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Banner Corp (BANR) executive granted RSUs, surrenders shares for taxes

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

Rhea-AI Filing Summary

Banner Corp executive Kayleen R. Kohler reported equity compensation awards and related tax withholding transactions. She received two grants of restricted stock units under the 2023 Omnibus Incentive Plan at a reference price of $61.40 per share. One award vests ratably over three years beginning on April 1, 2026, while another depends on corporate and individual performance goals measured from January 1, 2026 through December 31, 2028. Each restricted stock unit represents the right to receive one share of common stock upon vesting and is subject to forfeiture and transfer limits until vesting.

On the same date, shares were relinquished at $61.34 per share to cover tax obligations on vesting of restricted stock previously granted under the 2018 Omnibus Incentive Plan. After these acquisitions and tax-withholding dispositions, Kohler directly holds 29,713 shares of Banner Corp common stock.

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Insider Kohler Kayleen R
Role Executive VP, Banner Bank
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share 2,081 $61.40 $128K
Grant/Award Common Stock, $0.01 par value per share 3,121 $61.40 $192K
Tax Withholding Common Stock, $0.01 par value per share 214 $61.34 $13K
Tax Withholding Common Stock, $0.01 par value per share 171 $61.34 $10K
Holdings After Transaction: Common Stock, $0.01 par value per share — 26,977 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 726 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 1, 2026. Shares relinquished to cover tax obligations on vesting of 580 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
Restricted stock unit awards 2 grants at $61.40/share Awards of RSUs under 2023 Omnibus Incentive Plan on April 1, 2026
Tax-withholding shares 214 shares at $61.34 Shares relinquished to cover tax on vesting of 726 restricted shares
Additional tax-withholding shares 171 shares at $61.34 Shares relinquished to cover tax on vesting of 580 restricted shares
Post-transaction holdings 29,713 shares Direct ownership of Banner Corp common stock after April 1, 2026 transactions
Total tax-withholding shares 385 shares Aggregate shares relinquished to cover tax obligations on April 1, 2026
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.
2023 Omnibus Incentive Plan financial
"Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period..."
2018 Omnibus Incentive Plan financial
"Shares relinquished to cover tax obligations on vesting of 726 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan."
forfeiture financial
"These restricted stock units are subject to forfeiture and to limits on transferability until they vest."
tax obligations financial
"Shares relinquished to cover tax obligations on vesting of 726 shares of restricted stock..."
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*
Kohler Kayleen R
(Last)(First)(Middle)
10 SOUTH FIRST AVENUE
(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 share04/01/2026A2,081(1)A$61.4(2)26,977D
Common Stock, $0.01 par value per share04/01/2026A3,121(3)A$61.4(2)30,098D
Common Stock, $0.01 par value per share04/01/2026F214(4)D$61.34(5)29,884D
Common Stock, $0.01 par value per share04/01/2026F171(6)D$61.34(5)29,713D
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 726 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
5. Market price on April 1, 2026.
6. Shares relinquished to cover tax obligations on vesting of 580 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
/s/ Richard C. Arnold, attorney-in-fact for Ms. Kohler04/02/2026
** 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 insider transactions did BANR executive Kayleen R. Kohler report?

Kayleen R. Kohler reported receiving restricted stock unit awards and relinquishing shares for taxes. The awards were granted under Banner Corp’s 2023 Omnibus Incentive Plan, and tax withholding related to vesting of earlier awards under the 2018 Omnibus Incentive Plan.

How many restricted stock units did BANR’s Kayleen Kohler receive in these awards?

Kohler received two restricted stock unit awards tied to Banner Corp common stock. Each restricted stock unit gives the right to one share upon vesting, with grants made at a reference price of $61.40 per share on April 1, 2026, under the 2023 Omnibus Incentive Plan.

What are the vesting terms of Kayleen Kohler’s new BANR equity awards?

One restricted stock unit award vests ratably over three years beginning April 1, 2026. The other vests based on corporate and individual performance goals measured from January 1, 2026 through December 31, 2028, and both remain subject to forfeiture and transfer limits until vesting.

Why did Kayleen Kohler relinquish BANR shares on April 1, 2026?

Kohler relinquished shares to cover tax obligations triggered by the vesting of restricted stock. The footnotes state shares were surrendered upon vesting of awards for 726 and 580 shares granted under Banner Corp’s 2018 Omnibus Incentive Plan, using market prices on April 1, 2026.

How many BANR shares does Kayleen Kohler hold after these transactions?

Following the reported equity awards and tax-withholding share relinquishments, Kohler directly owns 29,713 shares of Banner Corp common stock. This figure reflects her updated direct holdings after all Form 4 transactions reported for April 1, 2026.

Are Kayleen Kohler’s new BANR awards time-based or performance-based?

Kohler’s new awards include both time-based and performance-based restricted stock units. One grant vests ratably over three years, while another requires achieving specified corporate and individual performance goals over the period from 2026 through 2028 before vesting.