Edward Wilcox Reports PPBI Holdings Converted to Columbia Shares (0.9150)

Rhea-AI Filing Summary

Pursuant to a Form 4 filed by Edward Earl Wilcox, President & COO of Pacific Premier Bancorp, Inc. (PPBI), Mr. Wilcox disposed of his holdings in PPBI common stock on 08/31/2025 in connection with the Agreement and Plan of Merger dated April 23, 2025. At the merger's effective time on 08/31/2025, each outstanding PPBI share was converted into the right to receive 0.9150 shares of Columbia Banking System, Inc. common stock, with cash paid in lieu of fractional shares. The filing shows Mr. Wilcox directly disposed of 161,076 PPBI shares and indirectly (by trust) disposed of 125,430 PPBI shares, leaving 0 PPBI shares beneficially owned following the transactions.

Positive

• Merger completion mechanics disclosed: the filing explicitly states PPBI shares converted into Columbia shares at a 0.9150 ratio
• Clear disposition details: exact quantities disposed are reported (161,076 direct; 125,430 indirect), leaving 0 PPBI shares beneficially owned

Negative

• Zero retained PPBI holdings by the reporting person after the transactions, eliminating any ongoing insider ownership in PPBI common stock

Insights

Corporate Governance Expert

TL;DR: Insider holdings in PPBI were fully disposed at merger close; transactions reflect conversion mechanics, not open-market sales.

The Form 4 documents that Edward Wilcox, President & COO, disposed of both direct and indirect PPBI common stock on 08/31/2025 as part of the Merger Agreement with Columbia Banking System, Inc. The filing reports 161,076 shares disposed directly and 125,430 shares disposed indirectly via a trust, with no PPBI shares remaining post-transaction. The explanation explicitly ties the disposals to the conversion of PPBI shares into 0.9150 Columbia shares per PPBI share, and notes cash for fractional shares. This is a routine post-merger conversion disclosure and does not indicate opportunistic insider selling outside the merger terms.

M&A Specialist

TL;DR: The Form 4 records merger-related share conversions and resulting elimination of reported PPBI holdings by a senior officer.

The disclosure confirms the Merger Agreement dated April 23, 2025 reached its Effective Time on 08/31/2025, triggering mandatory conversion of outstanding PPBI common stock into Columbia common stock at a 0.9150 exchange ratio. Mr. Wilcox's reported disposals—161,076 direct and 125,430 indirect shares—are described as being disposed in connection with that agreement. The filing includes a manual signature dated 09/03/2025. These items are material to holders of PPBI because they signal the completion of the merger consideration mechanics for a named executive.

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

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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^*

WILCOX EDWARD EARL

(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)
	President & COO

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		161,076	D	(1)	0	D
PPBI Common Stock	08/31/2025		D		125,430	D	(1)	0	I	By 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/ Edward Wilcox	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 transactions did Edward Wilcox report on the PPBI Form 4?

He reported disposals of 161,076 direct shares and 125,430 indirect shares of PPBI common stock on 08/31/2025.

Why were the PPBI shares disposed according to the filing?

The disposals occurred in connection with the Merger Agreement dated April 23, 2025, under which PPBI shares were converted at a 0.9150 share-for-share ratio into Columbia common stock.

How many PPBI shares does Edward Wilcox beneficially own after the reported transactions?

Zero PPBI shares beneficially owned following the reported transactions.

When did the merger take effect and when was the Form 4 signed?

The merger's Effective Time is 08/31/2025, and the Form 4 was signed on 09/03/2025.

What consideration did PPBI shareholders receive per share in the merger?

Each PPBI share converted into 0.9150 shares of Columbia common stock, with cash paid in lieu of fractional shares where applicable.