Newman Scott S. 4
4 · BANNER CORP · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
Banner Corp (BANR) Exec VP Scott S. Newman Receives RSU Award
What Happened
Scott S. Newman, Executive Vice President of Banner Bank (Banner Corp, BANR), was granted two restricted stock unit (RSU) awards on April 1, 2026 totaling 3,337 RSUs: 1,335 RSUs valued at $61.40 each ($81,969) and 2,002 RSUs valued at $61.40 each ($122,923). On the same date 98 shares were surrendered/ disposed to cover tax obligations at $61.34 per share (total ~$6,011). The grants are awards (not purchases) — RSUs give the right to receive shares if and when they vest.
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (timely).
- Grants: 1,335 RSUs @ $61.40 (value $81,969) and 2,002 RSUs @ $61.40 (value $122,923). Combined value ≈ $204,892. (Footnote F2 = closing price $61.40.)
- Tax withholding: 98 shares disposed @ $61.34 ($6,011) to cover taxes (Footnote F4; F5 = market price $61.34).
- Vesting/conditions: One award vests ratably over three years beginning April 1, 2026 (F1). The other is a performance-based RSU covering 2026–2028 and vests only if performance goals are met (F3). RSUs are subject to forfeiture and transfer restrictions until vested.
- Shares owned after transaction: Not specified in the filing.
- Filing timeliness: Filed the next calendar day (appears timely; no late filing indicated).
Context
- These transactions are equity awards (compensation), common for executives. Time-based RSUs vest over years (a retention signal) while performance RSUs vest only if company/individual goals are achieved (alignment with targets).
- The 98-share disposal was a tax withholding action to satisfy tax liabilities on previously vesting shares (routine, not an open-market sale).
- No 10% owner or 10b5-1 plan was indicated; this appears to be standard executive comp reporting, not an active purchase or market-sale signal.
Insider Transaction Report
Form 4
BANNER CORPBANR
Newman Scott S.
Executive VP, Banner Bank
Transactions
- Award
Common Stock, $0.01 par value per share
[F1][F2]2026-04-01$61.40/sh+1,335$81,969→ 5,103 total - Award
Common Stock, $0.01 par value per share
[F3][F2]2026-04-01$61.40/sh+2,002$122,923→ 7,105 total - Tax Payment
Common Stock, $0.01 par value per share
[F4][F5]2026-04-01$61.34/sh−98$6,011→ 7,007 total
Footnotes (5)
- [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]Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over aperiod 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.
- [F4]Shares relinquished to cover tax obligations on vesting of 399 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.
- [F5]Market price on April 1, 2026.
Signature
/s/ Richard C. Arnold, attorney-in-fact for Mr. Newman|2026-04-02