Junior and Other Subordinated Debentures

12 Months Ended

Dec. 31, 2024

Junior and Other Subordinated Debentures

Following is information about the Company's wholly-owned Trusts as of December 31, 2024:


(dollars in thousands)
Trust Name	Issue Date	Issued Amount		Carrying Value (1)		Rate (2)	Effective Rate (3)		Maturity Date
AT FAIR VALUE:
Umpqua Statutory Trust II	October 2002	$	20,619	$	19,942	Floating rate, SOFR + 0.26161% plus 3.35%, adjusted quarterly	8.48	%	October 2032
Umpqua Statutory Trust III	October 2002	30,928		30,030		Floating rate, SOFR + 0.26161% plus 3.45%, adjusted quarterly	8.48	%	November 2032
Umpqua Statutory Trust IV	December 2003	10,310		9,638		Floating rate, SOFR + 0.26161% plus 2.85%, adjusted quarterly	8.31	%	January 2034
Umpqua Statutory Trust V	December 2003	10,310		9,480		Floating rate, SOFR + 0.26161% plus 2.85%, adjusted quarterly	8.11	%	March 2034
Umpqua Master Trust I	August 2007	41,238		32,370		Floating rate, SOFR + 0.26161% plus 1.35%, adjusted quarterly	7.61	%	September 2037
Umpqua Master Trust IB	September 2007	20,619		18,408		Floating rate, SOFR + 0.26161% plus 2.75%, adjusted quarterly	8.26	%	December 2037
Sterling Capital Trust III	April 2003	14,433		13,905		Floating rate, SOFR + 0.26161% plus 3.25%, adjusted quarterly	8.39	%	April 2033
Sterling Capital Trust IV	May 2003	10,310		9,788		Floating rate, SOFR + 0.26161% plus 3.15%, adjusted quarterly	8.36	%	May 2033
Sterling Capital Statutory Trust V	May 2003	20,619		19,559		Floating rate, SOFR + 0.26161% plus 3.25%, adjusted quarterly	8.26	%	June 2033
Sterling Capital Trust VI	June 2003	10,310		9,703		Floating rate, SOFR + 0.26161% plus 3.20%, adjusted quarterly	8.31	%	September 2033
Sterling Capital Trust VII	June 2006	56,702		45,972		Floating rate, SOFR + 0.26161% plus 1.53%, adjusted quarterly	7.58	%	June 2036
Sterling Capital Trust VIII	September 2006	51,547		41,928		Floating rate, SOFR + 0.26161% plus 1.63%, adjusted quarterly	7.68	%	December 2036
Sterling Capital Trust IX	July 2007	46,392		37,143		Floating rate, SOFR + 0.26161% plus 1.40%, adjusted quarterly	7.81	%	October 2037
Lynnwood Financial Statutory Trust I	March 2003	9,279		8,736		Floating rate, SOFR + 0.26161% plus 3.15%, adjusted quarterly	8.22	%	March 2033
Lynnwood Financial Statutory Trust II	June 2005	10,310		8,660		Floating rate, SOFR + 0.26161% plus 1.80%, adjusted quarterly	7.64	%	June 2035
Klamath First Capital Trust I	July 2001	15,464		15,633		Floating rate, SOFR + 0.42826% plus 3.75%, adjusted semiannually	9.16	%	July 2031
Total junior subordinated debentures, at fair value		379,390		330,895
AT AMORTIZED COST:
Humboldt Bancorp Statutory Trust II	December 2001	10,310		10,681		Floating rate, SOFR + 0.26161% plus 3.60%, adjusted quarterly	7.42	%	December 2031
Humboldt Bancorp Statutory Trust III	September 2003	27,836		28,911		Floating rate, SOFR + 0.26161% plus 2.95%, adjusted quarterly	6.83	%	September 2033
CIB Capital Trust	November 2002	10,310		10,650		Floating rate, SOFR + 0.26161% plus 3.45%, adjusted quarterly	7.56	%	November 2032
Western Sierra Statutory Trust I	July 2001	6,186		6,186		Floating rate, SOFR + 0.26161% plus 3.58%, adjusted quarterly	8.43	%	July 2031
Western Sierra Statutory Trust II	December 2001	10,310		10,310		Floating rate, SOFR + 0.26161% plus 3.60%, adjusted quarterly	8.21	%	December 2031
Western Sierra Statutory Trust III	September 2003	10,310		10,310		Floating rate, SOFR + 0.26161% plus 2.90%, adjusted quarterly	7.82	%	September 2033
Western Sierra Statutory Trust IV	September 2003	10,310		10,310		Floating rate, SOFR + 0.26161% plus 2.90%, adjusted quarterly	7.82	%	September 2033
Bank of Commerce Holdings Trust II	July 2005	10,310		10,310		Floating rate, SOFR + 0.26161% plus 1.58%, adjusted quarterly	6.20	%	September 2035
Total junior subordinated debentures, at amortized cost		95,882		97,668
Total junior subordinated debentures		$	475,272	$	428,563

(1)Includes acquisition accounting adjustments, net of accumulated amortization, for junior subordinated debentures assumed in connection with previous mergers as well as fair value adjustments related to trusts recorded at fair value.

(2)Contractual interest rate of junior subordinated debentures.

(3)Effective interest rate based upon the carrying value as of December 31, 2024.

As of December 31, 2024 and 2023, the Company had $10.0 million in aggregate principal amount of fixed-to-floating rate subordinated debentures. Interest on the subordinated debentures is paid at a variable rate equal to the sum of forward term SOFR, the statutorily prescribed tenor spread adjustment plus 5.26%, payable quarterly until the maturity date of December 10, 2025.

The Company's wholly-owned trusts were formed to issue trust preferred securities and related common securities of the Trusts. The Company has not consolidated the accounts of the Trusts in its consolidated financial statements as they are considered to be variable interest entities for which the Company is not a primary beneficiary. As a result, the junior subordinated debentures issued by the Company to the Trusts are reflected on the Company's Consolidated Balance Sheet as junior subordinated debentures. The Trusts are reflected as junior subordinated debentures, either at fair value or at amortized cost. The common stock issued by the Trusts is recorded in other assets and totaled $14.3 million as of both December 31, 2024 and 2023. As of December 31, 2024, all of the junior subordinated debentures were redeemable at par, at their applicable quarterly or semiannual interest payment dates.

The Company selected the fair value measurement option for junior subordinated debentures originally issued by UHC prior to the Merger (the Umpqua Statutory Trusts) and for junior subordinated debentures acquired by UHC from Sterling Financial Corporation prior to the Merger. The fair value of the junior subordinated debentures increased during the year due to movements in the spot curve and forward rates. A loss of $14.8 million for the year ended December 31, 2024, as compared to a gain of $7.9 million for the year ended December 31, 2023, was recorded in other comprehensive income.