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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | PPBI Common Stock | 39,078 | $0.00 | $0.00 |
Footnotes (1)
- F1. 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.
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