Banner Corp (BANR) EVP reports tax-share withholding and new stock award

Rhea-AI Filing Summary

Banner Corp executive Cynthia D. Purcell, Executive VP of Banner Bank, reported equity compensation-related stock movements in Banner Corp common stock. On March 4, 2026, she had a tax-withholding disposition of 1,397 shares at $60.87 per share, with shares relinquished to cover tax obligations on vesting of 3,382 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

On the same date, she reported a grant/award acquisition of 3,382 shares of common stock at a reference price of $60.87 per share, tied to performance and restricted stock awards, all held as direct ownership. Following these transactions, she directly held 46,406 shares, including 4 shares through a Deferred Compensation Plan and 1,099 shares through a 401(k) Plan, plus performance shares previously reported at maximum criteria and now adjusted to actual 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

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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^*

PURCELL CYNTHIA D

(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)
03/04/2026

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	03/04/2026		A		3,382(1)	A	$60.87(2)	46,406(3)	D
Common Stock, $0.01 par value per share	03/04/2026		F		1,397(4)	D	$60.87(2)	45,009(3)	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. This award for 4,699 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note the actual number of shares that vested based on the performance results as determined by Banner Corporation's Compensation Committee.

2. Market price on March 4, 2026.

3. Includes direct ownership of 4 shares through Deferred Compensation Plan, and 1,099 shares through 401(k) Plan.

4. Shares relinquished to cover tax obligations on vesting of 3,382 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Purcell	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Banner Corp (BANR) report for Cynthia D. Purcell?

Banner Corp reported that Cynthia D. Purcell had a tax-withholding disposition and a stock award on March 4, 2026. She relinquished 1,397 shares to cover tax obligations and acquired 3,382 shares of common stock as a grant tied to equity compensation plans.

How many Banner Corp (BANR) shares did Cynthia D. Purcell dispose of and why?

She disposed of 1,397 Banner Corp common shares through a tax-withholding transaction on March 4, 2026. The shares were relinquished to cover tax obligations arising from the vesting of 3,382 restricted stock shares granted under the company’s 2018 Omnibus Incentive Plan.

What stock award did Cynthia D. Purcell receive from Banner Corp (BANR)?

Cynthia D. Purcell received a grant of 3,382 Banner Corp common shares at a reference price of $60.87 per share. The award relates to performance and restricted stock under company incentive plans, with vesting based on performance results determined by Banner Corporation’s Compensation Committee.

How many Banner Corp (BANR) shares does Cynthia D. Purcell own after the reported Form 4 transactions?

After the reported transactions, she directly holds 46,406 Banner Corp common shares. This total includes 4 shares held through a Deferred Compensation Plan and 1,099 shares held through a 401(k) Plan, all reported as direct ownership on the Form 4.

Was Cynthia D. Purcell’s Banner Corp (BANR) share disposition an open-market sale?

No, the disposition was reported as a tax-withholding transaction coded “F,” not an open-market sale. Shares were relinquished to satisfy tax obligations associated with the vesting of restricted stock rather than sold in the open market for discretionary portfolio reasons.

What do the performance share footnotes in the Banner Corp (BANR) Form 4 indicate?

The footnotes state a 4,699 performance-share award was initially reported at maximum criteria and is now supplemented to reflect actual shares vested. The vesting amount was based on performance results determined by Banner Corporation’s Compensation Committee, aligning the final share count with achieved performance.