Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.




In connection with the completion of the Merger and the Bank Merger, on
February 28, 2023, Columbia assumed Umpqua's obligations as required by the
indentures and certain related agreements with respect to Umpqua's outstanding
trust preferred securities, consisting of: (i) floating rate junior subordinated
debt securities due 2032 with an aggregate principal amount not in excess of
$10,310,000 (the "CIB Notes"), (ii) floating rate junior subordinated deferrable
interest debentures due 2031 with an aggregate principal amount not in excess of
$10,310,000 (the "Humboldt II Notes"), (iii) fixed/floating rate junior
subordinated deferrable interest debentures due 2033 with an aggregate principal
amount not in excess of $27,836,000 (the "Humboldt III Notes"), (iv) floating
rate junior subordinated deferrable interest debentures due 2031 with an
aggregate principal amount not in excess of $15,464,000 (the "Klamath Notes"),
(v) floating rate junior subordinated deferrable interest debentures due 2033
with an aggregate principal amount not in excess of $9,279,000 (the "Lynnwood I
Notes"), (vi) floating rate junior subordinated deferrable interest debentures
due 2035 with an aggregate principal amount not in excess of $10,310,000 (the
"Lynnwood II Notes"), (vii) floating rate junior subordinated debt securities
due 2033 with an aggregate principal amount not in excess of $14,433,000 (the
"Sterling III Notes"), (viii) floating rate junior subordinated notes due 2033
with an aggregate principal amount not in excess of $10,310,000 (the "Sterling
IV Notes"), (ix) floating rate junior subordinated deferrable interest
debentures due 2033 with an aggregate principal amount not in excess of
$20,619,000 (the "Sterling V Notes"), (x) floating rate junior subordinated debt
securities due 2033 with an aggregate principal amount not in excess of
$10,310,000 (the "Sterling VI Notes"), (xi) floating rate junior subordinated
deferrable interest debentures due 2036 with an aggregate principal amount not
in excess of $56,702,000 (the "Sterling VII Notes"), (xii) floating rate junior
subordinated debt securities due 2036 with an aggregate principal amount not in
excess of $51,547,000 (the "Sterling VIII Notes"), (xiii) floating rate junior
subordinated debt securities due 2037 with an aggregate principal amount not in
excess of $46,392,000 (the "Sterling IX Notes"), (xiv) floating rate junior
subordinated debt securities due 2037 with an aggregate liquidation amount of
$40,000,000 (the "Umpqua I Series A Notes"), (xv) floating rate junior
subordinated debt securities due 2037 with an aggregate liquidation amount of
$20,000,000 (the "Umpqua I Series B Notes"), (xvi) floating rate junior
subordinated notes due 2032 with an aggregate principal amount not in excess of
$20,619,000 (the "Umpqua II Notes"), (xvii) floating rate junior subordinated
debt securities due 2032 with an aggregate principal amount not in excess of
$30,928,000 (the "Umpqua III Notes"), (xviii) floating rate junior subordinated
debt securities due 2034 with an aggregate principal amount not in excess of
$10,310,000 (the "Umpqua IV Notes"), (xix) floating rate junior subordinated
deferrable interest debentures due 2034 with an aggregate principal amount not
in excess of $10,310,000 (the "Umpqua V Notes"), (xx) floating rate junior
subordinated deferrable interest debentures due 2031 with an aggregate principal
amount not in excess of $6,186,000 (the "Western Sierra I Notes"),
(xxi) floating rate junior subordinated deferrable interest debentures due 2031
with an aggregate principal amount not in excess of $10,310,000 (the "Western
Sierra II Notes"), (xxii) floating rate junior subordinated debt securities due
2033 with an aggregate principal amount not in excess of $10,310,000 (the
"Western Sierra III Notes"), and (xxiii) floating rate junior subordinated debt
securities due 2033 with an aggregate principal amount not in excess of
$10,310,000 (the "Western Sierra IV Notes," and together with the CIB Notes,
Humboldt II Notes, Humboldt III Notes, Klamath Notes, Lynnwood I Notes, Lynnwood
II Notes, Sterling III Notes, Sterling IV Notes, Sterling V Notes, Sterling VI
Notes, Sterling VII Notes, Sterling VIII Notes, Sterling IX Notes, Umpqua I
Series A Notes, Umpqua I Series B Notes, Umpqua II Notes, Umpqua III Notes,
Umpqua IV Notes, Umpqua V Notes, Western Sierra I Notes, Western Sierra II Notes
and the Western Sierra III Notes, the "Notes"), each previously issued or
assumed by Umpqua.

The supplemental indentures pursuant to which Columbia assumed each series of
Notes, as well as the original indentures pursuant to which each such series of
Notes was issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of
Regulation S-K under the Securities Act. Columbia agrees to furnish a copy of
such indentures to the Commission upon request.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


Board of Directors

At the Effective Time, in accordance with the terms of the Merger Agreement,
Columbia expanded the size of the Board to fourteen (14) directors. Seven (7)
former directors of Columbia were appointed to continue service as directors of
Columbia, in each case effective as of the Effective Time: Craig D. Eerkes,
Clint E. Stein, Mark A. Finkelstein, Eric S. Forrest, Randal L. Lund, S. Mae
Fujita Numata and Elizabeth W. Seaton, and seven (7) former directors of Umpqua
were appointed to serve as directors of Columbia, in each case effective as of
the Effective Time: Cort L. O'Haver, Peggy Y. Fowler, Luis F. Machuca, Maria M.
Pope, John F. Schultz, Hilliard C. Terry, III and Anddria Varnado (such former
directors of Umpqua, the "New Directors"). Other than the Merger Agreement, and
in the case of Mr. O'Haver, the Amended and Restated Bylaws and the O'Haver
Letter Agreement (as defined below), there are no arrangements between the New
Directors and any other person pursuant to which the New Directors were selected
as directors. There are no transactions in which any New Director has an
interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with the completion of the transactions contemplated by the Merger
Agreement, Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine
Terrano resigned effective as of the Effective Time, and Ford Elsaesser retired
from the Board effective as of the Effective Time.

Biographical Information. Biographical information related to the New Directors
can be found in the annual report on Form 10-K filed by Umpqua with the SEC on
February 24, 2023.

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Board Committee Assignments after the Merger. The Audit Committee, Compensation
Committee, Enterprise Risk Management Committee, and Nominating and Governance
Committee of the Board are comprised of the following members, in each case
effective as of the Effective Time:

                                                         Enterprise Risk             Nominating and
Audit Committee          Compensation Committee       Management Committee        Governance Committee
Randal L. Lund (Chair)   Luis F. Machuca (Chair)   Elizabeth W. Seaton (Chair)   Peggy Y. Fowler (Chair)
Eric S. Forrest          Mark A. Finkelstein       S. Mae Fujita Numata          Eric S. Forrest
S. Mae Fujita Numata     Peggy Y. Fowler           Mark A. Finkelstein           Mark A. Finkelstein
Maria M. Pope            Elizabeth W. Seaton       Randal L. Lund                Luis F. Machuca
John F. Schultz          Maria M. Pope             Luis F. Machuca               John F. Schultz
Elizabeth W. Seaton      John F. Schultz           Maria M. Pope                 Hilliard C. Terry, III
Hilliard C. Terry, III   Anddria Varnado           Hilliard C. Terry, III

Anddria Varnado

Lead Independent Director. Pursuant to the Merger Agreement, Craig D. Eerkes was appointed as the Lead Independent Director of the Board effective as of the Effective Time.



Director Compensation. In connection with the Closing, the Board approved the
following compensation for non-employee directors for the 12-month period
following Columbia's 2022 annual meeting of stockholders, as permitted by the
formula set forth in Columbia's 2018 Equity Incentive Plan and prorated for the
partial year served from the date of the Closing until the expiration of such
12-month period.

Annual Cash Retainer                                                      $ 54,400

Annual Lead Independent Director Retainer                                 $

52,000



Committee Member Annual Retainers
Audit                                                                     $

9,200


Compensation                                                              $

6,900

All other committees and Financial Pacific Leasing and Columbia Trust Company board service

                                               $

4,600



Committee Chair Annual Retainers
Audit                                                                     $

17,300


Compensation                                                              $

13,900


All other committees and Financial Pacific Leasing and Columbia
Trust Company board service                                               $ 10,400

Annual Equity Retainer                                                    $ 81,000


The Annual Equity Retainer comprises a restricted stock award under Columbia's
2018 Equity Incentive Plan, with an annual grant date value of $81,000, which
amount is prorated for the number of days between the March 1, 2023 and May 25,
2023. Such restricted stock award will vest in full on the earlier of the date
of Columbia's 2023 annual meeting of stockholders and May 25, 2023.

Appointment of Executive Chair of the Board of Directors



Effective as of the Effective Time, in accordance with the terms of the Merger
Agreement, Cort L. O'Haver, the former President and Chief Executive Officer of
Umpqua, was appointed Executive Chair of the board of directors of Columbia (the
"Board") and of Umpqua Bank. Mr. O'Haver, age 60, served from 2017 through the
Closing Date as President and Chief Executive Officer of Umpqua after having
served as Umpqua's Executive Vice President of Commercial Banking from 2010 to
2013, Senior Vice President of Commercial Banking from 2013 to 2014 and
President of Commercial Banking from 2014 to 2016.

As previously described in the S-4 Registration Statement, Columbia entered into
a letter agreement with Mr. O'Haver, dated October 11, 2021, setting forth the
terms of his employment with, and service to, Columbia following the
consummation of the Merger (the "O'Haver Letter Agreement"). For a description
the O'Haver Letter Agreement, please see the subsection in the
. . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.




In connection with the consummation of the Mergers, Columbia filed articles of
amendment with the Washington Secretary of State for the purpose of amending its
Amended and Restated Articles of Incorporation, as amended, to increase the
total number of authorized shares of Columbia Common Stock from 115,000,000 to
520,000,000 (the "Articles of Amendment"). The Articles of Amendment became
effective on February 28, 2023, immediately prior to the Effective Time.

Effective immediately prior to the Effective Time, the bylaws of Columbia were
amended and restated to reflect certain governance matters (the "Amended and
Restated Bylaws"). The changes to the bylaws of Columbia reflected in the
Amended and Restated Bylaws, as required by the Merger Agreement, have been
previously described in the section of the joint proxy statement/prospectus
contained in the   Registration Statement   entitled "The Mergers-Governance of
the Combined Company after the Mergers," which description is incorporated
herein by reference.

The foregoing summaries and referenced descriptions of the Articles of Amendment
and Amended and Restated Bylaws do not purport to be complete and are qualified
in their entirety by reference to the full text of Columbia's Amended and
Restated Articles of Incorporation, Articles of Amendment and Amended and
Restated Bylaws, copies of which are attached hereto as Exhibits 3.1, 3.2, 3.3
and 3.4, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.


Item 8.01 Other Events.


On March 1, 2023, Columbia and Umpqua jointly issued a press release announcing
the completion of their all-stock combination. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.




The financial statements of Umpqua required by Item 9.01(a) of Form 8-K will be
filed by amendment no later than 71 calendar days after the date this Current
Report on Form 8-K is required to be filed.

(b) Pro forma financial information.




The pro forma financial information required by Item 9.01(b) of Form 8-K will be
filed by amendment no later than 71 calendar days after the date this Current
Report on Form 8-K is required to be filed.

(d) Exhibits.



Exhibit No.       Description

2.1                 Agreement and Plan of Merger, dated October 11, 2021, by and
                  among Umpqua Holdings Corporation, Columbia Banking System, Inc.
                  and Cascade Merger Sub, Inc. (incorporated by reference to
                  Exhibit 2.1 of Columbia Banking System, Inc.'s Form 8-K filed
                  with the SEC on October 15, 2021 (File No. 000-20288)).

2.2                 Amendment No. 1, dated as of January 9, 2023, to the Agreement
                  and Plan of Merger, dated as of October 11, 2021, by and among
                  Umpqua Holdings Corporation, Columbia Banking System, Inc. and
                  Cascade Merger Sub, Inc. (incorporated by reference to
                  Exhibit 2.1 of Columbia Banking System, Inc.'s Form 8-K filed
                  with the SEC on January 10, 2023 (File No. 000-20288)).

3.1                 Amended and Restated Articles of Incorporation of Columbia
                  Banking System, Inc. (incorporated by reference to Exhibit 3.1 to
                  Columbia Banking System, Inc.'s Quarterly Report on Form 10-Q for
                  the quarter ended March 31, 2013, filed with the SEC on May 7,
                  2013 (File No. 000-20288)).

3.2                 Articles of Amendment of the Amended and Restated Articles of
                  Incorporation of Columbia Banking System, Inc., effective as of
                  April 22, 2015 (incorporated by reference to Exhibit 4.4 to
                  Columbia Banking System, Inc.'s Registration Statement on Form
                  S-3 filed with the SEC on August 6, 2015 (File No. 333-206125)).


3.3                 Articles of Amendment of the Amended and Restated Articles of
                  Incorporation of Columbia Banking System, Inc., effective as of
                  February 28, 2023.

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3.4          Amended and Restated Bylaws of Columbia Banking System, Inc.

10.1         Letter Agreement, dated as of October 11, 2021, by and between
           Columbia Banking System, Inc. and Cort O'Haver.

10.2         Letter Agreement, dated as of March 1, 2023, by and between Columbia
           Banking System, Inc. and Ronald Farnsworth.

10.3         Letter Agreement, dated as of March 1, 2023, by and between Columbia
           Banking System, Inc. and Lisa White.

10.4         Letter Agreement, dated as of March 1, 2023, by and between Columbia
           Banking System, Inc. and Aaron Deer.

10.5         Letter Agreement, dated as of March 1, 2023, by and between Columbia
           Banking System, Inc. and Eric Eid.

10.6         Letter Agreement, dated as of March 1, 2023, by and between Columbia
           Banking System, Inc. and Christopher Merrywell.

10.7         Columbia Banking System, Inc. 2023 Deferred Compensation Plan.

99.1         Joint Press Release of Umpqua Holdings Corporation and Columbia
           Banking System, Inc., dated March 1, 2023.

104        104 Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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