8-K - COLB - Equibles

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 Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 7, 2022

Columbia Banking System, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-20288	91-1422237
(State or Other Jurisdiction of<br> <br>Incorporation or Organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS	TRADING<br> <br>SYMBOL	NAME OF EXCHANGE
Common Stock	COLB	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 7.01	Regulation FD Disclosure.

On November 7, 2022, Columbia Banking System, Inc. (“Columbia”) and FS Bancorp, Inc. announced that on November 5, 2022, Columbia State Bank (“Columbia Bank”), a Washington state-chartered bank and wholly-owned subsidiary of Columbia, and 1st Security Bank of Washington (“1st Security”), a Washington state-chartered stock savings bank and wholly-owned subsidiary of FS Bancorp, Inc., entered into an agreement pursuant to which 1st Security will acquire from Columbia Bank seven branches located in Oregon and Washington (the “PNW Divesture”). Also on November 7, 2022, Columbia and First Northern Community Bancorp announced that on November 5, 2022, Columbia Bank and First Northern Bank of Dixon (“First Northern”), a California state-chartered commercial bank and wholly-owned subsidiary of First Northern Community Bancorp, entered into an agreement pursuant to which First Northern will acquire from Columbia Bank three branches located in northern California (the “California Divestiture” and, together with the PNW Divestiture, the “Divestiture Transactions”). The branches are being divested to satisfy regulatory requirements in connection with the previously announced merger between Columbia and Umpqua Holdings Corporation (“Umpqua” and, such merger, the “Merger”).

The Divestiture Transactions are subject to the closing of the Merger and other customary closing conditions, including regulatory approvals. Each of the agreements with 1st Security and First Northern will terminate if the merger agreement governing the Merger is terminated.

Copies of the press releases related to the announcement of the PNW Divestiture and the California Divestiture are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

The information provided pursuant to this Item 7.01, including the attached exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into Columbia’s filings with the Securities and Exchange Commission (the “SEC”).

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the Merger, the plans, objectives, expectations and intentions of Columbia and Umpqua, the expected timing of completion of the Merger, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and Columbia’s and Umpqua’s respective businesses, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board or the effects of any declines in housing and commercial real estate prices, high or increasing unemployment rates, or any slowdown in economic growth particularly in the western United States; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures, including on product pricing and services; success, impact, and timing of Columbia’s and Umpqua’s respective business strategies, including market acceptance of any new products or services and Columbia’s and Umpqua’s ability to successfully implement efficiency and operational excellence initiatives; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; changes in laws or regulations; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement to which Columbia and Umpqua are parties; the outcome of any legal proceedings that have been or may be instituted against Columbia or Umpqua; delays in completing the Merger; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company

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or the expected benefits of the Merger); the failure to satisfy any of the other conditions to the Merger on a timely basis or at all; changes in Columbia’s or Umpqua’s share price before closing, including as a result of the financial performance of the other party prior to closing, or more generally due to broader stock market movements, and the performance of financial companies and peer group companies; the possibility that the anticipated benefits of the Merger are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Columbia and Umpqua do business; certain restrictions during the pendency of the Merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; the ability to complete the Merger and integration of Columbia and Umpqua successfully; the dilution caused by Columbia’s issuance of additional shares of its capital stock in connection with the Merger; and other factors that may affect the future results of Columbia and Umpqua. Additional factors that could cause results to differ materially from those described above can be found in Columbia’s Registration Statement on Form S-4, its Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2022, June 30, 2022 and September 30, 2022, which are on file with the SEC and available on Columbia’s website, www.columbiabank.com, under the heading “About – Investor Relations” and in other documents Columbia files with the SEC, and in Umpqua’s Annual Report on Form 10-K for the year ended December 31, 2021 and its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2022, June 30, 2022 and September 30, 2022, which are on file with the SEC and available on Umpqua’s investor relations website, www.umpquabank.com, under the heading “Financials,” and in other documents Umpqua files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Columbia nor Umpqua assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No.	Description
99.1	Joint Press Release of Columbia Banking System, Inc. and FS Bancorp, Inc., dated November 7, 2022.
99.2	Joint Press Release of Columbia Banking System, Inc. and First Northern Community Bancorp, dated November 7, 2022.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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.
By:	/s/ Aaron James Deer
Name:	Aaron James Deer
Title:	Executive Vice President and Chief<br> <br>Financial Officer

Date: November 7, 2022

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

November 7, 2022

COLUMBIA BANKING SYSTEM ANNOUNCES AGREEMENT TO SELL SEVEN WASHINGTON AND OREGON BRANCHES TO 1ST SECURITY BANK

Branches are Being Divested to Satisfy U.S. Department of Justice (DOJ) Requirements for Columbia’s Pending Merger with Umpqua

TACOMA, Wash., MOUNTLAKE TERRACE, Wash. — November 7, 2022 — Columbia Banking System, Inc. (NASDAQ: COLB), the parent company of Columbia Bank (“Columbia”), today announced that Columbia has entered into a purchase and assumption agreement to sell seven branches in Washington and Oregon to 1st Security Bank of Washington (“1st Security”), the wholly-owned subsidiary of FS Bancorp, Inc. (NASDAQ: FSBW).

Columbia and 1st Security will provide additional information to customers of the branches to be divested. The agreement includes approximately $510 million in deposits and approximately $76 million in loans as well as owned real estate and fixed assets associated with the branches. The branches are being divested to satisfy commitments to the U.S. Department of Justice (“DOJ”) in connection with Columbia Banking System’s pending merger with Umpqua Holdings Corporation (“Umpqua”). The sale is expected to be completed in the first quarter of 2023, subject to regulatory approvals and other closing conditions, including the consummation of Columbia Banking System’s merger with Umpqua. All employees will be retained by 1st Security and all branches will remain in operation after the sale.

“We are pleased to find a partner for these branches with a reputation for service and community support and will work to provide a seamless transition for our customers and employees,” said Columbia President and CEO Clint Stein. “This agreement satisfies a key DOJ requirement to proceed toward closing our transformational merger with Umpqua.”

Joe Adams, CEO of 1st Security commented, “We are excited about the proposed acquisition of these branches and the expansion of our franchise into the Oregon market. As experienced acquirors, we are committed to providing our new customers and employees with the best possible transition from Columbia and look forward to offering our personalized banking services to these communities for years to come.”

1^st^ Security Bank will acquire the following branches:

•	506 Southwest Coast Highway, Newport, Oregon
•	425 Northwest Hemlock, Waldport, Oregon
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•	98 South Oregon Street, Ontario, Oregon
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•	715 Laneda Avenue, Manzanita, Oregon
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•	1806 Third Street, Tillamook, Oregon
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•	202 West Main Street, Goldendale, Washington
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•	390 Northeast Tohomish Street, White Salmon, Washington
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About Columbia

Headquartered in Tacoma, Washington, Columbia Banking System, Inc. (NASDAQ: COLB) is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank with offices in Washington, Oregon, California, Idaho and Utah. The bank has been named one ofPuget Sound Business Journal’s “Washington’s Best Workplaces,” more than 10 times. Columbia was named on theForbes 2022 list of “America’s Best Banks” marking 11 consecutive years on the publication’s list of top financial institutions. More information about Columbia can be found on its website at www.columbiabank.com.

About 1st Security

1st Security Bank of Washington, member FDIC and Equal Housing Lender, provides loan and deposit services to customers at its twenty-one branches, and mortgage services at each branch as well as lending offices in the greater Puget Sound area, Vancouver, and the Tri-Cities. FS Bancorp, Inc., a Washington corporation, (NASDAQ: FSBW) is the holding company for the Bank. The bank was rated the number one Community bank nationally in Bank Director’s 2022 “Ranking Banking” study, as well as the #1 Leadership Team of all banks studied nationally. 1st Security is the top bank in its category in the Puget Sound Business Journals “Washington’s Best Workplaces” from 2015-2022 and named one of American Banker’s “Best Banks to Work For” from 2017-2021. For more information visit 1st Security Bank’s website at www.fsbwa.com.

Columbia Investor Contact: Amy Betts abetts@columbiabank.com (253) 471-4065 Columbia Media Contact: Financial Profiles, Inc. Moira Conlon mconlon@finprofiles.com (310) 622-8220

1st Security Media Contacts: Kelli Nielsen EVP Retail Banking and Marketing kelli.nielsen@fsbwa.com (425) 275-4347 Donna Jacobson VP Marketing Director donna.jacobson@fsbwa.com (425) 697-8086 1st Security Investor Contacts: Matt Mullet CFO, 1st Security Bank mattm@fsbwa.com (425) 697-8026 Joe Adams CEO, 1st Security Bank joea@fsbwa.com (425) 697-8048

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 Securities and Exchange Commission reports of Columbia Banking System, particularly its annual report on Form 10-K for the fiscal year ended December 31, 2021, for meaningful cautionary language discussing why actual results may vary materially from those anticipated by management.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

November 7, 2022

COLUMBIA BANKING SYSTEM ANNOUNCES AGREEMENT TO SELL THREE BRANCHES IN NORTHERN CALIFORNIA TO FIRST NORTHERN BANK

Branches are Being Divested to Satisfy U.S. Department of Justice (DOJ) Requirements for Columbia’s Pending Merger with Umpqua

TACOMA, Wash., DIXON, Calif. — November 7, 2022 — Columbia Banking System, Inc. (NASDAQ: COLB) (“Columbia”), the parent company of Columbia Bank, today announced that Columbia Bank has entered into a definitive purchase and assumption agreement with First Northern Bank (“First Northern”), a wholly-owned subsidiary of First Northern Community Bancorp (OTCQB: FNRN) to sell three branches in Northern California.

The branches, along with approximately $128 million of total deposits and approximately $4 million of total loans, are being divested to satisfy commitments to the U.S. Department of Justice (“DOJ”) in connection with Columbia’s pending merger with Umpqua Holdings Corporation (“Umpqua”). Post-merger, Columbia Bank will serve the Northern California market through Umpqua Bank branches in the same communities.

Columbia and First Northern will provide additional information to customers impacted by this transaction. The sale is expected to close in the first quarter of 2023, subject to regulatory approval and other closing conditions, including the consummation of Columbia’s merger with Umpqua. All employees will be retained by First Northern and the branches will remain in operation.

“We are confident in First Northern’s commitment to their communities and we know they will work tirelessly to make the transition seamless for these customers,” Columbia President and CEO Clint Stein said. “This agreement satisfies a key DOJ requirement to proceed toward closing our transformational merger with Umpqua.”

“We are excited about the expansion of our franchise through the proposed acquisition of these branches,” First Northern President and CEO, Louise A. Walker, commented. “These markets are a natural fit for First Northern and allow us to extend our footprint north along the I-5 corridor. We are committed to serving the communities of Colusa, Orland and Willows and look forward to welcoming the Columbia branch employees with open arms and providing our new customers and communities with First Northern Bank’s exceptional brand of personalized service.”

Columbia will divest the following branch locations:

•	558 Market Street, Colusa, California
•	328 Walker Street, Orland, California
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•	155 N. Tehama Street, Willows, California
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About Columbia

About First Northern

First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, currently serves Solano, Yolo, Sacramento, Placer, and Contra Costa Counties, as well as the west slope of El Dorado County. Experts are available in small-business, commercial, real estate and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Non-FDIC insured Investment and Brokerage Services are available at every branch location, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn and Rancho Cordova. The Bank also has a commercial lending office in Walnut Creek. Real estate mortgage and small-business loan officers are available by appointment in any of the Bank’s 11 branches. First Northern is rated as a Veribanc “Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended June 30, 2022 (veribanc.com) and (bauerfinancial.com). The Bank can be found on the Web at thatsmybank.com, on Facebook and on LinkedIn.

Columbia Investor Contact: Amy Betts<br><br><br>abetts@columbiabank.com<br> <br>(253)<br>471-4065<br> <br><br> <br>Columbia Media Contact: Financial Profiles, Inc. <br>Moira Conlon <br>mconlon@finprofiles.com <br>(310) 622-8220	First Northern Investor Contact: Devon Camara-Soucy<br>dcamara-soucy@thatsmybank.com<br><br><br>(707) 678-7861<br> <br><br><br><br>First Northern Media Contact: Kimberly DeBra<br>kdebra@thatsmybank.com<br><br><br>(916) 570-1231

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 or First Northern expects or anticipates will or may occur in the future are forward-looking statements. Readers are encouraged to read the Securities and Exchange Commission reports of Columbia or First Northern, particularly their respective annual report on Form 10-K for the fiscal year ended December 31, 2021, for meaningful cautionary language discussing why actual results may vary materially from those anticipated by management.