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Banner Corp (NASDAQ: BANR) EVP granted RSUs, shares withheld for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Banner Corp executive Jill M. Rice received equity awards and had shares withheld for taxes. On April 1, 2026, she was granted 2,155 restricted stock units under the 2023 Omnibus Incentive Plan that vest in equal parts over three years beginning April 1, 2026. She also received 3,232 performance-based restricted stock units tied to corporate and individual goals for the period from January 1, 2026 through December 31, 2028. Footnotes state each unit converts into one share on vesting and is subject to forfeiture and transfer limits until then.

To cover tax obligations on the vesting of earlier restricted stock grants, 318 and 254 shares were relinquished, both treated as tax-withholding dispositions rather than market sales. After these transactions, Rice held 29,456 shares of Banner Corp common stock directly and 336 shares indirectly through a 401(k) plan.

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Insider Rice Jill M
Role Executive VP, Banner Bank
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share 2,155 $61.40 $132K
Grant/Award Common Stock, $0.01 par value per share 3,232 $61.40 $198K
Tax Withholding Common Stock, $0.01 par value per share 318 $61.34 $20K
Tax Withholding Common Stock, $0.01 par value per share 254 $61.34 $16K
holding Common Stock, $0.01 par value per share -- -- --
Holdings After Transaction: Common Stock, $0.01 par value per share — 26,796 shares (Direct); Common Stock, $0.01 par value per share — 336 shares (Indirect, By 401(k) Plan)
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 807 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 1, 2026. Shares relinquished to cover tax obligations on vesting of 645 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
Time-based RSU grant 2,155 units Granted April 1, 2026 under 2023 Omnibus Incentive Plan; vests over three years
Performance-based RSU grant 3,232 units Performance period January 1, 2026 to December 31, 2028
Tax-withholding shares 318 shares Relinquished to cover taxes on vesting of 807 restricted shares
Additional tax-withholding shares 254 shares Relinquished to cover taxes on vesting of 645 restricted shares
Direct holdings after transactions 29,456 shares Common stock directly owned after April 1, 2026 transactions
Indirect 401(k) holdings 336 shares Common stock held indirectly through a 401(k) plan
Reference price for grants $61.40 per share Closing price on April 1, 2026 used in grant reporting
Market price for tax entries $61.34 per share Market price on April 1, 2026 for tax-withholding dispositions
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.
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 807 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan."
401(k) Plan financial
"nature_of_ownership: By 401(k) Plan"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
forfeiture financial
"These restricted stock units are subject to forfeiture and to limits on transferability until they vest."
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*
Rice Jill M
(Last)(First)(Middle)
10 SOUTH FIRST AVE.
(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 share04/01/2026A2,155(1)A$61.4(2)26,796D
Common Stock, $0.01 par value per share04/01/2026A3,232(3)A$61.4(2)30,028D
Common Stock, $0.01 par value per share04/01/2026F318(4)D$61.34(5)29,710D
Common Stock, $0.01 par value per share04/01/2026F254(6)D$61.34(5)29,456D
Common Stock, $0.01 par value per share336IBy 401(k) Plan
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 807 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 645 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
/s/ Richard C. Arnold, attorney-in-fact for Ms. Rice04/02/2026
** 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 did Jill M. Rice report in this Banner Corp (BANR) Form 4?

Executive VP Jill M. Rice reported receiving new restricted stock unit awards and having shares withheld to cover tax obligations, with final direct holdings of 29,456 shares and additional indirect holdings through a 401(k) plan.

How many restricted stock units did BANR executive Jill M. Rice receive?

Jill M. Rice received 2,155 time-based restricted stock units and 3,232 performance-based restricted stock units, each unit representing the right to receive one share of Banner Corp common stock upon vesting, subject to forfeiture and transfer restrictions.

Over what period do Jill M. Rice’s new Banner Corp RSUs vest?

The 2,155 time-based units vest ratably over three years beginning April 1, 2026, while the 3,232 performance-based units depend on meeting specified corporate and individual performance goals from January 1, 2026 through December 31, 2028.

Were any Banner Corp shares sold on the market in this Form 4?

No open-market sales were reported. Instead, 318 and 254 shares were relinquished to satisfy tax obligations upon vesting of prior restricted stock awards, which are classified as tax-withholding dispositions, not discretionary market sales.

What are Jill M. Rice’s Banner Corp share holdings after these transactions?

Following the reported grants and tax-related share withholdings, Jill M. Rice directly holds 29,456 shares of Banner Corp common stock and indirectly holds 336 additional shares through a 401(k) plan, as disclosed in the Form 4.

What plan governs the new equity awards to BANR executive Jill M. Rice?

The new restricted stock unit awards to Jill M. Rice were granted under Banner Corp’s 2023 Omnibus Incentive Plan, with earlier vested restricted stock referenced in tax withholdings coming from the company’s 2018 Omnibus Incentive Plan.