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

Corporate Governance Expert

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.

Securities Analyst

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.

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

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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^*

Nicolas Ronald J. Jr.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		M		96,821(1)	A	(1)	162,513	D
PPBI Common Stock	08/25/2025		M		8,236	A	(2)	170,749	D
PPBI Common Stock	08/27/2025		G(3)		170,749	D	$0	0	D
PPBI Common Stock	08/27/2025		G(3)		170,749	A	$0	306,599	I	The Nicolas Living Trust(4)

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
PPBI Restricted Stock Unit	(5)	08/25/2025		M			30,108	(5)	(6)	PPBI Common Stock	30,108	$0	0	D
PPBI Restricted Stock Unit	(5)	08/25/2025		M			33,171	(5)	(6)	PPBI Common Stock	33,171	$0	0	D
PPBI Restricted Stock Unit	(5)	08/25/2025		M			33,542	(5)	(6)	PPBI Common Stock	33,542	$0	0	D
Dividend Equivalent Rights	(2)	08/25/2025		M			8,236	(2)	(6)	PPBI Common Stock	8,236	(2)	0	D

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

6. Not applicable.

Remarks:

	/s/ Ronald J. Nicolas Jr.	08/27/2025
	** 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

What transactions did Ronald J. Nicolas Jr. report on Form 4 for PPBI?

He reported acquisitions via acceleration/vesting of Restricted Stock Units and Dividend Equivalent Rights on 08/25/2025 and a transfer of 170,749 shares to The Nicolas Living Trust on 08/27/2025.

Why were Restricted Stock Units converted to common stock on 08/25/2025?

The filing states the RSUs were accelerated and fully vested in connection with the Agreement and Plan of Merger dated April 23, 2025, with Columbia Banking System.

How many shares does the reporting person beneficially own after the reported transactions?

The Form 4 reports 306,599 shares beneficially owned following the reported transactions.

What is The Nicolas Living Trust's role in these transactions?

On 08/27/2025, 170,749 directly owned shares were transferred to The Nicolas Living Trust; Ronald J. Nicolas Jr. is Co-Trustee and shares voting and dispositive control.

Were any prices reported for the stock transactions?

No purchase price was reported for the RSU conversions or dividend equivalent rights; derivative entries list $0 consistent with vesting events.