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What changed in COLUMBIA BANKING SYSTEM, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of COLUMBIA BANKING SYSTEM, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+449 added−451 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-25)

Top changes in COLUMBIA BANKING SYSTEM, INC.'s 2025 10-K

449 paragraphs added · 451 removed · 319 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

110 edited+32 added−31 removed111 unchanged
Biggest changeWe continue to innovate and find new ways to provide access to financial solutions across a diverse customer base. • In order to reduce the number of unprotected customers and financial loss, in 2024, we launched the fraud prevention initiative Success Against Fraud Events, or S.A.F.E., to reinforce the value of our fraud protection solutions for our business customers. • Underscoring our commitment to the growth and success of our customers and their needs, we surveyed 1,250 businesses nationwide to gauge their perspective and plans on the United States economy and business conditions. 2024 was the seventh year in a row that the Bank has published the Umpqua Bank Business Barometer Report with insights from these small and middle market business leaders throughout the country. • In 2024, we continued to invest in community lending efforts to promote access to homeownership for first-time homebuyers through responsible lending practices and education programs. • Our Client Advisory Board, comprised of customers from around our footprint, meets regularly to discuss new topics, industry trends, products and services that are important to them in order for them to build, operate and grow their businesses.
Biggest changeThe 2025 survey collected responses from nearly 1,300 businesses across the United States to gauge their perspective and plans regarding the United States economy and business conditions. • Our Client Advisory Board, comprised of customers from around our footprint, meets regularly to discuss new topics, industry trends, products and services that are important to them in order for them to build, operate, and grow their businesses.
Along with its subsidiaries, the Company is subject to the regulations of state and federal agencies and undergoes regular examinations by these regulatory agencies. The majority of the Bank’s loans and deposits are within its service areas in Oregon, Washington, California, Idaho, Nevada, Arizona, Colorado, and Utah.
Along with its subsidiaries, the Company is subject to the regulations of state and federal agencies and undergoes regular examinations by these regulatory agencies. The majority of the Bank’s loans and deposits are within its service areas in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington.
As we expand into new markets, we are taking steps that are designed to optimize the resources we consume and minimize the waste we create, limiting our operational impact so that we help both our communities and our bottom line. • Our fourteen material topics identified in 2024 included energy management, resource management, environmental impact of operations, and environmental benefits of products and services. • We maintain an Environmental Commitment Statement. • We annually report our Greenhouse Gas Inventory as well as our energy, water, and business travel usage.
As we expand into new markets, we are taking steps that are designed to optimize the resources we consume and minimize the waste we create, limiting our operational impact so that we help both our communities and our bottom line. • We maintain an Environmental Commitment Statement. • We annually report our Greenhouse Gas Inventory as well as our energy, water, and business travel usage. • Our fourteen material topics identified in 2024 included energy management, resource management, environmental impact of operations, and environmental benefits of products and services.
The FDIA establishes five capital categories (“well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized”), and the federal bank regulators are required to take certain mandatory supervisory actions, and are authorized to take other discretionary actions, with respect to institutions that are undercapitalized, significantly undercapitalized, or critically undercapitalized.
The FDIA establishes five capital categories (“well-capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized”), and the federal bank regulators are required to take certain mandatory supervisory actions, and are authorized to take other discretionary actions, with respect to institutions that are undercapitalized, significantly undercapitalized, or critically undercapitalized.
In May and July 2024, the Federal Housing Finance Agency, the FDIC, the National Credit Union Administration, and the OCC re-proposed the revised rules on incentive-based payment arrangements that prohibit incentive-based compensation the encourages inappropriate risk.
In May and July 2024, the Federal Housing Finance Agency, the FDIC, the National Credit Union Administration, and the OCC re-proposed the revised rules on incentive-based payment arrangements that prohibit incentive-based compensation that encourages inappropriate risk.
The Patriot Act, in relevant part, (i) prohibits banks from providing correspondent accounts directly to foreign shell banks; (ii) imposes due diligence requirements on banks opening or holding accounts for foreign financial institutions or wealthy foreign individuals; (iii) requires financial institutions to establish an anti-money-laundering compliance program; and (iv) eliminates civil liability for persons who file suspicious activity reports.
The USA PATRIOT Act, in relevant part, (i) prohibits banks from providing correspondent accounts directly to foreign shell banks; (ii) imposes due diligence requirements on banks opening or holding accounts for foreign financial institutions or wealthy foreign individuals; (iii) requires financial institutions to establish an anti-money-laundering compliance program; and (iv) eliminates civil liability for persons who file suspicious activity reports.
As a result of our strong commitment to highly personalized, relationship-oriented customer service, our diverse products, our strategic branch locations, and the long-standing community presence of our associates, we believe we are well positioned to attract new customers while not only retaining existing customers, but also deepening our relationship with them.
As a result of our strong commitment to highly personalized, relationship-oriented customer service, our diverse products, our strategic branch locations, and the long-standing community presence of our associates, we believe we are well positioned to attract new customers while not only retaining existing customers but also deepening our relationships with them.
Umpqua Bank is an Oregon state-chartered commercial bank, the deposits of which are insured in whole or in part by the FDIC. Business Strategy Columbia, through its principal subsidiary, Umpqua Bank, seeks to bank businesses of all sizes, along with their owners, executives, and employees, in addition to the residents of the communities we serve.
Columbia Bank is an Oregon state-chartered commercial bank, the deposits of which are insured in whole or in part by the FDIC. Business Strategy Columbia, through its principal subsidiary, Columbia Bank, seeks to bank businesses of all sizes, along with their owners, executives, and employees, in addition to the residents of the communities we serve.
We compete with traditional banking institutions, as well as non-bank financial service providers, such as credit unions, mortgage companies, fintechs, and online based financial service providers. In our market areas of Oregon, Washington, California, Idaho, Nevada, Arizona, Colorado, and Utah, major national banks generally hold top market share positions.
We compete with traditional banking institutions, as well as non-bank financial service providers, such as credit unions, mortgage companies, fintechs, and online based financial service providers. In our market areas of Arizona, California, Colorado, Idaho, Nevada, Oregon, Texas, Utah, and Washington, major national banks generally hold top market share positions.
Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995.
Forward-Looking Statements This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995.
As a division of Umpqua Bank, the Wealth Management team provides a full suite of financial planning, investment, trust, insurance, and private banking solutions to individuals, families, and businesses through Columbia Wealth Advisors, Columbia Trust Company, and Columbia Private Bank.
As a division of Columbia Bank, the Wealth Management team provides a full suite of financial planning, investment, trust, insurance, and private banking solutions to individuals, families, and businesses through Columbia Wealth Advisors, Columbia Trust Company, Columbia Private Trust, and Columbia Private Bank.
These regulations and restrictions may limit the Company’s ability to obtain funds from Umpqua Bank for its cash needs, including funds for payment of dividends, interest, and operational expenses. Banks are also subject to certain restrictions imposed by the Federal Reserve Act on extensions of credit to executive officers, directors, principal shareholders, or any related interests of such persons.
These regulations and restrictions may limit the Company’s ability to obtain funds from Columbia Bank for its cash needs, including funds for payment of dividends, interest, and operational expenses. Banks are also subject to certain restrictions imposed by the Federal Reserve Act on extensions of credit to executive officers, directors, principal shareholders, or any related interests of such persons.
Banks are also subject to certain lending limits and restrictions on overdrafts to insiders. A violation of these restrictions may result in the assessment of substantial civil monetary penalties, regulatory enforcement actions, and other regulatory sanctions. The Umpqua Bank board has established controls to ensure compliance with regulatory expectations around affiliated transactions. Regulation of Management .
Banks are also subject to certain lending limits and restrictions on overdrafts to insiders. A violation of these restrictions may result in the assessment of substantial civil monetary penalties, regulatory enforcement actions, and other regulatory sanctions. The Columbia Bank board has established controls to ensure compliance with regulatory expectations around affiliated transactions. Regulation of Management .
The CFPB engages in several activities, including (i) investigating consumer complaints about credit cards and mortgages, (ii) launching supervisory programs, (iii) conducting research for and developing mandatory financial product disclosures, and (iv) engaging in consumer financial protection rulemaking. Umpqua Bank has established a compliance management system designed to ensure consumer protection.
The CFPB engages in several activities, including (i) investigating consumer complaints about credit cards and mortgages, (ii) launching supervisory programs, (iii) conducting research for and developing mandatory financial product disclosures, and (iv) engaging in consumer financial protection rulemaking. Columbia Bank has established a compliance management system designed to ensure consumer protection.
The final rule also contains a credibility standard which provides that an informational filing can be found “not credible” if the information and analysis in the informational filing are not supported with observable and verifiable capabilities and date and reasonable projections, or the IDI fails to comply in all material respects with the requirements of the final rule.
The final rule also contains a credibility standard which provides that an informational filing can be found “not credible” if the information and analysis in the informational filing are not supported with observable and verifiable capabilities and data and reasonable projections, or the IDI fails to comply in all material respects with the requirements of the final rule.
Under Federal Reserve policy and federal law, the Company is required to act as a source of financial and managerial strength to Umpqua Bank, including at times when we may not be in a financial position to provide such resources, and it may not be in our, or our shareholders’ best interests to do so.
Under Federal Reserve policy and federal law, the Company is required to act as a source of financial and managerial strength to Columbia Bank, including at times when we may not be in a financial position to provide such resources, and it may not be in our, or our shareholders’ best interests to do so.
In addition, state and federal regulatory authorities are authorized to prohibit banks and holding companies from paying dividends that would constitute an unsafe or unsound banking practice. The Bank currently has an accumulated deficit and is required to seek FDIC and DCBS approval for dividends from Umpqua Bank to the Company.
In addition, state and federal regulatory authorities are authorized to prohibit banks and holding companies from paying dividends that would constitute an unsafe or unsound banking practice. The Bank currently has an accumulated deficit and is required to seek FDIC and DCBS approval for dividends from Columbia Bank to the Company.
This means that the Company is required to commit resources, as necessary, to support Umpqua Bank. Any capital loans the Company makes to Umpqua Bank are subordinate to deposits and to certain other indebtedness of Umpqua Bank. State Law Restrictions . As a Washington corporation, the Company is subject to certain limitations and restrictions under applicable Washington corporate law.
This means that the Company is required to commit resources, as necessary, to support Columbia Bank. Any capital loans the Company makes to Columbia Bank are subordinate to deposits and to certain other indebtedness of Columbia Bank. State Law Restrictions . As a Washington corporation, the Company is subject to certain limitations and restrictions under applicable Washington corporate law.
In addition to the factors set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K, the following factors, among others, could cause actual results to differ materially from the anticipated results expressed or implied by forward-looking statements: • changes in general economic, political, or industry conditions, and in conditions impacting the banking industry specifically; • deterioration in economic conditions that could result in increased loan and lease losses, especially those risks associated with concentrations in real estate related loans; • uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve or the effects of any declines in housing and commercial real estate prices, high or increasing unemployment rates, continued or renewed inflation, or any recession or slowdown in economic growth particularly in the western United States; • volatility and disruptions in global capital and credit markets; • the impact of proposed or imposed tariffs by the U.S. government or potential retaliatory tariffs imposed by U.S. trading partners that could have an adverse impact on customers; • the impact of bank failures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; • changes in interest rates that could significantly reduce net interest income and negatively affect asset yields and valuations and funding sources, including impacts on prepayment speeds; • competitive pressures among financial institutions and nontraditional providers of financial services, including on product pricing and services; • continued consolidation in the financial services industry resulting in the creation of larger financial institutions that have greater resources; • our ability to successfully, including on time and on budget, implement and sustain information technology product and system enhancements and operational initiatives; • our ability to attract new deposits and loans and leases; • our ability to retain deposits; • our ability to achieve the efficiencies and enhanced financial and operating performance we expect to realize from investments in personnel, acquisitions, and infrastructure; 5 Table of Conte n t s • the possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and capital; • demand for financial services in our market areas; • stability, cost, and continued availability of borrowings and other funding sources, such as brokered and public deposits; • changes in legal or regulatory requirements or the results of regulatory examinations that could increase expenses or restrict growth; • changes in the scope and cost of FDIC insurance and other coverage; • our ability to manage climate change concerns, related regulations, and potential impacts on the creditworthiness of our customers; • our ability to recruit and retain key management and staff; • our ability to raise capital or incur debt on reasonable terms; • regulatory limits on the Bank's ability to pay dividends to the Company that could impact the timing and amount of dividends to shareholders; • financial services reform and the impact of legislation and implementing regulations on our business operations, including our compliance costs, interest expense, and revenue; • a breach or failure of our operational or security systems, or those of our third-party vendors, including as a result of cyber-attacks; • success, impact, and timing of our business strategies, including market acceptance of any new products or services; • the outcome of legal proceedings; • our ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk and regulatory and compliance risk; • the possibility that the anticipated benefits from ongoing initiatives to improve operational performance are not realized in the amounts or when expected if at all; • economic forecast variables that are either materially worse or better than end of quarter projections and deterioration in the economy that exceeds current consensus estimates; • the effect of geopolitical instability, including wars, conflicts, and terrorist attacks; • natural disasters, including earthquakes, tsunamis, flooding, fires, pandemics, and other similarly unexpected events outside of our control; • our ability to effectively manage problem credits; • our ability to successfully negotiate with landlords or reconfigure facilities; and • the effects of any damage to our reputation resulting from developments related to any of the items identified above.
Risks and uncertainties include those set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K, the following factors that, among others, could cause actual results to differ materially from the anticipated results expressed or implied by forward-looking statements: • changes in general economic, political, or industry conditions, and in conditions impacting the banking industry specifically; • deterioration in economic conditions that could result in increased loan and lease losses, especially those risks associated with concentrations in real estate related loans; • uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve or the effects of any declines in housing and CRE prices, high or increasing unemployment rates, renewed inflation, or any recession or slowdown in economic growth particularly in the western United States; • volatility and disruptions in global capital and credit markets; • risks related to the acquisition of Pacific Premier including, among others, cost savings and any revenue or expense synergies from the acquisition may not be fully realized or may take longer than anticipated to be realized; • the impact of proposed or imposed tariffs by the U.S. government and retaliatory tariffs proposed or imposed by U.S. trading partners that could have an adverse impact on customers; • the impact of bank failures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; • changes in interest rates that could significantly reduce net interest income and negatively affect asset yields and valuations and funding sources, including impacts on prepayment speeds; • competitive pressures among financial institutions and nontraditional providers of financial services, including on product pricing and services; • continued consolidation in the financial services industry resulting in the creation of larger financial institutions that have greater resources; • our ability to successfully, including on time and on budget, implement and sustain information technology product and system enhancements and operational initiatives; • our ability to attract new deposits and loans and leases; • our ability to retain deposits; 5 Table of Contents • our ability to achieve the efficiencies and enhanced financial and operating performance we expect to realize from investments in personnel, acquisitions, and infrastructure; • the possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and capital; • demand for financial services in our market areas; • stability, cost, and continued availability of borrowings and other funding sources, such as brokered and public deposits; • changes in legal or regulatory requirements or the results of regulatory examinations that could increase expenses or restrict growth; • changes in the scope and cost of FDIC insurance and other coverage; • our ability to manage climate change concerns, related regulations, and potential impacts on the creditworthiness of our customers; • our ability to recruit and retain key management and staff; • our ability to raise capital or incur debt on reasonable terms; • regulatory limits on the Bank's ability to pay dividends to the Company that could impact the timing and amount of dividends to shareholders; • financial services reform and the impact of legislation and implementing regulations on our business operations, including our compliance costs, interest expense, and revenue; • a breach or failure of our operational or security systems, or those of our third-party vendors, including as a result of cyber-attacks; • success, impact, and timing of our business strategies, including market acceptance of any new products or services; • the outcome of legal proceedings; • our ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, and regulatory and compliance risk; • the possibility that the anticipated benefits from ongoing initiatives to improve operational performance are not realized in the amounts or when expected if at all; • economic forecast variables that are either materially worse or better than end of quarter projections and deterioration in the economy that exceeds current consensus estimates; • the effect of geopolitical instability, including wars, conflicts, and terrorist attacks; • natural disasters, including earthquakes, tsunamis, flooding, fires, pandemics, and other similarly unexpected events outside of our control; • our ability to effectively manage problem credits; • our ability to successfully negotiate with landlords or reconfigure facilities; and • the effects of any damage to our reputation resulting from developments related to any of the items identified above.
All information in the table was obtained from S&P Global, which compiles deposit data published by the Federal Deposit Insurance Corporation as of June 30, 2024 and updates the information for any bank mergers and acquisitions completed subsequent to the reporting date.
All information in the table was obtained from S&P Global, which compiles deposit data published by the Federal Deposit Insurance Corporation as of June 30, 2025 and updates the information for any bank mergers and acquisitions completed subsequent to the reporting date.
Our approach to sustainability is about making responsible business decisions that support all of our stakeholders for the long term, and it is embedded in the fabric of our corporate values and culture, driving us to think very intentionally about how we serve our communities.
Our approach to sustainability is about making responsible business decisions that support all of our stakeholders for the long term, and it is embedded in the fabric of our corporate values and culture, driving us to think very intentionally about how we serve our communities every day.
For example, state law restrictions in Washington include limitations and restrictions relating to indemnification of directors, distributions to shareholders, transactions involving directors, officers or interested shareholders, maintenance of books, records and minutes, and observance of certain corporate formalities. Federal and State Regulation of Umpqua Bank General .
For example, state law restrictions in Washington include limitations and restrictions relating to indemnification of directors, distributions to shareholders, transactions involving directors, officers or interested shareholders, maintenance of books, records and minutes, and observance of certain corporate formalities. Federal and State Regulation of Columbia Bank General .
Under the Oregon Bank Act and the Federal Deposit Insurance Corporation Improvement Act of 1991, Umpqua Bank is subject to restrictions on the payment of cash dividends to its parent company and may be required to receive prior approval in certain circumstances.
Under the Oregon Bank Act and the Federal Deposit Insurance Corporation Improvement Act of 1991, Columbia Bank is subject to restrictions on the payment of cash dividends to its parent company and may be required to receive prior approval in certain circumstances.
The deposits of Umpqua Bank, an Oregon state-chartered commercial bank in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington, are insured by the FDIC. As a result, Umpqua Bank is subject to supervision and regulation by the DCBS and the FDIC.
The deposits of Columbia Bank, an Oregon state-chartered commercial bank in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington, are insured by the FDIC. As a result, Columbia Bank is subject to supervision and regulation by the DCBS and the FDIC.
Stakeholder Engagement We solicit input from our stakeholders through a variety of channels, including: • Customers may provide feedback to any of our associates through our customer resource center and through outreach from our customer insights team. • Associates may provide feedback through periodic engagement surveys, executive listening sessions, and all-hands and division calls. • Community members or representatives may reach out anytime or talk directly with footprint-based Community Impact Officers. • We maintain regular contact with government entities and regulatory bodies. • Shareholders regularly interact with our executive management team at investor conferences, road shows and 1:1 meetings, and they may contact our Director of Investor Relations directly or via our Investor Relations webpage (www.columbiabankingsystem.com).
Stakeholder Engagement We solicit input from our stakeholders through a variety of channels, including: • Customers may provide feedback to any of our associates through our customer resource center and through outreach from our customer insights team. • Associates may provide feedback through periodic engagement surveys, executive listening sessions, and all-hands and division calls. • Community members or representatives may reach out anytime or talk directly with footprint-based Community Impact Officers. • We maintain regular contact with government entities and regulatory bodies to support transparency and alignment with applicable requirements. • Shareholders regularly interact with our executive management team at investor conferences, road shows and 1:1 meetings, and they may contact our Director of Investor Relations directly or via our Investor Relations webpage (www.columbiabankingsystem.com).
The Sanctions Laws are intended to restrict transactions with persons, companies, or foreign governments sanctions by U.S. authorities. An institution that fails to meet these standards may be subject to regulatory sanctions, including limitations on growth. Umpqua Bank has established compliance programs designed to comply with the BSA, the Patriot Act and applicable Sanctions Laws.
The Sanctions Laws are intended to restrict transactions with persons, companies, or foreign governments sanctions by U.S. authorities. An institution that fails to meet these standards may be subject to regulatory sanctions, including limitations on growth. Columbia Bank has established compliance programs designed to comply with the BSA, the USA PATRIOT Act and applicable Sanctions Laws.
The Patriot Act also includes provisions providing the government with power to investigate terrorism, including expanded government access to bank account records. Umpqua Bank is also subject to regulation under the International Emergency Economic Powers Act and the Trading with the Enemy Act, as administered by the United States Treasury Department’s Office of Foreign Assets Control (“Sanctions Laws”).
The USA PATRIOT Act also includes provisions providing the government with power to investigate terrorism, including expanded government access to bank account records. Columbia Bank is also subject to regulation under the International Emergency Economic Powers Act and the Trading with the Enemy Act, as administered by the United States Treasury Department’s Office of Foreign Assets Control (“Sanctions Laws”).
We make forward-looking statements including, but not limited to, statements about derivatives and hedging; the results and performance of models and economic forecasts used in our calculation of the ACL; projected sources of funds and the Company's liquidity position and deposit level and types; our securities portfolio; loan sales; adequacy of our ACL, including the RUC; provision for credit losses; non-performing loans and future losses; our commercial real estate portfolio, its collectability and subsequent charge-offs; resolution of non-accrual loans; mortgage volumes and the impact of rate changes; the economic environment; inflation and interest rates generally; litigation; dividends; junior subordinated debentures; fair values of certain assets and liabilities, including MSR values and sensitivity analyses; tax rates; deposit pricing; and the effect of accounting pronouncements and changes in accounting methodology.
We make forward-looking statements including, but not limited to, statements about derivatives and hedging; the results and performance of models and economic assumptions used in our calculation of the ACL; projected sources of funds and the Company's liquidity position and deposit level and types; our securities portfolio; loan sales; adequacy of our ACL, including the RUC; provision for credit losses; non-performing loans and future losses; our CRE portfolio, its collectability and subsequent charge-offs; resolution of non-accrual loans; mortgage volumes and the impact of rate changes; the economic environment; inflation and interest rates generally; litigation; dividends; junior subordinated debentures; fair values of certain assets and liabilities, including MSR values and sensitivity analyses; tax rates; deposit pricing; and the effect of accounting pronouncements and changes in accounting methodology.
As Umpqua Bank focuses on banking the full customer relationship and meeting the needs of customers of all sizes, we offer treasury management and payments solutions to our customers through our Global Payments & Deposits group.
As Columbia Bank focuses on banking the full customer relationship and meeting the needs of customers of all sizes, we offer treasury management and payments solutions to our customers through our Global Payments & Deposits group.
Certain of such legislation could dramatically affect the regulation of the banking industry. We cannot predict if any such legislation will be adopted or if it is adopted how it would affect the business of Umpqua Bank or the Company.
Certain of such legislation could dramatically affect the regulation of the banking industry. We cannot predict if any such legislation will be adopted or if it is adopted how it would affect the business of Columbia Bank or the Company.
In October 2024, the CFPB adopted a final rule regarding personal financial data rights that applies to financial institutions that offer consumer deposit accounts such as Umpqua Bank.
In October 2024, the CFPB adopted a final rule regarding personal financial data rights that applies to financial institutions that offer consumer deposit accounts such as Columbia Bank.
In addition, Umpqua Bank is subject to regulation by the financial institution oversight authorities in the states of Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington.
In addition, Columbia Bank is subject to regulation by the financial institution oversight authorities in the states of Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington.
The proposed rule would eliminate the existing exemption from FDIC approval for acquisitions of voting securities at the bank holding company level for which the Federal Reserve reviews a notice pursuant to the Change in Bank Control Act of 1978. Holding Company Control of Nonbanks.
The proposed rule would eliminate the existing exemption from FDIC approval for acquisitions of voting securities at the bank holding company level for which the Federal Reserve reviews a notice pursuant to the Change in Bank Control Act of 1978. In May 2025, the FDIC rescinded the proposed rule. Holding Company Control of Nonbanks.
Some insurance companies and brokerage firms compete for deposits by offering rates that are higher than the weighted average market price and may be inappropriate for the Bank in relation to its asset and liability management objectives. Credit unions present a significant competitive challenge for our banking services and products.
Some insurance companies and brokerage firms compete for deposits by offering rates that are higher than the weighted average market price and may be inappropriate for the Bank in relation to its asset and liability management objectives. 8 Table of Contents Credit unions present a significant competitive challenge for our banking services and products.
Our annual Corporate Responsibility Report is available at the “About Us-Our Impact” section of the Bank's website (www.umpquabank.com) but is not incorporated by reference into this Annual Report on Form 10-K. This report provides additional detail about our commitment to operating responsibly and building long-term value for all of our stakeholders.
Our annual Corporate Citizenship Report is available at the “About Us-Our Impact” section of the Bank's website (www.columbiabank.com) but is not incorporated by reference into this Annual Report on Form 10-K. This report provides additional detail about our commitment to operating responsibly and building long-term value for all of our stakeholders.
The special assessments will be collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024.
The special assessments were collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024.
In June 2024, the United States Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a proposed rule that would amend the anti-money laundering/countering the financing of terrorism (“AML/CFT”) program requirements for all financial institutions subject to the BSA with AML/CFT program obligations, including the Bank.
In August 2024, the United States Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a final rule that would amend the anti-money laundering/countering the financing of terrorism (“AML/CFT”) program requirements for all financial institutions subject to the BSA with AML/CFT program obligations, including the Bank.
Federal law (i) sets forth circumstances under which officers or directors of a bank may be removed by the institution’s federal supervisory agency; (ii) places constraints on lending by a bank to its executive officers, directors, principal shareholders, and their related interests; and (iii) generally prohibits management personnel of a bank from serving as directors or in other management positions of another financial institution whose assets exceed a specified amount or which has an office within a specified geographic area.
Federal law (i) sets forth circumstances under which officers or directors of a bank may be removed by the institution’s federal supervisory agency; (ii) places constraints on lending by a bank to its executive officers, directors, principal shareholders, and their related interests; and (iii) generally prohibits management personnel of a bank from serving as directors or in other management positions of another financial institution whose assets exceed a specified amount or which has an office within a specified geographic area. 16 Table of Contents Safety and Soundness Standards .
Supervision and Regulation The following discussion provides an overview of certain elements of the extensive regulatory framework applicable to the Company and Umpqua Bank, which operates in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington.
Supervision and Regulation The following discussion provides an overview of certain elements of the extensive regulatory framework applicable to the Company and Columbia Bank, which operates in Arizona, California, Colorado, Idaho, Nevada, Oregon, Texas, Utah, and Washington.
The information filing does not require, among other things, development of an identified strategy for resolution of the IDI in a failure scenario. Umpqua Bank’s initial informational filing under the final rule will be due on or before April 1, 2026.
The information filing does not require, among other things, development of an identified strategy for resolution of the IDI in a failure scenario. Columbia Bank’s initial informational filing under the final rule will be due on or before July 1, 2026.
As of December 31, 2024, Columbia and the Bank met all capital adequacy requirements under the Capital Rules, as described below.
As of December 31, 2025, Columbia and the Bank met all capital adequacy requirements under the Capital Rules, as described below.
Our primary state regulator regularly examines the Bank or participates in joint examinations with the FDIC; these agencies may prohibit the Bank from engaging in what they believe constitute unsafe or unsound banking practices. Consumer Protection .
Our primary state regulator regularly examines the Bank or participates in joint examinations with the FDIC; these agencies may prohibit the Bank from engaging in what they believe constitute unsafe or unsound banking practices. 14 Table of Contents Consumer Protection .
We provide loans to individual borrowers for a variety of purposes, including secured and unsecured personal loans, home equity and personal lines of credit, and motor vehicle loans. Market Area and Competition The geographic markets we serve are highly competitive for deposits, loans, and leases.
We provide loans to individual borrowers for a variety of purposes, including secured and unsecured personal loans, home equity and personal lines of credit, and motor vehicle loans. Market Area and Competition The geographic markets we serve are highly competitive for deposits, loans, leases, and other fee-generating products and services.
We offer specialized loans for corporate, middle market, and small business customers, including commercial lines of credit and term loans, accounts receivable and inventory financing, international trade finance, commercial property loans, multifamily loans, equipment loans, commercial equipment leases, real estate construction loans and permanent financing, SBA program financing, and capital markets. 7 Table of Conte n t s Treasury Management and Payments.
We offer specialized loans for corporate, middle market, and small business customers, including commercial lines of credit and term loans, accounts receivable and inventory financing, international trade finance, commercial property loans, multifamily loans, equipment loans, commercial equipment leases, real estate construction loans and permanent financing, SBA program financing, and capital markets. Treasury Management and Payments.
Additionally, the Company expanded its corporate responsibility performance reporting in our most recent annual Corporate Responsibility Report to reference recommendations by the Task Force on Climate-related Financial Disclosure, alongside standards outlined by the Global Reporting Initiative and Sustainability Accounting Standards Board frameworks.
Additionally, the Company expanded its corporate responsibility performance reporting in our 2024 Corporate Citizenship Report to reference recommendations by the Task Force on Climate-related Financial Disclosure, alongside standards outlined by the Global Reporting Initiative and Sustainability Accounting Standards Board frameworks.
Our associates are encouraged to use their skills and passions to make a difference in their communities while growing their careers and being recognized and appreciated for their respective talents, backgrounds, and perspectives. 9 Table of Conte n t s • We emphasize a culture of kindness and positivity, encouraging behaviors consistent with our Do Right TOGETHER values 1 , which describe the qualities we expect all of our associates to embody every day in all interactions with other associates, customers, shareholders, and in our communities. • I nclusion and belonging are strong anchors in our foundation.
Our associates are encouraged to use their skills and passions to make a difference in their communities while growing their careers and being recognized and appreciated for their respective talents, backgrounds, and perspectives. 9 Table of Contents • We emphasize a culture of kindness and positivity, encouraging behaviors consistent with our Do Right values 1 , which describe the qualities we expect all of our associates to embody every day in all interactions with other associates, customers, shareholders, and in our communities. • Inclusion and belonging are strong anchors in our foundation.
The Company focuses on the genuine human connection and building long-term relationships by putting customer needs first. We see technology as a vital tool to better serve our customers expanding access to the expertise of our bankers. • We prioritize financial health and access to capital for our customers and communities.
The Company focuses on the genuine human connection and building long-term relationships through focused attention on customer needs. We see technology as a vital tool to better serve our customers expanding access to the expertise of our bankers. • We prioritize financial health and access to capital for our customers and communities.
Our approach is a concentrated focus on full banking relationships, bringing together collaborative teams from commercial and consumer banking as well as wealth management, and leveraging our retail branch network to provide community banking at scale through our "Business Bank of Choice" across the West strategy.
Our approach is a concentrated focus on full banking relationships, bringing together collaborative teams from commercial and consumer banking as well as wealth management, and leveraging our retail branch network to provide "Community Banking at Scale" in support of our "Business Bank of Choice" strategy.
We expect this trend of state-level cybersecurity regulation to continue and are continually monitoring developments in the states in which the Company operates. 20 Table of Conte n t s In February 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.
We expect this trend of state-level cybersecurity regulation to continue and are continually monitoring developments in the states in which the Company operates. In February 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.
The nature and impact of future changes in monetary policies and their impact on us cannot be predicted with certainty.
The nature and impact of future changes in monetary policies and their impact on us cannot be predicted with certainty. 23 Table of Contents
In addition, failure to implement or maintain adequate compliance programs could cause bank regulators not to approve an acquisition where regulatory approval is required or to prohibit an acquisition even if approval is not required. 13 Table of Conte n t s In July 2021, the Biden administration issued an executive order on competition, which included provisions relating to bank mergers.
In addition, failure to implement or maintain adequate compliance programs could cause bank regulators not to approve an acquisition where regulatory approval is required or to prohibit an acquisition even if approval is not required. In July 2021, the Biden administration issued an executive order on competition, which included provisions relating to bank mergers.
Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall and the institution’s “eligible retained income” (that is, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding four quarters). 17 Table of Conte n t s The Capital Rules provide for a number of deductions from and adjustments to CET1.
Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall and the institution’s “eligible retained income” (that is, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding four quarters).
The proposed rule would, among other things, require that (i) financial institutions have a risk assessment process to identify, evaluate, and document the financial institution’s money laundering, terrorist financing, and other illicit activity risks, and (ii) the risk assessment process must be updated on a periodic basis, including when certain material changes occur in the financial institution’s products, services, customer base, intermediaries, and geographic footprint.
The final rule, which was scheduled to go into effect on January 1, 2026, would, among other things, require that (i) financial institutions have a risk assessment process to identify, evaluate, and document the financial institution’s money laundering, terrorist financing, and other illicit activity risks, and (ii) the risk assessment process must be updated on a periodic basis, including when certain material changes occur in the financial institution’s products, services, customer base, intermediaries, and geographic footprint.
The FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion. The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment. As of September 30, 2024, the FDIC’s total loss estimate was $24.1 billion, of which $18.9 billion will be recovered through the special assessment.
The FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion. The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment. As of September 30, 2025, the FDIC’s total loss estimate to be recovered through the special assessment was $16.7 billion.
These products include business digital and mobile banking solutions, ACH, wires, positive pay, remote deposit capture, integrated payments, integrated receivables, lockbox, cash vault, Real-Time Payments via The Clearinghouse, commercial card, and foreign exchange and international banking related products. We also offer merchant services in coordination with a strategic partner.
These products include business digital and mobile banking solutions, ACH, wires, positive pay, remote deposit capture, integrated payments, integrated receivables, lockbox, cash vault, Real-Time Payments via The Clearinghouse, commercial card, fraud prevention solutions, open application programming interfaces banking, foreign exchange, trade and supply chain finance, and international banking-related products. We also offer merchant services in coordination with a strategic partner.
With respect to branches of Umpqua Bank, the Bank is also subject to certain laws and regulations governing its activities in the states in which we operate. 14 Table of Conte n t s State Bank Regulation . Umpqua Bank, as an Oregon state-chartered bank, is primarily subject to the state-level supervision and regulation of the DCBS.
With respect to branches of Columbia Bank, the Bank is also subject to certain laws and regulations governing its activities in the states in which we operate. State Bank Regulation . Columbia Bank, as an Oregon state-chartered bank, is primarily subject to the state-level supervision and regulation of the DCBS.
These standards cover internal controls, information systems and internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, such other operational and managerial standards as the agency determines to be appropriate, and standards for asset quality, earnings, and stock valuation.
Certain non-capital safety and soundness standards are also imposed upon banks. These standards cover internal controls, information systems and internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, such other operational and managerial standards as the agency determines to be appropriate, and standards for asset quality, earnings, and stock valuation.
In support of this, we periodically meet with our Community Advisory Panel, comprised of nonprofit partners that represent under-resourced groups from throughout the Bank’s footprint, to help to guide our efforts. • Through bank sponsorships as well as the Umpqua Bank Charitable Foundation, we are committed to providing sponsorship and grant funding in communities in which we have a physical banking presence.
In connection with these efforts, we periodically engage with a Community Advisory Panel comprised of nonprofit partners that represent under-resourced groups from throughout the Bank’s footprint, to help to guide our efforts. • Through bank sponsorships as well as the Columbia Bank Community Impact Fund, we are committed to providing sponsorship and grant funding in communities where we have a physical banking presence.
In November 2023, the FDIC finalized a rule that imposes special assessments to recover the losses to the DIF resulting from the FDIC’s use, in March 2023, of the systemic risk exception to the least-cost resolution test under the FDIA in connection with the receiverships of Silicon Valley Bank and Signature Bank.
The assessment base of a large IDI is its total assets less tangible equity. 21 Table of Contents In November 2023, the FDIC finalized a rule that imposes special assessments to recover the losses to the DIF resulting from the FDIC’s use, in March 2023, of the systemic risk exception to the least-cost resolution test under the FDIA in connection with the receiverships of Silicon Valley Bank and Signature Bank.
We do not intend to update any factors, except as required by SEC rules, or to publicly announce revisions to any of our forward-looking statements. Any forward-looking statement speaks only as of the date that such statement was made. You should consider any forward-looking statements in light of this explanation, and we caution you about relying on forward-looking statements.
We do not intend to update any factors, except as required by SEC rules, or to publicly announce revisions to any of our forward-looking statements. Any forward-looking statement speaks only as of the date that such statement was made.
Credit unions are also not currently subject to certain regulatory constraints, such as the Community Reinvestment Act, which, among other things, requires us to implement procedures to make and monitor loans throughout the communities we serve.
Credit unions are also not currently subject to certain regulatory constraints, such as the Community Reinvestment Act, which, among other things, requires us to implement procedures to make and monitor loans throughout the communities we serve. Adhering to such regulatory requirements raises the costs associated with our lending activities and reduces potential operating profits.
The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.
The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. 22 Table of Contents During the second quarter of 2016, the U.S. financial regulators, including the Federal Reserve and the SEC, first proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets.
We expect that the change in presidential administration will result in a regulatory agenda that differs from that of the previous presidential administration, which could lead to significant impacts on the rulemaking, supervision, examination, and enforcement priorities of federal agencies, including the federal banking agencies. We will continue to monitor regulatory developments and assess their impacts on the Company.
We expect that the current presidential administration's regulatory agenda will continue to differ from that of the previous presidential administration, which could lead to significant impacts on the rulemaking, supervision, examination, and enforcement priorities of federal agencies, including the federal banking agencies.
Under the rules currently in effect, the following table presents the requirements for an IDI to be classified as well-capitalized or adequately capitalized: “Well-capitalized” “Adequately capitalized” Total capital ratio of at least 10%, Total capital ratio of at least 8%, Tier 1 capital ratio of at least 8%, Tier 1 capital ratio of at least 6% CET1 ratio of at least 6.5%, CET1 ratio of at least 4.5%, and Tier 1 leverage ratio of at least 5%, and Tier 1 leverage ratio of at least 4%.
Generally, subject to a narrow exception, the FDIA requires the regulator to appoint a receiver or conservator for an institution that is critically undercapitalized. 18 Table of Contents Under the rules currently in effect, the following table presents the requirements for an IDI to be classified as well-capitalized or adequately capitalized: “Well-capitalized” “Adequately capitalized” Total capital ratio of at least 10%, Total capital ratio of at least 8%, Tier 1 capital ratio of at least 8%, Tier 1 capital ratio of at least 6% CET1 ratio of at least 6.5%, CET1 ratio of at least 4.5%, and Tier 1 leverage ratio of at least 5%, and Tier 1 leverage ratio of at least 4%.
You may obtain copies of these reports, and any amendments, through the investor relations section of our website at www.columbiabankingsystem.com . These reports are available through our website as soon as reasonably practicable after they are filed electronically with the SEC. 6 Table of Conte n t s Introduction Columbia Banking System, Inc.
You may obtain these reports and statements, and any amendments, from the SEC's website at www.sec.gov . You may obtain copies of these reports, and any amendments, through the investor relations section of our website at www.columbiabankingsystem.com . These reports are available through our website as soon as reasonably practicable after they are filed electronically with the SEC.
Prompt Corrective Action Framework The FDIA requires the federal bank regulators to take prompt corrective action in respect of depository institutions that fail to meet specified capital requirements.
The Bank is also subject to the prompt corrective action regulations pursuant to Section 38 of the FDIA. See “Prompt Corrective Action Framework” below. Prompt Corrective Action Framework The FDIA requires the federal bank regulators to take prompt corrective action in respect of depository institutions that fail to meet specified capital requirements.
The FDIC statement of policy will apply where the surviving bank is a state bank that is not a member of the Federal Reserve system. In September 2024, the Department of Justice withdrew from the 1995 Bank Merger Guidelines and issued a banking addendum to its 2023 Merger Guidelines, which will apply to all bank mergers.
In September 2024, the Department of Justice withdrew from the 1995 Bank Merger Guidelines and issued a banking addendum to its 2023 Merger Guidelines, which will apply to all bank mergers.
This regulatory framework is primarily designed for the protection of depositors, customers, federal DIFs and the banking system as a whole, rather than specifically for the protection of shareholders or non-depository creditors.
This regulatory framework is primarily designed for the protection of depositors, customers, federal DIFs, and the banking system as a whole, rather than specifically for the protection of shareholders or non-depository creditors. Due to the breadth and growth of this regulatory framework, our costs of compliance continue to increase in order to monitor and satisfy these requirements.
Umpqua Bank has established policies and risk management activities designed to ensure the safety and soundness of the Bank. 16 Table of Conte n t s Interstate Banking and Branching The Interstate Act together with the Dodd-Frank Act relaxed prior interstate branching restrictions under federal law by permitting, subject to regulatory approval, state and federally chartered commercial banks to establish branches in states where the laws permit banks chartered in such states to establish branches.
Interstate Banking and Branching The Interstate Act together with the Dodd-Frank Act relaxed prior interstate branching restrictions under federal law by permitting, subject to regulatory approval, state and federally chartered commercial banks to establish branches in states where the laws permit banks chartered in such states to establish branches.
To ensure the ongoing viability of our product offerings, we regularly examine the desirability and profitability of existing and potential new products. Our customers can access our products through our branch network, mobile banking applications, and our website: www.umpquabank.com (information contained on our website is not incorporated by reference into this Annual Report on Form 10-K). Commercial Lending Products.
Our customers can access our products through our branch network, mobile banking applications, and our website: www.columbiabank.com (information contained on our website is not incorporated by reference into this Annual Report on Form 10-K). 7 Table of Contents Commercial Lending Products.
Enforcement actions may be taken against a banking organization if its incentive compensation arrangements or related risk management control or governance processes pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies. 22 Table of Conte n t s In October 2023, Nasdaq adopted a rule as required by the SEC’s 2022 rule-making that requires listed companies to adopt policies mandating the recovery or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding a required accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
In October 2023, Nasdaq adopted a rule as required by the SEC’s 2022 rule-making that requires listed companies to adopt policies mandating the recovery or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding a required accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
The Capital Rules also require an institution to establish a capital conservation buffer of CET1 in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk-weighted assets.
Under the Capital Rules, the minimum capital ratios are (i) 4.5% CET1 to risk-weighted assets, (ii) 6% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets, and (iii) 8% total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets. 17 Table of Contents The Capital Rules also require an institution to establish a capital conservation buffer of CET1 in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk-weighted assets.
Federal and State Bank Holding Company Regulation General . The Company is a bank holding company as defined in the BHCA that has elected to become a financial holding company, and is therefore subject to regulation, supervision, and examination by the Federal Reserve.
The Company is a bank holding company as defined in the BHCA that has elected to be a financial holding company, and is therefore subject to regulation, supervision, and examination by the Federal Reserve. The Company must file reports with and provide the Federal Reserve such additional information as it may require.
A depository institution that is adequately capitalized and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates. In July 2024, the FDIC issued a proposed rule to amend the FDIC’s brokered deposit regulations.
A depository institution that is adequately capitalized and accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates. 19 Table of Contents Regulatory Oversight and Examination The Federal Reserve conducts periodic inspections of bank holding companies.
We continually evaluate our existing business processes while focusing on maintaining asset quality and granular loan and deposit portfolios diversified by product, customer, industry, and geography. Our merger with UHC accelerated our targeted strategy to expand market share in communities in the western United States.
We continually evaluate our existing business processes while focusing on maintaining asset quality and granular loan and deposit portfolios diversified by product, customer, industry, and geography.
These statutes and regulations, as well as related policies, are subject to change by Congress, state legislatures and federal and state regulators. Changes in statutes, regulations, or regulatory policies applicable to us, including the interpretation or implementation thereof, cannot be predicted, but may have a material effect on our business, financial condition, or results of operations.
Changes in statutes, regulations, or regulatory policies applicable to us, including the interpretation or implementation thereof, cannot be predicted, but may have a material effect on our business, financial condition, or results of operations. Our continued efforts to monitor and comply with new regulatory requirements and developments add to the complexity and cost of our business.
Turnover rate, as calculated in our payroll system on a combined basis, was 25%. 11 Table of Conte n t s Employee Health and Well-being . We offer competitive medical, dental, vision, life, short and long-term disability, and accident insurance, in addition to paid time off for vacation, sick time, and volunteerism.
The turnover rate for the combined company, as recorded in our payroll system, was 20.8%. 11 Table of Contents Employee Health and Well-being . Associates have access to competitive medical, dental, vision, life, short- and long-term disability, and accident insurance. Paid time off for vacation, sick leave, and volunteer activities is included.
The FDIC and state bank regulatory agencies complete these examinations on a combined schedule. 19 Table of Conte n t s The CFPB has primary examination and enforcement authority over institutions with assets of $10 billion or more, including the Bank, with respect to various federal consumer protection laws, and we are subject to continued examination by the FDIC on certain consumer regulations.
The proposed rule has not been finalized as of the date of this Annual Report on Form 10-K. The CFPB has primary examination and enforcement authority over institutions with assets of $10 billion or more, including the Bank, with respect to various federal consumer protection laws, and we are subject to continued examination by the FDIC on certain consumer regulations.
In July 2024, the FDIC issued a proposed rule to amend its regulations under the Change in Bank Control Act of 1978, which generally provides that no person, acting directly or indirectly, may acquire control of an IDI unless the person has given the appropriate federal banking agency prior notice of the proposed transaction, and the agency has not disapproved the transaction.
We are unable to predict what impact the executive order, the reinstated FDIC statement of policy, the Department of Justice withdrawal from the 1995 Bank Merger Guidelines and the issuance of a banking addendum to the 2023 Merger Guidelines, or any other responsive changes to such guidelines, will have on the timing of or ability to obtain regulatory approvals of future mergers. 13 Table of Contents In July 2024, the FDIC issued a proposed rule to amend its regulations under the Change in Bank Control Act of 1978, which generally provides that no person, acting directly or indirectly, may acquire control of an IDI unless the person has given the appropriate federal banking agency prior notice of the proposed transaction, and the agency has not disapproved the transaction.
State Market Share Market Rank Number of Branches Oregon 16.40 % 2 107 Washington 7.44 % 5 102 Idaho 3.80 % 11 25 Nevada 0.46 % 17 3 California 0.40 % 24 60 Arizona 0.02 % 54 2 Utah — % 56 1 Sustainability and Responsible Business We take pride in being an active partner to build stronger, more resilient, better connected, and thriving economies throughout our footprint.
State Market Share Market Rank Number of Branches Oregon 16.39 % 2 109 Washington 7.79 % 5 111 Idaho 3.65 % 12 25 California 1.14 % 11 104 Nevada 0.49 % 15 4 Arizona 0.23 % 26 7 Colorado 0.03 % 107 1 Utah — % 58 1 Sustainability and Responsible Business While ultimately our goal is to build long-term value for our shareholders, we take pride in being able to do so while also being an active partner to build stronger, more resilient, better connected, and thriving economies throughout our footprint.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRegulatory approvals could be delayed, impeded, restrictively conditioned, or denied due to existing or new regulatory issues we have, or may have, with regulatory agencies. 24 Table of Conte n t s Our ability to sustain or improve upon existing performance is dependent upon our ability to respond to technological change, and we may have fewer resources than some of our competitors to continue to invest in technological improvements.
Biggest changeOur ability to sustain or improve upon existing performance is dependent upon our ability to respond to technological change, and we may have fewer resources than some of our competitors to continue to invest in technological improvements. The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services.
Substantially all of our loan and deposit customers are businesses and individuals in Washington, Oregon, Idaho, California, Nevada, Utah, Arizona, and Colorado and soft economies in these market areas could have a material adverse effect on our business, financial condition, results of operations and prospects.
Substantially all of our loan and deposit customers are businesses and individuals in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington and soft economies in these market areas could have a material adverse effect on our business, financial condition, results of operations, and prospects.
In addition, due to divergent stakeholder views regarding climate change, we are at increased risk that any actual or perceived action, or lack thereof, by us in connection with the transition to a less carbon-dependent economy will be perceived negatively by some stakeholders and adversely affect our business and reputation.
In addition, due to divergent stakeholder views regarding climate change, we are at increased risk that any actual or perceived action, or lack thereof, by us in connection with the potential transition to a less carbon-dependent economy will be perceived negatively by some stakeholders and adversely affect our business and reputation.
In connection with the transition to a low carbon economy, legislative or public policy changes and changes in consumer sentiment could negatively impact the businesses and financial condition of our clients, which may decrease revenues from those clients and increase the credit risk associated with loans and other credit exposures to those clients.
In connection with the potential transition to a low carbon economy, legislative or public policy changes and changes in consumer sentiment could negatively impact the businesses and financial condition of our clients, which may decrease revenues from those clients and increase the credit risk associated with loans and other credit exposures to those clients.
Because payments on loans secured by commercial real estate often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulations.
Because payments on loans secured by CRE often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulations.
Commercial real estate mortgage loans, which comprise a significant portion of our loan portfolio, generally involve a greater degree of credit risk than residential real estate mortgage loans because they typically have larger balances and are more affected by adverse conditions in the economy.
CRE mortgage loans, which comprise a significant portion of our loan portfolio, generally involve a greater degree of credit risk than residential real estate mortgage loans because they typically have larger balances and are more affected by adverse conditions in the economy.
Because we primarily serve individuals and businesses in our eight-state footprint, a natural disaster likely would have a greater impact on our business, operations, and financial condition than if our business were more geographically diverse throughout the United States.
Because we primarily serve individuals and businesses in our footprint, a natural disaster likely would have a greater impact on our business, operations, and financial condition than if our business were more geographically diverse throughout the United States.
The possible economic policies of the new U.S. presidential administration, including those already imposed and additional tariffs that may be imposed or increased tariffs on U.S. trading partners, may also lead to continued or renewed inflationary pressures.
The possible economic policies of the U.S. presidential administration, including those already imposed and additional tariffs that may be imposed or increased tariffs on U.S. trading partners, may also lead to renewed inflationary pressures.
As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition, results of operations and prospects. We may be required, in the future, to recognize a credit loss with respect to investment securities. Our securities portfolio currently includes securities with unrecognized losses.
As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition, results of operations and prospects. 29 Table of Contents We may be required, in the future, to recognize a credit loss with respect to investment securities. Our securities portfolio currently includes securities with unrecognized losses.
We are focusing on growth opportunities in California, Arizona, Colorado, and Utah; however, economic softening in these areas could hinder our expansion plans.
We are focusing on growth opportunities in Arizona, Colorado, Texas, and Utah; however, economic softening in these areas could hinder our expansion plans.
Commercial real estate valuations can be materially affected over relatively short periods of time by changes in business climate, economic conditions, interest rates, and, in many cases, the results of operations of businesses and other occupants of the real property.
CRE valuations can be materially affected over relatively short periods of time by changes in business climate, economic conditions, interest rates, and, in many cases, the results of operations of businesses and other occupants of the real property.
Because our loan portfolio contains commercial real estate and commercial business loans with relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in our non-performing loans.
Because our loan portfolio contains CRE and commercial business loans with relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in our non-performing loans.
We have in the past sought, and expect in the future to continue to seek, to grow our business by acquiring other businesses.
We have in the past sought, and in the future may continue to seek, to grow our business by acquiring other businesses.
A deterioration in the market areas we serve could result in consequences, including the following, any of which would have an adverse impact, which could be material, on our business, financial condition, results of operations and prospects: • loan delinquencies may increase; • problem assets and foreclosures may increase; • collateral for loans made may decline in value, in turn reducing customers’ borrowing power, reducing the value of assets and collateral associated with existing loans; • certain securities within our investment portfolio could require an ACL, requiring a write-down through earnings to fair value, thereby reducing equity; • low-cost or non-interest-bearing deposits may decrease; and • demand for our loan and other products and services may decrease.
A deterioration in the market areas we serve could result in consequences, including the following, any of which would have an adverse impact, which could be material, on our business, financial condition, results of operations and prospects: • loan delinquencies may increase; • problem assets and foreclosures may increase; • collateral for loans made may decline in value, in turn reducing customers’ borrowing power, reducing the value of assets and collateral associated with existing loans; • certain securities within our investment portfolio could require an ACL, requiring a write-down through earnings to fair value, thereby reducing equity; • low-cost or non-interest-bearing deposits may decrease; and • demand for our loan and other products and services may decrease. 27 Table of Contents Concentrations within our loan portfolio could result in increased credit risk in a challenging economy.
As of December 31, 2024, gross unrealized losses in our securities portfolio were $591.5 million. We may continue to observe declines in the fair market value of these securities. Securities issued by certain states and municipalities may come under scrutiny due to concerns about credit quality.
As of December 31, 2025, gross unrealized losses in our securities portfolio were $380 million. We may continue to observe declines in the fair market value of these securities. Securities issued by certain states and municipalities may come under scrutiny due to concerns about credit quality.
The spread of information, including false rumors, through social media can exacerbate this risk. Significant deposit outflows could lead to higher funding costs, substantial losses, and a reduced ability to raise new capital. 29 Table of Conte n t s The Company could lose access to sources of liquidity if it were to experience financial or regulatory issues.
The spread of information, including false rumors, through social media can exacerbate this risk. Significant deposit outflows could lead to higher funding costs, substantial losses, and a reduced ability to raise new capital. The Company could lose access to sources of liquidity if it were to experience financial or regulatory issues.
There can be no assurance that we will be able to negotiate future acquisitions on terms acceptable to us. 28 Table of Conte n t s Conversely, there may be circumstances under which it would be prudent to consider alternatives for raising capital to take advantage of significant acquisition opportunities or in response to changing economic conditions.
There can be no assurance that we will be able to negotiate future acquisitions on terms acceptable to us. Conversely, there may be circumstances under which it would be prudent to consider alternatives for raising capital to take advantage of significant acquisition opportunities or in response to changing economic conditions.
We are unable to predict changes in interest rates, which are affected by factors beyond our control, including inflation, deflation, recession, unemployment, money supply, and other changes in financial markets. 27 Table of Conte n t s Our business depends on our ability to successfully manage credit risk. The operation of our business requires us to manage credit risk.
We are unable to predict changes in interest rates, which are affected by factors beyond our control, including inflation, deflation, recession, unemployment, money supply, and other changes in financial markets. Our business depends on our ability to successfully manage credit risk. The operation of our business requires us to manage credit risk.
We compete with other commercial banks, savings and loan associations, credit unions and finance, insurance and other non-depository companies operating in our market areas. We also experience competition, especially for deposits, from Internet-based banking institutions, which have grown rapidly in recent years. We are subject to substantial competition for loans and deposits from other financial institutions.
We compete with other commercial banks, savings and loan associations, credit unions and finance, insurance, and other non-depository companies operating in our market areas. We also experience competition, especially for deposits, from Internet-based banking institutions and financial technology companies, which have grown rapidly in recent years.
We may be required to expend significant additional resources in the future to modify and enhance our protective measures. 23 Table of Conte n t s Due to the complexity and interconnectedness of information technology systems, the process of enhancing our systems can itself create a risk of systems disruptions and security issues.
We may be required to expend significant additional resources in the future to modify and enhance our protective measures. Due to the complexity and interconnectedness of information technology systems, the process of enhancing our systems can itself create a risk of systems disruptions and security issues.
These changes can materially impact how we record and report our financial condition and results of operations. 30 Table of Conte n t s Significant legal or regulatory actions could subject us to substantial uninsured liabilities and reputational harm and have a material adverse effect on our business and results of operations.
These changes can materially impact how we record and report our financial condition and results of operations. 32 Table of Contents Significant legal or regulatory actions could subject us to substantial uninsured liabilities and reputational harm and have a material adverse effect on our business and results of operations.
A large percentage of our loan portfolio is secured by real estate, in particular commercial real estate. Deterioration in the real estate market or other segments of our loan portfolio would lead to additional losses. As of December 31, 2024, 75% of our total gross loans were secured by real estate.
A large percentage of our loan portfolio is secured by real estate, in particular CRE. Deterioration in the real estate market or other segments of our loan portfolio would lead to additional losses. As of December 31, 2025, 76% of our total gross loans were secured by real estate.
These unpredictable events could create, increase, or prolong economic and financial disruptions and volatility that adversely affect our business, financial condition, capital, and results of operations. 31 Table of Conte n t s Substantial competition in our market areas could adversely affect us. Commercial banking is a highly competitive business.
These unpredictable events could create, increase, or prolong economic and financial disruptions and volatility that adversely affect our business, financial condition, capital, and results of operations. 33 Table of Contents Substantial competition in our market areas could adversely affect us. Commercial banking is a highly competitive business.
Following the COVID-19 pandemic there has been an evolution of various remote work options which could impact the long-term performance of some types of office properties within our commercial real estate portfolio. Accordingly, the federal banking regulatory agencies have expressed concerns about weaknesses in the current commercial real estate market.
Following the COVID-19 pandemic there has been an evolution of various remote work options which may continue to impact the short-term performance and could impact the long-term performance of some types of office properties within our CRE portfolio. Accordingly, the federal banking regulatory agencies have expressed concerns about weaknesses in the current CRE market.
If we are forced to seek other sources of funds, such as additional brokered deposits or borrowings from the FHLB, the interest expense associated with these other funding sources are now and may be higher than the rates we are currently paying on our deposits, which would adversely impact our net income, and such sources of funding may be more volatile and unavailable.
If we are forced to seek other sources of funds, such as additional brokered deposits or borrowings from the FHLB, the interest expense associated with these other funding sources are now and may be higher than the rates we are currently paying on our deposits, which would adversely impact our net income, and such sources of funding may be more volatile and unavailable. 30 Table of Contents Rate fluctuations are unpredictable and can adversely impact our ability to maintain consistently low-cost funding.
We have various anti-takeover measures that could impede a takeover. Our articles of incorporation include certain provisions that could make it more difficult to acquire us by means of a tender offer, a proxy contest, merger or otherwise.
Our articles of incorporation include certain provisions that could make it more difficult to acquire us by means of a tender offer, a proxy contest, merger or otherwise.
As previously disclosed in the Company’s Current Report on Form 8-K filed on June 27, 2023 and discussed in greater detail in Note 16 – Commitments and Contingencies and Related-Party Transactions, on June 21, 2023, Umpqua Bank was informed by one of its technology service providers (the “Vendor”) that a widely reported security incident involving MOVEit, a widely-used filesharing software, resulted in the unauthorized acquisition by a third party of the names and social security numbers or tax identification numbers of certain of Umpqua Bank’s consumer and small business customers.
As previously disclosed and discussed in greater detail in Note 16 – Commitments and Contingencies and Related-Party Transactions, in 2023 Columbia Bank was informed by one of its technology service providers (the “Vendor”) that a widely reported security incident involving MOVEit, a filesharing software used globally by government agencies, enterprise corporations, and financial institutions, resulted in the unauthorized acquisition by a third party of the names and social security numbers or tax identification numbers of certain of Columbia Bank’s consumer and small business customers.
These types of loans generally are viewed as having more risk of default than residential real estate loans or certain other types of loans or investments. In fact, the FDIC has issued pronouncements alerting banks of its concern about significant loan concentrations.
While our loan portfolio is diversified across business sectors, it is concentrated in CRE and commercial business loans. These types of loans generally are viewed as having more risk of default than residential real estate loans or certain other types of loans or investments. In fact, the FDIC has issued pronouncements alerting banks of its concern about significant loan concentrations.
The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Many of our competitors have substantially greater resources to invest in technological improvements than we do.
The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Many of our competitors have substantially greater resources to invest in technological improvements than we do.
Decreases in the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition would have an adverse impact, which could be material, on our business, financial condition, results of operations, and prospects.
We utilize various techniques such as loan sales, workouts, and restructurings to manage our problem assets. Decreases in the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition would have an adverse impact, which could be material, on our business, financial condition, results of operations, and prospects.
Our ability to recover on defaulted loans would then be diminished, and we would be more likely to suffer losses on defaulted loans, any or all of which would have an adverse impact, which could be material, on our business, financial condition, results of operations, and prospects. 26 Table of Conte n t s Our allowance may not be adequate to cover future loan losses, which could adversely affect earnings.
Our ability to recover on defaulted loans would then be diminished, and we would be more likely to suffer losses on defaulted loans, any or all of which would have an adverse impact, which could be material, on our business, financial condition, results of operations, and prospects.
In addition, as a publicly traded company, we are subject to regulation by the SEC.
We are subject to extensive regulation, supervision, and examination by federal and state banking authorities. In addition, as a publicly traded company, we are subject to regulation by the SEC.
There can be no assurance that we will be able to successfully manage the risks associated with our increased dependency on technology. We may not be able to attract or retain key employees. Our success depends in significant part on the skills of our management team and our ability to retain, recruit and motivate key officers and employees.
There can be no assurance that we will be able to successfully manage the risks associated with our increased dependency on technology. 25 Table of Contents We may not be able to attract or retain key employees.
Although the Federal Reserve began decreasing the federal funds target rate during 2024 and short-term interest rates are expected to continue decreasing during 2025, interest rates may increase to combat inflation or otherwise. Lower rates could reduce our interest income and adversely affect our business forecasts.
Although the Federal Reserve decreased the federal funds target rate throughout 2025 and may further decrease the target rate through 2026, interest rates may increase to combat renewed inflation or otherwise. Lower rates could reduce our interest income and adversely affect our business forecasts.
We maintain an ACL in an amount that we believe is adequate to provide for losses inherent in our loan portfolio.
Our allowance may not be adequate to cover future loan losses, which could adversely affect earnings. We maintain an ACL in an amount that we believe is adequate to provide for losses inherent in our loan portfolio.
Acquisitions and the integration of acquired businesses subject us to various risks and may not result in all of the benefits anticipated, future acquisitions may be dilutive to current shareholders and future acquisitions may be delayed, impeded, or prohibited due to regulatory issues.
On behalf of the Bank, the Vendor notified affected customers (approximately 429,000), and the Bank and Vendor notified applicable federal and state regulators regarding the Vendor Incident. 24 Table of Contents Acquisitions and the integration of acquired businesses subject us to various risks and may not result in all of the benefits anticipated, future acquisitions may be dilutive to current shareholders and future acquisitions may be delayed, impeded, or prohibited due to regulatory issues.
Additionally, banking regulators, as an integral part of their supervisory function, periodically review our allowance. These regulatory agencies may require us to increase the allowance. Any increase in the allowance would have an adverse effect, which could be material, on our financial condition and results of operations.
Additionally, banking regulators, as an integral part of their supervisory function, periodically review our allowance. These regulatory agencies may require us to increase the allowance.
This could adversely affect the market price of our common stock. 32 Table of Conte n t s We rely on dividends and other payments from our bank for substantially all of our revenue.
This could adversely affect the market price of our common stock. 34 Table of Contents We rely on dividends and other payments from our bank for substantially all of our revenue. We are a separate and distinct legal entity from the Bank, and we receive substantially all of our operating cash flows from dividends and other payments from the Bank.
We expect our future success to be driven in large part by the relationships maintained with our clients by our executives and other key employees. Leadership changes will occur from time to time, and we cannot predict whether significant resignations or other departures will occur or whether we will be able to recruit additional qualified personnel.
Leadership changes will occur from time to time, and we cannot predict whether significant resignations or other departures will occur or whether we will be able to recruit additional qualified personnel.
Various federal and state laws and regulations limit the amount of dividends that the Bank may pay to us. Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors.
Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the Bank is unable to pay dividends to us, we may not be able to service debt, pay obligations or pay dividends on our common stock.
Among other things, acquisitions by financial institutions are subject to approval by a variety of federal and state regulatory agencies.
Among other things, acquisitions by financial institutions are subject to approval by a variety of federal and state regulatory agencies. Regulatory approvals could be delayed, impeded, restrictively conditioned, or denied due to existing or new regulatory issues we have, or may have, with regulatory agencies.
AI, if used to perpetrate fraud or launch cyberattacks, could create panic at a particular financial institution or exchange, which could pose a threat to financial stability. 25 Table of Conte n t s Interest Rate and Credit Risks Economic conditions in the market areas we serve may adversely impact our earnings and could increase our credit risk associated with our loan portfolio, the value of our investment portfolio and the availability of deposits.
Interest Rate and Credit Risks Economic conditions in the market areas we serve may adversely impact our earnings and could increase our credit risk associated with our loan portfolio, the value of our investment portfolio and the availability of deposits.
In the event the Bank is unable to pay dividends to us, we may not be able to service debt, pay obligations or pay dividends on our common stock. The inability to receive dividends from the Bank could have a material adverse impact on our business, financial condition, results of operations, and prospects.
The inability to receive dividends from the Bank could have a material adverse impact on our business, financial condition, results of operations, and prospects. We have various anti-takeover measures that could impede a takeover.
We are a separate and distinct legal entity from the Bank, and we receive substantially all of our operating cash flows from dividends and other payments from the Bank. These dividends and payments are the principal source of funds to pay dividends on our capital stock and interest and principal on any debt we may have.
These dividends and payments are the principal source of funds to pay dividends on our capital stock and interest and principal on any debt we may have. Various federal and state laws and regulations limit the amount of dividends that the Bank may pay to us.
An increase in the level of non-performing assets also increases our risk profile and may impact the capital levels our regulators believe is appropriate in light of such risks. We utilize various techniques such as loan sales, workouts, and restructurings to manage our problem assets.
The valuation of these foreclosed assets is periodically updated and resulting losses, if any, are charged to earnings in the period in which they are identified. An increase in the level of non-performing assets also increases our risk profile and may impact the capital levels our regulators believe is appropriate in light of such risks.
Legal, Accounting and Compliance Risks We operate in a highly regulated environment and changes to or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us. We are subject to extensive regulation, supervision, and examination by federal and state banking authorities.
If the Company or Bank were to lose access to these liquidity sources, it could have a material adverse effect on the Company’s operations and financial condition. 31 Table of Contents Legal, Accounting and Compliance Risks We operate in a highly regulated environment and changes to or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us.
Non-performing assets take significant time to resolve and could adversely affect our results of operations and financial condition. Our non-performing assets adversely affect our net income in various ways. We do not record interest income on non-accrual loans, thereby adversely affecting our income. Moreover, non-accrual loans increase our loan administration costs.
Any increase in the allowance would have an adverse effect, which could be material, on our financial condition and results of operations. 28 Table of Contents Non-performing assets take significant time to resolve and could adversely affect our results of operations and financial condition. Our non-performing assets adversely affect our net income in various ways.
Removed
Umpqua Bank notified potentially affected customers of this incident and has worked with the Vendor to provide formal notification to affected customers with additional information and resources.
Added
Our success depends in significant part on the skills of our management team and our ability to retain, recruit and motivate key officers and employees. We expect our future success to be driven in large part by the relationships maintained with our clients by our executives and other key employees.
Removed
Concentrations within our loan portfolio could result in increased credit risk in a challenging economy. While our loan portfolio is diversified across business sectors, it is concentrated in commercial real estate and commercial business loans.
Added
AI, if used to perpetrate fraud or launch cyberattacks, could create panic at a particular financial institution or exchange, which could pose a threat to financial stability. 26 Table of Contents Risks Relating to our acquisition of Pacific Premier Combining Columbia and Pacific Premier may be more difficult, costly or time-consuming than expected, and Columbia may fail to realize the anticipated benefits of the acquisition of Pacific Premier.
Removed
Assets acquired by foreclosure or similar proceedings are recorded at fair value less estimated costs to sell. The valuation of these foreclosed assets is periodically updated and resulting losses, if any, are charged to earnings in the period in which they are identified.
Added
Prior to the closing of the acquisition of Pacific Premier on August 31, 2025, Columbia and Pacific Premier operated independently.
Removed
Rate fluctuations are unpredictable and can adversely impact our ability to maintain consistently low cost funding.
Added
The success of the acquisition, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully integrate Pacific Premier's business into Columbia's in a manner that permits growth opportunities and does not materially disrupt the existing customer relations nor result in decreased revenues due to loss of customers.
Removed
If the Company or Bank were to lose access to these liquidity sources, it could have a material adverse effect on the Company’s operations and financial condition.
Added
It is possible that the integration process could result in the loss of key employees, the disruption of Columbia's ongoing businesses or inconsistencies in standards, controls, procedures, and policies that adversely affect Columbia's ability to maintain relationships with clients, customers, depositors, and employees or to achieve the anticipated benefits and cost savings of the acquisition.
Removed
The governmental and supervisory focus on climate change could also result in our becoming subject to new or heightened regulatory requirements relating to climate change, such as requirements relating to operational resiliency or stress testing for various climate stress scenarios. Any such new or heightened requirements could result in increased regulatory, compliance or other costs or higher capital requirements.
Added
The loss of key employees could adversely affect Columbia’s ability to successfully conduct its business, which could have an adverse effect on Columbia’s financial results and the value of its common stock.
Added
If Columbia experiences difficulties with the integration process, the anticipated benefits of the acquisition may not be realized fully or at all, or may take longer to realize than expected.
Added
As with any acquisition involving financial institutions, there also may be business disruptions that cause Columbia to lose customers or cause customers to remove their accounts from Columbia and move their business to competing financial institutions. Integration efforts will also divert management attention and resources.
Added
These integration matters could have an adverse effect on Columbia for an undetermined period after completion of the acquisition. In addition, the actual cost savings of the acquisition could be less than anticipated. Columbia may be unable to retain Columbia and/or legacy Pacific Premier personnel successfully.
Added
The success of the acquisition of Pacific Premier will depend in part on Columbia's ability to retain the talent and dedication of key employees. It is possible that these employees may decide not to remain with Columbia following the consummation of the acquisition.
Added
If Columbia is unable to retain key employees, including management, who are critical to the successful integration of Pacific Premier's business and the future operations of Columbia, Columbia could face disruptions in its operations, loss of existing customers, loss of key information, expertise, or know-how and unanticipated additional recruitment costs.
Added
In addition, following the acquisition, if key employees terminate their employment, Columbia's business activities may be adversely affected, and management's attention may be diverted from successfully hiring suitable replacements, all of which may cause the Columbia's business to suffer. Columbia also may not be able to locate or retain suitable replacements for any key employees who leave Columbia.
Added
We do not record interest income on non-accrual loans, thereby adversely affecting our income. Moreover, non-accrual loans increase our loan administration costs. Assets acquired by foreclosure or similar proceedings are recorded at fair value less estimated costs to sell.
Added
We may also experience increased competition for deposits from stablecoin issuers and commercial banks that issue or hold stablecoins, as stablecoins have received increasing acceptance by regulators and market participants. We are subject to substantial competition for loans and deposits from other financial institutions.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+3 added−5 removed16 unchanged
Biggest changeFailures, interruptions, or data breaches involving our information systems, or the information systems of our vendors, could damage our reputation, result in a loss of customer business, result in a violation of privacy or other laws, or expose us to civil litigation, regulatory fines or losses not covered by insurance, all of which could have a material adverse impact on our business, financial condition, results of operations, and prospects. 34 Table of Conte n t s As of the date of this Annual Report on Form 10-K, we do not believe that any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Biggest changeAs of the date of this Annual Report on Form 10-K, we do not believe that any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. The expenses we have incurred from cybersecurity incidents, including the Vendor Incident have been immaterial to date.
Our corporate risk professionals collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations. We employ a range of tools and services, including programs across identity and access management, training and awareness, threat management, cybersecurity operations, cybersecurity enablement, and cybersecurity data, host, and network security.
Our corporate risk and cybersecurity professionals collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations. We employ a range of tools and services, including programs across identity and access management, training and awareness, threat management, cybersecurity operations, cybersecurity enablement, and cybersecurity data, host, and network security.
Nevertheless, we also believe risks from certain cybersecurity threats, including as a result of our previously disclosed Vendor Incident could potentially result in charges, settlements or other potential liabilities that could materially affect our business strategy, results of operations, and financial condition, depending on the outcome of pending lawsuits as discussed further below.
Nevertheless, we also believe risks from certain cybersecurity threats, including as a result of our previously disclosed Vendor Incident could potentially result in charges, settlements or other potential liabilities that could materially affect our business strategy, results of operations, and financial condition, depending on the outcome of pending lawsuits as discussed further above.
These standards are aligned to the National Institute of Standards and Technology (“NIST”), International Organization for Standardization, Center for Internet Security, and experts are engaged by us to evaluate the integrity of our information systems, as such term is defined in Item 106(a) of Regulation S-K. 33 Table of Conte n t s To help us preserve the availability of critical data and systems, maintain regulatory compliance, and achieve our goal of managing our material risks from cybersecurity threats, and with an aim to protect against, detect, and respond to cybersecurity incidents, as such term is defined in Item 106(a) of Regulation S-K, we undertake the below listed activities: • Closely monitor emerging data protection laws and implement changes to our processes designed to comply with such data protection laws; • Undertake regular reviews of our policies and standards related to cybersecurity; • Proactively inform our customers of substantive changes related to customer data handling; • Conduct annual customer data handling and use requirements training for associates; • Conduct annual cybersecurity management and incident training for associates involved in our systems and processes that handle sensitive data; • Conduct regular cybersecurity training and awareness for all associates and all contractors with access to corporate systems; • Through policy, practice, and contract (as applicable) require associates, as well as third-parties who provide services on our behalf, to treat customer information and data with care; • Run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies; • Leverage the NIST incident handling framework to help us identify, protect, detect, respond, and recover when there is an actual or potential cybersecurity incident; and • Maintain what we believe to be customary and appropriate third-party information security coverage for incident loss mitigation.
These standards are aligned to the NIST, International Organization for Standardization, Center for Internet Security, and experts are engaged by us to evaluate the integrity of our information systems, as such term is defined in Item 106(a) of Regulation S-K. 35 Table of Contents To help us preserve the availability of critical data and systems, maintain regulatory compliance, and achieve our goal of managing our material risks from cybersecurity threats, and with an aim to protect against, detect, and respond to cybersecurity incidents, as such term is defined in Item 106(a) of Regulation S-K, we undertake the below listed activities: • Closely monitor emerging data protection laws and implement changes to our processes designed to comply with such data protection laws; • Undertake regular reviews of our policies and standards related to cybersecurity; • Proactively inform our customers of substantive changes related to customer data handling; • Conduct annual customer data handling and use requirements training for associates; • Conduct annual cybersecurity management and incident training for associates involved in our systems and processes that handle sensitive data; • Conduct regular cybersecurity training and awareness for all associates and all contractors with access to corporate systems; • Through policy, practice, and contract (as applicable) require associates, as well as third-parties who provide services on our behalf, to treat customer information and data with care; • Run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies; • Leverage the NIST incident handling framework to help us identify, protect, detect, respond, and recover when there is an actual or potential cybersecurity incident; and • Maintain what we believe to be customary and appropriate third-party information security coverage for incident loss mitigation.
Umpqua Bank has engaged defense counsel and intends to vigorously defend against these suits and any similar or related suits or claims. Umpqua Bank has notified relevant insurance carriers and business counterparties and continues to reserve all of its relevant rights to indemnity, defense, contribution, and other relief in connection with these matters.
The Bank has engaged defense counsel and intends to vigorously defend against these lawsuits and any similar or related lawsuits or claims. The Bank has notified relevant insurance carriers and business counterparties and continues to reserve all of its relevant rights to indemnity, defense, contribution, and other relief in connection with these matters.
Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Information Security Officer and Chief Privacy and Information Risk Officer. Such individuals have collectively over 40 years of prior work experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs.
Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Information Security Officer and Chief Privacy and Information Risk Officer. Such individuals have many years of prior work experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs.
As discussed above, these members of management report to the ERMC about cybersecurity threat risks, among other cybersecurity related matters, at least annually.
As discussed above, these members of management report to the ERMC about cybersecurity threat risks, among other cybersecurity related matters, at least annually. 37 Table of Contents
However, if we fail to properly assess and identify cybersecurity threats, we may become increasingly vulnerable to such risks. To identify and assess material risks from cybersecurity threats, our corporate risk management program considers cybersecurity threat risks alongside other Company risks as part of our overall risk assessment process.
However, if we fail to properly assess and identify cybersecurity threats, we may become increasingly vulnerable to such risks. To identify and assess material risks from cybersecurity threats, we consider cybersecurity threat risks alongside other Company risks as part of our overall risk assessment process.
The cases collectively allege claims for negligence, negligence per se, breach of contract, breach of implied contract, breach of third-party beneficiary contract, breach of fiduciary duty, invasion of privacy, breach of the covenant of good faith and fair dealing, unjust enrichment, and violation of certain statutes, namely the Washington Consumer Protection Act, the California Consumer Legal Remedies Act, the California Consumer Privacy Act, and the California Unfair Competition Law.
The lawsuits collectively allege claims for negligence, negligence per se, breach of contract, breach of implied contract, breach of third-party beneficiary contract, breach of fiduciary duty, invasion of privacy, breach of the covenant of good faith and fair dealing, unjust enrichment, and violation of certain state statutes.
Other than the information described above, no Umpqua Bank account information was compromised as a result of the Vendor Incident, and no information from Umpqua Bank’s commercial customers was involved in the Vendor Incident. On June 22, 2023, Umpqua Bank sent an email to potentially affected consumer and small business customers informing them of the Vendor Incident.
Other than the information described above, no Columbia Bank account information was compromised as a result of the Vendor Incident, and no information from Columbia Bank’s commercial customers was involved in the Vendor Incident.
They also have several relevant degrees and certifications, including Certified Information Security Manager, Certified Information Systems Auditor, Certified Information Systems Security Professional, Global Information Assurance Certification, and Certified Professional Hacker. 35 Table of Conte n t s These members of management are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
Their expertise is further supported by advanced degrees and industry-recognized certifications. These members of management are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
As previously disclosed, on June 21, 2023, our wholly-owned subsidiary Umpqua Bank was informed by one of its technology service providers (the "Vendor") that a widely reported security incident involving MOVEit, a filesharing software used globally by government agencies, enterprise corporations, and financial institutions, resulted in the unauthorized acquisition by a third-party of the names and social security numbers or tax identification numbers of certain of Umpqua Bank’s consumer and small business customers (the "Vendor Incident").
Failures, interruptions, or data breaches involving our information systems, or the information systems of our vendors, could damage our reputation, result in a loss of customer business, result in a violation of privacy or other laws, or expose us to civil litigation, regulatory fines or losses not covered by insurance, all of which could have a material adverse impact on our business, financial condition, results of operations, and prospects. 36 Table of Contents As previously disclosed in 2023 Columbia Bank was informed by the Vendor that a widely reported security incident involving MOVEit, a filesharing software used globally by government agencies, enterprise corporations, and financial institutions, resulted in the unauthorized acquisition by a third party of the names and social security numbers or tax identification numbers of certain of Columbia Bank’s consumer and small business customers (the "Vendor Incident").
This includes regular network and endpoint monitoring, vulnerability assessments, penetration testing, and tabletop exercises to inform our professionals’ risk identification and assessment. We also have a cybersecurity-specific risk assessment process, which helps identify our cybersecurity threat risks by comparing our processes to standards set by the Federal Financial Institutions Examination Council’s Cybersecurity Assessment Tool.
This includes regular network and endpoint monitoring, vulnerability assessments, penetration testing, and tabletop exercises to inform our professionals’ risk identification and assessment.
Removed
The expenses we have incurred from cybersecurity incidents, including the Vendor Incident have been immaterial to date.
Added
We also have a cybersecurity-specific risk assessment process, which helps identify our cybersecurity threat risks by comparing our processes to standards aligned to the Cyber Risk Institute Profile that is based on the National Institute of Standards and Technology’s ("NIST") Cybersecurity Framework ("CSF") and aligned to CSF version 2.
Removed
In August 2023, the Vendor, on behalf of Umpqua Bank, also sent notice via U.S. mail to the 429,252 Umpqua Bank customers whose information was involved in the Vendor Incident.
Added
On behalf of the Bank, the Vendor notified affected customers (approximately 429,000), and the Bank and Vendor notified applicable federal and state regulators regarding the Vendor Incident. Subsequently, the Bank was named in a number of putative class action lawsuits related to the Vendor Incident.
Removed
As previously disclosed, beginning on August 18, 2023, some of the notified individuals filed lawsuits against Umpqua Bank in various federal and state courts seeking monetary recovery and other relief on behalf of themselves and one or more putative classes of other individuals similarly situated.
Added
Given the large number of federal cases throughout the United States (including those involving the Bank), on October 4, 2023 the United States Judicial Panel on Multidistrict Litigation initiated a multidistrict litigation ("MDL") to consolidate such cases – In Re: MOVEit Customer Data Security Breach Litigation, MDL No. 3083 – in the United States District Court for the District of Massachusetts (MDL No. 1:23-md-03083-ADB-PGL).
Removed
We cannot predict or determine the timing or outcome of these lawsuits or the impact they may have, if any, on our financial condition, results of operations, or cash flows.
Removed
We believe that if one or more outcomes that are determined in favor of the plaintiffs in the litigation arising from the Vendor Incident it could have a material adverse effect on our business, operations, or financial results.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeAs of December 31, 2024, the Company had the following properties located throughout several counties in Oregon, Washington, California, Idaho, Nevada, Colorado, Arizona, and Utah: Owned Properties Leased Properties Total Properties Customer-facing locations 168 146 314 Administrative locations 6 9 15 Total locations 174 155 329
Biggest changeAs of December 31, 2025, the Company had the following properties located throughout several counties in Arizona, California, Colorado, Idaho, Nevada, Oregon, Texas, Utah, and Washington: Owned Properties Leased Properties Total Properties Customer-facing locations 180 205 385 Administrative locations 7 15 22 Total locations 187 220 407

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+3 added−1 removed2 unchanged
Biggest changeRestricted shares cancelled to pay withholding taxes totaled 285,000 and 261,000 shares during the years ended December 31, 2024 and 2023, respectively.
Biggest changeThe timing and amount of future repurchases will depend upon the market price for our common stock, laws and regulations restricting repurchases, asset growth, earnings, our capital plan, and bank or bank holding company regulatory approvals. Restricted shares cancelled to pay withholding taxes totaled 378,000 and 285,000 shares during the years ended December 31, 2025 and 2024, respectively.
This comparison assumes $100.00 was invested on December 31, 2019, in our common stock and the comparison indices, and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends.
This comparison assumes $100.00 was invested on December 31, 2020, in our common stock and the comparison indices, and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends.
(a) Our common stock is traded on the Nasdaq Stock Market LLC under the symbol "COLB." As of December 31, 2024, our common stock was held by 5,196 shareholders of record, a number that does not include beneficial owners who hold shares in "street name," or shareholders from previously acquired companies that have not exchanged their stock.
(a) Our common stock is traded on the Nasdaq Stock Market LLC under the symbol "COLB." As of December 31, 2025, our common stock was held by 5,859 shareholders of record, a number that does not include beneficial owners who hold shares in "street name," or shareholders from previously acquired companies that have not exchanged their stock.
As of December 31, 2024, a total of 2.3 million shares of unvested restricted stock units and awards were outstanding. The payment of future cash dividends is at the discretion of our Board and subject to a number of factors, including results of operations, general business conditions, growth, financial condition, and other factors deemed relevant by the Board.
As of December 31, 2025, a total of 3.5 million shares of unvested restricted stock units and awards were outstanding. The payment of future cash dividends is at the discretion of our Board and subject to a number of factors, including results of operations, general business conditions, growth, financial condition, and other factors deemed relevant by the Board.
Information relating to compensation plans under which the Company's equity securities are authorized for issuance is set forth in "Part III—Item 12" of this Annual Report on Form 10-K. 37 Table of Conte n t s Stock Performance Graph The following chart, which is furnished as part of our annual report to shareholders and not filed, compares the yearly percentage changes in the cumulative shareholder return on our common stock during the five fiscal years ended December 31, 2024, with (i) the Nasdaq Composite Index, (ii) the Standard and Poor's 500 Index, and (iii) the Nasdaq Bank Index.
Information relating to compensation plans under which the Company's equity securities are authorized for issuance is set forth in "Part III—Item 12" of this Annual Report on Form 10-K. 39 Table of Contents Stock Performance Graph The following chart, which is furnished as part of our annual report to shareholders and not filed, compares the yearly percentage changes in the cumulative shareholder return on our common stock during the five fiscal years ended December 31, 2025, with (i) the Nasdaq Composite Index, (ii) the Standard and Poor's 500 Index, and (iii) the Nasdaq Bank Index.
Price information from December 31, 2019 to December 31, 2024, was obtained by using the closing prices as of the last trading day of each year.
Price information from December 31, 2020 to December 31, 2025, was obtained by using the closing prices as of the last trading day of each year.
(c) The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, 2024: Period Total number of Common Shares Purchased (1) Average Price Paid per Common Share Total Number of Shares Purchased as Part of Publicly Announced Plan (2) Maximum Dollar Value of Shares that May be Purchased at Period End under the Plan 10/01/24 - 10/31/24 837 $ 28.62 — $ — 11/01/24 - 11/30/24 232 $ 29.13 — $ — 12/01/24 - 12/31/24 1,688 $ 29.50 — $ — Total for quarter 2,757 $ 29.20 — (1) Common shares repurchased by the Company during the quarter consist of cancellation of 2,757 shares to be issued upon vesting of restricted stock to pay withholding taxes.
(c) The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, 2025: Period Total number of Common Shares Purchased (in thousands) (1) Average Price Paid per Common Share Total Number of Shares Purchased as Part of Publicly Announced Plan (in thousands) (2) Maximum Dollar Value of Shares that May be Purchased at Period End under the Plan (in millions) 10/01/25 - 10/31/25 29 $ 25.96 — $ 700 11/01/25 - 11/30/25 3,209 $ 26.95 3,198 $ 614 12/01/25 - 12/31/25 485 $ 28.09 482 $ 600 Total for quarter 3,723 $ 27.09 3,680 (1) Common shares repurchased by the Company during the quarter consist of cancellation of 43,120 shares to be issued upon vesting of restricted stock to pay withholding taxes.
During the three months ended December 31, 2024, no shares were repurchased pursuant to the Company's publicly announced corporate stock repurchase plan described in (2) below. (2) As of December 31, 2024, the Company does not have a current share repurchase authorization from the Board of Directors.
During the three months ended December 31, 2025, 3,679,706 shares were repurchased pursuant to the Company's publicly announced corporate stock repurchase plan described in (2) below.
Removed
Period Ending 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Columbia Banking System, Inc. $100.00 $92.24 $86.58 $82.88 $77.99 $84.22 Nasdaq Composite Index $100.00 $145.05 $177.27 $119.63 $173.11 $224.34 S&P 500 Index $100.00 $118.39 $153.34 $124.73 $157.48 $196.85 Nasdaq Bank Index $100.00 $92.50 $132.19 $110.67 $106.87 $128.85
Added
(2) On October 29, 2025, the Company's Board approved a new share repurchase program, which authorizes the Company to repurchase up to $700 million of common stock through November 30, 2026 from time to time in open market transactions, accelerated share repurchases, or in privately negotiated transactions as permitted under applicable rules and regulations.
Added
As of December 31, 2025, a total of $600 million remained available to repurchase shares. Under the repurchase plans, the Company repurchased 3.7 million shares during 2025 and none in 2024 or 2023.
Added
Period Ending 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Columbia Banking System, Inc. $100.00 $93.86 $89.85 $84.55 $91.30 $99.85 Nasdaq Composite Index $100.00 $122.21 $82.48 $119.35 $154.67 $187.42 S&P 500 Index $100.00 $128.68 $105.36 $133.03 $166.28 $195.98 Nasdaq Bank Index $100.00 $142.91 $119.65 $115.54 $139.30 $149.15 ITEM 6. RESERVED

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

129 edited+76 added−85 removed38 unchanged
Biggest changeFurther, the impact of balance sheet composition changes and the higher interest rate environment shifted the interest rate sensitivity position of the balance sheet to a liability sensitive position as of December 31, 2024 from an asset sensitive position at the onset of the rising rate environment. 45 Table of Conte n t s The following table presents condensed average balance sheet information, together with interest income and yields on average interest-earning assets, and interest expense and rates paid on average interest-bearing liabilities for the years ended December 31, 2024, 2023, and 2022: 2024 2023 2022 (dollars in thousands) Average Balance Interest Income or Expense Average Yields or Rates Average Balance Interest Income or Expense Average Yields or Rates Average Balance Interest Income or Expense Average Yields or Rates INTEREST-EARNING ASSETS: Loans held for sale $ 69,348 $ 4,505 6.50 % $ 87,675 $ 3,871 4.42 % $ 208,141 $ 8,812 4.23 % Loans and leases (1) 37,585,426 2,315,859 6.15 % 35,412,594 2,109,744 5.95 % 24,225,518 1,041,446 4.29 % Taxable securities 7,928,449 317,134 4.00 % 7,479,573 289,944 3.88 % 3,343,721 72,702 2.17 % Non-taxable securities (2) 833,915 31,499 3.78 % 740,376 28,236 3.81 % 216,943 6,669 3.07 % Temporary investments and interest-bearing cash 1,696,070 90,227 5.32 % 2,147,348 111,659 5.20 % 1,561,808 19,706 1.26 % Total interest-earning assets (1)(2) 48,113,208 2,759,224 5.73 % 45,867,566 2,543,454 5.54 % 29,556,131 1,149,335 3.88 % Goodwill and other intangible assets 1,573,712 1,423,075 6,847 Other assets 2,228,134 2,205,678 1,254,418 Total assets $ 51,915,054 $ 49,496,319 $ 30,817,396 INTEREST-BEARING LIABILITIES: Interest-bearing demand deposits $ 8,265,535 $ 214,869 2.60 % $ 6,280,333 $ 97,162 1.55 % $ 3,886,390 $ 8,185 0.21 % Money market deposits 10,998,452 299,741 2.73 % 9,962,837 185,035 1.86 % 7,552,666 26,415 0.35 % Savings deposits 2,528,828 3,409 0.13 % 2,994,333 3,384 0.11 % 2,411,448 880 0.04 % Time deposits 6,219,996 284,787 4.58 % 4,743,615 176,073 3.71 % 1,743,988 12,715 0.73 % Total interest-bearing deposits 28,012,811 802,806 2.87 % 23,981,118 461,654 1.93 % 15,594,492 48,195 0.31 % Repurchase agreements and federal funds purchased 212,235 4,873 2.30 % 269,853 3,923 1.45 % 465,600 997 0.21 % Borrowings 3,691,530 190,241 5.15 % 4,522,656 242,914 5.37 % 226,665 8,920 3.94 % Junior and other subordinated debentures 419,459 38,918 9.28 % 421,195 37,665 8.94 % 399,568 19,889 4.98 % Total interest-bearing liabilities 32,336,035 1,036,838 3.21 % 29,194,822 746,156 2.56 % 16,686,325 78,001 0.47 % Non-interest-bearing deposits 13,608,946 14,927,443 11,053,921 Other liabilities 909,708 907,329 501,573 Total liabilities 46,854,689 45,029,594 28,241,819 Common equity 5,060,365 4,466,725 2,575,577 Total liabilities and shareholders' equity $ 51,915,054 $ 49,496,319 $ 30,817,396 NET INTEREST INCOME (2) $ 1,722,386 $ 1,797,298 $ 1,071,334 NET INTEREST SPREAD (2) 2.52 % 2.98 % 3.41 % NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN 3.57 % 3.91 % 3.62 % (1) Non-accrual loans and leases are included in the average balance.
Biggest changeWe expect customer deposit balance trends to be a driver of net interest margin performance, as we continue to target a lower funding contribution from wholesale sources, like brokered deposits and FHLB advances. 46 Table of Contents The following table presents condensed average balance sheet information, together with interest income and yields on average interest-earning assets, and interest expense and rates paid on average interest-bearing liabilities for the years ended December 31, 2025, 2024, and 2023: 2025 2024 2023 (in millions) Average Balance Interest Income or Expense Average Yields or Rates Average Balance Interest Income or Expense Average Yields or Rates Average Balance Interest Income or Expense Average Yields or Rates INTEREST-EARNING ASSETS: Loans held for sale $ 129 $ 8 5.98 % $ 69 $ 4 6.50 % $ 88 $ 4 4.42 % Loans and leases (1) 41,198 2,450 5.95 % 37,585 2,316 6.15 % 35,413 2,110 5.95 % Taxable securities 8,543 353 4.14 % 7,929 317 4.00 % 7,480 290 3.88 % Non-taxable securities (2) 960 40 4.20 % 834 32 3.78 % 740 28 3.81 % Temporary investments and interest-bearing cash 1,659 71 4.26 % 1,696 90 5.32 % 2,147 111 5.20 % Total interest-earning assets (1)(2) 52,489 2,922 5.57 % 48,113 2,759 5.73 % 45,868 2,543 5.54 % Goodwill and other intangible assets 1,729 1,574 1,423 Other assets 2,561 2,228 2,205 Total assets $ 56,779 $ 51,915 $ 49,496 INTEREST-BEARING LIABILITIES: Interest-bearing demand deposits $ 9,391 $ 198 2.11 % $ 8,266 $ 215 2.60 % $ 6,280 $ 97 1.55 % Money market deposits 13,483 319 2.37 % 10,998 300 2.73 % 9,963 185 1.86 % Savings deposits 2,365 3 0.13 % 2,529 3 0.13 % 2,994 3 0.11 % Time deposits 6,373 227 3.56 % 6,220 285 4.58 % 4,744 176 3.71 % Total interest-bearing deposits 31,612 747 2.36 % 28,013 803 2.87 % 23,981 461 1.93 % Repurchase agreements and federal funds purchased 190 4 2.11 % 212 5 2.30 % 270 4 1.45 % Borrowings 2,830 128 4.53 % 3,692 190 5.15 % 4,523 243 5.37 % Junior and other subordinated debentures 433 34 7.87 % 419 39 9.28 % 421 38 8.94 % Total interest-bearing liabilities 35,065 913 2.61 % 32,336 1,037 3.21 % 29,195 746 2.56 % Non-interest-bearing deposits 14,735 13,609 14,927 Other liabilities 853 910 907 Total liabilities 50,653 46,855 45,029 Common equity 6,126 5,060 4,467 Total liabilities and shareholders' equity $ 56,779 $ 51,915 $ 49,496 NET INTEREST INCOME (2) $ 2,009 $ 1,722 $ 1,797 NET INTEREST SPREAD (2) 2.96 % 2.52 % 2.98 % NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN 3.83 % 3.57 % 3.91 % (1) Non-accrual loans and leases are included in the average balance.
Commitments and Other Contractual Obligation s - The Company participates in many different contractual arrangements which may or may not be recorded on its balance sheet, under which the Company has an obligation to pay certain amounts, provide credit or liquidity enhancements, or provide market risk support. Our material contractual obligations are primarily for time deposits, borrowings, and subordinated debentures.
Commitments and Other Contractual Obligation s - The Company participates in many different contractual arrangements which may or may not be recorded on its balance sheet, under which the Company has an obligation to pay certain amounts, provide credit or liquidity enhancements, or provide market risk support. Our material contractual obligations are primarily for time deposits and borrowings.
The following discussion and analysis of our financial condition and results of operations constitutes management's review of the factors that affected our financial and operating performance for the years ended December 31, 2024 and 2023. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this Annual Report on Form 10-K.
The following discussion and analysis of our financial condition and results of operations constitutes management's review of the factors that affected our financial and operating performance for the years ended December 31, 2025 and 2024. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this Annual Report on Form 10-K.
We believe that the ACL as of December 31, 2024 is sufficient to absorb losses inherent in the loan and lease portfolio and in credit commitments outstanding as of that date based on the information available. If the economic conditions decline, the Bank may need additional provisions for credit losses in future periods.
We believe that the ACL as of December 31, 2025 is sufficient to absorb losses inherent in the loan and lease portfolio and in credit commitments outstanding as of that date based on the information available. If the economic conditions decline, the Bank may need additional provisions for credit losses in future periods.
The 2024 forecast is projecting higher GDP growth and unemployment rates with average federal funds rates trending lower. Refer to Note 6 – Allowance for Credit Losses in Item 8 of this Annual Report on Form 10-K for further information.
The 2025 forecast is projecting higher unemployment rates with GDP growth and average federal funds rates trending lower. Refer to Note 6 – Allowance for Credit Losses in Item 8 of this Annual Report on Form 10-K for further information.
In estimating the December 31, 2024 ACL, the Bank used Moody's Analytics' November 2024 consensus economic forecast to project the variables used in the models and used upward qualitative overlays, mainly in the commercial portfolio, to align with the S2 scenario and to account for the transportation segment of the lease portfolio.
In estimating the December 31, 2025 ACL, the Bank used Moody's Analytics' November 2025 consensus economic forecast to project the variables used in the models and used upward qualitative overlays, mainly in the commercial portfolio, to align with the S2 scenario and to account for the transportation segment of the lease portfolio.
The following table presents the return on average assets (GAAP), average common shareholders' equity (GAAP), and average tangible common shareholders' equity (non-GAAP) for the years ended December 31, 2024, 2023, and 2022. For each period presented, the table includes the calculated ratios based on reported net income.
The following table presents the return on average assets (GAAP), average common shareholders' equity (GAAP), and average tangible common shareholders' equity (non-GAAP) for the years ended December 31, 2025, 2024, and 2023. For each period presented, the table includes the calculated ratios based on reported net income.
As of December 31, 2024, the Bank used Moody's Analytics' November 2024 consensus forecast to estimate the ACL. To assess sensitivity, the Bank applied the Moody's Analytics' November 2024 S2 scenario, which predicts a 75% probability of better economic performance and a 25% probability of worse performance.
As of December 31, 2025, the Bank used Moody's Analytics' November 2025 consensus forecast to estimate the ACL. To assess sensitivity, the Bank applied the Moody's Analytics' November 2025 S2 scenario, which predicts a 75% probability of better economic performance and a 25% probability of worse performance.
The 2024 effective tax rate differed from the federal statutory rate of 21% principally because of state taxes, net tax-exempt income on investment securities, non-deductible FDIC assessments, and tax credits and benefits arising from low-income housing investments.
The 2025 effective tax rate differed from the federal statutory rate of 21% principally because of state taxes, net tax-exempt income on investment securities, non-deductible FDIC assessments, and tax credits and benefits arising from low-income housing investments.
Management believes the ACL and goodwill estimates are important to the portrayal of the Company's financial condition and results of operations and requires difficult, subjective, or complex judgments and, therefore, management considers them to be critical accounting estimates. Allowance for Credit Losses The ACL represents management's best estimate of lifetime credit losses for loans and leases and unfunded commitments.
Management believes the ACL and business combination estimates are important to the portrayal of the Company's financial condition and results of operations and requires difficult, subjective, or complex judgments and, therefore, management considers them to be critical accounting estimates. Allowance for Credit Losses The ACL represents management's best estimate of lifetime credit losses for loans and leases and unfunded commitments.
The Bank's liquidity strategy includes maintaining sufficient on-balance sheet liquidity to support balance sheet flexibility, fund growth in lending and investment portfolios, and deleverage non-deposit liabilities as economic conditions permit.
The Bank's liquidity strategy focuses on maintaining sufficient on-balance sheet liquidity to support balance sheet flexibility, fund growth in lending and investment portfolios, and deleverage non-deposit liabilities as economic conditions permit.
For additional information related to the economic scenario, see Note 6 – Allowance for Credit Losses in Item 8 of this Annual Report on Form 10-K. This scenario would result in a quantitative lifetime loss estimate approximately 1.2 times our modeled period-end ACL, an increase of approximately $87 million, without qualitative adjustments.
For additional information related to the economic scenario, see Note 6 – Allowance for Credit Losses in Item 8 of this Annual Report on Form 10-K. This scenario would result in a quantitative lifetime loss estimate approximately 1.4 times our modeled period-end ACL, an increase of approximately $147 million, without qualitative adjustments.
Commercial real estate loans are underwritten after evaluating and understanding the borrower's ability to operate profitably and are viewed primarily as cash flow loans and secondarily as loans secured by real estate.
CRE loans are underwritten after evaluating and understanding the borrower's ability to operate profitably and are viewed primarily as cash flow loans and secondarily as loans secured by real estate.
Tier 1 capital is primarily comprised of CET1 capital, less certain additional deductions applied during the phase-in period, and totaled $4.2 billion as of December 31, 2024. Tier 2 capital components include all, or a portion of, the ACL in excess of Tier 1 statutory limits and combined trust preferred security debt issuances.
Tier 1 capital is primarily comprised of CET1 capital, less certain additional deductions applied during the phase-in period, and totaled $6.1 billion as of December 31, 2025. Tier 2 capital components include all, or a portion of, the ACL in excess of Tier 1 statutory limits and combined trust preferred security debt issuances.
The investment securities portfolio provides a vehicle for the investment of available funds, a source of liquidity (by pledging as collateral or through repurchase agreements) and collateral for certain public funds deposits.
The investment securities portfolio serves as a vehicle for investing available funds, provides a source of liquidity (by pledging collateral or through repurchase agreements) and supplies collateral for certain public funds deposits.
Commercial real estate concentrations are managed with a goal of optimizing relationship-driven commercial loans, as well as geographic and business diversity, primarily in our footprint.
CRE concentrations are managed with a goal of optimizing relationship-driven commercial loans, as well as geographic and business diversity, primarily in our footprint.
Our CET1 capital primarily includes shareholders' equity less certain deductions for goodwill and other intangibles, net of taxes, net unrealized gains (losses) on AFS securities, net of tax, net unrealized gains (losses) related to fair value of liabilities, net of tax, and certain deferred tax assets that arise from tax loss and credit carry-forwards, and totaled $4.2 billion as of December 31, 2024.
Our CET1 capital primarily includes shareholders' equity less certain deductions for goodwill and other intangibles, net of taxes, net unrealized gains (losses) on AFS securities, net of tax, net unrealized gains (losses) related to fair value of liabilities, net of tax, and certain deferred tax assets that arise from tax loss and credit carry-forwards, and totaled $6.1 billion as of December 31, 2025.
The following tables present the par value, amortized cost, and fair values of debt securities as available for sale and held to maturity investment debt securities portfolio by major type as of the dates presented: December 31, 2024 December 31, 2023 (dollars in thousands) Current Par Amortized Cost Fair Value % of Portfolio Current Par Amortized Cost Fair Value % of Portfolio Available for sale: U.S.
The following tables present the par value, amortized cost, and fair values of debt securities as available for sale and held to maturity investment debt securities portfolio by major type as of the dates presented: December 31, 2025 December 31, 2024 (in millions) Current Par Amortized Cost Fair Value % of Portfolio Current Par Amortized Cost Fair Value % of Portfolio Available for sale: U.S.
CONCENTRATIONS OF CREDIT RISK Information regarding Concentrations of Credit Risk is included in Notes 3, 5, and 16 of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K . CAPITAL RESOURCES Shareholders' equity as of December 31, 2024 was $5.1 billion, an increase of $123.2 million from December 31, 2023.
CONCENTRATIONS OF CREDIT RISK Information regarding Concentrations of Credit Risk is included in Notes 3, 5, and 16 of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K . CAPITAL RESOURCES Shareholders' equity as of December 31, 2025 was $7.8 billion, an increase of $2.7 billion from December 31, 2024.
Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, current and projected cash flows are examined to determine the ability of the borrower to repay their obligations as agreed. 54 Table of Conte n t s Commercial loans and leases are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower.
Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, current and projected cash flows are examined to determine the ability of the borrower to repay their obligations as agreed. 57 Table of Contents Commercial loans and leases are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower.
We generally hold variable-rate loans in our portfolio and sell conforming fixed-rate loans to third parties for which representations are made that the loans meet certain underwriting and collateral documentation standards. 55 Table of Conte n t s The Bank underwrites all residential mortgage applications centrally, with a focus on higher quality borrowers.
We generally hold variable-rate loans in our portfolio and sell conforming fixed-rate loans to third parties for which representations are made that the loans meet certain underwriting and collateral documentation standards. The Bank underwrites all residential mortgage applications centrally, with a focus on higher quality borrowers.
Additionally, trend and outlook reports are reviewed by management on a regular basis. 56 Table of Conte n t s ASSET QUALITY AND NON-PERFORMING ASSETS The Bank manages asset quality and controls credit risk through diversification of the loan and lease portfolio and the application of policies designed to promote sound underwriting and loan and lease monitoring practices.
Additionally, trend and outlook reports are reviewed by management on a regular basis. 59 Table of Contents ASSET QUALITY AND NON-PERFORMING ASSETS The Bank manages asset quality and controls credit risk through diversification of the loan and lease portfolio and the application of policies designed to promote sound underwriting and loan and lease monitoring practices.
Commercial Real Estate and Commercial Loans Commercial real estate and commercial loans are the largest classifications within earning assets, representing 41% and 20%, respectively, of average earning assets for the year ended December 31, 2024, as compared to 40% and 20%, respectively, for the year ended December 31, 2023.
Commercial Real Estate and Commercial Loans CRE and commercial loans are the largest classifications within earning assets, representing 43% and 20%, respectively, of average earning assets for the year ended December 31, 2025, as compared to 41% and 20%, respectively, for the year ended December 31, 2024.
Loans secured by office properties, which are predominantly located in suburban markets, represented approximately 8% of our total loan portfolio at both December 31, 2024 and December 31, 2023, and were comprised of 57% non-owner occupied, 40% owner occupied, and 3% construction loans at December 31, 2024, compared to 57% non-owner occupied, 39% owner occupied, and 4% construction loans at December 31, 2023.
Loans secured by office properties, which are predominantly located in suburban markets, represented approximately 8% of our total loan portfolio at both December 31, 2025 and 2024, and were comprised of 53% non-owner occupied, 45% owner occupied, and 2% construction loans at December 31, 2025, compared to 57% non-owner occupied, 40% owner occupied, and 3% construction loans at December 31, 2024.
As of December 31, 2024, substantially all of the junior subordinated debentures had interest rates that are adjustable on a quarterly basis based on a spread over three-month term SOFR.
As of December 31, 2025, substantially all of the junior subordinated debentures had interest rates that are adjustable on a quarterly basis, determined by a spread over three-month term SOFR.
The consolidated financial statements are prepared in conformity with GAAP and follow general practices within the financial services industry, in which the Company operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ significantly from those estimates. The consolidated financial statements are prepared in conformity with GAAP and follow general practices within the financial services industry, in which the Company operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes.
Consumer Loans Consumer loans, including secured and unsecured personal loans, home equity and personal lines of credit, and motor vehicle loans, decreased $15.6 million to $180.1 million as of December 31, 2024, as compared to December 31, 2023. The decrease was due to normal business activity. Consumer loans are originated utilizing a credit scoring analysis to supplement the underwriting process.
Consumer Loans Consumer loans, including secured and unsecured personal loans, home equity and personal lines of credit, and motor vehicle loans, decreased $2 million to $178 million as of December 31, 2025, as compared to December 31, 2024. The decrease was due to normal business activity. Consumer loans are originated utilizing a credit scoring analysis to supplement the underwriting process.
The ACL was $440.8 million at December 31, 2024 and $464.1 million at December 31, 2023. Under CECL, Management has flexibility in selecting the methodology for estimating expected credit losses, which must be calculated over the asset’s contractual term, and adjusted for prepayments, utilizing quantitative and qualitative factors.
The ACL was $485 million at December 31, 2025 and $441 million at December 31, 2024. Under CECL, Management has flexibility in selecting the methodology for estimating expected credit losses, which must be calculated over the asset’s contractual term, and adjusted for prepayments, utilizing quantitative and qualitative factors.
The unrealized losses were primarily attributable to changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities and are not attributable to changes in credit quality. In the opinion of management, no ACL was considered necessary on these debt securities as of December 31, 2024.
The unrealized losses were primarily attributable to changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities, rather than deterioration in credit quality. In the opinion of management, no ACL was considered necessary on these debt securities as of December 31, 2025.
The Banks’s diversified deposit base provides a sizeable source of relatively stable and low-cost funding, while reducing the Bank’s reliance on the wholesale markets. Total core deposits were $37.5 billion as of December 31, 2024, compared with $37.4 billion as of December 31, 2023. The Bank also has liquidity from excess bond collateral of $3.1 billion.
The Banks’s diversified deposit base provides a sizable source of relatively stable and low-cost funding, while reducing the Bank’s reliance on wholesale markets. Total core deposits were $50.2 billion as of December 31, 2025, compared with $37.5 billion as of December 31, 2024. The Bank also has liquidity from excess bond collateral of $4.7 billion, further supporting liquidity.
The total of Tier 1 capital plus Tier 2 capital components is referred to as Total Risk-Based Capital and was $5.1 billion as of December 31, 2024.
The total of Tier 1 capital plus Tier 2 capital components is referred to as Total Risk-Based Capital and was $7.0 billion as of December 31, 2025.
The Company manages its cash position as part of management's strategy to maintain a high-quality liquid asset position to support balance sheet flexibility, fund growth in lending and investment portfolios, and deleverage the balance sheet by decreasing debt and non-deposit liabilities as economic conditions permit. • Including secured off-balance sheet lines of credit, total available liquidity was $18.0 billion as of December 31, 2024, representing 35% of total assets, 43% of total deposits, and 128% of estimated uninsured deposits.
The Company manages its cash position as part of management's strategy to maintain a high-quality liquid asset position to support balance sheet flexibility, fund growth in lending and investment portfolios, and deleverage the balance sheet by decreasing debt and non-relationship deposit liabilities as economic conditions permit. • Including secured off-balance sheet lines of credit, total available liquidity was $27.9 billion as of December 31, 2025, representing 42% of total assets, 51% of total deposits, and 141% of uninsured deposits.
Refer to Note 25 – Income Taxes in Item 8 of this Annual Report on Form 10-K for more information about the Company's taxes. FINANCIAL CONDITION CASH AND CASH EQUIVALENTS Cash and cash equivalents were $1.9 billion as of December 31, 2024, compared to $2.2 billion at December 31, 2023.
Refer to Note 25 – Income Taxes and Investment Tax Credits in Item 8 of this Annual Report on Form 10-K for more information about the Company's taxes. 51 Table of Contents FINANCIAL CONDITION CASH AND CASH EQUIVALENTS Cash and cash equivalents were $2.4 billion as of December 31, 2025, compared to $1.9 billion as of December 31, 2024.
RECENT ACCOUNTING PRONOUNCEMENTS Information regarding Recent Accounting Pronouncements is included in Note 1 of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K . RESULTS OF OPERATIONS Columbia's financial results for any periods ended prior to February 28, 2023, the Merger Date, reflect UHC results only on a standalone basis.
RECENT ACCOUNTING PRONOUNCEMENTS Information regarding Recent Accounting Pronouncements is included in Note 1 of the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K . RESULTS OF OPERATIONS Columbia's financial results for any periods ended prior to August 31, 2025, the acquisition date for Pacific Premier, reflect Columbia's results only on a standalone basis.
The amount of such adjustment was an addition to recorded income of approximately $4.0 million, $4.1 million, and $1.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. 46 Table of Conte n t s The following table sets forth a summary of the changes in tax equivalent net interest income due to changes in average asset and liability balances (volume) and changes in average rates (rate) for 2024 compared to 2023, as well as between 2023 and 2022.
The amount of such adjustment was an addition to recorded income of approximately $6 million, $4 million, and $4 million for the years ended December 31, 2025, 2024, and 2023, respectively. 47 Table of Contents The following table sets forth a summary of the changes in tax equivalent net interest income due to changes in average asset and liability balances (volume) and changes in average rates (rate) for 2025 compared to 2024, as well as between 2024 and 2023.
As of December 31, 2023, non-accrual and 90+ days past due loans include government guarantees of and $19.3 million and $12.3 million, respectively. (2) Excludes certain mortgage loans guaranteed by GNMA, which Columbia has the unilateral right to repurchase but has not done so, totaling $2.4 million as of December 31, 2024 and $1.0 million at December 31, 2023.
As of December 31, 2024, non-accrual and 90+ days past due loans include government guarantees of $42 million and $32 million, respectively. (2) Excludes certain mortgage loans guaranteed by GNMA, which the Bank has the unilateral right to repurchase but has not done so, totaling $3 million as of December 31, 2025 and $2 million at December 31, 2024.
These reviews consider such factors as the financial strength of borrowers, the value of the applicable collateral, loan and lease loss experience, estimated loan and lease losses, growth in the loan and lease portfolio, prevailing economic conditions, and other factors.
These reviews consider such factors as the financial strength of borrowers, collateral value, historical loss experience, portfolio growth, prevailing economic conditions, and other factors.
The net interest margin (net interest income as a percentage of average interest-earning assets) on a fully tax equivalent basis was 3.57% for 2024, as compared to 3.91% for 2023, a decrease of 34 basis points.
The net interest margin (net interest income as a percentage of average interest-earning assets) on a fully tax equivalent basis was 3.83% for 2025, as compared to 3.57% for 2024, an increase of 26 basis points.
For additional information related to the Company's ACL, see Note 1 – Summary of Significant Accounting Policies in Item 8 of this Annual Report on Form 10-K.
For additional information related to the Company's ACL, see Note 1 – Summary of Significant Accounting Policies in Item 8 of this Annual Report on Form 10-K. 43 Table of Contents Business Combinations The Company accounts for business combinations using the acquisition method of accounting.
Due to changes to inputs in the valuation model including changes in discount rates and prepayment speeds, the fair value of the MSR asset increased by $5.2 million for the year ended December 31, 2024, as compared to a decrease of $6.1 million for the year ended December 31, 2023.
Due to changes to inputs in the valuation model including changes in discount rates and prepayment speeds, the fair value of the MSR asset decreased by $4 million for the year ended December 31, 2025, as compared to an increase of $5 million for the year ended December 31, 2024.
The Federal Reserve uses the leverage and risk-based capital ratios to assess capital adequacy of banks and financial holding companies. 63 Table of Conte n t s The following table sets forth the Company's and the Bank's capital ratios as of December 31, 2024 and 2023: Company Bank 2024 2023 2024 2023 CET1 risk-based capital ratio 10.54 % 9.64 % 11.37 % 10.52 % Tier 1 risk-based capital ratio 10.54 % 9.64 % 11.37 % 10.52 % Total risk-based capital ratio 12.75 % 11.86 % 12.42 % 11.57 % Leverage ratio 8.31 % 7.60 % 8.97 % 8.30 % Basel III also requires all banking organizations to maintain a 2.50% capital conservation buffer above the minimum risk-based capital requirements to avoid certain limitations on capital distributions, stock repurchases, and discretionary bonus payments to executive officers.
The following table sets forth the Company's and the Bank's capital ratios as of December 31, 2025 and 2024: Company Bank 2025 2024 2025 2024 CET1 risk-based capital ratio 11.80 % 10.54 % 12.32 % 11.37 % Tier 1 risk-based capital ratio 11.80 % 10.54 % 12.32 % 11.37 % Total risk-based capital ratio 13.63 % 12.75 % 13.26 % 12.42 % Leverage ratio 9.29 % 8.31 % 9.70 % 8.97 % Basel III also requires all banking organizations to maintain a 2.50% capital conservation buffer above the minimum risk-based capital requirements to avoid certain limitations on capital distributions, stock repurchases, and discretionary bonus payments to executive officers.
As of December 31, 2024, there was an increase in non-performing loans as compared to December 31, 2023, which is representative of a more normalized credit environment. 57 Table of Conte n t s ALLOWANCE FOR CREDIT LOSSES The ACL represents management's best estimate of lifetime credit losses for loans and leases and unfunded commitments.
As of December 31, 2025, there was an increase in non-performing loans as compared to December 31, 2024, which reflects balances added through the Pacific Premier acquisition and is overall representative of a more normalized credit environment. 60 Table of Contents ALLOWANCE FOR CREDIT LOSSES The ACL represents management's best estimate of lifetime credit losses for loans and leases and unfunded commitments.
As December 31, 2024, the available for sale investment portfolio had gross unrealized losses of $591.5 million. Unrealized losses included unrealized losses on mortgage-backed securities and collateralized mortgage obligations of $485.4 million.
As December 31, 2025, the available for sale investment portfolio had gross unrealized losses of $380 million, including $327 million of unrealized losses on mortgage-backed securities and collateralized mortgage obligations.
The following table sets forth the allocation of the ACLLL and percent of loans and leases in each category to total loans and leases, net of deferred fees, as of December 31 for each of the last two years: December 31, 2024 December 31, 2023 (dollars in thousands) Amount % Amount % Commercial real estate $ 154,413 52 % $ 125,888 52 % Commercial 218,668 26 % 244,821 26 % Residential 44,700 21 % 62,004 21 % Consumer & other 6,848 1 % 8,158 1 % Allowance for credit losses on loans and leases $ 424,629 100 % $ 440,871 100 % RESIDENTIAL MORTGAGE SERVICING RIGHTS The following table presents the key elements of our residential mortgage servicing rights asset as of December 31, 2024, 2023, and 2022: (dollars in thousands) 2024 2023 2022 Balance, beginning of period $ 109,243 $ 185,017 $ 123,615 Additions for new MSR capitalized 6,452 5,347 24,137 Sale of MSR assets — (57,305) — Changes in fair value: Changes due to collection/realization of expected cash flows over time (12,566) (17,694) (20,272) Changes due to valuation inputs or assumptions (1) 5,229 (6,122) 57,537 Balance, end of period $ 108,358 $ 109,243 $ 185,017 (1) The changes in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates. 59 Table of Conte n t s Information related to our serviced loan portfolio as of December 31, 2024 and 2023 were as follows: (dollars in thousands) December 31, 2024 December 31, 2023 Balance of loans serviced for others $ 7,939,445 $ 8,175,664 MSR as a percentage of serviced loans 1.36 % 1.34 % Residential MSR are adjusted to fair value quarterly with the change recorded in residential mortgage banking revenue on the Consolidated Statements of Income.
The following table sets forth the allocation of the ACLLL and percent of loans and leases in each category to total loans and leases, net of deferred fees, as of December 31 for each of the last two years: December 31, 2025 December 31, 2024 (in millions) Amount % Amount % Commercial real estate $ 198 59 % $ 154 52 % Commercial 226 25 % 219 26 % Residential 34 16 % 45 21 % Consumer & other 8 — % 7 1 % Allowance for credit losses on loans and leases $ 466 100 % $ 425 100 % RESIDENTIAL MORTGAGE SERVICING RIGHTS The following table presents the key elements of our residential mortgage servicing rights asset as of December 31, 2025, 2024, and 2023: (in millions) 2025 2024 2023 Balance, beginning of period $ 108 $ 109 $ 185 Additions for new MSR capitalized 7 6 5 Sale of MSR assets — — (57) Changes in fair value: Changes due to collection/realization of expected cash flows over time (12) (12) (18) Changes due to valuation inputs or assumptions (1) (4) 5 (6) Balance, end of period $ 99 $ 108 $ 109 (1) The changes in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates. 62 Table of Contents Information related to our serviced loan portfolio as of December 31, 2025 and 2024 were as follows: (in millions) December 31, 2025 December 31, 2024 Balance of loans serviced for others $ 7,755 $ 7,939 MSR as a percentage of serviced loans 1.28 % 1.36 % Residential MSR are adjusted to fair value quarterly with the change recorded in residential mortgage banking revenue on the Consolidated Statements of Income.
Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.
CRE lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. CRE loans may be more adversely affected by conditions in the real estate markets or in the general economy.
While there was an increase in the origination and sale of mortgages during 2024 when compared to 2023, it was more than offset by a decrease in servicing revenue.
While there was an increase in the origination and sale of mortgages during 2025 when compared to 2024, it was partially offset by a decrease in servicing revenue, due to a decline in the balance of the residential serviced loan portfolio.
As of December 31, 2024, the Company and Bank were in compliance with the capital conservation buffer requirements. As of December 31, 2024, the most recent notification from the FDIC categorized the Bank as "well-capitalized" under the regulatory framework for prompt corrective action.
As of December 31, 2025, the Company and Bank were in compliance with the capital conservation buffer requirements. The most recent notification from the FDIC categorized the Bank as "well-capitalized" under the regulatory framework for prompt corrective action and management is not aware of any conditions or events since that notification that would change the Bank's regulatory capital category.
Non-performing loans as of December 31, 2024 included $73.6 million in government guarantees on the commercial real estate, commercial, and residential portfolios, which offsets our credit exposure in those portfolios. 52 Table of Conte n t s Commercial Real Estate Loans The commercial real estate portfolio includes loans to developers and institutional sponsors supporting income-producing or for-sale commercial real estate properties.
As of December 31, 2025, non-accrual loans in the CRE and commercial portfolios include $38 million in government guarantees, which offsets our credit exposure in those portfolios. 55 Table of Contents Commercial Real Estate Loans The CRE portfolio includes loans to developers and institutional sponsors supporting income-producing or for-sale CRE properties.
During 2024, Columbia declared a cash dividend of $0.36 per common share for all four quarters. These dividends were made pursuant to our existing dividend policy and in consideration of, among other things, earnings, regulatory capital levels, the overall payout ratio, and expected asset growth.
These dividends were made pursuant to our existing dividend policy and in consideration of, among other things, earnings, regulatory capital levels, the overall payout ratio, and expected asset growth.
Non-performing loans were $166.9 million, or 0.44% of total loans and leases, as of December 31, 2024, compared to $112.9 million, or 0.30% of total loans and leases, as of December 31, 2023. As of December 31, 2024, non-performing loans included $73.6 million in government guarantees.
Non-performing loans were $198 million, or 0.41% of total loans and leases, as of December 31, 2025, compared to $167 million, or 0.44% of total loans and leases, as of December 31, 2024. As of December 31, 2025, non-performing loans included $79 million in government guarantees.
In addition to liquidity from core deposits and the repayments and maturities of loans and investment securities, the Bank can sell securities under agreements to repurchase, issue brokered certificates of deposit, or utilize off-balance sheet funding sources. The Bank maintains a substantial level of total available liquidity in the form of off-balance sheet funding sources.
In addition to core deposits and the repayments and maturities of loans and investment securities, the Bank can access liquidity by selling securities under agreements to repurchase, issuing brokered certificates of deposit, or utilizing off-balance sheet funding sources.
The timing and amount of future repurchases will depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings, our capital plan, and bank or bank holding company regulatory approvals.
The Company repurchased 3.7 million common shares under the current repurchase plan as of December 31, 2025, but did not repurchase any shares during 2024. The timing and amount of future repurchases will depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings, our capital plan, and bank or bank holding company regulatory approvals.
As a result, the Company believes that it has sufficient cash and access to borrowings to effectively manage through the current economic conditions, as well as meet its working capital and other needs. The Company will continue to prudently evaluate and maintain liquidity sources, including the ability to fund future loan growth and manage our borrowing sources.
As a result, the Company believes that it has adequate cash and access to borrowings to effectively manage through the current economic conditions and meet ongoing working capital and other needs. The Company continuously evaluates and maintains diverse liquidity sources to support future loan growth and manage borrowing sources.
Management monitors and evaluates commercial real estate loans based on debt service coverage, collateral, and risk grade criteria. As a general rule, we avoid financing single-purpose projects unless other underwriting factors are present to help mitigate risk. Third-party experts are also utilized to provide insight and guidance about economic conditions and trends affecting market areas we serve.
As a general rule, we avoid financing single-purpose projects unless other underwriting factors are present to help mitigate risk. Third-party experts are also utilized to provide insight and guidance about economic conditions and trends affecting market areas we serve. In addition, management tracks the level of owner-occupied CRE loans versus non-owner occupied loans.
The following table presents cash dividends declared and dividend payout ratios (dividends declared per common share divided by basic earnings per common share) for the years ended December 31, 2024, 2023, and 2022: 2024 2023 2022 Dividend declared per common share (1) $ 1.44 $ 1.43 $ 1.40 Dividend payout ratio 56 % 80 % 54 % (1) Periods prior to February 28, 2023 were restated in 2023 as a result of the adjustment to common shares outstanding based on the exchange ratio from the Merger of 0.5958.
Further, our ability to pay future cash dividends is subject to certain regulatory requirements and restrictions discussed in the Supervision and Regulation section in Item 1 of this Annual Report on Form 10-K. 67 Table of Contents The following table presents cash dividends declared and dividend payout ratios (dividends declared per common share divided by basic earnings per common share) for the years ended December 31, 2025, 2024, and 2023: 2025 2024 2023 Dividend declared per common share (1) $ 1.45 $ 1.44 $ 1.43 Dividend payout ratio 63 % 56 % 80 % (1) Periods prior to February 28, 2023 were restated in 2023 as a result of the adjustment to common shares outstanding based on the exchange ratio from the Company's merger with UHC of 0.5958.
Although we believe these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. 44 Table of Conte n t s NET INTEREST INCOME Net interest income for 2024 was $1.7 billion, a decrease of $74.8 million, or 4%, compared to the same period in 2023.
Although we believe these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.
FHLB stock is carried at par and does not have a readily determinable fair value. Ownership of FHLB stock is restricted to the FHLB and member institutions, and can only be purchased and redeemed at par. As of December 31, 2024, the Bank's minimum required investment in FHLB stock was $149.5 million.
FHLB stock is carried at par and does not have a readily determinable fair value. Ownership of FHLB stock is restricted to the FHLB and member institutions, and shares may only be purchased or redeemed at par.
The core deposit intangible assets recorded are amortized on an accelerated basis over a period of 10 years using the sum-of-the-years-digits method. Intangible assets are evaluated for impairment if events and circumstances indicate a possible impairment. No impairment losses have been recognized in the periods presented.
The core deposit intangible assets recorded are amortized on an accelerated basis over a period of 10 years using the sum-of-the-years-digits method. Refer to Note 9 – Goodwill and Other Intangible Assets , for forecasted amortization expense for intangible assets as of December 31, 2025. Intangible assets are evaluated for impairment if events and circumstances indicate a possible impairment.
We do not originate residential mortgages that allow negative amortization or allow the borrower multiple payment options. Residential mortgages are originated based on a completed full appraisal during the credit underwriting process. The values are updated in compliance with applicable regulations to facilitate our portfolio management, as well as our workout and loss mitigation functions.
We do not originate residential mortgages that allow negative amortization or allow the borrower multiple payment options. Residential mortgages are originated based on a completed full appraisal during the credit underwriting process.
Financing commitments, letters of credit and deferred purchase commitments are presented at contractual amounts and do not necessarily reflect future cash outflows as many are expected to expire unused or partially used.
Refer to Note 16 – Commitments and Contingencies and Related-Party Transactions in Item 8 of this Annual Report on Form 10-K for further information. Financing commitments, letters of credit and deferred purchase commitments are presented at contractual amounts and do not necessarily reflect future cash outflows as many are expected to expire unused or partially used.
RESTRICTED EQUITY SECURITIES Restricted equity securities were $150.0 million and $179.3 million as of December 31, 2024 and 2023, respectively, the majority of which represents the Bank's investment in the FHLB. The decrease is attributable to redemptions of FHLB stock due to decreased FHLB borrowing activity during the period.
RESTRICTED EQUITY SECURITIES Restricted equity securities were $159 million and $150 million as of December 31, 2025 and 2024, respectively, the majority of which represents the Bank's investment in the FHLB. The increase reflects purchases of FHLB stock made to support higher levels of FHLB borrowing activity during the period.
Return on Average Assets, Common Shareholders' Equity and Tangible Common Shareholders' Equity For the years ended December 31, 2024, 2023, and 2022: (dollars in thousands) 2024 2023 2022 Return on average assets 1.03 % 0.70 % 1.09 % Return on average common shareholders' equity 10.55 % 7.81 % 13.07 % Return on average tangible common shareholders' equity 15.31 % 11.46 % 13.11 % Calculation of average common tangible shareholders' equity: Average common shareholders' equity $ 5,060,365 $ 4,466,725 $ 2,575,577 Less: average goodwill and other intangible assets, net 1,573,712 1,423,075 6,847 Average tangible common shareholders' equity $ 3,486,653 $ 3,043,650 $ 2,568,730 43 Table of Conte n t s Additionally, management believes tangible common equity and the tangible common equity ratio are meaningful measures of capital adequacy.
Return on Average Assets, Common Shareholders' Equity and Tangible Common Shareholders' Equity For the years ended December 31, 2025, 2024, and 2023: (in millions) 2025 2024 2023 Return on average assets 0.97 % 1.03 % 0.70 % Return on average common shareholders' equity 8.98 % 10.55 % 7.81 % Return on average tangible common shareholders' equity 12.51 % 15.31 % 11.46 % Calculation of average common tangible shareholders' equity: Average common shareholders' equity $ 6,126 $ 5,060 $ 4,467 Less: average goodwill and other intangible assets, net 1,729 1,574 1,423 Average tangible common shareholders' equity $ 4,397 $ 3,486 $ 3,044 Additionally, management believes tangible common equity and the tangible common equity ratio are meaningful measures of capital adequacy.
For the years ended December 31, 2024 and 2023, there were no goodwill impairment losses recognized. As of December 31, 2024, we had other intangible assets of $484.2 million, compared to $603.7 million as of December 31, 2023.
Goodwill is reviewed for potential impairment annually, on October 31st, or more frequently if events or circumstances indicate a potential impairment. For the years ended December 31, 2025 and 2024, there were no goodwill impairment losses recognized. As of December 31, 2025, we had other intangible assets of $712 million, as compared to $484 million as of December 31, 2024.
The following table provides detail on the geographic distribution of our commercial real estate portfolio secured by office properties: December 31, 2024 December 31, 2023 (in thousands) Amount Percent of total Amount Percent of total Southern California $ 582,112 20 % $ 610,257 20 % Puget Sound 579,471 20 % 648,642 22 % Oregon Other 459,815 16 % 451,272 15 % Portland Metro 344,500 12 % 361,618 12 % Northern California (excluding the Bay Area) 313,251 11 % 326,997 11 % Bay Area 166,367 6 % 162,133 5 % Washington Other 149,546 5 % 166,002 6 % Other 278,499 10 % 253,319 9 % Total commercial real estate loans $ 2,873,561 100 % $ 2,980,240 100 % Commercial Loans and Leases Commercial loans are made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or other projects.
The following table provides detail on the geographic distribution of our CRE portfolio secured by office properties: December 31, 2025 December 31, 2024 (in millions) Amount % of total Amount % of total Southern California $ 1,135 31 % $ 582 20 % Puget Sound 551 15 % 579 20 % Oregon Other 467 13 % 460 16 % Portland Metro 386 11 % 345 12 % Northern California (excluding the Bay Area) 308 9 % 313 11 % Bay Area 179 5 % 166 6 % Washington Other 151 4 % 150 5 % Other 442 12 % 279 10 % Total CRE loans $ 3,619 100 % $ 2,874 100 % Commercial Loans and Leases Commercial loans are made to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or other projects.
In addition, our stock plans provide that award holders may pay for the exercise price and tax withholdings in part or entirely by tendering previously held shares. 64 Table of Conte n t s
In addition, our stock plans provide that award holders may pay for the exercise price and tax withholdings in part or entirely by tendering previously held shares. The Company is committed to managing capital to maintain strong protection for depositors and creditors and to expand capital return to its shareholders.
The following table provides a reconciliation of ending shareholders' equity (GAAP) to ending tangible common equity (non-GAAP), and ending assets (GAAP) to ending tangible assets (non-GAAP) as of December 31, 2024, and 2023: (dollars in thousands) December 31, 2024 December 31, 2023 Total shareholders' equity $ 5,118,224 $ 4,995,034 Less: Goodwill 1,029,234 1,029,234 Less: Other intangible assets, net 484,248 603,679 Tangible common shareholders' equity $ 3,604,742 $ 3,362,121 Total assets $ 51,576,397 $ 52,173,596 Less: Goodwill 1,029,234 1,029,234 Less: Other intangible assets, net 484,248 603,679 Tangible assets $ 50,062,915 $ 50,540,683 Total shareholders' equity to total assets ratio 9.92 % 9.57 % Tangible common equity to tangible assets ratio 7.20 % 6.65 % Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not reviewed or audited.
Tangible common equity and the tangible common equity ratio are considered non-GAAP financial measures and should be viewed in conjunction with total shareholders' equity and the total shareholders' equity ratio. 45 Table of Contents The following table provides a reconciliation of ending shareholders' equity (GAAP) to ending tangible common equity (non-GAAP), and ending assets (GAAP) to ending tangible assets (non-GAAP) as of December 31, 2025 and 2024: (millions) December 31, 2025 December 31, 2024 Total shareholders' equity $ 7,840 $ 5,118 Less: Goodwill 1,482 1,029 Less: Other intangible assets, net 712 484 Tangible common shareholders' equity $ 5,646 $ 3,605 Total assets $ 66,832 $ 51,576 Less: Goodwill 1,482 1,029 Less: Other intangible assets, net 712 484 Tangible assets $ 64,638 $ 50,063 Total shareholders' equity to total assets ratio 11.73 % 9.92 % Tangible common equity to tangible assets ratio 8.73 % 7.20 % Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not reviewed or audited.
In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. Owner-occupied real estate loans are based on cash flows from ongoing operations and the borrower must generally occupy more than 50% of rentable space or pay more than 50% of rents.
Owner-occupied real estate loans are based on cash flows from ongoing operations and the borrower must generally occupy more than 50% of rentable space or pay more than 50% of rents. At December 31, 2025, approximately 26% of the outstanding principal balance of our CRE loan portfolio, secured by owner-occupied properties.
Under the Basel III guidelines, capital strength is measured in three tiers, which are used in conjunction with risk-adjusted assets to determine the risk-based capital ratios. The guidelines require an 8% total risk-based capital ratio, of which 6% must be Tier 1 capital and 4.5% must be CET1.
The guidelines require an 8% total risk-based capital ratio, of which 6% must be Tier 1 capital and 4.5% must be CET1.
Excess cash was used to pay down borrowings, as well as to fund loan portfolio growth of $239.0 million. INVESTMENT SECURITIES The composition of our investment securities portfolio reflects management's investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of interest income.
INVESTMENT SECURITIES The composition of our investment securities portfolio reflects management's investment strategy to maintain an appropriate level of liquidity while generating a relatively stable source of interest income.
Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry.
The properties securing the CRE portfolio are diverse in terms of type and geographic location. This diversity helps reduce the exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates CRE loans based on debt service coverage, collateral, and risk grade criteria.
The following table presents total off-balance sheet liquidity as of the date presented: December 31, 2024 (dollars in thousands) Gross Availability Utilization Net Availability FHLB lines $ 10,923,275 $ 3,119,833 $ 7,803,442 Federal Reserve Discount Window 4,870,488 — 4,870,488 Uncommitted lines of credit 600,000 — 600,000 Total off-balance sheet liquidity $ 16,393,763 $ 3,119,833 $ 13,273,930 The following table presents total available liquidity as of the date presented: (dollars in thousands) December 31, 2024 Total off-balance sheet liquidity $ 13,273,930 Cash and cash equivalents, less reserve requirements 1,606,673 Excess bond collateral 3,106,386 Total available liquidity $ 17,986,989 The Company is a separate entity from the Bank and must provide for its own liquidity.
The following table presents total off-balance sheet liquidity as of the date presented: December 31, 2025 (in millions) Gross Availability Utilization Net Availability FHLB lines $ 17,188 $ 3,379 $ 13,809 Federal Reserve Discount Window 6,490 — 6,490 Uncommitted lines of credit 700 — 700 Total off-balance sheet liquidity $ 24,378 $ 3,379 $ 20,999 65 Table of Contents The following table presents total available liquidity as of the date presented: (in millions) December 31, 2025 Total off-balance sheet liquidity $ 20,999 Cash and cash equivalents, less reserve requirements 2,204 Excess bond collateral 4,680 Total available liquidity $ 27,883 The Company is a separate entity from the Bank and must provide for its own liquidity.
It is challenging to estimate how changes in any single economic factor or input might affect the overall allowance, as many factors and inputs are considered. These changes may not occur at the same rate or be consistent across all product types. Additionally, improvements in one factor may offset deterioration in others.
These changes may not occur at the same rate or be consistent across all product types. Additionally, improvements in one factor may offset deterioration in others.
The decrease was due to higher rates on interest-bearing liabilities and a shift in the funding mix into higher-cost sources, partially offset by higher average yields on interest-earning assets and a larger average balance sheet for the year ended December 31, 2024 compared to the prior year, as a result of the Merger.
The increase for the year ended December 31, 2025 compared to the prior year was due to a reduction in the cost of interest-bearing liabilities, partially offset by lower yields on average loans and leases and cash. A favorable balance sheet mix shift to lower-cost customer deposits from higher-cost wholesale funding sources between periods contributed positively to net interest margin.
The increase in commercial real estate and commercial loan balances between December 31, 2024 and December 31, 2023 was driven by commercial line utilization and new originations, partially offset by loan payoffs. Delinquency and non-accrual loan movements during the period reflect an anticipated move toward a normalized credit environment following a phase of exceptional high credit quality.
Delinquency and non-accrual loan movements during the period reflect an anticipated move toward a normalized credit environment following a phase of exceptional high credit quality.
The fair value of the MSR asset decreased by $12.6 million in 2024 due to the passage of time, including the impact of regularly scheduled repayments, paydowns, and payoffs, as compared to a decrease of $17.7 million in 2023.
The fair value of the MSR asset decreased by $12 million in 2025 and 2024, due to the passage of time, including the impact of regularly scheduled repayments, paydowns, and payoffs. GOODWILL AND OTHER INTANGIBLE ASSETS The Company had goodwill of $1.5 billion as of December 31, 2025, an increase of $453 million compared to the same period in 2024.
Other income in 2024 compared to 2023 decreased primarily due to an unfavorable change of $13.1 million in the fair value of certain loans held for investment, as the impact of interest rate fluctuations resulted in a loss of $10.5 million in the current year as compared to a gain of $2.6 million in the prior year.
Gain (loss) on certain loans held for investment, at fair value, for 2025, compared to 2024, increased due to interest rate fluctuations between periods that resulted in a gain of $11 million in the current year, as compar ed to a loss of $10 million in the prior year.
Lease and equipment financing products are designed to address the diverse financing needs of small to large companies, primarily for the acquisition of equipment.
Lease and equipment financing products are designed to address the diverse financing needs of small to large companies, primarily for the acquisition of equipment. The leases and equipment finance portfolio represented 13% and 17% of the commercial portfolio and 3% and 4% of the total loan portfolio as of December 31, 2025, and 2024, respectively.
Management monitors these ratios on a regular basis to ensure that the Bank remains within regulatory guidelines. The Company's dividend policy considers, among other things, earnings, regulatory capital levels, the overall payout ratio and expected asset growth to determine the amount of dividends declared, if any, on a quarterly basis.
The Company's dividend policy considers earnings, regulatory capital levels, the overall payout ratio, and expected asset growth to determine the amount of dividends declared, if any, on a quarterly basis. There is no assurance that future cash dividends on shares of common stock will be declared or increased.
As of December 31, 2024, there were approximately $110.7 million of loans and leases, or 0.29% of total loans and leases, modified due to borrowers experiencing financial difficulties, as compared to $138.1 million or 0.37% as of December 31, 2023. A decline in economic conditions and other factors could adversely impact individual borrowers or the loan portfolio in general.
As of December 31, 2025, there were approximately $193 million of loans and leases, or 0.40% of total loans and leases, modified due to borrowers experiencing financial difficulties, as compared to $110 million or 0.29% as of December 31, 2024.
We monitor the sources and uses of funds daily to maintain an acceptable liquidity position. One source of funds includes public deposits. Individual state laws require banks to collateralize public deposits, typically as a percentage of their public deposit balance in excess of FDIC insurance. Public deposits represented 7% of total deposits at both December 31, 2024 and 2023.
We monitor sources and uses of funds daily to maintain an acceptable liquidity position. Public deposits, which represented 5% and 7% of total deposits at December 31, 2025 and 2024, respectively, require collateralization in excess of FDIC insurance, with requirements varying by state and institution.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInterest Rate Simulation Impact on Net Interest Income As of December 31, 2024 2023 2022 Up 300 basis points (0.5) % (2.1) % 1.7 % Up 200 basis points (0.3) % (1.4) % 1.1 % Up 100 basis points (0.1) % (0.7) % 0.6 % Down 100 basis points 0.1 % 0.6 % (2.4) % Down 200 basis points 0.4 % 1.1 % (5.1) % Down 300 basis points 1.1 % 1.6 % (7.8) % Our interest rate risk sensitivity at December 31, 2024 is minimal.
Biggest changeInterest Rate Simulation Impact on Net Interest Income As of December 31, 2025 2024 2023 Up 300 basis points nm (0.5) % (2.1) % Up 200 basis points nm (0.3) % (1.4) % Up 100 basis points nm (0.1) % (0.7) % Down 100 basis points 0.3 % 0.1 % 0.6 % Down 200 basis points 2.2 % 0.4 % 1.1 % Down 300 basis points 5.3 % 1.1 % 1.6 % Our interest rate risk sensitivity is “liability sensitive” as of December 31, 2025, meaning we expect our net interest income to increase as market rates decline and to decrease as market rates increase.
(3) Time deposits maturing in 3 months or less include $1.5 billion in customer CDs and $2.4 billion in brokered CDs. (4) Total loans above vary from the amount reported on the Company’s Consolidated Balance Sheets due to purchase accounting adjustments and deferred fees and costs, which are not rate sensitive.
(3) Time deposits maturing in 3 months or less include $2.1 billion in customer CDs and $1.7 billion in brokered CDs. (4) Total loans above vary from the amount reported on the Company’s Consolidated Balance Sheets due to purchase accounting adjustments and deferred fees and costs, which are not rate sensitive.
Interest Rate Simulation Impact on Net Interest Income As of December 31, 2024 Year 1 Year 2 Up 300 basis points (0.5) % (0.1) % Up 200 basis points (0.3) % — % Up 100 basis points (0.1) % — % Down 100 basis points 0.1 % (0.2) % Down 200 basis points 0.4 % (0.4) % Down 300 basis points 1.1 % (0.7) % Economic Value of Equity Another interest rate sensitivity measure we utilize is the quantification of economic value changes for all financial assets and liabilities, given an increase or decrease in market interest rates.
Interest Rate Simulation Impact on Net Interest Income As of December 31, 2025 Year 1 Year 2 Up 300 basis points nm 5.0 % Up 200 basis points nm 3.4 % Up 100 basis points nm 1.6 % Down 100 basis points 0.3 % (1.4) % Down 200 basis points 2.2 % (1.6) % Down 300 basis points 5.3 % (1.5) % Economic Value of Equity Another interest rate sensitivity measure we utilize is the quantification of economic value changes for all financial assets and liabilities, given an increase or decrease in market interest rates.
As of December 31, 2024, our estimated EVE (fair value of financial assets and liabilities) was above our book value of equity primarily due to an increase in the economic value of the core deposit intangible. 68 Table of Conte n t s
As of December 31, 2025, our estimated EVE (fair value of financial assets and liabilities) was above our book value of equity primarily due to an increase in the economic value of the core deposit intangible. 71 Table of Contents
Our simulation beta estimates applied to interest-bearing deposits in the rising rate and declining rate scenarios are 55% and 54%, respectively, for December 31, 2024, and are generally consistent with cumulative betas experienced in recent rate cycles. 65 Table of Conte n t s Loan, time deposit, and term debt repricing characteristics are a significant component of interest rate sensitivity.
Our simulation beta estimates applied to interest-bearing deposits in the rising rate and declining rate scenarios is 49%, for December 31, 2025, and are generally consistent with cumulative betas experienced in recent rate cycles. 69 Table of Contents Loan, time deposit, and term debt repricing characteristics are a significant component of interest rate sensitivity.
The estimated impact on our net interest income over the first and second-year time horizons as it relates to our balance sheet as of December 31, 2024, is indicated in the table below.
This analysis assumes the same rate shift over the first year of the scenario as described above and holding steady thereafter. The estimated impact on our net interest income over the first and second-year time horizons as it relates to our balance sheet as of December 31, 2025, is indicated in the table below.
As a result, interest rate sensitivity in increasing interest rates scenarios improves in subsequent years as these assets reprice. Conversely, in a declining interest scenario, after year 1, net interest income is negatively impacted by assets repricing lower. Deposit products reprice lower, but certain low interest rate products remain at or hit their floors during the forecast horizon.
As a result, interest rate sensitivity in increasing interest rates scenarios improves in subsequent years as these assets reprice. Conversely, in a declining interest scenario, after year 1, net interest income is negatively impacted by assets repricing lower.
The projections are by their nature forward-looking and therefore inherently uncertain and include various assumptions regarding cash flows and discount rates. 67 Table of Conte n t s The table below illustrates the effects of various instantaneous market interest rate changes on the fair values of financial assets and liabilities compared to the corresponding carrying values and fair values: Interest Rate Simulation Impact on Fair Value of Financial Assets and Liabilities As of December 31, 2024 2023 Up 300 basis points (15.3) % (21.9) % Up 200 basis points (9.6) % (14.6) % Up 100 basis points (4.7) % (7.1) % Down 100 basis points 4.5 % 6.8 % Down 200 basis points 8.2 % 12.0 % Down 300 basis points 10.3 % 15.1 % As of December 31, 2024, our EVE analysis indicates a liability sensitive profile.
The table below illustrates the effects of various instantaneous market interest rate changes on the fair values of financial assets and liabilities compared to the corresponding carrying values and fair values: Interest Rate Simulation Impact on Fair Value of Financial Assets and Liabilities As of December 31, 2025 2024 Up 300 basis points (10.1) % (15.3) % Up 200 basis points (6.5) % (9.6) % Up 100 basis points (3.3) % (4.7) % Down 100 basis points 3.2 % 4.5 % Down 200 basis points 5.3 % 8.2 % Down 300 basis points 4.6 % 10.3 % As of December 31, 2025, our EVE analysis indicates a "liability sensitive" profile.
The following tables show certain pricing characteristics including rate type, maturity, and floor detail of the loan portfolio, as well as maturity profile of term funding as of December 31, 2024: Select Asset and Liability Maturity and Repricing Schedules (in Months) at December 31, 2024 (dollars in millions) 4 to 6 7 to 12 13 to 24 25 to 36 36+ Total (4) % Total (2) Loans Fixed (maturity) (1) $ 390 $ 114 $ 355 $ 664 $ 1,045 $ 10,745 $ 13,313 35 % Floating (repricing) (1) 13,432 — — — — — 13,432 35 % Adjustable (repricing) 364 569 441 1,523 1,345 7,107 11,349 30 % Total Loans $ 14,186 $ 683 $ 796 $ 2,187 $ 2,390 $ 17,852 $ 38,094 100 % Time deposits (maturity) (3) $ 3,852 $ 1,272 $ 820 $ 128 $ 17 $ 13 $ 6,102 Term debt (maturity) $ 2,600 $ 500 $ — $ — $ — $ — $ 3,100 (1) Commercial tranche loans that mature in one month are included in the floating rate loan category, not the fixed rate loan category, as these loans reprice in a manner similar to floating rate loans.
The following table shows certain pricing characteristics including rate type, and maturity detail of the loan portfolio, as well as maturity profile of term funding as of December 31, 2025: Select Asset and Liability Maturity and Repricing Schedules (in Months) at December 31, 2025 (in millions) 4 to 6 7 to 12 13 to 24 25 to 36 36+ Total (4) % Total (2) Loans Fixed (maturity) (1) $ 443 $ 200 $ 450 $ 1,088 $ 1,109 $ 12,374 $ 15,664 32 % Floating (repricing) (1) 15,427 — — — — — 15,427 32 % Adjustable (repricing) 819 1,385 2,283 2,762 2,057 8,142 17,448 36 % Total Loans $ 16,689 $ 1,585 $ 2,733 $ 3,850 $ 3,166 $ 20,516 $ 48,539 100 % Time deposits (maturity) (3) $ 3,834 $ 1,863 $ 769 $ 80 $ 10 $ 19 $ 6,575 Term debt (maturity) $ 3,200 $ — $ — $ — $ — $ — $ 3,200 (1) Commercial tranche loans that mature in one month are included in the floating rate loan category, not the fixed rate loan category, as these loans reprice in a manner similar to floating rate loans.
Actions we could undertake include, but are not limited to, growing or contracting the balance sheet, changing the composition of the balance sheet, or changing our pricing strategies for loans or deposits. 66 Table of Conte n t s The estimated impact on our net interest income over a time horizon of one year as of December 31, 2024, 2023, and 2022 are indicated in the table below.
The estimated impact on our net interest income over a time horizon of one year as of December 31, 2025, 2024, and 2023 are indicated in the table below.
Management also prepares and reviews the long-term trends of the net interest income simulation to measure and monitor risk. This analysis assumes the same rate shift over the first year of the scenario as described above and holding steady thereafter.
Deposit products reprice lower, but certain low interest rate products remain at or hit their floors during the forecast horizon. 70 Table of Contents Management also prepares and reviews the long-term trends of the net interest income simulation to measure and monitor risk.
Removed
Floors: Floating and Adjustable Rate Loans at December 31, 2024 (dollars in millions) No Floor (1) At Floor (1) Above Floor (1) Total Floating $ 8,830 $ 339 $ 4,263 $ 13,432 Adjustable 1,622 66 9,661 11,349 Total $ 10,452 $ 405 $ 13,924 $ 24,781 % of Total 42 % 2 % 56 % 100 % (1) Loans were grouped into three buckets: (1) No Floor: no contractual floor on the loan; (2) At Floor: current rate = floor; (3) Above Floor: current rate exceeds floor.
Added
Actions we could undertake include, but are not limited to, growing or contracting the balance sheet, changing the composition of the balance sheet, or changing our pricing strategies for loans or deposits.
Removed
The amount above the floor was based on the current margin plus the current index assuming the loan repriced on December 31, 2024. The adjustable loans may not reprice until well into the future, depending on the timing and size of interest rate changes.
Added
The projections are by their nature forward-looking and therefore inherently uncertain and include various assumptions regarding cash flows and discount rates.
Removed
Our current and 2023 projections indicate that in rising and falling interest rate environments the Company's net interest income would decrease or increase by a very modest amount. In 2022, we were "asset-sensitive" meaning we expected our net interest income to increase as market rates increased and to decrease as market rates decreased.
Removed
The change in sensitivity as of December 31, 2024, from the prior year was due to the impact of decreasing interest rates resulting from Federal Reserve monetary policy and changes in funding and asset mixes.

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