PPBI Insider Dispositions Reflect Merger Conversion to Columbia Shares
Rhea-AI Filing Summary
Tom Rice, Senior EVP and Chief Innovation Officer of Pacific Premier Bancorp, reported multiple dispositions on 08/31/2025 tied to the completed merger of Pacific Premier Bancorp, Inc. into Columbia Banking System, Inc. Per the Merger Agreement, each outstanding Pacific Premier common share converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid for fractional shares. The filing shows Mr. Rice disposed of 113,144 shares of Pacific Premier common stock and surrendered a total of 48, (sum of reported RSU amounts) 48, + see detailed RSU counts converted into Columbia RSUs, with all previously held Pacific Premier common stock positions reported as 0 shares following the transactions. Several restricted stock awards and restricted stock units were assumed and converted into equivalent Columbia awards based on the 0.9150 exchange ratio, and dividend equivalent rights accrued for portions of the RSU awards are noted.
Positive
- Merger consideration implemented: Issuer common stock and equity awards were converted into Columbia shares under the 0.9150 exchange ratio as specified in the Merger Agreement
- Equity awards preserved: Issuer RSAs and RSUs were assumed and converted into Columbia awards that remain subject to their original terms
Negative
- Reporting person no longer holds direct PPBI common stock: Form 4 reports 0 shares owned following the reported transactions
- Substantial dispositions recorded: 113,144 shares of PPBI common stock were disposed of on 08/31/2025 in connection with the merger
Insights
TL;DR: Insider holdings converted under merger terms; disclosures reflect customary post-merger security conversions and dispositions.
The Form 4 documents that the reporting person’s Pacific Premier equity positions were disposed of or converted at the effective time of the merger into Columbia securities under the specified exchange ratio. Restricted stock awards and RSUs were assumed and converted, preserving original award terms except for the change in underlying issuer. This is a routine, material corporate event requiring Section 16 reporting; it does not by itself indicate corporate governance concerns beyond proper disclosure of insider transactions.
TL;DR: Merger consideration applied: equity converted at 0.9150 exchange ratio; awards preserved as Columbia awards per agreement.
The filing confirms implementation of the Merger Agreement mechanics: each Pacific Premier common share and equity-based award was converted into Columbia common stock or Columbia-equivalent awards, with cash for fractional shares. The reported disposal counts align with a complete change in issuer-level holdings at the effective time. The disclosure of dividend equivalent accruals and the continued subject-to-terms treatment of RSAs/RSUs is consistent with standard award assumption language in bank consolidations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | PPBI Restricted Stock Unit | 16,092 | $0.00 | -- |
| Disposition | PPBI Restricted Stock Unit | 16,136 | $0.00 | -- |
| Disposition | PPBI Restricted Stock Unit | 16,802 | $0.00 | -- |
| Disposition | PPBI Common Stock | 30,657 | $0.00 | -- |
| Disposition | PPBI Common Stock | 82,487 | $0.00 | -- |
Footnotes (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"). Includes 30,657 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. Each Restricted Stock Unit ("Issuer RSU") represents the right to receive one share of common stock. Pursuant to the Merger Agreement, at the Effective Time, each Issuer RSU was assumed and converted into a restricted stock unit award in respect of Columbia common stock ("Columbia RSU"), with the number of shares of Columbia common stock subject to each such Columbia RSU award equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU award immediately prior to the Effective Time based on target performance multiplied by (ii) the Exchange Ratio. Except as specifically provided in the Merger Agreement, each such Columbia RSU award will continue to be subject to the same terms and conditions as were applicable to the applicable Issuer RSU immediately prior to the Effective Time. Includes approximately 2,041 dividend equivalent rights accrued between May 2023 to August 2025. Each dividend equivalent right is the economic equivalent of one share of common stock. Not applicable. Includes approximately 483 dividend equivalent rights accrued between May 2025 to August 2025. Each dividend equivalent right is the economic equivalent of one share of common stock. Includes approximately 1,322 dividend equivalent rights accrued between May 2024 to August 2025. Each dividend equivalent right is the economic equivalent of one share of common stock.
