Brown Janet M 4

What Happened
Janet M. Brown, Executive Vice President of Banner Bank (a Banner Corp subsidiary), was granted a total of 7,052 restricted stock units (RSUs) on April 1, 2026 — 1,980; 2,970; and 2,102 RSUs — at a reported price of $61.40 per share (total value ≈ $432,993). On the same date she relinquished 333 shares (185 and 148) at $61.34 per share to satisfy tax withholding obligations related to prior restricted stock vesting (total ≈ $20,426). These awards are RSUs (rights to receive shares upon vesting), not open-market purchases.

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (timely).
• Awards: 1,980 RSUs @ $61.40 = $121,572 (time-based vesting per footnote); 2,970 RSUs @ $61.40 = $182,358 (performance-based RSUs); 2,102 RSUs @ $61.40 = $129,063 (one-year vesting).
• Tax withholding: 185 shares surrendered @ $61.34 = $11,348 and 148 shares surrendered @ $61.34 = $9,078 to cover tax obligations on prior restricted stock vesting.
• Shares owned after the transaction: not stated in the filing.
• Notable footnotes: RSUs represent the right to receive one share upon vesting, are subject to forfeiture and transfer restrictions, and include time-based and performance-based grants. The share surrenders were tax withholding on vesting of earlier awards.

Context
These were equity awards (RSUs), not open-market buys or option exercises. Time-based RSUs vest over specified periods (some over one year, some ratably over three years); the performance-based portion vests only if specified goals are met. Relinquishing shares to cover taxes is a routine administrative step and does not necessarily indicate a change in insider sentiment.