COLUMBIA BANKING SYSTEM INC
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
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FY2023 · Filed Feb 27, 2024
COLB$31.00+1.7%Stored close · as of Nov 9, 2026
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EXHIBIT INDEX
| Exhibit# | Description | Location |
| 2.1* | Agreement and Plan of Merger, dated as of October 11, 2021, by and among Umpqua Holdings Corporation, Columbia Banking System, Inc., and Cascade Merger Sub, Inc. | Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed October 15, 2021 |
| 2.2 | Amendment No. 1 to the Merger Agreement, dated as of January 9, 2023, by and among Umpqua Holdings Corporation, Columbia Banking System, Inc., and Cascade Merger Sub. Inc. | Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed January 10, 2023 |
| 3.1 | Restated Articles of Incorporation | Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 3.2 | Amended and Restated Bylaws | Incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K filed March 1, 2023 |
| 4.1 | Specimen Common Stock Certificate | Incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 filed on December 19, 2008 |
| 4.2 | Pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt and preferred securities are not filed. The Company agrees to furnish a copy thereof to the Securities and Exchange Commission upon request. | |
| 4.3 | Description of Capital Stock (securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934) | Incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 |
| 10.1** | 2018 Equity Incentive Plan (as amended through May 22, 2019) | Incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.2** | Form of Restricted Stock Agreement | Incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.3** | Form of Restricted Stock Unit Agreement | Incorporated by reference to Exhibit 10.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.4** | Form of Performance Stock Unit Agreement | Incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.5** | Change in Control Agreement between the Bank and Clint E. Stein dated as of October 24, 2017 | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 |
| 10.6** | Change in Control Agreement between the Bank and Andrew L. McDonald dated as of May 23, 2019 | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 |
| 10.7** | Change in Control Agreement between the Bank and Kumi Yamamoto Baruffi dated as of December 2, 2019 | Incorporated by reference to Exhibit 10.72 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 |
| Exhibit# | Description | Location |
|---|---|---|
| 10.8** | Change in Control Agreement between the Bank and Christopher Merrywell dated as of January 1, 2020 | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 |
| 10.9** | Change in Control Agreement between the Bank and David Moore Devine dated as of March 2, 2020 | Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 |
| 10.10** | Change in Control Agreement between the Bank and Eric Eid dated as of March 2, 2020 | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 |
| 10.11** | Change in Control Agreement between the Bank and Aaron Deer dated as of May 7, 2020 | Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 |
| 10.12** | Change in Control Agreement between the Bank and David Lawson dated as of November 25, 2020 | Incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.13** | Change in Control Agreement between the Bank and Lisa Dow dated as of November 25, 2020 | Incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.14** | Form of Long-Term Care Agreement between the Bank, the Company, and each of the following directors: Mr. Folsom, Mr. Hulbert, Mr. Matson, Mr. Rodman, Mr. Weyerhaeuser, and Mr. Will | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 |
| 10.15** | Form of Supplemental Compensation Agreement between the Bank and Messrs. Andrew L. McDonald and Clint E. Stein, respectively | Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 |
| 10.16** | Form of Indemnification Agreement between the Company and its directors | Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 |
| 10.17** | Amended and Restated Columbia Banking System, Inc. 2005 401 Plus Plan (Deferred Compensation Plan), dated October 26, 2016 for directors and key employees | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed October 28, 2016 |
| 10.18** | Amendment to Amended and Restated Columbia Banking System, Inc. 2005 401 Plus Plan (Deferred Compensation plan), dated November 14, 2022 | Incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.19** | Columbia Banking System, Inc. 2016 401 Plus Plan (Deferred Compensation Plan), dated October 26, 2016 for directors and key employees | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed October 28, 2016 |
| 10.20** | Amendment to Columbia Banking System, Inc. 2016 401 Plus Plan (deferred Compensation Plan), dated November 14, 2022 | Incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.21** | Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and Kumi Baruffi, effective February 27, 2015 | Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 |
| Exhibit# | Description | Location |
|---|---|---|
| 10.22** | First Amendment to the Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and Kumi Baruffi, effective November 15, 2017 | Incorporated by reference to Exhibit 10.47 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| 10.23** | First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and David C. Lawson, effective February 27, 2015 | Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 |
| 10.24** | First Amendment to the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and David Lawson, effective November 15, 2017 | Incorporated by reference to Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| 10.25** | First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and Andrew L. McDonald, effective February 27, 2015 | Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 |
| 10.26** | First Amendment to the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and Andrew L. McDonald, effective November 15, 2017 | Incorporated by reference to Exhibit 10.49 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| 10.27** | First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and Clint E. Stein, effective February 27, 2015 | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 |
| 10.28** | First Amendment to the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and Clinton E. Stein, effective November 15, 2017 | Incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| 10.29** | Employment Offer (Lisa Dow), dated January 3, 2018 | Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 |
| 10.30** | Offer Letter, dated April 6, 2020 by and between Columbia State Bank and Aaron Deer | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 13, 2020 |
| 10.31** | Employment Agreement, dated as of September 30, 2019, by and between Columbia Banking System, Inc. and Clint E. Stein | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed October 3, 2019 |
| 10.32** | Amended and Restated Employment Agreement, dated as of October 11, 2021, by and between Columbia Banking System, Inc. and Clint E. Stein | Incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.33** | First Amendment to the Employment Agreement and the A&R Employment Agreement, dated as of December 31, 2022, by and between Columbia Banking System, Inc. and Clint E. Stein | Incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.34** | Amended and Restated Employee Stock Purchase Plan | Incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 |
| 10.35** | First Amendment to Amended and Restated Employee Stock Purchase Plan | Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 |
| Exhibit# | Description | Location |
|---|---|---|
| 10.36** | Amended and Restated Executive Supplemental Income Agreement, by and between the Company and Lisa Dow, dated December 26, 2018 | Incorporated by reference to Exhibit 10.62 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 |
| 10.37** | Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and Lisa Dow, effective March 11, 2018 | Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 |
| 10.38** | Columbia State Bank Endorsement Method Split Dollar Agreement (SERP Benefit), by and between the Bank and Lisa Dow, effective February 25, 2019 | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 |
| 10.39** | First Amendment to the Columbia State Bank Endorsement Split Dollar Agreement (SERP Benefit), by and between the Bank and Lisa Dow, effective February 25, 2019 | Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 |
| 10.40** | Second Amendment to the Columbia State Bank Endorsement Method Split Dollar Agreement, by and between the Bank and David C. Lawson, effective May 31, 2019 | Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 |
| 10.41** | Second Amendment to the Columbia State Bank Endorsement Method Split Dollar Agreement, by and between the Bank and Kumi Baruffi, effective May 31, 2019 | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 |
| 10.42** | Third Amendment to the Columbia State Bank Endorsement Method Split Dollar Agreement, by and between the Bank and Clinton E. Stein, effective May 31, 2019 | Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 |
| 10.43** | Columbia State Bank Endorsement Method Split Dollar Agreement, effective January 15, 2013, by and between Columbia State Bank and Christopher Merrywell | Incorporated by reference to Exhibit 10.58 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.44** | First Amendment to the Columbia State Bank Endorsement Method Split Dollar Agreement, dated November 23, 2020, by and between Columbia State Bank and Christopher Merrywell | Incorporated by reference to Exhibit 10.59 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.45** | Columbia State Bank Endorsement Method Split Dollar Agreement, dated November 25, 2020 by and between Columbia State Bank and Aaron Deer | Incorporated by reference to Exhibit 10.60 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.46** | Executive Supplemental Compensation Agreement dated as of February 23, 2011 between Columbia State Bank and Eric J. Eid | Incorporated by reference to Exhibit 10.61 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.47** | Columbia State Bank Joint Beneficiary Agreement, by and between Columbia State Bank and David Devine, effective November 1, 2011 | Incorporated by reference to Exhibit 10.62 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.48** | Columbia State Bank Joint Beneficiary Agreement, by and between Columbia State Bank and Eric Eid, effective November 1, 2011 | Incorporated by reference to Exhibit 10.63 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| Exhibit# | Description | Location |
|---|---|---|
| 10.49** | Executive Supplemental Compensation Agreement dated as of February 27, 2014 between Columbia State Bank and Eric J. Eid | Incorporated by reference to Exhibit 10.64 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.50** | Executive Supplemental Compensation Agreement dated as of March 25, 2015 between Columbia State Bank and Christopher M. Merrywell | Incorporated by reference to Exhibit 10.65 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.51** | Executive Supplemental Compensation Agreement dated as of February 1, 2018 between Columbia State Bank and Christopher Merrywell | Incorporated by reference to Exhibit 10.66 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.52** | Executive Supplemental Compensation Agreement dated as of March 11, 2019 between Columbia State Bank and David Moore Devine | Incorporated by reference to Exhibit 10.67 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.53** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Ronald Farnsworth | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 1, 2023 |
| 10.54** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Lisa White | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed March 1, 2023 |
| 10.55** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Aaron Deer | Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed March 1, 2023 |
| 10.56** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Eric Eid | Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed March 1, 2023 |
| 10.57** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Christopher Merrywell | Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed March 1, 2023 |
| 10.58** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Drew Anderson | Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.59** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Sheri Burns | Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.60** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Frank Namdar | Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.61** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Tory Nixon | Incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.62** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Andrew Ognall | Incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| Exhibit# | Description | Location |
| 10.63** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Kumi Baruffi | Incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.64** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and Lisa Dow | Incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.65** | Letter Agreement, dated as of March 1, 2023, by and between Columbia Banking System, Inc. and David Moore Devine | Incorporated by reference to Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.66** | Second Amendment to the Columbia State Bank Supplemental Executive Retirement Plan Agreement, dated as of February 28, 2023, by and between Columbia State Bank and Kumi Baruffi | Incorporated by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.67** | Columbia Banking System, Inc. 2023 Deferred Compensation Plan | Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed March 1, 2023 |
| 10.68** | First Amendment to Columbia Banking System, Inc. 2023 Deferred Compensation Plan, dated as of April 18, 2023 | Incorporated by reference to Exhibit 10.16 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.69** | Umpqua Holdings Corporation 2013 Incentive Plan | Incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-8 filed March 1, 2023 |
| 10.70** | Sterling Financial Corporation 2010 Long-Term Incentive Plan | Incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-8 filed March 1, 2023 |
| 10.71** | Umpqua Bank Nonqualified Deferred Compensation Plan, Revised and Restated January 1, 2024 | Filed herewith |
| 19.1 | Columbia Banking System, Inc. Insider Trading Policy and Procedures, dated March 1, 2023 | Filed herewith |
| 21.1 | Subsidiaries of the Company | Filed herewith |
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.3 | Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32 | Certification of Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 97.1 | Columbia Banking System, Inc. Policy for the Recovery of Erroneously Awarded Incentive-based Compensation, dated October 2, 2023 | Filed herewith |
| Exhibit# | Description | Location |
| 101 | The following financial information from Columbia Banking System, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 is formatted in XBRL: (i) Audited Consolidated Balance Sheets, (ii) Audited Consolidated Statements of Income, (iii) Audited Consolidated Statements of Comprehensive Income, (iv) Audited Consolidated Statements of Changes in Shareholders’ Equity, (v) Audited Consolidated | Filed herewith |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL) | Filed herewith |
- The schedules to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the registrant may request confidential treatment of omitted items.
** Management contract or compensatory plan or arrangement
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