[Form 4] Banner Corp. Insider Trading Activity

Rhea-AI Filing Summary

Arteris, Inc. (AIP) – Form 4 insider transaction

VP & Chief Financial Officer Nicholas B. Hawkins reported the sale of 5,638 shares of common stock on 01-Aug-2025. The transaction, coded “S,” was executed under a Rule 10b5-1 trading plan adopted 20-May-2024. The weighted-average sale price was $9.0328 per share, with individual sales occurring between $9.00 and $9.27. Following the sale, Hawkins’ direct beneficial ownership stands at 119,272 shares. No derivative securities were involved.

No other officers or directors were listed on this filing, and there were no acquisitions, option exercises, or changes in indirect ownership. The Form 4 indicates routine disposition for portfolio diversification or liquidity, but investors often track such transactions for sentiment on management’s outlook.

Positive

• Sale executed under a disclosed Rule 10b5-1 plan, reducing the risk of opportunistic trading concerns and supporting governance transparency.

Negative

• CFO sold 5,638 shares, which some investors may interpret as a modestly negative signal about short-term share prospects.

Insights

Securities Analyst

TL;DR: CFO sold 5,638 AIP shares at ~$9 under 10b5-1; modest size, neutral impact.

The sale represents roughly 4.5% of Hawkins’ post-transaction holdings, suggesting limited diversification rather than a major confidence signal. Execution through a pre-planned 10b5-1 agreement reduces concerns about informational timing. Volume is immaterial versus average daily trading and does not change control dynamics. From a valuation standpoint, the trade does not alter fundamentals, yet some investors may view insider selling—particularly by a CFO—as mildly negative for near-term sentiment.

Corporate Governance Expert

TL;DR: Rule-compliant, pre-planned insider sale; governance safeguards intact.

Use of a properly disclosed 10b5-1 plan aligns with best-practice governance, signalling transparency. The modest transaction size and remaining 119k-share stake keep the executive’s interests aligned with shareholders. No red flags regarding undisclosed derivatives or indirect holdings were detected. Overall governance impact is neutral.

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^*

HERENCIA ROBERTO R

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		A		64(1)	A	$61.08(2)	17,441	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 of restricted stock pursuant to 2023 Omnibus Incentive Plan; shares vest fully on May 20, 2026. These shares are subject to forfeiture and to limits on transferability until they vest.

2. The closing trading price of the common stock on the date of the grant was $61.08.

	/s/ Roberto R. Herencia	08/04/2025
	** 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.

FAQ

How many Arteris (AIP) shares did the CFO sell on 01-Aug-2025?

Nicholas B. Hawkins sold 5,638 shares of Arteris common stock.

What was the weighted average sale price for the AIP insider sale?

The weighted average price was $9.0328, with trades between $9.00 and $9.27.

Does the CFO still hold Arteris shares after this transaction?

Yes. After the sale, he directly owns 119,272 shares.

Was the sale made under a 10b5-1 trading plan?

Yes. The filing states the sale was executed under a 10b5-1 plan adopted on 20-May-2024.

Were any derivative securities involved in this Form 4 filing?

No derivatives were acquired or disposed; only common stock was sold.