Columbia (NASDAQ: COLB) EVP gains stock via PSU vesting and tax withholding

Rhea-AI Filing Summary

Columbia Banking System EVP and Chief Marketing Officer David Moore Devine reported performance-based equity vesting and related tax withholding in common stock. On February 2, 2026, he acquired 2,095 shares at $29.69 per share from performance restricted stock units granted on February 21, 2023.

The units vested based on Columbia’s relative return on tangible common equity for fiscal years 2023–2025 versus a Compensation Committee–approved peer group. On the same date, 965 shares were withheld at $29.69 per share to cover tax obligations, leaving him with 23,267 directly owned shares of Columbia common stock.

SEC Form 4

FORM 4

UNITED 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

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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^*

Moore Devine David

(Last) (First) (Middle)

C/O COLUMBIA BANKING SYSTEM, INC.

1301 A STREET

(Street)

TACOMA WA 98402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COLUMBIA BANKING SYSTEM, INC. [ COLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A		2,095(1)	A	$29.69	24,232	D
Common Stock	02/02/2026		F		965(2)	D	$29.69	23,267	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares granted pursuant to the terms of the performance restricted stock units granted on February 21, 2023, which vested on February 2, 2026 based on to the issuer's relative return on tangible common equity for fiscal years 2023-2025 compared to a Compensation Committee approved group of peers.

2. Represents withholding of shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the shares granted pursuant to the terms of the performance restricted stock units vesting.

Remarks:

	/s/ Andrea M. Newburn, Attorney-in-fact	02/04/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transaction did COLB EVP David Moore Devine report?

David Moore Devine reported the vesting of performance restricted stock units into 2,095 shares of Columbia common stock on February 2, 2026, plus a related tax withholding of 965 shares. These movements are equity compensation events, not open-market stock purchases or sales.

How many COLB shares does the EVP own after this Form 4?

After the reported transactions, EVP David Moore Devine directly owns 23,267 shares of Columbia common stock. This reflects shares received from performance-based vesting on February 2, 2026, net of shares withheld to satisfy his tax obligations on the vested award.

What triggered the 2,095-share award reported for COLB?

The 2,095-share award resulted from performance restricted stock units granted on February 21, 2023 that vested on February 2, 2026. Vesting depended on Columbia’s relative return on tangible common equity for fiscal years 2023–2025 versus a Compensation Committee–approved peer group.

Why were 965 COLB shares withheld in this insider filing?

The 965 withheld shares represent stock retained by Columbia to cover the reporting person’s tax withholding obligations. This withholding is tied to the vesting of the performance restricted stock units into 2,095 shares of common stock on February 2, 2026.

Is the COLB EVP’s transaction a market sale or a tax-related event?

The Form 4 reflects equity compensation and tax withholding, not a discretionary open-market trade. Shares were issued from vesting performance restricted stock units, and a portion was automatically withheld in stock to satisfy associated tax obligations.

What performance metric governed the COLB restricted stock unit vesting?

The vesting depended on Columbia’s relative return on tangible common equity for fiscal years 2023–2025. Performance was measured versus a peer group approved by Columbia’s Compensation Committee, determining the final shares delivered to the executive.