BORRECCO MARK CHARLES 4

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.