BANNER CORP 10-K

Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our voting common stock is principally traded on the NASDAQ Global Select Market under the symbol “BANR.” Shareholders of record as of December 31, 2021 totaled 1,957 based upon securities position listings furnished to us by our transfer agent. This total does not reflect the number of persons or entities who hold stock in nominee or “street” name through various brokerage firms. Issuer Purchases of Equity Securities The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, 2021: Period Total Number of Common Shares Purchased Average Price Paid per Common Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Remaining Shares that May be Purchased at Period End under the Board Authorization October 1, 2021 - October 31, 2021 122 $ 57.58 — 707,781 November 1, 2021 - November 30, 2021 — — — 707,781 December 1, 2021 - December 31, 2021 58 56.06 — 1,712,510 Total for quarter 180 $ 57.09 — 1,712,510 On December 22, 2021, the Company announced that its Board of Directors had authorized the repurchase up to 1,712,510 shares of the Company’s common stock (which was equivalent to 5% of the Company’s common stock). Under the authorization, shares may be repurchased by the Company in open market purchases. No shares were repurchased under this authorization during December 2021. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. In addition, 180 shares were surrendered by employees to satisfy tax withholding obligations upon the vesting of restricted stock grants in the fourth quarter of 2021. There were no shares tendered in connection with option exercises during the years ended December 31, 2021 and 2020, respectively. Restricted shares canceled to pay withholding taxes totaled 59,730 and 41,507 during the years ended December 31, 2021 and 2020, respectively. 41 Performance Graph The following graph compares the cumulative total shareholder return on Banner Corporation common stock with the cumulative total return on the NASDAQ (U.S. Stock) Index, a peer group of the KBW Regional Bank Index and the S&P 500. Total return assumes the reinvestment of all dividends. Year Ended Index 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 Banner Corporation 100.00 102.26 102.31 111.54 97.55 130.98 NASDAQ Composite 100.00 129.64 125.96 172.18 249.51 304.85 KBW Regional Bank Index 100.00 101.81 84.00 104.05 95.02 129.84 S&P 500 100.00 121.83 116.49 153.17 181.35 233.41 *Assumes $100 invested in Banner Corporation common stock and each index at the close of business on December 31, 2016 and that all dividends were reinvested. Information for the graph was provided by Bloomberg LP, New York City, NY. Our ability to pay dividends on our common stock depends primarily on dividends we receive from Banner Bank. The timing and amount of cash dividends paid on our common stock depends on our earnings, capital requirements, financial condition and other relevant factors, including required payments on our TPS, and is subject to the discretion of our Board of Directors. During 2021, we kept our regular quarterly dividend at $0.41 per share. Subsequent to December 31, 2021, we declared a $0.44 per share quarterly dividend, a 7% increase compared to the 2021 quarterly dividend, payable on February 14, 2022. There can be no assurance that we will pay dividends on our common stock in the future. For additional information on our ability to pay dividends, see Item 1 of this report, “Business–Regulation–Banner Bank–Dividends” and “Banner Corporation–Dividends.” 42 Item 6 - Reserved 43