UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 27, 2026, Columbia Banking System, Inc. (the “Company”) and its subsidiary Columbia Bank (the “Bank”) entered into a transition letter (the “Transition Letter”) with Torran Nixon in connection with his transition from his role as Co-President of the Bank and Senior Executive Vice President of the Company (“Bank Co-President”) as of July 1, 2027 or such other mutually agreed date (the “Transition Date”) into a senior advisor role through December 31, 2027 (the “Retirement Date”).
Pursuant to the Transition Letter, during the period he serves as Bank Co-President, Mr. Nixon will be eligible to receive a 2027 equity grant with a target grant date fair value no less than his 2026 grant. While serving as an advisor, Mr. Nixon will continue to be eligible to participate in the Company’s health and welfare benefits, vest in his outstanding equity awards in accordance with their terms and receive salary based on his annual rate as of the Transition Date. Mr. Nixon will be eligible for a payout, if any, under the Company’s annual incentive plan for his service as Bank Co-President during 2027, determined based on actual performance and prorated to reflect his service through the Transition Date.
The foregoing description of the Transition Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | EXHIBITS |
| 10.1 | Transition Letter, dated October 27, 2026, by and among the Company, the Bank and Mr. Torran Nixon | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COLUMBIA BANKING SYSTEM, INC. | ||||||
| Date: October 27, 2026 | By: | /s/ Kumi Yamamoto Baruffi | ||||
| Kumi Yamamoto Baruffi | ||||||
| EVP, General Counsel and Corporate Secretary | ||||||