Rice Jill M 4

4 · BANNER CORP · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

Banner Corp (BANR) EVP Jill Rice Receives RSU Awards

What Happened

Jill M. Rice, Executive Vice President at Banner Bank (Banner Corp, ticker BANR), was granted two restricted stock unit (RSU) awards on April 1, 2026: 2,155 RSUs valued at $132,317 and 3,232 RSUs valued at $198,445 (combined value ≈ $330,762) at a per-share price of $61.40. On the same date she relinquished 318 and 254 shares (572 shares total) at $61.34 per share to satisfy tax withholding obligations (total ≈ $35,086). The grants are coded A (award) and the share relinquishments are coded F (tax withholding).

Key Details

Transaction date: April 1, 2026. Grant price used: $61.40; withholding price: $61.34.
Awards: 2,155 RSUs (non-performance) and 3,232 performance-based RSUs; total value ≈ $330,762.
Tax withholding: 318 + 254 shares (572) relinquished, totaling ≈ $35,086 to cover taxes on earlier vesting.
Shares owned after the transactions: not specified in the filing.
Footnotes:
- Non-performance RSUs vest ratably over three years beginning April 1, 2026 and are subject to forfeiture/transfer limits (F1).
- Performance RSUs vest only if specified corporate/individual goals are met (performance period Jan 1, 2026–Dec 31, 2028) (F3).
- The withheld shares relate to tax obligations from vesting of awards under the 2018 Omnibus Incentive Plan (F4, F6).
Filing timing: Form filed April 2, 2026 (next day); no late filing indicated.

Context

These were grants of restricted stock units (not open-market purchases). Each RSU represents the right to one share upon vesting; RSUs are typically subject to vesting schedules and forfeiture conditions. The F-coded disposals are routine share-withholding to cover taxes on vesting and are not the same as an open-market sale.

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+2,155$132,317→ 26,796 total
Award
Common Stock, $0.01 par value per share
[F3][F2]
2026-04-01$61.40/sh+3,232$198,445→ 30,028 total
Tax Payment
Common Stock, $0.01 par value per share
[F4][F5]
2026-04-01$61.34/sh−318$19,506→ 29,710 total
Tax Payment
Common Stock, $0.01 par value per share
[F6][F5]
2026-04-01$61.34/sh−254$15,580→ 29,456 total

Holdings

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 807 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
[F5]Market price on April 1, 2026.
[F6]Shares relinquished to cover tax obligations on vesting of 645 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Signature

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

1 file