OGNALL ANDREW H 4

What Happened

• Andrew H. Ognall, EVP & Chief Risk Officer of Columbia Banking System (COLB), reported two transactions on Jan 20, 2026: forfeiture of 559 performance restricted stock units (PRSUs) to the issuer (no cash proceeds) and withholding of 1,353 restricted stock units (RSUs) to satisfy tax withholding. The withheld shares were valued at $28.35 each, totaling $38,358.

Key Details

• Transaction date: 2026-01-20; report filed 2026-01-22 (timely Form 4 filing).
• Disposition (code D): 559 shares surrendered to issuer at $0.00 (forfeited per PRSU terms).
• Tax withholding (code F): 1,353 shares withheld at $28.35 each to satisfy tax obligations; aggregate value $38,358.
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes:
  • F1: Forfeiture pursuant to performance RSU grant (Feb 21, 2023) because total shareholder return target was not met.
  • F2: Withholding of shares to satisfy tax withholding on vesting of previously issued RSUs.
• These were not open-market sales or purchases; they reflect forfeiture and routine tax withholding.

Context

• Forfeited PRSUs occur when performance targets aren’t met; this results in shares being returned to the company and no cash proceeds to the insider.
• Withholding shares to cover taxes is a common administrative step when RSUs vest and does not indicate a cash sale by the insider.
• No inference about the insider’s view of the company’s prospects should be drawn solely from forfeitures or routine tax withholdings.