Pacific Premier CEO Converts All Shares Under Columbia Merger (PPBI)

Rhea-AI Filing Summary

Steven R. Gardner, Chairman, President & CEO of Pacific Premier Bancorp, reported the disposition of his holdings in the issuer's common stock on 08/31/2025 pursuant to a Merger Agreement under which Pacific Premier Bancorp merged into Columbia Banking System, Inc. He disposed of 268,716 shares directly and 369,641 shares indirectly (held by The Gardner Family Trust), leaving 0 shares beneficially owned following the reported transactions. Under the merger terms each Pacific Premier share was converted into 0.9150 shares of Columbia common stock, with cash paid for fractional shares.

Positive

• Dispositions were executed pursuant to the Merger Agreement, indicating the transactions are part of a structured corporate combination.
• Conversion ratio disclosed (0.9150) provides clear, quantitative terms for how Pacific Premier shares were exchanged into Columbia shares.

Negative

• Reporting person holds 0 shares following the transactions, eliminating direct beneficial ownership in Pacific Premier common stock.
• Indirect holdings via The Gardner Family Trust reduced to 0, removing previously reported indirect exposure to the issuer.

Insights

Financial Analyst

TL;DR: Insider disposed of all reported Pacific Premier common shares as part of the announced merger; transactions appear routine.

The Form 4 shows a full disposition of both direct and indirect holdings by the CEO/chairman tied explicitly to the Merger Agreement. The move reflects transaction mechanics rather than an open-market sale: shares were converted under the agreed exchange ratio of 0.9150 Columbia shares per Pacific Premier share, with cash for fractions. For investors, this is a corporate action outcome rather than an indicator of additional insider selling beyond the merger consideration.

M&A Specialist

TL;DR: The reported disposals are a material, confirmable effect of the merger implementation and finalize consideration delivery to a key insider.

The disclosure documents the mechanics at the Effective Time of the Merger Agreement: outstanding Pacific Premier shares were converted into Columbia shares at 0.9150 per share, producing the reported share dispositions and a post-transaction beneficial ownership of 0 for the reporting person. This filing confirms completion steps of the deal and the transfer of economic interest as specified in the merger terms.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GARDNER STEVEN R

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

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		268,716	D	(1)	0	D
PPBI Common Stock	08/31/2025		D		369,641	D	(1)	0	I	By The Gardner Family Trust

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/ Steven R. Gardner	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 transactions did Steven R. Gardner report on the Form 4 for PPBI?

He reported dispositions of 268,716 shares directly and 369,641 shares indirectly (via The Gardner Family Trust), resulting in 0 shares owned after the transactions.

Why were the PPBI shares disposed of by the reporting person?

The dispositions were made in connection with the Merger Agreement by which Pacific Premier Bancorp merged into Columbia Banking System, Inc., with shares converted per the merger terms.

What was the exchange ratio applied to Pacific Premier shares in the merger?

Each Pacific Premier common share outstanding immediately prior to the Effective Time was converted into the right to receive 0.9150 shares of Columbia common stock, with cash for fractional shares.

Did the Form 4 disclose any derivative transactions?

No. Table II for derivative securities shows no reported transactions or holdings in derivative securities.

Who filed the Form 4 and what is his role at the issuer?

The Form 4 was filed by Steven R. Gardner, who is identified as Chairman, President & CEO and a director of Pacific Premier Bancorp.