Tamara Wendoll Reports PPBI Share Disposition Linked to Columbia Merger
Rhea-AI Filing Summary
Tamara Wendoll, President of Pacific Premier Trust and an officer of Pacific Premier Bancorp, reported the disposition of 34,170.234 shares of Pacific Premier Bancorp common stock on 08/31/2025. The filing records 0 shares owned following the reported transaction. The disposition occurred 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 on August 31, 2025.
The Merger converted each Pacific Premier share into the right to receive 0.9150 shares of Columbia common stock, with cash paid for fractional shares. The filing also notes that 27,181 restricted Pacific Premier shares were assumed and converted into restricted stock awards in Columbia based on the same exchange ratio and original terms.
Positive
- Restricted awards preserved: 27,181 Issuer restricted shares were assumed and converted into Columbia restricted stock awards based on the exchange ratio and retained original terms
- Orderly corporate transaction: The disposition was effected under the Merger Agreement, indicating a structured conversion rather than an open-market sale
Negative
- Insider reported zero ownership: 34,170.234 shares were disposed and the filing shows 0 shares owned following the transaction
- Significant reduction in issuer-held shares for reporting person: The reported disposition eliminates direct Pacific Premier Bancorp common stock ownership
Insights
TL;DR: Insider ownership was eliminated due to a business combination; restricted awards were converted under the merger exchange ratio.
The Form 4 documents a non-voluntary disposition tied directly to a corporate merger rather than an open-market sale. The insider reported disposing of 34,170.234 shares with zero shares remaining, and 27,181 restricted shares were converted into Columbia restricted awards using the 0.9150 exchange ratio. For investors tracking insider ownership, this is an administrative ownership change driven by corporate action rather than a discretionary divestiture.
TL;DR: Filing reflects merger mechanics; restricted awards retained equivalent rights in the surviving company.
The explanatory notes confirm that Issuer restricted stock awards were assumed and converted into comparable Columbia awards, preserving original terms and conditions. This indicates continuity of equity-based compensation post-merger and that the transaction was executed under the Merger Agreement's exchange mechanics rather than as a separate compensation event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | PPBI Common Stock | 34,170.234 | $0.00 | -- |
Footnotes (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 (the "Exchange Ratio"). Includes 27,181 shares of restricted stock ("Issuer RSA"). Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSA was assumed and converted into a restricted stock award in respect of shares of Columbia common stock based on the Exchange Ratio and subject to the same terms and conditions as were applicable to the Issuer RSA immediately prior to the Effective Time.
