Pacific Premier (PPBI) Insider: Wilcox Converts RSUs as Merger Nears

Rhea-AI Filing Summary

Edward Earl Wilcox, President & COO of Pacific Premier Bancorp, Inc. (PPBI), reported multiple transactions on 08/25/2025 tied to the Merger Agreement with Columbia Banking System, Inc. He acquired 109,731 shares underlying Restricted Stock Units that were accelerated and fully vested under the merger, and acquired 9,335 dividend equivalent rights that vest proportionately with RSUs. He also received 98,273 shares via payment of tax withholding related to accelerated vesting and holds 125,430 shares indirectly through The Wilcox Family Trust. Several performance-based RSUs (34,123; 37,594; 38,014) were deemed achieved and converted into shares under the agreement.

Positive

• Accelerated vesting of RSUs due to the Merger Agreement resulted in Wilcox receiving substantial shares, aligning executive interests with transaction close
• Deemed achievement of performance metrics converted multiple performance RSUs into common shares, simplifying post-merger equity structure
• Full disclosure of indirect holdings via The Wilcox Family Trust and of tax-withholding share payments

Negative

• No open-market purchases; share increases are merger-driven rather than bought on the market, so this does not indicate new incremental economic investment
• Concentration of holdings persists with significant indirect trust ownership, which may limit changes in control dynamics ahead of the merger

Insights

Financial Analyst

TL;DR: Insider holdings increased materially due to merger-driven acceleration of equity awards; this is a routine deal-related transfer, not open-market purchases.

Wilcox's Form 4 shows substantial equity movements tied to the Merger Agreement with Columbia Banking System, Inc. The transactions reflect acceleration and vesting of RSUs, settlement of tax obligations via share withholding, and recognition of dividend equivalent rights. These actions change insider stake composition ahead of the planned merger closing. No open-market sales or external cash purchases were reported.

Corporate Governance Expert

TL;DR: Equity awards were accelerated and performance conditions treated as met per the merger agreement, consistent with typical M&A vesting adjustments.

The filing documents conversion of performance and time-based RSUs into shares as contemplated by the Merger Agreement, including deemed achievement at target levels and proportional vesting of dividend equivalents. Indirect holdings via a family trust are disclosed. The Form 4 provides transparent reporting of accelerated awards and tax withholding; no indications of departures or other governance exceptions are present in the filing.

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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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)
08/25/2025

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	08/25/2025		M		109,731(1)	A	(1)	250,014	D
PPBI Common Stock	08/25/2025		M		9,335	A	(2)	259,349	D
PPBI Common Stock	08/25/2025		F		98,273(3)	D	$24.3	161,076	D
PPBI Common Stock								125,430	I	By Trust(4)

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
PPBI Restricted Stock Unit	(5)	08/25/2025		M			34,123	(5)	(6)	PPBI Common Stock	34,123	$0	0	D
PPBI Restricted Stock Unit	(5)	08/25/2025		M			37,594	(5)	(6)	PPBI Common Stock	37,594	$0	0	D
PPBI Restricted Stock Unit	(5)	08/25/2025		M			38,014	(5)	(6)	PPBI Common Stock	38,014	$0	0	D
Dividend Equivalent Rights	(2)	08/25/2025		M			9,335	(2)	(6)	PPBI Common Stock	9,335	(2)	0	D

Explanation of Responses:

1. Represents the acquisition of 109,731 shares of common stock underlying Restricted Stock Units that were accelerated and fully vested in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of 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 plans to merge with and into Columbia on or about September 1, 2025.

2. Each dividend equivalent right is the economic equivalent of one share of common stock. Dividend equivalent rights accrue on the reporting person's Restricted Stock Units and become vested proportionately with the Restricted Stock Units.

3. Reflects payment of tax liability by withholding shares of stock incident to accelerated vesting of restricted stock, restricted stock units and dividend equivalent rights previously issued. The accelerated vesting and the release of stock was in connection with the Merger Agreement.

4. Shares held by The Wilcox Family Trust, Edward and Kristen Wilcox, Trustees, the beneficiaries of which are the reporting person's children.

5. Each Restricted Stock Unit represents the right to receive one share of common stock. Performance metrics, terms and/or conditions to which these Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved or satisfied, as applicable, at the target levels.

6. Not applicable.

Remarks:

	/s/ Edward Wilcox	08/27/2025
	** 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 transactions did Edward Wilcox report on Form 4 for PPBI?

He reported acceleration and vesting of Restricted Stock Units (109,731 shares), receipt of dividend equivalent rights (9,335), settlement of tax withholding (98,273 shares), and indirect holdings of 125,430 shares via a family trust.

Why were the RSUs and performance awards converted to shares?

The awards were accelerated and deemed satisfied pursuant to the Agreement and Plan of Merger dated April 23, 2025 between Pacific Premier Bancorp and Columbia Banking System.

Did Wilcox sell any PPBI shares in these transactions?

No sales were reported. The reported changes reflect acquisitions from accelerated vesting and withholding for taxes, not open-market dispositions.

How many shares does Wilcox beneficially own after these transactions?

Reported beneficial ownership totals include 259,349 shares direct after acquisitions and 125,430 shares held indirectly by The Wilcox Family Trust, as shown on the Form 4.

Are dividend equivalent rights included in the reported holdings?

Yes. 9,335 dividend equivalent rights that accrue on RSUs were reported and vest proportionately with the RSUs.