What did Banner Corp (BANR) executive James T. Reed Jr. receive in this Form 4 filing?

He received stock-based awards, not open-market purchases. The filing shows grants of 1,744 time-based restricted stock units and 2,616 performance-based restricted stock units under Banner Corp’s 2023 Omnibus Incentive Plan, plus small share relinquishments for tax obligations.

Were any of James T. Reed Jr.’s Banner Corp transactions open-market buys or sells?

No, the transactions were awards and tax-related dispositions. The “A” code entries are grants of restricted stock units, while the “F” code entries reflect shares relinquished to cover tax obligations on vesting of prior awards, not open-market sales or purchases.

Why were 144 and 128 Banner Corp shares relinquished in this Form 4?

Those shares were withheld to pay taxes on vesting equity awards. Specifically, 144 shares covered taxes on 590 performance shares and 128 shares covered taxes on 522 restricted shares, both granted under Banner Corp’s 2018 Omnibus Incentive Plan.

How many Banner Corp shares does James T. Reed Jr. own after these transactions?

After the reported grants and tax withholdings, he directly holds 35,764 shares of Banner Corp common stock. This total includes 825 shares held through an IRA, as specifically noted in the filing’s ownership footnote.

Banner Corp (NASDAQ: BANR) exec gets RSU awards, withholds shares for tax

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Banner Corp executive James T. Reed Jr. received stock-based compensation and had shares withheld for taxes. On April 1, 2026, he was granted 1,744 restricted stock units that vest ratably over three years beginning April 1, 2026, under the 2023 Omnibus Incentive Plan. He also received 2,616 performance-based restricted stock units tied to corporate and individual goals measured from January 1, 2026 through December 31, 2028; vesting depends on meeting these targets. To cover tax obligations from earlier awards vesting under the 2018 Omnibus Incentive Plan, 144 shares and 128 shares were relinquished rather than sold on the market. After these transactions, Reed directly holds 35,764 shares of Banner Corp common stock, including 825 shares held through an IRA.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Reed James T Jr

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,744	$61.40	$107K
Grant/Award	Common Stock, $0.01 par value per share	2,616	$61.40	$161K
Tax Withholding	Common Stock, $0.01 par value per share	144	$61.34	$9K
Tax Withholding	Common Stock, $0.01 par value per share	128	$61.34	$8K

Holdings After Transaction: Common Stock, $0.01 par value per share — 33,420 shares (Direct)

Footnotes (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. Closing price on April 1, 2026. Includes direct ownership of 825 shares through IRA. 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. Shares relinquished to cover tax obligations on vesting of 590 performance shares pursuant to 2018 Omnibus Incentive Plan. Market price on April 1, 2026. Shares relinquished to cover tax obligations on vesting of 522 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Time-based RSU grant: 1,744 units at $61.40 Performance-based RSU grant: 2,616 units at $61.40 Tax withholding shares: 144 shares at $61.34 +4 more

7 metrics

Time-based RSU grant 1,744 units at $61.40 Restricted stock units vesting over three years starting April 1, 2026

Performance-based RSU grant 2,616 units at $61.40 Award under 2023 Omnibus Incentive Plan with goals through December 31, 2028

Tax withholding shares 144 shares at $61.34 Relinquished to cover taxes on vesting of 590 performance shares

Additional tax withholding 128 shares at $61.34 Relinquished to cover taxes on vesting of 522 restricted shares

Post-transaction holdings 35,764 shares Direct holdings after all reported transactions, including IRA shares

IRA component 825 shares Portion of direct holdings held through an IRA account

Tax-withholding total 272 shares Total shares relinquished for tax obligations (144 + 128)

Key Terms

restricted stock unit, Omnibus Incentive Plan, performance shares, 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.

Omnibus Incentive Plan financial

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

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

performance shares financial

"Shares relinquished to cover tax obligations on vesting of 590 performance shares pursuant to 2018 Omnibus Incentive Plan."

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 590 performance shares..."

IRA financial

"Includes direct ownership of 825 shares through IRA."

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:36 PM

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^*

Reed James T Jr

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	04/01/2026		A		1,744⁽¹⁾	A	$61.4⁽²⁾	33,420⁽³⁾	D
Common Stock, $0.01 par value per share	04/01/2026		A		2,616⁽⁴⁾	A	$61.4⁽²⁾	36,036⁽³⁾	D
Common Stock, $0.01 par value per share	04/01/2026		F		144⁽⁵⁾	D	$61.34⁽⁶⁾	35,892⁽³⁾	D
Common Stock, $0.01 par value per share	04/01/2026		F		128⁽⁷⁾	D	$61.34⁽⁶⁾	35,764⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Includes direct ownership of 825 shares through IRA.

4. 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.

5. Shares relinquished to cover tax obligations on vesting of 590 performance shares pursuant to 2018 Omnibus Incentive Plan.

6. Market price on April 1, 2026.

7. Shares relinquished to cover tax obligations on vesting of 522 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

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

Source: View Original Filing on SEC EDGAR

FAQ

How many restricted stock units were granted to the BANR executive and on what terms?

He was granted 1,744 restricted stock units vesting ratably over three years starting April 1, 2026. He also received 2,616 performance-based restricted stock units that may vest depending on corporate and individual performance goals measured through December 31, 2028.

What are the performance conditions on the 2,616 performance-based RSUs for BANR’s executive?

These restricted stock units depend on achieving specified corporate and individual performance goals. The performance period runs from January 1, 2026 through December 31, 2028, and the actual number that vests will depend on how fully those goals are satisfied.