Pacific Premier Director Reports 22,862 PPBI Shares Converted in Columbia Merger

Rhea-AI Filing Summary

Insider disposals tied to Merger Agreement: Richard C. Thomas, a director of Pacific Premier Bancorp, reported two disposals on 08/31/2025 that reduced his beneficial ownership of PPBI common stock to 0 shares. The Form 4 shows a direct disposal of 3,801 shares and an indirect disposal of 19,061 shares (held by a trust). The filing explains these disposals occurred in connection with the Agreement and Plan of Merger dated April 23, 2025, under which Pacific Premier Bancorp was merged into Columbia Banking System, Inc. at the Effective Time on 08/31/2025, with each PPBI share converted into 0.9150 shares of Columbia common stock and cash paid for fractional shares.

Insights

Corporate Governance Expert

TL;DR: Director-held PPBI shares were converted and disposed under the merger, leaving the director with no reported PPBI holdings.

The Form 4 documents that Richard C. Thomas completed disposals of both directly and indirectly held PPBI common stock on the merger Effective Time. From a governance perspective, the filing is a standard post-merger reporting event showing alignment with the Merger Agreement conversion mechanics rather than an open-market sale or voluntary divestiture. The filing includes exact share counts and conversion terms (0.9150 Columbia shares per PPBI share) and identifies the indirect holdings as held by a trust. For investors, this is a procedural outcome of the corporate transaction, not an independent signal about issuer operations.

M&A Specialist

TL;DR: Transaction details confirm completion of the merger and the prescribed equity conversion and fractional-share cash-out.

The explanation ties the disposals directly to the April 23, 2025 Merger Agreement and the August 31, 2025 Effective Time, providing the conversion ratio used (0.9150). The reporting clarifies that fractional shares were cashed out where applicable. The Form 4 appropriately reports both direct and trust-held equity dispositions resulting from the statutory merger exchange, which is routine documentation of merger consideration distribution.

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^*

Thomas Richard C

(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		3,801	D	(1)	0	D
PPBI Common Stock	08/31/2025		D		19,061	D	(1)	0	I	By 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/ Richard C. Thomas	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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