425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 18, 2021

Bank of Commerce Holdings

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation)

000-25135	94-2823865
(Commission File Number)	IRS Employer Identification No.

555 Capitol Mall, Suite 1255
Sacramento, California 95814
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (800) 421-2575

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BOCH	Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 – Other Events

On August 18, 2021, Bank of Commerce Holdings (the “Company”) issued a press release announcing that its board of directors has declared a quarterly cash dividend of $0.06 per share of common stock, payable on September 29, 2021 to shareholders of record as of September 15, 2021.

The press release issued by the Company announcing the cash dividend is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits:

See Exhibit Index below.

EXHIBIT INDEX

Exhibit Description

99.1 Press Release dated August 18, 2021 announcing quarterly cash dividend

104 Cover Page Interactive Data File (formatted as Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 18, 2021
	/s/ James A. Sundquist
	By: James A. Sundquist
	Executive Vice President – Chief Financial Officer

3

EX-99.1

Exhibit 99.1

For Immediate Release:

Bank of Commerce Holdings Announces Third Quarter Cash Dividend of $0.06 per Share

SACRAMENTO, California, August 18, 2021 / GLOBE NEWSWIRE — Bank of Commerce Holdings (NASDAQ: BOCH) (the “Company”), a $1.917 billion asset bank holding company and parent company of Merchants Bank of Commerce (the “Bank”), today announced that the Board of Directors has authorized a cash dividend of $0.06 per share for the 2021 third quarter.

The $0.06 per share quarterly cash dividend will be paid to shareholders of record as of September 15, 2021 and is payable on September 29, 2021.

About Bank of Commerce Holdings

Bank of Commerce Holdings is a bank holding company headquartered in Sacramento, California and is the parent company for Merchants Bank of Commerce. The Bank is an FDIC-insured California banking corporation providing community banking and financial services in northern California along the Interstate 5 corridor from Sacramento to Yreka and in the wine region north of San Francisco. The Bank was incorporated as a California banking corporation on November 25, 1981 and opened for business on October 22, 1982. The Company’s common stock is listed on the NASDAQ Global Market and trades under the symbol “BOCH”. As previously announced, on June 23, 2021, the Company entered into an Agreement and Plan of Merger with Columbia Banking System, Inc. (“Columbia”) with Columbia as the surviving entity. The transaction is expected to close during the fourth quarter of 2021, subject to the satisfaction of customary closing conditions, including regulatory and shareholder approvals.

Contact Information

Randall S. Eslick, President and Chief Executive Officer

Telephone Direct (916) 677-5800

James A. Sundquist, Executive Vice President and Chief Financial Officer

Telephone Direct (916) 677-5825

Andrea M. Newburn, Vice President and Senior Administrative Officer / Corporate Secretary

Telephone Direct (530) 722-3959

Important Information and Where You Can Find It

This press release may be deemed to be solicitation material in respect of the proposed merger transaction between Columbia Banking System, Inc. (“Columbia”), and the Company. In connection with the proposed transaction, Columbia filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (Registration No. 333-258551) to register the shares of Columbia’s common stock to be issued in connection with the proposed transaction. The registration statement includes a prospectus of Columbia and a proxy statement of the Company. The registration statement, as amended, was declared effective by the SEC on August 17, 2021, and the proxy statement/prospectus was first mailed to the shareholders of the Company on or about August 18, 2021. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT COLUMBIA, THE COMPANY AND THE PROPOSED TRANSACTION. Shareholders may obtain a free copy of the registration statement, including the proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Columbia and the Company, without charge, at the SEC’s website (http://www.sec.gov). Shareholders may also obtain these documents, free of charge, from the Company by accessing the Company’s website at www.bankofcommerceholdings.com under the tab “Investor Services” and then under the heading “Corporate Profile” or from Columbia at www.columbiabank.com under the heading “Investor Relations.” Copies can also be obtained, free of charge, by directing a request to Bank of Commerce Holdings, 555 Capitol Mall, Suite 1255, Sacramento, California 95814-4606, ATTN: Corporate Secretary; Telephone (800) 421-2575.

Participants in the Solicitation of Proxies in Connection with Proposed Transaction

The Company, Columbia, and certain of the Company’s directors and executive officers and certain other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding the Company’s directors and executive officers is available in its definitive proxy statement for its 2021 annual shareholders meeting, which was filed with the SEC on April 6, 2021. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, are contained or incorporated by reference in the proxy statement/prospectus. Free copies of these documents may be obtained as described in the preceding paragraph.