Pacific Premier (PPBI) CEO Reports RSU Acceleration and Tax-Withholding Shares

Rhea-AI Filing Summary

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.

Positive

• Acceleration and full vesting of restricted stock units and performance conditions were documented as satisfied under the Merger Agreement
• Dividend equivalent rights were converted to share equivalents and reported as acquired

Negative

• 156,463 shares withheld to satisfy tax liabilities resulting from accelerated vesting
• Filing discloses insider equity activity that may be perceived as significant executive monetization tied to the merger

Insights

Corporate Governance Expert

TL;DR: Accelerated executive equity vesting was triggered by a merger agreement, disclosed with tax-withholding share disposals.

The Form 4 shows the CEO's restricted stock units and dividend equivalent rights were accelerated and fully vested pursuant to the Merger Agreement with Columbia Banking System, Inc.

This is a routine corporate governance disclosure when change-in-control provisions or merger terms accelerate equity awards. The filing documents the mechanics: issuance of shares, recognition of dividend equivalents as share equivalents, and satisfaction of tax obligations by withholding shares at a stated price.

M&A Specialist

TL;DR: Insider equity awards were converted to shares under merger terms, confirming transaction-level employee compensation actions.

The Form 4 explicitly ties accelerated vesting and deemed achievement of performance conditions to the Agreement and Plan of Merger dated April 23, 2025. It records shares released, dividend equivalent conversions, and share withholding to cover taxes at $24.30 per share. The filing also notes the expected merger effective date is on or about September 1, 2025.

This disclosure is material to understanding management compensation treatment under the merger but does not provide financial terms of the merger consideration itself.

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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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^*

GARDNER STEVEN 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

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		M		201,505(1)	A	(1)	407,615	D
PPBI Common Stock	08/25/2025		M		17,564	A	(2)	425,179	D
PPBI Common Stock	08/25/2025		F		156,463(3)	D	$24.3	268,716	D
PPBI Common Stock								369,641	I	By The Gardner Family 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
PPBI Restricted Stock Unit	(4)	08/25/2025		M			70,253	(4)	(5)	PPBI Common Stock	70,253	$0	0	D
PPBI Restricted Stock Unit	(4)	08/25/2025		M			60,814	(4)	(5)	PPBI Common Stock	60,814	$0	0	D
PPBI Restricted Stock Unit	(4)	08/25/2025		M			70,438	(4)	(5)	PPBI Common Stock	70,438	$0	0	D
Dividend Equivalent Rights	(2)	08/25/2025		M			17,564	(2)	(5)	PPBI Common Stock	17,564	(2)	0	D

Explanation of Responses:

1. Represents the acquisition of 201,505 shares of common stock underlying Restricted Stock Units that were accelerated and fully vested in connection with the Agreement and Plan of Merger (the "Merger Agreement"), 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.

2. Each dividend equivalent right is the economic equivalent of one share of common stock. Dividend equivalent rights accrue on the reporting person's Restricted Stock Units and become vested proportionately with the Restricted Stock Units.

3. Reflects payment of tax liability by withholding shares of stock incident to accelerated vesting of restricted stock, restricted stock units and dividend equivalent rights previously issued. The accelerated vesting and the release of stock was in connection with the Merger Agreement.

4. Each Restricted Stock Unit represents the right to receive one share of common stock. Performance metrics, terms and/or conditions to which these Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved or satisfied, as applicable, at the target levels.

5. Not applicable.

Remarks:

	/s/ Steven R. Gardner	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.
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FAQ

What did Steven R. Gardner report on Form 4 for PPBI?

The filing reports accelerated vesting and acquisition of 201,505 shares from RSUs, conversion of 17,564 dividend equivalents, and 156,463 shares withheld for taxes.

Why were restricted stock units accelerated for PPBI executives?

The Form 4 states acceleration and deemed satisfaction of performance conditions occurred in connection with the Agreement and Plan of Merger dated April 23, 2025 with Columbia Banking System, Inc.

How many shares does Gardner beneficially own after the transactions?

The filing shows 268,716 shares directly and 369,641 shares indirectly via The Gardner Family Trust, totaling 638,357 reported shares.

What tax action was taken on the vested awards?

The company withheld 156,463 shares to satisfy tax liabilities related to the accelerated vesting; the Form 4 lists a withholding price of $24.30 per share for a disclosed disposal.

When is the merger expected to occur per the filing?

The Form 4 indicates the Issuer plans to merge with Columbia on or about September 1, 2025.