Harrison Karen 4

What Happened
Karen Harrison, Executive Vice President of Banner Corp (BANR), received three restricted stock unit (RSU) awards on April 1, 2026 totaling 5,173 RSUs valued at about $317,622 (5,173 x $61.40). On the same date 318 shares were relinquished to cover tax withholding obligations (183 and 135 shares) with reported values of $11,225 and $8,281 respectively (price reported $61.34). The awards were reported as grants (transaction code A); the share relinquishments are tax-withholding disposals (transaction code F).

Key Details

• Transaction date(s): April 1, 2026; Form 4 filed April 2, 2026 (appears timely).
• Grant details: 1,397 RSUs ($85,776), 2,095 RSUs ($128,633), and 1,681 RSUs ($103,213) — total 5,173 RSUs valued at ~$317,622 using $61.40.
• Tax withholding: 183 shares ($11,225) and 135 shares ($8,281) surrendered to satisfy tax obligations (total 318 shares).
• Shares owned after transactions: Not specified in the provided filing excerpt.
• Footnotes / vesting: Awards are RSUs under Banner’s 2023 Omnibus Incentive Plan and are subject to vesting and forfeiture; some awards vest ratably over three years, some over one year, and some are performance-based (vesting tied to 2026–2028 performance goals). The withheld shares relate to tax obligations on prior restricted stock vesting under the 2018 plan.
• Transaction codes: A = Award/Grant (new RSUs); F = disposal for tax withholding. No 10b5-1 plan or late-filing indication in the filing.

Context
These transactions are equity compensation (RSU grants) rather than open-market purchases or sales. RSUs represent the right to receive shares upon vesting and are common executive compensation; withholding of shares to cover taxes is a routine administrative step and does not necessarily indicate a change in the insider’s market view. Performance-based awards will only convert to shares if specified goals are met.