Pacific Premier Director Reports Zero PPBI Holdings After Merger Conversion

Rhea-AI Filing Summary

Barbara Polsky, a director of Pacific Premier Bancorp, Inc. (PPBI), reported disposing 18,308 shares of PPBI common stock on 08/31/2025. The disposal occurred in connection with the Merger Agreement dated April 23, 2025, under which Pacific Premier was merged into Columbia Banking System, Inc. at the Effective Time of August 31, 2025. Under the merger terms each PPBI share outstanding was 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 Ms. Polsky reports 0 shares of PPBI common stock beneficially owned.

Positive

• Transaction executed pursuant to a disclosed Merger Agreement, indicating the disposal was part of a planned corporate transaction
• Post-transaction reporting shows 0 PPBI shares, reflecting completion of conversion/distribution under the merger

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director sold PPBI shares due to the company merger into Columbia; the Form 4 reports conversion-based disposition and zero post-transaction PPBI holdings.

The Form 4 documents a routine, merger-driven disposition rather than an independent open-market sale. The sale stems from the Merger Agreement executed April 23, 2025, which converted each PPBI share into 0.9150 Columbia shares and cash for fractions. For governance review, such disposals tied to corporate transactions are typical and do not by themselves indicate opportunistic insider trading, but they remove lingering director exposures to the pre-merger equity.

M&A Specialist

TL;DR: Transaction reflects standard share conversion on closing of an announced merger; reporting shows completion of consideration distribution.

The filing confirms the merger closed on 08/31/2025 (Effective Time) and that consideration distribution occurred as specified in the Merger Agreement. The director’s disposal of 18,308 PPBI shares corresponds to the statutory conversion into Columbia stock (0.9150 per PPBI share) with cash for fractional shares. This is a material corporate event for shareholders but is an expected mechanical outcome of the merger process.

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^*

POLSKY BARBARA

(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		18,308	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/ Barbara S. Polsky	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

Why did Barbara Polsky dispose of 18,308 PPBI shares on 08/31/2025?

The disposition was made in connection with the Merger Agreement dated April 23, 2025, under which Pacific Premier was merged into Columbia and PPBI shares were converted at closing.

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 in lieu of fractional shares.

How many PPBI shares does Barbara Polsky beneficially own after the transaction?

0 shares of PPBI common stock are reported as beneficially owned following the transaction.

When was the merger effective and when was the Form 4 transaction dated?

The merger was effective on 08/31/2025 and the transaction on the Form 4 is dated 08/31/2025.

Was the Form 4 filing signed and when?

The Form 4 was signed by Barbara S. Polsky on 09/03/2025 as indicated on the filing.