Rose McKinney-James Reports 12,242 PPBI Shares Converted in Merger

Rhea-AI Filing Summary

Rose McKinney-James, a director of Pacific Premier Bancorp, Inc. (PPBI), reported a sale on 08/31/2025 of 12,242 shares of PPBI common stock, leaving her with 0 shares following the transaction. The filing states the disposition 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 of August 31, 2025. Under the merger terms, each PPBI share was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid for fractional shares. The form is signed by Ms. McKinney-James on 09/03/2025.

Insights

Corporate Governance Expert

TL;DR: Director's holdings were eliminated by a merger conversion; the sale reflects transactional mechanics, not an independent open-market disposition.

The Form 4 documents a director-level disposition of 12,242 PPBI shares that resulted in zero post-transaction beneficial ownership. The filing explicitly ties the disposition to the Merger Agreement effective 08/31/2025, which converted PPBI shares into Columbia shares at a fixed exchange ratio of 0.9150 per share. From a governance perspective, the reported action appears compliance-driven and consistent with merger mechanics rather than a discretionary divestiture. The signature date is 09/03/2025, confirming timely reporting.

M&A Specialist

TL;DR: Transaction is merger-related consideration conversion; it confirms completion of the stated merger exchange ratio and fractional-cash policy.

The disclosure clarifies that PPBI common stock was converted at the agreed ratio into Columbia stock as of the Effective Time on 08/31/2025, with cash in lieu of fractional shares. The Form 4 records the mechanical disposition of 12,242 shares under the Merger Agreement rather than an independent sale. This provides a clear record that the merger closed and the exchange mechanics were applied to insider holdings.

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^*

Mckinney-James Rose

(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		12,242	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/ Rose McKinney-James	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 Rose McKinney-James report on Form 4 for PPBI?

She reported a disposition of 12,242 PPBI shares on 08/31/2025, resulting in 0 shares beneficially owned following the transaction.

Why were the shares disposed according to the Form 4?

The shares were disposed in connection with the Agreement and Plan of Merger under which PPBI merged into Columbia, effective 08/31/2025.

What exchange 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.

Does the Form 4 indicate an open-market sale by the director?

No. The filing states the disposition occurred pursuant to the Merger Agreement, not as an independent open-market sale.

When was the Form 4 signed and filed by the reporting person?

The form shows the signature of Rose McKinney-James dated 09/03/2025.