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Banner Corp (BANR) executive awarded 1,999 shares, 584 used for taxes

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

Rhea-AI Filing Summary

Banner Corp Executive VP James P.G. McLean reported equity compensation activity in common stock. On March 4, 2026, he acquired 1,999 shares through a grant or award at a market price of $60.87 per share, increasing his direct holdings to 20,611 shares. On the same date, he disposed of 584 shares at $60.87 per share to cover tax obligations on the vesting of the 1,999 restricted shares under the 2018 Omnibus Incentive Plan, resulting in 20,027 shares held directly after these transactions.

Footnotes indicate this supplements an earlier disclosure of a 2,778 performance share award originally reported on April 3, 2023, now reflecting the actual vested amount based on Compensation Committee–determined performance results.

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Insider McLean James P.G.
Role Executive VP, Banner Bank
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share 1,999 $60.87 $122K
Tax Withholding Common Stock, $0.01 par value per share 584 $60.87 $36K
Holdings After Transaction: Common Stock, $0.01 par value per share — 20,611 shares (Direct)
Footnotes (1)
  1. This award for 2,778 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note the actual number of shares that vested based on the performance results as determined by Banner Corporation's Compensation Committee. Market price on March 4, 2026. Shares relinquished to cover tax obligations on vesting of 1,999 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
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Form 4 Insider Transactions: What Each Field Means →
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*
McLean James P.G.
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP, Banner Bank
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026
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 03/04/2026 A 1,999(1) A $60.87(2) 20,611 D
Common Stock, $0.01 par value per share 03/04/2026 F 584(3) D $60.87(2) 20,027 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. This award for 2,778 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note the actual number of shares that vested based on the performance results as determined by Banner Corporation's Compensation Committee.
2. Market price on March 4, 2026.
3. Shares relinquished to cover tax obligations on vesting of 1,999 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
/s/ Richard C. Arnold, attorney-in-fact for Mr. McLean 03/05/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Banner Corp (BANR) report for James P.G. McLean?

Banner Corp reported that Executive VP James P.G. McLean received an equity grant of 1,999 common shares and relinquished 584 shares for tax withholding. These transactions reflect vesting of prior performance-based awards and related tax obligations under the 2018 Omnibus Incentive Plan.

How many Banner Corp (BANR) shares did James P.G. McLean acquire and at what price?

James P.G. McLean acquired 1,999 shares of Banner Corp common stock through a grant or award at a market price of $60.87 per share. This award reflects vested performance-based shares determined by Banner Corporation’s Compensation Committee from a 2,778-share performance grant.

Why did James P.G. McLean dispose of 584 Banner Corp (BANR) shares?

James P.G. McLean relinquished 584 shares to cover tax obligations arising from the vesting of 1,999 restricted shares. The shares were used as payment for tax liabilities connected to the 2018 Omnibus Incentive Plan, rather than representing an open-market sale transaction.

What are James P.G. McLean’s Banner Corp (BANR) share holdings after these transactions?

After the March 4, 2026 transactions, James P.G. McLean directly holds 20,027 shares of Banner Corp common stock. His holdings first increased to 20,611 shares from the equity award, then decreased by 584 shares used to satisfy related tax obligations on vesting.

How does the 2023 performance share award relate to the 2026 Banner Corp (BANR) Form 4?

The 2026 filing supplements a prior report of a 2,778-share performance award initially disclosed on April 3, 2023. It updates investors with the actual 1,999 shares that vested, based on performance results determined by Banner Corporation’s Compensation Committee.

What plan governed the restricted stock vesting for Banner Corp (BANR) executive James P.G. McLean?

The restricted stock vesting and related tax-withholding disposition for James P.G. McLean occurred under Banner Corporation’s 2018 Omnibus Incentive Plan. This plan provided the framework for granting performance shares and handling tax obligations through the relinquishment of a portion of vested shares.