Banner Corp (BANR) EVP Kayleen Kohler records share award and tax withholding

Rhea-AI Filing Summary

Banner Corp executive Kayleen R. Kohler, Executive VP of Banner Bank, reported equity award activity in common stock, $0.01 par value per share. On March 4, 2026, she acquired 1,929 shares through a grant or award at a market price of $60.87 per share, reflecting performance shares vesting from a 2,680-share award originally reported in April 2023. On the same date, 649 shares were relinquished in a tax-withholding disposition to cover obligations on the vesting of 1,929 restricted shares under the 2018 Omnibus Incentive Plan. After these transactions, she held 24,896 shares of common stock directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kohler Kayleen R

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,929	$60.87	$117K
Tax Withholding	Common Stock, $0.01 par value per share	649	$60.87	$40K

Holdings After Transaction: Common Stock, $0.01 par value per share — 25,545 shares (Direct)

Footnotes (1)

1. This award for 2,680 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 1,929 shares of restricted stock pursuant to 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

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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^*

Kohler Kayleen R

(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		1,929(1)	A	$60.87(2)	25,545	D
Common Stock, $0.01 par value per share	03/04/2026		F		649(3)	D	$60.87(2)	24,896	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 2,680 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 1,929 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

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

What insider transactions did BANR executive Kayleen Kohler report?

Kayleen R. Kohler reported acquiring 1,929 shares of Banner Corp common stock via a grant and disposing of 649 shares in a tax-withholding transaction. These actions relate to vesting performance and restricted shares under the 2018 Omnibus Incentive Plan.

How many Banner Corp (BANR) shares did Kayleen Kohler acquire and at what price?

Kayleen R. Kohler acquired 1,929 shares of Banner Corp common stock at a market price of $60.87 per share on March 4, 2026. The acquisition reflects vesting of performance-based stock originally granted in 2023 and determined by the Compensation Committee.

Why were 649 Banner Corp (BANR) shares disposed of by Kayleen Kohler?

The 649 shares were relinquished to cover tax obligations arising from the vesting of 1,929 restricted shares of Banner Corp common stock. This tax-withholding disposition was carried out pursuant to the company’s 2018 Omnibus Incentive Plan for equity-based compensation.

How many Banner Corp (BANR) shares does Kayleen Kohler own after these transactions?

After the March 4, 2026 transactions, Kayleen R. Kohler directly holds 24,896 shares of Banner Corp common stock. This total reflects both the 1,929-share grant acquisition and the 649-share tax-withholding disposition reported in the Form 4 filing.

What is the origin of the 1,929 vested performance shares for BANR’s Kayleen Kohler?

The 1,929 vested performance shares come from an award of 2,680 performance shares originally reported on April 3, 2023. The final vested number was determined based on performance results set by Banner Corporation’s Compensation Committee.

Which compensation plan governed Kayleen Kohler’s BANR stock transactions?

The tax-withholding disposition of 649 shares relates to vesting of 1,929 restricted shares under Banner Corporation’s 2018 Omnibus Incentive Plan. This plan provides for equity-based compensation, including performance and restricted stock awards to eligible executives and employees.