Pacific Premier Insider Converts Shares Under 0.9150 Exchange Ratio

Rhea-AI Filing Summary

Lori R. Wright, Senior EVP and Deputy CFO of Pacific Premier Bancorp, reported a disposition of 39,970 shares of PPBI common stock on 08/31/2025 tied to the merger with Columbia Banking System, Inc. Under the merger, each Pacific Premier share converted into 0.9150 shares of Columbia common stock, with cash paid for fractional shares. The filing notes 30,612 restricted Pacific Premier shares were assumed and converted into Columbia restricted stock awards on the same terms. Following the reported transactions, Wright holds 0 shares of Pacific Premier common stock directly.

Positive

• Restricted awards were assumed and converted into Columbia restricted stock awards on the same terms, preserving incentive alignment
• Transaction follows a defined exchange ratio (0.9150 Columbia shares per Pacific Premier share), providing clear conversion mechanics

Negative

• Reporting person no longer holds any Pacific Premier common stock directly following the merger-related disposition
• Cash paid for fractional shares may slightly reduce equity holdings for holders with fractional entitlements

Insights

Corporate Governance Expert

TL;DR: Insider stock was disposed in connection with a completed merger; conversions and assumptions follow standard merger mechanics.

The Form 4 documents a disposal of 39,970 shares by an executive as a direct consequence of the Merger Agreement effective 08/31/2025. The reporting clarifies restricted awards (30,612 shares) were assumed and converted into Columbia restricted stock awards under the same vesting terms, indicating continuity of incentive alignment post-closing. The filing shows zero direct Pacific Premier common shares remaining, reflecting the corporate-level share conversion rather than an open-market sale by the officer.

M&A Specialist

TL;DR: Transaction outcome consistent with the stated exchange ratio; fractional-share cash-out and award assumptions are typical in stock-for-stock mergers.

The disclosure quantifies the exchange ratio (0.9150 Columbia shares per Pacific Premier share) and confirms the merger became effective 08/31/2025. It notes cash will be paid for fractional shares and that issuer restricted stock awards were converted into Columbia awards, preserving economic and contractual terms. These mechanics reduce outstanding legacy PPBI shares and transfer economic interest into Columbia equity, which is standard and minimizes operational disruption for holders of restricted awards.

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

OMB APPROVAL

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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^*

Wright Lori R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. EVP, Deputy CFO

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		39,970	D	(1)(2)	0	D

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 (the "Exchange Ratio").

2. Includes 30,612 shares of restricted stock ("Issuer RSA"). Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSA was assumed and converted into a restricted stock award in respect of shares of Columbia common stock based on the Exchange Ratio and subject to the same terms and conditions as were applicable to the Issuer RSA immediately prior to the Effective Time.

Remarks:

	/s/ Lori R. Wright	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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FAQ

Why did Lori R. Wright dispose of 39,970 PPBI shares on 08/31/2025?

The disposition was effected in connection with the Merger Agreement under which Pacific Premier was merged into Columbia, converting PPBI shares per the exchange ratio.

What exchange ratio was used to convert Pacific Premier shares into Columbia shares?

The exchange ratio is 0.9150 Columbia common shares for each Pacific Premier common share.

What happened to restricted Pacific Premier stock awards held by the reporting person?

30,612 restricted Pacific Premier shares were assumed and converted into restricted stock awards of Columbia subject to the same terms and conditions.

Did the reporting person retain any Pacific Premier common stock after the transaction?

No. The Form 4 shows 0 shares of Pacific Premier common stock beneficially owned following the reported transaction.

Were fractional shares handled in the merger?

Yes. Cash (without interest) will be paid in lieu of fractional shares, if applicable.