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

Securities Analyst

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.

Corporate Governance Expert

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.

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^*

Wendoll Tamara

(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)
	Pres. of Pacific Premier Trust

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		34,170.234	D	(1)(2)	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 (the "Exchange Ratio").

2. 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.

Remarks:

	/s/ Tamara Wendoll	09/03/2025
	** Signature of Reporting Person	Date
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FAQ

What did Tamara Wendoll report on Form 4 for PPBI?

The Form 4 reports the disposition of 34,170.234 shares of Pacific Premier Bancorp common stock on 08/31/2025, leaving 0 shares owned following the transaction.

Why were the shares disposed according to the Form 4?

The shares were disposed in connection with the Merger Agreement under which Pacific Premier Bancorp merged into Columbia Banking System, Inc., effective 08/31/2025.

What was the exchange ratio used in the merger?

Each Pacific Premier Bancorp share was converted into the right to receive 0.9150 shares of Columbia common stock; cash was paid in lieu of fractional shares.

Were restricted Pacific Premier awards affected by the merger?

Yes. The filing states that 27,181 restricted Pacific Premier shares were assumed and converted into restricted stock awards in Columbia based on the exchange ratio and subject to the same terms and conditions.

When was the Form 4 signed by the reporting person?

The Form 4 was signed by Tamara Wendoll on 09/03/2025.