Executive VP at Banner Corp (BANR) reports stock award and tax share disposition

Rhea-AI Filing Summary

Banner Corp executive Janet M. Brown, Executive VP of Banner Bank, reported equity award activity involving the company’s common stock. On March 4, 2026, she acquired 1,969 shares of common stock through a grant or award, described as restricted stock vesting under the 2018 Omnibus Incentive Plan.

On the same date, 587 shares of common stock were relinquished in a tax-withholding disposition to cover obligations arising from the vesting of the 1,969 restricted shares. A footnote explains this relates to a prior award for 2,737 performance shares originally reported at maximum performance; this filing reflects the actual shares that vested based on performance as determined by Banner Corporation’s Compensation Committee. Following these transactions, Brown held 17,827 shares of Banner Corp common stock directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Brown Janet M

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,969	$60.87	$120K
Tax Withholding	Common Stock, $0.01 par value per share	587	$60.87	$36K

Holdings After Transaction: Common Stock, $0.01 par value per share — 18,414 shares (Direct)

Footnotes (1)

1. This award for 2,737 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. Market price on March 4, 2026. Shares relinquished to cover tax obligations on vesting of 1,969 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Brown Janet M

(Last) (First) (Middle)

10 S. 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		1,969(1)	A	$60.87(2)	18,414	D
Common Stock, $0.01 par value per share	03/04/2026		F		587(3)	D	$60.87(2)	17,827	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 2,737 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. Shares relinquished to cover tax obligations on vesting of 1,969 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Brown	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.
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FAQ

What insider transactions did BANR executive Janet M. Brown report?

Janet M. Brown reported an award of 1,969 shares of Banner Corp common stock and a related disposition of 587 shares to cover tax obligations on vesting, both dated March 4, 2026, under the company’s equity incentive arrangements.

How many Banner Corp (BANR) shares did Janet M. Brown acquire and dispose?

She acquired 1,969 shares of Banner Corp common stock via a grant or award and disposed of 587 shares in a tax-withholding transaction tied to that vesting, leaving her with a directly held balance of 17,827 common shares afterward.

What is the background of the 2,737 performance share award for BANR?

The 2,737 performance shares were originally reported at maximum criteria on April 3, 2023. This filing supplements that report, clarifying the actual number of shares that vested based on performance results determined by Banner Corporation’s Compensation Committee.

Why were 587 BANR shares relinquished by Janet M. Brown?

The 587 shares of Banner Corp common stock were relinquished to cover tax obligations arising from the vesting of 1,969 restricted shares, pursuant to the company’s 2018 Omnibus Incentive Plan, as described in the Form 4 footnotes.

What share price is referenced in Janet M. Brown’s BANR Form 4?

The filing references a market price of $60.87 per share for Banner Corp common stock on March 4, 2026. This price is used in connection with the reported equity award and related tax-withholding share disposition.

How many BANR shares does Janet M. Brown hold after these transactions?

After the reported award and tax-withholding disposition, Janet M. Brown directly holds 17,827 shares of Banner Corp common stock. The Form 4 lists this total share amount following the March 4, 2026, transactions.