Pacific Premier Insider Report: 127,417 Shares Converted at 0.9150 Ratio

Rhea-AI Filing Summary

Michael S. Karr, Senior Executive Vice President and Chief Risk Officer of Pacific Premier Bancorp, disposed of 127,417 shares of PPBI common stock on 08/31/2025 as part of the merger between Pacific Premier Bancorp and Columbia Banking System. At the effective time of the merger each Pacific Premier share was converted into 0.9150 shares of Columbia common stock, with cash paid for fractional shares. Following the reported transaction the form lists 0 shares beneficially owned in the reported class and indicates remaining indirect interests are held via The Karr Family Revocable Trust dated February 15, 2005.

Positive

• Transaction tied to merger agreement with Columbia Banking System, clearly disclosed
• Conversion ratio provided: each PPBI share converted into 0.9150 Columbia shares
• All reported PPBI shares (127,417) were disposed of via the merger conversion, simplifying ownership reporting

Negative

• None.

Insights

M&A Specialist

TL;DR: Insider stock disposition reflects merger conversion mechanics, not a routine open-market sale.

The report shows a single large disposition of 127,417 shares tied explicitly to the Agreement and Plan of Merger with Columbia Banking System. The conversion ratio of 0.9150 Columbia shares per Pacific Premier share is stated, and fractional shares were cashed out. This is a structural ownership change resulting from the corporate transaction rather than a discretionary sale by the reporting person. Material investor impact derives from the completed merger terms, not incremental insider trading behavior.

Corporate Governance Expert

TL;DR: The Form 4 documents a merger-driven disposition, which is a routine post-merger ownership update.

The filing identifies the reporting person as an officer and discloses that shares were converted under the Merger Agreement effective August 31, 2025. It also lists an indirect interest through The Karr Family Revocable Trust. Disclosure appears consistent with Section 16 reporting obligations for merger-related conversions; no additional compensatory or unexplained transfers are reported.

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^*

Karr Michael S

(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)
	SEVP & Chief Risk Officer

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		127,417	D	(1)	0	I	The Karr Family Revocable Trust dated February 15, 2005

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/ Michael S. Karr	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

Why did Michael S. Karr dispose of 127,417 PPBI shares?

The disposition occurred pursuant to the Merger Agreement under which Pacific Premier shares were converted into Columbia shares.

What was the conversion ratio for PPBI shares in the merger?

Each Pacific Premier share converted into 0.9150 shares of Columbia common stock; fractional shares were cashed out.

How many PPBI shares did the reporting person report disposing of?

The Form 4 reports a disposition of 127,417 shares of PPBI common stock.

Does the filing show any PPBI shares retained by the reporting person after the transaction?

The form lists 0 shares beneficially owned following the reported transaction in the reported class; an indirect interest is noted via The Karr Family Revocable Trust.

Is this Form 4 disclosure related to normal open-market trading?

No. The filing explicitly states the disposition was in connection with the Agreement and Plan of Merger dated April 23, 2025, and the merger's effective time.