Banner Corp (BANR) EVP gets 1,566-share award and withholds 478 shares for taxes

Rhea-AI Filing Summary

Banner Corp Executive VP James T. Reed Jr. reported equity award activity in Banner Corp common stock. On March 4, 2026, he acquired 1,566 shares as a grant or award at a market price of $60.87 per share, reflecting performance shares that vested under a prior award. On the same date, 478 shares were relinquished in a tax-withholding disposition tied to the vesting of these performance shares under the 2018 Omnibus Incentive Plan. After these transactions, he directly held 31,676 shares, including 825 shares held through an IRA.

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

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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^*

Reed James T Jr

(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		1,566(1)	A	$60.87(2)	32,154(3)	D
Common Stock, $0.01 par value per share	03/04/2026		F		478(4)	D	$60.87	31,676(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 2,176 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 825 shares through IRA.

4. Shares relinquished to cover tax obligations on vesting of 1,566 performance shares pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Reed	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 BANR executive James T. Reed Jr report?

James T. Reed Jr reported a grant of 1,566 Banner Corp common shares and a related tax-withholding disposition of 478 shares, both dated March 4, 2026. These transactions reflect vesting of previously awarded performance shares under the company’s 2018 Omnibus Incentive Plan.

How many BANR shares did James T. Reed Jr acquire in the latest Form 4?

He acquired 1,566 shares of Banner Corp common stock as a grant or award on March 4, 2026, at a market price of $60.87 per share. This represents performance shares vesting based on results previously determined by Banner Corporation’s Compensation Committee.

Why were 478 BANR shares disposed of in James T. Reed Jr’s filing?

The 478 shares were relinquished to cover tax obligations arising from the vesting of 1,566 performance shares under Banner Corporation’s 2018 Omnibus Incentive Plan. This tax-withholding disposition is labeled with transaction code F, indicating delivery of shares for tax liability payment.

What is James T. Reed Jr’s total BANR share ownership after these transactions?

Following the grant and tax-withholding disposition on March 4, 2026, James T. Reed Jr directly held 31,676 shares of Banner Corp common stock. This amount includes direct ownership of 825 shares held through an individual retirement account as noted in the footnotes.

How were the performance shares in BANR originally reported for James T. Reed Jr?

A 2,176-share performance award was originally reported on April 3, 2023 at maximum performance criteria. The recent Form 4 supplements that report by specifying 1,566 performance shares that actually vested, as determined by Banner Corporation’s Compensation Committee based on performance results.

What was the market price used for the BANR insider transactions?

Both the grant of 1,566 shares and the tax-withholding disposition of 478 shares used a market price of $60.87 per share. The filing notes this figure as the market price on March 4, 2026, the date of the reported transactions.