BANNER CORP·4

Apr 2, 2:39 PM ET

BORRECCO MARK CHARLES 4

4 · BANNER CORP · Filed Apr 2, 2026

Research Summary

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Banner Corp (BANR) EVP Mark Borrecco Receives RSU Awards

What Happened
Mark Charles Borrecco, Executive Vice President of Banner Corp (Banner Bank), received two restricted stock unit (RSU) awards on April 1, 2026: 3,829 RSUs (valued at $235,101) and 5,743 RSUs (valued at $352,620), for a combined award of 9,572 RSUs valued at $587,721 (price used $61.40). On the same date 345 shares were surrendered/ disposed to cover tax withholding obligations, valued at $21,162 (market price $61.34).

Key Details

  • Transaction dates: April 1, 2026 (filed April 2, 2026). Filing appears timely relative to transaction date.
  • Award types/codes: A = Award/Grant (RSUs); F = tax withholding (shares relinquished).
  • Award specifics:
    • 3,829 RSUs @ $61.40 = $235,101 (F1/F2)
    • 5,743 RSUs @ $61.40 = $352,620 (F3/F2)
    • Total granted: 9,572 RSUs valued at $587,721.
  • Tax withholding: 345 shares relinquished @ $61.34 = $21,162. Footnote indicates these 345 shares were withheld to cover taxes on the vesting of 1,067 shares (F4, F5).
  • Vesting and restrictions: One award vests ratably over three years beginning April 1, 2026 (each RSU converts to one share on vesting) and the other is performance-based, vesting only if specified corporate/individual goals are met through Dec 31, 2028. RSUs are subject to forfeiture and transfer restrictions until vesting (F1, F3).
  • Shares owned after transaction: Not specified in the filing.

Context
These were equity awards (RSUs), not open-market purchases or option exercises. RSU grants are common long-term incentive compensation and do not represent an immediate outlay by the insider; the withheld 345 shares are a routine tax-withholding action rather than a market sale. The performance-based portion will only convert to shares if stated goals are achieved over the 2026–2028 performance period.

Insider Transaction Report

Form 4
Period: 2026-04-01
BORRECCO MARK CHARLES
Executive VP, Banner Bank
Transactions
  • Award

    Common Stock, $0.01 par value per share

    [F1][F2]
    2026-04-01$61.40/sh+3,829$235,10115,301 total
  • Award

    Common Stock, $0.01 par value per share

    [F3][F2]
    2026-04-01$61.40/sh+5,743$352,62021,044 total
  • Tax Payment

    Common Stock, $0.01 par value per share

    [F4][F5]
    2026-04-01$61.34/sh345$21,16220,699 total
Footnotes (5)
  • [F1]Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on April 1, 2026 and ending on the third anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.
  • [F2]Closing price on April 1, 2026.
  • [F3]Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2028. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.
  • [F4]Shares relinquished to cover tax obligations on vesting of 1,067 shares of restricted stock pursuant to 2023 Omnibus Incentive Plan.
  • [F5]Market price on April 1, 2026.
Signature
/s/ Richard C. Arnold, attorney-in-fact for Mr. Borrecco|2026-04-02

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT