Pacific Premier (PPBI) Exec Withholds Shares as Merger-Related Vesting Occurs

Rhea-AI Filing Summary

Margaret S. Ohlhaver, Senior Executive Vice President and Chief Human Resources Officer of Pacific Premier Bancorp, reported a transaction dated 08/25/2025 in which 10,798 shares of PPBI common stock were disposed of under transaction code F at a price of $24.30 per share to satisfy tax withholding tied to accelerated vesting of restricted stock. Following that withholding, she reports 23,774 shares beneficially owned. The accelerated vesting and release of the shares were made in connection with the Agreement and Plan of Merger dated April 23, 2025 under which Pacific Premier Bancorp plans to merge into Columbia Banking System, Inc. on or about September 1, 2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale tied to accelerated vesting amid a disclosed merger; standard for executive equity settlements.

The Form 4 documents a non-discretionary withholding of shares to satisfy tax obligations resulting from accelerated vesting of previously granted restricted stock. This is an administrative, compliance-driven event rather than a discretionary open-market sale, and it is explicitly tied to the disclosed merger agreement dated April 23, 2025. The filing provides clear disclosure of the number of shares withheld (10,798) and the remaining beneficial ownership (23,774), which supports transparency around executive holdings ahead of the planned corporate transaction.

M&A Specialist

TL;DR: Transaction is directly connected to merger-related vesting and tax settlement; it confirms execution of compensation mechanics tied to the deal.

The explanatory note ties the accelerated vesting and withholding to the Agreement and Plan of Merger with Columbia Banking System, Inc., indicating that equity awards were triggered by the transaction. The Form 4 shows contractual and administrative execution of the merger consideration and compensation provisions. While the filing does not disclose deal economics beyond the merger date reference, it documents that equity settlement mechanics are proceeding as outlined in the merger agreement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ohlhaver Margaret S.

Role Sr.EVP, Chf Human Res. Officer

Type	Security	Shares	Price	Value
Tax Withholding	PPBI Common Stock	10,798	$24.30	$262K

Holdings After Transaction: PPBI Common Stock — 23,774 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Ohlhaver Margaret 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)
	Sr.EVP, Chf Human Res. 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		10,798(1)	D	$24.3	23,774	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/ Margaret S. Ohlhaver	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 Margaret S. Ohlhaver report on her Form 4 for PPBI?

She reported a transaction dated 08/25/2025 where 10,798 PPBI shares were disposed of under code F at $24.30 per share to satisfy tax withholding, leaving 23,774 shares beneficially owned.

Why were shares withheld in this Form 4 filing for PPBI?

The filing states the withholding satisfied tax liability arising from accelerated vesting of restricted stock previously issued.

Is this transaction related to any corporate event for PPBI?

Yes. The accelerated vesting and release of stock occurred in connection with the Agreement and Plan of Merger dated April 23, 2025 under which PPBI plans to merge into Columbia Banking System, Inc. on or about September 1, 2025.

What transaction code was used and what does it indicate?

Transaction code F was used, indicating shares were withheld to satisfy tax withholding obligations incident to a vesting event.

When was the Form 4 signed?

The Form 4 was signed by Margaret S. Ohlhaver on 08/27/2025.