How do the new Banner Corp (BANR) CEO RSU awards vest?

The 9,214 restricted stock units vest ratably over three years starting April 1, 2026. The 20,733 performance-based units vest, if at all, based on specified corporate and individual goals measured from January 1, 2026 through December 31, 2028, creating long-term performance alignment.

How many Banner Corp shares does the CEO hold after these transactions?

After the reported awards and tax-share withholdings, Mark Grescovich directly holds 270,346 shares of Banner Corp common stock. This figure reflects his updated ownership position following the April 1, 2026 compensation grants and related tax-related share relinquishments.

What plans govern the BANR CEO’s equity awards and tax-share withholdings?

The new restricted stock unit grants come from the 2023 Omnibus Incentive Plan, with time-based and performance-based components. The shares relinquished for taxes relate to vesting of earlier restricted stock under the 2018 Omnibus Incentive Plan, showing ongoing use of company equity programs.

Banner Corp (NASDAQ: BANR) CEO gets RSUs and surrenders shares for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Banner Corp President and CEO Mark J. Grescovich reported compensation-related equity awards and tax-share withholdings. On April 1, 2026, he received 9,214 restricted stock units and 20,733 performance-based restricted stock units at a reference price of $61.40 per share under the 2023 Omnibus Incentive Plan.

The 9,214-unit award vests ratably over three years beginning April 1, 2026, while the 20,733-unit award depends on corporate and individual performance from January 1, 2026 through December 31, 2028. Separate Form 4 entries show 1,333 shares and 1,086 shares relinquished at about $61.34 per share to cover tax obligations on vesting of earlier restricted stock awards under the 2018 Omnibus Incentive Plan, not open-market sales. After these transactions, Grescovich directly holds 270,346 shares of Banner common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider GRESCOVICH MARK J

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	9,214	$61.40	$566K
Grant/Award	Common Stock, $0.01 par value per share	20,733	$61.40	$1.27M
Tax Withholding	Common Stock, $0.01 par value per share	1,333	$61.34	$82K
Tax Withholding	Common Stock, $0.01 par value per share	1,086	$61.34	$67K

Holdings After Transaction: Common Stock, $0.01 par value per share — 252,032 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. 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 obligation on vesting of 3,387 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 1, 2026. Shares relinquished to cover tax obligation on vesting of 2,758 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Time-based RSU award: 9,214 units at $61.40 Performance RSU award: 20,733 units at $61.40 Tax withholding shares (1st): 1,333 shares at $61.34 +3 more

6 metrics

Time-based RSU award 9,214 units at $61.40 Granted April 1, 2026 under 2023 Omnibus Incentive Plan

Performance RSU award 20,733 units at $61.40 Performance period Jan 1, 2026–Dec 31, 2028

Tax withholding shares (1st) 1,333 shares at $61.34 Relinquished to cover taxes on 3,387 vested shares

Tax withholding shares (2nd) 1,086 shares at $61.34 Relinquished to cover taxes on 2,758 vested shares

Shares held after transactions 270,346 shares Direct ownership after April 1, 2026 Form 4 events

Tax-withholding total 2,419 shares Total shares relinquished to cover tax obligations

Key Terms

restricted stock unit, 2023 Omnibus Incentive Plan, performance goals, tax obligation, +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 obligation financial

"Shares relinquished to cover tax obligation on vesting of 3,387 shares of restricted stock"

Omnibus Incentive Plan financial

"Shares relinquished to cover tax obligation on vesting of 2,758 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan."

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.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 03:11 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^*

GRESCOVICH MARK J

(Last)

(First)

(Middle)

10 SOUTH FIRST AVE.

(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)
	President and CEO

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		9,214⁽¹⁾	A	$61.4⁽²⁾	252,032	D
Common Stock, $0.01 par value per share	04/01/2026		A		20,733⁽³⁾	A	$61.4⁽²⁾	272,765	D
Common Stock, $0.01 par value per share	04/01/2026		F		1,333⁽⁴⁾	D	$61.34⁽⁵⁾	271,432	D
Common Stock, $0.01 par value per share	04/01/2026		F		1,086⁽⁶⁾	D	$61.34⁽⁵⁾	270,346	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. 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 obligation on vesting of 3,387 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

5. Market price on April 1, 2026.

6. Shares relinquished to cover tax obligation on vesting of 2,758 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

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

What insider equity awards did BANR CEO Mark Grescovich receive?

Mark Grescovich received two restricted stock unit awards, totaling 9,214 time-based units and 20,733 performance-based units, at a reference price of $61.40 per share. Both awards were granted under Banner Corp’s 2023 Omnibus Incentive Plan as part of his executive compensation.

Were any of BANR CEO Mark Grescovich’s Form 4 transactions open-market sales?

The Form 4 shows no open-market sales. Instead, 1,333 shares and 1,086 shares were relinquished to cover tax obligations on vesting of prior restricted stock awards, a common non-market mechanism that uses shares rather than cash to satisfy tax liabilities.