Pacific Premier Director Converts All PPBI Shares Under 0.9150 Merger Ratio

Rhea-AI Filing Summary

Form 4 shows that Zareh H. Sarrafian, a director of Pacific Premier Bancorp, Inc. (PPBI), disposed of 47,474 shares of PPBI common stock on 08/31/2025 in connection with the Agreement and Plan of Merger dated April 23, 2025. At the Effective Time of the merger on 08/31/2025, each outstanding PPBI share was converted into the right to receive 0.9150 shares of Columbia Banking System, Inc. common stock, with cash paid for any fractional shares. Following the reported transaction, the reporting person beneficially owned 0 shares of PPBI.

Positive

• Merger completed with a clear conversion ratio of 0.9150 Columbia shares per PPBI share
• Transaction consistent with Merger Agreement, indicating orderly conversion rather than market sale

Negative

• Reporting person holds 0 PPBI shares after the disposition
• All disclosed PPBI shares were disposed on the Effective Time, eliminating direct ownership in the issuer

Insights

Corporate Governance Expert

TL;DR: Director disposed of all PPBI shares as part of the merger conversion, eliminating direct PPBI ownership.

The filing documents a single, material disposition tied explicitly to the completed merger between Pacific Premier Bancorp and Columbia Banking System. The director exchanged PPBI shares under the agreed conversion ratio of 0.9150 Columbia shares per PPBI share, with cash for fractional shares. This is a transactional, not performance-driven, insider sale and reflects the corporate reorganization rather than a voluntary open-market disposition.

M&A Specialist

TL;DR: Transaction is a merger-related conversion of equity, not an independent sale, indicating structural ownership change.

The disclosed disposition stems from the Merger Agreement effective 08/31/2025. The conversion mechanism—shares converted to 0.9150 Columbia shares—means holders received acquirer equity rather than cash (except for fractional-share cash-outs). For investors, this alters the issuer's shareholder base and transfers economic interest to Columbia, but it does not indicate opportunistic insider selling.

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^*

Sarrafian Zareh Hovik

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		47,474	D	(1)	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.

Remarks:

	/s/ Zareh H. Sarrafian	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

What transaction did Zareh H. Sarrafian report on Form 4 for PPBI?

The Form 4 reports a disposition of 47,474 PPBI common shares on 08/31/2025 in connection with the Merger Agreement.

Why were PPBI shares disposed of on 08/31/2025?

Shares were disposed pursuant to the Agreement and Plan of Merger effective 08/31/2025, which converted PPBI shares into Columbia shares.

What conversion terms applied to PPBI shares in the merger?

Each PPBI share was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid for fractional shares.

How many PPBI shares does the reporting person own after the transaction?

Following the reported transaction, the reporting person beneficially owned 0 PPBI shares.

Was the disposition an open-market sale or merger-related?

The filing states the disposition was in connection with the Merger Agreement, not an open-market sale.