Newman Scott S. 4

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.