[Form 4] Banner Corp. Insider Trading Activity

Rhea-AI Filing Summary

Banner Corp. (BANR) – Form 4 insider filing

Director Kevin F. Riordan reported the award of 64 restricted stock units (RSUs) on 01-Aug-2025 under the 2023 Omnibus Incentive Plan. Each RSU converts to one common share on 20-May-2026. The grant was valued at the session’s closing price of $61.08, for an estimated $3.9 thousand total.

Following the transaction, Riordan’s direct beneficial ownership increases to 10,927 shares, which includes 469 shares held in a SEP-IRA and 10 shares in an IRA rollover. No shares were sold and no derivative securities were involved.

The filing reflects routine equity compensation; the size (<0.05 % of Riordan’s holdings and a negligible fraction of daily volume) is not expected to influence BANR’s valuation or trading dynamics.

Insights

Securities Analyst

TL;DR: Minor RSU grant; neutral signal, unlikely to impact BANR share price.

The award of 64 RSUs valued at roughly $3,900 is standard board compensation under the existing incentive plan. The grant neither alters insider ownership meaningfully nor conveys a strong buy-or-sell message. Riordan already owns more than 10.8 k shares; the incremental 64 shares add 0.6 %. No sales occurred, preserving an overall long position. From a governance or liquidity standpoint, the event is non-material and should be viewed as neutral by investors.

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^*

Riordan Kevin F

(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)

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)	10,927(3)	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 pursuant to 2023 Omnibus Incentive Plan; shares vest fully on May 20, 2026. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

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

3. Includes 469 shares held through a SEP IRA and 10 shares held through an IRA Rollover.

	/s/ Kevin F. Riordan	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 did Banner Corp (BANR) disclose in the latest Form 4?

Director Kevin F. Riordan received 64 RSUs on 01-Aug-2025 at a reference price of $61.08 per share.

When do the newly granted RSUs to Riordan vest?

The RSUs fully vest on 20-May-2026.

How many Banner Corp shares does Riordan own after this transaction?

His direct beneficial ownership is 10,927 shares following the grant.

Were any shares sold or disposed of in this filing?

No; the Form 4 reports only an acquisition of RSUs with zero dispositions.