DEF 14A of Columbia Sportswear Co, Apr 24, 2026

DEF 14A of Columbia Sportswear Co

Filed Apr 24, 2026 · FY20250001050797-26-000062

Open on EDGAR

  1. Oversight Documents

    | ❖ | Director qualifications | ❖ | Director compensation | | ❖ | Director independence | ❖ | Director orientation and continuing education | | ❖ | Director responsibilities | ❖ | CEO evaluation and management succession | | ❖ | Board committees | ❖ | Annual board and committee performance evaluations | | ❖ | Director access to officers, employees and others | ❖ | Annual review of the Corporate Governance Guidelines |

  2. Certain Relationships and Related Person Transaction

    | DIRECTOR COMPENSATION |

  3. Director Compensation Philosophy

    Director Compensation Philosophy Our director compensation program is intended to enable us to: ❖ attract and retain qualified non-employee directors by providing compensation that is competitive with other companies; and ❖ align directors’ interests with shareholders’ interests by including equity as a significant portion of each non-employee director’s compensation package. In setting director compensation, we consider compensation offered to directors from a peer group, the amount of time that our directors spend providing services to us and the experience, skill and expertise that our directors bring to Columbia. Directors who are employees of Columbia receive no separate compensation for their service as directors. A peer group was approved by the Talent and Compensation Committee in October 2024 and represents a mix of apparel, footwear and retail companies (the “Executive Compensation Peer Group”), set forth in “Compensation Discussion and Analysis—Overview of Executive Compensation Program—Executive Compensation Market Analysis” below. This same Executive Compensation Peer Group was used when Board compensation was reviewed by the Talent and Compensation Committee in April 2025. The Talent and Compensation Committee and the Board determined that no compensation changes would be made for the 2025-2026 Board term.

  4. Non-Employee Director Compensation

    Non-Employee Director Compensation Overview of Compensation. The period of time from the annual meeting of shareholders to the next year’s annual meeting of shareholders represents the annual service term. For 2025, each director who was not a Columbia employee was eligible to receive the following for service during the 2025-2026 Board term:

  5. ❖ An Annual Equity Award

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Stephen E. Babson(3) | 60,000 | 200,091 | 3,500 | 263,591 | | Andy D. Bryant(3) | 120,000 | 200,091 | 3,500 | 323,591 | | John W. Culver(3) | 20,000 | 240,085 | 3,500 | 263,585 | | Charles D. Denson(3) | 30,000 | 240,085 | 3,500 | 273,585 | | Kevin Mansell | 110,000 | 160,036 | 3,500 | 273,536 | | Ronald E. Nelson(3) | 50,000 | 200,091 | 3,500 | 253,591 | | Christiana Smith Shi | 90,000 | 160,036 | 3,500 | 253,536 | | Sabrina L. Simmons | 95,000 | 160,036 | 3,500 | 258,536 | | Malia H. Wasson | 130,000 | 160,036 | 3,500 | 293,536 |

  6. ❖ An Annual Equity Award

    (1)The amounts set forth in the “Stock Awards” column in the table above reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (FASB ASC Topic 718), excluding the effect of any estimated forfeiture rate. These amounts may not correspond to the actual value eventually realized by the director, which depends in part on the market value of our common stock in future periods. Assumptions used in the calculation of these amounts are described in the Notes to Consolidated Financial Statements included in Columbia’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC. The following table sets forth the aggregate number of shares subject to unvested stock awards and the aggregate number of shares subject to option awards held as of December 31, 2025 by each of our directors:

  7. ❖ An Annual Equity Award

    | Name | Stock Awards Outstanding | Option Awards Outstanding | | Stephen E. Babson | 3,322 | 16,491 | | Andy D. Bryant | 3,322 | 9,337 | | John W. Culver | 3,986 | 944 | | Charles D. Denson | 3,986 | — | | Kevin Mansell | 2,657 | 5,595 | | Ronald E. Nelson | 3,322 | 17,052 | | Christiana Smith Shi | 2,657 | — | | Sabrina L. Simmons | 2,657 | 6,852 | | Malia H. Wasson | 2,657 | 8,709 |

  8. ❖ An Annual Equity Award

    (2)The amounts set forth in the “All Other Compensation” column consist of the annual merchandise allowance. (3)Messrs. Babson, Bryant and Nelson each elected to receive RSUs in lieu of $40,000 of their respective annual board service fee for the annual service term beginning June 5, 2025. Mr. Culver and Mr. Denson each elected to receive RSUs in lieu of $80,000 of their respective annual board service fee for the annual service term beginning June 5, 2025. Board Stock Ownership Guidelines. Columbia maintains stock ownership guidelines for non-employee directors. Under the guidelines, non-employee directors are encouraged to hold at a minimum the lesser of Columbia stock valued at five times their annual board service fee, or 5,200 shares. New non-employee directors are expected to attain these ownership levels within five years of their election to the Board. All non-employee directors who have served for at least five years have met the ownership levels specified in the guidelines.

  9. ❖ An Annual Equity Award

    | PROPOSAL 1: ELECTION OF DIRECTORS |

  10. ❖ An Annual Equity Award

    A Board of ten directors will be elected at the Annual Meeting. The directors are elected at each annual meeting to serve until the next annual meeting or until their successors are elected and qualified. Proxies received from shareholders, unless directed otherwise, will be voted FOR ALL of the following nominees: Mss. Christiana Smith Shi, Sabrina L. Simmons and Malia H. Wasson, and Messrs. Timothy P. Boyle, Stephen E. Babson, Andy D. Bryant, John W. Culver, Charles D. Denson, Kevin Mansell, and Ronald E. Nelson. Each nominee is a current director of Columbia. If any of the nominees for director becomes unavailable for election for any reason, the proxy holders will have discretionary authority to vote pursuant to a proxy for a substitute or substitutes. Set forth below are the name, age and occupation of each of the nominees. Specific skills contributing to the nominee’s overall qualifications as a member of the Board are also highlighted. Proxies may not be voted for a greater number of persons than the number of nominees named below.

  11. ❖ An Annual Equity Award

    | Name | Principal Occupation, Other Directorships and Qualification Highlights |

  12. ❖ An Annual Equity Award

    | Timothy P. Boyle | Mr. Boyle (age 76) has served on the Board since 1978 and was appointed Chairman of the Board in January 2020. He joined Columbia in 1971 as General Manager, has served as Chief Executive Officer since 1988, and as President from 1988 to 2015 and again from 2017 to November 2025. Mr. Boyle formerly served on the boards of directors of Northwest Natural Holding Company (NYSE: NWN) and its subsidiary, Northwest Natural Gas Company, as well as Craft Brew Alliance, Inc. He is the father of Joseph P. Boyle. Mr. Boyle has spent his entire career growing Columbia into a global leader in outdoor, active and lifestyle apparel, footwear, accessories, and equipment. His customer relationships, market knowledge and breadth of experience performing nearly every function within Columbia have resulted in a deep understanding of the business issues facing Columbia. |

  13. ❖ An Annual Equity Award

    | Stephen E. Babson | Mr. Babson (age 75) has served on the Board since 2002. He is a Managing Director of Endeavour Capital, a Northwest private equity firm, which he joined in 2002. Prior to joining Endeavour Capital, Mr. Babson was an attorney at Stoel Rives LLP from 1978 to 2002, serving as a partner beginning in 1984 and as chair of the firm from 1999 to 2002. He serves on the boards of several privately held companies, including ATL Technology, LLC, Peninsula Holdco, LLC, and ENTEK Technology Holdings LLC. Mr. Babson brings financial and legal expertise to the Board, and his private equity experience provides Columbia with valuable insights into capital markets, strategic planning, and financial integrity. |

  14. ❖ An Annual Equity Award

    | Andy D. Bryant | Mr. Bryant (age 75) has served on the Board since 2005. He co-chairs the Nominating and Corporate Governance Committee and has served as Lead Independent Director since January 2020. Mr. Bryant served as Chairman of the Board of Intel Corporation from 2012 to 2020. He joined Intel Corporation in 1981 and held several leadership roles, including Vice Chairman of the Board of Directors from 2011 to 2012 and Executive Vice President and Chief Administrative Officer from 2007 to 2012. Mr. Bryant formerly served on the boards of directors of Silver Crest Acquisition Corporation and McKesson Corporation. His years of experience at a large, global public company provide operational, strategic planning and financial expertise to the Board. |

  15. ❖ An Annual Equity Award

    | John W. Culver | Mr. Culver (age 65) has served on the Board since 2021. He chairs the Compensation Committee. Mr. Culver spent 20 years at Starbucks Corporation, most recently serving as Group President, North America and Chief Operating Officer until 2022. He serves on the board of Kimberly-Clark Corporation (NYSE: KMB), where he chairs the Management Development & Compensation Committee. Mr. Culver brings global public company, operational, and strategic planning expertise to the Board. |

  16. ❖ An Annual Equity Award

    | Charles D. Denson | Mr. Denson (age 69) has served on the Board since January 2024. He is Chairman of the Board of Directors of Funko, Inc. (Nasdaq: FNKO), where he has served as a director since its formation in 2017, in addition to serving as a director of FAH, LLC since 2016. Mr. Denson has served as President and Chief Executive Officer of Anini Vista Advisors, an advisory and consulting firm, since 2014. From 1979 to 2014, he held various positions at NIKE, Inc., including President of the NIKE Brand from 2001 to 2014. Mr. Denson brings extensive footwear and apparel market, direct-to-consumer, and wholesale experience to the Board. |

  17. ❖ An Annual Equity Award

    | Kevin Mansell | Mr. Mansell (age 73) has served on the Board since 2019. He co-chairs the Nominating and Corporate Governance Committee. Mr. Mansell spent over 35 years at Kohl's Corporation, most recently serving as Chairman, Chief Executive Officer and President prior to retiring in 2018. He began his retail career in 1975 with the Venture Store Division of May Department Stores, where he held a number of positions in buying and merchandising. He joined Kohl's Corporation in 1982 and served in several management roles, including President from 1999, Chief Executive Officer from 2008, and Chairman of the Board of Directors from 2009 until his retirement in 2018. Mr. Mansell serves as Chairman of the Board and Chair of the Compensation and Talent Management Committee of Fossil Group, Inc. (Nasdaq: FOSL) and formerly served as Chair of the Board of Directors of Chico's FAS, Inc. He brings retail, public company, strategic, and financial expertise to the Board. |

  18. ❖ An Annual Equity Award

    | Ronald E. Nelson | Mr. Nelson (age 83) has served on the Board since 2011. He joined NIKE, Inc. in 1976 and served as Vice President from 1982 to 1997, overseeing a wide variety of operations, including NIKE's early advertising, promotions, and retail operations; global footwear sourcing and financing; and the global apparel division. He also served as President of NIKE's Japanese subsidiary from 1995 to 1997, retiring from NIKE in 1997. Mr. Nelson served as an advisory board member to Columbia in the 1970s. His broad and deep experience within the apparel and footwear industry provides the Board with insights and guidance regarding global supply chain, marketing and growth strategies. |

  19. ❖ An Annual Equity Award

    | Christiana Smith Shi | Ms. Shi (age 66) has served on the Board since 2022. She is Principal at Lovejoy Advisors, LLC, an advisory services firm focused on digitally transforming consumer and retail businesses, which she founded in 2016. Ms. Shi joined NIKE, Inc. in 2010 and most recently served as President, Direct-to-Consumer from 2013 until her retirement in 2016. Prior to NIKE, Ms. Shi spent 24 years at McKinsey & Company in various roles, including Director and Senior Partner from 2000 to 2010. Ms. Shi began her career at Merrill Lynch & Company in 1981. She serves on the board of directors of United Parcel Service, Inc. (NYSE: UPS) and formerly served on the boards of directors of Williams-Sonoma, Inc. until 2019 and Mondelēz International, Inc. until 2023. Ms. Shi brings extensive footwear and apparel industry and direct-to-consumer experience to the Board. |

  20. ❖ An Annual Equity Award

    | Sabrina L. Simmons | Ms. Simmons (age 63) has served on the Board since 2018. In February 2025, she joined Petco Health and Wellness Company, Inc. (Nasdaq: WOOF) as Chief Financial Officer. Previously, Ms. Simmons served as Executive Vice President and Chief Financial Officer of Gap, Inc. from 2008 to 2017, following several other roles at Gap, Inc. beginning in 2003. She serves on the board of directors of Coursera, Inc. (NYSE: COUR), where she chairs the audit committee. Ms. Simmons formerly served on the boards of directors of Petco Health and Wellness Company, Inc., e.l.f. Beauty, Inc. and Williams-Sonoma, Inc. She brings public company, global retail, and financial experience to the Board. |

  21. ❖ An Annual Equity Award

    | Malia H. Wasson | Ms. Wasson (age 67) has served on the Board since 2015. She chairs the Audit Committee, and the Board has designated her as an “audit committee financial expert.” Ms. Wasson worked at U.S. Bank of Oregon for over 25 years, serving as President of U.S. Bank's Oregon and Southwest Washington operations from 2005 to 2015. In addition to her role as President, she led the Oregon Commercial Banking group for U.S. Bank, which provides a wide variety of financial services to middle market companies. She is Chief Executive Officer of Sand Creek Advisors LLC, which provides business consulting to CEOs of public and private companies. Ms. Wasson also serves as Chair of the Board of Directors of Northwest Natural Holding Company (NYSE: NWN) and its subsidiary, Northwest Natural Gas Company, and is a member of the Governance Committee, Audit Committee, and Organization and Executive Compensation Committee of both companies. Her extensive experience in commercial banking, finance, and accounting, as well as local and regional leadership, enables her to provide insight and advice to Columbia on strategic matters, including mergers and acquisitions; consumer and commercial businesses; regulatory, marketing, public, and government policy and relations; media relations; and change management, human capital management, and diversity. |

  22. ❖ An Annual Equity Award

    The Board recommends that shareholders vote FOR ALL the nominees named in this Proxy Statement.

  23. ❖ An Annual Equity Award

    | AUDIT COMMITTEE REPORT |

  24. ❖ An Annual Equity Award

    Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for maintaining appropriate financial reporting controls and procedures designed to reasonably ensure such integrity. As described more fully in its charter, the Audit Committee’s role is to assist the Board in its governance, guidance and oversight regarding the financial information provided by the Company to the public or governmental bodies, the Company’s systems of internal controls and the Company’s auditing, accounting and financial reporting processes in general. A copy of the Audit Committee’s charter, which is reviewed and reassessed by the Audit Committee on an annual basis, is available at https://investor.columbia.com. Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) (United States) and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee oversees the relationship between the Company and its independent registered public accounting firm, including appointment of the independent registered public accounting firm, reviewing and pre-approving the scope of services and related fees to be paid to the independent registered public accounting firm and assessing the independent registered public accounting firm’s independence. The Audit Committee regularly meets with management and the Company’s independent registered public accounting firm to discuss, among other things, the preparation of the financial statements, including key accounting and reporting issues. The Audit Committee has: •reviewed and discussed with management and Deloitte the audited financial statements and audit of internal control over financial reporting; •discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; •received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with Deloitte the independent registered public accounting firm’s independence from the Company and its management; and •reviewed and approved the fees paid to Deloitte for audit and non-audit services and discussed whether Deloitte’s provision of non-audit services was compatible with maintaining its independence. In considering the nature of the non-audit services provided by Deloitte, the Audit Committee determined that these services are compatible with the provision of independent audit services. Based on the Audit Committee’s review and the meetings, discussions and communications described above, and subject to the limitations of the Audit Committee’s role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2025 be included in the Company’s Annual Report on Form 10-K.

  25. ❖ An Annual Equity Award

    | Members of the Audit Committee: | | Malia H. Wasson—Chair | | Andy D. Bryant | | Charles D. Denson | | Ronald E. Nelson | | Christiana Smith Shi |

  26. ❖ An Annual Equity Award

    | PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  27. ❖ An Annual Equity Award

    The Audit Committee has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year, subject to ratification of the selection by our shareholders at the Annual Meeting.

  28. Compensation Discussion and Analysis

    In this CD&A, the terms “we,” “us,” “our,” “Columbia,” and the “Company” refer to Columbia Sportswear Company and not to the Talent and Compensation Committee. The compensation programs for our named executive officers also generally apply to our other senior officers, who are U.S.-based, and references in this CD&A to executive officers generally include the named executive officers and our other senior officers who are U.S.-based. References to our “named executive officers” throughout this CD&A generally do not include Mr. Potter, who separated from the Company on January 6, 2025 and therefore was not part of the Talent and Compensation Committee’s considerations for 2025 compensation setting. Mr. Potter was eligible to receive compensation in connection with his involuntary termination pursuant to our Change in Control Severance Plan, described below.

  29. Executive Summary

    Executive Summary Business Overview. In 2025, net sales increased 1% to $3,397.4 million from $3,368.6 million in 2024. Operating income decreased 24% to $207.0 million, or 6.1% of net sales, compared to operating income of $270.7 million, or 8.0% of net sales, in 2024. Net income decreased 21% to $177.2 million, or $3.24 per diluted share, compared to net income of $223.3 million, or $3.82 per diluted share, in 2024. Succession Planning. As part of the Company’s ongoing succession planning, the Board of Directors appointed Mr. Joseph P. Boyle and Mr. Bragdon as Co‑Presidents, effective November 12, 2025. In these roles, Mr. Joseph P. Boyle serves as President, Columbia Brand and Mr. Bragdon serves as President of the Company. Mr. Timothy P. Boyle continues in his positions as Chairman of the Board and CEO. 2025 Compensation Overview. Columbia’s executive compensation program aims to reward performance. Our named executive officer compensation in 2025 consisted of (a) base salary, (b) short-term incentive compensation, (c) long-term incentive compensation, and (d) benefits. As a result of the financial performance of the Company in 2025, the Company’s short-term incentive cash plan for executive officers, the Executive Incentive Compensation Plan, paid out to executive officers at 57% of target. Consistent with the 2024 program, the 2025 long‑term equity incentive award mix for our named executive officers, other than Messrs. Timothy P. Boyle and Joseph P. Boyle, was allocated as follows: 20% stock options, 40% time‑based RSUs (“RSUs”), and 40% performance‑based RSUs (“PRSUs”). The PRSU program includes two performance metrics: three‑year relative total shareholder return (“Relative TSR”) (50% weighting) and two‑year cumulative operating income (“COI”) performance (50% weighting). PRSUs earned based on COI two-year performance remain subject to an additional one‑year service‑based vesting requirement, reinforcing alignment with shareholder value creation over a full three‑year period. Consistent with prior years and in recognition of his substantial ownership stake in the Company, Mr. Joseph P. Boyle received 100% of his 2025 long‑term incentive award in the form of stock options. Our CEO also maintains a significant ownership position and, typically has not received equity awards. For 2025, our CEO continued to receive his full long‑term incentive award value through two long‑term incentive cash awards that are based on the same performance metrics and targets, each weighted 50%, as the PRSU program applicable to the other named executive officers (other than Mr. Joseph P. Boyle). PRSUs granted in 2023 for the 2023-2025 performance period vested based on the achievement of three-year earnings before interest and taxes margin (“EBIT Margin”) relative to a peer group, set by the Talent and Compensation Committee in 2023. Upon certification of such achievement by the Talent and Compensation Committee in March 2026, 60% of the target PRSUs awarded to Messrs. Bragdon and Swanson and Ms. Kulok for the 2023-2025 performance period vested, and our CEO similarly received 60% of the target long-term incentive cash award granted to him for the 2023-2025 performance period. Consistent with his receiving long-term incentives in stock options rather than PRSUs, Mr. Joseph P. Boyle did not receive a grant of PRSUs in 2023. In 2024, the Talent and Compensation Committee approved grants of PRSUs tied to cumulative operating income (“COI”) for the two‑year performance period spanning 2024–2025. In addition to the performance requirement, the awards included a one‑year service‑based vesting condition covering 2026, with final vesting of earned PRSUs occurring on December 31, 2026. Consistent with his long-term incentive structure, which provides awards solely in the form of stock options, Mr. Joseph P. Boyle did not receive a PRSU grant in 2024. In March 2026, following its certification of the Company’s COI results for the 2024–2025 performance period, the Talent and Compensation Committee determined that threshold COI performance had not been achieved. As a result, no PRSUs were earned by Mr. Bragdon, Mr. Swanson, or Ms. Kulok for the performance period. Our CEO likewise did not earn a payout under the long‑term incentive cash award linked to the same COI performance metrics. Mr. Potter separated from the Company in January 2025 and forfeited all PRSUs granted to him in 2023 and 2024.

  30. Overview of Executive Compensation Program

    | ❖ | a salary that provides for a minimum level of compensation for an executive officer; | | ❖ | a meaningful performance-based bonus tied to achievement of annual corporate objectives; | | ❖ | long-term incentives that offer significant rewards for achievement of multi-year financial and stock price performance objectives and sustained increases in the market price of our common stock; and | | ❖ | benefits that aim to be competitive with those that are offered by companies similar to ours. |

  31. Overview of Executive Compensation Program

    | Principle | Practice | | Governance | All Talent and Compensation Committee members are independent, non-employee directors. | | Program Design | The Talent and Compensation Committee retains its own independent compensation consultant. | | | Our programs are designed to drive achievement of our strategic objectives, short- and long-term financial performance and growth in shareholder value, while also promoting the attraction and retention of executive talent. | | | Our programs balance financial and shareholder measures. | | | Our programs balance short- and long-term performance and cash and equity compensation. | | | The vesting periods of long-term incentives provide long-term alignment with shareholders. | | | Maximum amounts payable generally are established under performance-based incentive programs. | | | The presence of compensation risk mitigating policies and practices including recoupment policies and executive and non-employee director stock ownership guidelines. | | Program Implementation and Management | Our Talent and Compensation Committee generally establishes financial performance goals at the beginning of a performance period and evaluates achievement against the goals at the end of such performance period. | | | Our Talent and Compensation Committee annually reviews all elements of executive compensation, with the assistance of its independent compensation consultant. | | | Base salaries and annual adjustments for executive officers are generally based on market practices and our financial condition and aim to provide target total compensation that is competitive with other similarly sized companies. | | | Annual cash incentive payouts have varied over time, commensurate with business and individual executive performance. | | | Long-term incentive payouts have varied over time based on both the Company’s financial performance and stock price performance, which align management interests with shareholder interests by tying compensation of certain executive officers in part to long-term absolute and relative shareholder returns. | | | Our executive compensation program processes are established by the Talent and Compensation Committee and are monitored by the Company’s human resources, finance and legal functions. |

  32. Overview of Executive Compensation Program

    | ❖ | base salary; | | ❖ | annual short-term incentive compensation; and | | ❖ | long-term incentive compensation, consisting of equity-based compensation in the form of stock options, time-based RSUs, PRSUs or, for our CEO, long-term performance cash incentives that mirror the performance metrics and targets applicable to PRSUs granted to our named executive officers. |

  33. Overview of Executive Compensation Program

    | Executive Compensation Peer Group | | | | Abercrombie & Fitch Co. | Guess?, Inc. | Ralph Lauren Corporation | | American Eagle Outfitters. Inc. | Gildan Activewear S.R.L. | Skechers U.S.A., Inc. | | Caleres, Inc. | Hanesbrands Inc. | Steven Madden, Ltd. | | Carters, Inc. | Kontoor Brands, Inc. | Under Armour, Inc. | | Crocs, Inc. | Levi Strauss & Co. | Urban Outfitters, Inc. | | Deckers Outdoor Corp. | Oxford Industries, Inc. | Wolverine World Wide, Inc. | | G-III Apparel Group, Ltd. | | |

  34. Overview of Executive Compensation Program

    The purpose of the Executive Compensation Peer Group, which relies on publicly disclosed proxy data, is to approximate the labor market for companies in comparable industries and of comparable size for the CEO and CFO. The Executive Compensation Peer Group is considered an additional reference point for CEO and CFO pay alongside the survey data. Compensation Market Analyses provided by the independent compensation consultant included an estimate of the market 25th percentile, median and 75th percentile positions for base salary, target cash compensation (the sum of base salary and target annual bonus) and target total direct compensation (the sum of target cash compensation and long-term incentive award value) for each of our named executive officers. Although the Talent and Compensation Committee does not target a specific market position, it considers the median, or 50th percentile, of the Compensation Market Analyses as one among many factors in its subjective analysis regarding the competitive, reasonable and appropriate levels of compensation for our named executive officers, and is guided by, and seeks to promote, the best interests of the Company and its shareholders. Other Factors. The Talent and Compensation Committee also considers several factors other than the Compensation Market Analyses when determining appropriate compensation levels for each executive officer, including: •the Talent and Compensation Committee’s analyses of competitive compensation practices; •individual performance in light of Company goals and objectives relevant to executive compensation; •individual leadership, experience, expertise, skills, and knowledge; •internal compensation equity considerations; •continuity of leadership and retention; •labor market conditions in the relevant geography (which affect the compensation required to attract and retain key talent); and •analyses and advice from its independent compensation consultant, including practices and program design at companies in the Executive Compensation Peer Group. The Talent and Compensation Committee’s approach to evaluating these factors is subjective and not formulaic, and the Talent and Compensation Committee may place more or less weight on a particular factor when determining a specific named executive officer’s compensation. The Talent and Compensation Committee may consider, in addition to the factors described above: •the individual’s accumulated vested and unvested equity awards; •the vesting schedule of the individual’s outstanding equity awards, including the likelihood of vesting and at what level (in the case of PRSUs), and, for our CEO, long-term incentive cash awards; •a comparison of individual equity awards between executive officers and in relation to other compensation elements; •potential shareholder dilution resulting from stock awards to employees; •total accounting expense attributable to executive compensation and potential impact on income; •shareholders’ advisory votes on executive compensation; and •past levels of compensation awarded. In determining the target total direct compensation for each named executive officer other than our CEO, the Talent and Compensation Committee considers the specific recommendations of our CEO and the head of our human resources function and other factors it deems relevant. Recommendations to the Talent and Compensation Committee typically include discussion of the role and responsibilities of the executive officer within the Company, the performance of the executive officer, the expected future contributions of the executive officer, and competitive and market considerations. Although our CEO makes recommendations regarding the compensation of the other named executive officers, he does not participate in the discussions concerning his own compensation.

  35. Analysis of 2025 Named Executive Officer Compensation

    | Name(1) | Annual Salary ($) | Target Short-Term Incentive Bonus (as a % of Annual Salary)(2) (%) | Target Cash Compensation(3) ($) | Target Long-Term Incentive Cash Compensation(4) ($) | Target Equity Incentive Compensation(5) ($) | Target Total Direct Compensation(6) ($) | | Timothy P. Boyle | 1,080,000 | 120 | 2,376,000 | 2,625,000 | — | 5,001,000 | | Jim A. Swanson | 723,650 | 85 | 1,338,753 | — | 1,226,118 | 2,564,871 | | Joseph P. Boyle | 699,000 | 85 | 1,293,150 | — | 650,005 | 1,943,155 | | Peter J. Bragdon | 780,000 | 85 | 1,443,000 | — | 1,204,288 | 2,647,288 | | Lisa A. Kulok | 633,450 | 70 | 1,076,865 | — | 657,967 | 1,734,832 |

  36. Analysis of 2025 Named Executive Officer Compensation

    (1)Mr. Potter separated from the Company on January 6, 2025 and is not included in the table. (2)In January 2025, the Talent and Compensation Committee approved merit increases between 2.4% and 2.5% for Messrs. Swanson, Joseph P. Boyle, and Bragdon, and Ms. Kulok. There was no merit increase made to Mr. Timothy P. Boyle’s base salary for 2025. In August 2025, in recognition of the expansion of his Executive Vice President, Columbia Brand President role, Mr. Joseph P. Boyle received a 10% increase in annual base salary. In November 2025, following their appointments as Co‑Presidents, Mr. Bragdon received a 5.8% salary increase in connection with his promotion to President, while Mr. Joseph P. Boyle did not receive an additional salary increase upon his promotion to President, Columbia Brand. Short-term incentive compensation. The Talent and Compensation Committee has established an Executive Incentive Compensation Plan for executive officers that provides for annual incentive cash bonuses to motivate and reward achievement of Company objectives. The following table summarizes the target, threshold and maximum potential 2025 bonus payouts under the Executive Incentive Compensation Plan as approved by the Talent and Compensation Committee in early 2025. No bonus payout occurs below threshold Company performance and linear interpolation applies between threshold and target and target and maximum performance levels.

  37. Analysis of 2025 Named Executive Officer Compensation

    | 2025 Executive Incentive Compensation Plan Potential Bonus Payouts |

  38. Analysis of 2025 Named Executive Officer Compensation

    | Name(1) | Target Bonus Opportunity(2) % | Target Bonus Payout(3) $ | Threshold Company Performance Payout (as a % of Target Bonus Payout $)(4) % | Target Company Performance Payout (as a % of Target Bonus Payout $) % | Maximum Company Performance Payout (as a % of Target Bonus Payout $)(5) % | | Timothy P. Boyle | 120.00 | 1,296,000 | 0 | 100 | 200 | | Jim A. Swanson | 84.10 | 606,276 | 0 | 100 | 200 | | Joseph P. Boyle | 76.16 | 500,634 | 0 | 100 | 200 | | Peter J. Bragdon | 84.70 | 626,176 | 0 | 100 | 200 | | Lisa A. Kulok | 70.00 | 441,751 | 0 | 100 | 200 |

  39. Analysis of 2025 Named Executive Officer Compensation

    (1)Mr. Potter separated from the Company on January 6, 2025 and is not included in the table. (2)In January 2025, Mr. Swanson’s target bonus opportunity increased from 70% to 85%, and Mr. Bragdon’s increased from 80% to 85%. In August 2025, Mr. Joseph P. Boyle’s target bonus opportunity increased from 70% to 85%. For each of these executives, the target bonus opportunity percentage reflects a prorated target for the year. (3)Target bonus is calculated based on plan year eligible earnings for each named executive officer. (4)Represents the bonus payout as a percentage of target bonus amount upon the achievement of 80% of the corporate performance target, the threshold achievement level that must be exceeded for any bonus payout. (5)Represents the bonus payout as a percentage of target bonus amount upon the achievement of 125% or greater of the corporate performance target, the maximum achievement level. In the compensation review conducted in January 2025, the Talent and Compensation Committee considered market survey data as one among many factors in its subjective analysis regarding the appropriate bonus target for each named executive officer. In January 2025, Mr. Swanson’s target bonus opportunity increased from 70% to 85%, and Mr. Bragdon’s increased from 80% to 85% to address market factors and acknowledge their leadership and growing contributions to the Company’s long‑term success and strategic priorities. In August 2025, Mr. Joseph P. Boyle’s target bonus opportunity increased from 70% to 85% to reflect expanded responsibilities. Mr. Timothy P. Boyle’s and Ms. Kulok’s target bonus opportunities remained unchanged from 2024. Similar to 2024, the executive officer bonus targets were entirely dependent on a corporate performance target. However, for the 2025 bonus program, the Talent and Compensation Committee determined that threshold performance for Company performance would occur at 80% of target performance, equal to a 0% bonus payout, and that maximum performance would occur at 125% of target performance, equal to a 200% bonus payout, adjusted from threshold performance of 70% of target, equal to a 25% bonus payout and from maximum performance of 140% of target, equal to 140% bonus payout in 2024. As a result, if the threshold performance (80% of the corporate performance target) was not met, payout under the plan would be zero. The 0% threshold potential bonus payout was approved by the Talent and Compensation Committee to reduce potential incentive compensation expense relative to forecasted performance. The Talent and Compensation Committee intends to set the corporate performance target level so that it is challenging yet attainable from year to year and tied to driving strong operational performance. The Talent and Compensation Committee generally establishes the target early in the fiscal year based upon current forecasts, business strategies and expectations. At the beginning of 2025, the Talent and Compensation Committee set a corporate performance target under the Executive Incentive Compensation Plan of $330.1 million in operating income before bonus and excluded items, described herein as “AOI.” In 2025, these potential excluded items included business development expenses, operating results and net assets of acquired businesses, restructuring costs, extraordinary discrete and program related costs, impairment charges, the effects of changes in accounting principles or laws, changes in import/export taxes, unbudgeted financial impacts related to force majeure events, and the effects of government sanctions. Certain of these excluded items were subject to additional approval by the Board. The Company’s actual 2025 AOI was $301.6 million, resulting in the achievement of 91.4% of the corporate performance target. Thus, for our named executive officers, achievement against the corporate performance target equaled a 57% payout of target outlined above for 2025. No amounts under the plan are guaranteed. The Talent and Compensation Committee generally may reduce or eliminate the amount payable under the Executive Incentive Compensation Plan to a named executive officer based on factors that it determines warrant such a reduction or elimination. Historically, the Talent and Compensation Committee has not exercised this discretion to any significant degree. Under the plan, the Talent and Compensation Committee has no discretion to increase any amount payable to a named executive officer. Named executive officers must be employed by the Company on December 31 of the plan year to be eligible for the bonus payout or if they meet the Company’s “retirement” definition (55 years of age and 10 years of cumulative service) as described under Potential Payments Upon Termination or Change in Control—Termination Due to Retirement. Actual 2025 Short-Term Incentive Compensation. For 2025, since we achieved 91.4% of the corporate performance target set by the Talent and Compensation Committee, a bonus was earned and payable to each named executive officer between the threshold and target level under the plan. The table below summarizes the actual bonus payouts for 2025 under the Executive Incentive Compensation Plan.

  40. Analysis of 2025 Named Executive Officer Compensation

    | 2025 Actual Short-Term Incentive Compensation |

  41. Analysis of 2025 Named Executive Officer Compensation

    | Name(1) | 2025 Eligible Earnings ($) | 2025 Target Bonus(2) ($) | 2025 Actual Bonus(2) ($) | | Timothy P. Boyle | 1,080,000 | 1,296,000 | 738,720 | | Jim A. Swanson | 720,935 | 606,276 | 345,578 | | Joseph P. Boyle | 657,308 | 500,634 | 285,362 | | Peter J. Bragdon | 739,298 | 626,176 | 356,920 | | Lisa A. Kulok | 631,073 | 441,751 | 251,798 |

  42. Analysis of 2025 Named Executive Officer Compensation

    (1)Mr. Potter separated from the Company on January 6, 2025 and is not included in the table. (2)Bonus is calculated based on plan year eligible earnings for each named executive officer and prorated for bonus target opportunity changes during 2025 for Messrs. Swanson, Joseph P. Boyle and Bragdon. The Talent and Compensation Committee did not award any discretionary short-term incentive bonuses in 2025. Long-term incentive compensation. Equity-based incentives represent a direct link between executive officer compensation and shareholder returns. In light of this, we believe that offering equity incentives to our executive officers that become more valuable if the market price of our common stock increases provides an appropriate additional incentive to the executive officers to work toward this goal. Our equity awards to our named executive officers in 2025, excluding our CEO (who typically does not receive equity awards) took the form of stock options and, in the case of Mr. Bragdon, Ms. Kulok and Mr. Swanson, both PRSUs and time-based RSUs. In lieu of equity awards, our CEO receives long-term incentive awards payable solely in cash that have the same performance period and metrics that apply to the PRSUs. Mr. Joseph P. Boyle’s equity awards in 2025 were solely in the form of stock options due to his level of stock ownership. The Talent and Compensation Committee has established appropriate written policies and practices regarding the timing and pricing of equity awards. We have not timed the disclosure of material non-public information (“MNPI”) for the purpose of affecting the value of executive compensation and the Board and the Talent and Compensation Committee do not take MNPI into account when determining the timing and terms of awards. Similar to 2024, the Talent and Compensation Committee approved the dollar value of executive officer (including named executive officers) stock options and time-based RSUs at the January 2025 Talent and Compensation Committee meeting, such grants to be effective on February 28, 2025, the last trading day in February, to align with the grant date for non-executive employees. In 2025, we filed our Annual Report on Form 10-K on February 27, 2025, one day prior to the prescribed grant date. The following table discloses each grant of stock options awarded to a named executive officer during the 2025 fiscal year within four business days before or one business day after the filing or furnishing of a Form 10‑Q or Form 10‑K or Form 8‑K that may contain MNPI (including earnings information).

  43. Analysis of 2025 Named Executive Officer Compensation

    (1)The Company filed Form 10‑K containing MNPI on February 27, 2025. T‑1 reflects the closing price on the trading day immediately prior to filing of the 10‑K containing MNPI. T+1 reflects the closing price on the trading day immediately after such disclosure. The Market Price Change represents the percentage change from (T-1) to (T+1). Awards of performance-based RSUs and long-term incentive cash were granted at the March Talent and Compensation Committee meeting. The Talent and Compensation Committee chooses types of awards and establishes relative weights to provide an effective incentive for our executive officers. The Talent and Compensation Committee also periodically reviews outstanding awards in order to monitor the effectiveness of such awards. From time to time, the Talent and Compensation Committee may consider special awards of equity outside of the pre-established mix outlined below. Similar to 2024, in 2025, the Talent and Compensation Committee established the following mix of forms of annual equity awards for our named executive officers, other than our CEO and Mr. Joseph P. Boyle:

  44. Analysis of 2025 Named Executive Officer Compensation

    | | 2025 Targeted % of Equity Value | | | Stock Options | | 20% | | Time-Based RSUs | | 40% | | Performance-Based RSUs | | 40% | | Total | | 100% |

  45. Analysis of 2025 Named Executive Officer Compensation

    In 2025, continuing to align pay with performance, the Talent and Compensation Committee allocated 40% of targeted equity value to PRSUs, with the remainder of equity compensation delivered in the form of stock options (20%) and time-based RSUs (40%) for our named executive officers, other than our CEO and Mr. Joseph P. Boyle. The award mix is intended to keep a majority of the targeted equity value performance-based (60%), with the emphasis on PRSUs to specifically incentivize and reward profitability and relative share performance. Stock options and RSUs vest 25% per year over four years, except that if an executive officer is retirement-eligible at grant, the awards vest 12.5% every six months over four years. To be retirement eligible, an executive officer must be at least 55 years old and have 10 years of cumulative service. Vesting of PRSUs granted in 2025 is subject to the executive officer’s continued employment through December 31 of year three, with limited exceptions described below in the section “Potential Payments Upon Termination or Change in Control.” Stock options offer the possibility of substantial gains if our stock price appreciates significantly, but no value if our stock price drops below the exercise prices of the options, thus providing a strong linkage with shareholders. Stock options granted under our equity compensation plan have exercise prices not less than 100% of the closing market price of our common stock on the date of the option grant and have a ten-year term. RSUs (both time-based and performance-based) reward increases in the market price of our common stock and also subject the executive officers to downside risk similar to that experienced by shareholders, tying the interests of executive officers to our shareholders’ interests. In addition, RSUs can provide value even if our stock price does not increase and therefore are a meaningful source of retention for executives. The Company does not pay dividend equivalents on RSUs prior to vest, instead the number of RSUs granted to each eligible named executive officer was determined by dividing the allocated grant value by the stock price on the grant date (discounted by the present value of dividends over the vesting period). In 2025, Mr. Bragdon received an additional one-time $100,000 RSU award for his contributions to the Company and for retention. Similar to 2024, the Talent and Compensation Committee approved the performance metrics for the PRSUs granted in 2025 such that 50% of the PRSUs granted in 2025 were tied to COI of the Company and the remaining 50% of PRSUs granted were tied to Relative TSR. The performance period for PRSUs based on COI is two years, plus one additional year of service. COI provides a clear link to value creation. PRSUs tied to COI have a threshold payout of 50% of target and maximum payout of 200% of target. The PRSUs granted tied to Relative TSR have a three-year performance period. The Talent and Compensation Committee determined that a PRSU tied to Relative TSR would reward executives for performance relative to the market, are closely aligned with the shareholder experience and reduce the reliance on long-term corporate forecasting. The Relative TSR metric is based on the change in stock price plus dividends over the performance period, making it a transparent and clear measure of management performance as it neutralizes for industry and broader macroeconomic uncertainty. The Company does not pay dividend equivalents on PRSUs prior to vest, instead the target number of PRSUs tied to Relative TSR granted to each eligible named executive officer was determined by dividing the allocated grant value by the stock price on the grant date (discounted by the present value of dividends over the vesting period), similar to the PRSUs tied to COI performance. The Relative TSR multiplier is calculated as follows (linear interpolation applies between performance levels, with no payout for performance below threshold level):

  46. Analysis of 2025 Named Executive Officer Compensation

    | 3-Year Relative TSR Performance | | | | | | | Threshold | Target | Stretch | Maximum | | Performance vs. Comparator Group | 25th | 50th | 75th | ≥90th | | PRSUs Earned as % of Target | 25% | 100% | 150% | 200% |

  47. Analysis of 2025 Named Executive Officer Compensation

    | Relative TSR Comparator Group | | | | | | Allbirds, Inc. | Ermenegildo Zegna N.V. | Kontoor Brands, Inc. | PVH CORP. | Tapestry, Inc. | | Capri Holdings Limited | FIGS, Inc. | Levi Strauss & Co. | Ralph Lauren Corporation | Under Armour, Inc. | | Carter’s, Inc. | Fossil Group, Inc. | Movado Group, Inc. | Rocky Brands, Inc. | V.F. Corporation | | Crocs, Inc. | G-III Apparel Group, Ltd. | NIKE, Inc. | Skechers U.S.A., Inc. | Vera Bradley, Inc. | | Deckers Outdoor Corporation | Hanesbrands Inc. | Oxford Industries, Inc. | Steven Madden, Ltd. | Wolverine World Wide, Inc. |

  48. Analysis of 2025 Named Executive Officer Compensation

    | 50% Weighting | | | 50% Weighting | | | | 2023-2025 Cumulative Operating Income (000s) | Goal as a % of Plan | Payout as a % of Target | 2023-2025 Average Return on Invested Capital | Goal as a % of Plan | Payout as a % of Target | | <$1,172,401 | <80% | 0% | <14.2% | <80% | 0% | | $1,172,401 | 80% | 50% | 14.2% | 80% | 50% | | $1,318,951 | 90% | 75% | 16.0% | 90% | 75% | | $1,465,501 | 100% | 100% | 17.8% | 100% | 100% | | $1,538,776 | 105% | 125% | 18.7% | 105% | 125% | | $1,612,051 | 110% | 150% | 19.6% | 110% | 150% | | $1,685,326 | 115% | 175% | 20.5% | 115% | 175% | | ≥$1,758,601 | ≥120% | 200% | ≥21.4% | ≥120% | 200% |

  49. Analysis of 2025 Named Executive Officer Compensation

    For the 2023 through 2025 performance period, the Company achieved $880.8 million of COI and an average ROIC of 11.98%. COI, for purposes of assessing achievement of the performance target, excludes certain specified extraordinary items as described for AOI, but differs from the AOI in that it includes bonus expense. COI and average ROIC threshold performance levels were not attained. Where the performance under the primary metrics is not achieved at threshold performance levels, the earned amount for each of the PRSUs and the long-term cash award becomes determined entirely based on relative EBIT Margin. This, resulted in vesting of 60% of target awards. Performance-based RSUs for 2024-2025 Company Performance. In 2024, the Talent and Compensation Committee approved grants of PRSUs tied to COI for the two‑year performance period spanning 2024–2025. In addition to the performance requirement, the awards included a one‑year service‑based vesting condition covering 2026, with vesting on December 31, 2026. Metrics

  50. Analysis of 2025 Named Executive Officer Compensation

    | 2024-2025 Cumulative Operating Income (000s) | Goal as a % of Plan | Payout as a % of Target | | <$570,552 | <80% | 0% | | $570,552 | 80% | 50% | | $641,871 | 90% | 75% | | $713,190 | 100% | 100% | | $748,850 | 105% | 125% | | $784,509 | 110% | 150% | | $820,169 | 115% | 175% | | ≥$855,828 | ≥120% | 200% |

  51. Analysis of 2025 Named Executive Officer Compensation

    For the 2024 through 2025 performance period, the Company achieved $543 million of COI. COI, for purposes of assessing achievement of the performance target, excludes certain specified extraordinary items as described for AOI, but differs from the AOI in that it includes bonus expense. In March 2026, following its certification of the Company’s COI results for the 2024–2025 performance period, the Talent and Compensation Committee determined that threshold COI performance had not been achieved. As a result, no PRSUs linked to COI were earned by Mr. Bragdon, Mr. Swanson, or Ms. Kulok. Our CEO likewise did not earn a payout under the long‑term incentive cash award linked to the same COI performance metrics, therefore the additional one-year vesting period did not apply. The PRSUs and long-term incentive cash award linked to Relative TSR for the performance period 2024-2026 remain outstanding. Mr. Potter separated from the Company in January 2025 and forfeited all PRSUs granted to him in 2024. Consistent with his long‑term incentive structure, which provides awards solely in the form of stock options, Mr. Joseph P. Boyle did not receive a PRSU grant in 2024. Benefits. We provide our named executive officers with competitive benefits, and we generally do not provide perquisites, tax reimbursements or other benefits to the named executive officers that are not available to other employees. In addition to our 401(k) Plan and 401(k) Excess Retirement Plan described below, in 2025, our named executive officers were offered other benefits that were substantially the same as those offered to all of our U.S. employees. These benefits included medical, dental and vision insurance. We also provide an enhanced long-term disability benefit to our named executive officers, other than our CEO. This benefit is designed to provide additional income protection to our named executive officers in the event of catastrophic illness or disability. Change in control severance plan. Specified key employees, including our named executive officers, are eligible to participate in a change in control severance plan that offers income protection and certain other benefits, based on level of position, in the event that the participant’s employment with us is involuntarily terminated other than for cause. The plan also helps to secure for the benefit of Columbia the services of the eligible employees, including the named executive officers, in the event of a potential or actual change in control. Our CEO is not eligible to participate in the plan. The Talent and Compensation Committee believes these types of arrangements are common for companies against which we compete for talented key personnel and are beneficial for management recruitment purposes. For a description of the benefits to which the participating named executive officers would be entitled under the plan, see “Potential Payments Upon Termination or Change in Control.” Pursuant to the change in control severance plan, in January 2025, Mr. Potter received a lump sum payment of $1,575,900 and the Company is required to provide to him up to 18 months of paid health insurance benefit premiums, as determined by the cost ratio policy for the Company’s employees. For 2025, the required premiums for Mr. Potter were paid by the Company on a monthly basis directly to the providers, totaling an aggregate of $20,727. Clawback Policies. In 2017, our Board adopted an executive incentive recovery (or clawback) policy pursuant to which our executive officers may be required to return incentive awards paid, settled, granted, or that first vest after December 31, 2017. The Company’s recoupment right under this policy applies if the Company is required to file a financial restatement under which payment of an incentive award would have been lower if based on the restated financial statements and the executive officer engaged in fraud or misconduct that contributed to the need for the restatement or the executive officer was aware of fraud or misconduct and failed to act. This policy remains in place for certain executive levels and, for our named executive officers, for any compensation received before October 2, 2023 or that is not otherwise subject to recoupment under our 2023 Incentive Compensation Recovery Policy. In 2023, our Board adopted an additional 2023 Incentive Compensation Recovery Policy that is intended to be compliant with Nasdaq Listing Rule 5608 (the “Listing Standards”). This policy is only applicable to executive officers as defined in Rule 10D-1 of the Securities Exchange Act of 1934 and the Listing Standards for any compensation received on or after October 2, 2023. Under the 2023 Incentive Compensation Recovery Policy, in the event the Company is required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under the U.S. federal securities laws, it is the Company’s policy to recover erroneously awarded incentive-based compensation received by its executive officers covered by the policy. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.

  52. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  53. 2025 Summary Compensation Table

    | Name and Principal Position Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total | | Timothy P. Boyle, Chairman and CEO | | | | | | | | | 2025 | $1,080,000 | $— | $— | $— | $1,938,720 | $17,500 | $3,036,220 | | 2024 | $1,080,000 | $— | $— | $— | $1,756,488 | $17,250 | $2,853,738 | | 2023 | $1,073,600 | $— | $— | $— | $533,364 | $16,500 | $1,623,464 | | Jim A. Swanson, Executive Vice President and CFO | | | | | | | | | 2025 | $720,934 | $— | $1,001,099 | $225,019 | $345,578 | $56,418 | $2,349,048 | | 2024 | $693,539 | $— | $874,997 | $210,007 | $292,743 | $50,422 | $2,121,708 | | 2023 | $616,431 | $— | $600,098 | $400,010 | $200,217 | $51,884 | $1,868,640 | | Joseph P. Boyle, President, Columbia Brand | | | | | | | | | 2025 | $657,308 | $— | $— | $650,005 | $285,362 | $50,391 | $1,643,066 | | 2024 | $617,692 | $— | $— | $600,020 | $260,728 | $45,455 | $1,523,895 | | 2023 | $600,462 | $— | $— | $550,005 | $186,623 | $49,365 | $1,386,455 | | Peter J. Bragdon, President | | | | | | | | | 2025 | $739,298 | $— | $1,001,629 | $202,659 | $356,920 | $60,234 | $2,360,740 | | 2024 | $708,808 | $— | $804,168 | $193,019 | $341,929 | $55,086 | $2,103,010 | | 2023 | $646,154 | $— | $605,184 | $320,008 | $239,852 | $56,574 | $1,867,772 | | Lisa A. Kulok, Executive Vice President, Chief Operating Officer | | | | | | | | | 2025 | $631,073 | $— | $537,210 | $120,757 | $251,798 | $52,257 | $1,593,095 | | Steven M. Potter, Former Executive Vice President, Chief Digital Information Officer(5) | | | | | | | | | 2025 | $29,632 | $— | $— | $— | $— | $1,606,676 | $1,636,308 | | 2024 | $697,262 | $— | $616,708 | $148,017 | $294,314 | $52,862 | $1,809,163 | | 2023 | $675,708 | $— | $435,141 | $290,004 | $214,740 | $57,758 | $1,673,351 |

  54. 2025 Summary Compensation Table

    (1)Amounts include employee contributions deferred under our 401(k) Plan and 401(k) Excess Retirement Plan. (2)The amounts set forth in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of equity awards granted, computed in accordance with the requirements of FASB ASC Topic 718, excluding the effect of any estimated forfeitures. These amounts may not correspond to the actual value eventually realized by each named executive officer, which depends on the extent to which service and performance conditions are ultimately met and the market value of our common stock in future periods. The maximum payout amounts for the 2025 PRSUs reported in the “Stock Awards” column above are as follows: Mr. Swanson, $776,164, Mr. Bragdon, $699,023, and Ms. Kulok, $416,451. Assumptions used in the calculation of amounts set forth in the “Stock Awards” and “Option Awards” columns are described in the Notes to the Consolidated Financial Statements for each of the years ended December 31, 2023, 2024 and 2025, included in Columbia’s Annual Reports on Form 10-K filed with the SEC. While described in the Notes to the Consolidated Financial Statements for the year ended December 31, 2025, no amount is reflected above under the “Stock Award” column for Mr. Timothy P. Boyle’s 2025 long-term incentive cash award, based on three-year Relative TSR. If three-year performance threshold is met, the cash amount earned will be reflected in his 2028 Summary Compensation Table, “Non-Equity Incentive Plan Compensation” column. (3)In the case of our CEO, amounts payable under the Executive Incentive Compensation Plan and long-term incentive cash awards. For our other named executive officers, amounts payable under the Executive Incentive Compensation Plan. (4)Components of All Other Compensation:

  55. 2025 Summary Compensation Table

    | Name | Matching Contributions under the Company’s 401(k) Plan ($) | Matching Contributions under the Company’s 401(k) Excess Retirement Plan ($) | Executive Officer Excess Disability Insurance Premium Payments ($) | Other Payments(a) ($) | Total All Other Compensation ($) | | Timothy P. Boyle | 17,500 | — | — | — | 17,500 | | Jim A. Swanson | 17,500 | 33,184 | 5,734 | — | 56,418 | | Joseph P. Boyle | 17,500 | 28,402 | 4,489 | — | 50,391 | | Peter J. Bragdon | 17,500 | 36,561 | 6,173 | — | 60,234 | | Lisa A. Kulok | 17,500 | 27,038 | 7,719 | — | 52,257 | | Steven M. Potter | 8,839 | — | 1,210 | 1,596,627 | 1,606,676 |

  56. 2025 Summary Compensation Table

    (a) Amount represents a lump sum payment of $1,575,900 and $20,727 for benefits continuation received by Mr. Potter in connection with his separation from the Company in January 2025. (5)Mr. Potter separated from the Company on January 6, 2025.

  57. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  58. 2025 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name(1) Grant Type | 2025 Approval Date | 2025 Grant Date | Threshold (2) ($) | Target ($) | Maximum ($) | Threshold (2) (#) | Target (#) | Maximum (#) | | | | | | Timothy P. Boyle | | | | | | | | | | | | | | Short-Term Incentive | — | — | $— | $1,296,000(4) | $2,592,000(7) | — | — | — | — | — | $— | $— | | Long-Term Incentive - TSR(12) | 3/5 | 3/5 | 328,125(5) | 1,312,500 | 2,625,000(7) | — | — | — | — | — | — | — | | Long-Term Incentive - COI(13) | 3/5 | 3/5 | 656,250(6) | 1,312,500 | 2,625,000(7) | — | — | — | — | — | — | — | | Jim A. Swanson | | | | | | | | | | | | | | Short-Term Incentive | — | — | $— | $606,276(4) | $1,212,552(7) | — | — | — | — | — | $— | $— | | RSUs | 1/23 | 2/28 | — | — | — | — | — | — | 5,476(8) | — | — | 450,007 | | Options | 1/23 | 2/28 | — | — | — | — | — | — | — | 11,704(9) | 86.84 | 225,019 | | PRSUs - TSR(14) | 3/5 | 3/5 | — | — | — | 695(5) | 2,777 | 5,554(7) | — | — | — | 326,020 | | PRSUs - COI(15) | 3/5 | 3/5 | — | — | — | 1,389(6) | 2,777 | 5,554(7) | — | — | — | 225,072 | | Joseph P. Boyle | | | | | | | | | | | | | | Short-Term Incentive | — | — | $— | $500,634(4) | $1,001,268(7) | — | — | — | — | — | $— | $— | | Options | 1/23 | 2/28 | — | — | — | — | — | — | — | 33,809(9) | 86.84 | 650,005 | | Peter J. Bragdon | | | | | | | | | | | | | | Short-Term Incentive | — | — | $— | $626,176(4) | $1,252,351(7) | — | — | — | — | — | $— | $— | | RSUs | 1/23 | 2/28 | — | — | — | — | — | — | 4,932(10) | — | — | 405,303 | | RSUs | 3/5 | 3/5 | — | — | — | — | — | — | 1,256(10) | — | — | 100,006 | | Options | 1/23 | 2/28 | — | — | — | — | — | — | — | 10,541(11) | 86.84 | 202,659 | | PRSUs - TSR(14) | 3/5 | 3/5 | — | — | — | 626(5) | 2,501 | 5,002(7) | — | — | — | 293,617 | | PRSUs - COI(15) | 3/5 | 3/5 | — | — | — | 1,251(6) | 2,501 | 5,002(7) | — | — | — | 202,703 | | Lisa A. Kulok | | | | | | | | | | | | | | Short-Term Incentive | — | — | $— | $441,751(4) | $883,502(7) | — | — | — | — | — | $— | $— | | RSUs | 1/23 | 2/28 | — | — | — | — | — | — | 2,939(10) | — | — | 241,521 | | Options | 1/23 | 2/28 | — | — | — | — | — | — | — | 6,281(11) | 86.84 | 120,757 | | PRSUs - TSR(14) | 3/5 | 3/5 | — | — | — | 373(5) | 1,490 | 2,980(7) | — | — | — | 174,926 | | PRSUs - COI(15) | 3/5 | 3/5 | — | — | — | 745(6) | 1,490 | 2,980(7) | — | — | — | 120,763 |

  59. 2025 Grants of Plan-Based Awards Table

    (1)Mr. Potter separated from the Company on January 6, 2025. He is not included in the table since he received no awards in 2025. (2)If performance falls below pre-established thresholds, no short-term incentive cash compensation, PRSUs or long-term incentive cash compensation will be earned. (3)As a result of how the grant date fair value of long-term equity incentive awards must be calculated for accounting purposes, the estimated fair value of our equity-based incentives reflected in the 2025 Grants of Plan-Based Awards Table often does not reflect the actual value that may be realized by our named executive officers with respect to these awards. (4)Represents the applicable target payout under the Executive Incentive Compensation Plan. Payout targets are based on plan year eligible earnings for each named executive officer. (5)At threshold performance, 25% of target PRSUs or long-term incentive cash compensation will be earned. (6)At threshold performance, 50% of target PRSUs or long-term incentive cash compensation will be earned. (7)At maximum performance, 200% of target short-term incentive cash compensation, target PRSUs or long-term incentive cash compensation will be earned. (8)The RSUs vest 25% annually (a) on the first anniversary of the first day of the first full calendar month following the award date (the “Initial Vest Date”), and (b) on each of the subsequent three anniversaries of the Initial Vest Date. (9)The options vest 25% on each anniversary of the award date over four years. (10)The RSUs vest 12.5% semi-annually (a) on the six-month anniversary of the first day of the first full calendar month following the Initial Vest Date, and (b) on each of the subsequent seven six-month anniversaries following the Initial Vest Date. Employees who are at least 55 years of age and have 10 years of cumulative service at time of grant are awarded time-based RSUs or stock options that vest semi-annually rather than annually. Mr. Bragdon and Ms. Kulok met the age and service requirement and received the semi-annual vesting schedule. (11)The options vest 12.5% on each six-month anniversary of the award date over four years. Employees who are at least 55 years of age and have 10 years of cumulative service at time of grant are awarded time-based RSUs or stock options that vest semi-annually rather than annually. Mr. Bragdon and Ms. Kulok met the age and service requirement and received the semi-annual vesting schedule. (12)The value of the long-term incentive cash award represents performance at threshold, target and maximum. Performance is based on Relative TSR versus a Comparator Group over the three-year performance period, 2025-2027. Assuming performance objectives are met, the long-term incentive cash award will vest on December 31, 2027, subject to approval by the Talent and Compensation Committee in early 2028. Actual payout will depend on actual performance, which could range from 0% to 200%. If threshold performance is met, earned value under the long-term incentive cash award will be reflected in the 2027 Summary Compensation Table under column “Non-Equity Incentive Plan Compensation.” (13)The value of the long-term incentive cash award represents performance at threshold, target and maximum. Performance is based on COI over the two-year performance period, 2025-2026, with an additional one-year time-based service requirement period through 2027. Assuming performance objectives are met and subject to Talent and Compensation Committee approval in March 2027, earned long-term incentive cash will vest December 31, 2027. Actual payout will depend on actual performance, which could range from 0% to 200%. If threshold performance is met, earned value under the long-term incentive cash award will be reflected in the 2027 Summary Compensation Table under column “Non-Equity Incentive Plan Compensation.” (14)The number of PRSUs represent performance at threshold, target and maximum. Performance is based on Relative TSR versus a Relative TSR Comparator Group over the three-year performance period, 2025-2027. Assuming performance objectives are met, the PRSUs will vest on December 31, 2027, subject to approval by the Talent and Compensation Committee in early 2028. Actual payout will depend on actual performance, which could range from 0% to 200%. (15)The number of PRSUs represent performance at threshold, target and maximum. Performance is based on COI over the two-year performance period, 2025-2026, with an additional one-year time-based service requirement period through 2027. Assuming performance objectives are met and subject to Talent and Compensation Committee approval in March 2027, earned PRSUs will vest December 31, 2027. Actual payout will depend on actual performance, which could range from 0% to 200%.

  60. Narrative Disclosure to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table

    Narrative Disclosure to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table Salary. Salaries paid to our named executive officers are set forth in the 2025 Summary Compensation Table. In general, any salary increases are effective in March of the respective year. Bonus. No discretionary bonuses were paid to our named executive officers in 2025. Stock awards. We awarded both time-based RSUs and PRSUs in 2025, in each case under our 2020 Stock Incentive Plan, to our then serving named executive officers, other than our CEO and Mr. Joseph P. Boyle. The amounts set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the 2025 Grants of Plan-Based Awards Table represent the threshold, target and maximum number of PRSUs that may be earned by each of the named executive officers during the January 1, 2025 through December 31, 2027 period, depending on the extent to which COI or Relative TSR performance is met or exceeded. TSR PRSUs earned during the three-year performance period will vest on December 31, 2027 and be released in early 2028, upon certification of results and approval by the Talent and Compensation Committee. COI PRSUs earned during the two-year performance period, based on certification of results and approval by the Talent and Compensation Committee in March 2027, continue to be subject to a one-year service requirement and vest on December 31, 2027. The amounts set forth in the “All Other Stock Awards” column of the 2025 Grants of Plan-Based Awards Table represent the number of time-based RSUs granted to each named executive officer. Option awards. We awarded stock options to each of our then serving named executive officers, other than our CEO, under our 2020 Stock Incentive Plan, in 2025. The options granted to our named executive officers are set forth in the “All Other Option Awards” column of the 2025 Grants of Plan-Based Awards Table. Non-equity incentive plan compensation. The amounts set forth in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table consist of payments earned in 2025 and paid in early 2026 pursuant to non-equity incentive plan awards granted to our named executive officers under our Executive Incentive Compensation Plan. For our CEO, amounts also include payments from long-term incentive cash awards based on achievement of targets. A discussion of the corporate performance target achieved in 2025 for awards under the Executive Incentive Compensation Plan is set forth under the caption “Compensation Discussion and Analysis—Analysis of 2025 Named Executive Officer Compensation—Short-term incentive compensation” above. A discussion of the performance targets that were achieved for the 2023 through 2025 performance period and the 2024 through 2025 performance period for the long-term incentive cash awards granted to our CEO in 2023 and 2024 is set forth under the caption “Compensation Discussion and Analysis—Analysis of 2025 Named Executive Officer Compensation—Long-term incentive compensation” above. The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the 2025 Grants of Plan-Based Awards Table include the threshold, target and maximum amounts payable for achieving the corporate performance objective under the Executive Incentive Compensation Plan for 2025 awards, and for our CEO, the threshold, target and maximum amounts payable under his 2025 long-term incentive cash awards that may be earned during the January 1, 2025 through December 31, 2027 period, depending on the extent to which COI or Relative TSR performance is met or exceeded. TSR long-term incentive cash earned during the three-year performance period will vest on December 31, 2027 and be paid in early 2028, upon certification of results and approval by the Talent and Compensation Committee. COI long-term incentive cash earned during the two-year performance period, based on certification of results and approval by the Talent and Compensation Committee in March 2027, continue to be subject to a one-year service requirement and vest on December 31, 2027. All other compensation. All other compensation of our named executive officers is set forth in the 2025 Summary Compensation Table for fiscal year 2025 and described in greater detail in footnote 4 to the table. Our 401(k) Plan is our tax qualified retirement savings plan pursuant to which our U.S. employees, including the named executive officers, are able to make pre-tax and post-tax contributions from their cash compensation. Typically, we make matching contributions for all participants each year equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of eligible annual compensation. The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Plan and also limits the amount of salary and bonus with respect to which matching contributions and profit sharing contributions can be made under that plan. Accordingly, we provide our executive officers and other highly compensated employees with the opportunity to defer a portion of their eligible compensation, including amounts in excess of the tax law limit. Under our 401(k) Excess Retirement Plan, following meeting maximum IRS deferral limits under the 401(k) Plan, participants may elect to defer up to 70% of eligible compensation and the Company will make a matching contribution for the participants equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of their total eligible compensation, less the matching contribution the participant was eligible to receive under the qualified 401(k) Plan. See the “2025 Nonqualified Deferred Compensation” table below.

  61. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table

  62. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name(1) Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(6) ($) | 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(2) ($) | | Timothy P. Boyle | | | | | | | | | | 10/21/2021 | 79,284 | — | $98.74 | 10/21/2031 | — | $— | — | $— | | Jim A. Swanson | | | | | | | | | | 1/26/2017 | 3,907 | — | $55.53 | 1/25/2027 | — | $— | — | $— | | 7/20/2017 | 4,033 | — | 57.95 | 7/19/2027 | — | — | — | — | | 1/25/2018 | 7,326 | — | 74.59 | 1/25/2028 | — | — | — | — | | 1/24/2019 | 8,873 | — | 86.42 | 1/24/2029 | — | — | — | — | | 1/23/2020 | 16,858 | — | 95.71 | 1/23/2030 | — | — | — | — | | 1/28/2021 | 17,564 | — | 87.54 | 1/28/2031 | — | — | — | — | | 10/21/2021 | 9,237 | — | 98.74 | 10/21/2031 | — | — | — | — | | 1/27/2022 | — | — | — | — | 963(5) | 53,052 | — | — | | 1/27/2022 | 13,223(3) | 4,407(3) | 87.15 | 1/27/2032 | — | — | — | — | | 1/26/2023 | — | — | — | — | 2,321(5) | 127,864 | — | — | | 1/26/2023 | 8,813(3) | 8,812(3) | 90.85 | 1/26/2033 | — | — | — | — | | 3/7/2023 | — | — | — | — | — | — | 1,416(7) | 78,007 | | 2/29/2024 | — | — | — | — | 4,037(5) | 222,398 | — | — | | 2/29/2024 | 2,510(3) | 7,528(3) | 82.69 | 2/28/2034 | — | — | — | — | | 3/5/2024 | — | — | — | — | — | — | 2,744(8) | 151,167 | | 2/28/2025 | | | | | 5,476(5) | 301,673 | | | | 2/28/2025 | — | 11,704(3) | 86.84 | 2/28/2035 | | | | | | 3/5/2025 | — | — | — | — | — | — | 2,777(9) | 152,985 | | 3/5/2025 | — | — | — | — | — | — | 2,777(10) | 152,985 | | Total | 92,344 | 32,451 | | | 12,797 | $704,987 | 9,714 | $535,144 | | Joseph P. Boyle | | | | | | | | | | 1/26/2017 | 14,065 | — | $55.53 | 1/25/2027 | — | $— | — | $— | | 7/20/2017 | 5,064 | — | 57.95 | 7/19/2027 | — | — | — | — | | 1/25/2018 | 17,682 | — | 74.59 | 1/25/2028 | — | — | — | — | | 1/24/2019 | 19,717 | — | 86.42 | 1/24/2029 | — | — | — | — | | 1/23/2020 | 25,724 | — | 95.71 | 1/23/2030 | — | — | — | — | | 1/28/2021 | 27,608 | — | 87.54 | 1/28/2031 | — | — | — | — | | 1/27/2022 | 20,661(3) | 6,886(3) | 87.15 | 1/27/2032 | — | — | — | — | | 1/26/2023 | 12,118(3) | 12,116(3) | 90.85 | 1/26/2033 | — | — | — | — | | 2/29/2024 | 7,170(3) | 21,510(3) | 82.69 | 2/28/2034 | — | — | — | — | | 2/28/2025 | — | 33,809(3) | 86.84 | 2/28/2035 | — | — | — | — | | Total | 149,809 | 74,321 | | | — | $— | — | $— |

  63. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name(1) Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(6) ($) | 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(2) ($) | | Peter J. Bragdon | | | | | | | | | | 7/20/2017 | 375 | — | $57.95 | 7/19/2027 | — | $— | — | $— | | 1/25/2018 | 10,104 | — | 74.59 | 1/25/2028 | — | — | — | — | | 1/24/2019 | 9,317 | — | 86.42 | 1/24/2029 | — | — | — | — | | 1/23/2020 | 12,166 | — | 95.71 | 1/23/2030 | — | — | — | — | | 1/28/2021 | 13,056 | — | 87.54 | 1/28/2031 | — | — | — | — | | 10/21/2021 | 6,867 | — | 98.74 | 10/21/2031 | — | — | — | — | | 1/27/2022 | — | — | — | — | 421(6) | 23,193 | — | — | | 1/27/2022 | 13,499(4) | 1,928(4) | 87.15 | 1/27/2032 | — | — | — | — | | 1/26/2023 | — | — | — | — | 1,392(6) | 76,685 | — | — | | 1/26/2023 | 8,814(4) | 5,286(4) | 90.85 | 1/26/2033 | — | — | — | — | | 3/7/2023 | — | — | — | — | — | — | 1,134(7) | 62,472 | | 2/29/2024 | — | — | — | — | 3,090(6) | 170,228 | — | — | | 2/29/2024 | 3,461(4) | 5,765(4) | 82.69 | 2/28/2034 | — | — | — | — | | 3/5/2024 | — | — | — | — | — | — | 2,522(8) | 138,937 | | 2/28/2025 | | | | | 4,315(6) | 237,713 | | | | 2/28/2025 | 1,318(4) | 9,223(4) | 86.84 | 2/28/2035 | | | | | | 3/5/2025 | — | — | — | — | 1,099(6) | 60,544 | — | $— | | 3/5/2025 | — | — | — | — | — | — | 2,501(9) | 137,780 | | 3/5/2025 | — | — | — | — | — | — | 2,501(10) | 137,780 | | Total | 78,977 | 22,202 | | | 10,317 | $568,363 | 8,658 | $476,969 | | Lisa A. Kulok | | | | | | | | | | 1/26/2017 | 6,857 | — | $55.53 | 1/25/2027 | — | $— | — | $— | | 1/25/2018 | 6,947 | — | 74.59 | 1/25/2028 | — | — | — | — | | 1/24/2019 | 7,764 | — | 86.42 | 1/24/2029 | — | — | — | — | | 1/23/2020 | 10,143 | — | 95.71 | 1/23/2030 | — | — | — | — | | 1/28/2021 | 11,709 | — | 87.54 | 1/28/2031 | — | — | — | — | | 10/21/2021 | 6,158 | — | 98.74 | 10/21/2031 | — | — | — | — | | 1/27/2022 | — | — | — | — | 270(6) | 14,874 | — | — | | 1/27/2022 | 8,678(4) | 1,239(4) | 87.15 | 1/27/2032 | — | — | — | — | | 1/26/2023 | — | — | — | — | 957(6) | 52,721 | — | — | | 1/26/2023 | 6,060(4) | 3,634(4) | 90.85 | 1/26/2033 | — | — | — | — | | 3/7/2023 | — | — | — | — | — | — | 780(7) | 42,970 | | 2/29/2024 | — | — | — | — | 1,841(6) | 101,421 | — | — | | 2/29/2024 | 2,062(4) | 3,435(4) | 82.69 | 2/28/2034 | | | | | | 3/5/2024 | — | — | — | — | — | — | 1,503(8) | 82,800 | | 2/28/2025 | — | — | — | — | 2,571(6) | 141,636 | — | — | | 2/28/2025 | 786(4) | 5,495(4) | 86.84 | 2/28/2035 | — | — | — | — | | 3/5/2025 | — | — | — | — | — | — | 1,490(9) | 82,084 | | 3/5/2025 | — | — | — | — | — | — | 1,490(10) | 82,084 | | Total | 67,164 | 13,803 | | | 5,639 | $310,652 | 5,263 | $289,938 |

  64. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    (2)Based on a value of $55.09 per share, the closing market price of our common stock on December 31, 2025, the last trading day of 2025. (3)The options vest 25% on each anniversary of the award date over four years. (4)The options vest 12.5% on each six-month anniversary of the award date over four years. (5)The RSUs vest 25% annually (a) on the first anniversary of the first day of the first full calendar month following the award date (the “Initial Vest Date”), and (b) on each of the subsequent three anniversaries of the Initial Vest Date. (6)The RSUs vest 12.5% semi-annually (a) on the six-month anniversary of the first day of the first full calendar month following the Initial Vest Date, and (b) on each of the subsequent seven six-month anniversaries following the Initial Vest Date. (7)These PRSUs for the 2023-2025 performance period were earned based on the EBIT Margin of the Company relative to the EBIT Margin of the Executive Compensation Peer Group approved by the Talent and Compensation Committee on April 22, 2021 and vested on March 4, 2026. (8)The number of PRSUs represents performance at target. Performance is based on Relative TSR versus a Relative TSR Comparator Group over the three-year performance period, 2024-2026. Assuming performance objectives are met, the PRSUs will vest on December 31, 2026, subject to approval by the Talent and Compensation Committee in early 2027. Actual payout will depend on actual performance, which could range from 0% to 200%, and the value of our common stock in future periods. The Talent and Compensation Committee certified on March 4, 2026 that no PRSUs based on COI over the two-year performance period, 2024-2025, were earned. As a result, such PRSUs were forfeited and are not reflected in this table. (9)The number of PRSUs represents performance at target. Performance is based on Relative TSR versus a Relative TSR Comparator Group over the three-year performance period, 2025-2027. Assuming performance objectives are met, the PRSUs will vest on December 31, 2027, subject to approval by the Talent and Compensation Committee in early 2028. Actual payout will depend on actual performance, which could range from 0% to 200%. (10)The number of PRSUs represents performance at target. Performance is based on COI over the two-year performance period, 2025-2026, with an additional one-year time-based service requirement period through 2027. Assuming performance objectives are met and subject to Talent and Compensation Committee approval in March 2027, earned PRSUs will vest December 31, 2027. Actual payout will depend on actual performance, which could range from 0% to 200%.

  65. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table

  66. 2025 Option Exercises and Stock Vested Table

    | | Stock Options | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting ($) | | Timothy P. Boyle | — | — | — | — | | Jim A. Swanson | — | — | 5,041 | 427,125 | | Joseph P. Boyle | — | — | — | — | | Peter J. Bragdon | — | — | 6,388 | 458,071 | | Lisa A. Kulok | 5,262 | 6,660 | 3,067 | 217,958 | | Steven M. Potter(1) | — | — | — | — |

  67. 2025 Option Exercises and Stock Vested Table

    (1)Mr. Potter separated from the Company on January 6, 2025 and did not have any stock option or stock award transactions in 2025. (2)Represents full number of shares vested including shares surrendered to satisfy tax withholding.

  68. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  69. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025(1) ($) | Matching Company Contributions for 2025(1) ($) | Aggregate Earnings in 2025(1) ($) | Aggregate Distributions in 2025(1) ($) | Aggregate Balance at 12/31/2025(1) ($) | | Timothy P. Boyle | — | — | — | — | — | | Jim A. Swanson | 87,723 | 33,184 | 217,525 | — | 1,570,820 | | Joseph P. Boyle | 527,102 | 28,402 | 560,844 | — | 3,660,820 | | Peter J. Bragdon | 101,056 | 36,561 | 525,551 | — | 4,629,932 | | Lisa A. Kulok | 141,280 | 27,038 | 360,778 | — | 3,120,138 | | Steven M. Potter | 147,157 | — | 176,795 | 60,814 | 1,335,638 |

  70. 2025 Nonqualified Deferred Compensation

    (1)Amounts reported in the “Executive Contributions” column represent contributions of base salary earned and reported in the 2025 “Salary” column of the 2025 Summary Compensation Table, plus contributions earned in 2024 and paid in 2025 under the Executive Incentive Compensation Plan included in the 2024 Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” The amounts reported in the “Matching Company Contributions” column represent the pre-tax matching contributions made by us in early 2026 based on 2025 executive contributions; these amounts are also included in amounts reported for 2025 in the “All Other Compensation” column of the 2025 Summary Compensation Table. Actual matching contributions after required tax withholding were: Mr. Swanson, $32,404, Mr. Joseph P. Boyle, $27,734, Mr. Bragdon, $35,702, and Ms. Kulok, $26,403. Mr. Potter was not eligible for a 2025 matching contribution due to his separation from the Company in January 2025 and his 2025 executive contributions included bonus earned in 2024 and paid in 2025. None of the amounts in the “Aggregate Earnings” column are included in amounts reported in the 2025 Summary Compensation Table because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation. As a result, excluding amounts reflected in the “Aggregate Earnings” column in this Proxy Statement and prior year proxy statements, the amounts included in the “Aggregate Balance” column that have been reported in the Summary Compensation Table in this Proxy Statement or in prior year proxy statements are: Mr. Swanson, $1,043,541, Mr. Joseph P. Boyle, $1,593,578, Mr. Bragdon, $2,268,524, Ms. Kulok $168,318, and Mr. Potter $1,064,458. Nonqualified Deferred Compensation Plan. In 2025, the named executive officers, excluding our CEO, were eligible to participate in our 401(k) Excess Retirement Plan. Under the plan, following meeting maximum IRS deferral limits under the qualified 401(k) Plan, the participants may elect to defer up to 70% of eligible compensation and so long as the Company makes matching contributions under the qualified 401(k) Plan for the given calendar year, we would make matching 401(k) Excess Retirement Plan contributions for eligible participants equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of their total eligible compensation, minus the matching contribution the participant would be eligible to receive under the qualified 401(k) Plan. To be eligible for a 401(k) Excess Retirement Plan match, participants must make a deferral election for the plan year and remain employed with the Company through December 31 of the plan year. However, if a participant has a voluntary separation of service with the Company before December 31 of the plan year, is age 55 and has at least 10 years of service, they are eligible for a 401(k) Excess Retirement Plan match. The Board or the CEO can change or eliminate matching contributions to the 401(k) Plan. Our matching contributions for 2025 to the accounts of the named executive officers under the qualified and nonqualified 401(k) plans are included under the heading “All Other Compensation” in the 2025 Summary Compensation Table. The Company’s prior 401(k) Excess Plan was frozen as of December 31, 2021. Amounts deferred under the 401(k) Excess Retirement Plan are credited to a participant’s account under the plan. Each participant may allocate his or her account balance for the 401(k) Excess Retirement Plan among a combination of investment funds available under the 401(k) Excess Retirement Plan. Participants’ accounts are adjusted to reflect the investment performance of the investment funds selected by the participants. Participants can change the allocation of their account balances daily. In 2025, the funds available under the 401(k) Excess Retirement Plan consisted of a money market fund, target date funds and a range of mutual funds. For 2025, the money market fund had an annualized return of 4.19%, the target date funds had annualized returns ranging from 11.31% to 21.44% and the mutual funds had annualized returns ranging from -10.88% to 45.22%. Amounts credited to participants’ accounts are invested by us in actual investments matching the investment options selected by the participants to ensure that we do not bear any investment risk related to the participants’ investment choices.

  71. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Pursuant to our Change in Control Severance Plan, as amended (the “Plan”), we have agreed to provide certain benefits to our named executive officers, other than our CEO who is not eligible to participate in the Plan, in the event that the executive’s employment with Columbia is involuntarily terminated without “cause” other than in connection with a change in control, or in the event that within 12 months following a change in control, the executive’s employment with Columbia is terminated by us without “cause” or by the executive for “good reason.” The Talent and Compensation Committee believes that these types of arrangements are common for companies against which we compete for talented key personnel and are beneficial for management recruitment purposes. In our plans and agreements, including the Plan, “cause” generally includes personal dishonesty intended to result in substantial personal enrichment or benefit, conviction of a felony that is injurious to Columbia, willful acts that constitute gross misconduct that is injurious to Columbia, continued violations of employment duties that are willful, a material violation of our Code of Business Conduct and Ethics, and other substantial violations of the standards set forth in the Plan, such as violation of restrictive covenants agreed to under the Plan. “Good reason” generally includes a material reduction in authority, duties, or responsibilities, a material decrease in annual base salary or a relocation of over 75 miles. If any amounts under the Plan would constitute an excess parachute payment to an executive officer within the meaning of Section 280G of the Internal Revenue Code, the amounts payable will not exceed the amount which produces the greatest after-tax benefit to the affected individual. Our equity awards and incentive cash programs also provide for certain benefits in the event of a named executive officer’s death, disability or retirement, as described below. Termination Without Cause or for Good Reason, Following a Change in Control. •Cash severance benefit. The Plan provides that each named executive officer, other than our CEO, would receive cash severance benefits payable if the executive officer’s employment is terminated by us without “cause” within 12 months following a change in control or by the officer for “good reason” on account of a “good reason” condition that initially occurred within 12 months following a change in control. In the event of a qualifying termination in connection with a change in control, the cash severance payment for Messrs. Joseph P. Boyle and Bragdon would be equal to 3.75 times their base annual salary, and for Mr. Swanson and Ms. Kulok, would be equal to 3 times their base annual salary. These amounts are payable in a lump sum following the participant’s signing of a waiver and release of claims and no later than two and one-half months after the end of the fiscal year in which the termination occurred. •Insurance continuation. In the event of a qualifying termination in connection with a change in control, each of Messrs. Swanson, Joseph P. Boyle, and Bragdon, and Ms. Kulok would receive health insurance benefits for the shorter of 18 months or the COBRA coverage period. •Equity acceleration. In the event of a qualifying termination in connection with a change in control under the Plan, outstanding options and time-based RSUs held by a named executive officer would accelerate in full, and PRSUs would accelerate in vesting at the target performance level, determined on a pro-rated basis for the applicable performance period. The following table shows the estimated change in control benefits that would have been payable to each of the eligible named executive officers if the named executive officer were terminated by us without “cause,” or if the named executive officer terminated his or her employment for “good reason,” within 12 months following a change in control, as of December 31, 2025 under the Plan as in effect on such date.

  72. Potential Payments Upon Termination or Change in Control

    | Name(1) | Cash Severance Benefit ($) | Insurance Continuation(2) ($) | Option Acceleration(3) ($) | Time-based Restricted Stock Unit Acceleration(4) ($) | Performance-based Restricted Stock Unit Acceleration(5) ($) | Total Lump Sum Payments ($) | | Jim A. Swanson | 2,170,950 | 35,673 | — | 704,987 | 280,821 | 3,192,431 | | Joseph P. Boyle | 2,621,250 | 35,673 | — | — | — | 2,656,923 | | Peter J. Bragdon | 2,925,000 | 35,673 | — | 568,364 | 246,993 | 3,776,030 | | Lisa A. Kulok | 1,900,350 | 23,805 | — | 310,653 | 152,918 | 2,387,726 |

  73. Potential Payments Upon Termination or Change in Control

    (1)Mr. Potter separated from the Company on January 6, 2025 and is not included in the table. (2)The amounts in the column represent the present value of 18 months of health insurance benefit premiums, as determined by the cost ratio policy for the Company’s employees as of December 31, 2025. (3)The amounts in the column represent the value that would be realized on acceleration of outstanding options based on the difference between the exercise price and $55.09, the closing market price of our common stock on December 31, 2025, the last trading day of 2025. No named executive officer has unvested option grants that are in-the-money as of December 31, 2025. (4)The amounts in the column represent the number of shares that would be issued under the time-based RSU awards, multiplied by a stock price of $55.09 per share, the closing market price of our common stock on December 31, 2025, the last trading day of 2025. See “2025 Outstanding Equity Awards at Fiscal Year-End Table” and “Compensation Discussion and Analysis—Analysis of 2025 Named Executive Officer Compensation—Long-term incentive compensation” above. (5)The amounts in the column were calculated using a value of $55.09 per share, the closing market price of our common stock on December 31, 2025, the last trading day of 2025, multiplied by the number of PRSUs at target performance, determined on a pro-rata basis for each named executive officer’s period of service during the applicable performance period. With respect to any completed performance period as of termination, vesting and payment is based on actual performance for the performance period. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our common stock in future periods. Termination Without Cause, Not in Connection with a Change in Control. •Cash severance benefit. The Plan provides that each named executive officer, other than our CEO, would receive cash severance benefits payable if the executive officer’s employment is terminated by us at any time without “cause.” In the event that a named executive officer’s employment is terminated by us without “cause” and not in connection with a change in control, the cash severance benefit payment for Messrs. Joseph P. Boyle and Bragdon would be equal to 3 times their base annual salary, and for Mr. Swanson and Ms. Kulok, would be equal to 2.25 times their base annual salary. These amounts are payable in a lump sum following the participant’s signing of a waiver and release of claims and no later than two and one-half months after the end of the fiscal year in which the termination occurred. •Insurance continuation. In the event of a qualifying termination other than in connection with a change in control, each of Messrs. Swanson, Joseph P. Boyle, and Bragdon, and Ms. Kulok would receive health insurance benefits for the shorter of 18 months or the COBRA coverage period. •Equity acceleration. In the event of a qualifying termination other than in connection with a change in control, options, time-based RSUs and PRSUs would not accelerate in vesting. The following table shows the estimated severance benefits that would have been payable to each of the eligible named executive officers if his or her employment was terminated by us without “cause” on December 31, 2025.

  74. Potential Payments Upon Termination or Change in Control

    | Name(1) | Cash Severance Benefit ($) | Insurance Continuation(2) ($) | Total Lump Sum Payments ($) | | Jim A. Swanson | 1,628,213 | 35,673 | 1,663,886 | | Joseph P. Boyle | 2,097,000 | 35,673 | 2,132,673 | | Peter J. Bragdon | 2,340,000 | 35,673 | 2,375,673 | | Lisa A. Kulok | 1,425,263 | 23,805 | 1,449,068 |

  75. Potential Payments Upon Termination or Change in Control

    (1)Mr. Potter separated from the Company on January 6, 2025 and is not included in the table. (2)The amounts in the column represent the present value of 18 months of health insurance benefit premiums, as determined by the cost ratio policy for the Company’s employees as of December 31, 2025. Company required premiums are paid by the Company on a monthly basis directly to the providers. Due to COBRA eligibility requirements, total premium cost stated may not ultimately reflect actual. In connection with Mr. Potter’s termination of employment on January 6, 2025, he received a lump sum cash severance payment under the Plan of $1,575,900 (2.25 times his base annual salary) and was eligible to receive $35,673, reflecting 18 months of continued health insurance premiums, paid monthly after termination directly to the providers. Termination Due to Death or Disability. The following table shows the estimated payout for each named executive officer had his or her employment terminated on December 31, 2025 as a result of death or disability. The time-based RSU award agreement generally requires the officer to be employed by us on the date of award vesting to receive an award payout but provides that if employment terminates earlier as a result of death or disability the officer will be entitled to acceleration of all unvested shares. For stock options granted prior July 25, 2024, upon an officer’s disability or death, unvested options will vest on a pro-rata basis, calculated based on the days of continuous employment completed during the vesting period in which the termination date occurs, and the remaining unvested portion of the option will be forfeited on the termination date. For stock options granted after July 25, 2024, upon an officer’s disability or death, unvested options will accelerate in full. For PRSUs and long-term incentive cash awards granted prior to March 5, 2024, if termination is due to the officer’s disability or death on any date that is after the second anniversary of the first day of the applicable performance period, the officer’s PRSUs or long-term incentive cash awards will not be forfeited and will remain eligible to vest based on actual performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated. For PRSUs and long-term incentive cash awards granted on or after March 5, 2024, if termination is due to the officer’s disability or death on any date that occurs at least six months following the first day of the applicable performance period, the officer’s PRSUs or long-term incentive cash awards will not be forfeited and will immediately vest based on target performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated. The Executive Incentive Compensation Plan provides that in the event of a participant’s death or disability, the individual’s payout will be based on target performance, pro-rated for the number of days of continuous employment completed during the year in which the termination date occurs.

  76. Potential Payments Upon Termination or Change in Control

    | Name(1) | Option Acceleration(2) ($) | Time-based Restricted Stock Unit Acceleration(3) ($) | Long-term Incentive Cash Award Value (4) ($) | Performance-based Restricted Stock Unit(5) ($) | Payout under Non-Equity Incentive Plan Awards(6) ($) | Total Lump Sum Payments ($) | | Timothy P. Boyle | — | — | 2,892,039 | — | 1,296,000 | 4,188,039 | | Jim A. Swanson | — | 704,987 | — | 280,821 | 606,276 | 1,592,084 | | Joseph P. Boyle | — | — | — | — | 500,634 | 500,634 | | Peter J. Bragdon | — | 568,364 | — | 246,992 | 626,176 | 1,441,532 | | Lisa A. Kulok | — | 310,653 | — | 152,918 | 441,751 | 905,322 |

  77. Potential Payments Upon Termination or Change in Control

    (1)Mr. Potter separated from the Company on January 6, 2025 and is not included in the table. (2)The amounts in the column represent the value that would be realized on vesting of eligible outstanding option awards, based on the difference between the exercise price and $55.09, the closing market price of our common stock on December 31, 2025, the last trading day of 2025. No named executive officer has eligible unvested option grants that are in-the-money as of December 31, 2025. (3)The amounts in the column represent the number of shares that would be issued under the time-based RSU awards, multiplied by a stock price of $55.09 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of 2025. See “2025 Outstanding Equity Awards at Fiscal Year-End Table” and “Compensation Discussion and Analysis—Analysis of 2025 Named Executive Officer Compensation—Long-term incentive compensation” above. (4)The amounts in the column represent the value of eligible outstanding long-term incentive cash awards, if termination occurs after the second anniversary of the first day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2025 for awards granted prior to March 5, 2024 and for awards granted on or after March 5, 2024, if termination occurs at least six months following the first day of the applicable performance period, the officer’s long-term incentive cash awards will not be forfeited and will immediately vest based on target performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met. (5)The amounts in the column represent the value that would be realized on vesting of eligible outstanding PRSU awards, if termination occurs after the second anniversary of the first day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2025 for awards granted prior to March 5, 2024 and for awards granted on or after March 5, 2024, if termination occurs at least six months following the first day of the applicable performance period, the officer’s PRSU awards will not be forfeited and will immediately vest based on target performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated, multiplied by a stock price of $55.09 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of 2025. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our common stock in future periods. (6)The amounts in this column represent the estimated payouts at target that would be made under our Executive Incentive Compensation Plan. Termination Due to Retirement. The following table shows the estimated payout for each named executive officer had his or her employment terminated on December 31, 2025 as a result of retirement. For PRSUs and long-term incentive cash awards, if termination is on any date that is after the later of (i) the second anniversary of the first day of the applicable performance period and (ii) the officer’s retirement eligibility date, the officer’s PRSUs or long-term incentive cash awards will not be forfeited and will remain eligible to vest based on actual performance on a pro-rata basis, calculated based on the number of days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated. “Retirement” has the meaning as provided in the applicable policy maintained by the Company or, in the absence of a policy, as determined by the Board in its discretion in accordance with applicable law. The Company’s current policy defines “retirement” as 55 years of age and 10 years of cumulative service. As of December 31, 2025, our CEO, Mr. Bragdon and Ms. Kulok are the only named executive officers who are retirement eligible. The Executive Incentive Compensation Plan provides that in the event of participant’s retirement, the individual’s payout will be based on actual performance, pro-rated for the number of days of continuous employment completed during the year in which the termination date occurs. The 401(k) Excess Retirement Plan provides that in the event of participant’s retirement, they are eligible for a matching contribution for the current plan year.

  78. Potential Payments Upon Termination or Change in Control

    | Name(1) | Long-term Incentive Cash Award Value Pro-ration(2) ($) | Performance-Based Restricted Stock Unit Value Pro-ration(3) ($) | Payout under Non-Equity Incentive Plan Awards(4) ($) | 401(k) Excess Retirement Plan Match(5) ($) | Total Lump Sum Payments ($) | | Timothy P. Boyle | 1,200,000 | — | 738,720 | — | 1,938,720 | | Jim A. Swanson | — | — | — | — | — | | Joseph P. Boyle | — | — | — | — | — | | Peter J. Bragdon | — | 62,472 | 356,920 | 36,561 | 455,953 | | Lisa A. Kulok | — | 42,970 | 251,798 | 27,038 | 321,806 |

  79. Potential Payments Upon Termination or Change in Control

    (2)The amounts in the column represent the value of eligible outstanding long-term incentive cash awards, if retirement occurs after the second anniversary of the 1st day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2025. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met. (3)The amounts in the column represent the value that would be realized on vesting of eligible outstanding PRSU awards, if retirement occurs after the second anniversary of the first day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2025, the termination date, multiplied by a stock price of $55.09 per share, which was the closing price of our common stock on December 31, 2025, the last trading day of 2025. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our common stock in future periods. (4)The amounts in the column represent the estimated payouts that would be made under our Executive Incentive Compensation Plan for our eligible named executive officers. (5)The amounts in the column represent the estimated matching contributions that would be made under our 401(k) Excess Retirement Plan for our eligible named executive officers.

  80. Pay Ratio Disclosure

    Pay Ratio Disclosure We are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Mr. Timothy P. Boyle, our Chairman and CEO: For 2025, our last completed fiscal year: (i) the annual total compensation of the employee identified as the median employee of our Company (other than our CEO) was $30,613, and (ii) the total annual compensation of our CEO was $3,036,220. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (excluding the CEO) was 99 to 1. The employee identified at the median of all Columbia employees (other than our CEO) was a full-time, hourly retail associate in one of our outlet stores. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments and estimates that we used are as follows: 1.We determined that as of October 1, 2025, our employee population consisted of approximately 8,610 individuals working at our parent company and its consolidated subsidiaries, with 64% of these individuals located in the United States, 10% located in Europe, 21% located in Asia, and 5% located at various other locations around the world. We selected October 1, 2025, which is within the last three months of 2025, as the date upon which we would identify the median employee because it enabled us to make such identification in a reasonably efficient and economical manner. This date allowed us to exclude from our calculation the seasonal workers who commence employment after this date to assist us with end-of-the-year demand. 2.To identify the median employee from our employee population, we calculated each employee’s target annual compensation for 2025 based on information from the Company’s human resources and payroll records as follows: a.annual base salary for salaried employees or wages equal to hourly rate multiplied by projected standard weekly hours for regular full-time and part-time employees, annualized for employees hired during 2025; b.annual base salary for salaried employees or wages equal to hourly rate multiplied by projected standard weekly hours for temporary and seasonal full-time and part-time employees, which amounts were not annualized for employees hired during 2025; c.the projected standard weekly hours used to calculate wages was 40 hours for full-time hourly employees and 20 hours for part-time hourly employees, unless otherwise noted in our human resources records; d.annual corporate bonus at target; and e.the grant date fair value of equity and long-term cash incentives granted during 2025. 3.All compensation elements for non-U.S. employees were converted to U.S. dollars using monthly exchange rates used by our accounting department. We did not make any cost-of-living adjustments in identifying the median employee. 4.With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, the rules applicable for disclosing compensation in the Summary Compensation Table, resulting in annual total compensation of $30,613 which includes base pay, overtime pay and a 401(k) company match. With respect to the annual total compensation of our Chairman and CEO, we used the 2025 amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  81. Pay Ratio Disclosure

    | PAY VERSUS PERFORMANCE |

  82. Pay Ratio Disclosure

    In accordance with rules adopted by the SEC pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) for the fiscal years listed below. The table reflects “compensation actually paid” (“CAP”) to our PEO and the average CAP to our Non-PEO NEOs, computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to these officers during the applicable year.

  83. Pay Versus Performance Table (“PVP Table”)

    Pay Versus Performance Table (“PVP Table”)

  84. Pay Versus Performance Table (“PVP Table”)

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income(6) ($) (in millions) | Adjusted Operating Income(7) ($) (in millions) | | 2025(8) | $3,036,220 | $3,036,220 | $1,916,452 | $839,659 | $67.90 | $66.56 | $177.2 | $301.6 | | 2024(9) | 2,853,738 | 2,853,738 | 1,889,444 | 1,664,235 | 101.44 | 92.15 | 223.3 | 312.4 | | 2023(9) | 1,623,464 | 968,673 | 1,699,055 | 1,182,396 | 94.73 | 99.25 | 251.4 | 365.7 | | 2022(9) | 2,764,214 | 2,496,787 | 1,660,499 | 1,392,203 | 102.75 | 77.36 | 311.4 | 477.7 | | 2021(9) | 4,751,179 | 4,693,851 | 1,788,194 | 2,013,948 | 112.63 | 110.85 | 354.1 | 504.7 |

  85. Pay Versus Performance Table (“PVP Table”)

    (1)Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for our PEO, Timothy P. Boyle for the respective years shown. (2)For 2025, there were no adjustments made in the PVP Table to arrive at CAP for our PEO. (3)For 2025, the following table sets forth the adjustments made in the PVP Table to arrive at CAP for our Non-PEO NEOs:

  86. Pay Versus Performance Table (“PVP Table”)

    | Average Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs | 2025 | | Average Summary Compensation Table Total | $1,916,452 | | Subtract: Average Amounts Reported under “Stock Awards” Column in the SCT | (507,988) | | Subtract: Average Amounts Reported under “Option Awards” Column in the SCT | (239,688) | | Add: Average Fair Value of Awards Granted during Year that Remain Unvested as of Year-end | 265,624 | | Add: Average Fair Value of Awards Granted during Year and Vested during Year | 15,466 | | Add/Subtract: Average Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-end | (345,467) | | Add/Subtract: Average Change in Fair Value as of Vesting Date of Awards Granted Prior to Year that Vested during Year | 2,916 | | Subtract: Average Fair Value from Prior Year-end of Awards Granted in Prior Years that failed to meet vesting conditions during the Year | (267,656) | | Average Compensation Actually Paid (as calculated) | $839,659 |

  87. Pay Versus Performance Table (“PVP Table”)

    Non-PEO NEO Equity Valuations: All valuations of equity awards were estimated using assumptions and methodologies substantially consistent with those used at grant. These methodologies are consistent with the principles in FASB ASC 718 and are described further in our Annual Reports on Form 10-K. Stock option fair values are calculated based on the Black-Scholes option-pricing model as of each measurement date using updated stock price and other model inputs (i.e., expected term, volatility, dividend yield, risk-free rate) as of the measurement date. Time-based RSU fair values are calculated using the stock price as of each measurement date, reduced by the present value of dividends not received during the vesting period. PRSU fair values are calculated using the stock price as of each measurement date, reduced by the present value of dividends not received during the vesting period and reflect the probable outcome of the performance vesting conditions and Relative TSR PRSU fair value is calculated pursuant to a Monte Carlo simulation. (4)Total Shareholder Return assumes an initial investment of $100 on December 31, 2020, including the reinvestment of dividends. (5)The peer group reflected for each fiscal year is the Russell 1000 Clothing and Accessories Index, which is used in the performance graph included in the Company’s Annual Report on Form 10-K for fiscal year 2025. (6)The dollar amounts reported represent the amount of net income (in millions) reflected in the Company’s audited consolidated financial statements for the applicable year. (7)Adjusted Operating Income equals Operating Income for the fiscal year as set forth in the audited consolidated financial statements of the Company, adjusted for annual corporate bonus expense and certain excluded items approved by the Talent and Compensation Committee as more fully described for 2025 above on page 24 of the Compensation Discussion and Analysis. We determined this to be the most important financial performance measure used to link Company performance to CAP to our PEO and Non-PEO NEOs in 2025. (8)In 2025, the Non-PEO NEOs were Joseph P. Boyle, Peter J. Bragdon, Lisa A. Kulok, Jim A. Swanson and Steven M. Potter. Mr. Potter separated from the Company on January 6, 2025. (9)In 2021-2024, the Non-PEO NEOs were Joseph P. Boyle, Peter J. Bragdon, Jim A. Swanson, and Steven M. Potter.

  88. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List For 2025, in the Company’s assessment, the most important financial performance measures used to link NEO CAP to Company performance are as follows:

  89. Pay Versus Performance Tabular List

    | Top Financial Performance Measures Linking CAP to Company Performance in 2025 | | •Adjusted Operating Income | | •Adjusted Cumulative Operating Income | | •Relative Total Shareholder Return | | •Share Price |

  90. Pay Versus Performance Relationship Disclosure

    Pay Versus Performance Relationship Disclosure CAP Versus the Company’s Cumulative TSR The following chart shows the relationship between the CAP to our PEO, the average CAP to our Non-PEO NEOs and the Company’s cumulative TSR over the five most recently completed fiscal years. Company’s TSR and Peer Group Cumulative TSR The following chart compares our cumulative TSR over the five most recently completed fiscal years to that of our peer group TSR comprising the Russell 1000 Clothing and Accessories Index over the same period. CAP Versus the Company’s Net Income The following chart shows the relationship between the CAP to our PEO, the average CAP to our Non-PEO NEOs and the Company’s net income over the five most recently completed fiscal years. CAP Versus the Company’s Adjusted Operating Income The following chart shows the relationship between the CAP to our PEO, the average CAP to our Non-PEO NEOs and the Company’s adjusted operating income over the five most recently completed fiscal years.

  91. Pay Versus Performance Relationship Disclosure

    | EQUITY COMPENSATION PLAN INFORMATION |

  92. Pay Versus Performance Relationship Disclosure

    The following table provides information about compensation plans under which our equity securities are authorized for issuance to employees or non-employees (such as directors and consultants) at December 31, 2025:

  93. Pay Versus Performance Relationship Disclosure

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | | Weighted-average exercise price of outstanding options, warrants and rights(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | (a) | | (b) | (c) | | | Equity compensation plans approved by security holders: | | | | | | | 1997 Stock Incentive Plan | | 663,208 | $82.61 | | — | | 2020 Stock Incentive Plan | | 2,070,394 | $90.25 | | 2,046,846 | | 1999 Employee Stock Purchase Plan(3) | | — | $— | | 948,888 | | Equity compensation plans not approved by security holders | | — | $— | | — | | Total | | 2,733,602 | $87.72 | | 2,995,734 |

  94. Pay Versus Performance Relationship Disclosure

    (1)The number of outstanding shares to be issued under the 1997 Stock Incentive Plan and 2020 Stock Incentive Plan includes stock options, time-based RSUs and PRSUs at target. (2)The weighted-average exercise price excludes 731,801 shares issuable upon the vesting of outstanding time-based RSUs and PRSUs at target, which have no exercise price. (3)The 1999 Employee Stock Purchase Plan was suspended indefinitely effective July 1, 2005.

  95. Pay Versus Performance Relationship Disclosure

    | PROPOSAL 3: ADVISORY VOTE (NON-BINDING) APPROVING EXECUTIVE COMPENSATION |

  96. Pay Versus Performance Relationship Disclosure

    Shareholders are provided with the opportunity to cast an advisory vote to approve executive compensation as described in “Compensation Discussion and Analysis,” the 2025 Summary Compensation Table and the related compensation tables, notes and narrative in this Proxy Statement. At Columbia’s 2023 annual meeting of shareholders, a majority of our shareholders voted in favor of holding an advisory vote to approve executive compensation every year. The Board considered the results of the advisory “say on frequency” vote and in accordance with the results and pursuant to U.S. securities laws and regulations determined to hold this advisory vote on executive compensation on an annual basis until the next advisory vote regarding the frequency of executive compensation votes. The Talent and Compensation Committee and the Board value the views of Columbia’s shareholders and are committed to excellence in the design and effectiveness of Columbia’s executive compensation program. Columbia’s executive compensation program is designed to attract, retain and motivate key, highly talented executive officers and to align executive officer and shareholder financial interests, while encouraging prudent risk taking in order to achieve long-term shareholder objectives. Columbia believes that its executive compensation program, which includes long-term equity awards as a significant component of an executive officer’s overall compensation opportunity, satisfies this goal and is strongly aligned with the long-term interests of its shareholders. The “Compensation Discussion and Analysis” in this Proxy Statement describes our executive compensation program and the decisions made by the Talent and Compensation Committee in 2025 in more detail and we encourage shareholders to review this section. The Board and the Talent and Compensation Committee believe that the 2025 compensation program for the named executive officers provided compensation aligned with Columbia’s performance, helped motivate the executive officers and encouraged appropriate risk-taking in order to achieve strong financial performance amid continuing global macroeconomic challenges. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. This vote is advisory and non-binding on the Board and the Company. However, the Board and the Talent and Compensation Committee, which is responsible for designing and administering Columbia’s executive compensation program, value the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation policies and decisions for our named executive officers. In 2025, 93% of our outstanding shares were voted in favor of our executive compensation by advisory vote. The Board recommends a vote FOR the approval of the following resolution: RESOLVED, that the compensation paid to the named executive officers, as disclosed in Columbia Sportswear Company’s Proxy Statement pursuant to the SEC’s executive compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the executive compensation tables, is hereby approved.

  97. Pay Versus Performance Relationship Disclosure

    | PROPOSAL 4: APPROVAL OF THE AMENDED AND RESTATED 2020 STOCK INCENTIVE PLAN |

  98. Pay Versus Performance Relationship Disclosure

    The Board is seeking shareholder approval of the Amended and Restated 2020 Stock Incentive Plan (the “Amended Plan”), which will amend and restate the 2020 Stock Incentive Plan (the “Current Plan”), if approved by our shareholders. The primary purpose of the Amended Plan is to increase the share reserve under the Current Plan by 4,500,000 shares of the Company’s common stock, from 4,500,000 shares to 9,000,000 shares. The Current Plan was originally adopted by the Board on April 9, 2020 to replace our 1997 Stock Incentive Plan (the “1997 Plan”), and was approved by our shareholders and became effective on June 3, 2020. On April 11, 2026, the Board approved the Amended Plan, subject to approval by our shareholders at the Annual Meeting. If the Amended Plan is approved by our shareholders at the Annual Meeting, it will become effective as of the date of the Annual Meeting. If the Amended Plan is not approved by our shareholders, the Current Plan will remain in effect in accordance with its terms, but our future ability to issue equity awards will be limited, which could affect our ability to attract and retain talented individuals important to the success of our business. The Talent and Compensation Committee of the Board recommended that the Board approve the Amended Plan. In making this recommendation, the Talent and Compensation Committee was advised by FW Cook and Perkins Coie LLP. Share Reserve Increase. As of April 6, 2026, only 1,385,070 shares remain available for issuance of new awards under the Current Plan. The Amended Plan is integral to the Company’s compensation strategies and programs. The Board believes the Amended Plan provides the flexibility the Company needs to keep pace with its competitors and effectively recruit, motivate and retain the caliber of employees, consultants and directors essential for meeting our business objectives. As of April 6, 2026, the 1,385,070 shares that remain available for future grant under the Current Plan represent 2.7% of the total outstanding number of shares of the Company. No additional shares can be issued under the Current Plan from the 1997 Plan (and the 9,000,000 share reserve includes the maximum 1,500,000 shares previously issuable from the 1997 Plan that became available for issuance under the Current Plan). As of April 6, 2026, the market price of our shares was $55.64 per share. As of April 6, 2026, an aggregate of 2,199,616 options were outstanding under the Current Plan and the 1997 Plan with a weighted average exercise price of $85.05 and a weighted average remaining term of 5.65 years, and 1,047,159 restricted stock units and performance-based restricted stock units (assuming achievement of target performance for the performance-based restricted stock units) were outstanding. For additional information regarding equity-based awards granted under the Current Plan, please see Note 5 to our consolidated financial statements filed with our Form 10-K for our 2025 fiscal year. Based on our historic and projected future use of equity-based compensation, we estimate that the additional shares requested for the Amended Plan, in addition to the remaining shares available for issuance under the Current Plan that will be available for issuance under the Amended Plan, will be sufficient to provide awards for approximately 5 years; however, the actual duration may be more or less than 5 years depending on currently unknown factors, such as competitive market practices, our hiring and promotion practices, future grant practices, the Company’s stock price, the number of awards that are forfeited and future acquisitions and divestitures. Burn Rate and Overhang. We review a number of metrics to assess the cumulative impact of our equity compensation program and the reasonableness of the Amended Plan’s share reserve, including burn rate and overhang. Our annualized burn rate over the last three fiscal years has averaged 1.1%. “Burn rate” is calculated by dividing the total number of shares subject to equity awards granted in a given year by the total weighted average number of shares outstanding during the period and does not reflect and forfeitures or cancellations. Our burn rate calculations assume that target performance is achieved with respect to restricted stock units subject to performance-based vesting conditions. The following table shows our annualized burn rate over the last three fiscal years under the Current Plan.

  99. Pay Versus Performance Relationship Disclosure

    | Fiscal Year | Weighted Average Shares Outstanding (000s)(1) (#) | Stock Options Granted (#) | Restricted Stock Units Granted(2) (#) | Annualized Burn Rate (%) | | 2023 | 61,232 | 500,219 | 289,172 | 1.3% | | 2024 | 58,333 | 156,277 | 426,499 | 1.0% | | 2025 | 54,678 | 160,263 | 426,935 | 1.1% |

  100. Pay Versus Performance Relationship Disclosure

    (1)As reported in our consolidated financial statements filed with our Form 10-K for each applicable fiscal year. (2)Includes time-based and performance-based restricted stock units granted at target. As of April 6, 2026, under our 1997 Plan and the Current Plan, our existing overhang was 8.3%. Assuming our shareholders approve the Amended Plan, our overhang will be 15.2%. “Overhang” is a measure of potential dilution from awards granted under stock incentive plans and is calculated by dividing (i) the number of shares subject to outstanding equity awards, plus the number of shares available for future grants of equity awards by (ii) the total number of shares outstanding, plus the amount in clause (i). The overhang calculations assume that target performance is achieved with respect to restricted stock units subject to performance-based vesting conditions and exclude outstanding grants and shares available for future issuance under our Employee Stock Purchase Plan. The Talent and Compensation Committee, with the assistance of its independent compensation consultant, periodically reviews the Company’s burn rate and overhang.

  101. Pay Versus Performance Relationship Disclosure

    | As of April 6, 2026 | | | Total Number of Shares Subject to Outstanding Awards (A) | 3,246,775 | | Total Number of Shares Available for Issuance under the Current Plan (B) | 1,385,070 | | Total Number of Shares Outstanding (C) | 51,140,792 | | Existing Overhang ((A+B)/(A+B+C)) | 8.3% | | Share Reserve Increase under the Amended Plan (D) | 4,500,000 | | Overhang Following Increase in Share Reserve under the Amended Plan ((A+B+D)/(A+B+C+D)) | 15.2% |

  102. Pay Versus Performance Relationship Disclosure

    Other Amendments. The Compensation Committee, management and external advisors carefully considered each provision within the Current Plan and also recommended the following changes to the Amended Plan, in addition to the share reserve increase:

  103. Pay Versus Performance Relationship Disclosure

    | Feature/Practice | Description of the Amendment included in the Amended Plan | | Employee Limits on Awards | Prior limitations on the maximum share and dollar value of awards that can be awarded to employees in a single fiscal year have been removed (prior limits for non-employee directors remain). | | Nontransferability of Awards | Clarifies, consistent with current practice, that awards (other than a fully vested stock bonus) may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient, except as may be permitted by the Board. | | Dividend or Dividend Equivalents | Dividends or dividend equivalents may be credited with respect to shares of common stock underlying an award, other than with respect to options, if so determined by the Board; any dividends or dividend equivalents are paid only if the underlying award vests. | | Recoupment | Clarifies that all awards granted, including any amount received in connection therewith, are subject to recoupment or other action in accordance with the Company’s 2023 Incentive Compensation Recovery Policy and the Company’s Incentive Compensation Recovery Policy. |