Reed James T Jr 4

4 · BANNER CORP · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

Banner Corp (BANR) EVP Reed James T Jr Receives Stock Awards

What Happened

Reed James T Jr, Executive Vice President of Banner Corp (BANR), was granted two restricted stock unit (RSU) awards on April 1, 2026: 1,744 RSUs at $61.40 each (value $107,082) and 2,616 RSUs at $61.40 each (value $160,622), for a total of 4,360 RSUs valued at $267,704. On the same date he surrendered 144 shares and 128 shares (272 total) at $61.34 each to satisfy tax liabilities (proceeds/withholding ≈ $16,685). These grants are awards (not open-market purchases or sales).

Key Details

Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (appears timely).
Award prices/values: 1,744 RSUs @ $61.40 = $107,082; 2,616 RSUs @ $61.40 = $160,622.
Tax-related dispositions: 144 shares @ $61.34 = $8,833; 128 shares @ $61.34 = $7,852 (total surrendered: 272 shares, ~$16,685).
Shares owned after transaction: filing notes at least 825 shares held directly through an IRA (per footnote).
Notable footnotes:
- F1: 1,744 RSUs granted under the 2023 Omnibus Incentive Plan vest ratably over three years beginning April 1, 2026 and are subject to forfeiture/transfer limits until vesting.
- F4: 2,616 RSUs are performance-based awards tied to corporate/individual goals for 2026–2028; vesting depends on achievement of those goals.
- F5/F7: the surrendered shares were used to cover tax obligations related to prior awards/vesting.
- F2/F6: prices reflect the closing/market price on April 1, 2026.

Context

These are equity awards (RSUs), not open-market purchases or option exercises. RSUs convert into shares only if/when they vest; one RSU equals the right to one share upon vesting. The 2,616-share award is performance-contingent and may vest only if specified goals are met through 2028. The small share relinquishments were to cover tax withholding and are routine for vesting awards; they do not necessarily indicate a change in the insider’s market view.

Form 4

Period: 2026-04-01

Executive VP, Banner Bank

Transactions

Award
Common Stock, $0.01 par value per share
[F1][F2][F3]
2026-04-01$61.40/sh+1,744$107,082→ 33,420 total
Award
Common Stock, $0.01 par value per share
[F4][F2][F3]
2026-04-01$61.40/sh+2,616$160,622→ 36,036 total
Tax Payment
Common Stock, $0.01 par value per share
[F5][F6][F3]
2026-04-01$61.34/sh−144$8,833→ 35,892 total
Tax Payment
Common Stock, $0.01 par value per share
[F7][F6][F3]
2026-04-01$61.34/sh−128$7,852→ 35,764 total

Footnotes (7)

[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]Includes direct ownership of 825 shares through IRA.
[F4]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.
[F5]Shares relinquished to cover tax obligations on vesting of 590 performance shares pursuant to 2018 Omnibus Incentive Plan.
[F6]Market price on April 1, 2026.
[F7]Shares relinquished to cover tax obligations on vesting of 522 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Signature

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

1 file