Columbia Banking System, Inc 8-K/A, filed Sep 3, 2025

Columbia Banking System, Inc. (COLB)

8-K/A 2025-09-03 For: 2025-09-02

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Added on April 10, 2026

About this 8-K/A

Columbia Banking System, Inc filed this 8-K/A on September 3, 2025, reporting on events of September 2, 2025.

Items reported

Item 9.01: Financial statements and exhibits

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


TITLE OF EACH CLASS	TRADING SYMBOL	NAME OF EXCHANGE
Common Stock	COLB	The NASDAQ Stock Market LLC


Exhibit No.			Description
23.1			Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Pacific Premier Bancorp, Inc.
99.1			Audited consolidated balance sheets of Pacific Premier Bancorp, Inc. as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows of Pacific Premier Bancorp, Inc. for each of the three years in the period ended December 31, 2024, and the notes related thereto (incorporated by reference to Part II, Item 8 of Pacific Premier Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025 (File No. 000-22193)).
99.2			Unaudited pro forma condensed combined balance sheet as of June 30, 2025, the unaudited pro forma condensed combined statement of income for the fiscal year ended December 31, 2024 and June 30, 2025, and the notes related thereto.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)


	June 30, 2025
(dollars in thousands)	Columbia Historical		Pacific Premier Historical		Pro Forma Adjustments		Notes	Pro Forma Combined
ASSETS
Cash and due from banks	$	608,057	$	166,647	$	—		$	774,704
Interest bearing cash and temporary investments	1,334,113		625,743		(185,000)		A	1,774,856
Total cash and cash equivalents	1,942,170		792,390		(185,000)			2,549,560
Investment securities
Equity and other, at fair value	92,958		—		—			92,958
Available for sale, at fair value	8,653,172		1,581,731		—			10,234,903
Held to maturity, at amortized cost	2,013		1,687,871		(310,000)		B	1,379,884
Loans held for sale, at fair value	65,590		751		—			66,341
Loans and leases	37,637,013		11,902,079		(472,000)		C	49,067,092
Allowance for credit losses on loans and leases	(420,907)		(170,663)		74,663		D	(516,907)
Net loans and leases	37,216,106		11,731,416		(397,337)			48,550,185
Restricted equity securities	161,380		97,717		—			259,097
Premises and equipment, net	356,879		45,666		12,000		E	414,545
Goodwill	1,029,234		901,312		(399,133)		F	1,531,413
Other intangible assets, net	430,443		27,127		386,632		G	844,202
Bank-owned life insurance	704,919		490,770		—			1,195,689
Deferred tax asset, net	299,043		93,450		122,617		H	515,110
Other assets	947,535		332,971		—			1,280,506
Total assets	$	51,901,442	$	17,783,172	$	(770,221)		$	68,914,393
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing	$	13,219,631	$	4,687,795	$	—		$	17,907,426
Interest bearing	28,523,026		9,809,578		7,000		I	38,339,604
Total deposits	41,742,657		14,497,373		7,000			56,247,030
Securities sold under agreements to repurchase	191,435		—		—			191,435
Borrowings	3,350,000		—		—			3,350,000
Junior subordinated debentures, at fair value	323,015		—		—			323,015
Junior and other subordinated debentures, at amortized cost	107,554		124,023		(1,000)		J	230,577
Other liabilities	844,899		186,358		—			1,031,257
Total liabilities	46,559,560		14,807,754		6,000			61,373,314
SHAREHOLDERS' EQUITY

Common stock	5,826,488		2,401,498		8,126		K	8,236,112

(Accumulated deficit) retained earnings	(150,822)		639,189		(820,249)		L	(331,882)
Accumulated other comprehensive (loss) income	(333,784)		(65,269)		65,269		M	(333,784)
Total shareholders' equity	5,341,882		2,975,418		(746,854)			7,570,446
Total liabilities and shareholders' equity	$	51,901,442	$	17,783,172	$	(740,854)		$	68,943,760


	Six Months Ended June 30, 2025
(in thousands)	Columbia Historical		Pacific Premier Historical		Reclassification Adjustments (Note 3)		Notes	Pacific Premier As Adjusted		Pro Forma Adjustments		Notes	Pro Forma Combined
INTEREST INCOME
Interest and fees on loans and leases	$	1,116,905	$	298,949	$	—		$	298,949	$	83,028	N	$	1,498,882
Interest and dividends on investment securities	168,816		77,567		(15,929)		1	61,638		23,961		O	254,415
Interest on temporary investments and interest bearing deposits	32,211		—		15,929		1	15,929		—			48,140
Total interest income	1,317,932		376,516		—			376,516		106,989			1,801,437
INTEREST EXPENSE
Interest on deposits	356,788		117,949		—			117,949		—			474,737
Interest on securities sold under agreement to repurchase and federal funds purchased	1,929		—		—			—		—			1,929
Interest on borrowings	70,616		4		—			4		—			70,620
Interest on junior and other subordinated debentures	17,158		8,441		—			8,441		125		Q	25,724
Total interest expense	446,491		126,394		—			126,394		125			573,010
Net interest income	871,441		250,122		—			250,122		106,864			1,228,427
PROVISION (RECAPTURE) FOR CREDIT LOSSES	56,852		(5,796)		—			(5,796)		—			51,056
Net interest income after provision (recapture) for credit losses	814,589		255,918		—			255,918		106,864			1,177,371
NON-INTEREST INCOME
Service charges on deposits	38,970		5,207		—			5,207		—			44,177
Card-based fees	27,130		1,769		—			1,769		—			28,899
Financial services and trust revenue	11,029		19,122		—			19,122		—			30,151
Residential mortgage banking revenue, net	16,677		—		—			—		—			16,677
Other income	37,033		12,932		—			12,932		—			49,965
Total non-interest income	130,839		39,030		—			39,030		—			169,869
NON-INTEREST EXPENSE
Salaries and employee benefits	300,122		106,080		2,357		2	108,437		—			408,559
Occupancy and equipment, net	95,348		18,187		15,521		2	33,708		—			129,056
Intangible amortization	53,805		5,067		—			5,067		28,786		S	87,658
Legal settlement	55,000		—		—			—		—			55,000
Other expenses	113,842		75,334		(17,878)		2	57,456		—			171,298
Total non-interest expense	618,117		204,668		—			204,668		28,786			851,571
Income before provision for income taxes	327,311		90,280		—			90,280		78,078			495,669
Provision for income taxes	88,279		22,198		—			22,198		20,691		U	131,168
Net income	$	239,032	$	68,082	$	—		$	68,082	$	57,387		$	364,501
Earnings per common share:
Basic	$1.14		$0.70										$1.22
Diluted	$1.14		$0.70										$1.22
Weighted average number of common shares outstanding:
Basic	208,964		94,932							(6,016)		V	297,880
Diluted	209,965		94,968							(6,052)		W	298,881


			Columbia Banking System, Inc. (Registrant)
Dated: September 3, 2025			By:/s/ Kumi Yamamoto Baruffi Kumi Yamamoto Baruffi EVP, General Counsel and Corporate Secretary


	Year Ended December 31, 2024
(in thousands)	Columbia Historical		Pacific Premier Historical		Reclassification Adjustments (Note 3)		Notes	Pacific Premier As Adjusted		Pro Forma Adjustments		Notes	Pro Forma Combined
INTEREST INCOME
Interest and fees on loans and leases	$	2,320,364	$	655,206	$	—		$	655,206	$	208,155	N	$	3,183,725
Interest and dividends on investment securities	344,649		167,362		(52,650)		1	114,712		50,467		O	509,828
Interest on temporary investments and interest bearing deposits	90,227		—		52,650		1	52,650		—			142,877
Total interest income	2,755,240		822,568		—			822,568		258,622			3,836,430
INTEREST EXPENSE
Interest on deposits	802,806		257,988		—			257,988		(7,000)		P	1,053,794
Interest on securities sold under agreement to repurchase and federal funds purchased	4,873		—		—			—		—			4,873
Interest on borrowings	190,241		8,083		—			8,083		—			198,324
Interest on junior and other subordinated debentures	38,918		19,546		—			19,546		250		Q	58,714
Total interest expense	1,036,838		285,617		—			285,617		(6,750)			1,315,705
Net interest income	1,718,402		536,951		—			536,951		265,372			2,520,725
PROVISION FOR CREDIT LOSSES	105,924		4,789		—			4,789		48,000		R	158,713
Net interest income after provision for credit losses	1,612,478		532,162		—			532,162		217,372			2,362,012
NON-INTEREST INCOME
Service charges on deposits	71,517		10,875		—			10,875		—			82,392
Card-based fees	57,089		3,452		—			3,452		—			60,541
Financial services and trust revenue	20,208		37,119		—			37,119		—			57,327
Residential mortgage banking revenue, net	24,108		—		—			—		—			24,108
Other income	38,044		31,392		—			31,392		—			69,436
Total non-interest income	210,966		82,838		—			82,838		—			293,804
NON-INTEREST EXPENSE
Salaries and employee benefits	588,830		211,057		4,960		2	216,017		—			804,847
Occupancy and equipment, net	182,372		42,380		29,669		2	72,049		—			254,421
Intangible amortization	119,431		11,091		—			11,091		64,138		S	194,660

Other expenses	214,061		138,003		(34,629)		2	103,374		185,000		T	502,435
Total non-interest expense	1,104,694		402,531		—			402,531		249,138			1,756,363
Income before provision for income taxes	718,750		212,469		—			212,469		(31,766)			899,453
Provision for income taxes	185,075		53,667		—			53,667		(8,418)		U	230,324
Net income	$	533,675	$	158,802	$	—		$	158,802	$	(23,348)		$	669,129
Earnings per common share:
Basic	$2.56		$1.65										$2.25
Diluted	$2.55		$1.65										$2.24
Weighted average number of common shares outstanding:
Basic	208,463		94,579							(5,663)		V	297,379
Diluted	209,337		94,683							(5,767)		W	298,253


(dollars and shares in thousands)
Share consideration:	Amount
Shares of Pacific Premier common stock outstanding as of August 29, 2025	97,126
Shares of Pacific Premier restricted stock units and dividend equivalents outstanding as of August 29, 2025	49
Total Pacific Premier shares outstanding plus restricted stock units	97,175
Exchange ratio	0.9150
Number of shares of Columbia common stock to be issued to Pacific Premier shareholders	88,915
Columbia’s market price per common share as of August 29, 2025	$	26.77
Preliminary fair value of estimated merger consideration transferred	$	2,380,257


(in thousands)		June 30, 2025
Fair value consideration paid to Pacific Premier shareholders
	Cash paid			$	—
	Fair value of common shares issued and exchanged			2,380,257
	Preliminary fair value of estimated merger consideration transferred			$	2,380,257
Fair value of assets acquired:
	Cash and due from banks	$	792,390

	Available for sale	1,581,731
	Held to maturity	1,377,871

	Loans and leases	11,382,079
	Restricted equity securities	97,717
	Premises and equipment	57,666
	Other intangible assets	413,759
	Bank-owned life insurance	490,770
	Deferred tax asset, net	164,127
	Other assets	332,971
	Total assets acquired	$	16,691,832
Fair value of liabilities assumed:
	Deposits	$	14,504,373


	Junior and other subordinated debentures	123,023
	Other liabilities	186,358
	Total liabilities assumed	$	14,813,754
Net assets acquired				$	1,878,078
Preliminary pro forma goodwill				$	502,179


Income Statement (dollars in thousands)		June 30, 2025		December 31, 2024
1	Adjustment to interest income
	Interest and dividends on investment securities	$	(15,929)	$	(52,650)
	Interest on temporary investments and interest bearing deposits	15,929		52,650
	Reclassified Pacific Premier's interest on temporary investments and interest-bearing deposits to interest and dividends on investment securities to align with Columbia's financial presentation.






2	Adjustments to non-interest expense line items
	Salaries and employee benefits	$	2,357	$	4,960
	Occupancy and equipment, net	15,521		29,669
	Other expenses	(17,878)		(34,629)
	Reclassified benefit related expenses and software-related costs from other expenses to salaries and employee benefits, and occupancy and equipment, net, respectively, to align with Columbia's financial presentation.


Balance Sheet (dollars in thousands)		June 30, 2025
C	Adjustments to loans and leases
	To reverse existing fair value mark on Pacific Premier acquired loans.	$	25,000
	To reflect estimated fair value related to current interest rates and liquidity on acquired loans and leases.	(449,000)
	To reflect estimated lifetime credit losses on acquired loans and leases.	(96,000)
	Net fair value pro forma adjustments	(520,000)
	Gross up of purchase credit deteriorated ("PCD") loans and leases for credit mark.	48,000
		$	(472,000)

D	Adjustments to allowance for credit losses on loans and leases
	To eliminate Pacific Premier allowance for credit losses on loans and leases at closing date as the credit risk is contemplated in the fair value adjustments.	$	170,663
	To reflect estimated lifetime credit losses on acquired PCD loans and leases.	(48,000)
	To reflect estimated lifetime credit losses on acquired non-PCD loans and leases.	(48,000)
		$	74,663

E	Adjustment to premises and equipment, net
	To reflect estimated fair value of acquired premises and equipment.	$	12,000

F	Adjustments to goodwill
	To eliminate Pacific Premier goodwill at closing date.	$	(901,312)
	To record the goodwill associated with the mergers. See Note 2.	502,179
		$	(399,133)

G	Adjustments to other intangible assets, net
	To eliminate Pacific Premier other intangible assets, net.	$	(27,127)
	To record the estimated fair value of acquired identifiable core deposit intangible assets, calculated as 3.3% of Pacific Premier core deposits.	413,759
		$	386,632

H	Adjustments to deferred tax asset, net
	To reflect deferred tax asset created in the mergers, which is calculated as follows:
	Adjustment to investment securities, held to maturity	(310,000)
	Adjustments to loans and leases, net	(349,337)
	Adjustment to premises and equipment, net	12,000
	Adjustments to other intangible assets, net	386,632
	Adjustment to deposits	(7,000)
	Adjustment to junior and other subordinated debentures, at amortized cost	1,000
	Subtotal for fair value adjustments	(266,705)
	Calculated deferred tax asset at estimated combined statutory federal and state income tax rate of 26.5%	70,677
	To reflect deferred tax asset created on provision for credit losses on Pacific Premier's non-PCD loans.	12,720
	To reflect change in taxes receivable due to deductible portion of merger expenses.	39,220
		$	122,617

I	Adjustment to deposits
	To reflect estimated fair value based on current market rates for similar products.	$	7,000


Income Statement (dollars and shares in thousands)		Six Months Ended June 30, 2025		Year Ended December 31, 2024
N	Adjustment to interest and fees on loans and leases
	To reflect accretion of loan rate premium and non-PCD credit discount resulting from loans and leases fair value using sum of years digits method to approximate effective yield method over the estimated lives of the acquired loan portfolio, which is approximately 4.2 years.	$	83,028	$	208,155

O	Adjustment to interest and dividends on investment securities
	To reflect estimated accretion of the discount on acquired investment securities fair value using sum of years digits method to approximate effective yield method over the estimated lives of the acquired investment securities portfolios, which is approximately 15.4 years.	$	23,961	$	50,467

P	Adjustment to interest on deposits
	To reflect amortization of deposit discount resulting from deposit fair value based on weighted average life of time deposits being approximately one year.	$	—	$	(7,000)

Q	Adjustment to interest on junior and other subordinated debentures
	To reflect accretion of subordinated debenture premium resulting from subordinated debenture fair value based on the life of subordinated debenture of approximately four years.	$	125	$	250

R	Adjustment to provision for credit losses
	To record provision for credit losses on Pacific Premier's non-purchase credit deteriorated loans.	$	—	$	48,000