PPBI Insider Withholds 10,253 Shares for Taxes After Merger-Related Vesting

Rhea-AI Filing Summary

Insider transaction disclosed: This Form 4 shows Sherri V. Scott, Senior Executive Vice President and Chief Corporate Responsibility Officer of Pacific Premier Bancorp, Inc. (PPBI), reported a disposition of 10,253 shares of PPBI common stock on 08/25/2025 at a price of $24.30 per share. After the transaction she beneficially owned 28,813 shares, held directly. The filing explains the sale reflected withholding of shares to pay taxes due upon accelerated vesting of restricted stock that was released in connection with the Agreement and Plan of Merger dated April 23, 2025 among Columbia Banking System, Inc., Pacific Premier Bancorp, Inc. and Balboa Merger Sub, Inc., under which the issuer plans to merge into Columbia on or about September 1, 2025.

Positive

• Disclosure explicitly ties the sale to tax withholding from accelerated vesting, clarifying the transaction was procedural rather than an open-market decision.
• Filing references a definitive merger agreement dated April 23, 2025 and an expected merger timing of on or about September 1, 2025, confirming a corporate transaction is underway.

Negative

• Reporting person disposed of 10,253 shares at $24.30, which reduces direct holdings from pre-transaction levels to 28,813 shares.
• Accelerated vesting required tax withholding, indicating compensation tied to the merger triggered share release and immediate disposition.

Insights

Securities Analyst

TL;DR: Insider sold shares to satisfy tax withholding tied to accelerated vesting related to a planned merger; ownership remains material.

The filing documents a routine tax-withholding disposition of 10,253 shares at $24.30 following accelerated vesting of restricted stock issued earlier. The disposition is explicitly tied to the Agreement and Plan of Merger dated April 23, 2025. Post-transaction, the reporting person retains 28,813 shares directly. This is a standard mechanics-driven transaction rather than a discretionary open-market sale for liquidity. The disclosure confirms the merger timeline reference and the administrative nature of the share transfer.

Corporate Governance Expert

TL;DR: Transaction appears procedural for tax settlement tied to merger-related vesting, not an independent signal of loss of confidence.

The Form 4 clarifies that shares were withheld to satisfy tax liabilities incurred by accelerated vesting of restricted stock in connection with a merger agreement dated April 23, 2025. The filing identifies the planned merger with Columbia Banking System, Inc. and notes an expected transaction date of on or about September 1, 2025. The signature and reporting dates are included, and the Form is filed by one reporting person who is an officer of the issuer. From a governance perspective, the disclosure follows Section 16 reporting requirements and links the disposition to a contractual corporate 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

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^*

Scott Sherri V.

(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)
	SrEVP, Chief Corp Resp Officer

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		F		10,253(1)	D	$24.3	28,813	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. Reflects payment of tax liability by withholding shares of stock incident to accelerated vesting of restricted stock previously issued. The accelerated vesting and the release of stock was in connection with the Agreement and Plan of Merger, 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.

Remarks:

	/s/ Sherri V. Scott	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.
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 did Sherri V. Scott report on Form 4 for PPBI?

She reported a disposition of 10,253 shares of PPBI common stock on 08/25/2025 at $24.30 per share and retained 28,813 shares beneficially.

Why were the PPBI shares disposed according to the filing?

The disposition reflects withholding of shares to satisfy tax liabilities resulting from accelerated vesting of restricted stock.

Is the share disposition related to any corporate transaction for PPBI?

Yes. The filing links the accelerated vesting and release of stock to the Agreement and Plan of Merger dated April 23, 2025 among Columbia, Pacific Premier Bancorp, Inc. and Balboa Merger Sub, Inc.

When is the PPBI merger referenced in the Form 4 expected to occur?

The merger is planned to occur on or about September 1, 2025 as stated in the Form 4 explanation of responses.

What is the reporting person’s role at PPBI?

Sherri V. Scott is listed as SrEVP, Chief Corporate Responsibility Officer and an officer of the issuer on the Form 4.