Rice Jill M 4

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.