Pacific Premier (PPBI) Insider Accelerates RSUs, Transfers 39,216 Shares to Trust

Rhea-AI Filing Summary

Pacific Premier Bancorp director and SEVP & Chief Risk Officer Michael S. Karr reported multiple transactions in the issuer's common stock tied to the announced merger with Columbia Banking System, Inc. On 08/25/2025 Mr. Karr had Restricted Stock Units accelerated and fully vested under the Merger Agreement, resulting in acquisitions of underlying shares and dividend equivalent rights. Shares were withheld to satisfy tax withholdings. On 08/27/2025 Mr. Karr transferred 39,216 directly owned shares to The Karr Family Revocable Trust dated February 15, 2005, over which he shares voting and dispositive control. Following transactions, Mr. Karr beneficially owned 127,417 shares indirectly through the Trust.

Positive

• Equity awards accelerated and vested under the Merger Agreement, converting Restricted Stock Units into common shares
• Disclosure of tax withholding via share retention shows routine compensation settlement mechanics
• Transfer to a family trust maintains transparency by noting shared voting and dispositive control

Negative

• No material negative items disclosed in the Form 4 beyond transactions tied to the Merger Agreement

Insights

M&A Specialist

TL;DR: Insider equity acceleration and transfers reflect standard merger-related vesting and estate planning; increases indirect holdings via a family trust.

The reporting shows accelerated vesting of Restricted Stock Units and related Dividend Equivalent Rights pursuant to the Merger Agreement with Columbia Banking System, Inc., producing immediate share delivery and tax-withholding via share retention. The accelerated vesting was treated as satisfied at target performance levels under the Agreement. The subsequent transfer of 39,216 shares into The Karr Family Revocable Trust moves direct holdings into an indirect, trust-held position while maintaining the reporting person’s shared control. For investors, these are transactional mechanics tied to the corporate combination rather than open-market trading activity.

Corporate Governance Expert

TL;DR: Transactions are governance- and compensation-driven actions tied to a merger, not indicative of unscheduled insider disposition.

The Form 4 discloses acceleration of equity awards and routine withholding for taxes consistent with merger consideration arrangements. The transfer to a family revocable trust is disclosed with retained shared voting and dispositive control, preserving transparency. No sales for cash proceeds were reported; derivative awards were converted into shares. This filing is a routine, material disclosure of insider compensation treatment in a corporate control event.

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
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hours per response:			0.5

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^*

Karr Michael S

(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 & Chief Risk Officer

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		45,184(1)	A	(1)	75,841	D
PPBI Common Stock	08/25/2025		M		3,842	A	(2)	79,683	D
PPBI Common Stock	08/25/2025		F		40,467(3)	D	$24.3	39,216	D
PPBI Common Stock	08/27/2025		G(4)		39,216	D	$0	0	D
PPBI Common Stock	08/27/2025		G(4)		39,216	A	$0	127,417	I	The Karr Family Revocable Trust dated February 15, 2005(5)

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	(6)	08/25/2025		M			14,051	(6)	(7)	PPBI Common Stock	14,051	$0	0	D
PPBI Restricted Stock Unit	(6)	08/25/2025		M			15,480	(6)	(7)	PPBI Common Stock	15,480	$0	0	D
PPBI Restricted Stock Unit	(6)	08/25/2025		M			15,653	(6)	(7)	PPBI Common Stock	15,653	$0	0	D
Dividend Equivalent Rights	(2)	08/25/2025		M			3,842	(2)	(7)	PPBI Common Stock	3,842	(2)	0	D

Explanation of Responses:

1. Represents the acquisition of 45,184 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. Reflects payment of tax liability by withholding shares of stock incident to accelerated vesting of restricted stock, restricted stock units and dividend equivalent rights previously issued. The accelerated vesting and the release of stock was in connection with the Merger Agreement.

4. On August 27, 2025, the reporting person transferred 39,216 directly owned shares of Issuer common stock to The Karr Family Revocable Trust dated February 15, 2005 (the "Trust"). The reporting person shares voting and dispositive control over shares held by the Trust.

5. Shares held by the Trust dated February 15, 2005.

6. 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.

7. Not applicable.

Remarks:

	/s/ Michael S. Karr	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.
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 Michael S. Karr report on Form 4 for PPBI?

He reported accelerated vesting of Restricted Stock Units and Dividend Equivalent Rights on 08/25/2025, share withholding for taxes, and a transfer of 39,216 shares to a family trust on 08/27/2025.

How many PPBI shares does Michael S. Karr beneficially own after these transactions?

He beneficially owns 127,417 shares indirectly following the reported transactions.

Why were the Restricted Stock Units accelerated for Mr. Karr?

The RSUs were accelerated and deemed satisfied at target levels pursuant to the Agreement and Plan of Merger dated April 23, 2025.

Did Mr. Karr sell shares for cash in these transactions?

No sale for cash was reported; shares were withheld to pay tax liabilities and other shares were transferred to a trust.

What is the nature of the trust that received 39,216 shares?

The shares were transferred to The Karr Family Revocable Trust dated February 15, 2005; Mr. Karr shares voting and dispositive control over those shares.