Oxford Daniel Everett 4

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.