Banner EVP receives new BANR stock awards

Banner Corp Executive VP James P.G.

Rhea-AI Filing Summary

Banner Corp Executive VP James P.G. McLean reported equity compensation awards and related tax withholding in company stock. On April 1, 2026, he received 1,855 restricted stock units at $61.40 per share under the 2023 Omnibus Incentive Plan, vesting ratably over three years starting April 1, 2026.

He also received a performance-based award of 2,782 restricted stock units at $61.40 per share, which may vest depending on corporate and individual performance goals measured from January 1, 2026 through December 31, 2028. Separately, 184 shares and 136 shares were relinquished at $61.34 per share to cover tax obligations on prior awards, not as open-market sales. After these transactions, he directly holds 24,344 shares of common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider McLean James P.G.

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,855	$61.40	$114K
Grant/Award	Common Stock, $0.01 par value per share	2,782	$61.40	$171K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	184	$61.34	$11K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	136	$61.34	$8K

Holdings After Transaction: Common Stock, $0.01 par value per share — 24,344 shares (Direct)

Footnotes (6)

1. F1. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on April 1, 2026 and ending on the third anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.
2. F2. Closing price on April 1, 2026.
3. F3. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2028. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.
4. F4. Shares relinquished to cover tax obligations on vesting of 753 performance shares pursuant to 2018 Omnibus Incentive Plan.
5. F5. Market price on April 1, 2026.
6. F6. Shares relinquished to cover tax obligations on vesting of 555 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Time-based RSU award: 1,855 units at $61.40 Performance RSU award: 2,782 units at $61.40 Tax-withholding shares (performance shares): 184 shares at $61.34 +3 more

6 metrics

Time-based RSU award 1,855 units at $61.40 Vests ratably over three years beginning April 1, 2026

Performance RSU award 2,782 units at $61.40 Performance period January 1, 2026 to December 31, 2028

Tax-withholding shares (performance shares) 184 shares at $61.34 Relinquished to cover tax on 753 performance shares

Tax-withholding shares (restricted stock) 136 shares at $61.34 Relinquished to cover tax on 555 restricted shares

Shares held after transactions 24,344 shares Direct ownership after April 1, 2026 transactions

Tax-withholding total 320 shares Total shares relinquished to cover tax obligations

Key Terms

restricted stock unit, 2023 Omnibus Incentive Plan, performance goals, tax obligations, +1 more

5 terms

restricted stock unit financial

"Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2023 Omnibus Incentive Plan financial

"Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period..."

performance goals financial

"subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026..."

Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 753 performance shares..."

market price financial

"Market price on April 1, 2026."

Market price is the current amount buyers are willing to pay and sellers are willing to accept for a share or other security at a given moment, like the tag on an item in a busy shop that changes with demand. It matters to investors because it determines what you would receive when selling or what you must pay to buy now, reflecting supply, demand and recent news that affect perceived value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did BANR executive James P.G. McLean report?

James P.G. McLean reported receiving two equity awards and related tax-withholding share dispositions. He was granted 1,855 time-based restricted stock units and 2,782 performance-based units, while 320 shares were relinquished to cover tax obligations on previously vested awards.

How many Banner Corp (BANR) restricted stock units were granted to McLean?

McLean received 1,855 restricted stock units vesting over three years and 2,782 performance-based units. The performance award vests, if at all, based on corporate and individual goals measured from January 1, 2026 through December 31, 2028, under the 2023 Omnibus Incentive Plan.

Are the BANR Form 4 tax-related share dispositions open-market sales?

No, the dispositions are not open-market sales. The filing states 184 shares and 136 shares were relinquished to cover tax obligations on vesting of earlier performance and restricted stock awards under the 2018 Omnibus Incentive Plan, using market prices on April 1, 2026.

What is James McLean’s Banner Corp shareholding after these transactions?

After the reported grants and tax-withholding dispositions, McLean directly holds 24,344 shares of Banner Corp common stock. This figure reflects his position following the April 1, 2026 transactions, combining his existing holdings with the new equity awards net of tax-related share relinquishments.

How do the new BANR restricted stock units vest for James McLean?

The 1,855 restricted stock units vest ratably over three years starting April 1, 2026. The 2,782 performance-based units vest only if specified corporate and individual performance goals are achieved for the period from January 1, 2026 through December 31, 2028, and remain forfeitable until vesting.

What prices are referenced in James McLean’s BANR Form 4 transactions?

The equity awards reference a price of $61.40 per share, identified as the closing price on April 1, 2026. The tax-withholding share relinquishments reference $61.34 per share, described as the market price on April 1, 2026 for covering tax obligations on prior incentive plan awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 03:59 PM Learn about SEC filing dates

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^*

McLean James P.G.

(Last) (First) (Middle)

10 SOUTH 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)
04/01/2026

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	04/01/2026		A		1,855(1)	A	$61.4(2)	21,882	D
Common Stock, $0.01 par value per share	04/01/2026		A		2,782(3)	A	$61.4(2)	24,664	D
Common Stock, $0.01 par value per share	04/01/2026		F		184(4)	D	$61.34(5)	24,480	D
Common Stock, $0.01 par value per share	04/01/2026		F		136(6)	D	$61.34(5)	24,344	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. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on April 1, 2026 and ending on the third anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.

2. Closing price on April 1, 2026.

3. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2028. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.

4. Shares relinquished to cover tax obligations on vesting of 753 performance shares pursuant to 2018 Omnibus Incentive Plan.

5. Market price on April 1, 2026.

6. Shares relinquished to cover tax obligations on vesting of 555 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. McLean	04/02/2026
	** 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)