Banner Corp (BANR) EVP awarded shares, surrenders some stock for taxes

Rhea-AI Filing Summary

Banner Corp Executive VP of Banner Bank, Kenneth A. Larsen, reported equity compensation activity in common stock on March 4, 2026. He acquired 1,364 shares of common stock at a market price of $60.87 per share as a grant/award, reflecting vesting from a performance-based award originally covering 1,896 performance shares as determined by Banner Corporation’s Compensation Committee.

To cover tax obligations arising from this vesting, 416 shares of common stock were relinquished in a tax-withholding disposition at the same $60.87 market price. Following these transactions, Larsen directly holds 22,190 common shares, which include 3,011 shares through a Deferred Compensation Plan and 225 shares 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

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^*

Larsen Kenneth A

(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		1,364(1)	A	$60.87(2)	22,606(3)	D
Common Stock, $0.01 par value per share	03/04/2026		F		416(4)	D	$60.87(2)	22,190(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 1,896 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 3,011 shares through Deferred Compensation Plan and 225 shares through an IRA.

4. Shares relinquished to cover tax obligations on vesting of 1,364 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

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

FAQ

What insider stock transactions did BANR report for Kenneth A. Larsen?

Kenneth A. Larsen reported a grant of 1,364 shares of Banner Corp common stock and a related tax-withholding disposition of 416 shares on March 4, 2026. These transactions reflect vesting of a prior performance-based equity award.

How many Banner Corp shares did Kenneth A. Larsen acquire and at what price?

He acquired 1,364 shares of Banner Corp common stock as a grant at a market price of $60.87 per share. The shares relate to a performance share award whose final vesting level was set by the Compensation Committee.

Why were 416 Banner Corp shares disposed of in Kenneth A. Larsen’s Form 4?

The 416 shares were relinquished to cover tax obligations triggered by the vesting of 1,364 restricted shares under Banner’s 2018 Omnibus Incentive Plan. This tax-withholding disposition used the same $60.87 market price per share.

What prior performance share award is referenced in Kenneth A. Larsen’s BANR filing?

The filing references an award for 1,896 performance shares originally reported on April 3, 2023. The new disclosure updates that award to show the actual number of shares that vested based on performance results set by the Compensation Committee.

How many Banner Corp shares does Kenneth A. Larsen own after these transactions?

After the reported March 4, 2026 transactions, Kenneth A. Larsen directly owns 22,190 Banner Corp common shares. This total includes 3,011 shares held through a Deferred Compensation Plan and 225 shares held through an IRA.

How is Kenneth A. Larsen’s ownership in BANR structured after the Form 4 activity?

His direct ownership totals 22,190 common shares, combining regular holdings, 3,011 shares in a Deferred Compensation Plan, and 225 shares in an IRA. All reported holdings are classified as directly owned in the Form 4.