Columbia Bank SEC Filings

Jaynie M. Studenmund, a director of Columbia Banking System, Inc. (COLB), reported acquisition of Columbia common stock related to Columbia's acquisition of Pacific Premier Bancorp, Inc. Pursuant to the merger, each Pacific Premier share held by the reporting person converted into the right to receive 0.9150 shares of Columbia common stock, with fractional shares paid in cash. The reporter acquired 15,653 shares directly and 3,843 shares indirectly (via a Morgan Stanley IRA) on 08/31/2025, and an additional 2,205 restricted shares were acquired on 09/02/2025 that vest in full on 05/15/2026. The form notes closing prices on 08/29/2025: Columbia $26.77 and Pacific Premier $24.49.

Mitchell M. Christian, a director of Columbia Banking System, Inc. (COLB), reported acquisitions totaling 37,960 shares of Columbia common stock. On 08/31/2025 he received 35,755 shares as part of Columbia's acquisition of Pacific Premier Bancorp, Inc., where each Pacific Premier share converted into 0.9150 Columbia shares; fractional shares were paid in cash. The filing shows closing prices on 08/29/2025 of Columbia at $26.77 and Pacific Premier at $24.49. Separately, on 09/02/2025 he was granted 2,205 restricted shares that vest on 05/15/2026. All reported holdings are direct beneficial ownership and the transactions are coded as acquisitions with a reported price of $0, reflecting conversion/award mechanics.

Columbia Banking System, Inc. (COLB) filed an Initial Statement on Form 3 for reporting person Jaynie M. Studenmund, indicating her relationship to the issuer as a Director. The filing states no securities are beneficially owned by the reporting person. The form was executed by an attorney-in-fact on 09/03/2025 and records the triggering event date as 08/31/2025.

Columbia Banking System, Inc. (COLB) received an initial Form 3 disclosing that Mitchell M. Christian is reported as a Director and the filing shows no securities beneficially owned by the reporting person. The Form lists the triggering event date as 08/31/2025 and includes an attorney-in-fact signature on the form. This indicates the director currently holds no direct or indirect equity stake disclosed on the Form 3.

Columbia Banking System filed an amendment to its prior current report to supply the missing financial statements and pro forma financial information for Pacific Premier required by Item 9.01. The amendment states the Pacific Premier financial statements are attached as Exhibit 99.1 and the pro forma combined financials are attached as Exhibit 99.2, and that these exhibits are incorporated by reference into Item 9.01. Aside from adding these exhibits, the amendment affirms that all other information in the original report remains unchanged.

Columbia Banking System, Inc. completed its previously announced all-stock acquisition of Pacific Premier. The transaction structure included an initial merger of Merger Sub into Pacific Premier (the Merger), a subsequent second-step merger resulting in Columbia as the surviving parent (the Second Step Merger), and a bank-level combination where Pacific Premier Bank merged into Columbia Bank, with Columbia Bank surviving (the Bank Merger). Equity awards were handled per the merger agreement: certain outstanding restricted stock awards were converted into either merger consideration or into Columbia restricted stock awards based on the Exchange Ratio; performance-based restricted stock units were assumed and converted into Columbia RSU Awards on a target-performance basis; outstanding options were cancelled and option holders received a cash payment per the agreement. A registration statement on Form S-4 (File No. 333-287607) was declared effective on June 16, 2025. The filing references a Consulting Agreement and a joint press release dated September 2, 2025.