PPBI Insider Report: 140,611 Indirect Shares Disposed as Merger Completes

Rhea-AI Filing Summary

Jeff C. Jones, a director of Pacific Premier Bancorp, Inc. (PPBI), reported the disposition of all his PPBI common stock on 08/31/2025 related to the merger with Columbia Banking System, Inc. The Form 4 shows Mr. Jones disposed of 8,901 shares held directly, 134,611 shares held indirectly through The Jones Family Trust, and 6,000 shares held indirectly by his spouse, leaving him with 0 shares of PPBI following the reported transactions. The filing states that at the merger effective time each PPBI share was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid for fractional shares.

The disposition is disclosed as occurring pursuant to the Agreement and Plan of Merger dated April 23, 2025, with the Effective Time on August 31, 2025. The Form 4 is signed by Jeff C. Jones on 09/03/2025 and identifies his relationship to the issuer as Director.

Positive

• Merger completion disclosed: The filing confirms PPBI was merged into Columbia, and the effective conversion terms (0.9150 Columbia shares per PPBI share) are provided.
• Full compliance with Section 16 reporting: The Form 4 identifies the reporting person, relationship, transaction dates, and provides a signed disclosure dated 09/03/2025.

Negative

• Director no longer holds PPBI shares: Post-transaction reported beneficial ownership is 0 shares, removing insider ownership of PPBI common stock.
• Significant indirect disposition: A total of 140,611 shares were disposed indirectly via trust and spouse, representing a material insider ownership change for this individual.

Insights

Financial Analyst

TL;DR: Director disposed all PPBI holdings in connection with the Columbia merger; conversion ratio disclosed at 0.9150.

The Form 4 documents a complete disposition of PPBI common stock by director Jeff C. Jones on 08/31/2025, consisting of 8,901 shares directly and 140,611 shares indirectly through family trust and spouse, resulting in zero retained PPBI shares. The filing confirms the corporate action driving the disposals was the Merger Agreement with Columbia, which converted PPBI shares into Columbia shares at a 0.9150 exchange ratio and provided cash for fractional shares. For investors, this is an administrative insider report of ownership change tied to a completed M&A transaction rather than voluntary open-market selling.

Corporate Governance Expert

TL;DR: Insider disclosure aligns with Section 16 reporting for a merger-related disposition; ownership reduced to zero.

The disclosure is consistent with Section 16 requirements: it identifies the reporting person, relationship (Director), transaction date (08/31/2025), and the nature of the disposition linked to the Merger Agreement dated April 23, 2025. The explanation clarifies conversion mechanics (0.9150 Columbia shares per PPBI share) and treatment of fractional shares. The signature dated 09/03/2025 completes the Form 4 filing obligations. This is a routine, material corporate-event disclosure rather than an indicator of governance concerns.

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^*

JONES JEFF C

(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		8,901	D	(1)	0	D
PPBI Common Stock	08/31/2025		D		134,611	D	(1)	0	I	By The Jones Family Trust
PPBI Common Stock	08/31/2025		D		6,000	D	(1)	0	I	By Spouse

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/ Jeff C. Jones	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 Jeff C. Jones report on Form 4 for PPBI?

The Form 4 reports Mr. Jones disposed of all his PPBI common stock on 08/31/2025, including 8,901 shares directly and 140,611 shares indirectly, leaving him with 0 PPBI shares.

Why were the PPBI shares disposed according to the filing?

The dispositions occurred in connection with the Agreement and Plan of Merger dated April 23, 2025, under which PPBI merged into Columbia and PPBI shares were converted at a 0.9150 Columbia shares per PPBI share ratio.

What was the transaction date and when was the Form 4 signed?

The reported transactions occurred on 08/31/2025 and the Form 4 was signed by Jeff C. Jones on 09/03/2025.

How many shares did the reporting person hold indirectly and through what entities?

The filing shows 134,611 shares indirectly held by The Jones Family Trust and 6,000 shares indirectly held by the reporting person’s spouse.

What happens to fractional shares under the merger?

The filing states fractional shares were settled in cash (without interest) in lieu of issuing fractional Columbia shares.