What did Banner Corp (BANR) executive James M. Costa report in this Form 4?

James M. Costa reported a tax-related share disposition . He relinquished 252 shares of Banner Corp common stock to cover tax obligations tied to restricted stock vesting, a routine non-market transaction that does not represent an open-market sale.

How many Banner Corp (BANR) shares were withheld for taxes in this filing?

The filing shows 252 shares of Banner Corp common stock were relinquished. These shares were used to satisfy tax obligations arising from the vesting of 1,008 restricted stock shares granted under the company’s 2018 Omnibus Incentive Plan.

How many Banner Corp (BANR) shares does James M. Costa hold after this transaction?

After the tax-withholding disposition, James M. Costa directly holds 42,853 shares of Banner Corp common stock. This figure reflects his position immediately following the 252-share relinquishment for tax obligations on restricted stock vesting.

What equity award triggered the tax-withholding shares in Banner Corp (BANR)?

The tax-withholding event was triggered by vesting of 1,008 restricted stock shares granted under Banner Corp’s 2018 Omnibus Incentive Plan. A portion of the vested shares was relinquished to satisfy associated tax liabilities.

Banner Corp (BANR) EVP relinquishes 252 shares to cover taxes on RSU vesting

Q: What is the market price used for the tax-withholding shares in BANR’s Form 4?

The 252 relinquished shares were valued at a market price of $60.86 per share on April 2, 2026. This price is disclosed in the footnotes and is used to determine the value of shares applied toward the tax obligation.

Q: Was this BANR Form 4 transaction an open-market sale of shares?

No. The Form 4 describes a tax-withholding disposition , not an open-market sale. Shares were surrendered to cover tax obligations triggered by vesting of restricted stock, a common administrative event in equity compensation programs.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Banner Corp executive James M. Costa reported a routine tax-withholding share disposition related to restricted stock vesting. On the vesting of 1,008 shares of restricted stock under the 2018 Omnibus Incentive Plan, 252 shares of common stock were relinquished at a market price of $60.86 per share to cover tax obligations. After this transaction, Costa directly holds 42,853 shares of Banner Corp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Costa James M

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value per share	252	$60.86	$15K

Holdings After Transaction: Common Stock, $0.01 par value per share — 42,853 shares (Direct)

Footnotes (1)

Shares relinquished to cover tax obligations on vesting of 1,008 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 2, 2026

Key Figures

Tax-withheld shares: 252 shares Market price: $60.86 per share Post-transaction holdings: 42,853 shares +1 more

4 metrics

Tax-withheld shares 252 shares Shares relinquished to cover tax obligations on vesting

Market price $60.86 per share Market price on April 2, 2026 for relinquished shares

Post-transaction holdings 42,853 shares Common shares directly held after tax-withholding disposition

Vested restricted stock 1,008 shares Restricted stock vesting under 2018 Omnibus Incentive Plan

Key Terms

restricted stock, 2018 Omnibus Incentive Plan, tax obligations, vesting

4 terms

restricted stock financial

"vesting of 1,008 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2018 Omnibus Incentive Plan financial

"restricted stock pursuant to 2018 Omnibus Incentive Plan"

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 1,008 shares"

vesting financial

"on vesting of 1,008 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 01:03 PM

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^*

Costa James M

(Last)

(First)

(Middle)

10 SOUTH FIRST AVENUE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP, Banner Bank

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	04/02/2026		F		252⁽¹⁾	D	$60.86⁽²⁾	42,853	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares relinquished to cover tax obligations on vesting of 1,008 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Costa	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What is the market price used for the tax-withholding shares in BANR’s Form 4?

The 252 relinquished shares were valued at a market price of $60.86 per share on April 2, 2026. This price is disclosed in the footnotes and is used to determine the value of shares applied toward the tax obligation.

Was this BANR Form 4 transaction an open-market sale of shares?

No. The Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were surrendered to cover tax obligations triggered by vesting of restricted stock, a common administrative event in equity compensation programs.