--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-056342" form_type: "8-K" ticker: "COLB" cik: "0000887343" company_name: "COLUMBIA BANKING SYSTEM, INC." filed_at: "2023-03-01T23:59:59+00:00" generated_at: "2026-06-18T19:36:44.931150+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Columbia Banking completes all-stock merger with Umpqua; issues ~129.6M shares ## Summary - Umpqua shareholders received 0.5958 COLB shares per UMPQ share; total consideration ~129.6M COLB shares. - Board expanded to 14 directors; 7 former Umpqua directors appointed including Cort O'Haver as Executive Chair. - Ronald Farnsworth appointed CFO of Columbia; receives $1.8M cash retention award tied to systems conversion. - Columbia assumed ~$450M+ in Umpqua's trust preferred securities across 23 series (various maturities 2031-2037). - Former CFO Aaron Deer transitions to Chief Strategy & Innovation Officer; receives $840K deferred comp. ## SEC filing metadata - accession: 0001193125-23-056342 - form_type: 8-K - ticker: COLB - cik: 0000887343 - company_name: COLUMBIA BANKING SYSTEM, INC. - filed_at: 2023-03-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 2.03, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/d413616d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-056342 - JSON: https://secwatch.observer/filing/0001193125-23-056342.json - Plain text: https://secwatch.observer/filing/0001193125-23-056342.txt ## Key facts - Executive change Michelle M. Lantow resigned as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: resigned - Role: Director source text: Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine Terrano resigned effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Cort L. O'Haver was appointed as Executive Chair of the board of directors at COLUMBIA BANKING SYSTEM, INC.. - Action: appointed - Role: Executive Chair of the board of directors source text: Cort L. O’Haver, the former President and Chief Executive Officer of Umpqua, was appointed Executive Chair of the board of directors of Columbia evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Peggy Y. Fowler was appointed as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: appointed - Role: Director source text: seven (7) former directors of Umpqua were appointed to serve as directors of Columbia, in each case effective as of the Effective Time: Cort L. O’Haver, Peggy Y. Fowler, Luis F. Machuca, Maria M. Pope, John F. Schultz, Hilliard C. Terry, III and Anddria Varnado evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change John F. Schultz was appointed as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: appointed - Role: Director source text: seven (7) former directors of Umpqua were appointed to serve as directors of Columbia, in each case effective as of the Effective Time: Cort L. O’Haver, Peggy Y. Fowler, Luis F. Machuca, Maria M. Pope, John F. Schultz, Hilliard C. Terry, III and Anddria Varnado evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Craig D. Eerkes was appointed as Lead Independent Director at COLUMBIA BANKING SYSTEM, INC.. - Action: appointed - Role: Lead Independent Director source text: Craig D. Eerkes was appointed as the Lead Independent Director of the Board effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Laura A. Schrag resigned as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: resigned - Role: Director source text: Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine Terrano resigned effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Maria M. Pope was appointed as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: appointed - Role: Director source text: seven (7) former directors of Umpqua were appointed to serve as directors of Columbia, in each case effective as of the Effective Time: Cort L. O’Haver, Peggy Y. Fowler, Luis F. Machuca, Maria M. Pope, John F. Schultz, Hilliard C. Terry, III and Anddria Varnado evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Luis F. Machuca was appointed as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: appointed - Role: Director source text: seven (7) former directors of Umpqua were appointed to serve as directors of Columbia, in each case effective as of the Effective Time: Cort L. O’Haver, Peggy Y. Fowler, Luis F. Machuca, Maria M. Pope, John F. Schultz, Hilliard C. Terry, III and Anddria Varnado evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Tracy Mack-Askew resigned as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: resigned - Role: Director source text: Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine Terrano resigned effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Hilliard C. Terry, III was appointed as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: appointed - Role: Director source text: seven (7) former directors of Umpqua were appointed to serve as directors of Columbia, in each case effective as of the Effective Time: Cort L. O’Haver, Peggy Y. Fowler, Luis F. Machuca, Maria M. Pope, John F. Schultz, Hilliard C. Terry, III and Anddria Varnado evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Ford Elsaesser retired as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: retired - Role: Director source text: Ford Elsaesser retired from the Board effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Anddria Varnado was appointed as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: appointed - Role: Director source text: seven (7) former directors of Umpqua were appointed to serve as directors of Columbia, in each case effective as of the Effective Time: Cort L. O’Haver, Peggy Y. Fowler, Luis F. Machuca, Maria M. Pope, John F. Schultz, Hilliard C. Terry, III and Anddria Varnado evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Executive change Janine Terrano resigned as Director at COLUMBIA BANKING SYSTEM, INC.. - Action: resigned - Role: Director source text: Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine Terrano resigned effective as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - Governance Changes COLUMBIA BANKING SYSTEM, INC.: Increased authorized shares of common stock from 115,000,000 to 520,000,000 (effective 2023-02-28). - Change: charter amendment - Effective: 2023-02-28 source text: Columbia filed articles of amendment with the Washington Secretary of State for the purpose of amending its Amended and Restated Articles of Incorporation, as amended, to increase the total number of authorized shares of Columbia Common Stock from 115,000,000 to 520,000,000 (the “ Articles of Amendment ”). The Articles of Amendment became effective on February 28, 2023, immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm - M&A Transactions COLUMBIA BANKING SYSTEM, INC. completed an acquisition involving Umpqua Holdings Corporation for approximately 129,575,804 shares of Columbia Common Stock (closed 2023-02-28). - Action: acquisition - Counterparty: Umpqua Holdings Corporation - Consideration: approximately 129,575,804 shares of Columbia Common Stock - Closing: 2023-02-28 source text: Current Report on Form 8-K and incorporated herein by reference. The total aggregate consideration delivered to holders of Umpqua Common Stock in the Merger was approximately 129,575,804 shares of Columbia Common Stock. The issuance of shares of Columbia Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, evidence_url: https://www.sec.gov/Archives/edgar/data/887343/000119312523056342/0001193125-23-056342-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.