Kohler Kayleen R 4

What Happened
Kayleen R. Kohler, Executive Vice President of Banner Corp (BANR), received two restricted stock unit (RSU) awards on April 1, 2026: 2,081 RSUs at $61.40 each (value $127,773) and 3,121 RSUs at $61.40 each (value $191,629), totaling $319,402. On the same date she relinquished 214 shares and 171 shares (385 total) at $61.34 each to satisfy tax obligations, totaling $23,616. The RSUs are awards (not open-market purchases) and typically signal compensation, not an immediate cash-market buy.

Key Details

• Transaction date: 2026-04-01 (Form filed 2026-04-02 — timely filing).
• Grant details: 2,081 RSUs @ $61.40 ($127,773) and 3,121 RSUs @ $61.40 ($191,629).
• Tax-withholding dispositions: 214 shares @ $61.34 ($13,127) and 171 shares @ $61.34 ($10,489).
• Net reported activity on the form: +5,202 RSUs granted and 385 shares surrendered for tax withholding.
• Shares owned after transaction: not specified in the filing.
• Footnotes of note:
  • One award vests ratably over a three-year period beginning April 1, 2026 (subject to forfeiture until vested).
  • The larger award is performance-based and vests only if specified corporate and individual goals are met through Dec 31, 2028.
  • The surrendered shares were used to cover tax obligations on earlier vested awards under the 2018 Omnibus Incentive Plan.
  • Prices reported reflect the market/closing price on April 1, 2026.

Context
RSU grants are compensation and do not represent an immediate purchase of stock; the shares are delivered (if at all) only as they vest and may be forfeited if conditions aren’t met. The share relinquishments here are routine tax-withholding actions (cashless surrender), not open-market sales that indicate trading intent. The performance-based RSU may never convert to shares if goals are unmet, so treat the award as contingent compensation rather than an outright purchase.