Pacific Premier Bancorp SEC Filings

Insider transaction disclosed: This Form 4 shows Sherri V. Scott, Senior Executive Vice President and Chief Corporate Responsibility Officer of Pacific Premier Bancorp, Inc. (PPBI), reported a disposition of 10,253 shares of PPBI common stock on 08/25/2025 at a price of $24.30 per share. After the transaction she beneficially owned 28,813 shares, held directly. The filing explains the sale reflected withholding of shares to pay taxes due upon accelerated vesting of restricted stock that was released in connection with the Agreement and Plan of Merger dated April 23, 2025 among Columbia Banking System, Inc., Pacific Premier Bancorp, Inc. and Balboa Merger Sub, Inc., under which the issuer plans to merge into Columbia on or about September 1, 2025.

Steven R. Gardner, Chairman, President & CEO of Pacific Premier Bancorp, Inc. (PPBI) reported multiple transactions on Form 4 dated 08/25/2025 related to accelerated vesting tied to a merger agreement with Columbia Banking System, Inc.

Gardner acquired 201,505 shares underlying restricted stock units and 17,564 dividend equivalent rights (economic equivalents of common shares), and 156,463 shares were disposed of via tax-withholding at $24.30 per share to satisfy tax liabilities. After these transactions, Gardner directly beneficially owned 268,716 shares and, indirectly through The Gardner Family Trust, 369,641 shares, for a combined reported position of 638,357 shares. The filings state the accelerated vesting and release of stock occurred in connection with the Merger Agreement dated April 23, 2025, under which the issuer plans to merge into Columbia on or about September 1, 2025.

Ronald J. Nicolas Jr., SEVP & CFO of Pacific Premier Bancorp, reported multiple equity transactions tied to the company's pending merger with Columbia Banking System. On 08/25/2025 he was credited with acquisitions totaling 138,759 shares via acceleration and vesting of Restricted Stock Units and related Dividend Equivalent Rights under the Merger Agreement, and separately acquired 96,821 and 33,171 and 33,542 RSUs as listed. On 08/27/2025 he transferred 170,749 directly owned common shares to The Nicolas Living Trust, of which he is Co-Trustee and shares voting and dispositive control. The filings show 306,599 shares beneficially owned following the transactions.

Margaret S. Ohlhaver, Senior Executive Vice President and Chief Human Resources Officer of Pacific Premier Bancorp, reported a transaction dated 08/25/2025 in which 10,798 shares of PPBI common stock were disposed of under transaction code F at a price of $24.30 per share to satisfy tax withholding tied to accelerated vesting of restricted stock. Following that withholding, she reports 23,774 shares beneficially owned. The accelerated vesting and release of the shares were made in connection with the Agreement and Plan of Merger dated April 23, 2025 under which Pacific Premier Bancorp plans to merge into Columbia Banking System, Inc. on or about September 1, 2025.

Pacific Premier Bancorp director and SEVP & Chief Risk Officer Michael S. Karr reported multiple transactions in the issuer's common stock tied to the announced merger with Columbia Banking System, Inc. On 08/25/2025 Mr. Karr had Restricted Stock Units accelerated and fully vested under the Merger Agreement, resulting in acquisitions of underlying shares and dividend equivalent rights. Shares were withheld to satisfy tax withholdings. On 08/27/2025 Mr. Karr transferred 39,216 directly owned shares to The Karr Family Revocable Trust dated February 15, 2005, over which he shares voting and dispositive control. Following transactions, Mr. Karr beneficially owned 127,417 shares indirectly through the Trust.

Pacific Premier Bancorp insider sale tied to merger-related equity vesting. Donn Jakosky, the companys Senior Executive Vice President and Chief Credit Officer, reported disposal of 14,938 shares of PPBI common stock on 08/25/2025 at a price of $24.30 per share. The Form 4 shows the sale was coded F and, in the explanation, represents shares withheld to satisfy tax withholding arising from accelerated vesting of restricted stock.

The filing states the accelerated vesting and release of stock occurred in connection with the Agreement and Plan of Merger dated April 23, 2025, under which Pacific Premier Bancorp plans to merge into Columbia Banking System, Inc. on or about September 1, 2025. After the reported disposition, Jakosky beneficially owned 45,774 shares. The form is signed 08/27/2025.

Insider transactions reported for Pacific Premier Bancorp (PPBI). Steven R. Arnold, identified as General Counsel and Corporate Secretary, reported transactions in PPBI common stock on 08/12/2025. The filing shows an acquisition of 5,000 shares at $21.54 and a disposition of 5,000 shares at $22.54, with reported direct beneficial ownership figures of 56,042 and 51,042 shares respectively after the listed transactions. The form also lists options on PPBI common stock tied to a $21.54 conversion/exercise price for 5,000 underlying shares. Explanatory notes state 28,831 restricted shares are subject to vesting and that the options vest in three equal annual installments beginning 03/09/2017.

Pacific Premier Bancorp, Inc. (PPBI) filed a Form 144 notifying the proposed sale of 5,000 common shares through Fidelity Brokerage Services LLC with an aggregate market value of $112,700.00. The filing lists 96,991,440 shares outstanding and an approximate sale date of 08/12/2025.

The filer reports the shares were acquired on 08/12/2025 pursuant to options originally granted on 03/09/2016 and that payment for the shares will be in cash. The form states there were no sales in the past three months and includes the customary representation that the signer is not aware of undisclosed material adverse information about the issuer.

Transaction and approvals: On August 6, 2025 Pacific Premier Bancorp, Inc. and Columbia Banking System, Inc. announced that all requisite regulatory approvals have been obtained for the previously announced all‑stock transaction in which Columbia will acquire Pacific Premier in a series of mergers pursuant to the Merger Agreement dated April 23, 2025. The Federal Deposit Insurance Corporation approved the bank merger on August 4, 2025 and the Board of Governors of the Federal Reserve System approved the merger on August 5, 2025; the Oregon Department of Consumer and Business Services previously approved the bank merger.

Timing and exhibits: Subject to satisfaction of remaining customary closing conditions in the Merger Agreement, the parties expect to close the Merger on or about August 31, 2025. A joint press release dated August 6, 2025 is attached as Exhibit 99.1 and is incorporated by reference.

Forward‑looking statements: The filing includes a cautionary statement identifying forward‑looking risks expressly stated in the document, including potential delays, termination rights, dilution from Columbia’s issuance of additional shares in connection with the Transaction, integration and execution risks, and other factors referenced in each party’s SEC filings.