Pacific Premier Insider Withholding Related to Merger Vesting

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of the reason for share disposition (tax withholding tied to accelerated vesting).
• Quantified post-transaction ownership: reporting remaining beneficial ownership as 45,774 shares.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A senior officer had restricted shares accelerate due to a merger and had shares withheld to cover taxes, reducing his reported holdings.

The Form 4 discloses a standard post-transaction mechanics: restricted stock accelerated in connection with a merger agreement, followed by share withholding to satisfy tax obligations. This is a common administrative outcome in change-of-control events and does not itself indicate voluntary cash sale by the officer. The filing clearly ties the disposition to tax withholding rather than a market-directed liquidation, preserving interpretive context for investors assessing insider intent.

Securities Analyst

TL;DR: Disposition reflects tax withholding on accelerated vesting; impact on outstanding insider stake is quantifiable and disclosed.

The report quantifies the change: 14,938 shares withheld at $24.30, leaving 45,774 shares beneficially owned. Because the transaction code is F and the explanation attributes the transfer to withholding for taxes tied to accelerated vesting under a merger agreement, this is a routine administrative adjustment rather than an open-market sale for cash by the insider. Investors should note the link to the April 23, 2025 merger agreement and the planned merger date of on or about September 1, 2025 as the triggering event.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Jakosky Donn Bordon

(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 & Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		F		14,938(1)	D	$24.3	45,774	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. Reflects payment of tax liability by withholding shares of stock incident to accelerated vesting of restricted stock previously issued. The accelerated vesting and the release of stock was in connection with the Agreement and Plan of Merger, dated as of 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 plans to merge with and into Columbia on or about September 1, 2025.

Remarks:

	/s/ Donn Jakosky	08/27/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Donn Jakosky report on the Form 4 for PPBI?

He reported a disposition of 14,938 shares on 08/25/2025, with 45,774 shares beneficially owned after the transaction.

Why were shares disposed according to the filing?

The filing explains shares were withheld to pay tax liabilities arising from accelerated vesting of restricted stock.

What was the transaction price per share on the Form 4?

The reported price was $24.30 per share for the shares withheld.

Is the disposition related to any corporate event for PPBI?

Yes, the accelerated vesting and release of stock were in connection with an Agreement and Plan of Merger dated April 23, 2025 under which PPBI plans to merge into Columbia Banking System, Inc.

When is the planned merger referenced in the Form 4 expected to occur?

The filing states the merger is planned to occur on or about September 1, 2025.