DEF 14A of Columbia Banking System, Inc., Mar 31, 2026

DEF 14A of Columbia Banking System, Inc.

Filed Mar 31, 2026 · FY20250000887343-26-000126

Open on EDGAR

  1. Board Nominees: Age

    Board Nominees: Age

  2. Board Nominees: Gender

    Board Nominees: Gender Male Members 09 Average age is 62 Female Members 03

  3. Board Nominees: Independence

    Board Nominees: Independence

  4. Board Nominees: Tenure

    Board Nominees: Tenure Independent 10/12 Non-Independent 2/12 8 years of average tenure

  5. Strong governance profile led by an independent board of directors representing a robust

    Strong governance profile led by an independent board of directors representing a robust mix of experiences, perspectives, and backgrounds. 8 Table of Contents

  6. Director Nominees at a Glance

    Director Nominees at a Glance

  7. Director Nominees at a Glance

    | Name | Age | Director Since | Primary Occupation | Committee Assignments | Independent | | Clint E. Stein | 54 | 2020 | Chair, Chief Executive Officer and President - Columbia; Chair, Chief Executive Officer - Columbia Bank | ▪None | No | | Luis F. Machuca | 68 | 2010 | Former President and Chief Executive Officer - Enli Health Intelligence Corporation | ▪Nominating and Governance Committee (Chair) ▪Compensation Committee ▪Technology Committee | Yes | | Mark A. Finkelstein | 67 | 2014 | Director - Christensen, Inc. | ▪Compensation Committee ▪Nominating and Governance Committee ▪Technology Committee | Yes | | Eric S. Forrest | 58 | 2017 | Co-President and co-owner - Bigfoot Beverages | ▪Enterprise Risk Management Committee ▪Nominating and Governance Committee | Yes | | Steven R. Gardner | 65 | 2025 | Former Chair, Chief Executive Officer and President - Pacific Premier Bancorp, Inc.; Former Chair, Chief Executive Officer - Pacific Premier Bank | ▪None | No | | Randal L. Lund | 68 | 2017 | Former Partner - KPMG | ▪Audit Committee (Chair) ▪Enterprise Risk Management Committee | Yes | | M. Christian Mitchell | 71 | 2025 | Senior Advisor - Marshall & Stevens | ▪Audit Committee ▪Enterprise Risk Management Committee | Yes | | John F. Schultz | 61 | 2015 | Executive Vice President and Chief Operating and Legal Officer - Hewlett Packard Enterprise | ▪Technology Committee (Chair) ▪Audit Committee | Yes | | Elizabeth W. Seaton | 65 | 2014 | Former President and Chief Executive Officer - Saltchuk Aviation | ▪Enterprise Risk Management Committee (Chair) ▪Audit Committee | Yes | | Jaynie Miller Studenmund | 71 | 2025 | Former Chief Operating Officer - Overture Services, Inc. | ▪Compensation Committee ▪Nominating and Governance Committee | Yes | | Hilliard C. Terry, III | 56 | 2010 | Former Executive Vice President and Chief Financial Officer - Textainer Group Holdings Limited | ▪Compensation Committee (Chair) ▪Nominating and Governance Committee ▪Technology Committee | Yes | | Anddria Varnado | 40 | 2018 | Former GM and Head of the Consumer Business as member for the Executive Management Team - Kohler Company | ▪Audit Committee ▪Technology Committee | Yes |

  8. Director Nominees at a Glance

    9 Table of Contents Proposal 1 – Election of Directors

  9. CHAIR OF THE BOARD

    CHAIR OF THE BOARD Age: 54 Director Since: 2020

  10. Luis F. Machuca

    Luis F. Machuca Experience: Mr. Machuca served as President and Chief Executive Officer of Enli Health Intelligence Corporation, a healthcare software and applications company he co-founded, for 19 years until its sale to Cedar Gate Technologies in 2020. Under his leadership, the company was acquired by Surescripts as a wholly owned subsidiary in 2012 and spun out as an independent company in 2015, at which time it rapidly became the market leader in population health management software. Prior to Enli Health Intelligence, Mr. Machuca led the turnaround of the NEC Computer Services Division at Packard Bell-NEC Corporation and successfully repositioned eFusion for acquisition by ITXC in 2000, subsequently serving as Executive Vice President and General Manager of e-Commerce. He began his career with Intel, where he spent 15 years ascending to leadership roles in manufacturing, engineering, marketing, and ultimately became the General Manager of the OEM Systems Division. He previously served on the board of directors of Cambia Health Systems (2009-2024), a nonprofit health care company based in Portland, Oregon, and as the Chair of Umpqua’s Compensation Committee until its merger with Columbia in 2023. Reason for Nomination: As a former chief executive officer and senior executive with over four decades of experience in technology and healthcare, Mr. Machuca brings deep expertise in governance, turnarounds, mergers and acquisitions, finance, risk management and talent development. In addition to his strong business operations and leadership experience, he provides extensive civic and community ties through his work in the healthcare space. Committee Assignments: Nominating and Governance Committee (Chair), Compensation Committee, Technology Committee Education: Bachelor’s Degree in Electrical Engineering and Master of Science in Industrial Engineering, Purdue University Other Public Board Directorships: GigCapital8 Corp. (Nasdaq: GIWWU; 2025-present); GigCapital9 Corp. (Nasdaq: GIXXU; 2026-present); UpHealth, Inc. (NYSE: UPH; 2022-present)

  11. LEAD INDEPENDENT

    LEAD INDEPENDENT

  12. DIRECTOR APPOINTEE

    DIRECTOR APPOINTEE (Effective May 14, 2026)

  13. Independent

    Independent Age: 68 Director Since: 2010 11 Table of Contents

  14. Mark A. Finkelstein

    Mark A. Finkelstein Experience: Most recently, Mr. Finkelstein served as Chief Legal and Administrative Officer and Secretary of Blucora, Inc. (former Nasdaq: BCOR), a provider of technology-enabled financial solutions, where he led the company’s legal, compliance and human resources functions. He advised the board on a wide variety of legal and corporate strategy matters, corporate governance, shareholder engagement, disclosure obligations, risk management, and mergers and acquisitions transactions. Prior to Blucora, he served as General Counsel, Corporate Secretary, and Executive Vice President of Corporate Development at Emeritus Corp. (former NYSE: ESC), a senior living healthcare provider with more than 30,000 employees supporting operations in 45 states, where he oversaw the company’s legal, compliance, and corporate development departments. Earlier in his career, he served as Chief Executive Officer and a board member of Novellus Capital Management, overseeing firm-wide strategic direction and operations, and he served as a strategic advisor for private investment firms in the United States and Europe. He is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. He has served on the board of directors of Christensen, Inc. since 2020. Reason for Nomination: Mr. Finkelstein brings extensive legal, corporate governance and strategic insights to the Board, developed through his over 25 years in the highly regulated financial services and healthcare industries, as well as deep expertise in strategic financial planning, mergers and acquisitions, and other strategic corporate transactions. Committee Assignments: Compensation Committee, Nominating and Governance Committee, Technology Committee Education: Bachelor’s Degree with High Honors in Economics, The University of Michigan; J.D., The University of Michigan Law School Other Public Board Directorships: None

  15. Independent

    Independent Age: 67 Director Since: 2014

  16. Eric S. Forrest

    Eric S. Forrest Experience: Mr. Forrest is a co-President and co-owner of Bigfoot Beverages, a beverage distributor, where he oversees and manages the company’s day-to-day operations, warehousing and fleet. He was previously a Partner in Fast Track Car Wash, which is also Oregon-based. Mr. Forrest’s entrepreneurial and operational achievements reflect a strong track record of value creation and disciplined execution. In addition to his business leadership expertise, Mr. Forrest contributes significant governance experience at publicly traded regional commercial banks having served as a member of the board of directors of Pacific Continental Corporation (former Nasdaq: PCBK) prior to its acquisition by Columbia in 2017. He chairs the Oregon Beverage Recycling Board, which he also co-founded, and serves on the boards of directors of the Ford Family Foundation, the Pepsi-Cola Bottlers Association, and the Oregon Business Council. He is also the former President of the Oregon Beer and Wine Distributors Association and a former member of the board of directors of Pepsi Northwest Bottlers. These leadership roles reflect a deep commitment to community engagement, industry stewardship, and strategic governance. Reason for Nomination: Mr. Forrest brings entrepreneurial and operational management expertise to the Board, as well as significant regulatory compliance and governance insights from his career in the banking industry. His industry background and strong community banking ties provide the Board with practical expertise that enhances oversight over business operations, corporate governance, audit and financial strategy. Committee Assignments: Enterprise Risk Management Committee, Nominating and Governance Committee Education: Bachelor’s Degree in Communications, Oregon State University; Master of Business Administration, Willamette University’s Atkinson School of Management Other Public Board Directorships: None

  17. Independent

    Independent Age: 58 Director Since: 2017 12 Table of Contents

  18. Steven R. Gardner

    Steven R. Gardner Experience: Mr. Gardner served as Chairman, Chief Executive Officer and President of Pacific Premier and as Chairman and Chief Executive Officer of Pacific Premier Bank until their acquisition by Columbia in 2025. He has extensive knowledge of all facets of financial institution management. During his tenure, Mr. Gardner led Pacific Premier Bank’s transformation into one of the largest commercial banks headquartered in California and a top performing bank in the United States, completing 12 acquisitions across whole banks, specialty finance lines of business and FDIC-assisted transactions. Mr. Gardner is an expert in all areas of mergers and acquisitions as well as capital market transactions. Prior to Pacific Premier, he was an executive officer of Hawthorne Financial Corporation, responsible for credit administration and portfolio management. Earlier in his career, he held senior management roles at both commercial banks and thrift institutions. In addition to his experience as an executive, Mr. Gardner previously served as a director for the Federal Reserve Bank of San Francisco and as a director and chairman of the finance committee for the Federal Home Loan Bank of San Francisco. He also previously served as vice chairman of the Federal Reserve Bank of San Francisco’s Community Depository Institutions Advisory Council. Reason for Nomination: Mr. Gardner brings more than 35 years of experience as a commercial banking executive and provides the Board with valuable insight and deep expertise in all facets of financial institution management, corporate strategy, mergers and acquisitions, and capital market transactions. Committee Assignments: None Education: Bachelor’s Degree, California State University, Fullerton; Graduate School, California State University, Long Beach Other Public Board Directorships: None Age: 65 Director Since: 2025

  19. Randal L. Lund

    Randal L. Lund Experience: Mr. Lund served as a partner for over 35 years with the accounting firm KPMG, one of the Big Four accounting firms in the United States. His extensive background in public accounting includes leadership over complex audits, capital markets transactions, and the application of both United States generally accepted accounting principles (“GAAP”) and International Financial Reporting Standards (“IFRS”) across a range of industries, including financial services. During his tenure at KPMG, Mr. Lund advised numerous clients through initial public offerings, secondary equity and debt offerings, and mergers and acquisitions transactions. He has vast experience in revenue recognition, stock-based compensation, tax accounting, complex debt and equity transactions, and acquisition accounting, among others. As a designated SEC engagement quality control partner, Mr. Lund regularly worked with leading public companies, engaging directly with audit committees and SEC regulators to address emerging accounting issues, assess internal controls, and strengthen regulatory compliance and corporate governance practices. In addition to his technical knowledge, Mr. Lund served as a designated IFRS partner for international engagements and played a role in implementing audit methodologies at KPMG. His experience in evaluating financial reporting integrity and advising on regulatory compliance makes him a valuable asset to the Board. Mr. Lund is a NACD Board Leadership Fellow. Reason for Nomination: Mr. Lund offers deep expertise in financial reporting, audit oversight, regulatory compliance and operational risk management. With extensive experience advising public companies, including Fortune 500 firms, Mr. Lund contributes significant insights into complex financial matters, capital markets and the evolving role of audit committees. He is one of the Board’s designated audit committee financial experts. Committee Assignments: Audit Committee (Chair), Enterprise Risk Management Committee Education: Bachelor’s Degree in Accounting, Montana State University Other Public Board Directorships: None

  20. Independent

    Independent Age: 68 Director Since: 2017 13 Table of Contents

  21. M. Christian Mitchell

    M. Christian Mitchell Experience: Mr. Mitchell currently serves as a Senior Advisor to and member of the board of directors of Marshall & Stevens, a national valuation and financial advisory firm. He previously served as a national managing partner for Deloitte’s Mortgage Banking and Finance Companies practice. During his 26-year career at Deloitte, he also served as regional managing partner for various practices including audit, enterprise risk services and financial services. He was a founding member of the board of directors of Deloitte Consulting USA, which worked with Fortune 500 companies to solve complex business challenges through strategy development and implementation, human capital and digital transformation to maintain competitiveness and realize growth opportunities. Mr. Mitchell previously served on the board of directors of Pacific Premier (former Nasdaq: PPBI; 2018-2025, until its acquisition by Columbia), Western Asset Mortgage Capital Corporation (NYSE: WMC; 2012-2023, until its acquisition by TPG Mortgage Investment Trust, Inc.), and has served as a director of eight other public companies and three private-equity owned companies. He taught as an Adjunct Accounting Professor and a guest lecturer at the University of Redlands and he is Chairman Emeritus of the NACD, Pacific Southwest Chapter. He also served on the national board of NACD (2017-2019). Reason for Nomination: Mr. Mitchell brings over 45 years of financial consulting experience, with special focus on enterprise risk management, strategic planning, financial reporting, corporate governance, capital markets, and mergers and acquisitions, which provides invaluable support to the Board’s corporate stewardship and strategic decision-making. He is one of the Board’s designated audit committee financial experts. Committee Assignments: Audit Committee, Enterprise Risk Management Committee Education: Bachelor’s Degree in Accounting, University of Alabama Other Public Board Directorships: Parsons Corporation (NYSE: PSN; 2013-present); TPG Mortgage Investment Trust, Inc. (NYSE: MITT; 2023-present)

  22. Independent

    Independent Age: 71 Director Since: 2025

  23. John F. Schultz

    John F. Schultz Experience: Since joining Hewlett Packard Enterprise (“HPE”) in 2008, Mr. Schultz has held a variety of leadership roles at the company. He currently leads large-scale initiatives including the integration of Juniper Networks, HPE’s largest acquisition to date, including the regulatory approval process and integration planning and execution. As a part of the integration, Mr. Schultz led the development of an innovative integration framework, anchored by clear objectives, a track system, and core integration leaders, that establishes a new standard for future projects; his tailored execution approach, which departed from traditional models to concepts tailor-fit to the company’s future vision, has ensured rapid progress and reflects the thoughtful planning invested from the outset. Prior to leading the Juniper integration, Mr. Schultz led HPE’s Transformation Office, a cross-business team responsible for delivering the company’s plan to become the leading edge-to-cloud company, including the strategic development and incubation of HPE’s GreenLake platform and cloud services. Mr. Schultz’s firsthand leadership in digital transformation, cloud adoption and enterprise modernization provides valuable insights to the Board in areas including digital infrastructure, cybersecurity, regulatory compliance and the strategic use of artificial intelligence and cloud technologies to meet evolving customer expectations for seamless digital experiences. These efforts have been, and continue to be, central to HPE’s strategic modernization and innovation agenda. Before joining HPE, Mr. Schultz was a partner in the litigation practice of Morgan Lewis & Bockius LLP, focusing on complex litigation and primarily defending consumer class-action, fiduciary liability, and technology-related commercial litigation. He was previously a partner at Drinker Biddle & Reath, where he also specialized in commercial and product liability litigation. Reason for Nomination: Mr. Schultz brings valuable legal, risk management and corporate governance insights to the Board, having led several business transformations, information technology and risk management functions, information technology and cybersecurity organizations, eCommerce teams, ethics and compliance, and global resilience and security functions. Committee Assignments: Technology Committee (Chair), Audit Committee Education: Bachelor’s Degree, Albright College; J.D., University of Pennsylvania Law School Other Public Board Directorships: None

  24. Independent

    Independent Age: 61 Director Since: 2015 14 Table of Contents

  25. Elizabeth W. Seaton

    Elizabeth W. Seaton Experience: Ms. Seaton is the former President and Chief Executive Officer of Saltchuk Aviation, an air cargo and aviation services company headquartered in Seattle, Washington. She successfully guided the company through numerous milestones during her six-year tenure, including achieving top-tier safety performance, expanding partnerships with key customers and overseeing significant operational growth. Under her leadership, Saltchuk successfully integrated Ryan Air into its portfolio. Ms. Seaton previously served as Senior Vice President of Operations for Saltchuk Resources, Inc., a family of diversified transportation and fuel distribution companies. Earlier in her career, she spent over 20 years at Weyerhaeuser, where she held senior roles in strategic planning, capital investments and business operations, which deepened her expertise in enterprise risk management, capital investments, operations and corporate governance. She began her career as a Principal at Boston Consulting Group, advising clients on strategic development, turnarounds and change management, and mergers and acquisitions. Ms. Seaton serves on the board of directors of Premera, a not-for-profit parent company that through its family of companies delivers comprehensive health benefits and personalized services to individuals, small businesses and Fortune 100 companies. She also serves on the Planned Parenthood Federation of America Board after serving on Planned Parenthood Great Northwest, Hawaiʻi, Alaska, Indiana, Kentucky. Ms. Seaton has held several board leadership roles, including Board Chair and Vice Chair, Finance and Investment Committee Chair, Board Secretary, and Executive Committee member. Ms. Seaton was named a Director of the Year in 2024 by PSBJ and named as one of the “Power 100” business and not-for-profit leaders in the Pacific Northwest. Reason for Nomination: Ms. Seaton brings to the Board broad financial, operational and governance expertise, developed through more than three decades of leadership. In particular, the Board benefits from her deep experience in turnarounds and change management, strategic development, mergers and acquisitions, and enterprise risk management. Committee Assignments: Enterprise Risk Management Committee (Chair), Audit Committee Education: Bachelor’s Degree in Economics, History, Princeton University; J.D./Master of Business Administration, University of Chicago Business and Law Schools Other Public Board Directorships: None

  26. Independent

    Independent Age: 65 Director Since: 2014

  27. Jaynie Miller Studenmund

    Jaynie Miller Studenmund Experience: Ms. Studenmund’s experience includes 20 years of executive banking experience, having been a managing committee member and leading retail banking and business banking, primarily at First Interstate of California (now Wells Fargo), where she began as the Chief Marketing Officer. She then became Executive Vice President and Head of Retail and Business Banking for Home Savings of America and Great Western Bank, following the acquisition of First Interstate. After her banking career, Ms. Studenmund pivoted to digital businesses as President and Chief Operating Officer of PayMyBill.com, an early consumer platform acquired by Paytrust, and next as Chief Operating Officer of Overture Services, the successful, publicly traded pioneer of paid search advertising. She played a key role in positioning Overture for its $1.6 billion acquisition by Yahoo!, demonstrating strong operating, financial, and mergers and acquisitions experience. Ms. Studenmund also brings significant corporate governance experience. She has served on the boards of directors of Pacific Premier (former Nasdaq: PPBI; 2019-2025, until its acquisition by Columbia), ExlService Holdings (Nasdaq: EXLS; 2018-2025) and CoreLogic (Nasdaq: CLGX; 2012-2021). Reason for Nomination: Ms. Studenmund brings extensive executive and public board expertise in strategy, operations, change management, and mergers and acquisitions, developed over four decades of executive leadership across the financial services, digital analytics and health care industries. Her in-depth background leading major consumer and business banking franchises during periods of regulatory change, rapid innovation, growth, market transformation, and mergers and acquisitions strengthens the Board’s ability to guide Columbia’s growth strategies. Committee Assignments: Compensation Committee, Nominating and Governance Committee Education: Bachelor’s Degree in Economics, Wellesley College; Master of Business Administration, Harvard Business School Other Public Board Directorships: Select funds for Franklin Templeton’s Western Asset Management (2004-present)

  28. Independent

    Independent Age: 71 Director Since: 2025 15 Table of Contents

  29. Hilliard C. Terry, III

    Hilliard C. Terry, III Experience: Mr. Terry has served as an advisor and interim chief executive officer to private equity-backed portfolio companies, providing strategic and operational leadership during periods of transition and growth. He was previously a board member at Umpqua, where he chaired the Audit and Compliance Committee, until its merger with Columbia in 2023. Earlier in his career, Mr. Terry was Chief Financial Officer of Textainer Group Holdings Limited, one of the world’s largest marine container leasing companies, where he led complex capital transactions, strategic investments and financial operations. Prior to that, he held investor-facing and finance leadership roles at Agilent Technologies, where he played a key role in the company’s successful spin-off from Hewlett-Packard and its subsequent initial public offering. Mr. Terry also held investor relations and global marketing leadership roles at Verifone and began his professional journey at Kenetech Corporation in investor relations. He spent time in investment banking with Goldman Sachs, focusing on real estate finance and financial institutions. Reason for Nomination: As a senior finance executive with over 25 years of experience across technology, financial services and leasing sectors, Mr. Terry brings deep expertise in financial strategy, risk management, corporate development and accounting. He provides the Board with valuable investor insights and capital markets expertise. Mr. Terry serves as one of the Board’s designated audit committee financial experts. Committee Assignments: Compensation Committee (Chair), Nominating and Governance Committee, Technology Committee Education: Bachelor’s Degree in Economics, University of California, Berkeley; Master of Business Administration, Golden Gate University Other Public Board Directorships: Asbury Automotive Group, Inc. (NYSE: ABG; 2022-present); Upstart, Inc. (Nasdaq: UPST; 2019-present)

  30. Independent

    Independent Age: 56 Director Since: 2010

  31. Anddria Varnado

    Anddria Varnado Experience: Ms. Varnado served as General Manager and Head of Consumer Businesses at Kohler Company, a global leader in home products, hospitality destinations and systems, where she oversaw key growth and transformation initiatives and led consumer channels and e-commerce sales. In this role, she developed expertise in customer-centric strategy, digital channel optimization, data-driven decision-making, and large-scale operational execution. Prior to Kohler, Ms. Varnado was Vice President of Strategy and Business Development at Macy’s, where she oversaw strategic evaluation, including analysis, development, transformation and innovation in the consumer market. She also served as Vice President and Head of Strategy and Business Development at Williams-Sonoma, where she was directly responsible for mergers and acquisitions, new business, and brand development across the company’s multi-brand portfolio. At Williams-Sonoma, Ms. Varnado led the acquisition of Outward, Inc., a digital imaging company, which was the largest acquisition transaction in the company’s history at that time and positioned the business at the forefront of retail technology. Ms. Varnado’s experience also includes management consulting at ZS Associates, product leadership at New York Life Insurance Company and corporate banking at Citigroup. Reason for Nomination: Ms. Varnado brings extensive senior leadership experience with a focus on business transformation, digital strategy, strategic development, mergers and acquisitions, and consumer financial insights. Her cross-industry experience in retail, consumer goods, financial services and corporate strategy brings a broad and valuable perspective to the Board. Committee Assignments: Audit Committee, Technology Committee Education: Bachelor’s Degree in Business Administration, Clark Atlanta University; Master of Business Administration, Harvard Business School Other Public Board Directorships: Red Robin Gourmet Burgers, Inc. (Nasdaq: RRGB; 2021-present)

  32. Independent

    Independent Age: 40 Director Since: 2018 16 Table of Contents Corporate Governance

  33. 2025 Board Meetings

    2025 Board Meetings The Board met 11 times during 2025. Each director who served on the Board for the full calendar year, as well as former Pacific Premier directors Mr. Mitchell and Ms. Studenmund, attended at least 75% of the total number of meetings of the Board and committees on which they served. Former Pacific Premier director Mr. Gardner, who joined the Board in connection with the acquisition of Pacific Premier on August 31, 2025, missed one of the three Board meetings that was held after such date due to a conflicting personal obligation. Mr. Gardner does not serve on any Board committees because he is not an independent director. Due to his absence from one of the total of three Board meetings that occurred since he joined the Board on August 31, 2025, Mr. Gardner did not meet the 75% attendance threshold for 2025. Columbia directors are expected to attend the annual meeting of shareholders. Last year, all of our directors attended the virtual annual meeting of shareholders with the exception of Mr. Forrest and Ms. Numata. During 2025, the independent directors held four meetings without management present.

  34. Compensation of Directors

    Compensation of Directors Directors receive compensation in the form of cash and restricted stock. We do not pay directors who are also employees or consultants of Columbia or its subsidiaries (i.e., non-independent directors) additional compensation for their service as directors. Compensation for independent directors prior to 2026 was generally set for a 12-month period commencing after each annual meeting of the Company’s shareholders. Effective January 1, 2026, compensation for such directors is set for the prospective calendar year instead. On recommendation of the Compensation Committee, the Board determined not to change the amount of cash compensation for the Company’s independent directors for the 2024-2025 year of service but changed the amount of equity compensation. On recommendation of the Compensation Committee, the Board determined to change the amount of cash compensation for the Company’s independent directors effective May 15, 2025, but did not change the amount of equity compensation. Independent director compensation for 2025 is set forth below.

  35. Independent Director Compensation

    Independent Director Compensation

  36. Independent Director Compensation

    | | 2025 Annual Cash Compensation ($) | | | | Effective January 1, 2025 - May 14, 2025 | Effective May 15, 2025 - December 31, 2025 | | Board Member Annual Retainers | | | | Lead Independent Director / Independent Board Chair(1) | 54,700 | 54,700 | | Board Member | 57,000 | 85,000 | | Additional Committee Chair Annual Retainers(1) | | | | Audit Committee | 18,200 | 20,000 | | Compensation Committee | 14,500 | 15,000 | | Enterprise Risk Management Committee | 10,900 | 17,500 | | Other committees(2) | 10,900 | 13,500 | | Additional Committee Member Annual Retainers | | (3) | | Audit Committee | 9,700 | 15,000 | | Compensation Committee | 7,300 | 10,000 | | Enterprise Risk Management Committee | 4,800 | 10,000 | | Other committees(2) | 4,800 | 7,500 | | | | Annual Equity Compensation ($) | | | | Effective Since May 18, 2024 | | Board Member Annual Equity Retainer | | 85,000 |

  37. Independent Director Compensation

    (1) Paid in addition to Board member and committee member annual retainers. (2) Through December 31, 2025, consisted of the Nominating and Governance Committee, Columbia Bank’s Trust Committee, and Financial Pacific Leasing, Inc. board of directors (subsidiary of Columbia Bank). (3) Neither the Lead Independent Director nor the Board Chair receive Committee Member Annual Retainers for service on any committees. 29 Table of Contents

  38. 2025 Director Compensation Table

    2025 Director Compensation Table The following table shows compensation paid or accrued for the last fiscal year to our non-NEO directors.

  39. 2025 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Craig D. Eerkes | 55,850 | — | — | 6,024 | 61,874 | | Mark A. Finkelstein | 103,700 | 84,990 | — | 6,024 | 194,714 | | Eric S. Forrest | 95,650 | 84,990 | 1,314 | 6,024 | 187,978 | | Peggy Y. Fowler | 42,400 | — | — | 6,024 | 48,424 | | Steven R. Gardner | — | — | — | 733,333 | 733,333 | | Randal L. Lund | 116,000 | 84,990 | — | 6,024 | 207,014 | | Luis F. Machuca | 107,200 | 84,990 | — | 6,024 | 198,214 | | M. Christian Mitchell | 27,500 | 59,601 | — | — | 87,101 | | S. Mae Fujita Numata | 101,833 | 84,990 | 18,602 | 6,024 | 211,449 | | Maria M. Pope | 106,800 | 84,990 | — | 6,024 | 197,814 | | John F. Schultz | 98,150 | 84,990 | — | 6,024 | 189,164 | | Elizabeth W. Seaton | 113,600 | 84,990 | — | 6,024 | 204,614 | | Jaynie Miller Studenmund | 25,625 | 59,601 | — | — | 85,226 | | Hilliard C. Terry, III | 104,300 | 84,990 | — | 6,024 | 195,314 | | Anddria Varnado | 98,150 | 84,990 | — | 6,024 | 189,164 |

  40. 2025 Director Compensation Table

    (1) Mr. Eerkes and Ms. Fowler retired effective May 15, 2025. Mr. Gardner, Mr. Mitchell, and Ms. Studenmund were elected to the Board effective August 31, 2025, in connection with the acquisition of Pacific Premier. (2) For all directors except Mr. Eerkes, Ms. Fowler, Mr. Gardner, Mr. Mitchell, and Ms. Studenmund, represents a restricted stock award of 3,382 shares granted on May 15, 2025 at the grant date fair value, rounded down to the nearest whole share, comprising the 2025 annual equity retainer that will vest on May 15, 2026. For Mr. Mitchell and Ms. Studenmund, represents a restricted stock award of 2,205 shares granted on September 2, 2025 in connection with their election to the Board at the grant date fair value, comprising the pro-rated 2025 annual equity retainer that will vest on May 15, 2026. The fair value of these awards was determined in accordance with the Compensation-Stock Compensation topic of the FASB ASC 718. Assumptions used to calculate these amounts are set forth in the notes to the Company’s audited financial statements for the fiscal year ended 2025, included in the Company’s 2025 Annual Report. (3) Represents above-market earnings on Mr. Forrest’s and Ms. Numata’s deferred compensation accounts, the material terms of which are described under the “Deferred Compensation Plans” section. (4) For all directors except Mr. Gardner, Mr. Mitchell, and Ms. Studenmund, represents dividends received upon the vesting of equity awards that were granted on May 10, 2024. For Mr. Gardner, represents the amount earned under a consulting agreement with the Company, dated September 2, 2025 and entered into in connection with the Pacific Premier acquisition, pursuant to which he serves as an advisor through September 3, 2026, for an aggregate advisory fee of $2,200,000 payable in equal monthly installments. Mr. Gardner also remains eligible for benefits under the salary continuation agreement by and between Mr. Gardner and Pacific Premier, dated as of April 1, 2006 and amended as of January 1, 2013, which provides continued income for a 15-year period after retirement at or after age 62, in the amount of $183,333 per year for Mr. Gardner. 31 Table of Contents Proposal 2 – Advisory Vote on Executive Compensation The Board and management are committed to excellence in governance and recognize the interest our shareholders have expressed in the Company’s executive compensation program. As a part of that commitment, and in accordance with SEC rules, we ask our shareholders to approve an annual advisory resolution on the compensation of the named executive officers (“NEOs”), as reported in this Proxy Statement. This proposal, commonly known as “say-on-pay,” gives shareholders the opportunity to approve or not approve our fiscal year 2025 compensation for NEOs. Our shareholders previously voted in favor of an annual say-on-pay vote, and our Board determined to hold an annual vote. This vote is not intended to address any specific item of compensation, but rather to address the compensation paid to our NEOs as disclosed in this Proxy Statement, which we believe reflects our overall compensation policies and procedures relating to the NEOs. While your vote is advisory and will not be binding on the Compensation Committee or the Board, we strive to align our governance policies and practices with the interests of our shareholders. The Compensation Committee and the Board considers the outcome of the say-on-pay vote when considering future compensation plans. We are requesting your non-binding vote on the following resolution: “RESOLVED, that the shareholders approve the compensation of the named executive officers as described in the Compensation Discussion and Analysis and the tabular and accompanying narrative disclosure of named executive officer compensation in the Proxy Statement for the 2026 Annual Meeting of Shareholders.” We believe that our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. Columbia’s compensation program is guided by the philosophy that total executive compensation should vary based on achievement of both individual and corporate goals and objectives, and should be focused on long-term strategies to build shareholder value. We invite you to consider the details of our executive compensation provided under the “Compensation Discussion and Analysis” section. That section provides you with information about the structure of our executive compensation and the objectives that our compensation program is intended to achieve.

  41. Other Compensation Information

    Other Compensation Information Details the elements of executive compensation and decisions made with respect to base salary, annual incentives and individual executive performance, and equity awards. Reviews our equity award timing, clawback policies, stock ownership requirements, and other governance features and compensation practices. 33 Table of Contents

  42. 2025 Financial Results

    2025 Financial Results The following is a summary of our 2025 financial performance: ▪2025 financial results were impacted by a legal settlement and Columbia’s acquisition of Pacific Premier; merger-related expense and an initial provision for credit losses related to the acquired portfolio impacted results without the full benefit of anticipated cost savings ▪Net income of $550 million and operating PPNR* of $1,065 million ▪Diluted EPS of $2.30 and operating diluted EPS* of $3.12 ▪Net interest margin of 3.83% ▪Efficiency ratio of 61.68% and operating efficiency ratio, as adjusted*, of 52.54% ▪ROAA of 0.97% and operating ROAA* of 1.31% ▪Return on average common equity of 8.98% ▪Return on average tangible common equity* of 12.51% and operating return on average tangible common equity* of 16.97% ▪Loan balances of $48 billion and deposit balances of $54 billion as of December 31, 2025, which reflect increases of 27% and 30%, respectively, from December 31, 2024 balances, largely due to the acquisition of Pacific Premier ▪Continued strong credit quality, with net charge-offs as a percentage of average loans and leases of 0.27% and non-performing assets as a percentage of total assets of 0.30% ▪Common equity tier 1 capital ratio and total risk-based capital ratio were 11.80% and 13.63%, respectively, as of December 31, 2025, above current “well-capitalized” regulatory minimums and Columbia’s internal targets * Non-GAAP financial measures. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure. The Company’s TSR was 9.4% for 2025, compared to the KBW Regional Banking Index (“KRX”) performance of 6.5% and the peer group performance of 13.9%. Columbia’s peer group is primarily composed of banks in the KRX, but it also contains banks in the KBW Bank Index (“BKX”), which represents national money center banks and the largest regional institutions, compared to the KRX, which is designed to represent the United States regional banking industry. TSR performance for the BKX was 32.6% for 2025, reflecting investors’ preference for larger financial institutions during the year, as macroeconomic uncertainty weighed more heavily on regional bank stocks than their larger peers’ stocks. Columbia shares were also influenced by the Pacific Premier acquisition, which was announced on April 23, 2025 and closed on August 31, 2025. Following underperformance during the first half of 2025, Columbia shares outperformed the KRX, the BKX, and Columbia’s peer group during the second half of 2025.

  43. The Compensation Committee regularly reviews best practices in executive compensation and

    | What We Do | | What We Don’t Do | | | Independent Compensation Committee that engages its own advisorsx | No single trigger change-in-control provisions | | | Stock ownership requirements for executive officersx | No tax gross-ups on severance or change-in-control benefits | | | Clawback provisions applicable to all incentive compensationx | Hedging and pledging of Company stock is prohibited | | | Annual review of peer groupx | Equity plans prohibit repricing, reload or exchange of any stock options without shareholder approval | | | Annual best practices review and competitive assessment of compensation with independent consultantx | No guaranteed executive bonuses | | | Annual risk focused review of Company-wide incentive plans | | | | Proactive engagement with shareholders and consideration of investor feedback in compensation decisions | |

  44. The Compensation Committee is guided by the following key principles in determining

    The Compensation Committee is guided by the following key principles in determining the compensation of our executives: Market Competitive Compensation: Executive compensation programs are structured to remain competitive with prevailing market rates. This enables us to secure, motivate, and retain skilled executives capable of effectively managing Company assets. Base salaries reflect individual performance, experience, credentials, and leadership ability, while total compensation opportunities reward exceptional achievement within reasonable market parameters. Accountability for Business Performance: Executive compensation packages are designed to align the interests of executives and shareholders, with variable compensation closely linked to corporate performance and established benchmarks. Targeted variable pay is set near the market median, and actual awards may be adjusted according to attainment of Company, individual, and peer- related performance objectives (short-term incentive (“STI”) and long-term incentive (“LTI”)). Alignment with Shareholder Interests: The executive compensation program features a balanced mix of fixed and variable, cash and equity, as well as short- and long-term components. Multi-year vesting applies to long-term awards, and at least 50% of equity awards are performance-based, ensuring that a substantial portion of total compensation corresponds directly to shareholder value. Management of Undue or Excessive Risk: Compensation policies support sound risk management and are crafted to avoid incentives that could expose the Company to undue risk. Compliance with robust risk management practices and regulatory requirements is integral to compensation decisions, reinforcing a responsible balance between growth and prudent risk oversight. Independent Oversight: The Compensation Committee, composed exclusively of independent directors, oversees executive and director compensation. The Compensation Committee regularly consults with an independent compensation advisor retained by and reporting directly to the Compensation Committee. 38 Table of Contents

  45. Q4

    Q4 Review financial results and executive officer performance for prior fiscal year; confirm achievement of prior year goals and equity vesting levels Review peer group Review compensation peer trends and governance best practices with independent consultant Annual competitive assessment of executive compensation compared to peers Set annual incentive plan targets and metrics and salaries, for current fiscal year; determine equity award amounts Discuss say-on-pay results following annual meeting Assess equity plan with award dilution and overhang analysis; review annual and long-term incentive progress Review annual and long-term plan design to determine any changes for the following fiscal year

  46. Role of the Compensation Consultant / Evaluation of Independence

    Role of the Compensation Consultant / Evaluation of Independence The Compensation Committee reviews information provided by a recognized, independent compensation consultant including survey or “benchmarking” data, peer group recommendations, compensation and governance best practices, and plan design suggestions. The Compensation Committee uses this information to understand prevailing market practices and aggregate, as well as component, compensation packages provided by financial services companies similar in size and scope. The Compensation Committee has full authority to retain and terminate the services of the compensation consultant. Each year, the Compensation Committee conducts an independence review of its compensation consultant pursuant to SEC and Nasdaq rules. For 2025, the Compensation Committee confirmed the independence of, and engaged, two consultants within the year. In early 2025 the Compensation Committee continued its relationship with Mercer as its independent consultant. In late October of 2025, the Compensation Committee transitioned to Aon. The Compensation Committee received letters from both Mercer and Aon assessing independence under the SEC’s six factor test. The Compensation Committee also conducted its own assessment of both firms’ independence and concluded that no conflict of interest existed in connection with the services provided. For 2025, fees paid to Mercer for executive and director compensation consulting totaled $51,809, while fees paid to Aon for executive and director compensation consulting totaled $106,760. The Compensation Committee considered fiscal year 2025 fees paid to Mercer and its Marsh & McLennan Companies affiliates for services other than executive and director compensation provided to the Company, which totaled $759,952 and consisted of health and welfare plan administration, management and consulting. The 2025 fees paid were approximately 0.0028% of Marsh & McLennan Companies’ fiscal year 2025 revenue. 39 Table of Contents

  47. Considerations in Determining Compensation

    Considerations in Determining Compensation Peer Group: The Compensation Committee, with assistance from its independent compensation consultant and input from management, establishes the Company’s peer group. The selection process begins with a list of potential peer companies, which is filtered using various criteria described below to determine the final list of peer companies. The following outlines the process utilized by the Compensation Committee in selecting the 2025 peer group.

  48. Peer Group

    Peer Group Final (1) peer group. (1)Following completion of the Pacific Premier acquisition, in light of the Company’s new lines of business, increase in total assets, and expanded geographic footprint, the peer group was adjusted for 2026 as follows: Banc of California, Inc. and Prosperity Bancshares, Inc. were removed due to asset size; Synovus Financial Corp. was removed due to its merger with Pinnacle Financial Partners, Inc.; and Regions Financial Corp., Webster Financial Corp. and Old National Bancorp were added. Subsequent to this adjustment, Cadence Bank and Comerica Incorporation were removed due to their respective acquisitions by Huntington Bancshares Incorporated and Fifth Third Bancorp. The Compensation Committee relies on the peer group analysis to provide relevant market data and trend information but does not consider the peer group analysis to be a substitute for its collective business judgment. 40 Table of Contents

  49. Elements of 2025 Compensation

    | Component | | | Features | Link to Strategy and Performance | | Fixed | Short-Term | Base Salary (Cash) | Salaries are determined based on prevailing market levels with adjustments for individual factors including performance, scope of responsibility, years of experience, and skills. Annual salary is the only fixed component of the executive compensation program. | Provide competitive baseline compensation to attract and retain executive talent. | | Variable | | Annual Incentive Plan (Cash) | The key corporate metrics are objective measures and constitute the majority of the incentive opportunity. For 2025, operating PPNR was the sole corporate metric and constituted 80% of the target annual incentive opportunity for all NEOs, excluding the former Executive Chair. Individual goals tied to the Company’s strategy and key objective constituted 20% of the target annual incentive opportunity for all NEOs excluding the former Executive Chair, and 100% for the former Executive Chair. | Consistent with competitive practices, executives should have a significant portion of their target annual total cash compensation at risk, contingent upon Company performance. The Annual Incentive Plan motivates and rewards executives for achieving and exceeding personal and Company-wide goals. Financial metrics and goals are set in relation to business drivers in our strategic plan. A minimum level of operating PPNR performance is required for an NEO, other than the former Executive Chair, to receive any payout. | | | Long-Term | Restricted Stock Units | Service-based equity awards that vest ratably over three years. Dividend equivalents are paid only on vested restricted stock units at the time of vesting. | Equity awards motivate and reward long- term performance and executive focus on generating long-term shareholder value. Service-based, long-term awards provide a retention incentive in addition to aligning executives with shareholder interests. | | | | Performance Stock Units | Performance-based awards that cliff vest after a three-year performance measurement period. Dividend equivalents are paid only on vested performance stock units at the time of vesting. Vesting is based on Company performance against pre-defined metrics, measured over a three-year performance period compared to peer performance. Performance stock units utilize the same peer group as the Compensation Committee selects for the competitive assessment. Performance stock units constitute a minimum of 50% of our NEO equity awards. Performance metrics for 2025 performance stock units were: ▪ROTCE, which rewards achieving long-term profitable growth and returns; and ▪TSR, which directly links executive compensation to shareholder returns, and emphasizes the need for long- term financial and stock price performance. A minimum level of performance with respect to each of ROTCE and TSR relative to peers is required for an NEO to receive any payout with respect to the corresponding portion of their performance stock units. | Equity awards motivate and reward long- term performance and executive focus on generating long-term shareholder value. Performance stock units focus executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. |

  50. Annual Incentive Plan

    Annual Incentive Plan At the beginning of each year, we approve the terms of a short-term, cash incentive plan for our executive officers. The Compensation Committee sets the target incentive as a percentage of base salary based on peer and market data for similar positions, total direct compensation, internal groupings of executives and, if applicable, executives’ employment agreements. For 2025, the Compensation Committee maintained target incentives at 2024 levels for the NEOs after reviewing market data and internal equity.

  51. Annual Incentive Plan

    | Name | Target Incentive as a % of Base Salary | Increase over Prior Year Target % | | Clint E. Stein | 120% | —% | | Ivan A. Seda(1) | 60% | N/A | | Christopher M. Merrywell | 100% | —% | | Torran B. Nixon | 100% | —% | | Andrew H. Ognall | 60% | —% | | Ron L. Farnsworth | 85% | —% | | Cort L. O’Haver | 110% | 10% |

  52. Annual Incentive Plan

    (1) Mr. Seda assumed the Chief Financial Officer role on December 31, 2025 with a compensation rate of $550,000 and target incentive of 60% to be pro-rated based on his hire date of August 25, 2025. The Compensation Committee uses primarily objective elements for the annual incentive plan. Achievement of the target incentive is generally based on the success of the Company and the individual executive in performance areas specific to their role and Company initiatives. The Compensation Committee also establishes a maximum payout above the target incentive, as well as a minimum performance requirement with respect to the Company performance measure in order to receive any payout. Our annual incentive plan expressly provides the Compensation Committee authority to apply “negative discretion” to reduce awards and to apply risk modifiers prior to payout. Our 2025 Annual Incentive Plan, for NEOs, was weighted 80% based on corporate performance measured by our operating PPNR performance, and 20% on individual goals. The Compensation Committee selected operating PPNR due to its: ▪Focus on the core profitability of the Company (in part due to its insulation from volatility in loan loss provision expense caused by Current Expected Credit Loss (“CECL”) accounting requirements, which may create increased loss provision expense based on economic forecasts that may or may not actually create problem loans) ▪Wide use by investors and analysts to measure profitability

  53. Financial Performance – Operating PPNR

    | Threshold – 50% payout | 75% payout | 90% payout | Target – 100% payout | 125% payout | 150% payout | Maximum – 200% payout | | > $456.6 million – | > $593.5 million – | > $776.1 million – | > $867.4 million – | > $913.0 million – | > $1,004.3 million - | > $1,092.6 million | | $593.5 million | $776.1 million | $867.4 million | $913.0 million | $1,004.3 million | $1,092.6 million | |

  54. Individual Performance

    The Compensation Committee determined that Mr. Stein had met his individual goals, exceeding the targeted productivity goal, and recommended approval of a 175% payout on the individual component. The Board approved Mr. Stein’s award at the levels recommended by the Compensation Committee. Mr. Stein assessed each of the other NEOs’ performance in recommending the individual goal achievement level. He presented his assessment to the Compensation Committee and discussed his compensation recommendations for each NEO. After considering 2025 performance, the Compensation Committee approved the achievement of the individual performance component of the annual incentive awards at the following percentages of target: 125% for Messrs. Merrywell and Nixon and 100% for Mr. Farnsworth. The Compensation Committee placed significant weight on Mr. Stein’s incentive award recommendations but independently reviewed and approved those recommendations. Mr. Seda’s annual incentive payout was pro-rated based on hire date and achieving targeted individual performance tied to a successful transition into the Chief Financial Officer role. 46 Table of Contents

  55. Final Annual Incentive Payouts

    Final Annual Incentive Payouts Based on the 2025 corporate financial and individual performance results and decisions described above, the Compensation Committee (as well as the Board in the case of Mr. Stein) approved final annual incentive award payouts to the NEOs for 2025 as follows:

  56. Final Annual Incentive Payouts

    | Name(1) | Total Paid | Target | Total as a % of Target | | Clint E. Stein | $2,025,000 | $1,500,000 | 135% | | Ivan A. Seda(2) | $138,600 | $115,500 | 120% | | Christopher M. Merrywell | $925,000 | $740,000 | 125% | | Torran B. Nixon | $925,000 | $740,000 | 125% | | Andrew H. Ognall | $383,760 | $295,200 | 130% | | Ron L. Farnsworth | $635,460 | $529,550 | 120% |

  57. Final Annual Incentive Payouts

    (1)Mr. O’Haver did not participate in any incentive payouts, and his severance amounts are detailed in the “Potential Payments Upon Termination or Change in Control” section. (2)Prorated for mid-year hire.

  58. Equity Awards

    Equity Awards Our 2024 Equity Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. We believe executive officers and other key management positions should have a meaningful portion of their competitive total compensation opportunity linked to shareholder return, which is directly tied to our long- term vision of growth, stability, asset quality and our commitment to a personalized relationship banking approach. Long-term incentives take the form of equity awards that are intended to align the interests of the executive with those of our shareholders by encouraging ownership of our common stock and tying value to the long-term market value of the Company’s stock. These awards also serve to promote an executive’s continued service to the organization by vesting over a period of years and encourage sound risk management by providing a balanced view of performance and aligning awards with the longer-term time horizon of risk outcomes.

  59. 2025 Equity Award Grants

    2025 Equity Award Grants Our 2025 long-term incentive compensation consisted of a combination of (i) PSUs that are earned and vest at the end of a three- year performance period and (ii) service-based RSUs. The 2025 PSUs vest at the end of the three fiscal year performance period ending December 31, 2027, based on achievement levels of our TSR and our ROTCE compared to the peer group. The NEOs also received RSUs that vest ratably over three years subject to continued service. Mr. Ognall received two additional RSU awards, each with a three‑year cliff vesting schedule, subject to continued service. The Compensation Committee set these long-term incentive targets based on peer and market data for similar positions. 47 Table of Contents The mix of equity awards in 2025 was:

  60. 2025 Equity Award Grants

    | Name | PSUs | RSUs | | Clint E. Stein | 60% | 40% | | Ivan A. Seda | 60% | 40% | | Christopher M. Merrywell | 60% | 40% | | Torran B. Nixon | 60% | 40% | | Andrew H. Ognall | 50% | 50% | | Ron L. Farnsworth | 60% | 40% | | Cort L. O’Haver | 60% | 40% |

  61. 2025 Equity Award Grants

    The following table presents grant date fair value of equity awards (with PSUs at target performance) granted in 2025 by the Company as a percentage of base salary for each of the NEOs:

  62. 2025 Equity Award Grants

    | Name | PSUs as a % of 2025 Base Salary | RSUs as a % of 2025 Base Salary | Total Opportunity as a % of 2025 Base Salary | | Clint E. Stein | 184% | 116% | 300% | | Ivan A. Seda | 144% | —%(1) | 144% | | Christopher M. Merrywell | 86% | 54% | 140% | | Torran B. Nixon | 86% | 54% | 140% | | Andrew H. Ognall | 41% | 262% | 303% | | Ron L. Farnsworth | 86% | 55% | 141% | | Cort L. O’Haver | 127% | 80% | 207% |

  63. 2025 Equity Award Grants

    (1)Reflects mid-year hire. The Compensation Committee selected two performance metrics for the PSUs with half of the awards to vest based on ROTCE and half based on TSR performance, both relative to the peer group approved by the Compensation Committee and discussed in the “Considerations in Determining Compensation” section. We believe that a measure based on return on equity links executive compensation to the creation of long-term value for shareholders, and TSR directly links executive compensation to the returns realized by our shareholders. The combination of metrics ensures that our awards are not advantaged or penalized by general market conditions. The vesting of PSUs will be determined based on the Company’s achievement of Threshold, Target or Maximum levels of ROTCE Performance and TSR Performance as follows:

  64. 2025 Equity Award Grants

    | Performance Goals | Relative ROTCE/Relative TSR Performance | Percentage of Target Award Earned | | Minimum | Below 50% | —% | | Threshold | At 50% | 50% | | Target | At 100% | 100% | | Maximum | At or above 150% | 150% |

  65. 2025 Equity Award Grants

    48 Table of Contents Award achievement in the event of performance at levels between Threshold and Target and between Target and Maximum will be based on straight-line interpolation between such levels. For example, performance of 80% or 111% will result in 80% or 111%, respectively, of the award vesting. ROTCE Performance is equal to the quotient resulting from dividing Company Average ROTCE by the Peer Group Average ROTCE. Company Average ROTCE is calculated by dividing the sum of the Company’s ROTCE for 2025, 2026 and 2027 by three. Peer Group Average ROTCE is the sum of each peer company’s Peer ROTCE divided by the number of peers. Peer ROTCE is calculated in the same manner as the Company’s ROTCE: the sum of a peer’s 2025, 2026 and 2027 ROTCE divided by three. TSR Performance is equal to the quotient resulting from dividing Company TSR by the Peer Group TSR. Company TSR is the sum of TSR for the Company as determined on each of the last 20 trading days of the performance period (January 1, 2025, through December 31, 2027), with each TSR measured from the grant date divided by 20. Peer Group TSR is the median of the TSR for all peers based on each Peer Company TSR. Peer Company TSR is calculated in the same manner as Company TSR: the sum of TSR for a peer as determined on each of the last 20 trading days of the performance period, with each TSR as measured from the Grant Date, divided by 20. TSR is the cumulative total shareholder return, assuming dividend reinvestment and expressed as a percentage return, as applied to the Company or any peer, and meaning stock price appreciation from: (A) the beginning of the performance period using the initial closing price to (B) a trading day in the 20 trading day period preceding the end of the performance period using the closing price of such company’s common stock.

  66. 2023-2025 PSU Performance Results

    2023-2025 PSU Performance Results The PSUs granted in 2023 were subject to performance vesting conditions tied to the Company’s ROTCE and TSR relative to a defined group of peer banks, in each case over the period from January 1, 2023 through December 31, 2025. In the first quarter of 2026, the Compensation Committee reviewed the Company’s actual performance against the ROTCE and TSR targets and determined that the awards would pay out at 129% and 84% of target, respectively.

  67. 2023-2025 PSU Performance Results

    | Metric | Peer Group Performance (Target) | Company Performance (Actual) | Vesting as % of Target | | Relative ROTCE | 13.6% | 17.6% | 129.0% | | Relative TSR | 39.3% | 17.3% | 84.0% | | Name | Resulting PSUs Vested - Relative ROTCE | Resulting PSUs Vested - Relative TSR | Total PSUs Vested | | Clint E. Stein | 28,927 | 18,836 | 47,763 | | Ivan A. Seda(1) | — | — | — | | Christopher M. Merrywell | 12,576 | 8,189 | 20,765 | | Torran B. Nixon | 13,844 | 9,015 | 22,859 | | Andrew H. Ognall | 4,510 | 2,937 | 7,447 | | Ron L. Farnsworth | 12,082 | 7,867 | 19,949 | | Cort L. O’Haver | 35,240 | 22,947 | 58,187 |

  68. 2023-2025 PSU Performance Results

    (1)Mr. Seda assumed the Chief Financial Officer role on December 31, 2025 and did not participate in PSUs granted in 2023. 49 Table of Contents

  69. Equity Compensation Practices

    Equity Compensation Practices In general, we issue long-term equity incentives to our NEOs at the following times: ▪Upon initial employment with the Company ▪In the first quarter of each year, in connection with establishing the long-term incentive compensation component of their compensation ▪In connection with a significant advancement or promotion or other significant change in compensation arrangements

  70. Severance and Change-in-Control Arrangements

    Severance and Change-in-Control Arrangements We provide severance and change-in-control benefits to executives that are payable in circumstances the Compensation Committee believes are appropriate and market-competitive. The occurrence or potential occurrence of a change-in-control transaction can create uncertainty regarding the continued employment of our executive officers. These transactions often result in significant organizational changes, particularly at the senior executive level. We believe that change-in-control benefits eliminate or at least reduce any reluctance of executive officers to actively pursue potential change-in-control transactions that may be in the best interest of shareholders and are competitive in the industry. Change-in-control benefits are “double-trigger,” meaning they are payable only if the executive experiences a qualifying termination of employment in connection with a change in control of the Company. A more detailed description regarding payments under these arrangements, including payments to which Mr. O’Haver became entitled upon his termination, is set forth under the “Potential Payments Upon Termination or Change in Control” section. In connection with his transition, in October 2025, we entered into a transition letter with Mr. Farnsworth confirming his right to certain severance benefits, which is also discussed in more detail under the “Potential Payments Upon Termination or Change in Control” section.

  71. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows compensation paid or accrued in the years shown for Columbia’s NEOs. As required by SEC rules, Columbia’s NEOs comprise Columbia’s Chief Executive Officer and President, each individual who served as Columbia’s Chief Financial Officer during 2025, and the three other most highly paid executive officers who were serving as executive officers at the end of 2025, as well as one additional individual for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of 2025.

  72. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | | | | | (1) (2) | (3) | (4) | (5) | | | Clint E. Stein, Chair, Chief Executive Officer and President | 2025 | 1,250,000 | — | 3,748,027 | 2,025,000 | 207,926 | 481,392 | 7,712,345 | | | 2024 | 1,150,000 | — | 3,173,878 | 1,711,200 | 31,524 | 274,326 | 6,340,928 | | | 2023 | 1,150,000 | — | 3,042,229 | 1,269,600 | 218,435 | 663,986 | 6,344,250 | | Ivan A. Seda. Executive Vice President, Chief Financial Officer and Principal Financial Officer | 2025 | 155,596 | — | 790,018 | 138,600 | — | 65,601 | 1,149,815 | | Christopher M. Merrywell, Senior Executive Vice President, Columbia Bank President of Consumer Banking | 2025 | 740,000 | — | 1,033,921 | 925,000 | 32,142 | 509,642 | 3,240,705 | | | 2024 | 715,000 | — | 1,047,157 | 885,170 | 43,503 | 471,575 | 3,162,405 | | | 2023 | 600,000 | — | 1,009,420 | 636,000 | 35,350 | 1,466,223 | 3,746,993 | | Torran B. Nixon, Senior Executive Vice President, Columbia Bank President of Commercial Banking | 2025 | 740,000 | — | 1,033,921 | 925,000 | 53,563 | 700,219 | 3,452,703 | | | 2024 | 715,000 | — | 951,941 | 885,170 | 73,491 | 651,045 | 3,276,647 | | | 2023 | 570,833 | — | — | 726,100 | 59,717 | 1,918,981 | 3,275,631 | | Andrew H. Ognall, Executive Vice President, Chief Risk Officer | 2025 | 492,000 | | 1,490,680 | 383,760 | 25,393 | 558,643 | 2,950,476 | | Ron L. Farnsworth, Former Executive Vice President, Chief Financial Officer and Principal Financial Officer | 2025 | 623,000 | — | 878,804 | 598,080 | — | 723,183 | 2,823,067 | | | 2024 | 605,000 | — | 809,160 | 617,100 | — | 667,655 | 2,698,915 | | | 2023 | 475,000 | — | — | 419,520 | — | 652,031 | 1,546,551 | | Cort L. O’Haver, Former Executive Chair | 2025 | 312,500 | — | 2,584,815 | — | 159,079 | 8,700,998 | 11,757,392 | | | 2024 | 1,250,000 | — | 2,379,928 | 1,250,000 | 221,741 | 183,129 | 5,284,798 | | | 2023 | 1,041,667 | — | 4,015,816 | 1,250,000 | 180,180 | 5,328,807 | 11,816,470 |

  73. 2025 Summary Compensation Table

    54 Table of Contents (1)For 2025, amounts shown for Messrs. Stein, Merrywell, Nixon, Ognall, Farnsworth, and O’Haver include (a) the grant date fair value of RSUs granted on February 25, 2025, that vest one-third each year on February 25, 2026, 2027 and 2028, and (b) the grant date fair value of PSUs granted on February 25, 2025, for the 2025-2027 performance period. At stretch (maximum) performance, the PSUs’ grant date fair value would be $3,447,022 for Mr. Stein, $950,905 for Mr. Merrywell, $950,905 for Mr. Nixon, $301,061 for Mr. Ognall, $808,244 for Mr. Farnsworth, and $2,377,233 for Mr. O’Haver. For 2025, amounts shown for Mr. Seda include the grant date fair value of PSUs granted on October 29, 2025, for the 2025-2027 performance period. At stretch (maximum) performance, the PSUs’ grant date fair value would be $1,185,027 for Mr. Seda. In addition, amounts shown for Mr. Ognall include the grant date fair value of one three‑year RSU cliff‑vesting award granted on February 25, 2025, and another on December 31, 2025, which vest on March 15, 2028 and December 31, 2028, respectively. For 2024, amounts shown for Messrs. Stein, Merrywell, Nixon, Farnsworth, and O’Haver include (a) the grant date fair value of RSUs granted on March 1, 2024, that vest one- third each year on March 1, 2025, 2026 and 2027, and (b) the grant date fair value of PSUs granted on March 1, 2024, for the 2024-2026 performance period. At stretch (maximum) performance, the PSUs’ grant date fair value would be $2,760,440 for Mr. Stein, $910,743 for Mr. Merrywell, $827,918 for Mr. Nixon, $703,731 for Mr. Farnsworth, and $2,069,895 for Mr. O’Haver. For 2023, amounts shown for Messrs. Stein and Merrywell include (a) the grant date fair value of RSUs granted on February 21, 2023, that vest one-third each year on February 15, 2024, 2025 and 2026, and (b) the grant date fair value of PSUs granted on February 21, 2023, for the 2023-2025 performance period (with respect to Messrs. Stein’s and Merrywell’s annual PSU awards) and March 14, 2023 (with respect to the PSU component of Mr. Stein’s synergy integration award). At stretch (maximum) performance, the PSUs’ grant date fair value would be $3,183,356 for Mr. Stein and $914,115 for Mr. Merrywell. For Mr. O’Haver, amount shown is the grant date fair value of RSUs granted on March 1, 2023, with one-third vesting on April 19, 2023 with the successful systems conversion and one third vesting on each of the first and second anniversaries thereof. (2)The grant date fair value of stock awards was determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in footnote 4 to the “2025 Grants of Plan-Based Awards” section and in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s 2025 Annual Report. The grant date fair value of the RSUs granted in 2025 is based on the closing price of Columbia’s common stock on Nasdaq on the grant date of February 25, 2025 ($26.60 per share) and December 31, 2025 ($27.95). The grant date fair value of the PSUs granted in February 2025 is shown at target performance and is based 50% on the closing price of Columbia’s common stock on Nasdaq on the grant date of February 25, 2025 ($26.60 per share), and 50% on a fair value calculation using a Monte Carlo simulation for the February 25, 2025 awards ($29.61 per share). The grant date fair value of the PSUs granted in October 2025 is shown at target performance and is based 50% on the closing price of Columbia’s common stock on Nasdaq on the grant date of October 29, 2025 ($26.35 per share), and 50% on a fair value calculation using a Monte Carlo simulation for the October 29, 2025 awards ($29.16 per share). (3)The amounts in this column reflect the annual incentive awards earned under the 2025 Annual Incentive Plan. (4)For Mr. Stein, includes the change in actuarial present value of the accumulated projected benefit under the SERP, which is a non-cash amount that can vary significantly from year-to-year based upon assumptions underlying the actuarial calculations. Assumptions such as discount rate and retirement age are reviewed annually by the Company and are intended to be individually appropriate. The SERP is discussed in further detail under the “Legacy Supplemental Executive Retirement Plan” section. For 2025, amounts shown include for Mr. Stein $183,615 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is fully vested, and $24,311 of above-market earnings on his deferred compensation accounts under the 2005 DCP and the 2016 DCP (individually and collectively, “DCA”); and for Messrs. Merrywell, Nixon, Ognall, and O’Haver, $32,142, $53,563, $25,393, and $159,079, respectively, of above-market earnings on DCA or other deferred compensation accounts. For 2024, amounts shown include for Mr. Stein $0 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein was not fully vested, and $31,524 of above-market earnings on his DCA; and for Messrs. Merrywell, Nixon, and O’Haver, $43,503, $73,491, and $221,741, respectively, of above-market earnings on DCA or other deferred compensation accounts. For 2023, amounts shown include for Mr. Stein $192,940 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein was not vested, and $25,495 of above-market earnings on his DCA; and for Messrs. Merrywell, Nixon, and O’Haver, $35,350, $59,717, and $180,180, respectively, of above-market earnings on DCA or other deferred compensation accounts. (5)The aggregate amount of perquisites and other personal benefits for the NEOs did not exceed $10,000 unless specifically noted in the footnotes that follow. For 2025, amount shown for Mr. Stein includes $14,000 in 401(k) Plan matching contributions; $15,213 in split dollar life insurance reportable income; $1,436 in split dollar life insurance premiums; $10,142 in split dollar bonus earnings; $392,609 in accrued dividends on unvested RSUs and PSUs; and $14,692 in tax gross-ups to cover taxes incurred for spousal accompanied travel aboard the corporate aircraft. Perquisites and other personal benefits for Mr. Stein consist of $21,781 for personal usage of the Company aircraft, $10,732 for personal home security, and $787 for other personal benefits. Based on a third-party conducted assessment of risk, the Board determined to provide personal home security for Mr. Stein due to his high-profile position and the Company’s security protocol requires Mr. Stein to use Company aircraft for all business travel whenever possible for efficiency, health, and safety. Because of his importance to the Company and the level of security risk inherent in his position, Mr. Stein is encouraged to use the Company aircraft for personal travel. Unit Plans are described in further detail under the “Potential Payments Upon Termination or Change in Control” section. For 2025, amount shown for Mr. Seda includes $5,354 in 401(k) Plan matching contributions; and $10,247 in accrued dividends on unvested PSUs. For 2025, amount shown for Mr. Merrywell includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with the Company dated March 1, 2023 (the “Merrywell Letter Agreement”), which equals $330,000 and was paid on April 18, 2025; $14,000 in 401(k) Plan matching contributions; $2,908 in split dollar life insurance reportable income; $3,904 in split dollar life insurance premiums; $1,939 in split dollar bonus earnings; $113,740 in accrued dividends on unvested PSUs; $38,250 in Company contributions to his two Unit Plans; and $4,901 in tax gross-ups to cover taxes incurred for spousal accompanied travel aboard the corporate aircraft.

  74. 2025 Summary Compensation Table

    The Merrywell Letter Agreement is described in further detail under the “Employment and Letter Agreements” section. For 2025, amount shown for Mr. Nixon includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with the Company dated March 1, 2023 (the “Nixon Letter Agreement”), which equals $132,000 and was paid on April 18, 2025; the vested portion of an additional cash payment granted pursuant to the terms of the Nixon Letter Agreement, which equals $430,000 and was paid on March 7, 2025; $14,000 in 401(k) Plan matching contributions; $3,679 in split dollar life insurance reportable income; $3,126 in split dollar life insurance premiums; $2,453 in split dollar bonus earnings; $111,735 in accrued dividends on unvested PSUs; and $3,226 in tax gross-ups to cover taxes incurred for spousal accompanied travel aboard the corporate aircraft. The Nixon Letter Agreement is described in further detail under the “Employment and Letter Agreements” section. For 2025, amount shown for Mr. Ognall includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with the Company dated March 1, 2023 (the “Ognall Letter Agreement”), which equals $132,000 and was paid on April 18, 2025; the vested portion of an additional cash payment granted pursuant to the terms of the Ognall Letter Agreement, which equals $375,000 and was paid on March 7, 2025; $14,000 in 401(k) Plan matching contributions; $1,348 in split dollar life insurance reportable income; $1,842 in split dollar life insurance premiums; and $34,453 in accrued dividends on unvested PSUs. For 2025, amount shown for Mr. Farnsworth includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with the Company dated March 1, 2023 (the “Farnsworth Letter Agreement”), which equals $594,000 and was paid on April 18, 2025; $14,000 in 401(k) Plan matching contributions; $1,921 in split dollar life insurance reportable income; $1,939 in split dollar life insurance premiums; $1,192 in split dollar bonus earnings; $95,676 in accrued dividends on unvested PSUs; $208 in tax gross-ups to cover taxes incurred for spousal accompanied travel aboard the corporate aircraft; and $14,247 of personal benefits associated with perquisites provided to NEOs. The Farnsworth Letter Agreement is described in further detail under the “Employment and Letter Agreements” section. (6)For 2025, amount shown for Mr. O’Haver includes $14,000 in 401(k) Plan matching contributions; $280,748 in accrued dividends on unvested PSUs; and $8,406,250 in severance benefits payable in connection with his termination of employment effective March 31, 2025. 55 Table of Contents

  75. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  76. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Clint E. Stein | | 1/28/2025 | — | 1,500,000 | 3,000,000 | | | | | | | | 2/25/2025 | 1/28/2025 | | | | 40,883 | 81,766 | 122,649 | | 2,298,034(4) | | | 2/25/2025 | 1/28/2025 | | | | | | | 54,511(3) | 1,449,993(3) | | Ivan A. Seda | | | — | 115,500 | 231,000 | | | | | | | | 10/29/2025 | 10/29/2025 | | | | 14,232 | 28,464 | 42,696 | | 790,018(4) | | Christopher M. Merrywell | | 1/28/2025 | — | 740,000 | 1,480,000 | | | | | | | | 2/25/2025 | 1/28/2025 | | | | 11,278 | 22,556 | 33,834 | | 633,937(4) | | | 2/25/2025 | 1/28/2025 | | | | | | | 15,037(3) | 399,984(3) | | Torran B. Nixon | | 1/28/2025 | — | 740,000 | 1,480,000 | | | | | | | | 2/25/2025 | 1/28/2025 | | | | 11,278 | 22,556 | 33,834 | | 633,937(4) | | | 2/25/2025 | 1/28/2025 | | | | | | | 15,037(3) | 399,984(3) | | Andrew H. Ognall | | 1/28/2025 | — | 295,200 | 590,400 | | | | | | | | 2/25/2025 | 1/28/2025 | | | | 3,571 | 7,142 | 10,713 | | 200,726(4) | | | 2/25/2025 | 1/28/2025 | | | | | | | 7,142(3) | 189,977(3) | | | 2/25/2025 | 1/28/2025 | | | | | | | 18,796(3) | 499,974(3) | | | 12/31/2025 | 12/31/2025 | | | | | | | 21,467(3) | 600,003(3) | | Ron L. Farnsworth | | 1/28/2025 | — | 529,550 | 1,059,100 | | | | | | | | 2/25/2025 | 1/28/2025 | | | | 9,586 | 19,172 | 28,758 | | 538,829(4) | | | 2/25/2025 | 1/28/2025 | | | | | | | 12,781(3) | 339,975(3) | | Cort L. O’Haver | | 1/28/2025 | — | 1,250,000 | 2,500,000 | | | | | | | | 2/25/2025 | 1/28/2025 | | | | 28,195 | 56,390 | 122,649 | | 1,584,841(4) | | | 2/25/2025 | 1/28/2025 | | | | | | | 37,593(3) | 999,974(3) |

  77. 2025 Grants of Plan-Based Awards

    (1)Represents the possible range of cash incentive payouts under the 2025 Annual Incentive Plan. Actual amounts earned, as determined by the Compensation Committee in the first quarter of 2026, are reflected in the “2025 Summary Compensation Table” section under Non-Equity Incentive Plan Compensation. See the “Annual Incentive Plan” section. (2)Represents the possible range of PSUs granted under the 2024 Equity Plan. Actual amounts of PSUs earned will be based on achieving relative ROTCE and TSR compared to the peer group as determined by the Compensation Committee, in each case over the 2025–2027 performance period. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Company common stock covered by the PSUs between the grant date and the settlement date will not be paid until the PSUs vest and are settled. See the “Equity Awards” section. (3)Represents the number of RSUs granted to Messrs. Stein, Merrywell, Nixon, Ognall, Farnsworth, and O’Haver on February 25, 2025 that vest one-third each year on March 13, 2026, March 15, 2027, and March 15, 2028. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Company common stock covered by the RSUs between the grant date and the settlement date will not be paid until the RSUs vest and are settled. Mr. Ognall also received two three-year cliff RSU awards granted on February 25, 2025 and December 31, 2025, which vest on March 15, 2028 and December 31, 2028, respectively, and include dividend equivalents subject to the same terms. Amounts shown represent the grant date fair value of RSUs, determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s 2025 Annual Report. Grant date fair value of RSUs is based on the closing price of Columbia’s common stock on Nasdaq of $26.60 per share on February 25, 2025, and $27.95 per share on December 31, 2025. (4)Amounts shown represent the grant date fair value of PSUs, determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s 2025 Annual Report. Grant date fair value of the PSUs is shown at target performance and is based 50% on the closing price of Columbia’s common stock on Nasdaq on the grant date and 50% on a fair value calculation using a Monte Carlo simulation. For PSUs granted on February 25, 2025, the Monte Carlo derived fair value was $29.61 per share, and for PSUs granted on October 29, 2025, the Monte Carlo derived fair value was $29.16 per share.

  78. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025

  79. Outstanding Equity Awards at Fiscal Year-End 2025

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | (1) | (2) | (3) | (2) (3) | | Clint E. Stein | 114,228 | 3,192,673 | 272,645 | 7,620,428 | | Ivan A. Seda | — | — | 28,464 | 795,569 | | Christopher M. Merrywell | 35,784 | 1,000,163 | 78,986 | 2,207,659 | | Torran B. Nixon | 34,728 | 970,648 | 77,594 | 2,168,752 | | Andrew H. Ognall | 56,263 | 1,572,551 | 23,926 | 668,732 | | Ron L. Farnsworth | 29,627 | 828,075 | 66,442 | 1,857,054 | | Cort L. O’Haver | — | — | 194,964 | 5,449,244 |

  80. Outstanding Equity Awards at Fiscal Year-End 2025

    (1)For Mr. Stein, represents 9,966 RSUs granted on February 21, 2023, that vested on February 13, 2026; 49,751 RSUs granted on March 1, 2024, that vested 50% on March 1, 2026 and will vest 50% on March 1, 2027; and 54,511 RSUs granted on February 25, 2025, that vested one-third on March 13, 2026 and will vest one-third on each of March 15, 2027 and March 15, 2028. For Mr. Merrywell, represents 4,333 RSUs granted on February 21, 2023, that vested on February 13, 2026; 16,414 RSUs granted on March 1, 2024, that vested 50% on March 1, 2026 and will vest 50% on March 1, 2027; and 15,037 RSUs granted on February 25, 2025, that vested one-third on March 13, 2026 and will vest one-third on each of March 15, 2027 and March 15, 2028. For Mr. Nixon, represents 4,769 RSUs granted on February 21, 2023, that vested on February 13, 2026; 14,922 RSUs granted on March 1, 2024, that vested 50% on March 1, 2026 and will vest 50% on March 1, 2027; and 15,037 RSUs granted on February 25, 2025, that vested one-third on March 13, 2026 and will vest one-third on each of March 15, 2027 and March 15, 2028. For Mr. Ognall, represents 2,330 RSUs granted on February 21, 2023, that vested on February 13, 2026; 6,528 RSUs granted on March 1, 2024, that vested 50% on March 1, 2026 and will vest 50% on March 1, 2027; 7,142 RSUs granted on February 25, 2025, that vested one-third on March 13, 2026 and will vest one-third on each of March 15, 2027 and March 15, 2028; 18,796 RSUs granted on February 25, 2025, that will vest on March 15, 2028; and 21,467 RSUs granted on December 31, 2025, that will vest on December 31, 2028. For Mr. Farnsworth, represents 4,162 RSUs granted on February 21, 2023, that vested on February 13, 2026; 12,684 RSUs granted on March 1, 2024, that vested 50% on March 1, 2026 and will vest 50% on March 1, 2027; and 12,781 RSUs granted on February 25, 2025, that vested one-third on March 13, 2026 and will vest one-third on each of March 15, 2027 and March 15, 2028. As of December 31, 2025, neither Mr. O’Haver nor Mr. Seda had any outstanding unvested shares or units of stock. (2)Amounts shown are calculated using the closing price of Columbia’s common stock on Nasdaq on December 31, 2025 ($27.95 per share). (3)The amounts shown represent the target number of PSUs that can be earned during the three-year performance period. Actual amounts vested and earned, if any, depend on actual performance against the performance measures for the 2023–2025, 2024–2026 and 2025-2027 performance periods that end December 31, 2025, December 31, 2026, and December 31, 2027, respectively. For Mr. Stein, represents 44,848 PSUs granted on February 21, 2023; 34,091 synergy PSUs granted on March 14, 2023; 111,940 PSUs granted on March 1, 2024; and 81,766 PSUs granted on February 25, 2025. For Mr. Seda, represents 28,464 PSUs granted on October 29, 2025. For Mr. Merrywell, represents 19,498 PSUs granted on February 21, 2023; 36,932 PSUs granted on March 1, 2024; and 22,556 PSUs granted on February 25, 2025. For Mr. Nixon, represents 21,464 PSUs granted on February 21, 2023; 33,574 PSUs granted on March 1, 2024; and 22,556 PSUs granted on February 25, 2025. For Mr. Ognall, represents 6,992 PSUs granted on February 21, 2023; 9,792 PSUs granted on March 1, 2024; and 7,142 PSUs granted on February 25, 2025. For Mr. Farnsworth, represents 18,732 PSUs granted on February 21, 2023; 28,538 PSUs granted on March 1, 2024; and 19,172 PSUs granted on February 25, 2025. For Mr. O’Haver, represents 54,636 PSUs granted on February 21, 2023; 83,938 PSUs granted on March 1, 2024; and 56,390 PSUs granted on February 25, 2025. In connection with Mr. O’Haver’s termination of employment, the PSUs remain outstanding and eligible to vest based on actual performance. 58 Table of Contents

  81. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  82. 2025 Option Exercises and Stock Vested

    | Name | Stock Awards Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Clint E. Stein | 70,214 | 1,895,405 | | Ivan A. Seda | — | — | | Christopher M. Merrywell | 22,206 | 599,888 | | Torran B. Nixon | 22,464 | 603,706 | | Andrew H. Ognall | 8,851 | 238,172 | | Ron L. Farnsworth | 16,552 | 445,266 | | Cort L. O’Haver | 192,732 | 4,905,081 |

  83. 2025 Option Exercises and Stock Vested

    (1)For Mr. Stein, represents the fair market value of 30,613 shares of RSUs granted in 2022 that vested on January 1, 2025; 4,759 shares of RSUs granted in 2022 that vested on February 15, 2025; 9,966 shares of RSUs granted in 2023 that vested on February 15, 2025; and 24,876 shares of RSUs granted in 2024 that vested on February 28, 2025. For Mr. Merrywell, represents the fair market value of 7,992 shares of RSUs granted in 2022 that vested on January 1, 2025; 1,673 shares of RSUs granted in 2022 that vested on February 15, 2025; 4,333 shares of RSUs granted in 2023 that vested on February 15, 2025; and 8,208 shares of RSUs granted in 2024 that vested on February 28, 2025. For Mr. Nixon, represents the fair market value of 10,233 shares of RSUs granted in 2022 that vested on February 28, 2025; 4,770 shares of RSUs granted in 2023 that vested on February 15, 2025; and 7,461 shares of RSUs granted in 2024 that vested on February 28, 2025. For Mr. Ognall, represents the fair market value of 3,256 shares of RSUs granted in 2022 that vested on February 28, 2025; 2,331 shares of RSUs granted in 2023 that vested on February 15, 2025; and 3,264 shares of RSUs granted in 2024 that vested on February 28, 2025. For Mr. Farnsworth, represents the fair market value of 6,047 shares of RSUs granted in 2022 that vested on February 28, 2025; 4,163 shares of RSUs granted in 2023 that vested on February 15, 2025; and 6,342 shares of RSUs granted in 2024 that vested on February 28, 2025. For Mr. O’Haver, represents the fair market value of 19,535 shares of RSUs granted in 2022 that vested on February 28, 2025; 12,141 shares of RSUs granted in 2023 that vested on February 15, 2025; 18,653 shares of RSUs granted in 2024 that vested on February 28, 2025; 67,504 shares of RSUs granted in 2023 that vested on March 31, 2025; 37,306 shares of RSUs granted in 2024 that vested on March 31, 2025; and 37,593 shares of RSUs granted in 2025 that vested on March 31, 2025. 59 Table of Contents

  84. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  85. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Clint E. Stein | 256,680 | 122,020 | — | 1,309,835 | | Ivan A. Seda | — | — | — | — | | Christopher M. Merrywell | — | 101,851 | — | 1,315,651 | | Torran B. Nixon | — | 305,141 | — | 3,167,462 | | Andrew H. Ognall | 13,000 | 93,807 | — | 1,148,557 | | Ron L. Farnsworth | — | 11,213 | — | 128,534 | | Cort L. O’Haver | — | 512,056 | 2,688,881 | 4,228,679 |

  86. 2025 Nonqualified Deferred Compensation

    (1)Discretionary deferrals from salary or annual incentive compensation. All amounts deferred are included in the Salary or Non-Equity Incentive Plan Compensation disclosures in the “2025 Summary Compensation Table” section. (2)For Messrs. Stein, Merrywell, Nixon, Ognall, Farnsworth, and O’Haver amounts reflect change in market value including dividends paid and interest earned from the UB DCP. For Messrs. Stein, Merrywell, Nixon, Ognall, and O’Haver amounts also include the interest earned on the amounts deferred under one or more of the 2005, 2016, and/ or 2023 DCPs, which accrue interest at the three-month SOFR rate plus 3.84%. The Company annually reviews for appropriateness the calculation of the rate of interest (the “Interest Crediting Rate”) that is applied to a participant’s account in the applicable deferred compensation plan. The Interest Crediting Rate is adjusted quarterly for fluctuations in the three-month term SOFR rate. Plan participants are notified of any adjustments to the Interest Crediting Rate. The plan administrator shall annually review the Interest Crediting Rate. For Interest Crediting Rate purposes as of a given calendar quarter, the SOFR rate will be determined as of the later of (i) the 15th day of the calendar month immediately preceding the first day of the calendar quarter or (ii) if such 15th day is not a Trading Day, then the next following Trading Day. For plan purposes, a “Trading Day” means any day on which Nasdaq is open for trading. The account maintained for each participant shall be adjusted for interest credits on a daily basis. Interest credits shall be treated as a part of the credit balance of the account for all plan purposes. (3)For Mr. Stein, includes amounts previously reported in the applicable Summary Compensation Table for 2024 ($76,151) and 2023 ($56,295). For Mr. Merrywell, includes amounts previously reported in the Summary Compensation Table for 2024 ($103,855) and 2023 ($1,030,000). For Mr. Nixon, includes amounts previously reported in the Summary Compensation Table for 2024 ($175,444) and 2023 ($1,740,000). For Mr. O’Haver, includes amounts previously reported in the Summary Compensation Table for 2024 ($529,357) 2023 ($5,250,000).

  87. 2025 Pension Benefits

    2025 Pension Benefits

  88. 2025 Pension Benefits

    | Name | Plane Name(1) | Number of Years Credited Services (#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Clint E. Stein | SERP | 20 | 1,426,689 | — |

  89. 2025 Pension Benefits

    (1)Under the terms of the SERP, executives must, in addition to other conditions, be fully vested to receive benefits. Full vesting is based on a 20-year schedule. Mr. Stein will first become eligible to receive vested benefits upon a voluntary termination at age 55. NEOs must have at least ten years of service with the Company and have reached age 55 in order to receive benefits upon a voluntary termination that occurs prior to reaching the standard retirement age of 65. (2)The estimated maximum annual retirement benefit payable under the SERP for Mr. Stein upon achieving age 65 is $270,000, assuming a single life annuity. Amount presented is calculated using a discount rate of 5.45%. 61 Table of Contents

  90. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following is a discussion regarding the post-employment and termination arrangements in place for the NEOs as of December 31, 2025. The amounts are based on the maximum amounts that could be paid under these arrangements.

  91. Pay Versus Performance Table

    Pay Versus Performance Table The Company believes in the importance of maintaining a strong link between executive pay and company performance. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For a complete description regarding the Company’s compensation program, please see the CD&A. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs, including with respect to RSUs and PSUs. The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other NEOs, each as reported in the “2025 Summary Compensation Table” section and with certain adjustments to reflect Compensation Actually Paid (“CAP”), as defined and computed in accordance with SEC rules. The table also provides information with respect to Company TSR, average TSR for the KRX, net income and the Company’s selected performance measure, operating PPNR. 70 Table of Contents

  92. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | CAP to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average CAP to Non-PEO NEOs(4) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income ($) | Operating PPNR* ($) | | 2025 | 7,712,345 | 8,430,141 | 4,229,130 | 4,386,053 | 99.85 | 149.15 | 550,292 | 1,064,543 | | 2024 | 6,340,928 | 9,698,516 | 3,605,691 | 4,667,476 | 91.30 | 139.30 | 533,675 | 870,663 | | 2023 | 6,344,250 | 6,059,063 | 4,439,837 | 5,321,778 | 84.55 | 115.54 | 348,715 | 909,667 | | 2022 | 4,617,338 | 3,995,926 | 1,294,835 | 1,241,284 | 89.85 | 119.65 | 250,128 | 344,995 | | 2021 | 3,530,394 | 2,582,770 | 1,148,579 | 931,077 | 93.86 | 142.91 | 202,490 | 281,926 |

  93. Pay Versus Performance Table

    (1)Represents total compensation for Mr. Stein as reported in the applicable Summary Compensation Table. (2)The following supplemental table presents a reconciliation of Mr. Stein’s applicable Summary Compensation Table total to the CAP, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by Mr. Stein during the applicable year. (3)Includes the average total compensation for Messrs. Seda, Merrywell, Nixon, Ognall, Farnsworth, and O’Haver in 2025, Messrs. Farnsworth, Merrywell, Nixon, and O’Haver in 2024; Messrs. Farnsworth, O’Haver, Merrywell, Nixon, and Aaron James Deer in 2023; Messrs. Deer, Eric J. Eid, Merrywell, and Andrew L. McDonald in 2022 and 2021. Total compensation for non-PEO NEOs are as reported in the applicable Summary Compensation Table. (4)The following supplemental table presents a reconciliation of the average non-PEO NEO applicable Summary Compensation Table total to the CAP, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by the non-PEO NEOs during the applicable year. (5)The peer group for this purpose is the KRX. *A non-GAAP financial measure. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure.

  94. Pay Versus Performance Table

    | | Clint E. Stein | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total ($) | 7,712,345 | 6,340,928 | 6,344,250 | 4,617,338 | 3,530,394 | | Change in Pension Value in Summary Compensation Table ($) | (207,926) | — | (192,940) | — | (11,895) | | Pension Service Cost and Above-Market Nonqualified Deferred Compensation ($) | 207,926 | 74,372 | 67,004 | 116,334 | 122,839 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year in Summary Compensation Table ($) | (3,748,027) | (3,173,878) | (3,042,229) | (2,068,190) | (1,481,188) | | Fair Value at Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Covered Fiscal Year ($) | 4,436,224 | 5,926,434 | 3,033,973 | 1,443,589 | 729,368 | | Change in Fair Value from Prior Fiscal Year-End to Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($) | 18,688 | 654,021 | (36,891) | (153,015) | (413,518) | | Change in Fair Value as of Vesting Date from Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year ($) | 10,911 | (123,361) | (114,104) | 39,870 | 106,770 | | CAP ($) | 8,430,141 | 9,698,516 | 6,059,063 | 3,995,926 | 2,582,770 |

  95. Pay Versus Performance Table

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  96. Pay Versus Performance Table

    | | Non-PEO NEO Averages | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total ($) | 4,229,130 | 3,605,691 | 4,439,837 | 1,294,835 | 1,148,579 | | Change in Pension Value in Summary Compensation Table ($) | (45,030) | — | 60,815 | — | (41,180) | | Pension Service Cost and Above-Market Nonqualified Deferred Compensation ($) | 45,030 | — | — | 55,668 | 56,288 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year in Summary Compensation Table ($) | (1,302,027) | (1,297,046) | (1,055,436) | (375,805) | (344,728) | | Fair Value at Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Covered Fiscal Year ($) | 1,334,126 | 2,421,912 | 1,721,588 | 278,227 | 185,874 | | Change in Fair Value from Prior Fiscal Year-End to Covered Fiscal Year- End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($) | (7,021) | 269,073 | (84,422) | (32,415) | (110,456) | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year that Vested during Covered Fiscal Year ($) | 158,517 | — | 246,481 | — | — | | Change in Fair Value as of Vesting Date from Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Covered Fiscal Year ($) | (26,672) | (332,154) | (7,085) | 20,774 | 36,700 | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Covered Fiscal Year ($) | — | — | — | — | — | | CAP ($) | 4,386,053 | 4,667,476 | 5,321,778 | 1,241,284 | 931,077 |