Banner Corp. Form 4: Director adds 64 shares via incentive grant

Rhea-AI Filing Summary

Banner Corp. (BANR) filed a Form 4 on 08/04/2025 for director Roberto R. Herencia. On 08/01/2025 he received 64 restricted common shares under the 2023 Omnibus Incentive Plan at the closing price of $61.08. The award, worth roughly $3.9 thousand, will fully vest on 05/20/2026 and is subject to forfeiture and transfer restrictions until vesting.

After the grant, Herencia’s direct beneficial ownership rises to 17,441 shares. No shares were sold or transferred, and no derivative securities were involved. The filing indicates continued equity alignment by a board member but represents a very small change relative to Banner Corp.’s total shares outstanding; therefore, market impact is expected to be minimal.

Positive

• Director increased direct ownership to 17,441 shares through a restricted-stock grant, reinforcing alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small restricted-stock award marginally increases insider stake; negligible valuation impact.

The director’s 64-share grant adds only $3.9k in value yet signals ongoing use of equity incentives to align governance with shareholder interests. Because there was no open-market purchase or sale and the quantity is immaterial versus float, I view the disclosure as neutral for valuation models. Vesting by May 2026 imposes a modest retention incentive but does not alter liquidity or capital structure.

Portfolio Manager

TL;DR: Insider ownership uptick positive for sentiment, but position size too small to affect thesis.

While I favor seeing directors accumulate stock rather than dispose, 64 shares does little to shift overall insider exposure (17,441 total). The absence of a 10b5-1 plan flag suggests a normal compensation grant. I label the event non-impactful for portfolio weighting; no action warranted unless part of a sustained buying trend.

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

What insider transaction did Banner Corp. (BANR) report?

Director Roberto R. Herencia received 64 restricted shares of common stock on 08/01/2025.

At what price were the BANR shares valued?

The shares were granted at the $61.08 closing price on the grant date.

When will the restricted shares vest?

The award vests in full on May 20, 2026.

How many BANR shares does the director own after the transaction?

Herencia now directly owns 17,441 common shares.

Were any derivative securities involved in this Form 4?

No, only non-derivative common stock was reported.