As filed with the Securities and Exchange Commission on May 4, 2026
Securities Act File No. 333-290451
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
| THE SECURITIES ACT OF 1933 | ||||
| Pre-Effective Amendment No. | ☐ | |||
| Post-Effective Amendment No. 1 | ☒ |
COLUMBIA ETF TRUST I
(Exact Name of Registrant as Specified in Charter)
290 Congress Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 345-6611
| Michael G. Clarke c/o Columbia Management Investment Advisers, LLC 290 Congress Street Boston, Massachusetts 02210 |
Ryan C. Larrenaga, Esq. c/o Columbia Management Investment Advisers, LLC 290 Congress Street Boston, Massachusetts 02210 |
(Name and Address of Agents for Service)
It is proposed that this filing will become effective immediately, pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”).
No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
This Post-Effective Amendment No. 1 (“Amendment”) to the Registrant’s Registration Statement on Form N-14 (File No. 333-290451) (the “Registration Statement”) relates solely to Columbia Core Bond ETF and Columbia Large Cap Growth ETF, each a series of the Registrant. Information contained in the Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.
EXPLANATORY NOTE
The purpose of this Amendment is to file as an exhibit to the Registration Statement, the opinions of Ropes & Gray LLP supporting the tax matters and consequences to shareholders in connection with the reorganization of Columbia Bond Fund, a series of Columbia Funds Series Trust I, with and into Columbia Core Bond ETF, a series of the Registrant, and Columbia Integrated Large Cap Growth Fund, a series of Columbia Funds Series Trust II, with and into Columbia Large Cap Growth ETF, a series of the Registrant, as required by Item 16(12) of Form N-14. Accordingly, this Amendment consists only of a facing page, this explanatory note, and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. The Registrant hereby incorporates by reference the Combined Information Statement/Prospectus and Statement of Additional Information filed as Parts A and B, respectively, to the Registrant’s Form N-14 filed on September 22, 2025 (File No. 333-290451) and subsequently filed in definitive form pursuant to Rule 497 on October 24, 2025 (SEC Accession No. 0001193125-25-250210).
COLUMBIA ETF TRUST I
PART C
OTHER INFORMATION
PART C. OTHER INFORMATION
Item 15. - Indemnification
Article Five of the Bylaws of Registrant provides that Registrant shall indemnify each of its trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) who are not employees or officers of any investment adviser to Registrant or any affiliated person thereof and its chief compliance officer, regardless of whether such person is an employee or officer of any investment adviser to Registrant or any affiliated person thereof, and each of its other trustees and officers (including persons who serve at Registrant’s request as directors, officers or trustees of another organization in which Registrant has any interest as a shareholder, creditor or otherwise) (i.e., those who are employees or officers of any investment adviser to Registrant or any affiliated person thereof) (Covered Persons) to the fullest extent authorized by applicable law against all liabilities and expenses in connection with the defense or disposition of any proceeding in which such Covered Person may be or may have been involved or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a trustee or officer or by reason of his or her being or having been such a Covered Person, all as more fully set forth in the Registrant’s Bylaws, which have been filed as an exhibit to this registration statement.
Section 17(h) of the Investment Company Act of 1940 (the 1940 Act) provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
The Registrant’s Declaration of Trust provides that nothing in the Declaration of Trust shall protect any trustee or officer against any liabilities to the Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or position with or on behalf of the Registrant and the Registrant’s Bylaws provides that no indemnification will be made in violation of the provisions of the 1940 Act.
The Registrant may be party to other contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.
The trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers, LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any error, omission, or breach of any duty owed to Registrant or any series of Registrant by Columbia Management Investment Advisers, LLC.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in the Securities Act and, therefore, is unenforceable.
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
EXHIBIT INDEX
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, COLUMBIA ETF TRUST I, by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 4th day of May, 2026.
| COLUMBIA ETF TRUST I | ||
| By: | /s/ Michael G. Clarke | |
| Name: | Michael G. Clarke | |
| Title: | President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 4th day of May, 2026.
| Signature | Capacity | Signature | Capacity | |||||
| /s/ Michael G. Clarke |
President (Principal Executive Officer) |
/s/ Douglas A. Hacker* |
Trustee | |||||
| Michael G. Clarke | Douglas A. Hacker | |||||||
| /s/ Charles Chiesa |
Chief Financial Officer and Principal Financial Officer |
|
Trustee | |||||
| Charles Chiesa | Amrit Kanwal | |||||||
| /s/ Marybeth Pilat Marybeth Pilat |
Treasurer, Chief Accounting Officer (Principal Accounting Officer) | /s/ Ryan C. Larrenaga Ryan C. Larrenaga |
Trustee | |||||
| /s/ Pamela G. Carlton* |
Chair of the Board | /s/ Nancy T. Lukitsh* |
Trustee | |||||
| Pamela G. Carlton | Nancy T. Lukitsh | |||||||
| /s/ George S. Batejan* |
Trustee | /s/ Jeninne C. McGee* |
Trustee | |||||
| George S. Batejan | Jeninne C. McGee | |||||||
| /s/ Kathleen A. Blatz* |
Trustee | /s/ David M. Moffett* |
Trustee | |||||
| Kathleen A. Blatz | David M. Moffett | |||||||
| /s/ Janet Langford Carrig* |
Trustee | /s/ Catherine James Paglia* |
Trustee | |||||
| Janet Langford Carrig | Catherine James Paglia | |||||||
| /s/ J. Kevin Connaughton* |
Trustee | /s/ Natalie A. Trunow* |
Trustee | |||||
| J. Kevin Connaughton | Natalie A. Trunow | |||||||
| /s/ Olive M. Darragh* |
Trustee | /s/ Sandra L. Yeager* |
Trustee | |||||
| Olive M. Darragh | Sandra L. Yeager | |||||||
| /s/ Brian J. Gallagher* |
Trustee | |||||||
| Brian J. Gallagher | ||||||||
| * By: | /s/ Ryan C. Larrenaga | |
| Name: | Ryan C. Larrenaga** | |
| Attorney-in-fact |
| ** | Executed by Ryan C. Larrenaga on behalf of each applicable Trustee pursuant to a Power of Attorney filed with the Registration Statement of the Registrant on Form N-14 on September 22, 2025. |
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|
ROPES & GRAY LLP | |
| PRUDENTIAL TOWER | ||
| 800 BOYLSTON STREET | ||
| BOSTON, MA 02199-3600 | ||
| WWW.ROPESGRAY.COM |
March 16, 2026
Columbia Bond Fund
Columbia Funds Series Trust I
290 Congress Street
Boston, MA 02210
Columbia Core Bond ETF
Columbia ETF Trust I
290 Congress Street
Boston, MA 02210
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated September 18, 2025, by and among (i) Columbia ETF Trust I, a Massachusetts business trust (“Acquiring Trust”), on behalf of one of its series, Columbia Core Bond ETF (“Acquiring Fund”), (ii) Columbia Funds Series Trust I, a Massachusetts business trust (“Acquired Trust”), on behalf of one of its series, Columbia Bond Fund (“Acquired Fund”), and (iii) for purposes of paragraphs 5.3, 7.3, 10.2 and 13.2 of the Agreement only, Columbia Management Investment Advisers, LLC (“Columbia”). The Agreement describes a proposed transaction (the “Reorganization”) to occur as of the date of this letter, pursuant to which Acquiring Fund will acquire all of the assets of Acquired Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and cash in lieu of fractional Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund following which the Acquiring Fund Shares and cash in lieu of fractional Acquiring Fund Shares received by Acquired Fund will be distributed by Acquired Fund to its stockholders in liquidation and termination of Acquired Fund. This opinion as to certain U.S. federal income tax consequences of the Reorganization is furnished to you pursuant to Section 9.4 of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement.
Acquired Fund is a series of Acquired Trust, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. Shares of Acquired Fund are redeemable at net asset value at each stockholder’s option. Acquired Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”).
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March 16, 2026 |
Acquiring Fund is a series of Acquiring Trust, which is registered under the 1940 Act as an open-end management investment company. Acquiring Fund operates as an exchange-traded fund; shares of Acquiring Fund are redeemable at net asset value only by authorized participants transacting in creation units and are traded on a national securities exchange.
For purposes of this opinion, we have considered the Agreement, the Combined Information Statement/Prospectus dated October 22, 2025, and such other items as we have deemed necessary to render this opinion. In addition, each of Acquired Fund and Acquiring Fund has provided us with a letter dated as of the date hereof (collectively, the “Representation Letters”) representing as to certain facts, occurrences and information upon which each of Acquired Fund and Acquiring Fund has indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above).
In reviewing the foregoing materials, we have assumed, with your permission, the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents. We have further assumed that (i) all parties to the Agreement and any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents, and that the Reorganization will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions; and (ii) all representations contained in the Agreement, as well as those representations contained in the Representation Letters, are true and complete.
Based on and subject to the foregoing and subject to the final paragraph hereof, we are of the opinion that, for U.S. federal income tax purposes:
| (i) | The Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code; |
| (ii) | Under Sections 361 and 357(a) of the Code, Acquired Fund will not recognize gain or loss upon the transfer of Acquired Fund’s assets to Acquiring Fund in exchange for Acquiring Fund Shares (and cash in lieu of fractional Acquiring Fund Shares) and the assumption by Acquiring Fund of all the liabilities of Acquired Fund, or upon the distribution of Acquiring Fund Shares and cash, as applicable, by Acquired Fund to its stockholders in liquidation; |
| (iii) | Under Section 354 of the Code, Acquired Fund stockholders will not recognize any gain or loss upon the exchange of their Acquired Fund shares for Acquiring Fund Shares (except with respect to cash received by Acquired Fund shareholders in lieu of fractional Acquiring Fund Shares) in the Reorganization; |
| (iv) | Under Section 358 of the Code, the aggregate tax basis of Acquiring Fund Shares an Acquired Fund stockholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor; |
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March 16, 2026 |
| (v) | Under Section 1223(1) of the Code, an Acquired Fund stockholder’s holding period for the Acquiring Fund Shares received in the Reorganization will be determined by including the period during which such stockholder held or is treated for federal income tax purposes as having held the Acquired Fund shares exchanged therefor, provided that the stockholder held those Acquired Fund shares as capital assets; |
| (vi) | Under Section 1032 of the Code, Acquiring Fund will not recognize gain or loss upon the receipt of the assets of Acquired Fund in exchange for Acquiring Fund Shares (and cash in lieu of fractional Acquiring Fund Shares) and the assumption by Acquiring Fund of all the liabilities of Acquired Fund; |
| (vii) | Under Section 362(b) of the Code, Acquiring Fund’s tax basis in the assets of Acquired Fund transferred to Acquiring Fund in the Reorganization will be the same as Acquired Fund’s tax basis immediately prior to the transfer; |
| (viii) | Under Section 1223(2) of the Code, the holding period in the hands of Acquiring Fund of each Acquired Fund asset transferred to Acquiring Fund in the Reorganization will include the period during which such asset was held or treated for federal income tax purposes as held by Acquired Fund; and |
| (ix) | Acquiring Fund will succeed to and take into account the items of Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. |
No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above. Our opinion is based on the Code, Treasury Regulations, IRS rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above.
| Very truly yours, |
| /s/ Ropes & Gray LLP |
| Ropes & Gray LLP |
|
ROPES & GRAY LLP | |
| PRUDENTIAL TOWER | ||
| 800 BOYLSTON STREET | ||
| BOSTON, MA 02199-3600 | ||
| WWW.ROPESGRAY.COM |
March 16, 2026
Columbia Integrated Large Cap Growth Fund
Columbia Funds Series Trust II
290 Congress Street
Boston, MA 02210
Columbia Large Cap Growth ETF
Columbia ETF Trust I
290 Congress Street
Boston, MA 02210
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated September 18, 2025, by and among (i) Columbia ETF Trust I, a Massachusetts business trust (“Acquiring Trust”), on behalf of one of its series, Columbia Large Cap Growth ETF (“Acquiring Fund”), (ii) Columbia Funds Series Trust II, a Massachusetts business trust (“Acquired Trust”), on behalf of one of its series, Columbia Integrated Large Cap Growth Fund (“Acquired Fund”), and (iii) for purposes of paragraphs 5.3, 7.3, 10.2 and 13.2 of the Agreement only, Columbia Management Investment Advisers, LLC (“Columbia”). The Agreement describes a proposed transaction (the “Reorganization”) to occur as of the date of this letter, pursuant to which Acquiring Fund will acquire all of the assets of Acquired Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and cash in lieu of fractional Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund following which the Acquiring Fund Shares and cash in lieu of fractional Acquiring Fund Shares received by Acquired Fund will be distributed by Acquired Fund to its stockholders in liquidation and termination of Acquired Fund. This opinion as to certain U.S. federal income tax consequences of the Reorganization is furnished to you pursuant to Section 9.4 of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement.
Acquired Fund is a series of Acquired Trust, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. Shares of Acquired Fund are redeemable at net asset value at each stockholder’s option. Acquired Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”).
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March 16, 2026 |
Acquiring Fund is a series of Acquiring Trust, which is registered under the 1940 Act as an open-end management investment company. Acquiring Fund operates as an exchange-traded fund; shares of Acquiring Fund are redeemable at net asset value only by authorized participants transacting in creation units and are traded on a national securities exchange.
For purposes of this opinion, we have considered the Agreement, the Combined Information Statement/Prospectus dated October 22, 2025, and such other items as we have deemed necessary to render this opinion. In addition, each of Acquired Fund and Acquiring Fund has provided us with a letter dated as of the date hereof (collectively, the “Representation Letters”) representing as to certain facts, occurrences and information upon which each of Acquired Fund and Acquiring Fund has indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above).
In reviewing the foregoing materials, we have assumed, with your permission, the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents. We have further assumed that (i) all parties to the Agreement and any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents, and that the Reorganization will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions; and (ii) all representations contained in the Agreement, as well as those representations contained in the Representation Letters, are true and complete.
Based on and subject to the foregoing and subject to the final paragraph hereof, we are of the opinion that, for U.S. federal income tax purposes:
| (i) | The Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code; |
| (ii) | Under Sections 361 and 357(a) of the Code, Acquired Fund will not recognize gain or loss upon the transfer of Acquired Fund’s assets to Acquiring Fund in exchange for Acquiring Fund Shares (and cash in lieu of fractional Acquiring Fund Shares) and the assumption by Acquiring Fund of all the liabilities of Acquired Fund, or upon the distribution of Acquiring Fund Shares and cash, as applicable, by Acquired Fund to its stockholders in liquidation; |
| (iii) | Under Section 354 of the Code, Acquired Fund stockholders will not recognize any gain or loss upon the exchange of their Acquired Fund shares for Acquiring Fund Shares (except with respect to cash received by Acquired Fund shareholders in lieu of fractional Acquiring Fund Shares) in the Reorganization; |
| (iv) | Under Section 358 of the Code, the aggregate tax basis of Acquiring Fund Shares an Acquired Fund stockholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor; |
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March 16, 2026 |
| (v) | Under Section 1223(1) of the Code, an Acquired Fund stockholder’s holding period for the Acquiring Fund Shares received in the Reorganization will be determined by including the period during which such stockholder held or is treated for federal income tax purposes as having held the Acquired Fund shares exchanged therefor, provided that the stockholder held those Acquired Fund shares as capital assets; |
| (vi) | Under Section 1032 of the Code, Acquiring Fund will not recognize gain or loss upon the receipt of the assets of Acquired Fund in exchange for Acquiring Fund Shares (and cash in lieu of fractional Acquiring Fund Shares) and the assumption by Acquiring Fund of all the liabilities of Acquired Fund; |
| (vii) | Under Section 362(b) of the Code, Acquiring Fund’s tax basis in the assets of Acquired Fund transferred to Acquiring Fund in the Reorganization will be the same as Acquired Fund’s tax basis immediately prior to the transfer; |
| (viii) | Under Section 1223(2) of the Code, the holding period in the hands of Acquiring Fund of each Acquired Fund asset transferred to Acquiring Fund in the Reorganization will include the period during which such asset was held or treated for federal income tax purposes as held by Acquired Fund; and |
| (ix) | Acquiring Fund will succeed to and take into account the items of Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. |
No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above. Our opinion is based on the Code, Treasury Regulations, IRS rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above.
| Very truly yours, |
| /s/ Ropes & Gray LLP |
| Ropes & Gray LLP |