Banner Corp EVP granted 9,750 RSUs at $61.40

Banner Corp Executive VP Robert Butterfield reported equity compensation and related tax withholding transactions in company stock.

Rhea-AI Filing Summary

Banner Corp Executive VP Robert Butterfield reported equity compensation and related tax withholding transactions in company stock. He received two awards of common stock under the 2023 Omnibus Incentive Plan: 3,900 restricted stock units and 5,850 performance-based restricted stock units, both valued at $61.40 per share as of April 1, 2026. A total of 983 shares were relinquished at $61.34 per share to cover tax obligations on previously vested restricted stock. After these transactions, he directly owns 32,967 shares of Banner Corp common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Butterfield Robert

Role Executive VP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	3,900	$61.40	$239K
Grant/Award	Common Stock, $0.01 par value per share	5,850	$61.40	$359K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	537	$61.34	$33K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	446	$61.34	$27K

Holdings After Transaction: Common Stock, $0.01 par value per share — 32,967 shares (Direct)

Footnotes (6)

1. F1. 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. F2. Closing price on April 1, 2026.
3. F3. 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. F4. Shares relinquished to cover tax obligations on vesting of 1,202 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
5. F5. Market price on April 1, 2026.
6. F6. Shares relinquished to cover tax obligations on vesting of 997 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Time-vested RSU grant: 3,900 shares at $61.40 Performance-based RSU grant: 5,850 shares at $61.40 Shares relinquished for taxes: 983 shares at $61.34 +3 more

6 metrics

Time-vested RSU grant 3,900 shares at $61.40 Restricted stock units vesting ratably over three years from April 1, 2026

Performance-based RSU grant 5,850 shares at $61.40 Restricted stock units vesting based on 2026–2028 performance goals

Shares relinquished for taxes 983 shares at $61.34 Surrendered to cover tax obligations on vested restricted stock

Shares held after transactions 32,967 shares Direct ownership of Banner Corp common stock following Form 4 transactions

RSU vesting start date April 1, 2026 Beginning of three-year ratable vesting schedule for 3,900 RSUs

Performance period for RSUs January 1, 2026–December 31, 2028 Period over which performance goals determine vesting of 5,850 RSUs

Key Terms

restricted stock unit, Omnibus Incentive Plan, performance goals, 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 goals financial

"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."

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 obligations financial

"Shares relinquished to cover tax obligations on vesting of 1,202 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan."

forfeiture financial

"These restricted stock units are subject to forfeiture and to limits on transferability until they vest."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did BANR Executive VP Robert Butterfield report?

Robert Butterfield reported equity compensation awards and related tax withholding. He received two restricted stock unit grants totaling 9,750 shares and relinquished 983 shares to cover tax obligations on previously vested restricted stock, all involving Banner Corp common stock.

How many Banner Corp (BANR) shares did Robert Butterfield acquire in this Form 4?

He acquired rights to 9,750 shares through restricted stock unit awards. These include 3,900 time-vested units and 5,850 performance-based units, each representing one share of common stock upon vesting, subject to forfeiture and transfer restrictions until they vest.

What are the terms of Robert Butterfield’s new BANR restricted stock units?

One 3,900-share award vests ratably over three years beginning April 1, 2026. The 5,850-share award vests based on corporate and individual performance from January 1, 2026 through December 31, 2028, depending on achievement of specified performance goals.

Why were 983 Banner Corp (BANR) shares relinquished in this filing?

The 983 shares were relinquished to cover tax obligations on vesting of earlier restricted stock awards. Specifically, 1,202 and 997 restricted shares vested under the 2018 Omnibus Incentive Plan, and a portion of those shares was surrendered instead of paying taxes in cash.

What reference prices were used for Robert Butterfield’s BANR equity transactions?

The restricted stock unit awards used $61.40 per share, noted as the closing price on April 1, 2026. The 983 shares relinquished for tax obligations used $61.34 per share, described as the market price on the same date.

How many Banner Corp (BANR) shares does Robert Butterfield hold after these transactions?

Following the reported awards and tax-withholding dispositions, Robert Butterfield directly holds 32,967 shares of Banner Corp common stock. This reflects his updated ownership after both the new restricted stock unit grants and the shares surrendered for tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 02:56 PM Learn about SEC filing dates

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^*

Butterfield Robert

(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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	04/01/2026		A		3,900(1)	A	$61.4(2)	28,100	D
Common Stock, $0.01 par value per share	04/01/2026		A		5,850(3)	A	$61.4(2)	33,950	D
Common Stock, $0.01 par value per share	04/01/2026		F		537(4)	D	$61.34(5)	33,413	D
Common Stock, $0.01 par value per share	04/01/2026		F		446(6)	D	$61.34(5)	32,967	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. 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 obligations on vesting of 1,202 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

5. Market price on April 1, 2026.

6. Shares relinquished to cover tax obligations on vesting of 997 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

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