[Form 4] BANNER CORP Insider Trading Activity

Rhea-AI Filing Summary

Banner Corp (BANR) disclosed a Form 4 for Executive VP of Banner Bank, Mark C. Borrecco, reporting tax-withholding transactions tied to restricted stock vesting. On October 31, 2025, he relinquished 991 shares and 165 shares of common stock to cover tax obligations under the 2018 Omnibus Incentive Plan at a market price of $60.35.

Following these transactions, his directly held beneficial ownership was 11,637 shares after the first withholding and 11,472 shares after the second, all reported as Direct (D) ownership. The transactions are coded F, indicating shares withheld for taxes upon vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BORRECCO MARK CHARLES

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

WALLA WALLA WA 99362

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BANNER CORP [ BANR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP, Banner Bank

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	10/31/2025		F		991(1)	D	$60.35(2)	11,637	D
Common Stock, $0.01 par value per share	10/31/2025		F		165(3)	D	$60.35(2)	11,472	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares relinquished to cover tax obligations on vesting of 3,081 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

2. Market price on October 31, 2025.

3. Shares relinquished to cover tax obligations on vesting of 513 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan

	/s/ Mark C. Borrecco	11/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did BANR report in this Form 4?

An officer, Mark C. Borrecco, reported share withholdings coded F to cover taxes on restricted stock vesting on October 31, 2025.

How many BANR shares were withheld for taxes?

Two transactions: 991 shares and 165 shares were relinquished to satisfy tax obligations.

At what price were the BANR shares valued for the withholding?

Both withholdings used the market price of $60.35 on October 31, 2025.

What is the reporting person’s role at Banner Corp?

He is an Officer, serving as Executive VP, Banner Bank.

What were the vesting amounts tied to these withholdings?

The withholdings related to vesting of 3,081 and 513 restricted shares under the 2018 Omnibus Incentive Plan.

How many BANR shares does the officer hold after these transactions?

Direct beneficial ownership was 11,637 shares after the first transaction and 11,472 shares after the second.

What does transaction code F mean on a Form 4?

Code F indicates shares were withheld to pay taxes upon the vesting of equity awards.