Columbia Banking System, Inc 8-K, filed Nov 4, 2025
Columbia Banking System, Inc. (COLB)
About this 8-K
Columbia Banking System, Inc filed this 8-K on November 4, 2025, reporting on events of October 29, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(address of Principal Executive Offices)(Zip Code)
(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 | ||
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. |
Appointment of Ivan Seda as Chief Financial Officer; Transition of Ronald L. Farnsworth from Chief Financial Officer to Senior Advisor
On October 29, 2025, the Board of Directors of Columbia Banking System, Inc. (the “Company”) appointed Ivan Seda as Chief Financial Officer of the Company and its subsidiary Columbia Bank (the “Bank”), effective as of December 31, 2025 (the “Effective Date”). In connection with his appointment as Chief Financial Officer, effective November 1, 2025, Mr. Seda’s annual base salary was set at $550,000 and his target annual incentive opportunity at 85% of annual base salary, and he received a grant of performance stock units valued at $750,000 that will cliff vest after three years based on performance conditions.
As of December 31, 2025, Ronald L. Farnsworth will cease serving as EVP and Chief Financial Officer and transition into a senior advisor role to the Company as of the Effective Date through June 1, 2026.
Biographical Information of Mr. Seda
Mr. Seda, age 41, has served as Executive Vice President, Deputy Chief Financial Officer of the Company and the Bank since August 2025. His experience includes over ten years with MUFG Union Bank, including as Union Bank Chief Financial Officer from June 2021 to December 2022, and Head of Corporate Finance & Strategy from August 2019 to June 2021. He served as Union Bank Finance – Transition Lead for Union Bank/U.S. Bancorp from December 2022 to March 2023, and as Deputy Chief Financial Officer of Boeing Employees’ Credit Union from March 2023 to August 2025. Mr. Seda has a Bachelor of Arts in Public Accounting and Business Administration from UW Foster School of Business and a Master of Professional Accounting from University of Washington. Mr. Seda is a Chartered Financial Analyst (CFA) and former Certified Public Accountant (CPA-Inactive).
There are no arrangements or understandings between Mr. Seda and any person pursuant to which Mr. Seda was selected as an officer, and no family relationships exist between Mr. Seda and any director or executive officer of the Company. Mr. Seda is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Transition Letter of Mr. Farnsworth
The Company and the Bank entered into a transition letter, dated October 31, 2025 (the “Transition Letter”), with Mr. Farnsworth in connection with his cessation of service as EVP, Chief Financial Officer of the Bank and Principal Financial Officer of the Company as of December 31, 2025 and his transition into a senior advisor role (“Advisor”), for the Effective Date through June 1, 2026 (the “Separation Date”).
Pursuant to the Transition Letter, while serving as an Advisor, Mr. Farnsworth will continue to be eligible to participate in the Company’s health and welfare benefits, vest in his outstanding equity awards in accordance with their terms and receive salary based on his current annual rate but will not be eligible for any annual incentive plan opportunity or equity awards for his service during 2026. Subject to a release of claims, and provided his employment is not earlier terminated by the Bank for Cause or by Mr. Farnsworth for Good Reason (each as defined in the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”)), upon Mr. Farnsworth’s termination of employment on the Separation Date, he will be entitled to receive (i) cash severance payable upon a qualifying termination not in connection with a change in control in accordance with the Participation Agreement, effective as of January 1, 2025, by and between Mr. Farnsworth and the Company pursuant to the Severance Plan, as described in the Company’s Proxy Statement filed with the SEC on April 3, 2025 under “Potential Payments Upon Termination or Change in Control – Farnsworth Agreements”, (ii) a lump-sum cash payment equal to the monthly amount the Company contributes to certain benefits multiplied by 18 and (iii) a lump-sum payment equal to (x) 62,572 (intended to represent the target number of shares underlying certain of Mr. Farnsworth’s equity awards) multiplied by (y) the closing price of a share of the Company’s common stock, no par value, on the Separation Date.
The foregoing description of the Transition Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On October 30, 2025, the Company issued a press release announcing Mr. Seda’s appointment as Chief Financial Officer and Mr. Farnsworth’s transition into a senior advisor role. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | EXHIBITS | |
| 10.1 Transition Letter, dated as of October 31, 2025, between Columbia Banking System, Inc., Columbia Bank and Ronald L. Farnsworth | ||
| 99.1 Press Release of the Company, dated October 30, 2025, regarding Mr. Seda’s appointment as CFO | ||
| 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: November 4, 2025 | By: | /s/ Kumi Yamamoto Baruffi | ||||
| Kumi Yamamoto Baruffi | ||||||
| EVP, General Counsel | ||||||
Exhibit 10.1
October 31, 2025
Ronald L. Farnsworth
Address on file with the Company
| Re: | Leadership Transition |
Dear Ron:
This letter memorializes our understanding regarding the transition of your employment with Columbia Bank (the “Bank”) and your service with Columbia Banking System, Inc. (“CBSI” and together with the Bank, the “Company”).
| 1. | Transition. You will continue to serve as Executive Vice President, Chief Financial Officer of the Bank and Chief Financial Officer and Principal Financial Officer of CBSI through December 31, 2025. Effective as of January 1, 2026, you will (i) begin serving as a senior advisor to the Company (“Advisor”) and (ii) cease serving in any director, officer, manager, committee member or other positions that you hold with the Company and its subsidiaries. |
You will serve as Advisor and remain a full-time non-executive employee of the Bank in that role through June 1, 2026 (the “Separation Date”) or your earlier termination by the Bank for Cause (as defined in CBSI’s Executive Change in Control and Severance Plan (the “Severance Plan”)).
| 2. | Advisor Compensation. While serving as Advisor, you will continue to (i) be eligible to participate in the Company’s health and welfare benefits, (ii) vest in your outstanding equity awards in accordance with their terms and (iii) receive salary based on your current annual rate, but you will not be eligible for any annual incentive plan opportunity or equity awards for your service during 2026. For the avoidance of doubt, you will be eligible for a full-year annual incentive plan payout, if any, for your service during 2025 based on actual performance. |
| 3. | Separation Benefits. Subject to your compliance with the terms of the Severance Plan and your Participation Agreement (as defined below), including without limitation the release requirement contained in the Severance Plan, and provided your employment is not earlier terminated by the Bank for Cause or by you other than for Good Reason (each as defined in the Plan), your termination of employment on the Separation Date will entitle you to receive: |
| (i) | Severance Benefits (as defined in the Severance Plan) in accordance with Section 3(c) of the Severance Plan and Section 2(a) of the Participation Agreement, effective as of January 1, 2025, by and between you and CBSI (the “Participation Agreement”); |
| (ii) | a lump-sum cash payment equal to the monthly amount the Company contributes from time to time to group medical, dental and/or vision insurance premiums (as applicable) for similarly-situated active employees as determined in the Company’s sole discretion multiplied by 18; and |
| (iii) | a lump-sum cash payment equal to (x) 62,572 (intended to represent the target number of shares underlying certain equity awards) multiplied by (y) the closing price of a share of CBSI’s common stock, no par value, on the Separation Date. |
Any lump-sum cash payments provided pursuant to prongs (ii) and (iii) above will be paid on the first regularly-scheduled payroll date that is at least 55 days following the Separation Date.
| 4. | Restrictive Covenants. The restrictive covenants set forth in the Severance Plan and the Participation Agreement will remain in full force and effect pursuant to their terms. For the avoidance of doubt, the restricted periods set forth in Sections 3(a) and 3(b) of the Participation Agreement will commence on the Separation Date. |
| 5. | Non-Disparagement. At all times during your employment with the Bank and perpetually thereafter, to the fullest extent permitted by law and subject to Section 6 (Whistleblower Protections) below, you agree that you will not make any defamatory or derogatory statements concerning the Company or any of its affiliates or predecessors and their respective officers, directors or employees, nor will you authorize, encourage or participate with anyone to make such statements. |
| 6. | Whistleblower Protections. Notwithstanding the foregoing, nothing in this letter is intended to, and Section 5 above will not, (i) preclude you from disclosing or discussing information lawfully acquired about wages, hours or other terms and conditions of employment if used for purposes protected by Section 7 of the National Labor Relations Act such as joining or forming a union, engaging in collective bargaining or engaging in other concerted activity for the mutual aid or protection of employees; (ii) limit your rights under applicable law to initiate communications directly with, provide information to, respond to any inquiries from, or report possible violations of law or regulation to any governmental entity or self-regulatory authority, or to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority, and you do not need the Company’s permission to do so; (iii) require you to notify the Company of a request for information from any governmental entity or self-regulatory authority that is not directed to the Company or of your decision to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority; (iv) limit or restrict your non-waivable right to file an administrative complaint with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or with another governmental agency; (v) require you to dismiss any pending administrative complaint with the EEOC, NLRB, or with another governmental agency; (vi) limit or restrict your non-waivable right to participate as a witness or cooperate in any investigation by the EEOC, NLRB, or another governmental agency; or (vii) limit your right to receive any bounty or monetary award from any governmental entity or regulatory or law enforcement authority in connection with information provided to any governmental entity or other protected “whistleblower” activity (such protected activity, collectively, the “Protected Activity”). The parties acknowledge that you have the right to: (1) report any good faith allegation of unlawful employment practices to any appropriate federal, state, or local government agency enforcing discrimination laws; (2) report any good faith allegation of criminal conduct to any appropriate federal, state, or local official; (3) participate in a proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws; (4) make any truthful statements or disclosures required by law, regulation, or legal process or pursuant to any legal process between you and the Company or any of its affiliates; and (5) request or receive confidential legal advice. Notwithstanding the foregoing, you recognize that, in connection with the provision of information to any governmental entity or self-regulatory authority, you must inform such governmental entity or self-regulatory authority that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any third party, including any governmental entity or self-regulatory authority, information you came to learn during your service to the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. |
-2-
| 7. | General Provisions. This letter, together with the Severance Plan and the Participation Agreement, constitutes the entire agreement of the parties related to the subject matter hereof. No waiver, amendment, modification or cancellation of any term or condition of this letter will be effective unless executed in writing by each of the Bank, CBSI and you. This letter may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same. Section 6(g) (Disputes) and 6(h) (Governing Law) of the Severance Plan will apply to this letter mutatis mutandis. |
* * *
-3-
| Sincerely, | ||
| Columbia Bank | ||
| By: | /s/ Clint Stein | |
| Name: Client Stein | ||
| Title: CEO | ||
| Columbia Banking System, Inc. | ||
| By: | /s/ Clint Stein | |
| Name: Clint Stein | ||
| Title: CEO | ||
| By: | /s/ Ronald L. Farnsworth | |
| Name: Ronald L. Farnsworth | ||
Exhibit 99.1
Media Contact
Kurt Heath
KurtHeath@ColumbiaBank.com
502.682.8017
Columbia Banking System Announces CFO Transition
Ronald Farnsworth, Executive Vice President, CFO, to Step Down
Ivan Seda, Deputy CFO, Appointed CFO, Effective December 31, 2025
TACOMA, Wash., (October 30, 2025)—Columbia Banking System, Inc. (“Columbia”) (Nasdaq: COLB), the parent company of Columbia Bank, today announced that Ronald Farnsworth will step down as Executive Vice President, Chief Financial Officer, effective December 31, 2025. Farnsworth has served as Columbia’s Chief Financial Officer since March 2023 and previously served as Executive Vice President, Chief Financial Officer of Umpqua Holdings Corporation and Umpqua Bank from 2008 until its merger with Columbia in 2023. Farnsworth will serve as an advisor to the Company through June 1, 2026, to ensure a smooth transition.
Ivan Seda, Columbia’s Deputy Chief Financial Officer, will succeed Farnsworth as Chief Financial Officer, effective December 31, 2025. Prior to joining Columbia in August 2025, Seda held several financial executive roles, including as Chief Financial Officer at Union Bank and Head of Financial Planning & Analysis and Head of Corporate Finance and Strategy – Americas at MUFG. Most recently, Seda was Deputy Chief Financial Officer at BECU.
“Ron has played a key role in establishing Columbia as the leading Western banking franchise, optimizing our performance and better positioning the business to meaningfully expand long-term shareholder value. We are grateful to Ron for his many contributions to the Company and wish him the very best in his future endeavors,” said Clint Stein, CEO of Columbia.
“As we enter a new chapter for Columbia following the close of our Pacific Premier acquisition, we look forward to working with Ivan in his new role as CFO beginning next year,” Stein continued. “Early in his tenure at Columbia, he has already made meaningful contributions to our team, and we are confident he will help us build on our momentum. On behalf of the Board and management team, we congratulate Ivan on his new role.”
Farnsworth said, “It has been a privilege to help lead Columbia during a transformative period of integration and optimization. I am confident that Ivan is well-positioned to step into the CFO role as the Company continues to deliver robust profitability and shareholder value creation. I look forward to working with Clint, Ivan and the rest of the team over the coming months to support a seamless transition.”
Seda stated, “It’s an honor to assume the role of CFO at such an exciting time in our company’s history. Today, Columbia is a highly profitable regional powerhouse with a strong financial foundation, and I look forward to partnering with the entire Columbia team to build on our success by driving organic growth and delivering attractive shareholder returns.”
Seda holds both a Master’s in Accounting and a Bachelor of Arts in Business Administration from the University of Washington’s Michael G. Foster School of Business. He is a Chartered Financial Analyst (CFA) and former Certified Public Accountant (CPA-Inactive). Seda is actively involved in the local community and currently serves as a board member for Seattle Aquarium.
Q3 2025 Financial Results
In a separate press release issued today, Columbia announced its financial results for the third quarter 2025. The Company will host a conference call with investors and analysts today at 5:00 p.m. ET to review its financial results.
About Columbia Banking System, Inc.
Columbia Banking System, Inc. (Nasdaq: COLB) is headquartered in Tacoma, Washington and is the parent company of Columbia Bank, an award-winning western U.S. regional bank. Columbia 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. Columbia 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. Columbia Bank customers also have access to comprehensive investment and wealth management expertise as well as healthcare and private banking through Columbia Wealth Management. Learn more at www.columbiabankingsystem.com.