[Form 4] Pacific Premier Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

Ayad A. Fargo, a director of Pacific Premier Bancorp, Inc. (PPBI), reported the disposition of all his PPBI common stock on 08/31/2025 in connection with the Agreement and Plan of Merger dated April 23, 2025. At the Effective Time the Issuer merged into Columbia Banking System, Inc., and each PPBI share was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid in lieu of any fractional shares. The Form 4 shows Mr. Fargo disposed of 21,793 shares directly and 308,358 shares indirectly via The Fargo 2009 Rev Trust, leaving 0 shares beneficially owned following the transactions.

Positive

• Merger closed as described: PPBI merged into Columbia Banking System, Inc., completing the transaction dated April 23, 2025
• Clear disclosure of both direct and indirect dispositions and post-transaction ownership showing 0 shares held

Negative

• Reporting person no longer holds PPBI common stock following the merger dispositions
• Substantial indirect holdings disposed via The Fargo 2009 Rev Trust (308,358 shares), indicating full exit from PPBI equity

Insights

Corporate Governance Expert

TL;DR: Director disposed all PPBI holdings due to a completed merger, eliminating his PPBI ownership.

The Form 4 documents an ownership change tied directly to the Merger Agreement with Columbia Banking System. A director-level insider reported both direct and indirect dispositions that reduced beneficial ownership to zero. This is a routine, agreement-driven transfer rather than an opportunistic sale, and the filing properly discloses indirect ownership via The Fargo 2009 Rev Trust. For governance review, confirmations that disclosures align with merger consideration and trust beneficiary changes are relevant.

M&A Specialist

TL;DR: Merger consideration converted PPBI shares into Columbia shares at a 0.9150 exchange ratio; fractional shares addressed in cash.

The filing confirms the merger closed on 08/31/2025 and effectuated an automatic conversion of each PPBI share into 0.9150 Columbia shares, with cash for fractions. The reported dispositions reflect the statutory conversion at the Effective Time rather than open-market transactions. Material for investors: equity positions in PPBI ceased and were replaced by Columbia consideration per the Merger Agreement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fargo Avad Adeeb

(Last) (First) (Middle)

17901 VON KARMAN AVE., SUITE 1200

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PACIFIC PREMIER BANCORP INC [ PPBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
PPBI Common Stock	08/31/2025		D		21,793	D	(1)	0	D
PPBI Common Stock	08/31/2025		D		308,358	D	(1)	0	I	By The Fargo 2009 Rev Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated April 23, 2025, by and among Columbia Banking System, Inc. ("Columbia"), Pacific Premier Bancorp, Inc. (the "Issuer") and Balboa Merger Sub, Inc., pursuant to which the Issuer was merged with and into Columbia on August 31, 2025 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each share of the Issuer's common stock outstanding immediately prior to the Effective Time was converted into the right to receive 0.9150 of a share of Columbia common stock, with cash (without interest) paid in lieu of fractional shares, if applicable.

Remarks:

	/s/ Ayad A. Fargo	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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