Reed James T Jr 4

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.