MACHUCA LUIS 4

What Happened

• Luis Machuca, a director of Columbia Banking System, received derivative awards (phantom stock) under the company's deferred compensation plan: 65 shares on 2025-12-03 at $28.17 (value $1,831) and 562 shares on 2026-02-04 at $31.12 (value $17,489). Combined, the grants equal 627 phantom shares valued at about $19,320.
• These are awards (A) — not open-market purchases or sales — and represent accruals of deferred compensation rather than immediate stock purchases.

Key Details

• Transaction dates and prices:
  • 2025-12-03: 65 shares @ $28.17 = $1,831 (derivative phantom stock) — footnote F1.
  • 2026-02-04: 562 shares @ $31.12 = $17,489 (derivative phantom stock) — footnote F2.
• Shares owned after the transactions: Not disclosed in this filing.
• Footnotes:
  • F1: The Dec 3 phantom stock was accrued by the plan administrator without a request and the reporting person was not aware at the time; payment will follow the end of employment.
  • F2: The Feb 4 phantom stock was accrued under the deferred comp plan and will be paid after the reporting person's employment ends.
• Timeliness: The Form 4 was filed on 2026-02-05. The Feb 4, 2026 award appears to be reported promptly; the Dec 3, 2025 award was reported months later and therefore appears to have been filed late (Form 4s are generally due within two business days).

Context

• These are derivative phantom-stock awards under a deferred compensation plan, not immediate delivery of common shares. Phantom stock accruals typically pay out in cash or stock according to the plan when employment ends, so they do not necessarily signal current trading intent.
• No exercise, sale, or open-market purchase occurred here — simply accruals of deferred compensation.