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Banner Corp (BANR) EVP receives time- and performance-based stock awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Banner Corp executive vice president Daniel Everett Oxford received equity awards in the form of common stock on April 1, 2026 under the company’s Omnibus Incentive Plans. He was granted 1,324 shares that vest ratably over three years beginning April 1, 2026, and 1,986 performance-based restricted stock units tied to corporate and individual goals through December 31, 2028. To cover tax obligations on vesting of earlier restricted stock awards, 137 and 78 shares were relinquished at market prices around $61.34 per share. After these compensation and tax-withholding transactions, he directly holds 9,411 shares of Banner Corp common stock.

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Insider Oxford Daniel Everett
Role Executive VP, Banner Bank
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share 1,324 $61.40 $81K
Grant/Award Common Stock, $0.01 par value per share 1,986 $61.40 $122K
Tax Withholding Common Stock, $0.01 par value per share 137 $61.34 $8K
Tax Withholding Common Stock, $0.01 par value per share 78 $61.34 $5K
Holdings After Transaction: Common Stock, $0.01 par value per share — 7,640 shares (Direct)
Footnotes (1)
  1. 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. Closing price on April 1, 2026. 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. Shares relinquished to cover tax obligations on vesting of 561 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan. Market price on April 1, 2026. Shares relinquished to cover tax obligations on vesting of 320 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.
Time-based award 1,324 shares Vests ratably over three years beginning April 1, 2026
Performance-based RSUs 1,986 units Performance period January 1, 2026 to December 31, 2028
Tax-withholding shares 215 shares 137 and 78 shares relinquished to cover tax obligations
Closing price $61.40 per share Closing price on April 1, 2026 used for awards
Market price $61.34 per share Market price on April 1, 2026 for tax-withholding dispositions
Shares after transactions 9,411 shares Direct holdings after all April 1, 2026 transactions
restricted stock unit financial
"Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Omnibus Incentive Plan financial
"Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period..."
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
performance goals financial
"subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026..."
Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.
tax obligations financial
"Shares relinquished to cover tax obligations on vesting of 561 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan."
forfeiture financial
"These restricted stock units are subject to forfeiture and to limits on transferability until they vest."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Oxford Daniel Everett
(Last)(First)(Middle)
10 S. FIRST STREET
(Street)
WALLA WALLA WASHINGTON 99362
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BANNER CORP [ BANR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive VP, Banner Bank
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share04/01/2026A1,324(1)A$61.4(2)7,640D
Common Stock, $0.01 par value per share04/01/2026A1,986(3)A$61.4(2)9,626D
Common Stock, $0.01 par value per share04/01/2026F137(4)D$61.34(5)9,489D
Common Stock, $0.01 par value per share04/01/2026F78(6)D$61.34(5)9,411D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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.
2. Closing price on April 1, 2026.
3. 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.
4. Shares relinquished to cover tax obligations on vesting of 561 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.
5. Market price on April 1, 2026.
6. Shares relinquished to cover tax obligations on vesting of 320 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.
/s/ Richard C. Arnold, attorney-in-fact for Mr. Oxford04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Banner Corp (BANR) executive Daniel Oxford receive?

Daniel Oxford received two stock-based awards on April 1, 2026. One grant covers 1,324 time-based shares vesting over three years, and another consists of 1,986 performance-based restricted stock units linked to corporate and individual goals through December 31, 2028.

How do Daniel Oxford’s time-based Banner Corp (BANR) stock awards vest?

The 1,324 awarded shares vest ratably over a three-year period starting April 1, 2026. Vesting occurs annually until the third anniversary, and the restricted stock units remain subject to forfeiture and transfer limits until fully vested and converted into common shares.

What conditions apply to Daniel Oxford’s performance-based awards at Banner Corp (BANR)?

The 1,986 performance-based restricted stock units vest based on achieving specified corporate and individual performance goals. The performance period runs from January 1, 2026 through December 31, 2028, and units are subject to forfeiture and transfer limits until any vesting is earned.

Why did Daniel Oxford relinquish some Banner Corp (BANR) shares?

He relinquished 137 and 78 shares to satisfy tax obligations upon vesting of 561 and 320 restricted shares granted under the 2018 Omnibus Incentive Plan. These F-code transactions are tax-withholding dispositions, not open-market sales, using market prices around $61.34 per share.

How many Banner Corp (BANR) shares does Daniel Oxford hold after these transactions?

Following the April 1, 2026 equity grants and tax-withholding dispositions, Daniel Oxford directly holds 9,411 shares of Banner Corp common stock. This figure reflects his position after all reported awards and share relinquishments associated with vesting and related tax payments.

What plans govern Daniel Oxford’s recent Banner Corp (BANR) stock awards?

The new awards were granted under the 2023 Omnibus Incentive Plan, while the vested shares that triggered tax obligations came from the 2018 Omnibus Incentive Plan. Both plans use restricted stock or restricted stock units that are subject to vesting, forfeiture, and transfer limitations.