PPBI Insider Filing: 39,078 Shares Converted to Columbia Stock

Rhea-AI Filing Summary

Mitchell M Christian, a director of Pacific Premier Bancorp, Inc. (PPBI), reported a disposition of 39,078 shares of PPBI common stock on 08/31/2025. The filing shows 0 shares beneficially owned following the reported transaction. The disposition occurred in connection with an Agreement and Plan of Merger dated April 23, 2025, under which PPBI was merged into Columbia Banking System, Inc. and each PPBI share was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid for fractional shares.

Positive

• Disposition was executed pursuant to the disclosed Merger Agreement
• Conversion ratio of 0.9150 Columbia shares per PPBI share is explicitly stated

Negative

• Reporting person’s PPBI holdings reduced to zero following the merger conversion

Insights

Financial Analyst

TL;DR: Director disposed 39,078 PPBI shares due to merger; holdings reduced to zero, transaction consistent with merger consideration.

The Form 4 reports a routine, non-market disposal tied to a corporate merger rather than an open-market sale. The conversion rate of 0.9150 Columbia shares per PPBI share and cash in lieu for fractions are explicitly disclosed, and the reporting person shows no remaining PPBI ownership post-closing. For investors, this Form 4 documents the mechanics of ownership transfer from issuer stock to acquirer stock as part of the Merger Agreement.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transaction was executed under the merger terms, not an independent disposition.

The filing cleanly attributes the disposition to the Agreement and Plan of Merger dated April 23, 2025, and states the Effective Time as August 31, 2025. The signatory certified the report on September 3, 2025. This is a compliant insider disclosure reflecting corporate action rather than discretionary insider trading, and it clarifies post-merger ownership of the reporting person in PPBI shares is nil.

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^*

MITCHELL M CHRISTIAN

(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		39,078	D	(1)	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.

Remarks:

	/s/ M. Christian Mitchell	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.
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 transaction did PPBI director Mitchell M Christian report on Form 4?

The director reported a disposition of 39,078 PPBI common shares on 08/31/2025.

Why were the PPBI shares disposed according to the Form 4?

The shares were disposed in connection with the Agreement and Plan of Merger dated April 23, 2025, under which PPBI was merged into Columbia Banking System, Inc.

What did PPBI shareholders receive under the merger?

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

How many PPBI shares does the reporting person own after the transaction?

The Form 4 shows the reporting person beneficially owned 0 PPBI shares following the reported transaction.

When was the Form 4 signed by the reporting person?

The Form 4 was signed by M. Christian Mitchell on 09/03/2025.