EX-99.2 3 tm2512834d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

April 23, 2025 Expanding the Premier Business Bank in the West Columbia Banking System’s Strategic Acquisition of Pacific Premier Bancorp, Inc.

 

Disclaimers FORWARD - LOOKING STATEMENTS This communication may contain certain forward - looking statements, including, but not limited to, certain plans, expectations, g oals, projections, and statements about the benefits of the proposed business combination transaction between Columbia Banking System, Inc. (“Columbia”) and Pacific Premier Bancorp, Inc. (“Pacific Premier”) (the “Tr ans action”), the plans, objectives, expectations and intentions of Columbia and Pacific Premier, the expected timing of completion of the Transaction, and other statements that are not historical facts. Such statements ar e s ubject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward - looking statements. Forward - looking statem ents may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “believe,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “ sho uld,” “would,” “could,” or similar variations. The forward - looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, an d t he Private Securities Litigation Reform Act of 1995. Although there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factor s w hich could cause actual results to differ materially from those contained or implied in the forward - looking statements or historical performance: changes in general economic, political, or industry conditions, and in conditio ns impacting the banking industry specifically; uncertainty in U.S. fiscal, monetary and trade policy, including the interest rate policies of the Federal Reserve Board or the effects of any declines in housing and commercial re al estate prices, high or increasing unemployment rates, continued or renewed inflation, the impact of proposed or imposed tariffs by the U.S. government or retaliatory tariffs proposed or imposed by U.S. trading partners tha t c ould have an adverse impact on customers 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 ban k f ailures 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 a sse t 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 s erv ices; concentrations within Columbia’s or Pacific Premier’s loan portfolio (including commercial real estate loans), large loans to certain borrowers, and large deposits from certain clients; the success, impact, and timin g o f Columbia’s and Pacific Premier’s respective business strategies, including market acceptance of any new products or services and Columbia’s and Pacific Premier’s ability to successfully implement efficiency and operationa l e xcellence initiatives; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; changes in laws or regulations; the occurrence of any event , c hange or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement to which Columbia and Pacific Premier are parties; the outcome of any legal proceedings that m ay be instituted against Columbia or Pacific Premier; delays in completing the Transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions th at could adversely affect the combined company or the expected benefits of the Transaction); the failure to obtain shareholder or stockholder approvals, as applicable, or to satisfy any of the other conditions to the closi ng of the Transaction on a timely basis or at all; changes in Columbia’s or Pacific Premier’s share price before closing, including as a result of the financial performance of the other party prior to closing, or more generally due to broader stock market movements, and the performance of financial companies and peer group companies; the possibility that the anticipated benefits of the Transaction are not realized when expected or at all, includi ng as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Columbia and Pacific Premier do business; ce rta in restrictions during the pendency of the proposed Transaction that may impact the parties’ ability to pursue certain business opportunities or strategic Transactions; the possibility that the Transaction may be more exp ensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or change s t o business or employee relationships, including those resulting from the announcement or completion of the Transaction; the ability to complete the Transaction and integration of Columbia and Pacific Premier prompt ly and successfully; the dilution caused by Columbia’s issuance of additional shares of its capital stock in connection with the Transaction; and other factors that may affect the future results of Columbia and Pacific Premie r. Additional factors that could cause results to differ materially from those described above can be found in Columbia’s Annual Report on Form 10 - K for the year ended December 31, 2024, which is on file with the Securities and Ex change Commission (the “SEC”) (available here ) and available on Columbia’s investor relations website, www.columbiabankingsystem.com, under the heading “SEC Filings,” and in other documents Columbia files with th e SEC, and in Pacific Premier’s Annual Report on Form 10 - K for the year ended December 31, 2024, which is on file with the SEC (available here ) and available on Pacific Premier’s website, www.investors.ppbi.com, under the heading “SEC Filings” and in other documents Pac ific Premier files with the SEC. All forward - looking statements speak only as of the date they are made and are based on information available at that time. Nei ther Columbia nor Pacific Premier assumes any obligation to update forward - looking statements to reflect circumstances or events that occur after the date the forward - looking statements were made or to reflect t he occurrence of unanticipated events except as required by federal securities laws. As forward - looking statements involve significant risks and uncertainties, caution should be exercised against placing undue relian ce on such statements.

 

Disclaimers (Continued) IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed Transaction, Columbia will file with the SEC a Registration Statement on Form S - 4 that will incl ude a Joint Proxy Statement of Columbia and Pacific Premier and a Prospectus of Columbia, as well as other relevant documents concerning the Transaction. Certain matters in respect of the Transaction involving Columbi a a nd Pacific Premier will be submitted to Columbia’s and Pacific Premier’s shareholders or stockholders, as applicable, for their consideration. This communication does not constitute an offer to sell or the solicit ati on of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qua lification under the securities laws of any such jurisdiction. INVESTORS, COLUMBIA SHAREHOLDERS AND PACIFIC PREMIER STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROS PEC TUS REGARDING THE TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS AN Y AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders or stockholders, as applicable, will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about the Transaction, Columbia and Pacific Premier, without charge, at the SEC’ s w ebsite, www.sec.gov. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by d ire cting a request to Columbia Banking System, Inc., Attention: Investor Relations, 1301 A Street, Tacoma, WA 98402 - 4200, (503) 727 - 4100 or to Pacific Premier Bancorp, Inc., Attention: Corporate Secretary, 17901 Von Karman Aven ue, Suite 1200, Irvine, CA 92614, (949) 864 - 8000. PARTICIPANTS IN THE SOLICITATION Columbia, Pacific Premier, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Columbia shareholders or Pacific Premier stockholders in connection with the Transaction under the rules of the SEC. Information regarding Columbia’s directors and executive officer s i s available in the sections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in Columbia’s Annual Rep ort on Form 10 - K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 25, 2025 (available here ) ; in the sections entitled “Board Structure and Compensation,” “Compensation Discussion and Analysis,” “Compensation Tables ,” “Information about Executive Officers,” “Beneficial Ownership of Directors and Executive Officers” and “Certain Relationships and Related Transactions” in Columbia’s definitive pro xy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2025 (available here ) ; and other documents filed by Columbia with the SEC. Information regarding Pacific Premier’s directors and executive offi cer s is available in the sections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholde r M atters” in Pacific Premier’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025 (available here ); in the sections entitled “Compensation of Non - Employee Directors,” “Security Ownership of Directors and Executive Officers,” “Certain Relationships and Related Transactions,” “Summary Compensation Table,” “Employment Agreements, Salary Continuation P lan s, Severance, and Change - in - Control Payments,” and “Summary of Potential Termination Payments” in Pacific Premier’s definitive proxy statement relating to its 2025 Annual Meeting of Stockholders, wh ich was filed with the SEC on April 7, 2025 (available here ) ; and other documents filed by Pacific Premier with the SEC. To the extent holdings of Columbia common stock by the directors and executive officers of Columbia or ho ldings of Pacific Premier common stock by directors and executive officers of Pacific Premier have changed from the amounts held by such persons as reflected in the documents described above, such changes have b een or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect i nte rests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus relating to the Transaction. Free copies of this document may be obtained as described in the preceding paragraph.

 

$70B Assets $51B Loans $57B Deposits Expanding the Premier Business Bank in the West Strong Financials: Top - Tier Profitability and Fortress Balance Sheet 1) Includes the 10 largest publicly traded banks headquartered in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah and Washington with total assets less than $250 billion as of the most recently reported quarter 2) Mechanics Bank total assets shown pro forma for pending acquisition of HomeStreet , Inc. Note: Financial data as of the most recently reported quarter Source: S&P Capital IQ Pro, Company documents Top Western - Region Headquartered Banks by Assets 1 Scale in Southern California and Increased Presence in the Northwest Increased Scale: Pro Forma Snapshot Los Angeles Seattle 4 3 Years TBVPS Earnback ~14% 2026E EPS Accretion ~11% Pro Forma CET1 Ratio @ Close ~20% Pro Forma 2026E ROATCE ~1.4% Pro Forma 2026E ROAA Columbia (296) Pacific Premier (58)

 

Strategically Compelling ▪ Accelerates Columbia’s Southern California expansion strategy by ~10 years ▪ Creates a strategically cohesive regional powerhouse with ~$70B in assets ▪ Enhances presence in core Northwest markets and expands presence in new growth markets (e.g., Phoenix) ▪ Mark - to - market treatment enhances balance sheet restructuring flexibility Transaction Highlights Corporate Fit ▪ Shared relationship - based operating philosophies, supported by cultures with compatible core values ▪ Adds Pacific Premier’s national HOA banking business with ~$2.6B in deposits serving over 17k HOAs ▪ Adds Pacific Premier’s self - directed IRA trust business with $18B in AUC, $1.1B in deposits and an average account size of ~$592k ▪ Leverage Pacific Premier’s best - in - class API Marketplace to existing Columbia client base for additional revenue opportunities ▪ Nearly identical deposit composition with top - quartile noninterest - bearing deposit composition Lower - Risk Merger ▪ Predominantly a market expansion with limited disruption to depositors, borrowers and relationship managers ▪ Pacific Premier has pristine credit (15bps NPAs/Assets) ▪ Cost savings focused on back - office redundancies withmodest expected branch consolidation ▪ Deep bench of M&A and integration talent at both companies ▪ Minimal impact to Columbia’s capital ratios – no supplemental equity or debt issuance needed ▪ Pacific Premier Chairman & CEO Steve Gardner to join the Board as a non - executive director Financially Attractive ▪ Top - decile peer pro forma profitability ratios (e.g., ROATCE, ROAA, efficiency) imply upside to Columbia’s valuation ▪ Pacific Premier is comparatively overcapitalized with a 20.2% Total RBC ratio and 17.0 % CET1 ratio ▪ 14% 2026E EPS accretion with initial TBVPS dilution recovered in three years (crossover method) ▪ $0.9B NPV of expected cost savings (assuming 30% cost saves)¹ 5 1) Assumes 12.5 x terminal value multiple applied to pro forma LTM noninterest expense, less amortization of intangibles, with a 25 % tax rate, less approximately $ 146 million of after - tax one - time transaction costs Source: S&P Capital IQ Pro, Company documents, FDIC

 

Overview of Pacific Premier $18.1B Total Assets $12.0B Loans HFI $14.7B Total Deposits 11.9% TCE / TA 17.0% Tier 1 Capital 20.2% Total RBC 0.80% ROAA 7.5% ROATCE 67.5% Efficiency Ratio ● Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) ● Founded in 1983 ● Headquarters: Irvine, CA ● 58 full - service branches in major metro areas of the Western U.S. ● Community Association ("HOA") Banking – Leader of customized cash management, electronic banking services and credit facilities for Home - Owners Associations and property management companies ● Pacific Premier Trust – IRA custodial services in all 50 states ● Small Business Administration – 15 years as a successful, nationwide preferred lender Company Overview 1983 2000 2011 2012 2013 2015 2016 2017 2018 2020 2025 Overview of National Business Lines Pacific Premier Bank was founded New management came in to transform the bank Acquired Canyon National Bank* Acquired Palm Desert National Bank* Acquired First Associations Bank and San Diego Trust Bank Acquired Independence Bank Acquired Security California Bancorp Acquired Heritage Oaks Bancorp and Plaza Bancorp Acquired Grandpoint Capital, Inc. Acquired Opus Bank Partnership with * Denotes FDIC - assisted transaction Note: Financials as of or for the quarter ended March 31, 2025 Source: S&P Capital IQ Pro, Company documents 6

 

Transaction Summary Implied Transaction Value & Multiples 1 ▪ Implied value per Pacific Premier share: $20.83 ▪ Implied aggregate transaction value: $2.0 billion ▪ Price / Tangible Book Value per Share: 0.99x ▪ Price / LTM GAAP EPS: 13.7x ▪ Price / 2026E Consensus EPS: 13.5x ▪ Price / 2026E Consensus EPS + After - Tax Cost Savings: 8.4x Board of Directors, Management & Company Name ▪ Three Pacific Premier directors invited to join the Columbia board of directors ▪ Columbia executive leadership team remains intact ▪ The combined organization will operate under the unified brand of Columbia Bank Expected Closing ▪ Subject to receipt of approvals from Columbia and Pacific Premier shareholders and regulatory approvals ▪ Expected closing in the second half of 2025 ▪ 100% common stock; no capital raise required to support the transaction ▪ Fixed exchange ratio: Pacific Premier shareholders will receive 0.9150 Columbia shares for each Pacific Premier share ▪ Pro forma ownership: 70% Columbia / 30% Pacific Premier Structure & Consideration 1) Based on closing price of Columbia common stock of $22.77 as of April 22 , 2025 Note : Assumes 97,069,001 Pacific Premier common shares outstanding, 33,604 outstanding options with a weighted average exercise price of $ 20.71 and 525,897 other dilutive securities not included in shares outstanding 7

 

1) Southern California defined as: Bakersfield - Delano, CA, El Centro, CA, Los Angeles - Long Beach - Anaheim, CA, Oxnard - Thousand Oaks - Ventura, CA, Riverside - San Bernardino - Ontario, CA, San Diego - Chula Vista - Carlsbad, CA, San Luis Obispo - Paso Robles, CA and Santa Maria - Santa Barbara, CA MSAs 2) Reflects percentage of Royal Bank of Canada’s deposits as of July 31, 2024 Accelerates Market Share Expansion in Southern California by a Decade or More Top 10 Market Share in Southern California¹ Superior Market Demographics % of Franchise Deposits ($M) Company Rank 7.5 180,813 JPMorgan Chase & Co. 1 7.6 145,994 Bank of America Corp. 2 9.8 134,158 Wells Fargo & Co. 3 5.6² 53,062 Royal Bank of Canada 4 9.5 49,629 U.S. Bancorp 5 72.0 43,190 East West Bancorp Inc. 6 3.3 42,656 Citigroup Inc. 7 92.2 17,843 Axos Financial Inc. 8 61.6 17,743 Banc of California Inc. 9 26.1 14,644 Pro Forma 10 92.4 13,509 Pacific Premier 12 2.7 1,135 Columbia 51 Median Household Income ($) GDP per Capita ($) 8 Note: Deposit market share and financial data as of June 30, 2024; Pro forma metrics shown for illustrative purposes; Market demographics and gross domestic product data as of most recently reported metrics from the U.S. Census and U.S. Bureau of Economic Analysis Source: S&P Capital IQ Pro, FDIC, U.S. Census, U.S. Bureau of Economic Analysis&ROXPELD 3DFLILF3UHPLHU 3UR)RUPD 1DWLRQDO$YHUDJH . . . .&ROXPELD 3DFLILF3UHPLHU 3UR)RUPD 1DWLRQDO$YHUDJH

 

Increases Density Throughout Our Footprint Columbia (60) Pacific Premier (44) Columbia ( 7) Pacific Premier (4) Columbia (229) Pacific Premier (10) Improves Competitive Position in California Enhances Density in the Northwest Accelerates Growth in Expansion Markets 1) Inland Empire defined as the Riverside - San Bernadino - Ontario, CA MSA 2) Central Coast defined as the Santa Maria - Santa Barbara, CA and San Luis Obispo - Paso Robles, CA MSAs 3) Excludes specialty finance companies and banks with individual branches that have over $1 billion in deposits in the Salt Lake City MSA 4) Reflects combined deposit market share of the Phoenix - Mesa - Chandler, AZ and Tucson, AZ MSAs Note: Deposits and market share data sourced from the FDIC as of June 30, 2024 and adjusted to a pro forma basis by the FDIC; Pro forma metrics shown for illustrative purposes and exclude purchase accounting adjustments Sour c e: FDIC, S&P Capital IQ Pro CA NV UT AZ WA ID OR MT NV AZ UT CO WY NM CA Market Share % Deposits ($M) Pro Forma COLB Pro Forma COLB Market Total MSA 1.57 0.16 $10,448 $1,045 $666,836 Los Angeles 0.57 0.03 690 34 121,655 San Diego 2.08 – 1,602 – 77,183 Inland Empire¹ 8.13 0.25 2,493 56 22,743 Central Coast² Market Share % Deposits ($M) Pro Forma COLB Pro Forma COLB Market Total MSA 5.49 5.17 $7,597 $7,154 $138,475 Seattle 8.89 8.61 5,499 5,328 61,865 Portland 1.33 1.33 220 220 16,560 Boise 29.40 29.40 3,860 3,860 13,128 Spokane Market Share % Deposits ($M) Pro Forma COLB Pro Forma COLB Market Total MSA 0.28 <0.10 $523 $47 $188,059 Phoenix / Tucson ⁴ Additional branch locations expected 111,173 Denver 0.11 – 99 – 89,653 Las Vegas <0.10 <0.10 15 15 53,107 Salt Lake City³ 9

 

Complementary Commercial Lending Franchise Adding New Capabilities x x x Middle Market Banking x x x Small Business Banking x x x Healthcare Banking x x Equipment Leasing & Finance x x x International Banking x x HOA Banking x x Insurance Solutions x x Advanced Treasury Management x x Custodial Trust x x Wealth x x Mortgage Banking x x x Retail Banking x x Escrow and 1031 Exchange HOA Banking ▪ Relationships in 38 states ▪ Over 39k accounts across more than 17k HOAs ▪ Provides $2.6 billion of deposits with a WAIR of 0.80% Custodial Trust ▪ Relationships in all 50 states ▪ Approximately $37 million of fee income generated in 2024 ▪ 31k accounts with an average account size of ~$592k ▪ Operations headquartered in Denver, Colorado Escrow and 1031 Exchange ▪ Provides stable core deposits with 2.15% weighted - average cost in 1 Q25 ▪ Total deposits of $378 million as of March 31, 2025 ▪ Approximately $3 million of fee income generated in 2024 Unique Pacific Premier Capabilities 10 Source: Company documents

 

Combination of Two High - Quality Franchises Allows for Continued Outperformance Versus Peers Net Charge - Offs / Avg. Loans (%) 11 Cost of Total Deposits (%) Columbia Legacy Columbia (Pre - UMPQ )¹ Pacific Premier All U.S. Banks 1) Reflects Columbia Banking System, Inc. financial data for the periods shown prior to January 1, 2023 Note: Columbia financial data prior to the year ended December 31, 2023 reflects Umpqua Holdings Corporation financials; All U.S. Banks financials reflect bank - level industry aggregates for nationwide banks compiled using the FDIC’s BankFind Suite tool and Statistics at a Glance Source: S&P Capital IQ Pro, FDIC Columbia Legacy Columbia (Pre - UMPQ )¹ Pacific Premier All U.S. Banks4 4 4 4 4 4 4 4 4 4 4 4 4 4

 

Seasoned Acquirors with Significant, Successful Acquisition and Integration Experience * Denotes FDIC - assisted transaction Note: Includes transactions announced since January 1, 2010 involving Columbia Banking System, Inc., Columbia State Bank, Pac ifi c Premier Bancorp, Inc. and Pacific Premier Bank Source: S&P Capital IQ Pro Total Assets ($M) Completion Date Acquired Institution $31,848.6 2/28/2023 Umpqua Holdings Corporation 1,917.2 10/1/2021 Bank of Commerce Holdings 2,546.6 11/1/2017 Pacific Continental Corporation 920.2 11/1/2014 Intermountain Community Bancorp 2,488.2 4/1/2013 West Coast Bancorp 548.6 8/5/2011 Bank of Whitman* 173.5 5/27/2011 First Heritage Bank* 142.7 5/20/2011 Summit Bank* 373.2 1/29/2010 American Marine Bank* 947.3 1/22/2010 Columbia River Bank* Total Assets ($M) Completion Date Acquired Institution $8,383.2 5/31/2020 Opus Bank 3,104.9 7/1/2018 Grandpoint Capital, Inc. 1,288.1 11/1/2017 Plaza Bancorp 2,028.5 4/1/2017 Heritage Oaks Bancorp 713.7 1/29/2016 Security California Bancorp 423.2 1/26/2015 Independence Bank 210.9 6/24/2013 San Diego Trust Bank 375.7 3/15/2013 First Associations Bank 129.6 4/27/2012 Palm Desert National Bank* 216.2 2/11/2011 Canyon National Bank* Significant M&A experience. The combined Columbia and Pacific Premier teams have completed and successfully integrated 20 tra nsa ctions since 2010. 12

 

A Shared Commitment to Impact: Supporting Our Communities and Employees Communities ▪ Support local charities through Columbia’s charitable foundation ▪ Community philanthropy efforts & associate volunteering ▪ Responsible business ▪ Promoting financial inclusion Customers ▪ Expanding access to housing ▪ Small business lending ▪ Disaster relief lending ▪ Empowering entrepreneurs ▪ Increasing financial literacy Employees ▪ Developing talent ▪ Fostering an engaging work environment ▪ Enabling associate growth ▪ Prioritizing associate well - being $8.4B¹+ CRA Qualified Investments $1.9B+ CRA Qualified Lending 51,000² Families Served $17.2M² Earned Income Tax Credits $11.8M² Tax Preparation Fees Saved $1.9B+³ SBA Loans & Grants 1,330+ Small Business Workshops $1.7B+ Affordable Housing Loans & Awards 1,360+ Affordable Housing Units Created 42,000+ Volunteer Hours >1,900 Organizations Supported $11.2M+ Charitable Donations >2,100 Associates Volunteering ~$3.0B Disaster Relief Loans ~1,500 Financial Education Volunteer Hours 24,000+ Individuals Reached 165 Associates Sponsored at the Pacific Coast Banking School 29% Charitable Budget Dedicated to Financial Education 89% Participation in Gallup Employee Engagement Survey CRA Rating: Satisfactory CRA Rating: Outstanding Key Impact Areas 13 1) Includes $8.1 billion committed by Columbia over a five - year period under its Community Benefits Agreement 2) Information reflects Pacific Premier’s participation in the VITA Tax Program, delivered through nonprofit partners funded by Pacific Premier 3) Excludes Community Reinvestment Act - qualified small business loans Note: Data reflects pro forma institution for the calendar year ended December 31, 2023, unless otherwise stated Source: Company documents

 

1) Assumes 12.5 x terminal value multiple applied to pro forma LTM noninterest expense, less amortization of intangibles, at 30% cost savings wi th a 25 % tax rate, less approximately $ 146 million of after - tax one - time transaction costs 2) Peer group includes nationwide major exchange - traded banks with total assets between $50 billion and $100 billion as of March 31, 2025 3) Reflects Columbia’s Price / 2022E EPS premium compared to the NASDAQ Bank Index’s Price / Forward Earnings as of October 11, 202 1 Note: Market data as of April 22 , 2025; Source: S&P Capital IQ Pro Illustrative Valuation Upside Columbia – Pro Forma Trading Analysis (2026) Opportunity to Regain Columbia’s Historical Premium Valuation Value of cost synergies represent a 14% increase over the combined valuations of Columbia and Pacific Premier Cost Savings and Expected Multiple Expansion ($M) &XUUHQW3ULFH 0DLQWDLQ &ROXPELD3 ( &ROXPELD7UDGHV DW3HHU ð 3 ( 3UR)RUPD 3ULFH 14 &ROXPELD 0DUNHW&DS 3DFLILF3UHPLHU 0DUNHW&DS &RPELQHG 0DUNHW&DS 139RI 6\QHUJLHV 3UR)RUPD(TXLW\ 9DOXH (TXLW\9DOXH &RQWULEXWLRQ $0.9B in NPV¹ created by the merger will be shared by Columbia and Pacific Premier Shareholders 3UR)RUPD 3ULFH &ROXPELD V3UH 8PSTXD 3UHPLXPWR,QGXVWU\ ñ 3RWHQWLDO 3UR)RUPD3ULFH

 

Implied Valuation vs. West Coast Banks¹: 2026E ROATCE vs. Price / Tangible Book Value 2026E ROATCE: 19.5% Implied Price / TBV: 1.71x TCE at Close: $5,278M Implied Equity Value: $9,027M Implied Share Price: $30.24 Implied Upside to COLB Stock Price: +32.8% Illustrative Combined Company 15 :$/ (:%& %$1& :$)' $; &$7< +23( %$15 &9%) =,21 [ [ [ [ [ [ [ [ 3ULFH 7%9 (52$7&( Transaction improves implied valuation R 2 = 47% 1) West Coast Banks defined as major exchange - traded banks headquartered in Arizona, California, Colorado, Idaho, Nevada, Oregon, U tah and Washington with total assets between $15 billion and $100 billion; Excludes banks without operations in California Note: Financial data as of the most recently reported quarter; Market data as of April 22, 2025 Source: S&P Capital IQ Pro

 

Award Winning Corporate Cultures 16

 

Appendix

 

Key Pro Forma Financial Assumptions ▪ $449 million write - down on Pacific Premier’s gross loans, or 3.6 % of its projected gross loans at closing (accreted over remaining life of loans) ▪ $327 million write - down of held - to - maturity securities (accreted over remaining life of securities) ▪ $ 91 million write - down of available - for - sale securities (no impact to tangible common equity at close, accreted over remaining life of securities) ▪ $25 million reversal of existing mark on Pacific Premier acquired loans (reversal of associated accretion over remaining life of acquired loans) ▪ $ 12 million write - up to fixed assets (depreciated over the remaining life of those assets) ▪ $11 million write - up of time deposits (amortized over the remaining life of time deposits) ▪ Estimated $127 million of full run - rate cost savings, or 30% of Pacific Premier’s noninterest expense ▪ Cost savings realization expected to be 75% in 2026 and 100% thereafter ▪ Significant revenue enhancements expected, but not included in announced financial metrics ▪ $146 million after - tax, 100% realized at or prior to closing for illustrative purposes ▪ $ 96 million pre - tax write - down, or 0.8 % of Pacific Premier’s projected gross loans at closing (equal to 3.5x non - performing loans¹) ▪ Core deposit intangible of 3.3 % of Pacific Premier’s core deposits (amortized over 10 years using sum - of - years digits) ▪ Pacific Premier to call its $275 million of outstanding subordinated debt prior to transaction closing Synergies One - Time Costs Fair Value and Interest Rate Marks (Pre - Tax) Credit Marks / CECL Impact CDI Other Assumptions ▪ Consensus earnings estimates for Columbia and Pacific Premier Standalone Earnings 18 ▪ $48 million, or 50% of the total gross credit mark, allocated to purchase credit deteriorated (“PCD”) loans ▪ $ 48 million, or 50% of the total gross credit mark , allocated to non - P CD loans (accreted into earnings over remaining life of loans ) ▪ Day two CECL reserve of $48 million, equal to the mark on non - PCD loans 1) Reflects Pacific Premier’s non - performing loans as of March 31, 2025

 

Goodwill Reconciliation Tangible Book Value per Share Reconciliation Pro Forma Adjustments Summary Dollar values in millions, except per share amounts $19.14 Columbia TBV per Share at Closing $5,430 2,033 (2) (146) 7,315 Columbia Common Equity at Closing Deal Value Pacific Premier Unamortized Subordinated Debt Offering Expenses Transaction Expenses Pro Forma Common Equity at Closing 1,408 177 416 2,001 Columbia Intangible Assets at Closing Goodwill Generated CDI Generated Pro Forma Intangibles at Closing (36) Net Impact of CECL Reserve on Acquired Loans $5,278 Pro Forma Tangible Common Equity at Closing 210,112,415 88,368,619 Columbia Common Shares Outstanding at Closing Shares Issued to Pacific Premier 298,481,034 Pro Forma Common Shares Outstanding $17.68 Pro Forma Tangible Book Value per Share Dollar values in millions, except per share amounts $2,033 Deal Value $2,970 (924) 6 Pacific Premier Common Equity at Closing Existing Intangibles DTL Related to Intangibles Purchase Accounting Adjustments 1 ($327) (544) 168 25 12 (666) 166 (11) (11) 3 HTM Investment Securities Gross Loans Loan Loss Reserve Reversal Acquired Loan Mark Reversal Fixed Assets Total Purchase Accounting Adjustments: Assets Deferred Tax Asset / (Liability) Time Deposits Total Purchase Accounting Adjustments: Liabilities Deferred Tax Asset / (Liability) $1,544 Pacific Premier Adjusted Tangible Equity at Closing $489 Implied Premium Premium Allocation $416 (104) Core Deposit Intangible Deferred Tax Asset / (Liability) $312 Net CDI Allocation $177 Goodwill Allocation 1) Positive numbers are benefits to equity; negative numbers are detriments to equity ​ 19

 

2027E Earnings per Share Reconciliation 2026E Earnings per Share Reconciliation Pro Forma Adjustments Summary (Continued) Dollar values in millions, except per share amounts 2026E Earnings per Share Reconciliation $600 150 Columbia Net Income (Median Consensus Estimate) Pacific Premier Net Income (Median Consensus Estimate) After - Tax Transaction Adjustments $69 184 15 (57) (2) Cost Savings (75% Realization) Accretion from Interest Rate Marks Accretion from Non - PCD Credit Mark New Intangible Amortization Other Adjustments $961 Columbia Pro Forma Net Income $3.24 Columbia 2026E Pro Forma EPS $2.85 Columbia Standalone EPS $0.39 2026E EPS Accretion to Columbia ($) 14% 2026E EPS Accretion to Columbia (%) Dollar values in millions, except per share amounts 2027E Earnings per Share Reconciliation $630 176 Columbia Net Income (Median Consensus Estimate) Pacific Premier Net Income (Median Consensus Estimate) After - Tax Transaction Adjustments $96 135 11 (51) 1 Cost Savings (100% Realization) Accretion from Interest Rate Marks Accretion from Non - PCD Credit Mark New Intangible Amortization Other Adjustments $999 Columbia Pro Forma Net Income $3.44 Columbia 2027E Pro Forma EPS $3.00 Columbia Standalone EPS $0.44 2027E EPS Accretion to Columbia ($) 15% 2027E EPS Accretion to Columbia (%) 20

 

Diversified Pro Forma Loan Portfolio 1Q 2025 Loan Portfolio Composition 1) Combined composition excludes purchase accounting adjustments 2) “Retail” loan category includes mortgage, home equity lines of credit and consumer 3) Columbia’s “ FinPac ” loan category includes leases and equipment finance loans 4) Pacific Premier’s “Other” loan category includes SBA and Quick Service Restaurant (“QSR”) franchise loans Note: Financial data as of March 31, 2025; Totals may not sum due to rounding 21 Combined¹ 83% Business / 17% Retail 1Q 2025 Yield on Loans: 5.72% $49.7B Total C&I 20% OO CRE 15% Non - OO CRE 17% Multifamily 22% Retail² 17% C&D 5% FinPac³ 3% Other⁴ 1% 98% Business / 2% Retail 1Q 2025 Yield on Loans: 5.03% C&I 13% OO CRE 16% Non - OO CRE 18% Multifamily 44% Retail² 2% C&D 3% Other⁴ 4% $12.0B Total 78% Business / 22% Retail 1Q 2025 Yield on Loans: 5.94% C&I 22% OO CRE 14% Non - OO CRE 16% Multifamily 16% Retail² 22% C&D 6% FinPac³ 4% $37.6B Total

 

Combined Deposit Base Demonstrates Shared Approach to Relationship Banking 22 1Q 2025 Deposit Portfolio Composition Combined¹ Non - IB Demand 32% IB Demand 20% Savings & MMDA 34% Time 8% Brokered 6% $56.9B Total $14.7B Total $42.2B Total 1) Combined composition excludes purchase accounting adjustments 2) Core deposits defined as total deposits less time deposits greater than $250,000 and all brokered deposits Note: Financial data as of March 31, 2025 91 % Core 2 / 9% Non - Core 1Q 2025 Cost of Deposits: 1.70% 93% Core 2 / 7% Non - Core 1Q 2025 Cost of Deposits: 1.65% 90% Core 2 / 10% Non - Core 1Q 2025 Cost of Deposits: 1.72% Non - IB Demand 32% IB Demand 20% Savings & MMDA 34% Time 7% Brokered 7% Non - IB Demand 33% IB Demand 19% Savings & MMDA 34% Time 12% Brokered 2%

 

1) Amounts and percentages are approximate Income Producing ▪ Commercial Banking ▪ Consumer Banking ▪ Custodial Trust & Escrow ▪ HOA Banking ▪ ALCO & Funding Strategy ▪ Credit & Underwriting Back Office ▪ Finance & Accounting ▪ Human Resources ▪ Legal, Regulatory & Compliance ▪ Operations & Risk Management ▪ Tax & Audit ▪ Technology & Cybersecurity ▪ Columbia and Pacific Premier management have significant acquisition and integration experience, having successfully completed 20 bank M&A transactions since 2010 ▪ Experienced team will leverage knowledge from past deals to meticulously plan and execute the integration of core systems for a seamless customer experience ▪ Management’s open communication and transparency with associates fosters trust and collaboration, helping to ensure a shared vision for the expanded franchise is realized ▪ Comprehensive process led by Columbia’s executive management and senior leadership ▪ Extensive credit diligence performed, including thorough loan file review to assess risk appetite, underwriting practices, loan administration and risk rating accuracy ▪ Ensured cultural alignment in management teams’ operating philosophy ▪ Every line of business and support service area was responsible for conducting diligence on their counterpart ▪ Detailed review of both companies’ cost structures and expected synergies Due Diligence By the Numbers Disciplined & Experienced in M&A Thorough Due Diligence Process Due Diligence Focal Areas 60%+ Total loan portfolio reviewed Columbia Banking System Diligence Summary¹ 23 60%+ CRE loan portfolio reviewed ~1,200 Individual loans reviewed ~$8B Balance of loan portfolio reviewed Comprehensive Due Diligence Review Executed by Seasoned M&A Teams