Banner Corp EVP gets stock award, tax withholding

Banner Corp Executive VP Robert Butterfield reported equity award activity in common stock.

Accepted by SEC EDGAR 03/05/2026 - 03:24 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Banner Corp Executive VP Robert Butterfield reported equity award activity in common stock. On March 4, 2026, he acquired 2,029 shares at $60.87 per share from a grant, then disposed of 644 shares at the same price to cover tax obligations on the vesting, leaving 24,200 shares held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Butterfield Robert

Role Executive VP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	2,029	$60.87	$124K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	644	$60.87	$39K

Holdings After Transaction: Common Stock, $0.01 par value per share — 24,200 shares (Direct)

Footnotes (3)

1. F1. This award for 2,820 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. F2. Market price on March 4, 2026.
3. F3. Shares relinquished to cover tax obligations on vesting of 2,029 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

FAQ

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What insider transactions did BANR Executive VP Robert Butterfield report?

Robert Butterfield reported an equity award vesting and related tax withholding. He acquired 2,029 shares of Banner Corp common stock and disposed of 644 shares to satisfy tax obligations, all dated March 4, 2026, at a market price of $60.87 per share.

How many Banner Corp (BANR) shares did Robert Butterfield acquire and dispose?

Robert Butterfield acquired 2,029 shares of Banner Corp common stock and disposed of 644 shares. The disposal was to cover tax obligations tied to the vesting of restricted stock, leaving him with a directly owned balance of 24,200 shares after these transactions.

What was the transaction price in Robert Butterfield’s BANR Form 4 filing?

Both the acquisition and tax-withholding disposition used a price of $60.87 per share. This reflects the market price on March 4, 2026, and was applied to 2,029 awarded shares and 644 shares relinquished to cover associated tax obligations on vesting.

Why were some of Robert Butterfield’s Banner Corp shares disposed of?

The 644 shares were relinquished to cover tax obligations on vesting of 2,029 restricted shares under Banner’s 2018 Omnibus Incentive Plan. This tax-withholding disposition is recorded with transaction code F, indicating shares delivered instead of paying taxes in cash.

What is the background of the performance share award reported by BANR’s Executive VP?

A prior award for 2,820 performance shares was originally reported in April 2023 at maximum criteria. The latest disclosure notes the actual number of shares that vested, 2,029, as determined by Banner Corporation’s Compensation Committee based on performance results achieved.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Butterfield Robert

(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

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		2,029(1)	A	$60.87(2)	24,844	D
Common Stock, $0.01 par value per share	03/04/2026		F		644(3)	D	$60.87(2)	24,200	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 2,820 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 2,029 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Butterfield	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).
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