Item 8.01.

Other events.

On October 25, 2022, the Federal Reserve Board of Governors (the “Federal Reserve Board”) approved Columbia Banking System, Inc.’s (“Columbia”) application for the previously announced combination of Columbia and Umpqua Holdings. Corporation (“Umpqua”) pursuant to the agreement and plan of merger (the “Merger Agreement”), dated October 11, 2021, by and between Umpqua, Columbia and Cascade Merger Sub, Inc. (“Merger Sub” ), which provides, among other things and subject to the terms and conditions set forth therein, that (i) Merger Sub will merge with and into Umpqua, with Umpqua as the surviving company, (ii) immediately following such merger, Umpqua will merge with and in Columbia, with Columbia as the surviving company, and (iii) shortly after such subsequent merger, Columbia State Bank, a Washington State chartered commercial bank and wholly owned subsidiary of Columbia, will merge with and into Umpqua Bank, an Oregon State-chartered commercial bank and wholly-owned subsidiary of Umpqua (collectively, the “Transaction”).

Columbia and Umpqua have already received required regulatory approvals from the Oregon Department of Consumer and Business Services and the Washington Department of Financial Institutions regarding the transaction.

Completion of the transaction remains subject to the receipt of required regulatory approvals, including approval from the Federal Deposit Insurance Corporation, and other customary closing conditions set forth in the merger agreement.


This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections and statements regarding the benefits of the transaction, Columbia’s and Umpqua’s plans, goals, expectations and intentions, anticipated timing of the Transaction; and other statements that are not historical facts. These statements are subject to numerous assumptions, risks and uncertainties. All statements other than statements of historical fact, including statements of beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect”, “anticipate”, “believe”, “intend”, “estimate”, “plan”, “target”, “objective” or similar or future expressions or conditional verbs such as “will”, “may”, “could”, “should”, “could”, “could”, or similar variations. Forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

Although there is no assurance that any list of risks and uncertainties or risk factors is complete, listed below are certain factors that could cause actual results to differ materially from those contained or underlying – as understood in forward-looking statements: changes in economic, political or industry conditions; the extent and duration of COVID-19[feminine] the pandemic and its impact on global economic and financial market conditions and on the respective businesses, results of operations and financial condition of Columbia and Umpqua; uncertainty of U.S. fiscal and monetary policy, including Federal Reserve interest rate policies or the effects of any decline in housing and commercial real estate prices, high unemployment rates or increasing, or any slowdown in, economic growth, particularly in the western United States; volatility and disruptions in global capital and credit markets; interest rate movements; LIBOR reform; competitive pressures, including on product prices and services; the success, impact and timing of Columbia’s and Umpqua’s respective business strategies, including market acceptance of any new product or service and Columbia’s and Umpqua’s ability to successfully implement efficiency and operational excellence initiatives; the nature, extent, timing and results of governmental actions, reviews, reviews, reforms, regulations and interpretations; changes in laws or regulations; the occurrence of any event, change or other circumstance that may give rise to the right of either or both parties to terminate the merger agreement to which Columbia and Umpqua are parties; the outcome of any legal proceedings that have been or may be brought against Columbia or Umpqua; delays in completing the Transaction; the inability to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); failure to comply with any of the other conditions of the Transaction in a timely manner or at all; changes in Columbia’s or Umpqua’s stock price prior to closing, including due to the other party’s financial performance prior to closing, or more generally due to broader stock market movements, and the performance financial companies and peer group companies; the possibility that the expected benefits of the Transaction may not be realized when expected or at all, including due to the impact or issues arising from the integration of the two companies or due to the strength of the economic and competitive factors in the areas in which Columbia and Umpqua do business; certain restrictions during the duration of the Operation which


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