BANNER CORP 10-K

Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our voting common stock is principally traded on the NASDAQ Global Select Market under the symbol “BANR.” Shareholders of record as of December 31, 2022 totaled 1,856 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. Dividends Banner has historically paid cash dividends to its common shareholders. Payments of future cash dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our business, operating results and financial condition, capital requirements, current and anticipated cash needs, plans for expansion, any legal or contractual limitation on our ability to pay dividends and other relevant factors including required payments on our TPS. During 2022, we increased our regular quarterly dividend by 9% to $0.48 per share. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in future periods. Dividends on common stock from Banner depend substantially upon receipt of dividends from the Bank, which is the Company’s predominant source of income. Management’s projections show an expectation that cash dividends will continue for the foreseeable future. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, 2022: Period Total Number of Common Shares Purchased (1) 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, 2022 - October 31, 2022 72 $ 59.36 — 1,512,510 November 1, 2022 - November 30, 2022 723 72.11 — 1,512,510 December 1, 2022 - December 31, 2022 58 62.26 — 1,512,510 Total for quarter 853 $ 70.36 — 1,512,510 (1) Includes 853 shares were surrendered by employees to satisfy tax withholding obligations upon the vesting of restricted stock grants in the fourth quarter of 2022. 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). This authorization expired in December of 2022. There were no shares tendered in connection with option exercises during the years ended December 31, 2022 and 2021, respectively. Restricted shares canceled to pay withholding taxes totaled 55,228 and 59,730 during the years ended December 31, 2022 and 2021, respectively. Equity Compensation Plan Information The equity compensation plan information presented under subparagraph (d) in Part III, Item 12 of this Form 10-K is incorporated herein by reference. 39 Performance Graph The following graph compares the cumulative total shareholder return on Banner 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 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 Banner Corporation 100.00 100.05 109.07 95.40 128.09 137.28 NASDAQ Composite 100.00 97.16 132.81 192.47 235.15 158.65 KBW Regional Bank Index 100.00 82.51 102.20 93.33 127.53 118.71 S&P 500 100.00 95.62 125.72 148.85 191.58 156.88 *Assumes $100 invested in Banner Corporation common stock and each index at the close of business on December 31, 2017 and that all dividends were reinvested. Information for the graph was provided by Bloomberg LP, New York City, NY. Item 6 - Reserved 40