Oxford Daniel Everett 4

4 · BANNER CORP · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

Banner Corp (BANR) EVP Daniel Everett Receives RSU Awards

What Happened

Daniel Everett, Executive Vice President of Banner Corp (BANR), received two restricted stock unit (RSU) awards on April 1, 2026: 1,324 RSUs valued at $61.40 each ($81,294) and 1,986 RSUs valued at $61.40 each ($121,940), for a total grant of 3,310 RSUs (~$203,234 based on the $61.40 closing price). On the same date he relinquished 137 shares (disposed) at $61.34 ($8,404) and 78 shares at $61.34 ($4,785) to cover tax obligations (total relinquished 215 shares, ~$13,189).

Key Details

Transaction date: April 1, 2026; prices: $61.40 (award valuation/closing price) and $61.34 (shares relinquished/market price).
Award types: one time-based RSU award (1,324 RSUs) vesting ratably over three years beginning Apr 1, 2026; one performance-based RSU award (1,986 RSUs) subject to corporate and individual performance goals over 2026–2028. Each RSU equals one share on vesting and is subject to forfeiture and transfer restrictions until vested.
Tax withholding: two share-surrender transactions (137 and 78 shares) were made to satisfy tax liabilities tied to prior restricted stock vesting under the 2018 Omnibus Incentive Plan per filing footnotes.
Shares owned after the transaction: not reported in this Form 4.
Filing timeliness: Reported with Period of Report 2026-04-01 and filed 2026-04-02 — appears timely.

Context

RSU grants (A) are awards, not open-market purchases; they indicate compensation rather than an immediate bullish purchase. The performance-based portion vests only if specified goals are met.
The disposals reported here are tax-withholding actions (F), a routine step when awards vest and do not necessarily indicate a voluntary sale of shares for investment reasons.

Form 4

Period: 2026-04-01

Executive VP, Banner Bank

Transactions

Award
Common Stock, $0.01 par value per share
[F1][F2]
2026-04-01$61.40/sh+1,324$81,294→ 7,640 total
Award
Common Stock, $0.01 par value per share
[F3][F2]
2026-04-01$61.40/sh+1,986$121,940→ 9,626 total
Tax Payment
Common Stock, $0.01 par value per share
[F4][F5]
2026-04-01$61.34/sh−137$8,404→ 9,489 total
Tax Payment
Common Stock, $0.01 par value per share
[F6][F5]
2026-04-01$61.34/sh−78$4,785→ 9,411 total

Footnotes (6)

[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 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.
[F4]Shares relinquished to cover tax obligations on vesting of 561 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.
[F5]Market price on April 1, 2026.
[F6]Shares relinquished to cover tax obligations on vesting of 320 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

Signature

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

1 file