Larsen Kenneth A 4

4 · BANNER CORP · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

Banner Corp (BANR) EVP Kenneth Larsen Receives Stock Award

What Happened

Kenneth A. Larsen, Executive Vice President of Banner Corp (BANR), received two restricted stock unit (RSU) awards on April 1, 2026: 1,324 time‑based RSUs and 1,986 performance‑based RSUs (total 3,310 RSUs) at a reference price of $61.40, valued at about $203,234.
On the same date Larsen had 126 and 93 shares (219 total) withheld/disposed to cover tax obligations at $61.34 per share, totaling about $13,434. These withholding disposals are tax-related and coded as F (tax/payment).

Key Details

Transaction date: April 1, 2026. Award price used: $61.40; withholding price: $61.34.
Awards: 1,324 RSUs (time‑based) and 1,986 RSUs (performance‑based) — total 3,310 RSUs granted (value ≈ $203,234).
Tax withholding: 219 shares relinquished to cover tax obligations (value ≈ $13,434).
Shares owned after transaction: 3,236 shares reported as directly owned (3,011 through Deferred Compensation Plan + 225 through an IRA).
Notable footnotes:
- Time‑based RSUs vest ratably over three years beginning April 1, 2026 (subject to forfeiture until vested).
- Performance RSUs vest only if specified corporate/individual goals are met through Dec 31, 2028.
- Withheld shares relate to tax obligations on prior restricted stock vestings.
Filing timeliness: no late‑filing flag indicated.

Context

These transactions are grant awards (not open‑market purchases) — RSUs represent the right to receive shares upon vesting and are subject to forfeiture and transfer limits until vested.
The withheld shares were surrendered to satisfy tax obligations (a routine administrative step), not a market sale intent signal.

Form 4

Period: 2026-04-01

Executive VP, Banner Bank

Transactions

Award
Common Stock, $0.01 par value per share
[F1][F2][F3]
2026-04-01$61.40/sh+1,324$81,294→ 23,514 total
Award
Common Stock, $0.01 par value per share
[F4][F2][F3]
2026-04-01$61.40/sh+1,986$121,940→ 25,500 total
Tax Payment
Common Stock, $0.01 par value per share
[F5][F6][F3]
2026-04-01$61.34/sh−126$7,729→ 25,374 total
Tax Payment
Common Stock, $0.01 par value per share
[F7][F6][F3]
2026-04-01$61.34/sh−93$5,705→ 25,281 total

Footnotes (7)

[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]Includes direct ownership of 3,011 shares through Deferred Compensation Plan and 225 shares through an IRA.
[F4]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.
[F5]Shares relinquished to cover tax obligations on vesting of 514 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
[F6]Market price on April 1, 2026.
[F7]Shares relinquished to cover tax obligations on vesting of 378 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Signature

/s/ Richard C. Arnold, attorney-in-fact for Mr. Larsen|2026-04-02

1 file