Pacific Premier (PPBI) insider files Form 4 after merger conversion to Columbia shares

Rhea-AI Filing Summary

George M. Pereira, a director of Pacific Premier Bancorp, reported the disposition of 12,160 shares of PPBI common stock on 08/31/2025. The filing states the sale occurred in connection with the Agreement and Plan of Merger dated April 23, 2025, under which Pacific Premier Bancorp was merged into Columbia Banking System, Inc. At the effective time each outstanding PPBI share converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid in lieu of fractional shares. Following the reported transaction, the filing shows 0 PPBI shares beneficially owned.

Positive

• Transaction transparently disclosed with required Section 16 reporting by the director
• Merger mechanics clearly stated: conversion ratio of 0.9150 Columbia shares per PPBI share and cash for fractional shares

Negative

• None.

Insights

M&A Specialist

TL;DR: Director disposed shares due to the announced merger; shareholders received Columbia stock at a 0.9150 exchange ratio.

The Form 4 documents a routine, merger-driven disposition rather than an open-market sale: 12,160 PPBI shares were converted at the merger effective time into Columbia consideration. The filing confirms the mechanics of the transaction—conversion into Columbia shares and cash for fractional shares—which is consistent with a completed corporate combination closing on 08/31/2025. For investors this is a transactional disclosure reflecting deal implementation rather than an independent change in insider intent.

Corporate Governance Expert

TL;DR: Director’s Form 4 shows compliance with Section 16 reporting following the merger-driven change in beneficial ownership.

The disclosure indicates the reporting person complied with Form 4 filing requirements after the merger. The report identifies Mr. Pereira as a director and records that he no longer beneficially owns PPBI common stock following consummation of the merger. This is a routine governance/filing event documenting ownership conversion and cash treatment for fractional shares; it does not by itself indicate other governance changes or trading motivations.

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^*

Pereira George M.

(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		12,160	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/ George M. Pereira	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 did George M. Pereira report on Form 4 for PPBI?

The report discloses the disposition of 12,160 PPBI shares on 08/31/2025 in connection with the merger into Columbia Banking System, Inc.

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

The shares were disposed pursuant to the Agreement and Plan of Merger dated April 23, 2025, which became effective on 08/31/2025.

What consideration did PPBI shareholders receive in the merger?

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

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

The Form 4 reports 0 PPBI shares beneficially owned following the reported transaction.

Does the Form 4 indicate whether the disposition was an open-market sale?

No. The Form 4 states the disposition occurred in connection with the Merger Agreement; it does not describe any open-market sale.