Pacific Premier Officer Reports 45,774-Share Disposition After Columbia Merger

Rhea-AI Filing Summary

Don B. Jakosky, Senior EVP & Chief Credit Officer, reported a disposition of 45,774 shares of Pacific Premier Bancorp, Inc. common stock on 08/31/2025. The filing states the shares were disposed of in connection with the Agreement and Plan of Merger dated April 23, 2025, under which Pacific Premier Bancorp was merged into Columbia Banking System, Inc. At the effective time each Pacific Premier share was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid for any fractional shares. Following the reported transaction Jakosky's beneficial ownership of Pacific Premier common stock is reported as 0.

Positive

• Transaction tied to a completed merger, providing clear treatment of insider shares under the Merger Agreement.
• Exchange ratio disclosed (0.9150), giving explicit conversion terms for each Pacific Premier share into Columbia common stock.
• Fractional-share cash treatment specified, clarifying how non-whole-share entitlements were settled.

Negative

• Reporting person's Pacific Premier common stock reduced to zero following the reported disposition.
• Large block of 45,774 shares disposed, representing the reporting person's prior holdings in the issuer.

Insights

Corporate Governance Expert

TL;DR: Insider disposed of shares as a direct, contractual consequence of a completed merger; routine disclosure under Section 16.

The Form 4 documents a non-discretionary disposition tied to the Merger Agreement that converted outstanding issuer shares into Columbia shares at a fixed exchange ratio. This is a standard post-closing mechanics disclosure rather than a voluntary sale by the reporting officer. The filing confirms compliance with Section 16 reporting requirements and clarifies the conversion terms and fractional share treatment.

M&A Specialist

TL;DR: The transaction reflects deal consideration mechanics: 0.9150 exchange ratio with cash for fractions.

The Explanation states the Merger Agreement (dated April 23, 2025) became effective August 31, 2025, and converted each issuer share into 0.9150 Columbia shares, with cash in lieu of fractional shares. The reported 45,774-share disposition appears to be the mechanical conversion/settlement of equity at closing, documenting how executive holdings were treated under the merger 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

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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^*

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)
08/31/2025

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		45,774	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/ Donn Jakosky	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 PPBI officer Donn Jakosky report on Form 4?

The Form 4 reports a disposition of 45,774 shares of Pacific Premier Bancorp common stock on 08/31/2025.

Why were the 45,774 PPBI shares disposed of?

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

What was the exchange ratio for PPBI shares in the merger?

Each Pacific Premier share outstanding immediately prior to the effective time was converted into the right to receive 0.9150 shares of Columbia common stock.

How were fractional shares handled in the merger?

Fractional shares were settled in cash (without interest) in lieu of issuing fractional Columbia shares.

What is Donn Jakosky's reported beneficial ownership of PPBI after the transaction?

The Form 4 reports 0 shares of Pacific Premier common stock beneficially owned following the reported disposition.