Banner Corp (BANR) EVP reports 3,264-share award and 870-share tax withholding

Rhea-AI Filing Summary

Banner Corp Executive VP James M. Costa reported equity award activity in common stock, $0.01 par value per share. On March 4, 2026, he acquired 3,264 shares through a grant or award, at a market price of $60.87 per share, linked to a performance share award originally reported for 4,634 performance shares. On the same date, 870 shares were disposed of in a tax-withholding transaction to cover obligations on the vesting of 3,264 restricted shares under the 2018 Omnibus Incentive Plan. After these transactions, he directly owned 33,772 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Costa James M

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	3,264	$60.87	$199K
Tax Withholding	Common Stock, $0.01 par value per share	870	$60.87	$53K

Holdings After Transaction: Common Stock, $0.01 par value per share — 34,642 shares (Direct)

Footnotes (1)

1. This award for 4,634 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note that the actual number of shares that vested based on the performance results as determined by Banner Corporation's Compensation Committee. Market price on March 4, 2026 Shares relinquished to cover tax obligations on vesting of 3,264 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

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
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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^*

Costa James M

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

WALLA WALLA 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		3,264(1)	A	$60.87(2)	34,642	D
Common Stock, $0.01 par value per share	03/04/2026		F		870(3)	D	$60.87(2)	33,772	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 4,634 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note that 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. Shares relinquished to cover tax obligations on vesting of 3,264 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Costa	03/05/2026
	** 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.
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FAQ

What insider transactions did BANR Executive VP James M. Costa report?

James M. Costa reported acquiring 3,264 shares of Banner Corp common stock through a grant or award and disposing of 870 shares in a tax-withholding transaction on March 4, 2026. After these movements, he directly held 33,772 common shares.

How many Banner Corp (BANR) shares did James M. Costa acquire and at what price?

James M. Costa acquired 3,264 shares of common stock through a grant or award at a market price of $60.87 per share on March 4, 2026. This vesting related to a performance share award originally reported for 4,634 performance shares.

Why were 870 Banner Corp (BANR) shares disposed of in Costa’s Form 4 filing?

The 870 disposed shares were relinquished to cover tax obligations arising from the vesting of 3,264 restricted shares under Banner Corporation’s 2018 Omnibus Incentive Plan. The transaction is coded as a tax-withholding disposition rather than an open-market sale.

How many Banner Corp (BANR) shares does James M. Costa own after these transactions?

Following the March 4, 2026 transactions, James M. Costa directly owned 33,772 shares of Banner Corp common stock. This reflects the grant of 3,264 shares and the tax-withholding disposition of 870 shares reported in the Form 4.

What performance award is referenced in James M. Costa’s BANR Form 4 filing?

The filing references an award for 4,634 performance shares originally reported on April 3, 2023 at maximum performance criteria. The current report supplements that prior filing by stating the actual number of shares that vested based on Compensation Committee performance determinations.