colb-20250330

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report: March 30, 2025

(Date of earliest event reported)

Columbia Banking System, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Washington	000-20288	91-1422237
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1301 A Street

Tacoma, Washington 98402-4200

(address of Principal Executive Offices)(Zip Code)

(253) 305-1900

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


TITLE OF EACH CLASS	TRADING SYMBOL	NAME OF EXCHANGE
Common Stock, No Par Value	COLB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ☐]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2025, the board of directors of Columbia Banking System, Inc. (the "Company") determined that Mr. Cort O’Haver, the Executive Chair of the Company’s board of directors, would no longer serve as Executive Chair, effective as of March 31, 2025. Mr. O’Haver became Executive Chair in connection with the merger of the Company and Umpqua Holdings Corporation, with a primary focus on helping ensure a successful integration of the two companies. The board determined that the integration of the two companies has been successfully achieved and that the governance structure adopted in connection with the merger is no longer required. The board previously eliminated certain merger-related governance provisions from the Company’s Amended and Restated Bylaws in November 2024. With completion of the integration, Mr. O’Haver has fulfilled his primary role with the Company and the role of Executive Chair has been eliminated. Also effective March 31, 2025, Mr. O’Haver resigned as a member of the board of directors of the Company and will no longer serve as a director or employee of the Company or any subsidiary.

In connection with the termination of Mr. O’Haver’s employment and other services, he is entitled to the severance benefits for an involuntary termination without cause as set forth in his employment letter agreement with the Company dated October 11, 2021, as described in the Company’s 2024 Proxy Statement. Mr. O’Haver’s severance benefits are subject to his execution of the release of claims attached to that agreement and his continued compliance with his noncompetition, nonsolicitation and other obligations under that agreement.

With the elimination of the Executive Chair position, the board elected director Maria Pope to serve as the independent, non-executive chair of the Company’s board of directors, effective April 1, 2025. Ms. Pope is president, chief executive officer and a member of the board of directors of Portland General Electric Company (NYSE: POR). She has served on the Company’s board since the merger was completed and previously served on the board of directors of Umpqua Holdings Corporation.


Item 7.01			Regulation FD Disclosure

On April 2, 2025, the Company issued a press release with respect to the above matters. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this paragraph, as well as Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933.


Item 9.01			Financial Statements and Exhibits

(d)			Exhibits.
			99.1 Press Release , dated April 2, 2025
			104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			COLUMBIA BANKING SYSTEM, INC. (Registrant)
Dated: April 2, 2025			By:/s/ Kumi Yamamoto Baruffi Kumi Yamamoto Baruffi Executive Vice President, General Counsel

Columbia Banking System Announces Board Chair Transition

TACOMA, Wash., April 2, 2025 – Columbia Banking System, Inc. (“Columbia” Nasdaq: COLB) announced a leadership transition today reflecting the completion of the integration following Columbia’s previously announced merger with Umpqua Holdings Corporation on February 28, 2023, which combined two premier banks in the Northwest to create one of the largest banks headquartered in the West.

Cort O’Haver, the Executive Chair of the Board of Directors of Columbia, concluded his service to the company and resigned from the Board on March 31, 2025. Mr. O’Haver became Executive Chair upon completion of the merger. Mr. O’Haver’s key focus was to help ensure a successful integration of the two companies. With completion of the integration ahead of schedule, the Board determined that the governance of Columbia no longer required the role of an Executive Chair and eliminated the position.

In connection with the completion of Mr. O’Haver’s service as Executive Chair, the Board elected Director Maria M. Pope to serve as its independent, non-executive Board Chair commencing April 1, 2025.

Craig Eerkes, Lead Independent Director noted: “I want to extend my heartfelt gratitude to Cort for his exceptional leadership and unwavering support of the vision Clint established for our combined company. His dedication has been instrumental in guiding us through a transformative period and positioning us for future success. I am equally thrilled to support Maria in her new role as Board Chair. With more than a decade of combined service with Umpqua and Columbia, her steady leadership and deep expertise have been invaluable assets to the board. I am confident in the bright future that lies ahead under Clint and Maria's leadership.”

Peggy Fowler, Nominating and Governance Committee Chair stated: “As we transition to the next chapter in leadership at our company, I want to express our appreciation for Cort’s service to the Board throughout the merger and integration. He championed Clint’s vision for the future, galvanizing Board support for the new strategy as Clint established a firm foundation for the combined company. I would also like to express my excitement as we welcome Maria to her new role as Board Chair. Maria’s expertise, considerable leadership and contributions to the Board make her exceptionally well-suited to lead us into our next chapter. I look forward to sustained success and growth for our institution under the leadership of Clint and Maria.”

Clint E. Stein, the President and Chief Executive Officer of the Company, stated: "On behalf of our leadership team and associates, I want to express deep appreciation for Cort's support and leadership throughout the integration. His belief in the vision of our combined company was instrumental and remains a catalyst for our team. We wish him all the best in his future endeavors and are confident that he will continue to inspire and lead with the same passion and excellence that he demonstrated with us. As we position our company for the future, I am thrilled to welcome Maria as Board Chair."

Mr. O’Haver stated: “It has been nearly four years since Clint and I first discussed merging our companies. To facilitate the merger, we put a board governance structure in place to increase the likelihood of a successful integration. Under Clint's leadership, the integration proceeded faster and more seamlessly than the Board originally envisioned. As a result, the timing is right to pivot the Company back to a traditional governance structure and the role of Executive Chair is no longer necessary. I look forward to Clint and his team continuing to build upon what we have created together."

Ms. Pope is president, chief executive officer and a member of the board of directors of Portland General Electric Company (NYSE: POR). She has extensive governance experience, having served on the boards of public companies and industry associations.

About Columbia

Columbia (Nasdaq: COLB) is headquartered in Tacoma, Washington and is the parent company of Umpqua Bank, an award-winning western U.S. regional bank based in Lake Oswego, Oregon. Umpqua Bank is the largest bank headquartered in the Northwest and one of the largest banks headquartered in the West with locations in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington. With over $50 billion of assets, Umpqua Bank combines the resources, sophistication, and expertise of a national bank with a commitment to deliver superior, personalized service. The bank supports consumers and businesses through a full suite of services, including retail and commercial banking; Small Business Administration lending; institutional and corporate banking; and equipment leasing. Umpqua Bank customers also have access to comprehensive investment and wealth management expertise as well as healthcare and private banking through Columbia Wealth Advisors and Columbia Trust Company, a division of Umpqua Bank. Learn more at www.columbiabankingsystem.com.

Note Regarding Forward Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as "may," "expected," "anticipate," "continue," or other comparable words. In addition, all statements other than statements of historical facts that address activities that Columbia expects or anticipates will or may occur in the future are forward-looking statements. Readers are encouraged to read the SEC reports of Columbia, particularly its Form 10-K for the Fiscal Year ended December 31, 2024, for meaningful cautionary language discussing why actual results may vary materially from those anticipated by management.

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