Pacific Premier Form 4: 51,042 Shares Converted at 0.9150 Exchange Ratio

Rhea-AI Filing Summary

Steven R. Arnold, General Counsel and Corporate Secretary of Pacific Premier Bancorp, reported the disposition of 51,042 shares of PACIFIC PREMIER BANCORP INC common stock on 08/31/2025 in connection with the companys merger with Columbia Banking System, Inc. Under the merger agreement each outstanding Pacific Premier share converted into 0.9150 shares of Columbia common stock, with cash paid for fractional shares. The filing notes 28,831 restricted Pacific Premier shares were assumed and converted into restricted awards for Columbia shares on the same terms. Following the reported transaction, Arnold holds 0 shares of Pacific Premier common stock.

Positive

• Clear disclosure of share conversion mechanics under the Merger Agreement, including the 0.9150 exchange ratio
• Restricted stock awards (28,831 shares) were assumed and converted rather than cancelled, preserving award terms for holders

Negative

• Reporting person no longer holds any Pacific Premier common stock following the conversion (reported beneficial ownership: 0)

Insights

Corporate Governance Expert

TL;DR: Insider reported standard post-merger conversion and disposition; restricted awards were assumed and converted under the merger terms.

The Form 4 documents an expected outcome when an issuer is merged: a director/officer disposed of company common stock because shares were converted pursuant to the Merger Agreement into Columbia shares at the stated exchange ratio. The filing clarifies treatment of restricted stock awards, which were assumed and converted rather than forfeited, preserving their original terms. For governance, the disclosure is routine and transparent, showing compliance with Section 16 reporting obligations.

M&A Specialist

TL;DR: The transaction reflects consummation mechanics of the merger: share conversion at a fixed exchange ratio and assumption of restricted awards.

The report confirms that the merger closed and that equity compensation was rolled into the acquirer's equity using a 0.9150 exchange ratio. The explicit inclusion of restricted stock award conversion indicates the acquirer assumed equity obligations rather than cashing out restricted grants, which affects post-transaction equity structure and dilution in the combined company. The filing is a factual record of post-closing ownership change.

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

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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^*

Arnold Steven R

(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)
	General Counsel & Corp. Sec.

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		51,042	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 28,831 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/ Steven R. Arnold	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.
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FAQ

What transaction did Steven R. Arnold report on the Form 4 for PPBI?

The Form 4 reports the disposition of 51,042 shares of Pacific Premier common stock on 08/31/2025 in connection with the Merger Agreement with Columbia Banking System, Inc.

What exchange ratio was used to convert PPBI shares in the merger?

Each Pacific Premier share converted into 0.9150 shares of Columbia common stock under the Merger Agreement.

How were restricted Pacific Premier awards treated in the merger?

The filing states 28,831 restricted stock awards were assumed and converted into restricted awards for Columbia common stock on the same terms and conditions.

How many Pacific Premier shares does the reporting person own after the transaction?

The Form 4 indicates the reporting person beneficially owns 0 shares of Pacific Premier common stock following the reported transaction.

Does the Form 4 indicate cash was paid for fractional shares?

Yes; the Merger Agreement provides that cash (without interest) is paid in lieu of fractional shares where applicable.