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Banner Corp (BANR) EVP receives new stock unit awards and tax withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Banner Corp executive Mark Charles Borrecco received equity awards and had shares withheld for taxes. On April 1, 2026, he was granted 3,829 restricted stock units under the 2023 Omnibus Incentive Plan, scheduled to vest ratably over three years starting April 1, 2026.

He also received 5,743 performance-based restricted stock units tied to corporate and individual goals measured from January 1, 2026 through December 31, 2028. A total of 345 shares were relinquished to cover tax obligations on the vesting of 1,067 restricted shares. After these transactions, he directly owned 20,699 common shares.

Positive

  • None.

Negative

  • None.
Insider BORRECCO MARK CHARLES
Role Executive VP, Banner Bank
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share 3,829 $61.40 $235K
Grant/Award Common Stock, $0.01 par value per share 5,743 $61.40 $353K
Tax Withholding Common Stock, $0.01 par value per share 345 $61.34 $21K
Holdings After Transaction: Common Stock, $0.01 par value per share — 15,301 shares (Direct)
Footnotes (1)
  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 obligations on vesting of 1,067 shares of restricted stock pursuant to 2023 Omnibus Incentive Plan. Market price on April 1, 2026.
Time-vested RSUs granted 3,829 units Restricted stock units vesting ratably over three years from April 1, 2026
Performance-based RSUs granted 5,743 units Units subject to goals measured Jan 1, 2026 to Dec 31, 2028
Shares withheld for taxes 345 shares Relinquished to cover tax obligations on vesting of 1,067 restricted shares
Shares owned after transactions 20,699 shares Direct common stock ownership following April 1, 2026 transactions
Closing price on grant date $61.40 per share Closing price on April 1, 2026 used for award valuation
Market price for tax withholding $61.34 per share Market price on April 1, 2026 applied to 345 withheld shares
Vested restricted shares 1,067 shares Restricted stock vesting that triggered tax-withholding of 345 shares
Restricted stock units financial
"Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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 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 1,067 shares of restricted stock..."
market price financial
"Market price on April 1, 2026."
Market price is the current amount buyers are willing to pay and sellers are willing to accept for a share or other security at a given moment, like the tag on an item in a busy shop that changes with demand. It matters to investors because it determines what you would receive when selling or what you must pay to buy now, reflecting supply, demand and recent news that affect perceived value.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
BORRECCO MARK CHARLES
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive VP, Banner Bank
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share04/01/2026A3,829(1)A$61.4(2)15,301D
Common Stock, $0.01 par value per share04/01/2026A5,743(3)A$61.4(2)21,044D
Common Stock, $0.01 par value per share04/01/2026F345(4)D$61.34(5)20,699D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 1,067 shares of restricted stock pursuant to 2023 Omnibus Incentive Plan.
5. Market price on April 1, 2026.
/s/ Richard C. Arnold, attorney-in-fact for Mr. Borrecco04/02/2026
** Signature of Reporting PersonDate
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 transactions did BANR executive Mark Borrecco report?

Mark Borrecco reported equity awards and tax-related share withholding. He received 3,829 time-vested restricted stock units and 5,743 performance-based units, and 345 shares were relinquished to cover taxes on vesting of 1,067 restricted shares, leaving him with 20,699 directly owned shares.

How many Banner Corp (BANR) shares does Mark Borrecco hold after these Form 4 transactions?

After these transactions, Mark Borrecco directly owns 20,699 shares of Banner Corp common stock. This figure reflects the addition of new restricted stock unit awards and the withholding of 345 shares to satisfy tax obligations on vested restricted shares under the 2023 Omnibus Incentive Plan.

What are the terms of Mark Borrecco’s 3,829 restricted stock units at BANR?

The 3,829 restricted stock units are time-based awards under the 2023 Omnibus Incentive Plan. They vest ratably over three years, beginning on April 1, 2026 and ending on the third anniversary, with each unit delivering one share of common stock upon vesting, subject to forfeiture and transfer limits.

How are Mark Borrecco’s 5,743 performance-based units at Banner Corp structured?

The 5,743 restricted stock units are performance-based awards under the 2023 Omnibus Incentive Plan. Vesting depends on achieving specified corporate and individual performance goals over a period from January 1, 2026 to December 31, 2028, and each unit converts into one common share only if the goals are met.

Why were 345 Banner Corp shares withheld in Mark Borrecco’s Form 4?

The 345 shares were relinquished to cover tax obligations on the vesting of 1,067 restricted shares granted under the 2023 Omnibus Incentive Plan. This tax-withholding disposition is coded “F” on the Form 4 and does not represent an open-market sale of shares by the executive.

At what price were Mark Borrecco’s Banner Corp awards valued on the grant date?

The reported price for the granted awards was based on the market on April 1, 2026. Footnotes state that $61.40 represented the closing price that day, and $61.34 represented the market price used in connection with the tax-withholding disposition of 345 shares on the same date.