Pacific Premier CFO Reports 306,599-Share Disposition After Merger

Rhea-AI Filing Summary

Insider Form 4 shows the SEVP & CFO of Pacific Premier Bancorp, Inc. disposed of all reported holdings as part of a merger transaction. The filing reports that on 08/31/2025 Ronald J. Nicolas Jr. disposed of 306,599 shares of PPBI common stock in connection with the Agreement and Plan of Merger dated April 23, 2025.

At the Effective Time (the merger closing on 08/31/2025) each outstanding PPBI share converted into the right to receive 0.9150 shares of Columbia Banking System, Inc. common stock, with cash paid for any fractional shares. The Form 4 shows 0 shares beneficially owned following the reported disposition.

Positive

• Merger closed on 08/31/2025 with clear conversion terms: each PPBI share converted into 0.9150 shares of Columbia common stock
• Reporting person’s disposition was executed pursuant to the Merger Agreement, indicating the transaction was part of consummated corporate combination mechanics

Negative

• Insider disposed of 306,599 PPBI shares, resulting in 0 shares beneficially owned following the transaction

Insights

Financial Analyst

TL;DR: CFO disposed of 306,599 PPBI shares at merger close; ownership reduced to zero.

The Form 4 documents a transaction tied directly to the Merger Agreement between Pacific Premier Bancorp and Columbia Banking System, effective 08/31/2025. The reporting person, SEVP & CFO Ronald J. Nicolas Jr., reported a disposition of 306,599 shares and shows no remaining beneficial ownership. From a financial analysis standpoint, this filing reflects a structural ownership change due to the corporate combination rather than an open-market sale unrelated to the transaction. The conversion ratio is explicitly 0.9150 shares of Columbia per PPBI share, with cash paid for fractional shares.

M&A Specialist

TL;DR: Filing confirms closing mechanics of the merger and equity conversion to Columbia stock.

The disclosure is a standard post-closing insider report reflecting merger consideration delivery. The Merger Agreement converted PPBI shares into Columbia shares at a 0.9150 conversion factor, and the reporting officer's PPBI holdings were settled at the Effective Time (08/31/2025). This confirms completion of equity exchange mechanics for at least one senior officer and illustrates how insider holdings were resolved under the deal terms.

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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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^*

Nicolas Ronald J. Jr.

(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)
	SEVP & 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		306,599	D	(1)	0	I	The Nicolas Living 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/ Ronald J. Nicolas Jr.	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).
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 Ronald J. Nicolas Jr. report on Form 4 for PPBI?

The Form 4 reports a disposition of 306,599 PPBI shares on 08/31/2025 in connection with the Merger Agreement; beneficial ownership after the transaction is 0 shares.

Why were the PPBI shares disposed on 08/31/2025?

The shares were disposed pursuant to the Agreement and Plan of Merger between Pacific Premier Bancorp and Columbia Banking System, effective 08/31/2025.

What consideration did PPBI shareholders receive in the merger?

Each PPBI common share outstanding immediately prior to the Effective Time was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid in lieu of fractional shares.

Did the Form 4 report any derivative transactions or retained PPBI holdings?

No. The filing shows no derivative securities and reports 0 PPBI shares beneficially owned after the reported disposition.

When was the Form 4 signed by the reporting person?

The signature block shows the Form 4 was signed by /s/ Ronald J. Nicolas Jr. on 09/03/2025.