Pacific Premier (PPBI) CFO Reports RSU Vesting and Trust Transfer
Rhea-AI Filing Summary
Ronald J. Nicolas Jr., SEVP & CFO of Pacific Premier Bancorp, reported multiple equity transactions tied to the company's pending merger with Columbia Banking System. On 08/25/2025 he was credited with acquisitions totaling 138,759 shares via acceleration and vesting of Restricted Stock Units and related Dividend Equivalent Rights under the Merger Agreement, and separately acquired 96,821 and 33,171 and 33,542 RSUs as listed. On 08/27/2025 he transferred 170,749 directly owned common shares to The Nicolas Living Trust, of which he is Co-Trustee and shares voting and dispositive control. The filings show 306,599 shares beneficially owned following the transactions.
Positive
- RSUs were accelerated and vested under the Merger Agreement, converting performance units into common stock on 08/25/2025
- Form 4 discloses a clear post-transaction beneficial ownership of 306,599 shares, improving transparency
Negative
- None.
Insights
TL;DR: Insider RSUs were accelerated and vested per the Merger Agreement; a sizable block was moved to a family trust.
The report documents contractual acceleration of Restricted Stock Units tied to the Merger Agreement with Columbia Banking System, indicating that performance conditions were treated as satisfied at target levels. It also records a voluntary transfer of 170,749 directly owned shares to The Nicolas Living Trust, where the reporting person shares voting and dispositive authority. For governance, acceleration per merger terms and transfers to a trust are routine but material disclosures for ownership tracking and control.
TL;DR: Material owner-level changes: RSU vesting converted to common shares and a large transfer to an affiliated trust, updating beneficial ownership counts.
The Form 4 lists non-derivative acquisitions totaling the conversion of multiple Restricted Stock Units into shares and the recognition of dividend equivalent rights, all recorded at $0 price consistent with vesting events. Post-transaction beneficial ownership is disclosed as 306,599 shares, clarifying the reporting person's stake after the 08/25 and 08/27 transactions. These disclosures update outstanding insider holdings ahead of the announced merger.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | PPBI Common Stock | 170,749 | $0.00 | -- |
| Gift | PPBI Common Stock | 170,749 | $0.00 | -- |
| Exercise | PPBI Restricted Stock Unit | 30,108 | $0.00 | -- |
| Exercise | PPBI Restricted Stock Unit | 33,171 | $0.00 | -- |
| Exercise | PPBI Restricted Stock Unit | 33,542 | $0.00 | -- |
| Exercise | Dividend Equivalent Rights | 8,236 | $0.00 | -- |
| Exercise | PPBI Common Stock | 96,821 | $0.00 | -- |
| Exercise | PPBI Common Stock | 8,236 | $0.00 | -- |
Footnotes (1)
- Represents the acquisition of 96,821 shares of common stock underlying Restricted Stock Units that were accelerated and fully vested in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of 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 plans to merge with and into Columbia on or about September 1, 2025. Each dividend equivalent right is the economic equivalent of one share of common stock. Dividend equivalent rights accrue on the reporting person's Restricted Stock Units and become vested proportionately with the Restricted Stock Units. On August 27, 2025, the reporting person transferred 170,749 directly owned shares of Issuer common stock to The Nicolas Living Trust under agreement date 8/8/2006 (the "Trust"), Ronald J. Nicolas, Jr., Co-Trustee. The reporting person shares voting and dispositive control over shares held by the Trust. These shares are held by the Trust, Ronald J. Nicolas, Jr., Co-Trustee. The reporting person shares voting and dispositive control over shares held by the Trust. Each Restricted Stock Unit represents the right to receive one share of common stock. Performance metrics, terms and/or conditions to which these Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved or satisfied, as applicable, at the target levels. Not applicable.
