Larsen Kenneth A 4

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.