As filed with the Securities and Exchange Commission on June 13, 2025

Registration No. 333-287607

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

Amendment No. 1

to

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

 

COLUMBIA BANKING SYSTEM, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

WASHINGTON		6712		91-1422237
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1301 A Street

Tacoma, Washington 98402-4200

(253) 305-1900

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Clint E. Stein

President and Chief Executive Officer

Columbia Banking System, Inc.

1301 A Street

Tacoma, Washington 98402-4200

(253) 305-1900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Patrick S. Brown Sullivan & Cromwell LLP 1888 Century Park East, Suite 2100 Los Angeles, CA 90067 (310) 712-6600		Kumi Yamamoto Baruffi Executive Vice President, General Counsel and Corporate Secretary Columbia Banking System, Inc. 1301 A Street Tacoma, Washington 98402-4200 (253) 305-1900		Shawn M. Turner Jeffrey D. Haas Holland & Knight LLP 800 17th Street N.W., Suite 1100 Washington, DC 20006 (202) 955-3000
		Steven R. Gardner Chairman, President and Chief Executive Officer Pacific Premier Bancorp, Inc. 17901 Von Karman Avenue, Suite 1200 Irvine, CA 92614 (949) 864-8000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the mergers described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		☐		Accelerated filer
Non-accelerated filer		☐		☐		Smaller reporting company
				☐		Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

 

 

will own approximately 70% and former Pacific Premier stockholders will own approximately 30% of the common stock of Columbia following the completion of the mergers.

The special meeting of Columbia shareholders will be held on July 21, 2025 at 9:00 a.m., Pacific Time. The special meeting of Pacific Premier stockholders will be held on July 21, 2025 at 9:00 a.m., Pacific Time. At our respective special meetings, in addition to other business, Columbia will ask its shareholders to approve the issuance of shares of Columbia common stock to Pacific Premier stockholders pursuant to the merger agreement, and Pacific Premier will ask its stockholders to adopt the merger agreement. Information about these meetings and the mergers is contained in this document. We urge you to read this document carefully and in its entirety.

Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support the mergers and join our boards in their recommendations.

The accompanying joint proxy statement/prospectus provides you with detailed information about the merger agreement and the mergers. It also contains or references information about Columbia and Pacific Premier and certain related matters. You are encouraged to read the accompanying joint proxy statement/prospectus carefully. In particular, you should read the section entitled “Risk Factors” beginning on page 31 for a discussion of the risks you should consider in evaluating the proposed mergers and how they will affect you. You can also obtain information about Columbia and Pacific Premier from documents that have been filed with the Securities and Exchange Commission that are incorporated into the accompanying joint proxy statement/prospectus by reference.

On behalf of Columbia and Pacific Premier, thank you for your prompt attention to this important matter.

Sincerely,

 

By						By
Name:		Clint E. Stein				Name:		Steven R. Gardner
Title:		President and Chief Executive Officer Columbia Banking System, Inc.				Title:		Chairman, President and Chief Executive Officer Pacific Premier Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Columbia or Pacific Premier, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated June [  ], 2025, and is first being mailed to Columbia shareholders and Pacific Premier stockholders on or about June [  ], 2025.

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates important business and financial information about Columbia and Pacific Premier from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing, by email or by telephone, at the appropriate address below:

 

if you are a Columbia shareholder: Columbia Banking System, Inc. 1301 A Street Tacoma, Washington 98402-4200 Attn: Investor Relations (503) 727-4100		if you are a Pacific Premier stockholder: Pacific Premier Bancorp, Inc. 17901 Von Karman Avenue, Suite 1200 Irvine, California 92614 Attn: Corporate Secretary (949) 864-8000

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the applicable special meeting. This means that holders of Columbia common stock requesting documents must do so by July 14, 2025, in order to receive them before the Columbia special meeting, and holders of Pacific Premier common stock requesting documents must do so by July 14, 2025, in order to receive them before the Pacific Premier special meeting.

You should rely only on the information contained or incorporated by reference in this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated June [ ], 2025, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to holders of Columbia common stock or holders of Pacific Premier common stock, nor the issuance by Columbia of shares of Columbia common stock pursuant to the merger agreement, will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Pacific Premier has been provided by Pacific Premier and information contained in, or incorporated by reference into, this document regarding Columbia has been provided by Columbia.

See the section entitled “Where You Can Find More Information” beginning on page 160 of the accompanying joint proxy statement/prospectus for further information.

 

Columbia Banking System, Inc.

1301 A Street

Tacoma, Washington 98402

NOTICE OF VIRTUAL SPECIAL MEETING OF COLUMBIA SHAREHOLDERS

To Columbia Shareholders:

On April 23, 2025, Columbia Banking System, Inc. (“Columbia”), Balboa Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Columbia, and Pacific Premier Bancorp, Inc. (“Pacific Premier”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a virtual special meeting of holders of Columbia common stock (such holders the “Columbia shareholders” and such meeting the “Columbia special meeting”) will be held on July 21, 2025 at 9:00 a.m., Pacific Time. We are pleased to notify you of, and invite you to, the Columbia special meeting, which will be held virtually via the internet.

At the Columbia special meeting, you will be asked to vote on the following matters:

 

•

a proposal to approve the issuance of Columbia common stock in connection with the merger of Merger Sub with and into Pacific Premier as merger consideration to holders of Pacific Premier common stock (the “Pacific Premier stockholders”) pursuant to the merger agreement (including for purposes of complying with Nasdaq Listing Rule 5635(a), which requires approval of the issuance of shares of Columbia common stock in an amount that exceeds 20% of the currently outstanding shares of Columbia common stock) (the “Columbia share issuance proposal”); and

 

•

a proposal to adjourn the Columbia special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Columbia special meeting to approve the Columbia share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Columbia common stock (the “Columbia adjournment proposal”).

The Columbia special meeting will be held in a virtual-only format conducted via live webcast. If you are a holder of record, you may attend the Columbia special meeting by visiting www.virtualshareholdermeeting.com/COLB2025SM and entering the 16-digit control number that is printed on your proxy card. You may log in beginning at 8:45 a.m. (Pacific Time) on July 21, 2025. The Columbia special meeting will begin promptly at 9:00 a.m. (Pacific Time).

The board of directors of Columbia (the “Columbia board of directors”) has fixed the close of business on June 12, 2025 as the record date for the Columbia special meeting. Only holders of record of Columbia common stock as of the close of business on the record date for the Columbia special meeting are entitled to notice of the Columbia special meeting or any adjournment or postponement thereof. Only holders of record of Columbia common stock will be entitled to vote at the Columbia special meeting or any adjournment or postponement thereof.

Columbia has determined that Columbia shareholders are not entitled to dissenters’ rights in connection with the proposed mergers under the Washington Business Corporation Act.

The Columbia board of directors unanimously recommends that Columbia shareholders vote “FOR” the Columbia share issuance proposal and “FOR” the Columbia adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless Columbia shareholders approve the Columbia share issuance proposal. In order to approve the Columbia share issuance proposal, the number of votes cast at the Columbia special meeting favoring the Columbia share issuance proposal must exceed the number of votes cast opposing the Columbia share issuance proposal. Whether or not you plan to attend the Columbia special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

 

[ ], 2025

 

Pacific Premier Bancorp, Inc.

17901 Von Karman Avenue, Suite 1200

Irvine, California 92614

NOTICE OF VIRTUAL SPECIAL MEETING OF PACIFIC PREMIER STOCKHOLDERS

To Pacific Premier stockholders:

On April 23, 2025, Pacific Premier Bancorp, Inc. (“Pacific Premier”), Columbia Banking System, Inc. (“Columbia”) and Balboa Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Columbia, entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a virtual special meeting of holders of Pacific Premier common stock (such holders the “Pacific Premier stockholders” and such meeting, the “Pacific Premier special meeting”) will be held on July 21, 2025 at 9:00 a.m., Pacific Time. We are pleased to notify you of and invite you to the Pacific Premier special meeting, which will be held virtually via the internet.

At the Pacific Premier special meeting, Pacific Premier stockholders will be asked to vote on the following matters:

 

•

a proposal to adopt the merger agreement (the “Pacific Premier merger proposal”);

 

•

a proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Pacific Premier in connection with the transactions contemplated by the merger agreement (the “Pacific Premier compensation proposal”); and

 

•

a proposal to adjourn the Pacific Premier special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Pacific Premier special meeting to approve the Pacific Premier merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Pacific Premier common stock (the “Pacific Premier adjournment proposal”).

The Pacific Premier special meeting will be held in a virtual-only format conducted via live webcast. In order to attend the Pacific Premier special meeting via remote communication, you must access the virtual meeting at http://www.virtualshareholdermeeting.com/PPBI2025SM. You also will need a control number, which is the 16-digit number on your proxy card. Once admitted to the Pacific Premier special meeting, you will be able to vote your shares in accordance with the instructions provided on the Pacific Premier special meeting website. You may log in beginning at 8:45 a.m. (Pacific Time) on July 21, 2025. The Pacific Premier special meeting will begin promptly at 9:00 a.m. (Pacific Time).

The board of directors of Pacific Premier (the “Pacific Premier board of directors”) has fixed the close of business on June 12, 2025 as the record date for the Pacific Premier special meeting. Only holders of record of Pacific Premier common stock as of the close of business on the record date for the Pacific Premier special meeting are entitled to notice of, and to vote at, the Pacific Premier special meeting or any adjournment or postponement thereof. Pacific Premier has determined that Pacific Premier stockholders are not entitled to dissenters’ rights in connection with the proposed mergers under the Delaware General Corporation Law.

The Pacific Premier board of directors unanimously recommends that Pacific Premier stockholders vote “FOR” the Pacific Premier merger proposal, “FOR” the Pacific Premier compensation proposal and “FOR” the Pacific Premier adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless Pacific Premier stockholders approve the Pacific Premier merger proposal. The affirmative vote of a majority of the outstanding shares of Pacific Premier common stock entitled to vote on the Pacific Premier merger proposal is required to approve the Pacific Premier merger proposal. Whether or not you plan to attend the Pacific Premier special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

 

[ ], 2025

TABLE OF CONTENTS

 

		Page
QUESTIONS AND ANSWERS			1
SUMMARY			16
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			28
RISK FACTORS			31
THE COLUMBIA VIRTUAL SPECIAL MEETING			40
COLUMBIA PROPOSALS			45
THE PACIFIC PREMIER VIRTUAL SPECIAL MEETING			46
PACIFIC PREMIER PROPOSALS			51
INFORMATION ABOUT THE COMPANIES			53
THE MERGERS			55
THE MERGER AGREEMENT			110
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS			128
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			131
DESCRIPTION OF COLUMBIA CAPITAL STOCK			141
COMPARISON OF THE RIGHTS OF COLUMBIA SHAREHOLDERS AND PACIFIC PREMIER STOCKHOLDERS			143
LEGAL MATTERS			156
EXPERTS			157
DEADLINES FOR SUBMITTING SHAREHOLDER OR STOCKHOLDER PROPOSALS			158
HOUSEHOLDING OF PROXY MATERIALS			159
WHERE YOU CAN FIND MORE INFORMATION			160
ANNEX A - AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B - OPINION OF PIPER SANDLER & CO.			B-1
ANNEX C - OPINION OF KEEFE, BRUYETTE & WOODS, INC.			C-1

 

 

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RISK FACTORS

An investment by Pacific Premier’s stockholders in Columbia common stock as a result of the exchange of shares of Pacific Premier common stock for shares of Columbia common stock in the merger involves certain risks. Similarly, a decision on the part of Columbia shareholders to approve the Columbia share issuance also involves risks for Columbia shareholders, who will continue to hold their shares of Columbia common stock after the mergers. Certain material risks and uncertainties connected with the merger agreement and transactions contemplated thereby, including the mergers and bank merger, and ownership of Columbia common stock are discussed below. In addition, Columbia and Pacific Premier have discussed certain other material risks connected with the ownership of Columbia common stock and with Columbia’s business, and with the ownership of Pacific Premier common stock and Pacific Premier’s business, respectively, under the caption “Risk Factors” appearing in their Annual Reports on Form 10-K most recently filed with the SEC, and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that each has filed with the SEC or may file with the SEC after the date of this joint proxy statement/prospectus.

Columbia shareholders and Pacific Premier stockholders should carefully read and consider all of these risks and all other information contained in this joint proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this joint proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they may be entitled to vote at the Columbia special meeting or the Pacific Premier special meeting. The risks described in this joint proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of Columbia common stock that you, as an existing Columbia shareholder, currently hold or that you, as an existing Pacific Premier stockholder, will hold upon consummation of the merger, and could result in a significant decline in the value of Columbia common stock and cause Columbia shareholders and/or Pacific Premier stockholders to lose all or part of the value of their respective investments in Columbia common stock.

Risks Relating to the Consummation of the Mergers and Columbia Following the Mergers

Because the market price of Columbia common stock may fluctuate prior to the effective time, including as a result of Pacific Premier’s financial performance prior to the effective time, stockholders cannot be certain of the market value of the merger consideration to be received by Pacific Premier stockholders.

In the merger, each share of Pacific Premier common stock issued and outstanding immediately prior to the effective time (other than certain shares held by Pacific Premier as treasury stock or owned by Pacific Premier, Columbia or their respective wholly owned subsidiaries, subject to certain exceptions set forth in the merger agreement), will be converted into 0.9150 of a share of Columbia common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Columbia common stock or Pacific Premier common stock. Changes in the price of Columbia common stock between now and the effective time will affect the value that Pacific Premier stockholders will receive in the merger. Neither Columbia nor Pacific Premier is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Columbia common stock or Pacific Premier common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Columbia’s and Pacific Premier’s businesses, operations and prospects, the performance of peer companies and other financial companies, volatility in the prices of securities in global financial markets, including market prices of Columbia, Pacific Premier and other banking companies, the effects of proposed or imposed tariffs by the U.S. government and retaliatory tariffs proposed or imposed by U.S. trading partners and the risk of any recession or slowdown in economic growth, particularly in the western United States, and regulatory considerations and tax laws, many of which are beyond Columbia’s and Pacific Premier’s control. Therefore, at the time of the Columbia special meeting and the Pacific Premier special meeting, Columbia shareholders and Pacific Premier stockholders will not know the market value of the merger consideration that Pacific Premier stockholders will receive at the effective time. You should obtain current market quotations for shares of Columbia common stock (Nasdaq trading symbol COLB) and for shares of Pacific Premier common stock (Nasdaq trading symbol PPBI).

 

31

The market price of Columbia common stock after the mergers may be affected by factors different from those currently affecting the shares of Columbia common stock or Pacific Premier common stock.

As a result of the merger, Pacific Premier stockholders will become Columbia shareholders. Columbia’s business differs from that of Pacific Premier and certain adjustments may be made to Columbia’s business as a result of the mergers. Accordingly, the results of operations of Columbia and the market price of Columbia common stock after the completion of the mergers may be affected by factors different from those currently affecting the independent results of operations of each of Columbia and Pacific Premier. For a discussion of the businesses of Columbia and Pacific Premier and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus.

The opinion delivered by PSC to the Columbia board of directors and the opinion delivered by KBW to the Pacific Premier board of directors, respectively, prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the date of the opinions.

The opinion of PSC, Columbia’s financial advisor, to the Columbia board of directors, was delivered on and dated April 23, 2025, and the opinion of KBW, Pacific Premier’s financial advisor, to the Pacific Premier board of directors, was delivered on and dated April 23, 2025. Changes in the operations and prospects of Columbia or Pacific Premier, general market and economic conditions and other factors which may be beyond the control of Columbia and Pacific Premier, including the ongoing effects of proposed or imposed tariffs by the U.S. government and retaliatory tariffs proposed or imposed by U.S. trading partners and the risk of any recession or slowdown in economic growth, particularly in the western United States, on such market and economic conditions, and the market prices of Columbia common stock and Pacific Premier common stock, may have altered the value of Columbia or Pacific Premier or the prices of shares of Columbia common stock and Pacific Premier common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the effective time. The opinions do not speak as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.

Columbia and Pacific Premier are expected to incur substantial costs related to the mergers and integration, and these costs may be greater than anticipated due to unexpected events.

Columbia and Pacific Premier have incurred and expect to incur a number of significant non-recurring costs associated with the mergers. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either Columbia or Pacific Premier regardless of whether or not the mergers are completed.

In addition, Columbia will incur integration costs following the completion of the mergers as Columbia and Pacific Premier integrate their businesses, including facilities and systems consolidation costs and employment-related costs. Columbia and Pacific Premier may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Columbia and Pacific Premier have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in Columbia taking charges against earnings following the completion of the mergers, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

 

32

Combining Columbia and Pacific Premier may be more difficult, costly or time-consuming than expected, and Columbia and Pacific Premier may fail to realize the anticipated benefits of the mergers.

The success of the mergers will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Columbia and Pacific Premier. To realize the anticipated benefits and cost savings from the mergers, Columbia and Pacific Premier must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized without adversely affecting current revenues and future growth. If Columbia and Pacific Premier are not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the mergers could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the mergers and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of Columbia following the completion of the mergers, which may adversely affect the value of the common stock of Columbia following the completion of the mergers.

Columbia and Pacific Premier have operated and, until the effective time, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the mergers. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Columbia and Pacific Premier during this transition period and for an undetermined period after completion of the mergers on Columbia.

The future results of Columbia following the completion of the mergers may suffer if Columbia does not effectively manage its expanded operations.

Following the mergers, the size of the business of Columbia will increase beyond the current size of either Columbia’s or Pacific Premier’s business. Columbia’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. Columbia may also face increased scrutiny from governmental entities as a result of the increased size of its business. There can be no assurances that Columbia will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the mergers.

Columbia may be unable to retain legacy Columbia or Pacific Premier personnel successfully after the completion of the mergers.

The success of the mergers will depend in part on Columbia’s ability to retain the talent and dedication of key employees currently employed by Pacific Premier. It is possible that these employees may decide not to remain with Pacific Premier while the mergers are pending or after the completion of the mergers. If Columbia and Pacific Premier are unable to retain key employees, including management, who are critical to the successful integration and future operations of Columbia following the mergers, Columbia and Pacific Premier could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the completion of the mergers, if key employees terminate their employment, Columbia’s business activities following the mergers may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause Columbia’s business following the mergers to suffer. Columbia and Pacific Premier also may not be able to locate or retain suitable replacements for key employees.

 

33

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on Columbia following the mergers.

Before the mergers and the bank merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve Board, the FDIC, the ODCBS and other regulatory authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under the section entitled “The Mergers—Regulatory Approvals” beginning on page 105. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of Columbia’s business following the mergers or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of Columbia following the mergers or otherwise reducing the anticipated benefits of the mergers if the mergers were consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the mergers. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, neither Columbia nor Pacific Premier, nor any of their respective subsidiaries, is required or (without the written consent of the other party) is permitted, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a “material adverse effect” (as defined in the merger agreement) on Columbia and its subsidiaries, taken as a whole, after giving effect to the mergers and the bank merger.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and the actual consideration to be issued in the merger as well as the actual financial condition and results of operations of Columbia after the mergers may differ materially.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Columbia’s actual financial condition or results of operations would have been had the mergers been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Pacific Premier identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of Pacific Premier as of the closing date. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma combined consolidated financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document.

 

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The prospective financial information presented in this joint proxy statement/prospectus is based on various assumptions and may not be realized.

While presented with numeric specificity, there can be no assurance that the prospective financial information presented in this joint proxy statement/prospectus will be realized, and actual results may vary materially from those shown in the prospective financial information. In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. The prospective financial information and the assumptions underlying the prospective financial information reflect numerous estimates and assumptions with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Columbia and Pacific Premier operate. For more information, see the section entitled “The Mergers— Certain Unaudited Prospective Financial Information” beginning on page 93.

Certain of Pacific Premier’s directors and executive officers may have interests in the mergers that may differ from, or are in addition to, the interests of Columbia shareholders and Pacific Premier stockholders.

Columbia shareholders and Pacific Premier stockholders should be aware that some of Pacific Premier’s directors and executive officers may have interests in the mergers and have arrangements that are different from, or in addition to, those of Pacific Premier stockholders. These interests and arrangements may create potential conflicts of interest. The Pacific Premier board of directors was aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that Pacific Premier stockholders vote to approve the Pacific Premier merger proposal, the Pacific Premier compensation proposal, and the Pacific Premier adjournment proposal.

If the requisite approval of Columbia shareholders or Pacific Premier stockholders is not obtained, or other conditions to the closing of the merger are not met, the merger agreement may be terminated in accordance with its terms and the mergers may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) the approval by Columbia shareholders of the Columbia share issuance proposal and the approval by Pacific Premier stockholders of the Pacific Premier merger proposal; (ii) Columbia’s filing of a notification of listing of additional shares in respect of the Columbia common stock to be issued in the merger in accordance with Nasdaq’s rules, and no further action being required to authorize such additional shares of Columbia common stock for listing; (iii) the receipt of requisite regulatory approvals, including the approval of the Federal Reserve Board, the FDIC and the ODCBS; (iv) effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (v) the absence of any order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the completion of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the mergers, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code.

These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the mergers may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite Columbia shareholder approval and Pacific Premier stockholder approval, or Columbia or Pacific Premier may elect to terminate the merger agreement in certain other circumstances.

 

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Failure to complete the mergers could negatively impact Columbia or Pacific Premier.

If the mergers are not completed for any reason, including as a result of Columbia shareholders’ failure to approve the Columbia share issuance proposal or Pacific Premier stockholders’ failure to approve the Pacific Premier merger proposal, there may be various adverse consequences and Columbia and/or Pacific Premier may experience negative reactions from the financial markets and from their respective customers and employees. For example, Columbia’s or Pacific Premier’s respective businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, without realizing any of the anticipated benefits of completing the mergers. Additionally, if the merger agreement is terminated, the market price of Columbia common stock or Pacific Premier common stock could decline to the extent that current market prices reflect a market assumption that the mergers will be beneficial and will be completed. Columbia and/or Pacific Premier also could be subject to litigation related to any failure to complete the mergers or to proceedings commenced against Columbia and/or Pacific Premier to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either Columbia or Pacific Premier may be required to pay a termination fee of $75 million to the other party.

Additionally, each of Columbia and Pacific Premier has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this joint proxy statement/prospectus, and all filing and other fees paid in connection with the mergers. If the mergers are not completed, Columbia and Pacific Premier would have to pay some of these expenses without realizing the expected benefits of the mergers.

Columbia and Pacific Premier will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers on employees and customers may have an adverse effect on Columbia and Pacific Premier. These uncertainties may impair Columbia’s or Pacific Premier’s ability to attract, retain and motivate key personnel until the mergers are completed, and could cause customers and others that deal with Columbia or Pacific Premier to seek to change existing business relationships with Columbia or Pacific Premier. In addition, subject to certain exceptions, Columbia and Pacific Premier have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent Columbia and/or Pacific Premier from pursuing attractive business opportunities that may arise prior to the completion of the mergers.

The announcement of the proposed mergers could disrupt Columbia’s and Pacific Premier’s relationships with their employees, customers, suppliers, business partners and others, as well as their operating results and business generally.

Whether or not the mergers are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the mergers on Columbia’s and Pacific Premier’s business include the following:

 

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their employees may experience uncertainty about their future roles, which might adversely affect Columbia’s and Pacific Premier’s ability to retain and hire key personnel and other employees;

 

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customers, suppliers, business partners and other parties with which Columbia and Pacific Premier maintain business relationships may experience uncertainty about their future and seek alternative relationships with third parties, seek to alter their business relationships with Columbia and Pacific Premier or fail to extend existing relationships with Columbia and Pacific Premier; and

 

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Columbia and Pacific Premier have each expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed mergers.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

 

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The merger agreement limits Columbia’s and Pacific Premier’s respective abilities to pursue alternatives to the mergers and may discourage other companies from trying to acquire Columbia or Pacific Premier.

The merger agreement contains “no shop” covenants that restrict each of Columbia’s and Pacific Premier’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by each respective board of directors, engage or participate in any negotiations concerning, or provide any confidential or nonpublic information or data relating to, or have or participate in any discussions with any person relating to, any alternative acquisition proposals, subject to certain exceptions. These provisions, which could result in a $75 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Columbia or Pacific Premier from considering or making that acquisition proposal.

The shares of Columbia common stock to be received by Pacific Premier stockholders as a result of the merger will have different rights from the shares of Pacific Premier common stock.

Upon completion of the merger, the rights of former Pacific Premier stockholders who receive shares of Columbia common stock in the merger and thereby become Columbia shareholders will be governed by the Columbia articles and the Columbia bylaws. The rights associated with Pacific Premier common stock are different from the rights associated with Columbia common stock. In addition, the rights of shareholders under Washington law, where Columbia is organized, may differ from the rights of stockholders under Delaware law, where Pacific Premier is organized. See the section entitled “Comparison of the Rights of Columbia Shareholders and Pacific Premier stockholders.”

Columbia has various provisions in the Columbia articles that could impede a takeover of Columbia.

The Columbia articles contain provisions providing for, among other things, preferred stock, supermajority approval of certain business transactions, and consideration of non-monetary factors in evaluating a takeover offer. Although these provisions were not adopted for the express purpose of preventing or impeding the takeover of Columbia, without the approval of the Columbia board of directors, such provisions may have that effect. Such provisions may prevent former Pacific Premier stockholders who receive shares of Columbia common stock in the merger from taking part in a future transaction in which such shareholders could realize a premium over the current market price of Columbia common stock.

Each Columbia shareholder or Pacific Premier stockholder will have a reduced ownership and voting interest in Columbia after the consummation of the mergers than the holder’s interest in Columbia or Pacific Premier individually, as applicable, prior to the consummation of the mergers and will exercise less influence over management.

Columbia shareholders and Pacific Premier stockholders currently have the right to vote in the election of the board of directors and on other matters affecting Columbia and Pacific Premier, respectively. When the mergers are completed, each Columbia shareholder and each Pacific Premier stockholder will become a Columbia shareholder, with a percentage ownership of the shares of common stock of Columbia following the mergers that is smaller than the holder’s percentage ownership of either shares of Columbia common stock or shares of Pacific Premier common stock individually, as applicable, prior to the consummation of the mergers. Based on the number of shares of Columbia common stock and Pacific Premier common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of Columbia common stock expected to be issued in the merger, we estimate that existing Columbia shareholders will own approximately 70% and former Pacific Premier stockholders will own approximately 30% of the common stock of Columbia following the completion of the mergers. Because of this, Pacific Premier stockholders may have less influence on the management and policies of Columbia than they now have on the management and policies of Pacific Premier, and Columbia shareholders may have less influence on the management and policies of Columbia after the closing of the mergers than they now have on the management and policies of Columbia.

 

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Columbia shareholders and Pacific Premier stockholders will not have dissenters’ rights or appraisal rights in connection with the mergers or other matters to be voted on at the Columbia special meeting or the Pacific Premier special meeting.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Section 23B.13.020 of the WBCA, a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder’s shares only in the event of certain corporate acts, including: certain mergers which require shareholder approval and which the shareholder is entitled to vote on; certain share exchanges which the shareholder is entitled to vote on; certain sales or exchanges of all, or substantially all, of the corporation’s property which the shareholder is entitled to vote on; certain amendments to the articles of incorporation effecting a redemption or cancellation of the shareholders shares; any action taken pursuant to Section 23B.25.120 of the WBCA; any corporate action taken pursuant to a shareholder vote to the extent the bylaws or articles of incorporation provide that the shareholders are entitled to dissent and obtain payment for their shares; or certain conversions of a domestic corporation to a foreign corporation; consummation of a conversion of the corporation to another entity pursuant to Section 23B.09.010 of the WBCA.

Under the WBCA, Columbia shareholders will not be entitled to dissenters’ rights in connection with the mergers or other matters to be voted on at the Columbia special meeting because Columbia shareholders are not required to approve either the merger or the second step merger within the meaning of Section 23B.11A.020 of the WBCA. Accordingly, no dissenters’ rights are available to Columbia shareholders in connection with the mergers or other matters to be voted on at the Columbia special meeting.

Under Section 262 of the DGCL, stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depository receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depository receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depository receipts described above or any combination of the foregoing.

Because Pacific Premier common stock is listed on Nasdaq, a national securities exchange, and because Pacific Premier stockholders will receive in the mergers only shares of Columbia common stock, which will be publicly listed on Nasdaq upon the effective time, and cash in lieu of fractional shares, Pacific Premier stockholders will not be entitled to any appraisal rights in connection with the mergers.

Issuance of shares of Columbia common stock in connection with the mergers may adversely affect the market price of Columbia common stock.

In connection with the payment of the merger consideration, Columbia expects to issue approximately 89.3 million shares of Columbia common stock to Pacific Premier stockholders. The issuance of these new shares of Columbia common stock may result in fluctuations in the market price of Columbia common stock, including a stock price decrease.

Shareholder litigation related to the mergers could prevent or delay the completion of the mergers, result in the payment of damages or otherwise negatively impact the business and operations of Columbia and Pacific Premier.

Shareholders of Columbia and/or stockholders of Pacific Premier may file lawsuits against Columbia, Pacific Premier and/or the directors or officers of either company in connection with the mergers. One of the conditions

 

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to the closing is that no order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the consummation of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Columbia or Pacific Premier defendants from completing the mergers, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the consummation of the mergers and could result in significant costs to Columbia and/or Pacific Premier, including any cost associated with the indemnification of directors and officers of each company. Columbia and Pacific Premier may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the mergers, the bank merger or any other transactions contemplated by the merger agreement. Such litigation could have an adverse effect on the financial condition and results of operations of Columbia and Pacific Premier and could prevent or delay the completion of the mergers. There has not been any shareholder litigation against Columbia, or any stockholder litigation against Pacific Premier or the directors or officers of either company, but such litigation could be instigated. Columbia and Pacific Premier, however, have received letters from purported shareholders or stockholders who contend that the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part fails to disclose certain allegedly material information.

Columbia and Pacific Premier believe that the demand letters are without merit and supplemental disclosures are not required or necessary under applicable laws.

Risks Relating to Columbia’s Business

You should read and consider risk factors specific to Columbia’s business that will also affect Columbia after the mergers. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Columbia’s Annual Report on Form 10-K for the year ended December 31, 2024 and in any updates to those risk factors set forth in Columbia’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 160 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to Pacific Premier’s Business

You should read and consider risk factors specific to Pacific Premier’s business that will also affect Columbia after the mergers. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Pacific Premier’s Annual Report on Form 10-K for the year ended December 31, 2024 and in any updates to those risk factors set forth in Pacific Premier’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 160 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

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THE COLUMBIA VIRTUAL SPECIAL MEETING

This section contains information for Columbia shareholders about the special meeting that Columbia has called to allow Columbia shareholders to consider and vote on the Columbia share issuance proposal and the Columbia adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Columbia special meeting, and a form of proxy card that the Columbia board of directors is soliciting for use by Columbia shareholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Columbia special meeting will be held virtually via the internet on July 21, 2025 at 9:00 a.m., Pacific Time. Shareholders may participate in the virtual meeting by accessing www.virtualshareholdermeeting.com/COLB2025SM.

Matters to Be Considered

At the Columbia special meeting, Columbia shareholders will be asked to consider and vote on the following proposals:

 

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the Columbia share issuance proposal; and

 

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the Columbia adjournment proposal.

Recommendation of the Columbia Board of Directors

The Columbia board of directors unanimously recommends that you vote “FOR” the Columbia share issuance proposal and “FOR” the Columbia adjournment proposal. See the section entitled “The Mergers—Columbia’s Reasons for the Mergers; Recommendation of the Columbia Board of Directors” for a more detailed discussion of the Columbia board of directors’ recommendation.

Record Date and Quorum

The Columbia board of directors has fixed the close of business on June 12, 2025 as the record date for the determination of holders of Columbia common stock entitled to notice of, and to vote at, the Columbia special meeting. As of the Columbia record date, there were 210,207,042 shares of Columbia common stock outstanding.

Holders of a majority of the outstanding shares of Columbia common stock entitled to vote at the Columbia special meeting must be present, either in attendance virtually via the Columbia special meeting website or by proxy, to constitute a quorum at the Columbia special meeting. If you fail to submit a proxy prior to the special meeting or to vote at the Columbia special meeting via the Columbia special meeting website, your shares of Columbia common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

Under the Columbia bylaws, even if less than a quorum, a majority of the shares represented at a meeting may adjourn the meeting from time to time without further notice.

At the Columbia special meeting, each share of Columbia common stock is entitled to one vote on all matters properly submitted to Columbia shareholders.

As of the close of business on the record date, Columbia directors and executive officers and their affiliates owned and were entitled to vote approximately 1,015,438 shares of Columbia common stock, representing less than 1% of the outstanding shares of Columbia common stock. We currently expect that Columbia’s directors and executive officers will vote their shares in favor of the Columbia share issuance proposal and the Columbia adjournment proposal, although none of them has entered into any agreements obligating them to do so.

 

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Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Columbia special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Columbia special meeting. If your bank, broker, trustee or other nominee holds your shares of Columbia common stock in “street name,” such entity will vote your shares of Columbia common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Vote Required; Treatment of Abstentions, Broker Non-Votes and Failure to Vote

Columbia share issuance proposal:

Vote required: Approval of the Columbia share issuance proposal requires that the number of votes cast at the Columbia special meeting favoring the Columbia share issuance proposal exceeds the number of votes cast opposing the Columbia share issuance proposal. Approval of the Columbia share issuance proposal is a condition to the completion of the merger.

Effect of abstentions, broker non-votes, and failure to vote: If you are present at the Columbia special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on such proposal. If you are not present at the Columbia special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on such proposal.

Columbia adjournment proposal:

Vote required: Whether or not a quorum will be present at the Columbia special meeting, approval of the Columbia adjournment proposal requires that the number of votes cast favoring the Columbia adjournment proposal exceeds the number of votes cast opposing the Columbia adjournment proposal at the Columbia special meeting. Approval of the Columbia adjournment proposal is not a condition to the completion of the mergers.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the Columbia special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on such proposal. If you are not present at the Columbia special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal.

Attending the Virtual Special Meeting

The Columbia special meeting may be accessed via the Columbia special meeting website, where Columbia shareholders will be able to listen to the Columbia special meeting, submit questions and vote online. You are entitled to attend the Columbia special meeting via the Columbia special meeting website only if you were a shareholder of record at the close of business on the Columbia record date or you held your Columbia shares beneficially in the name of a bank, broker, trustee or other nominee as of the Columbia record date, or you hold a valid proxy for the Columbia special meeting.

If you are a record holder, you will be able to attend the Columbia special meeting online, ask questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/COLB2025SM and following the instructions. Please have your control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the

 

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Columbia special meeting online, ask questions and vote during the meeting only if you obtain a legal proxy from the broker or other agent that holds your shares, giving you the right to vote the shares, by visiting www.virtualshareholdermeeting.com/COLB2025SM and following the instructions. Please have your 16-digit control number, which can be found on your proxy card, notice or email previously received, to access the meeting. Please review this information prior to the Columbia special meeting to ensure you have access.

See the section entitled “—Shares Held in Street Name” below for further information.

Proxies

A Columbia shareholder may vote by proxy or at the Columbia special meeting via the Columbia special meeting website. If you hold your shares of Columbia common stock in your name as a record holder, to submit a proxy, you, as a Columbia shareholder, may use one of the following methods:

 

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by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;

 

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through the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or

 

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by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

If you intend to submit your proxy by telephone or via the internet, you must do so by 8:59 p.m., Pacific Time, on the day before the Columbia special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Columbia special meeting.

Columbia requests that Columbia shareholders vote by telephone, via the internet or by completing and signing the accompanying proxy card and returning it to Columbia as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Columbia common stock represented by it will be voted at the Columbia special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Columbia share issuance proposal and “FOR” the Columbia adjournment proposal.

If you are a beneficial owner, you should check the instructions provided by your broker, bank, trustee or other nominee to determine whether you may vote by telephone or via the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Columbia special meeting virtually via the Columbia special meeting website. Sending in your proxy card or voting by telephone or via the internet will not prevent you from voting your shares personally via the Columbia special meeting website at the meeting because you may revoke your proxy at any time before it is voted. See the section entitled “—Revocability of Proxies” below for further information.

Shares Held in Street Name

If your shares are held in “street name” through a broker, bank, trustee or other nominee, you must instruct the broker, bank, trustee or other nominee on how to vote your shares. Your broker, bank, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your broker, bank, trustee or other nominee. You may not vote shares held in “street name” by returning a proxy card directly to Columbia.

Further, brokers, banks, trustees or other nominees who hold shares of Columbia common stock on behalf of their customers may not give a proxy to Columbia to vote those shares with respect to any of the proposals

 

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without specific instructions from their customers, as brokers, banks, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Columbia special meeting, including the Columbia share issuance proposal and the Columbia adjournment proposal.

Revocability of Proxies

If you directly hold shares of Columbia common stock in your name as a record holder, you can change your vote at any time before your proxy is voted at the meeting. You can do this by:

 

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submitting a written statement that you would like to revoke your proxy to the corporate secretary of Columbia;

 

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signing and returning a proxy card that is dated and received on a later date;

 

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attending the Columbia special meeting virtually and voting at the Columbia special meeting via the Columbia special meeting website; or

 

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voting by telephone or the internet at a later time, before 8:59 p.m., Pacific Time, on the day before the Columbia special meeting.

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

 

•

contacting your bank, broker, trustee or other nominee; or

 

•

attending the special meeting virtually and voting your shares via the Columbia special meeting website if you have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee. Please contact your bank, broker, trustee or other nominee for further instructions.

Attendance virtually at the Columbia special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Columbia after the vote will not affect the vote. Columbia’s corporate secretary’s mailing address is: Columbia Banking System, 1301 A Street, Tacoma, Washington 98402-4200. If the Columbia virtual special meeting is postponed or adjourned, it will not affect the ability of Columbia shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to Columbia shareholders residing at the same address, unless such Columbia shareholders have notified Columbia of their desire to receive multiple copies of the joint proxy statement/prospectus.

Columbia will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Columbia shareholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Columbia at Columbia Banking System, Inc., Attention: Investor Relations, 1301 A Street, Tacoma, WA 98402-4200, telephone (503) 727-4100.

Solicitation of Proxies

Columbia and Pacific Premier will each pay the expenses incurred by such party in connection with the printing and mailing of this joint proxy statement/prospectus. Columbia may also request banks, brokers, trustees and other intermediaries holding shares of Columbia common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by

 

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telephone and other means of communication, advertisements and personal solicitation by the directors, officers or employees of Columbia. No additional compensation will be paid to our directors, officers or employees for solicitation.

Other Matters to Come Before the Columbia Special Meeting

Columbia management knows of no other business to be presented at the Columbia special meeting, but if any other matters are properly presented at the meeting or any adjournments or postponements thereof, the persons named in the proxies will vote upon them in accordance with the Columbia board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Columbia’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Investor Relations, Columbia Banking System, Inc., 1301 A Street, Tacoma, Washington 98402-4200, telephone (503) 727-4100.

 

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COLUMBIA PROPOSALS

PROPOSAL 1: COLUMBIA SHARE ISSUANCE PROPOSAL

Columbia is asking the Columbia shareholders to approve the issuance of shares of Columbia stock in the merger as merger consideration to Pacific Premier stockholders pursuant to the merger agreement.

Pursuant to the merger agreement, Columbia will issue a total of approximately 89.3 million shares of Columbia common stock in connection with the consummation of the merger. Under Nasdaq Listing Rule 5635(a), a company listed on Nasdaq is required to obtain shareholder approval prior to the issuance of common stock or securities convertible into or exercisable for common stock, in connection with the acquisition of stock of another company if the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock, or the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. If the merger is completed, the number of shares of Columbia common stock issued will exceed 20% of the Columbia common stock outstanding before such issuance. In this proposal, Columbia is asking Columbia shareholders to authorize the issuance of Columbia common stock in connection with the merger.

The approval of the Columbia share issuance proposal is a condition to the completion of the merger.

The Columbia board of directors unanimously recommends a vote “FOR” the Columbia share issuance proposal.

PROPOSAL 2: COLUMBIA ADJOURNMENT PROPOSAL

The Columbia special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Columbia special meeting to approve the Columbia share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Columbia common stock. If, at the Columbia special meeting, the number of shares of Columbia common stock present virtually or represented and voting in favor of the Columbia share issuance proposal is insufficient to approve the Columbia share issuance proposal, Columbia intends to move to adjourn the Columbia special meeting in order to enable the Columbia board of directors to solicit additional proxies for approval of the Columbia share issuance proposal. In that event, Columbia will ask Columbia shareholders to vote upon the Columbia adjournment proposal, but not the Columbia share issuance proposal.

In this proposal, Columbia is asking Columbia shareholders to authorize the holder of any proxy solicited by the Columbia board of directors, on a discretionary basis, to vote in favor of adjourning the Columbia special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Columbia shareholders who have previously voted, if a quorum is not present or if there are not sufficient votes at the time of the Columbia special meeting to approve the Columbia share issuance proposal or if necessary or appropriate to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Columbia common stock. Pursuant to the Columbia bylaws, the Columbia special meeting may be adjourned without further notice being given.

The approval of the Columbia adjournment proposal by Columbia shareholders is not a condition to the completion of the merger.

The Columbia board of directors unanimously recommends a vote “FOR” the Columbia adjournment proposal.

 

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THE PACIFIC PREMIER VIRTUAL SPECIAL MEETING

This section contains information for Pacific Premier stockholders about the special meeting that Pacific Premier has called to allow Pacific Premier stockholders to consider and vote on the Pacific Premier merger proposal, the Pacific Premier compensation proposal and the Pacific Premier adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Pacific Premier special meeting and a form of proxy card that the Pacific Premier board of directors is soliciting for use by Pacific Premier stockholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The Pacific Premier special meeting will be held virtually via the internet on July 21, 2025 at 9:00 a.m., Pacific Time. Pacific Premier stockholders may participate in the virtual meeting by accessing http://www.virtualshareholdermeeting.com/PPBI2025SM.

Matters to Be Considered

At the Pacific Premier special meeting, Pacific Premier stockholders will be asked to consider and vote on the following proposals:

 

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the Pacific Premier merger proposal;

 

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the Pacific Premier compensation proposal; and

 

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the Pacific Premier adjournment proposal.

A copy of the merger agreement is included in this joint proxy statement/prospectus as Annex A, and Pacific Premier stockholders are encouraged to read it carefully in its entirety.

Recommendation of the Pacific Premier Board of Directors

The Pacific Premier board of directors unanimously recommends that you vote “FOR” the Pacific Premier merger proposal, “FOR” the Pacific Premier compensation proposal and “FOR” the Pacific Premier adjournment proposal. See the section entitled “The Mergers—Pacific Premier Reasons for the Mergers; Recommendation of the Pacific Premier Board of Directors” for a more detailed discussion of the Pacific Premier board of directors’ recommendation.

Record Date and Quorum

The Pacific Premier board of directors has fixed the close of business on June 12, 2025 as the record date for the determination of holders of Pacific Premier common stock entitled to notice of and to vote at the Pacific Premier special meeting. As of the Pacific Premier record date, there were 97,024,664 shares of Pacific Premier common stock outstanding.

Holders of a majority of the outstanding shares of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting must be present, either in attendance virtually via the Pacific Premier special meeting website or by proxy, to constitute a quorum at the Pacific Premier special meeting. Once a share of Pacific Premier common stock is represented at the Pacific Premier special meeting, it will be counted for the purpose of determining a quorum not only at the Pacific Premier special meeting but also at any adjournment or postponement of the Pacific Premier special meeting. In the event that a quorum is not present at the Pacific Premier special meeting, it is expected that the Pacific Premier special meeting will be adjourned or postponed.

Abstentions are considered present for the purpose of establishing a quorum.

 

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Under the Pacific Premier bylaws, the chairman of the meeting or holders of a majority of the shares of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting, present in person, or by proxy, whether or not a quorum, may adjourn the meeting to a different time, date, or place.

At the Pacific Premier special meeting, each share of Pacific Premier common stock is entitled to one vote on all matters properly submitted to Pacific Premier stockholders.

As of the close of business on the record date, Pacific Premier directors and executive officers and their affiliates owned and were entitled to vote approximately 2,199,848 shares of Pacific Premier common stock, representing less than 3% of the outstanding shares of Pacific Premier common stock. We currently expect that Pacific Premier’s directors and executive officers will vote their shares in favor of the Pacific Premier merger proposal, the Pacific Premier compensation proposal and the Pacific Premier adjournment proposal, although none of them has entered into any agreements obligating them to do so.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Pacific Premier special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Pacific Premier special meeting. If your bank, broker, trustee or other nominee holds your shares of Pacific Premier common stock in “street name,” such entity will vote your shares of Pacific Premier common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Vote Required; Treatment of Abstentions, Broker Non-Votes and Failure to Vote

Pacific Premier merger proposal:

Vote required: Approval of the Pacific Premier merger proposal requires the affirmative vote of a majority of the outstanding shares of Pacific Premier common stock entitled to vote on the merger agreement. Approval of the Pacific Premier merger proposal is a condition to the completion of the merger.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the Pacific Premier special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have the same effect as a vote cast “AGAINST” the Pacific Premier merger proposal. If you are not present at the Pacific Premier special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have the same effect as a vote cast “AGAINST” the Pacific Premier merger proposal.

Pacific Premier compensation proposal:

Vote required: Approval of the Pacific Premier compensation proposal requires the affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting. Approval of the Pacific Premier compensation proposal is not a condition to the completion of the mergers.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the Pacific Premier special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on such

 

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proposal. If you are not present at the Pacific Premier special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on such proposal.

Pacific Premier adjournment proposal:

Vote required: Whether or not a quorum will be present at the meeting, approval of the Pacific Premier adjournment proposal requires the affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting. Approval of the Pacific Premier adjournment proposal is not a condition to the completion of the mergers.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the Pacific Premier special meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” it will have no effect on such proposal. If you are not present at the Pacific Premier special meeting and do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable and as may be required, it will have no effect on such proposal.

Attending the Virtual Special Meeting

The Pacific Premier special meeting may be accessed via the Pacific Premier special meeting website, where Pacific Premier stockholders will be able to listen to the Pacific Premier special meeting, submit questions and vote online. You are entitled to attend the Pacific Premier special meeting via the Pacific Premier special meeting website only if you were a record holder at the close of business on the record date or you held your shares of Pacific Premier common stock beneficially in the name of a bank, broker, trustee or other nominee as of the record date, or you hold a valid proxy for the Pacific Premier special meeting.

If you are a record holder, you will be able to attend the Pacific Premier special meeting online, ask questions and vote during the meeting by visiting http://www.virtualshareholdermeeting.com/PPBI2025SM and following the instructions. Please have your 16-digit control number, which can be found on your proxy card, notice or email previously received, to access the Pacific Premier special meeting. If you are a beneficial owner, you also will be able to attend the Pacific Premier special meeting online, ask questions and vote during the Pacific Premier special meeting by visiting http://www.virtualshareholdermeeting.com/PPBI2025SM and following the instructions. Please have your 16-digit control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the Pacific Premier special meeting to ensure you have access. See the section entitled “—Shares Held in Street Name” below for further information.

Proxies

A Pacific Premier stockholder may vote by proxy or at the Pacific Premier special meeting via the Pacific Premier special meeting website. If you hold your shares of Pacific Premier common stock in your name as a record holder, to submit a proxy, you, as a Pacific Premier stockholder, may use one of the following methods:

 

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by telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions;

 

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via the internet: by visiting the website indicated on the accompanying proxy card and following the instructions; or

 

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by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

If you intend to submit your proxy by telephone or via the internet, you must do so by 8:59 p.m. Pacific Time, on the day before the Pacific Premier special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Pacific Premier special meeting.

 

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Pacific Premier requests that Pacific Premier stockholders vote as soon as possible by telephone, via the internet or by completing and signing the accompanying proxy card and returning it to Pacific Premier in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Pacific Premier common stock represented by it will be voted at the Pacific Premier special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Pacific Premier merger proposal, “FOR” the Pacific Premier compensation proposal and “FOR” the Pacific Premier adjournment proposal.

If you are a beneficial owner, you should check the instructions provided by your broker, bank, trustee or other nominee to determine whether you may vote by telephone or via the internet.

Shares Held in Street Name

If you do not attend the Pacific Premier special meeting and wish to vote, you must instruct your bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee. You may not vote shares held in “street name” by returning a proxy card directly to Pacific Premier.

Further, banks, brokers, trustees or other nominees who hold shares on behalf of their customers may not give a proxy to Pacific Premier to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Pacific Premier special meeting, including the Pacific Premier merger proposal, the Pacific Premier compensation proposal and the Pacific Premier adjournment proposal.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the Pacific Premier special meeting virtually via the Pacific Premier special meeting website. Sending in your proxy card or voting by telephone or via the internet will not prevent you from voting your shares personally via the Pacific Premier special meeting website at the Pacific Premier special meeting because you may subsequently revoke your proxy. See the section entitled “—Revocability of Proxies” below for further information.

Revocability of Proxies

If you directly hold shares of Pacific Premier common stock in your name as a record holder, you can change your proxy vote at any time before your proxy is voted at the Pacific Premier special meeting. You can do this by:

 

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submitting a written statement that you would like to revoke your proxy to the corporate secretary of Pacific Premier, whose mailing address is 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614;

 

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signing and returning a proxy card that is dated and received on a later date;

 

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attending the Pacific Premier special meeting virtually and voting at the Pacific Premier special meeting via the Pacific Premier special meeting website; or

 

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voting by telephone or the internet at a later time, before 8:59 p.m. Pacific Time, on the day before the Pacific Premier special meeting.

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

 

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contacting your bank, broker, trustee or other nominee; or

 

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attending the Pacific Premier special meeting virtually and voting your shares via the Pacific Premier special meeting website if you have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee. Please contact your bank, broker, trustee or other nominee for further instructions.

Attendance virtually at the Pacific Premier special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Pacific Premier after the vote will not affect the vote at the Pacific Premier special meeting. If the Pacific Premier special meeting is postponed or adjourned, it will not affect the ability of Pacific Premier stockholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to Pacific Premier stockholders residing at the same address, unless such Pacific Premier stockholders have notified Pacific Premier of their desire to receive multiple copies of the joint proxy statement/prospectus.

Pacific Premier will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Pacific Premier stockholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Pacific Premier’s proxy solicitor, D.F. King & Co., by calling toll-free at (800) 249-7148, or for banks and brokers, by email at ppbi@dfking.com.

Solicitation of Proxies

Columbia and Pacific Premier will share equally the expenses incurred in connection with the printing and mailing of this joint proxy statement/prospectus. To assist in the solicitation of proxies, Pacific Premier has retained D.F. King & Co., for a fee of $17,500 plus reimbursement of certain costs and expenses incurred in connection with the solicitation. Pacific Premier and its proxy solicitor may also request banks, brokers, trustees and other intermediaries holding shares of Pacific Premier common stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Pacific Premier. No additional compensation will be paid to Pacific Premier’s directors, officers or employees for solicitation.

You should not send in any Pacific Premier stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to Pacific Premier stockholders as soon as practicable after completion of the mergers.

Other Matters to Come Before the Pacific Premier Special Meeting

Pacific Premier management knows of no other business to be presented at the Pacific Premier special meeting, but if any other matters are properly presented at the meeting or any adjournments or postponements thereof, the persons named in the proxies will vote upon them in accordance with the Pacific Premier board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding Pacific Premier’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Pacific Premier’s Investor Relations Department by telephone at (949) 864-8000 or by email at IRinfo@ppbi.com or Pacific Premier’s proxy solicitor, D.F. King & Co., by calling toll-free at (800) 249-7148, or for banks and brokers, by email at ppbi@dfking.com.

 

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PACIFIC PREMIER PROPOSALS

PROPOSAL 1: PACIFIC PREMIER MERGER PROPOSAL

Pursuant to the merger agreement, Pacific Premier is asking Pacific Premier stockholders to adopt the merger agreement and the transactions contemplated thereby. Pacific Premier stockholders should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Pacific Premier board of directors, by a unanimous vote, (i) adopted and approved the merger agreement and the transactions contemplated thereby, (ii) determined that the merger agreement and the transactions contemplated thereby, including the mergers, are advisable and fair to and in the best interests of Pacific Premier and Pacific Premier stockholders, and (iii) declared that it is advisable to enter into the merger agreement.

The approval of the Pacific Premier merger proposal by Pacific Premier stockholders is a condition to the completion of the merger.

PROPOSAL 2: PACIFIC PREMIER COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Pacific Premier is seeking a non-binding, advisory stockholder approval of the compensation of Pacific Premier’s named executive officers that is based on or otherwise relates to the mergers as disclosed in the section entitled “The Mergers—Interests of Certain Pacific Premier Directors and Executive Officers in the Mergers—Quantification of Potential Payments and Benefits to Pacific Premier’s Named Executive Officers” beginning on page 103. The proposal gives Pacific Premier stockholders the opportunity to vote, on a non-binding, advisory basis, on the merger-related compensation that may be paid or become payable to Pacific Premier’s named executive officers.

The Pacific Premier board of directors encourages you to review carefully the named executive officer merger-related compensation information disclosed in this joint proxy statement/prospectus, and, accordingly, is asking Pacific Premier stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Pacific Premier named executive officers, in connection with the mergers, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Mergers—Interests of Certain Pacific Premier Directors and Executive Officers in the Mergers—Quantification of Potential Payments and Benefits to Pacific Premier’s Named Executive Officers” is hereby APPROVED.”

The vote on the Pacific Premier compensation proposal is a vote separate and apart from the votes on the Pacific Premier merger proposal and the Pacific Premier adjournment proposal. Accordingly, if you are a Pacific Premier stockholder, you may vote to approve the Pacific Premier merger proposal and/or the Pacific Premier adjournment proposal and vote not to approve the Pacific Premier compensation proposal, and vice versa. The approval of the Pacific Premier compensation proposal by Pacific Premier stockholders is not a condition to the completion of the merger. Because the vote on the Pacific Premier compensation proposal is advisory only, it will not affect the obligation of Pacific Premier or Columbia to pay or provide the compensation contemplated by the compensation agreements and arrangements. Accordingly, if the merger is completed, the merger-related compensation will be paid to Pacific Premier’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Pacific Premier stockholders fail to approve the advisory vote regarding merger-related compensation.

The Pacific Premier board of directors unanimously recommends a vote “FOR” the Pacific Premier compensation proposal.

 

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PROPOSAL 3: PACIFIC PREMIER ADJOURNMENT PROPOSAL

The Pacific Premier special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Pacific Premier special meeting to approve the Pacific Premier merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Pacific Premier stockholders.

If, at the Pacific Premier special meeting, the number of shares of Pacific Premier common stock present virtually or represented and voting in favor of the Pacific Premier merger proposal is insufficient to approve the Pacific Premier merger proposal, Pacific Premier intends to move to adjourn the Pacific Premier special meeting in order to enable the Pacific Premier board of directors to solicit additional proxies for approval of the Pacific Premier merger proposal. In that event, Pacific Premier will ask Pacific Premier stockholders to vote upon the Pacific Premier adjournment proposal, but not the Pacific Premier merger proposal or the Pacific Premier compensation proposal.

In this proposal, Pacific Premier is asking Pacific Premier stockholders to authorize the holder of any proxy solicited by the Pacific Premier board of directors, on a discretionary basis, to vote in favor of adjourning the Pacific Premier special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Pacific Premier stockholders who have previously voted, if a quorum is not present, or if there are insufficient votes at the time of the Pacific Premier special meeting to approve the Pacific Premier merger proposal or if necessary or appropriate to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Pacific Premier common stock. Pursuant to the Pacific Premier bylaws, the Pacific Premier special meeting may be adjourned without further notice being given if the new time, date, and place is announced at the meeting prior to adjournment and the date is set 30 days or less from the date of the original meeting.

The approval of the Pacific Premier adjournment proposal by Pacific Premier stockholders is not a condition to the completion of the merger.

The Pacific Premier board of directors unanimously recommends a vote “FOR” the Pacific Premier adjournment proposal.

 

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INFORMATION ABOUT THE COMPANIES

Columbia Banking System, Inc.

1301 A Street

Tacoma, Washington 98402

(253) 305-1900

Headquartered in Tacoma, Washington, Columbia is a bank holding company that has elected to be treated as a financial holding company and the holding company of Umpqua Bank, an Oregon state-chartered full service commercial bank. As of March 31, 2025, Columbia had 296 banking offices, including 102 branches in Washington State, 103 branches in Oregon, 60 branches in California, 24 branches in Idaho, 3 branches in Nevada, 2 branches in Arizona, 1 branch in Colorado and 1 branch in Utah. As of March 31, 2025, Columbia had total assets of approximately $51.5 billion, total loans and leases of approximately $37.6 billion, total deposits of approximately $42.2 billion and approximately $5.2 billion in shareholders’ equity.

Umpqua Bank is the largest bank headquartered in the Northwest and one of the largest banks headquartered in the West with locations in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington. With over $50 billion of assets, Umpqua Bank combines the resources, sophistication, and expertise of a national bank with a commitment to deliver superior, personalized service. The bank supports consumers and businesses through a full suite of services, including retail and commercial banking; Small Business Administration lending; institutional and corporate banking; and equipment leasing. Umpqua Bank customers also have access to comprehensive investment and wealth management expertise, as well as healthcare and private banking through Columbia Wealth Advisors and Columbia Trust Company, a division of Umpqua Bank. In addition, Columbia has announced that it intends to rename Umpqua Bank to “Columbia Bank” in order to align with the name of the holding company and the variety of brands already operated by Umpqua Bank today under the Columbia name.

Shares of Columbia common stock are traded on Nasdaq under the symbol “COLB”.

For more information about Columbia, please visit Columbia’s website at www.columbiabankingsystem.com. The information provided on Columbia’s website (other than the documents incorporated by reference herein) is not part of this joint proxy statement/prospectus and is not incorporated herein by reference. Additional information about Columbia is included in documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 160.

Balboa Merger Sub, Inc.

1301 A Street

Tacoma, Washington 98402

(253) 305-1900

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Columbia. Merger Sub was incorporated for the sole purpose of effecting the merger. Merger Sub will not conduct any activities other than those incidental to its formation, the execution of the merger agreement and the transactions contemplated by the merger agreement. Following the merger, the separate corporate existence of Merger Sub will cease.

 

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Pacific Premier Bancorp, Inc.

17901 Von Karman Avenue, Suite 1200

Irvine, California 92614

(949)-864-8000

Pacific Premier, a Delaware corporation, is the holding company of Pacific Premier Bank, a nationally chartered commercial bank focused on serving small, middle-market, and corporate businesses throughout the western United States in major metropolitan markets in California, Washington, Oregon, Arizona, and Nevada. Founded in 1983, Pacific Premier Bank has grown to become one of the largest banks headquartered in the western region of the United States, with approximately $18 billion in total assets. Pacific Premier Bank provides banking products and services, including deposit accounts, digital banking, and treasury management services, to businesses, professionals, entrepreneurs, real estate investors, and nonprofit organizations. Pacific Premier Bank also offers a wide array of loan products, such as commercial business loans, lines of credit, SBA loans, commercial real estate loans, agribusiness loans, franchise lending, home equity lines of credit, and construction loans. Pacific Premier Bank offers commercial escrow services and facilitates 1031 Exchange transactions through its Commerce Escrow division. Pacific Premier Bank offers clients IRA custodial services through its Pacific Premier Trust division, which has over $18 billion of assets under custody and close to 31,000 client accounts comprised of self-directed investors, financial institutions, capital syndicators, and financial advisors. Additionally, Pacific Premier Bank provides nationwide customized banking solutions to Homeowners’ Associations and Property Management companies. Pacific Premier Bank is an Equal Housing Lender and Member FDIC.

Pacific Premier common stock is traded on NASDAQ under the symbol “PPBI.”

For more information about Pacific Premier, please visit Pacific Premier’s website at www.ppbi.com. The information provided on Pacific Premier’s website (other than the documents incorporated by reference herein) is not part of this joint proxy statement/prospectus and is not incorporated herein by reference. Additional information about Pacific Premier is included in documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 160.

 

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THE MERGERS

This section of the joint proxy statement/prospectus describes material aspects of the mergers. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the mergers. In addition, we incorporate important business and financial information about each of Columbia and Pacific Premier into this document by reference. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 160.

Terms of the Mergers

Each of Columbia’s and Pacific Premier’s respective board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the mergers. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Pacific Premier, with Pacific Premier as the surviving corporation, which is referred to as the merger. Immediately following the merger, Pacific Premier will merge with and into Columbia, with Columbia as the surviving entity, which is referred to as the second step merger. Following the completion of the mergers, Pacific Premier Bank will merge with and into Umpqua Bank, with Umpqua Bank as the surviving bank, which is referred to as the bank merger.

Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each share of Pacific Premier common stock issued and outstanding immediately prior to the effective time (other than certain shares held by Pacific Premier as treasury stock or owned by Pacific Premier, Columbia or their respective wholly owned subsidiaries, subject to certain exceptions set forth in the merger agreement) will be converted into the right to receive 0.9150 of a share of Columbia common stock. Pacific Premier stockholders who would otherwise be entitled to a fraction of a share of Columbia common stock in the merger will instead receive, in lieu of the fraction of a share, an amount in cash (rounded to the nearest cent) based on the Columbia closing share value.

Columbia shareholders are being asked to approve the Columbia share issuance proposal and Pacific Premier stockholders are being asked to approve the Pacific Premier merger proposal. See the section entitled “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the mergers, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Mergers

The management and boards of directors of each of Columbia and Pacific Premier frequently review their respective business strategies and objectives, including strategic opportunities and challenges, and have considered various strategic options potentially available to them, in each case with the goal of enhancing long-term value for their respective shareholders or stockholders, as applicable, and delivering the best possible services to their respective customers, employees and communities. These strategic reviews have focused on, among other things, the business and regulatory environments facing financial institutions generally, and Columbia and Pacific Premier in particular, as well as conditions and trends in the financial services industry.

As part of Pacific Premier’s strategic planning activities and analyses, the Pacific Premier board of directors periodically discusses, among other things, Pacific Premier’s strategic goals and related plans to remain a top-performing stand-alone institution among its peers and a premier commercial banking franchise in the western United States. As part of these discussions, the Pacific Premier board of directors, with periodic support from representatives of outside financial advisory firms, including representatives of KBW, has reviewed developments in the financial services industry and macroeconomic trends. The Pacific Premier board of

 

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directors also considered, among other things, the importance of scale, the required investments in technology and human capital, its compliance and enterprise risk management framework in light of Pacific Premier’s strategic goals, the dynamic competitive landscape and the regulatory environment, strategic alternatives and potential acquisition or business combination opportunities. In connection with these strategic planning activities, members of Pacific Premier’s management have periodically engaged in high-level, exploratory discussions with representatives of other financial institutions relating to potential strategic business combination opportunities, and regularly updated the Pacific Premier board of directors on these discussions. Each of these periodic discussions was inconclusive and did not advance to the discussion of any material terms.

As part of Columbia’s strategic planning activities and analyses, the Columbia board of directors periodically discusses, among other things, Columbia’s strategic goals, including the strategic goal to be the premier business bank throughout the western United States. As part of these discussions, the Columbia board of directors, with the support on certain occasions of outside financial advisors, reviewed developments in the financial services industry and macroeconomic trends, and considered, among other things, the importance of scale and the required investments in technology and human capital required to meet Columbia’s strategic goals given the competitive landscape. Historically, Columbia had supplemented its organic growth by regularly pursuing acquisitions and other business combinations as a means to achieve its strategic goals. In February of 2023 it completed its merger (the “Umpqua merger”) with Umpqua Holdings Corporation (“Umpqua”). Following the closing of the Umpqua merger, Columbia principally focused on a successful integration of Columbia’s and Umpqua’s businesses, management teams, operations and employees. By the end of the third quarter of 2024 the Umpqua merger integration work was nearing completion and the Columbia board of directors joined management for an annual planning session to review Columbia’s strategic goals and the competitive landscape, including how a strategic transaction with the right partner could be beneficial for Columbia and its shareholders. The Columbia board of directors and management was generally of the view, based on the status of the Umpqua merger integration, that Columbia would be in a position to undertake a strategic transaction in the near-term if the right opportunity presented itself. In addition, investors routinely inquired if Columbia was considering additional strategic transactions in light of the completion of the Umpqua merger.

Beginning in 2023, Steven R. Gardner, Chairman, President and Chief Executive Officer of Pacific Premier, occasionally communicated with Clint E. Stein, President and Chief Executive Officer of Columbia, on an informal basis, regarding the financial services industry and market trends, including the ongoing consolidation in the banking industry, the prevailing operating and regulatory environments, the market conditions in the areas where Columbia and Pacific Premier operate, and the performance of their respective organizations. Although Messrs. Gardner and Stein had periodic discussions over the course of 2023 and 2024, the discussions never progressed to a discussion of a potential strategic transaction between Columbia and Pacific Premier or the potential framework of any such potential transaction.

As an outgrowth of their prior discussions, Messrs. Gardner and Stein met in person on January 30, 2025 in Vail, Colorado. During this meeting, Messrs. Gardner and Stein continued their discussion of industry trends, including the ongoing consolidation in the banking industry, changes in the competitive and macroeconomic environment, the technology and growth initiatives that Columbia, Pacific Premier and their respective competitors were undertaking, along with the status of Columbia’s integration of the Umpqua merger, and the recent performance of their respective organizations. Messrs. Gardner and Stein also discussed their respective institutions’ cultures and responses to industry trends. Messrs. Gardner and Stein each left the discussion with the belief that the other shared many of the same views about these subjects, that Columbia and Pacific Premier seemingly had compatible corporate values and cultures, and that Messrs. Gardner and Stein should further discuss the possibility of a strategic transaction involving the two companies. On February 1, 2025, Mr. Gardner updated the Pacific Premier board of directors regarding his meeting with Mr. Stein. Board members were supportive of Mr. Gardner’s continued engagement with Mr. Stein with respect to a potential strategic transaction involving Pacific Premier and Columbia.

On February 11, 2025, Messrs. Gardner and Stein again met in person at an industry conference in Boca Raton, Florida. During this meeting, they continued their discussion from January 30, 2025 on the possible benefits of a

 

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potential strategic transaction between Pacific Premier and Columbia. Mr. Stein explained that Columbia’s management and the Columbia board of directors believed that the integration work following the Umpqua merger was substantially complete and that Columbia was positioned to explore a strategic transaction. Mr. Stein indicated an interest in exploring such a strategic transaction with Pacific Premier, if Pacific Premier was interested. Messrs. Gardner and Stein discussed the potential benefits of a strategic transaction involving their two companies, including the complementary nature of their two company’s businesses and geographic footprints, and that such a transaction should be an all-stock transaction, resulting in an investment by both company’s respective shareholder and stockholder bases in the combined company. Messrs. Gardner and Stein concluded the meeting, acknowledging the compelling aspects of a potential strategic transaction and expressing an interest in continuing discussions. Later that day, Columbia and Pacific Premier entered into a mutual confidentiality agreement to facilitate the exchange of due diligence materials. Thereafter, each party made available to the other party and its representatives due diligence materials. Mr. Gardner updated Pacific Premier’s lead independent director, M. Christian Mitchell, and the Pacific Premier board of directors committee chairs regarding his February 11, 2025 meeting with Mr. Stein and Pacific Premier’s entry into a confidentiality agreement with Columbia.

On February 18, 2025, the Pacific Premier board of directors held a regularly scheduled meeting at which members of Pacific Premier’s management and representatives of KBW and Holland & Knight LLP (“Holland & Knight”), Pacific Premier’s outside legal advisor, were present. At the meeting, members of the Pacific Premier board of directors and management and representatives of KBW discussed current industry trends and the mergers and acquisitions environment generally, Columbia as a potential strategic partner, and four other potential strategic partners considered most likely to be interested in a potential strategic transaction with Pacific Premier (three of which had total assets in the $60 billion to $1 trillion range and one of which had total assets in the $10 billion to $60 billion range), and the likelihood that those potential counterparties would be interested in, or able to, execute on a strategic transaction. Representatives of KBW also discussed Pacific Premier’s positioning for the prospective macroeconomic environment, its earnings profile, the strength of its capital, deposit franchise and credit portfolio, and the key risks and opportunities inherent in Pacific Premier’s stand-alone plan. Members of the Pacific Premier board of directors and management, and representatives of KBW also discussed a number of potential balance sheet management strategies and other alternatives that could potentially leverage Pacific Premier’s strong capital, liquidity and asset quality to enhance both earnings power and long-term value for Pacific Premier’s stockholders on a stand-alone basis. Included in these opportunities was the potential transaction with Columbia, which was identified as a strong strategic fit and compelling financial opportunity based on, among other things, the potential to create a premier banking franchise in the western United States driven by the two companies’ complementary geographic and business models, attractive loan and deposit portfolios on a pro forma basis, and, from a financial perspective, the ability to effectively leverage Pacific Premier’s excess capital for the benefit of stockholders through the potential strategic transaction. At the meeting, Mr. Gardner again reviewed with the Pacific Premier board of directors his January 30, 2025 and February 11, 2025 conversations with Mr. Stein, and following discussion, the Pacific Premier board of directors expressed its unanimous support for continuing to explore whether the potential transaction with Columbia could be viable. Mr. Gardner thereafter informed Mr. Stein of the Pacific Premier board of directors’ support for continuing to explore the potential transaction.

On February 19, 2025, the Columbia board of directors held a special meeting at which members of Columbia management and representatives of PSC were present. At the meeting, Mr. Stein informed the Columbia board of directors about his January 30, 2025 and February 11, 2025 conversations with Mr. Gardner. Mr. Stein also noted that, the day prior, the Pacific Premier board of directors had expressed its support for continuing the dialogue exploring the potential transaction. Mr. Stein led the Columbia board of directors in a conversation analyzing the merits of the potential transaction. The Columbia board of directors discussed the benefits and risks associated with the potential transaction, including, other strategic alternatives, the status of the Umpqua merger integration, the extent to which the potential transaction would fit with Columbia’s strategic plan, the combined company’s loan portfolio, the complementary nature of each company’s deposit bases, Columbia’s prior success with acquisitions, and the potential stock market reaction to the potential transaction. Following this discussion, the

 

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Columbia board of directors unanimously expressed its support for continuing to explore the potential transaction with Pacific Premier.

Following these discussions with their respective boards of directors, on February 21, 2025, Messrs. Gardner and Stein spoke about bringing their respective management teams together to meet one another, learn more about each other’s company and begin the due diligence process. Messrs. Gardner and Stein agreed to set meetings for February 27, 2025 in Irvine, California for these purposes.

On February 27, 2025, management team members of Pacific Premier and Columbia held an in-person meeting focused on diligence topics across a number of operational and functional areas in connection with the parties’ respective due diligence investigations. After meeting, Pacific Premier and Columbia confirmed their mutual interest in moving forward with comprehensive mutual due diligence, which continued until the finalization of the transaction.

On March 10, 2025, Messrs. Gardner and Stein met in person at an industry conference in Marina Del Ray, California and continued their conversation regarding the potential transaction. Mr. Gardner and Mr. Stein each expressed the view that Pacific Premier and Columbia had complementary cultures and businesses, and that the potential transaction could present a compelling opportunity for the two companies and their respective shareholders. Additionally, Messrs. Gardner and Stein discussed certain potential impediments to the potential transaction, updated each other on their respective team’s due diligence efforts along with preliminary observations, and considered the possible timeline towards entry into the potential transaction. The discussion did not involve any specific pricing or governance terms; however, Messrs. Gardner and Stein spoke at a general level about possible transaction structures, the importance of compelling financial returns for both company’s respective stockholders and shareholders, continuity of certain members of Pacific Premier’s management to ensure a successful integration following the closing of a potential transaction, and the potential for members of the Pacific Premier board of directors to join the Columbia board of directors.

Also on March 10, 2025, the Columbia board of directors held a special meeting at which members of Columbia management and representatives of PSC were present. At the meeting, representatives of PSC discussed Pacific Premier’s financial position and trends, corporate background and provided a preliminary assessment of the potential transaction, including strategic fit, financial impact, timing and areas of risk. The discussion continued and included valuation considerations, such as Pacific Premier’s capital, loan portfolio composition and credit quality, as well as potential cost savings and the potential pro forma ownership split in the combined company following the potential transaction.

On March 19, 2025, the Columbia board of directors held a special meeting at which members of Columbia management and representatives of PSC and Sullivan & Cromwell LLP (“Sullivan & Cromwell”), Columbia’s legal advisor, were present. At the meeting, members of Columbia management discussed with the Columbia board of directors the strategic elements of the transaction, including the ability to significantly accelerate Columbia’s strategic goal of expanding its Southern California presence, the complementary nature of Pacific Premier’s commercial banking strategy and the opportunity for consumer banking growth. Columbia management provided an update on the status of its due diligence of Pacific Premier. Columbia management also discussed the timelines for realizing synergies, systems conversion and integration as well as the compatibility of Pacific Premier’s compensation practices and philosophy. At the meeting, the representative of Sullivan & Cromwell advised the Columbia board of directors of their fiduciary duties in reviewing the potential transaction. At the conclusion of the meeting, Mr. Stein stated that based on the status of due diligence, it was Columbia management’s recommendation to move forward with the negotiations toward the potential transaction, with the Columbia board of directors to subsequently approve any proposed final terms of the potential transaction. The Columbia board of directors approved Columbia management moving forward with the potential transaction with Pacific Premier.

On March 21, 2025 and March 28, 2025, members of the Columbia board of directors held informational update calls with members of Columbia management and representatives of PSC in order to discuss certain topics related to the potential transaction in greater detail, including additional discussion on the strategic elements and

 

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rationale of the potential transaction, including similarities and differences between the two institutions in certain business lines, pro forma loan portfolio concentrations, expected cost savings and areas of potential revenue synergies.

On March 25, 2025, Messrs. Gardner and Stein met in person in Portland, Oregon, along with Columbia board member Maria Pope. At this meeting, Messrs. Gardner and Stein and Ms. Pope discussed in greater detail their respective institutions, principal lines of business, technology platforms, enterprise risk management policies and practices, and their respective teams’ continued due diligence efforts and observations. Additionally, they discussed Columbia’s and Pacific Premier’s respective corporate governance practices and board culture, and also discussed, on a preliminary basis, Pacific Premier’s representation on Columbia’s board of directors following the consummation of the potential transaction.

Mr. Gardner kept Mr. Mitchell and other Pacific Premier directors, including the Pacific Premier board of directors committee chairs, apprised of the due diligence progress made, and discussions that took place with Mr. Stein and Ms. Pope, following the Pacific Premier board of directors meeting on February 18, 2025. On March 27, 2025, following a joint meeting of Pacific Premier’s Audit and Compensation Committees, representatives of Holland & Knight provided the members of the Pacific Premier board of directors in attendance an update on Pacific Premier’s and Columbia’s due diligence and Holland & Knight’s interactions with Sullivan & Cromwell to date.

On March 29, 2025, Sullivan & Cromwell provided an initial draft of the merger agreement to Holland & Knight. The draft did not include any pricing proposal or proposed exchange ratio. Thereafter and continuing until the merger agreement was executed, the parties and their respective counsel exchanged several drafts of the merger agreement and related transaction documents to be entered into in connection with the potential transaction, and negotiated the terms of the merger agreement and related documents, reflecting ongoing discussions between the parties regarding transaction terms and the mutual due diligence that was being conducted. The parties and their counsel engaged in negotiations with respect to the interim operating covenants to which each party would be subject to during the period from the signing of the merger agreement to the closing of the potential transaction, the scope of the representations and warranties to be provided by each party and the deal protection provisions and amount of the termination fee payable by either party in certain circumstances.

Over the next two weeks, Messrs. Gardner and Stein exchanged several emails and telephone calls, and exchanged certain business, organizational and financial information. Messrs. Gardner and Stein spoke about Mr. Gardner’s views on Pacific Premier’s contributions to the combined company’s business, the strength of Pacific Premier’s capital, liquidity and asset quality, the complementary nature of each organization’s deposit and credit portfolios, as well as the potential benefits of combining Pacific Premier Trust with Columbia’s wealth management offerings and pro forma ownership of Pacific Premier’s stockholders. During this period, Mr. Gardner provided regular updates to Mr. Mitchell, as well as the entire Pacific Premier board of directors. In addition, in light of the recent significant market volatility and emerging economic uncertainty, Mr. Gardner, on behalf of the Pacific Premier board of directors, requested that KBW contact the potential strategic partners (other than Columbia) identified at the February 18, 2025 Pacific Premier board of directors’ meeting and that KBW continue to assist Pacific Premier in considering its prospects on a stand-alone basis.

On April 7, 2025, members of the Columbia board of directors held a further informational update call with members of Columbia management and representatives of PSC. Members of Columbia management provided an update with respect to its due diligence of Pacific Premier, noting that they had not identified any significant issues that could pose an impediment to proceeding with the potential transaction. Mr. Stein detailed the anticipated timeline for the announcement of the potential transaction. The Columbia board of directors also discussed with Columbia management and PSC the current macroeconomic and interest rate environment and the potential risks around entering into a strategic transaction in such an environment. Specifically, there was rising economic uncertainty and financial markets experienced heightened volatility during this period. Columbia’s management considered this shift while continuing to evaluate the potential transaction and conduct due diligence. Columbia management was of the view that economic cycles are inherently volatile and the strategic

 

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opportunity in the potential transaction for Columbia and its shareholders outweighed short-term considerations. Moreover, Columbia management was confident in its ability to navigate and adapt to changing economic conditions due to both its and Pacific Premier’s experience in successfully executing on acquisitions and strategic transactions through various economic conditions, strong risk management frameworks, healthy financial conditions, and robust due diligence efforts. The Columbia board of directors remained supportive of continuing toward execution of the potential transaction and Mr. Stein indicated that he would schedule a further update call for the following week to discuss the status of the negotiations.

On April 8, 2025 representatives of KBW and PSC met to discuss the potential exchange ratio. This was the first discussion between the parties or their representatives regarding the specific pricing terms of the potential transaction. PSC delivered, on behalf of Columbia, a proposal that the exchange ratio be 0.8950 of a share of Columbia common stock for each share of Pacific Premier common stock, corresponding to a pro forma ownership split in the combined company of approximately 71% for Columbia shareholders and 29% for Pacific Premier’s stockholders, and, based on each company’s share price as of the prior trading day’s close, reflected a discount of 1.4% to the trading price of Pacific Premier common stock. Later that day, Mr. Gardner updated Mr. Mitchell with respect to the proposed exchange ratio.

Between April 8, 2025 and April 11, 2025, Messrs. Gardner and Stein exchanged several emails and telephone calls to discuss the assumptions underlying Columbia’s valuation analysis and the initial proposed exchange ratio, as well as the Pacific Premier board of directors’ expectations with respect to the resulting pro forma ownership split in the combined company between Pacific Premier’s stockholders and Columbia’s shareholders. In these discussions Mr. Gardner and representatives of KBW expressed to Mr. Stein and representatives of PSC, Pacific Premier’s position that the 0.8950 exchange ratio was inadequate and that at a minimum any exchange ratio must result in at least 30% pro forma ownership to Pacific Premier stockholders. In relation to these discussions around the pro forma ownership, Messrs. Gardner and Stein also arrived at a preliminary agreement that three (3) former Pacific Premier directors would join the Columbia board of directors upon the closing of the potential transaction, which also included an understanding that Mr. Gardner would be one of those three (3) former Pacific Premier directors. Mr. Gardner kept Mr. Mitchell apprised of these discussions.

On April 11, 2025, the Pacific Premier board of directors held a special meeting at which members of Pacific Premier management, and representatives of KBW and Holland & Knight were present. At the meeting, members of Pacific Premier management reviewed their diligence findings across major functional areas and described their diligence meetings with members of Columbia’s management. Representatives of KBW reviewed with the Pacific Premier board of directors, among other matters, certain financial matters relating to the transaction, including Columbia’s initial proposed exchange ratio. Members of Pacific Premier’s management and the Pacific Premier board of directors, further discussed and, taking into account the Pacific Premier’s management team’s diligence review and KBW’s review of financial matters, evaluated the proposed financial terms and strategic rationale for the potential transaction, including:

 

•

the prospects of creating a $70 billion total asset premier banking franchise with more than 350 branches in the western United States and the potential scarcity value of the pro forma institution;

 

•

the parties’ complementary relationship-based commercial banking models and branch networks, their common history of successful strategic growth, and their shared commitment to customers, employees and the communities they serve;

 

•

the strength of Pacific Premier’s capital, liquidity and asset quality, and the prospects of being able to efficiently deploy Pacific Premier’s excess capital through a potential transaction to improve earnings and create long-term value for Pacific Premier’s stockholders;

 

•

the potential benefits of the scale of the pro forma institution, including potential cost savings;

 

•

market volatility, the recent performance of Pacific Premier’s stock price, and the fact that Pacific Premier’s and Columbia’s stock prices generally traded in parity throughout the recent market volatility; and

 

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•

Pacific Premier’s and Columbia’s respective contribution to various financial metrics of the pro forma institution and the potential pro forma ownership of Pacific Premier’s stockholders.

Representatives of KBW also updated the Pacific Premier board of directors with respect to discussions the KBW representatives had held in accordance with the Pacific Premier board of directors’ directives with three out of the four other selected potential strategic partners (other than Columbia) that had been identified at the February 18, 2025 meeting of the Pacific Premier board of directors. The KBW representatives reported that three of the other four selected potential strategic partners were contacted following the February 18, 2025 meeting, and while each of those three potential strategic partners acknowledged the quality of Pacific Premier’s franchise, they each provided reasons for why they were not in a position to pursue a potential strategic transaction at this time: Potential Strategic Partner A cited an uncertain economic environment and an uncertain regulatory environment for larger bank strategic transactions; Potential Strategic Partner B cited the timing and status of integration efforts related to a recent acquisition; and Potential Strategic Partner C indicated that it would not entertain an all-stock transaction given the then-current valuation of its stock as a result of prevailing market volatility. One of the other selected potential strategic partners was not contacted because it appeared that it was no longer a viable potential strategic partner. The Pacific Premier board of directors considered these responses as the board continued to weigh the strategic and financial attributes of what appeared to be an actionable potential strategic transaction with Columbia, on the one hand, and the prospects of Pacific Premier continuing on a stand-alone basis and exploring a potential strategic transaction in the future, once market volatility subsided and the economic and regulatory outlook became clearer. Following these discussions, the Pacific Premier board of directors directed Pacific Premier management and Pacific Premier’s advisors to continue negotiations with Columbia regarding the terms of the transaction (including the exchange ratio and pro forma ownership split), and the transaction documentation, while at the same time continuing to analyze Pacific Premier’s prospects on a stand-alone basis.

During the period from April 11, 2025 through April 18, 2025, the parties and their financial advisors engaged in further discussions regarding a specific exchange ratio. Mr. Mitchell and Mr. Gardner jointly participated in these discussions on behalf of Pacific Premier’s board of directors to reinforce its views with respect to the exchange ratio and the pro forma ownership of Pacific Premier’s stockholders. Mr. Gardner also continued to update the Pacific Premier board of directors as to the status of these discussions. At the same time, the Pacific Premier board of directors continued to consider a number of potential balance sheet management strategies to leverage Pacific Premier’s strong capital, liquidity and asset quality as a stand-alone institution to enhance earnings power and long-term value for Pacific Premier’s stockholders. Messrs. Gardner and Mitchell communicated these potential strategies to Mr. Stein and the potential implications with respect to Pacific Premier’s future earnings profile as the parties continued their discussions regarding valuation and a specific exchange ratio.

On April 14, 2025, members of the Columbia board of directors held an informational update call with members of Columbia management and representatives of PSC in order to review the current financial model for the transaction and discuss various pricing considerations in connection with the ongoing discussions with Pacific Premier and its representatives regarding the exchange ratio for the potential transaction. The Columbia board of directors was of the view that any agreed exchange ratio should carry no longer than a three (3) -year expected tangible book value dilution earn-back period and that an appropriate pro forma ownership split was not more than 30% for Pacific Premier stockholders and not less than 70% for Columbia shareholders. Potential risks to Columbia’s successful execution on the strategic goals of the potential transaction based on Columbia’s due diligence were also discussed.

On April 18, 2025, Mr. Stein spoke with Messrs. Gardner and Mitchell and in that conversation they reached a preliminary agreement on a proposed exchange ratio of 0.9150 of a share of Columbia common stock for each share of Pacific Premier common stock, which corresponded to an approximate pro forma ownership split in the combined company of 70% for Columbia’s shareholders and 30% for Pacific Premier’s stockholders and based on each company’s share price as of the prior trading day’s close represented a 5.4% premium to the trading price of Pacific Premier common stock. Thereafter, in the days leading up to the execution of the merger

 

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agreement, the parties, with the assistance of their respective advisors, proceeded to finalize negotiation of the merger agreement and the other related transaction documentation.

On April 21, 2025, the Pacific Premier board of directors held a special meeting to analyze and consider further the terms of the potential transaction. Representatives of Pacific Premier management were present and representatives of KBW and Holland & Knight were in attendance. At the meeting, members of Pacific Premier management discussed with the Pacific Premier board of directors the strategic rationale for the transaction and potential benefits and risks of the transaction to Pacific Premier, as well as the results of Pacific Premier’s due diligence investigation of Columbia. Representatives of KBW updated the Pacific Premier board of directors on recent market and industry activity and reviewed financial matters regarding the potential transaction, including the potential pro forma financial impacts of the potential transaction. The Pacific Premier board of directors considered the implications of announcing the potential transaction in light of Pacific Premier’s and Columbia’s recent stock price performance, but concluded that Pacific Premier stockholders were receiving meaningful value by virtue of the fixed exchange ratio and Pacific Premier stockholders’ pro forma ownership in the combined company and the combined company’s future prospects, which was reflective of Pacific Premier’s contribution of strong capital, liquidity and asset quality. Representatives of Holland & Knight then updated the Pacific Premier board of directors on the status of negotiations and reviewed with the Pacific Premier board of directors the terms of the draft merger agreement and related transaction documentation. Representatives of Holland & Knight also discussed the regulatory requirements for approvals of bank and bank holding company transactions, and reviewed the directors’ fiduciary duties in evaluating the potential transaction. The Pacific Premier board of directors evaluated the potential transaction with Columbia as compared to the prospects of Pacific Premier continuing on a stand-alone basis and exploring a potential strategic transaction in the future, once market volatility subsided and the economic and the regulatory outlook became clearer. The Pacific Premier board of directors considered the proposed financial and corporate governance terms of the potential transaction, including Pacific Premier stockholders’ approximately 30% pro forma ownership of the combined company and that three (3) Pacific Premier directors would join the Columbia board of directors upon the closing of the potential transaction, and considered the strategic merits and potential risks and uncertainties for Pacific Premier and its stockholders of not consummating the potential transaction. The Pacific Premier board of directors determined that the potential transaction provided potentially greater benefits to Pacific Premier’s stockholders than remaining a stand-alone entity, and expressed support for the potential transaction and directed Pacific Premier management, with the assistance of Pacific Premier’s advisors, to seek to finalize the terms of the potential transaction.

On April 22, 2025, as part of its regularly scheduled quarterly meetings, the Columbia board of directors held an information session with Columbia management and representatives of PSC and Sullivan & Cromwell in attendance. At the meeting, representatives of PSC provided an overview of various aspects of the potential transaction from a financial perspective based on the exchange ratio that had been preliminarily agreed with Pacific Premier, including the anticipated impact of the potential transaction on certain key metrics, including earnings per share, tangible book value per share, and the related earn-back periods, as well as the pro forma capital levels of Columbia following the potential transaction. Representatives of Sullivan & Cromwell then provided an overview of the current drafts of the transaction documents including the merger agreement and outlined various matters related to the legal and regulatory process. There was then a further discussion of the strategic and financial rationale for the proposed transaction. The Columbia board of directors remained supportive of moving forward with the potential transaction.

On April 23, 2025, the Pacific Premier board of directors held a special meeting to consider the negotiated terms of the proposed transaction between Pacific Premier and Columbia and the entry into the merger agreement by Pacific Premier. Members of Pacific Premier management and representatives of KBW, and Holland & Knight were also in attendance at the meeting. At the meeting, members of Pacific Premier management provided an update on the progress of the negotiations since the prior board meeting. Representatives of KBW reviewed the financial aspects of the proposed transaction, including financial analyses performed by KBW, and KBW rendered to the Pacific Premier board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review

 

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undertaken by KBW as set forth in its written opinion, the exchange ratio in the merger was fair, from a financial point of view, to the holders of Pacific Premier common stock. For more information, see the section entitled “The Mergers—Opinion of Pacific Premier’s Financial Advisor” and Annex C to this joint proxy statement/prospectus. Representatives of Holland & Knight reviewed the fiduciary duties of the directors in connection with their evaluation of the proposed transaction, and summarized the material changes to the proposed final terms of the merger agreement since the April 21, 2025 special meeting of the Pacific Premier board of directors. At the conclusion of the meeting, after careful review and discussion by the Pacific Premier board of directors, including consideration of the factors described below under “The Merger—Pacific Premier’s Reasons for the Merger; Recommendation of the Pacific Premier Board of Directors,” the Pacific Premier board of directors unanimously determined that the merger agreement and the transactions contemplated thereby, including the mergers, are advisable and in the best interests of Pacific Premier and its stockholders and unanimously adopted and approved the merger agreement and the transactions contemplated thereby, including the mergers.

Also on April 23, 2025, the Columbia board of directors held its regularly scheduled quarterly board meeting at which members of management and representatives of PSC and Sullivan & Cromwell were present. At this meeting, the Columbia board of directors further considered the negotiated terms of the proposed transaction and the entry into the merger agreement by Columbia. At the meeting, members of Columbia management provided an update on the progress of the negotiations since the prior board meeting, noting that the negotiations toward the potential transaction were substantially complete. Representatives of Sullivan & Cromwell once again addressed the terms of the transaction documents including the draft merger agreement. Representatives of PSC reviewed the financial aspects of the potential transaction, including the financial analyses performed by PSC, and rendered to the Columbia board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by PSC as set forth in its written opinion, the exchange ratio in the merger was fair to Columbia from a financial point of view. For more information, see the section entitled “The Mergers—Opinion of Columbia’s Financial Advisor” and Annex B to this joint proxy statement/prospectus. At the conclusion of the meeting, after careful review and discussion by the Columbia board of directors, including consideration of the factors described below under “The Mergers—Columbia’s Reasons for the Merger; Recommendation of the Columbia Board of Directors,” the Columbia board of directors unanimously determined that the merger agreement and the transactions contemplated thereby, including the mergers and the Columbia share issuance, are advisable and fair to and in the best interests Columbia and its shareholders and unanimously approved and adopted the merger agreement and the transactions contemplated thereby, including the mergers and the Columbia share issuance.

Following the meetings of the Columbia board of directors and the Pacific Premier board of directors on April 23, 2025, Columbia and Pacific Premier executed the merger agreement during the afternoon of April 23, 2025 and thereafter following the closing of the financial markets in New York announced the transaction in a press release jointly issued by Columbia and Pacific Premier.

Columbia’s Reasons for the Mergers; Recommendation of the Columbia Board of Directors

After careful consideration, the Columbia board of directors, at a meeting held on April 23, 2025, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the mergers and the Columbia share issuance, are advisable and fair to and in the best interests of Columbia and its shareholders and (ii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the mergers and the Columbia share issuance.

In reaching this decision, the Columbia board of directors evaluated the merger agreement, the mergers and the other matters contemplated by the merger agreement in consultation with Columbia’s senior management, as well as with Columbia’s legal and financial advisors, and considered a number of factors, including the following principal factors:

 

•

each of Columbia’s and Pacific Premier’s business, operations, financial condition (including capital levels), asset quality, earnings, markets and prospects;

 

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•

the strategic rationale for the mergers as a method of expanding Columbia’s footprint in the Southern California market, accelerating Columbia’s plans for expansion in the area by approximately 10 years and creating a premier commercial banking franchise in the western United States operating a branch network of more than 350 branches throughout the western United States;

 

•

the complementary nature of the companies’ cultures, including relationship-based banking models engineered to deliver products and services to businesses of all sizes, a strong commitment to community prosperity, and the belief that this alignment would facilitate the successful integration and implementation of the mergers;

 

•

the benefits and opportunities the addition of many of Pacific Premier’s business lines and areas of expertise will bring to Columbia, including API banking solutions, custodial trust services, escrow and 1031 exchange solutions, and HOA banking, all of which will improve the ability of Columbia to attract and retain customers and talent following the mergers and the opportunity to bring Columbia’s larger suite of consumer banking products to Pacific Premier’s customers;

 

•

the anticipated pro forma financial impact of the mergers on Columbia, including a positive impact on earnings and profitability resulting in a rapid recovery of any tangible book value dilution, and continued strength in asset quality, liquidity and regulatory capital levels;

 

•

pro forma capital levels that will not require Columbia to raise any additional capital in connection with the mergers and mark-to-market treatment of acquired assets that allows for increased balance sheet restructuring flexibility;

 

•

even with fairly modest branch consolidations, the expectation of cost synergies resulting from the mergers will enable, among other things, increased investments in bankers, technology and innovation to better manage risk and improve customer offerings and service;

 

•

the expectation that the mergers will offer the opportunity for potentially significant revenue synergies across multiple business lines combined with the fact that such revenue synergies were identified but not included in the financial analysis;

 

•

that upon consummation of the mergers, Columbia would have approximately $69 billion in total assets, approximately $57 billion in deposits and approximately $51 billion in loans in light of the current and prospective economic and regulatory environment in the financial services industry driving the need for additional scale to remain competitive, including the accelerating pace of technological change, operating costs, and increasing competition from both banks and non-bank financial and financial technology firms;

 

•

its review and discussions with Columbia’s senior management concerning Columbia’s due diligence examination of, among other areas, the operations, financial condition, enterprise risk management and regulatory compliance programs and prospects of Pacific Premier;

 

•

the fact that Mr. Stein would continue to serve as the President and Chief Executive Officer of Columbia and as Chief Executive Officer of Umpqua Bank, exercising continued leadership and direction over the organization and its management team;

 

•

the fact that following the mergers, the Columbia board of directors will include all of the members of the Columbia board of directors as of immediately prior to the effective time, combined with the fact that the merger agreement provides that, at the effective time, the Columbia board of directors will include three former Pacific Premier directors, which the Columbia board of directors believed would enhance the likelihood that the strategic benefits of the mergers would be realized;

 

•

its understanding that Columbia shareholders would own approximately 70% of Columbia’s common stock following the mergers;

 

•

the fact that the exchange ratio is fixed, with no adjustment in the merger consideration to be received by Pacific Premier stockholders as a result of possible increases or decreases in the trading price of Pacific Premier or Columbia stock following the announcement of the mergers, which the Columbia

 

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board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

 

•

the opinion, dated April 23, 2025, of PSC to the Columbia board of directors as to the fairness, as of the date of the opinion, of the exchange ratio to Columbia from a financial point of view, as more fully described below under “The Mergers—Opinion of Columbia’s Financial Advisor”;

 

•

its review with Sullivan & Cromwell, Columbia’s outside legal counsel of the material terms of the merger agreement, including the representations, covenants, deal protection and termination provisions;

 

•

the fact that Columbia shareholders will have the opportunity to vote to approve the Columbia share issuance proposal; and

 

•

both Columbia’s and Pacific Premier’s past records of successfully integrating many acquisitions and strategic transactions and of realizing expected financial and other benefits of such acquisitions and strategic transactions and the strength of Columbia’s management and infrastructure to successfully complete the integration process.

The Columbia board of directors also considered the potential risks related to the transaction. The Columbia board of directors concluded that the anticipated benefits of combining with Pacific Premier were likely to outweigh these risks substantially. These potential risks included:

 

•

the possibility that the anticipated benefits of the mergers will not be realized when expected or at all, including as a result of the impact of, or difficulties arising from, the integration of Pacific Premier into Columbia’s operations or as a result of the strength of the economy, general market conditions and competitive factors in the areas where Columbia and Pacific Premier operate businesses;

 

•

the costs to be incurred in connection with the mergers and the integration of Pacific Premier’s business into Columbia and the possibility that the transaction and the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

 

•

the possibility that the anticipated pro forma impact of the merger on Columbia will not be realized when expected or at all as a result of unexpected changes in financial market or economic conditions, including as a result of sustained market volatility or significant changes in interest rates;

 

•

the possibility of encountering difficulties in achieving anticipated cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;

 

•

the possibility of encountering difficulties in successfully integrating the businesses, operations and workforces of Pacific Premier with those of Columbia;

 

•

the restrictions on the conduct of Columbia’s business during the period between execution of the merger agreement and the effective time, which could potentially delay or prevent Columbia from undertaking business opportunities that might arise or certain other actions it might otherwise take with respect to its operations absent the pendency of the mergers;

 

•

the risk of losing key Columbia or Pacific Premier employees during the pendency of the mergers and following completion of the mergers;

 

•

the possible diversion of management focus and resources from the operation of Columbia’s business while working to implement the transaction and integrate Pacific Premier with Columbia;

 

•

the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of Columbia common stock or Pacific Premier common stock, the value of the shares of Columbia common stock to be issued to Pacific Premier stockholders at the effective time could be significantly more than the value of such shares immediately prior to the announcement of the parties’ entry into the merger agreement;

 

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•

the risk that the regulatory and other approvals required in connection with the mergers may not be received in a timely manner or at all or may impose conditions that may adversely affect the anticipated operations, synergies and financial results of Columbia following the completion of the mergers;

 

•

the ownership dilution caused by Columbia’s issuance of additional shares of common stock in connection with the merger;

 

•

the potential for legal claims challenging the mergers; and

 

•

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by the Columbia board of directors is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the Columbia board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board considered all these factors as a whole, and overall considered the factors to support its determination.

It should be noted that this explanation of the reasoning of the Columbia board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the future factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Columbia board of directors unanimously recommends that the holders of Columbia common stock vote “FOR” the Columbia share issuance proposal and “FOR” the Columbia adjournment proposal.

Pacific Premier’s Reasons for the Mergers; Recommendation of the Pacific Premier Board of Directors

The Pacific Premier board of directors believes that the mergers present a strategic opportunity to enhance value for Pacific Premier stockholders through a combination with the complementary business of Columbia. In reaching its decision to adopt and approve the merger agreement and the transactions contemplated thereby, including the mergers, and to recommend that Pacific Premier stockholders approve the merger agreement and the transactions contemplated thereby, the Pacific Premier board of directors reviewed and discussed with Pacific Premier’s management and with Pacific Premier’s financial and legal advisors the terms of the merger agreement and the transactions contemplated thereby, and considered a number of factors, including the following:

 

•

each of Pacific Premier’s, Columbia’s and the combined company’s business, operations, financial condition (including capital levels), asset quality, earnings, and prospects, and the Pacific Premier board of directors’ belief that Columbia’s earnings and prospects, and the synergies and other financial and operational benefits potentially available in the mergers, would create the opportunity for the combined company to have superior future earnings and prospects compared to Pacific Premier’s earnings and prospects on a stand-alone basis;

 

•

upon consummation of the mergers, the combined company would have approximately $57 billion in deposits, approximately $51 billion in loans, and approximately $69 billion in total assets and continued strength in asset quality, liquidity and regulatory capital levels;

 

•

the combined company would have additional scale, capital resources, liquidity and earnings profile to be able to make strategically important investments, including investments in technology, in order to deliver enhanced offerings for customers of the combined company, and to continue to invest in the combined company’s compliance and enterprise risk management frameworks to position the combined company to be able to safely and soundly operate a competitive, compelling, diversified banking franchise;

 

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•

Pacific Premier and Columbia each emphasize relationship-based banking models supported by cultures with compatible core values to deliver traditional commercial banking products and services to small-and-medium sized businesses;

 

•

Pacific Premier and Columbia have complementary branch networks across eight western states with minimal overlap, and Pacific Premier customers would gain access to a larger combined network of more than 350 branches throughout the western United States;

 

•

Pacific Premier and Columbia have a history of prudently and proactively managing capital, liquidity and credit risk, and Pacific Premier’s peer-leading capital and asset quality would further enhance Columbia’s strong capital and asset quality profile, creating an opportunity for the combined company to reduce higher-cost wholesale funding;

 

•

Pacific Premier and Columbia have a shared commitment to customers, employees and the communities they serve;

 

•

Pacific Premier’s and Columbia’s management teams have significant experience in identifying, executing on, and integrating prudent, accretive strategic growth opportunities;

 

•

the anticipated pro forma financial impact of the mergers on the combined company, including potential tangible book value accretion, as well as positive impact on earnings, return on equity, asset quality, liquidity and regulatory capital levels, and the fact that Columbia would not need to raise capital in connection with the proposed transaction;

 

•

Pacific Premier’s and Columbia’s shared views regarding the best approach to combining and integrating the two companies, structured to maximize the potential for synergies and positive impact to local communities and minimize the loss of customers and employees and to further diversify the combined company’s operating risk profile compared to the risk profile of either company on a stand-alone basis;

 

•

the structure of the merger consideration as payable in shares of Columbia common stock, which will allow Pacific Premier stockholders to effectively invest in the combined company as approximately 30% owners on a pro forma basis and to participate in the future performance of the combined company’s business and synergies resulting from the merger, including an expanded geographic footprint and an expansion and diversification of operations, product lines and delivery systems;

 

•

Pacific Premier’s and Columbia’s respective contribution to various financial metrics of the combined company and that Pacific Premier’s stockholders would own approximately 30% of the combined company’s outstanding common shares;

 

•

the exchange ratio in relation to the respective financial and growth profiles of Pacific Premier and Columbia and the fact that the exchange ratio is fixed, which the Pacific Premier board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

 

•

the fact that (i) Mr. Gardner would serve as a member of the Columbia board of directors and (ii) Mr. Stein would continue to serve as the President and Chief Executive Officer of Columbia and as Chief Executive Officer of Umpqua Bank, and the provisions of the merger agreement setting forth the corporate governance of the combined company, including the composition of the Columbia board of directors, which will include three Pacific Premier directors, which the Pacific Premier board of directors believed would enhance the likelihood that the strategic benefits of the mergers would be realized;

 

•

its understanding of the current and prospective environment in which Pacific Premier and Columbia operate, including national, regional and local economic conditions, the interest rate environment, the accelerating pace of technological change in the banking industry, increased operating costs resulting from regulatory and compliance mandates and other economic factors and the benefits of scale in

 

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absorbing these increased operating costs, the competitive environment for financial institutions generally, and the likely effect of these factors on Pacific Premier both with and without the mergers;

 

•

its review and discussions with Pacific Premier’s management and advisors concerning Pacific Premier’s due diligence examination of Columbia, including its operations, financial condition, loan portfolio, and legal and regulatory compliance programs and prospects;

 

•

the expected treatment of the mergers as a “reorganization” for U.S. federal income tax purposes;

 

•

the anticipated impact of the mergers on Pacific Premier’s employees, including the creation of new opportunities for growth and a more diverse set of paths to leadership roles in the larger combined organization;

 

•

the opinion, dated April 23, 2025, of KBW to the Pacific Premier board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Pacific Premier common stock of the exchange ratio, as more fully described below in the section “The Mergers—Opinion of Pacific Premier’s Financial Advisor”;

 

•

the ability of Pacific Premier under the terms of the merger agreement to negotiate with third parties concerning certain unsolicited competing acquisition proposals if Pacific Premier were to receive such a proposal prior to the adoption and approval of the merger agreement by Pacific Premier stockholders; and

 

•

its review with Pacific Premier’s outside legal advisor, Holland & Knight, of the terms of the merger agreement and the related transaction documents, including the representations and warranties, covenants, deal protection and termination provisions, tax treatment, closing conditions and post-closing governance arrangements.

The Pacific Premier board of directors also considered potential risks related to the mergers but concluded that the anticipated benefits of the mergers were likely to outweigh these risks. These potential risks include:

 

•

the regulatory and other approvals required in connection with the mergers, consideration of the relevant factors assessed by the regulators for the approvals and the parties’ evaluation of those factors, and the risk that such regulatory approvals may not be received in a timely manner or at all or may impose unacceptable conditions;

 

•

the risk that the mergers may not be completed despite the combined efforts of Pacific Premier and Columbia or that completion of the mergers may be unduly delayed, including as a result of factors outside either party’s control;

 

•

the possibility of encountering difficulties in achieving anticipated synergies and cost savings in the amounts estimated or in the time frame contemplated;

 

•

the possibility of encountering difficulties in successfully integrating Pacific Premier’s and Columbia’s business, operations and workforce;

 

•

the potential effect of the mergers on Pacific Premier’s overall business, including its relationships with customers, employees, suppliers and regulators;

 

•

the risk of losing key Pacific Premier or Columbia employees during the pendency of the mergers and thereafter;

 

•

the fixed exchange ratio component of the merger consideration, which will not adjust to compensate for potential declines in the price of Columbia common stock prior to the completion of the mergers;

 

•

certain anticipated merger-related costs, which could also be higher than expected, and the fact that Pacific Premier expects to incur a number of non-recurring costs in connection with the mergers even if the mergers are not ultimately completed;

 

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•

the possible diversion of management attention and resources from the operation of Pacific Premier’s business or other strategic opportunities towards the completion of the mergers;

 

•

the fact that the merger agreement places certain restrictions on the conduct of Pacific Premier’s business prior to the completion of the mergers, which could potentially delay or prevent Pacific Premier from undertaking business opportunities that might arise or certain other actions it might otherwise take with respect to its operations absent the pendency of the mergers;

 

•

the potential for legal claims challenging the mergers; and

 

•

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by the Pacific Premier board of directors is not intended to be exhaustive, but includes the material factors considered by the Pacific Premier board of directors. In reaching its decision to adopt and approve the merger agreement and the transactions contemplated thereby, including the mergers, the Pacific Premier board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Pacific Premier board of directors considered all these factors as a whole, including through its discussions with Pacific Premier’s management and financial and legal advisors, in evaluating the merger agreement and the transactions contemplated thereby, including the mergers.

The Pacific Premier board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above, such as assumptions regarding anticipated cost savings. The Pacific Premier board of directors concluded, however, that the potential positive factors outweighed the potential risks of completing the mergers.

In considering the recommendation of the Pacific Premier board of directors, you should be aware that certain directors and executive officers of Pacific Premier may have interests in the mergers that are different from, or in addition to, interests of Pacific Premier stockholders generally and may create potential conflicts of interest. The Pacific Premier board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the mergers and the other transactions contemplated by the merger agreement, and in recommending to Pacific Premier stockholders that they vote in favor of the Pacific Premier merger proposal. See “The Mergers—Interests of Certain Pacific Premier Directors and Executive Officers in the Mergers.”

It should be noted that this explanation of the reasoning of the Pacific Premier board of directors and the other information presented in this section is forward-looking in nature and, therefore, should be read in light of the future factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Pacific Premier board of directors unanimously recommends that Pacific Premier stockholders vote “FOR” the Pacific Premier merger proposal.

Opinion of Columbia’s Financial Advisor

Columbia retained PSC to act as financial advisor to Columbia’s board of directors in connection with Columbia’s consideration of a possible business combination with Pacific Premier. Columbia selected PSC to act as its financial advisor because PSC is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, PSC is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

PSC acted as financial advisor to Columbia’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the merger agreement. At the April 23, 2025 meeting at

 

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which Columbia’s board of directors considered the merger and the merger agreement, PSC delivered to the Columbia board of directors its oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date, the exchange ratio was fair, from a financial point of view, to Columbia. The full text of PSC’s opinion is attached as Annex B to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by PSC in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Columbia common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed mergers.

PSC’s opinion was directed to the board of directors of Columbia in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Columbia as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the matters to be considered at the Columbia special meeting. PSC’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to Columbia and did not address the underlying business decision of Columbia to engage in the mergers, the form or structure of the mergers or any other transactions contemplated in the merger agreement, the relative merits of the mergers as compared to any other alternative transactions or business strategies that might exist for Columbia or the effect of any other transaction in which Columbia might engage. PSC also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Columbia or Pacific Premier, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. PSC’s opinion was approved by PSC’s fairness opinion committee.

In connection with its opinion, PSC reviewed and considered, among other things:

 

•

a draft of the merger agreement, dated April 22, 2025;

 

•

certain publicly available financial statements and other historical financial information of Columbia that PSC deemed relevant as well as preliminary financial information for Columbia for the quarter ended March 31, 2025, as provided by the senior management of Columbia;

 

•

certain publicly available financial statements and other historical financial information of Pacific Premier that PSC deemed relevant as well as preliminary financial information for Pacific Premier for the quarter ended March 31, 2025, as provided by the senior management of Pacific Premier;

 

•

publicly available median analyst net income estimates for Columbia for the quarter ending June 30, 2025, as adjusted by the senior management of Columbia, the quarters ending September 30, 2025 and December 31, 2025 and the year ending December 31, 2026, as well as an estimated annual long-term earnings growth rate for the years ending December 31, 2027 through December 31, 2029 and estimated dividends per share for the years ending December 31, 2025 through December 31, 2029, as confirmed for use by the senior management of Columbia;

 

•

publicly available median analyst net income estimates for Pacific Premier for the quarters ending June 30, 2025, September 30, 2025 and December 31, 2025 and for the year ending December 31, 2026, as well as estimated net income for Pacific Premier for the years ending December 31, 2027 and December 31, 2028 with an estimated annual long-term earnings growth rate for the year ending December 31, 2029 and estimated dividends per share for the years ending December 31, 2025 through December 31, 2029, as confirmed for use by the senior management of Columbia;

 

•

the pro forma financial impact of the merger on Columbia based on certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as well as certain adjustments for current expected credit losses (CECL) accounting standards and the redemption of a certain amount of Pacific Premier subordinated debt prior to closing, as provided by the senior management of Columbia;

 

•

the publicly reported historical price and trading activity for Columbia common stock and Pacific Premier common stock, including a comparison of certain stock market information for Columbia

 

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common stock and Pacific Premier common stock and certain stock indices as well as publicly available information for certain other similar companies, the securities of which are publicly traded;

 

•

a comparison of certain financial information for Columbia and Pacific Premier with similar financial institutions for which information is publicly available;

 

•

the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

 

•

the current market environment generally and the banking environment in particular; and

 

•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as PSC considered relevant.

PSC also discussed with certain members of the senior management of Columbia and its representatives the business, financial condition, results of operations and prospects of Columbia and held similar discussions with certain members of the senior management of Pacific Premier and its representatives regarding the business, financial condition, results of operations and prospects of Pacific Premier.

In performing its review, PSC relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by PSC from public sources, that was provided to PSC by Columbia or its representatives, or that was otherwise reviewed by PSC, and PSC assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. PSC relied on the assurances of the senior management of Columbia that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. PSC was not asked to and did not undertake an independent verification of any of such information and PSC did not assume any responsibility or liability for the accuracy or completeness thereof. PSC did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Columbia or Pacific Premier. PSC rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Columbia or Pacific Premier. PSC did not make an independent evaluation of the adequacy of the allowance for credit losses of Columbia or Pacific Premier, or of the combined entity after the merger, and PSC did not review any individual credit files relating to Columbia or Pacific Premier. PSC assumed, with Columbia’s consent, that the respective allowances for credit losses for both Columbia and Pacific Premier were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, PSC used publicly available median analyst net income estimates for Columbia for the quarter ending June 30, 2025, as adjusted by the senior management of Columbia, the quarters ending September 30, 2025 and December 31, 2025 and the year ending December 31, 2026, as well as an estimated annual long-term earnings growth rate for the years ending December 31, 2027 through December 31, 2029 and estimated dividends per share for the years ending December 31, 2025 through December 31, 2029, as confirmed for use by the senior management of Columbia. In addition, PSC used publicly available median analyst net income estimates for Pacific Premier for the quarters ending June 30, 2025, September 30, 2025 and December 31, 2025 and for the year ending December 31, 2026, as well as estimated net income for Pacific Premier for the years ending December 31, 2027 and December 31, 2028 with an estimated annual long-term earnings growth rate for the year ending December 31, 2029 and estimated dividends per share for the years ending December 31, 2025 through December 31, 2029, as confirmed for use by the senior management of Columbia. PSC also received and used in its pro forma analyses certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as well as certain adjustments for CECL accounting standards and the redemption of a certain amount of Pacific Premier subordinated debt prior to closing, as provided by the senior management of Columbia. With respect to the foregoing information, the senior management of Columbia confirmed to PSC that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available estimates and judgments of management as to the future financial performance of Columbia and Pacific Premier, respectively,

 

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and the other matters covered thereby, and PSC assumed that the future financial performance reflected in such information would be achieved. PSC expressed no opinion as to such information, or the assumptions on which such information was based. PSC also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Columbia or Pacific Premier since the date of the most recent financial statements made available to PSC. PSC assumed in all respects material to its analysis that Columbia and Pacific Premier would remain as going concerns for all periods relevant to its analysis.

PSC also assumed, with Columbia’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Columbia, Pacific Premier, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. PSC expressed no opinion as to any legal, accounting or tax matters relating to the merger or the other transactions contemplated by the merger agreement.

PSC’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to PSC as of, the date thereof. Events occurring after the date thereof could materially affect PSC’s opinion. PSC has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. PSC expressed no opinion as to the trading value of Columbia common stock or Pacific Premier common stock at any time or what the value of Columbia common stock would be once it is actually received by the holders of Pacific Premier common stock.

In rendering its opinion, PSC performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying PSC’s opinion or the presentation made by PSC to the Columbia board of directors, but is a summary of the material analyses performed and presented by PSC. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. PSC believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in PSC’s comparative analyses described below is identical to Columbia or Pacific Premier and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Columbia and Pacific Premier and the companies to which they were compared. In arriving at its opinion, PSC did not attribute any particular weight to any analysis or factor that it considered. Rather, PSC made qualitative judgments as to the significance and relevance of each analysis and factor. PSC did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, PSC made its determination as to the fairness of the exchange ratio to Columbia on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, PSC also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the

 

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control of Columbia, Pacific Premier, and PSC. The analyses performed by PSC are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. PSC prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Columbia board of directors at its April 23, 2025 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, PSC’s analyses do not necessarily reflect the value of Columbia common stock or Pacific Premier common stock or the prices at which Columbia or Pacific Premier common stock may be sold at any time. The analyses of PSC and its opinion were among a number of factors taken into consideration by the Columbia board of directors in making its determination to enter into the merger agreement and the analyses described below should not be viewed as determinative of the decision of the Columbia board of directors with respect to the fairness of the exchange ratio. See “The Mergers—Columbia’s Reasons for the Mergers; Recommendation of the Columbia Board of Directors” beginning on page 63 for more information.

Summary of Proposed Merger Consideration and Implied Transaction Metrics

PSC reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of Pacific Premier common stock issued and outstanding immediately prior to the effective time of the merger, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive 0.9150 of a share of Columbia common stock. PSC calculated an aggregate implied transaction value of approximately $2.0 billion and an implied purchase price per share of $20.83 consisting of the implied value of 97,069,001 shares of Pacific Premier common stock, inclusive of 1,978,201 restricted stock awards, 525,897 performance stock units and 33,604 stock options with a weighted average exercise price of $20.71, and based on the closing price of Columbia common stock on April 22, 2025. Based upon financial information for Pacific Premier as of or for the last twelve months ended March 31, 2025 (“LTM”) and the closing price of Pacific Premier’s common stock on April 22, 2025, PSC calculated the following implied transaction metrics:

 

Transaction Price Per Share / LTM GAAP Earnings Per Share			13.7x
Transaction Price Per Share / Estimated 2025 Earnings Per Share¹			15.0x
Transaction Price Per Share / Estimated 2026 Earnings Per Share¹			13.5x
Transaction Price Per Share / March 31, 2025 Tangible Book Value Per Share			99	%
Core Deposit Premium2			(0.0	%)
Core Deposit Premium3			(0.0	%)
Market Premium as of April 22, 2025			5.7	%

1	Based on publicly available median analyst EPS estimates

2	Core deposits defined as total deposits less time deposits with balances greater than $100,000

3	Core deposits defined as total deposits less time deposits with balances greater than $250,000 and brokered deposits

Stock Trading History

PSC reviewed the publicly available historical reported trading prices of Columbia common stock and Pacific Premier common stock for the one-year and three-year periods ended April 22, 2025. PSC then compared the relationship between the movements in the price of Columbia common stock and Pacific Premier common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

 

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Columbia’s One-Year Stock Performance

 

		Beginning Value April 22, 2024				Ending Value April 22, 2025
Columbia			100	%			121.2	%
Columbia Peer Group			100	%			106.1	%
S&P 500 Index			100	%			105.5	%
NASDAQ Bank Index			100	%			107.6	%

Columbia’s Three-Year Stock Performance

 

		Beginning Value April 22, 2022				Ending Value April 22, 2025
Columbia			100	%			72.6	%
Columbia Peer Group			100	%			92.6	%
S&P 500 Index			100	%			123.8	%
NASDAQ Bank Index			100	%			86.9	%

Pacific Premier’s One-Year Stock Performance

 

		Beginning Value April 22, 2024				Ending Value April 22, 2025
Pacific Premier			100	%			89.1	%
Pacific Premier Peer Group			100	%			108.8	%
S&P 500 Index			100	%			105.5	%
NASDAQ Bank Index			100	%			107.6	%

Pacific Premier’s Three-Year Stock Performance

 

		Beginning Value April 22, 2022				Ending Value April 22, 2025
Pacific Premier			100	%			56.5	%
Pacific Premier Peer Group			100	%			89.6	%
S&P 500 Index			100	%			123.8	%
NASDAQ Bank Index			100	%			86.9	%

Comparable Company Analyses

PSC used publicly available information to compare selected financial information for Columbia with a group of financial institutions selected by PSC. The Columbia peer group included major exchange-traded (NASDAQ, NYSE and NYSEAM) banks headquartered in the United States with total assets between $35 billion and $100 billion, but excluded targets of announced merger transactions (the “Columbia Peer Group”). The Columbia Peer Group consisted of the following companies:

 

Associated Banc-Corp		Pinnacle Financial Partners, Inc.
Bank OZK		Popular, Inc.
BankUnited, Inc.		Prosperity Bancshares, Inc.
BOK Financial Corporation		SouthState Corporation
Cadence Bank		Synovus Financial Corp.
Comerica Incorporated		UMB Financial Corporation
Cullen/Frost Bankers, Inc.		Valley National Corporation
East West Bancorp, Inc.		Webster Financial Corporation
F.N.B. Corporation		Western Alliance Bancorporation
First Horizon Corporation		Wintrust Financial Corporation
Old National Corporation		Zions Bancorporation, National Association

 

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The analysis compared preliminary March 31, 2025 financial information for Columbia, as provided by Columbia senior management, with corresponding data for the Columbia Peer Group as of or for the year ended December 31, 2024 (unless otherwise noted) with pricing data as of April 22, 2025. The table below sets forth the data for Columbia and the median, mean, low and high data for the Columbia Peer Group. Certain financial data prepared by PSC, as referenced in the table presented below, may not correspond to the data presented in Columbia’s historical financial statements, as a result of the different periods, assumptions and methods used by PSC to compute the financial data presented.

Columbia Comparable Company Analysis

 

		Columbia				Columbia Peer Group Median				Columbia Peer Group Mean				Columbia Peer Group Low				Columbia Peer Group High
Total assets ($mm)			51,519				54,066				59,489				35,242				87,992
Loans / Deposits¹ (%)			89.1				84.2				81.2				48.6				97.5
Non-performing assets / Total assets² (%)			0.16				0.37				0.44				0.09				1.12
Tangible common equity/Tangible assets (%)			7.50				7.97				8.18				5.89				12.55
Tier 1 leverage Ratio (%)			8.37				9.47				9.65				8.40				13.85
Total RBC Ratio³ (%)			12.83				14.10				14.26				12.35				17.83
CRE / Total RBC Ratio4 (%)			295	5			203				206				79				372
LTM Core return on average assets6 (%)			1.27				1.13				1.11				0.65				1.90
LTM Core return on average equity6 (%)			18.4				13.9				13.9				8.3				19.8
LTM Net interest margin (%)			3.59				3.25				3.22				2.51				4.45
LTM Efficiency ratio (%)			52.5				57.2				56.0				33.8				69.2
Price/Tangible book value (%)			127				130				135				87				238
Price/Core LTM earnings Per share6 (x)			7.3				10.2				10.2				6.8				13.4
Price/Estimated 2025 earnings per share (x)			8.5				9.6				9.6				6.8				12.6
Price/Estimated 2026 earnings per share (x)			8.0				8.4				8.6				6.3				12.6
Current dividend yield (%)			6.5				3.6				3.4				1.0				5.6
Market capitalization ($mm)			4,784				6,381				6,395				2,382				10,966

1	Bank-level financial data for Bank OZK as of December 31, 2024

2	Consolidated financial data sourced from Federal Reserve regulatory filings for First Horizon Corporation and Synovus Financial Corp. as of December 31, 2024; Bank-level financial data for Bank OZK as of December 31, 2024

3	Consolidated financial data sourced from Federal Reserve regulatory filings for F.N.B. Corporation as of December 31, 2024

4	Bank-level financial data for all companies as of December 31, 2024

5	Preliminary bank-level financial data as of March 31, 2025

6	Core returns and earnings calculated as earnings before extraordinary items less income attributable to non-controlling interest, gain on sale of securities, amortization of intangibles, goodwill or other non-recurring items, as defined by S&P Capital IQ Pro

Note: Financial data for Bank OZK, BOK Financial Corporation, Cadence Bank, Comerica Incorporated, East West Bancorp, Inc., F.N.B. Corporation, First Horizon Corporation, Old National Bancorp, Pinnacle Financial Partners, Inc., Synovus Financial Corp., Western Alliance Bancorporation, Wintrust Financial Corporation and Zions Bancorporation, National Association as of or for the period ending March 31, 2025.

PSC used publicly available information to perform a similar analysis for Pacific Premier by comparing selected financial information for Pacific Premier with a group of financial institutions selected by PSC. The Pacific Premier peer group included major exchange-traded (NASDAQ, NYSE and NYSEAM) banks headquartered in the Western region, as defined by S&P Capital IQ Pro, with total assets between $15 billion and $50 billion, but

 

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excluded targets of announced merger transactions (the “Pacific Premier Peer Group”). The Pacific Premier Peer Group consisted of the following companies:

 

Axos Financial, Inc.		First Hawaiian, Inc.
Banc of California, Inc.		First Interstate BancSystem, Inc.
Bank of Hawaii Corporation		Glacier Bancorp, Inc.
Banner Corporation		Hope Bancorp, Inc.
Cathay General Corporation		WaFd, Inc.
CVB Financial Corporation

The analysis compared preliminary March 31, 2025 financial information for Pacific Premier, as provided by Pacific Premier senior management, with corresponding data for the Pacific Premier Peer Group as of or for the year ended December 31, 2024 (unless otherwise noted) with pricing data as of April 22, 2025. The table below sets forth the data for Pacific Premier and the median, mean, low and high data for the Pacific Premier Peer Group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in Pacific Premier’s historical financial statements, as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented.

Pacific Premier Comparable Company Analysis

 

		Pacific Premier				Pacific Premier Peer Group Median				Pacific Premier Peer Group Mean				Pacific Premier Peer Group Low				Pacific Premier Peer Group High
Total assets ($mm)			18,086				23,828				23,750				15,154				33,543
Loans / Deposits (%)			82.0				84.2				84.5				67.2				99.1
Non-performing assets / Total assets (%)			0.15				0.31				0.40				0.07				1.06
Tangible common equity/Tangible assets (%)			11.87				8.40				8.62				5.61				10.89
Tier 1 leverage Ratio¹ (%)			12.30				10.02				10.01				8.36				11.92
Total RBC Ratio¹ (%)			20.23				15.06				15.19				13.99				17.06
CRE / Total RBC Ratio² (%)			296	³			276				267				193				361
LTM Core return on average assets4 (%)			0.85				0.86				0.98				0.53				1.93
LTM Core return on average equity4 (%)			7.8				11.5				12.0				5.8				20.8
LTM Net interest margin (%)			3.12				2.95				3.07				2.21				4.88
LTM Efficiency ratio (%)			65.7				61.2				59.0				45.1				72.6
Price/Tangible book value (%)			94				145				143				69				217
Price/LTM Core earnings per share4 (x)			12.1				11.8				13.0				7.9				22.5
Price/Estimated 2025 earnings per share (x)			15.1				11.0				11.9				8.4				17.9
Price/Estimated 2026 earnings per share (x)			12.9				10.3				10.2				7.7				13.4
Current dividend yield (%)			6.9				3.9				4.0				0.0				7.2
Market capitalization ($mm)			1,913				2,658				2,705				1,176				4,606

1	Consolidated financial data sourced from Federal Reserve regulatory filings for WaFd, Inc. as of December 31, 2024

2	Bank-level financial data for all companies as of December 31, 2024

3	Preliminary bank-level financial data as of March 31, 2025

4	Core returns and earnings calculated as earnings before extraordinary items less income attributable to noncontrolling interest, gain on sale of securities, amortization of intangibles, goodwill or other non-recurring items, as defined by S&P Capital IQ Pro

Note: Financial data for Bank of Hawaii Corporation, Banner Corporation, Cathay General Bancorp, Hope Bancorp, Inc. and WaFd, Inc. as of or for the period ending March 31, 2025

 

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Analysis of Precedent Transactions

PSC reviewed a group of nationwide merger and acquisition transactions. The group consisted of bank merger and acquisitions transactions in the United States, announced between January 1, 2022 and April 22, 2025 with target total assets greater than $10 billion at announcement (the “Precedent Transactions”).

The Precedent Transactions group was composed of the following transactions:

 

Acquiror		Target
Old National Bancorp		Bremer Financial Corporation
Atlantic Union Bankshares Corporation		Sandy Spring Bancorp, Inc.
SouthState Corporation		Independent Bank Group, Inc.
UMB Financial Corporation		Heartland Financial USA, Inc.
Provident Financial Services, Inc.		Lakeland Bancorp, Inc.

Using the latest publicly available information prior to the announcement of the relevant transaction, PSC reviewed the following transaction metrics: transaction price to LTM earnings per share, transaction price to tangible book value per share, pay-to-trade, core deposit premium, and 1-day market premium. PSC compared the indicated transaction metrics for the transaction to the median, mean, low and high metrics of Precedent Transactions group.

 

		Columbia/ Pacific				Precedent Transactions
		Premier				Median				Mean				Low				High
Transaction Price / LTM Earnings Per Share (x)			13.7				18.4				18.2				12.4				27.6
Transaction Price / Tangible Book Value Per Share (%)			99				148				137				100				154
Pay-to-Trade (%)			78				85				84				55				114
Tangible Book Value Premium to Core Deposits (%)			(0.0	)			4.9				3.9				(0.0	)			5.7
1-Day Market Premium (%)			5.7				14.3				16.0				7.1				28.1

Net Present Value Analyses

PSC performed an analysis that estimated the net present value of a share of Columbia common stock assuming Columbia performed in accordance with publicly available median analyst net income estimates for Columbia for the quarter ending June 30, 2025, as adjusted by the senior management of Columbia, the quarters ending September 30, 2025 and December 31, 2025 and the year ending December 31, 2026, as well as an estimated annual long-term earnings growth rate for the years ending December 31, 2027 through December 31, 2029 and estimated dividends per share for the years ending December 31, 2025 through December 31, 2029, as confirmed for use by the senior management of Columbia. To approximate the terminal value of a share of Columbia common stock at April 22, 2025, PSC applied price to 2029 earnings multiples ranging from 8.0x to 13.0x and multiples of December 31, 2029 tangible book value ranging from 90% to 165%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Columbia common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Columbia common stock of $19.11 to $32.73 when applying multiples of earnings and $17.90 to $33.62 when applying multiples of tangible book value.

 

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Earnings Per Share Multiples

 

Discount  Rate		8.0x				9.0x				10.0x				11.0x				12.0x				13.0x
10.0%		$	22.23			$	24.33			$	26.43			$	28.53			$	30.63			$	32.73
11.0%		$	21.39			$	23.40			$	25.41			$	27.43			$	29.44			$	31.45
12.0%		$	20.59			$	22.52			$	24.45			$	26.38			$	28.30			$	30.23
13.0%		$	19.83			$	21.68			$	23.53			$	25.38			$	27.23			$	29.08
14.0%		$	19.11			$	20.88			$	22.65			$	24.43			$	26.20			$	27.97

Tangible Book Value Per Share Multiples

 

Discount  Rate		90%				105%				120%				135%				150%				165%
10.0%		$	20.80			$	23.36			$	25.93			$	28.49			$	31.05			$	33.62
11.0%		$	20.02			$	22.48			$	24.93			$	27.39			$	29.84			$	32.30
12.0%		$	19.28			$	21.63			$	23.99			$	26.34			$	28.69			$	31.05
13.0%		$	18.58			$	20.83			$	23.09			$	25.34			$	27.60			$	29.86
14.0%		$	17.90			$	20.07			$	22.23			$	24.39			$	26.56			$	28.72

PSC also considered and discussed with Columbia’s board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, PSC performed a similar analysis, assuming Columbia’s earnings varied from 20.0% above estimates to 20.0% below estimates. This analysis resulted in the following range of per share values for Columbia’s common stock, applying the price to 2029 earnings multiples range of 8.0x to 13.0x referred to above and a discount rate of 11.07%.

Earnings Per Share Multiples

 

Annual  Estimate  Variance		8.0x				9.0x				10.0x				11.0x				12.0x				13.0x
(20.0%)		$	18.12			$	19.73			$	21.33			$	22.94			$	24.55			$	26.15
(10.0%)		$	19.73			$	21.54			$	23.34			$	25.15			$	26.95			$	28.76
0.0%		$	21.33			$	23.34			$	25.35			$	27.36			$	29.36			$	31.37
10.0%		$	22.94			$	25.15			$	27.36			$	29.56			$	31.77			$	33.98
20.0%		$	24.55			$	26.95			$	29.36			$	31.77			$	34.18			$	36.59

PSC also performed an analysis that estimated the net present value per share of Pacific Premier common stock, assuming Pacific Premier performed in accordance with publicly available median analyst net income estimates for Pacific Premier for the quarters ending June 30, 2025, September 30, 2025 and December 31, 2025 and for the year ending December 31, 2026, as well as estimated net income for Pacific Premier for the years ending December 31, 2027 and December 31, 2028 with an estimated annual long-term earnings growth rate for the year ending December 31, 2029 and estimated dividends per share for the years ending December 31, 2025 through December 31, 2029, as confirmed for use by the senior management of Columbia. To approximate the terminal value of a share of Pacific Premier common stock at April 22, 2025, PSC applied price to 2029 earnings multiples ranging from 8.0x to 13.0x and multiples of December 31, 2029 tangible book value ranging from 90% to 165%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Pacific Premier common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Pacific Premier common stock of $13.71 to $22.77 when applying multiples of earnings and $15.79 to $29.60 when applying multiples of tangible book value.

 

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Earnings Per Share Multiples

 

Discount  Rate		8.0x				9.0x				10.0x				11.0x				12.0x				13.0x
10.0%		$	15.87			$	17.25			$	18.63			$	20.01			$	21.39			$	22.77
11.0%		$	15.29			$	16.61			$	17.93			$	19.26			$	20.58			$	21.90
12.0%		$	14.74			$	16.00			$	17.27			$	18.54			$	19.81			$	21.07
13.0%		$	14.21			$	15.42			$	16.64			$	17.86			$	19.07			$	20.29
14.0%		$	13.71			$	14.87			$	16.04			$	17.21			$	18.37			$	19.54

Tangible Book Value Per Share Multiples

 

Discount  Rate		90%				105%				120%				135%				150%				165%
10.0%		$	18.33			$	20.59			$	22.84			$	25.09			$	27.34			$	29.60
11.0%		$	17.65			$	19.81			$	21.97			$	24.12			$	26.28			$	28.44
12.0%		$	17.00			$	19.07			$	21.14			$	23.20			$	25.27			$	27.34
13.0%		$	16.38			$	18.36			$	20.35			$	22.33			$	24.31			$	26.29
14.0%		$	15.79			$	17.69			$	19.59			$	21.49			$	23.40			$	25.30

PSC also considered and discussed with Columbia’s board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, PSC performed a similar analysis assuming Pacific Premier’s earnings varied from 20.0% above estimates to 20.0% below estimates. This analysis resulted in the following range of per share values for Pacific Premier common stock, applying the price to 2029 earnings multiples range of 8.0x to 13.0x referred to above and a discount rate of 11.57%.

Earnings Per Share Multiples

 

Annual  Estimate  Variance		8.0x				9.0x				10.0x				11.0x				12.0x				13.0x
(20.0%)		$	12.90			$	13.94			$	14.97			$	16.00			$	17.04			$	18.07
(10.0%)		$	13.94			$	15.10			$	16.26			$	17.42			$	18.58			$	19.75
0.0%		$	14.97			$	16.26			$	17.55			$	18.84			$	20.13			$	21.43
10.0%		$	16.00			$	17.42			$	18.84			$	20.26			$	21.68			$	23.10
20.0%		$	17.04			$	18.58			$	20.13			$	21.68			$	23.23			$	24.78

PSC noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis

PSC analyzed certain potential pro forma effects of the merger on Columbia assuming the transaction closes on December 31, 2025. PSC utilized the following information and assumptions: (a) publicly available median analyst net income estimates for Columbia for the quarter ending June 30, 2025, as adjusted by the senior management of Columbia, the quarters ending September 30, 2025 and December 31, 2025 and the year ending December 31, 2026, as well as an estimated annual long-term earnings growth rate for the years ending December 31, 2027 through December 31, 2029 and estimated dividends per share for the years ending December 31, 2025 through December 31, 2029, as confirmed for use by the senior management of Columbia, (b) publicly available median analyst net income estimates for Pacific Premier for the quarters ending June 30,

 

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2025, September 30, 2025 and December 31, 2025 and for the year ending December 31, 2026, as well as estimated net income for Pacific Premier for the years ending December 31, 2027 and December 31, 2028 with an estimated annual long-term earnings growth rate for the year ending December 31, 2029 and estimated dividends per share for the years ending December 31, 2025 through December 31, 2029, as confirmed for use by the senior management of Columbia, and (c) transaction expenses, purchase accounting adjustments and, cost savings, as well as certain adjustments for CECL accounting standards and the redemption of a certain amount of Pacific Premier subordinated debt prior to closing. The analysis indicated that the transaction could, with closing assumed at December 31, 2025, be accretive to Columbia’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2026 through December 31, 2028 and dilutive to Columbia’s estimated tangible book value per share at close and for the years ending December 31, 2026 through December 31, 2028.

In connection with this analysis, PSC considered and discussed with the Columbia board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by Columbia following the mergers may vary from projected results and the variations may be material.

PSC’s Relationship

PSC is acting as Columbia’s financial advisor in connection with the transaction and will receive a fee for such services in an amount equal to 1.01% of the aggregate transaction value, which fee is contingent upon the closing of the merger. At the time of announcement of the transaction PSC’s fee was approximately $21 million. PSC also received a $3 million fee from Columbia upon rendering its opinion, which opinion fee will be credited in full towards the transaction fee which will become payable to PSC upon closing of the transaction. Columbia has also agreed to indemnify PSC against certain claims and liabilities arising out of PSC’s engagement.

In the two years preceding the date of PSC’s opinion, PSC did not provide any other investment banking services to Columbia, nor did PSC provide any investment banking services to Pacific Premier. In the ordinary course of PSC’s business as a broker-dealer, PSC may purchase securities from and sell securities to Columbia, Pacific Premier and their respective affiliates. PSC may also actively trade the equity and debt securities of Columbia, Pacific Premier and their respective affiliates for PSC’s account and for the accounts of PSC’s customers.

Opinion of Pacific Premier’s Financial Advisor

Pacific Premier engaged KBW to render financial advisory and investment banking services to Pacific Premier, including an opinion to the Pacific Premier board of directors as to the fairness, from a financial point of view, to the holders of Pacific Premier common stock of the exchange ratio. Pacific Premier selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions that were similar to the proposed transaction. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Pacific Premier board of directors held on April 23, 2025, at which the Pacific Premier board of directors evaluated the proposed transaction. At this meeting, KBW reviewed the financial aspects of the proposed transaction and rendered to the Pacific Premier board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its written opinion, the exchange ratio was fair, from a financial point of view, to the holders of Pacific Premier common stock. The Pacific Premier board of directors approved the merger agreement at such meeting.

The description of KBW’s opinion set forth herein is qualified in its entirety by reference to the full text of KBW’s opinion, which is attached as Annex C to this document and is incorporated herein by reference, and

 

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describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in rendering its opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Pacific Premier board of directors (in its capacity as such) in connection with its consideration of the financial terms of the mergers. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio to the holders of Pacific Premier common stock. It did not address the underlying business decision of Pacific Premier to engage in the mergers or enter into the merger agreement or constitute a recommendation to the Pacific Premier board of directors in connection with the mergers, and it does not constitute a recommendation to any holder of Pacific Premier common stock or any shareholder of any other entity as to how to vote in connection with the mergers or any other matter, nor does it constitute a recommendation regarding whether or not any such stockholder or shareholder should enter into a voting, stockholders’ or affiliates’ agreement with respect to the mergers or exercise any dissenters’ or appraisal rights that may be available to such stockholder or shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Pacific Premier and Columbia and bearing upon the mergers, including, among other things:

 

•

an execution version of the merger agreement, dated as of April 23, 2025;

 

•

the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2024 of Pacific Premier;

 

•

certain draft and unaudited financial results for the fiscal quarter ended March 31, 2025 of Pacific Premier (provided by Pacific Premier);

 

•

the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2024 of Columbia;

 

•

certain draft and unaudited financial results for the fiscal quarter ended March 31, 2025 of Columbia (provided by Columbia);

 

•

certain regulatory filings of Pacific Premier and Columbia and their respective subsidiaries, including, as applicable, the quarterly reports on Form FR Y-9C and the quarterly call reports required to be filed (as the case may be) with respect to each quarter during the three-year period ended December 31, 2024;

 

•

certain other interim reports and other communications of Pacific Premier and Columbia to their respective stockholders and shareholders, as applicable; and

 

•

other financial information concerning the businesses and operations of Pacific Premier and Columbia furnished to KBW by Pacific Premier and Columbia or which KBW was otherwise directed to use for purposes of KBW’s analyses.

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

 

•

the historical and current financial position and results of operations of Pacific Premier and Columbia;

 

•

the assets and liabilities of Pacific Premier and Columbia;

 

•

the nature and terms of certain other merger transactions and business combinations in the banking industry;

 

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