Banner Corp (BANR) EVP uses 100 shares for tax withholding

Rhea-AI Filing Summary

Banner Corp Executive VP of Banner Bank Jennifer Jane Krug relinquished 100 shares of common stock at $60.86 per share on April 2, 2026. The shares were delivered to cover tax obligations on the vesting of 410 restricted shares under the 2018 Omnibus Incentive Plan. Following this tax-withholding disposition, she directly owns 10,551 Banner Corp shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Krug Jennifer Jane

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value per share	100	$60.86	$6K

Holdings After Transaction: Common Stock, $0.01 par value per share — 10,551 shares (Direct)

Footnotes (1)

1. Shares relinquished to cover tax obligations on vesting of 410 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 2, 2026.

Key Figures

Tax-withholding shares: 100 shares Price per share: $60.86 Shares after transaction: 10,551 shares +2 more

5 metrics

Tax-withholding shares 100 shares Shares delivered to cover tax obligations

Price per share $60.86 Market price on April 2, 2026

Shares after transaction 10,551 shares Direct ownership following disposition

Restricted shares vested 410 shares Restricted stock vesting under 2018 Omnibus Incentive Plan

Transaction date April 2, 2026 Date of tax-withholding disposition

Key Terms

restricted stock, 2018 Omnibus Incentive Plan, tax obligations, tax-withholding disposition

4 terms

restricted stock financial

"Shares relinquished to cover tax obligations on vesting of 410 shares of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2018 Omnibus Incentive Plan financial

"vesting of 410 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan"

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 410 shares"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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^*

Krug Jennifer Jane

(Last) (First) (Middle)

10 S. FIRST AVENUE

(Street)

WALLA WALLA WASHINGTON 99362

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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

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

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

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	04/02/2026		F		100(1)	D	$60.86(2)	10,551	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 410 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Krug	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did BANR executive Jennifer Krug report in this Form 4?

Executive VP Jennifer Krug reported relinquishing 100 Banner Corp shares. The shares were delivered to satisfy tax obligations arising from the vesting of 410 restricted shares granted under the 2018 Omnibus Incentive Plan.

Was the BANR Form 4 transaction an open-market sale of shares?

The Form 4 reflects a tax-withholding disposition of 100 shares, not an open-market sale. Shares were relinquished to cover tax obligations triggered by the vesting of 410 restricted shares pursuant to the 2018 Omnibus Incentive Plan.

How many BANR shares does Jennifer Krug hold after this transaction?

After the tax-withholding disposition, Jennifer Krug directly owns 10,551 shares of Banner Corp common stock. This figure reflects her holdings immediately following the April 2, 2026 transaction reported in the Form 4 filing.

What price per share was used for the BANR tax-withholding shares?

The 100 shares used for tax withholding were valued at $60.86 per share. A related footnote states this amount represents the market price of Banner Corp common stock on April 2, 2026, the date of the transaction.

What triggered the tax-withholding transaction reported for BANR?

The tax-withholding transaction was triggered by the vesting of 410 shares of restricted stock. Under the 2018 Omnibus Incentive Plan, 100 shares were relinquished to cover tax obligations associated with that vesting event for Executive VP Jennifer Krug.