Columbia Banking (COLB) CEO reports forfeitures and tax withholdings

Rhea-AI Filing Summary

Columbia Banking, Inc. Chair, President and CEO Clint Stein reported several equity award-related changes in his common stock holdings on January 20, 2026. He forfeited 3,588 shares tied to performance restricted stock units granted on February 21, 2023 because a total shareholder return target was not met at target, and separately forfeited 2,727 shares from performance restricted stock units granted on March 14, 2023 for the same reason. In addition, 7,615 shares and 5,635 shares of common stock were withheld at a price of $28.35 per share to satisfy his tax withholding obligations associated with the vesting of previously issued restricted stock units. Following these transactions, Stein directly owned 123,396 shares of Columbia Banking 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^*

Stein Clint

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		D		3,588(1)	D	$0	139,373	D
Common Stock	01/20/2026		F		7,615(2)	D	$28.35	131,758	D
Common Stock	01/20/2026		D		2,727(3)	D	$0	129,031	D
Common Stock	01/20/2026		F		5,635(2)	D	$28.35	123,396	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 forfeited pursuant to the terms of the performance restricted stock units granted on February 21, 2023 and reported on the reporting person's Form 4 filed on February 21, 2023 (in accordance with Rule 16b-3(e)) due to the issuer's total shareholder return performance target not being met at target.

2. Represents withholding of shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of previously issued restricted stock units.

3. Shares forfeited pursuant to the terms of the performance restricted stock units granted on March 14, 2023 and reported on the reporting person's Form 4 filed on March 15, 2023 (in accordance with Rule 16b-3(e)) due to the issuer's total shareholder return performance target not being met at target.

Remarks:

	/s/ Andrea M. Newburn, Attorney-in-fact	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Who is the insider in the COLB Form 4 filing and what is their role?

The insider is Clint Stein, who serves as Chair, President, and CEO of Columbia Banking, Inc. (COLB), and is also a director of the company.

What types of transactions did COLB CEO Clint Stein report on January 20, 2026?

Clint Stein reported forfeitures of performance-based restricted stock units (transaction code D) and share withholdings for taxes related to restricted stock unit vesting (transaction code F) in Columbia Banking common stock.

How many Columbia Banking shares were forfeited due to performance targets not being met?

Stein forfeited 3,588 shares from performance restricted stock units granted on February 21, 2023 and 2,727 shares from performance restricted stock units granted on March 14, 2023 because the issuer’s total shareholder return targets were not met at target.

Why were some COLB shares withheld at $28.35 per share in this Form 4?

The Form 4 states that 7,615 shares and 5,635 shares of Columbia Banking common stock were withheld at $28.35 per share to cover Stein’s tax withholding obligations arising from the vesting of previously issued restricted stock units.

How many COLB shares does CEO Clint Stein own after these transactions?

After the reported forfeitures and tax withholdings on January 20, 2026, Clint Stein directly owned 123,396 shares of Columbia Banking common stock.

Were these COLB insider transactions open-market sales by the CEO?

No. The filing describes forfeitures of performance-based restricted stock units due to total shareholder return targets not being met and share withholdings to satisfy tax obligations on vesting restricted stock units, rather than open-market share sales.