Pacific Premier Insider Form 4: Merger Conversion at 0.9150 Exchange Rate

Rhea-AI Filing Summary

Margaret S. Ohlhaver, Sr. EVP and Chief Human Resources Officer of Pacific Premier Bancorp, reported a disposition of 23,774 shares of Pacific Premier Bancorp common stock on 08/31/2025. The Form 4 states the sale occurred in connection with the Agreement and Plan of Merger dated April 23, 2025, under which Pacific Premier Bancorp was merged into Columbia Banking System, Inc.

Per the Merger Agreement, each share of Pacific Premier common stock was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid in lieu of fractional shares. The reporting person shows 0 shares beneficially owned following the reported transaction. The Form 4 was signed on 09/03/2025.

Positive

• Transaction transparently disclosed with specific share amounts and merger conversion terms (0.9150 Columbia shares per PPBI share)
• Form 4 links disposal to the Merger Agreement, clarifying the reason for the insider's disposition

Negative

• Reporting person holds 0 shares of Pacific Premier Bancorp following the reported transaction
• No information provided about any resulting Columbia Banking System holdings for the reporting person on this Form 4

Insights

M&A Specialist

TL;DR: Insider disposed shares as part of a completed merger conversion into Columbia stock at a fixed exchange ratio.

The Form 4 documents a routine conversion/disposition tied to the Merger Agreement where Pacific Premier Bancorp was merged into Columbia Banking System. The exchange ratio of 0.9150 shares of Columbia per Pacific Premier share is explicitly stated and fractional-share cash treatment is noted. This filing confirms completion mechanics for equity holders and shows the reporting insider no longer holds Pacific Premier common stock after the Effective Time.

Corporate Governance Expert

TL;DR: Disclosure is standard and timely for Section 16 reporting following a merger-related conversion of insider holdings.

The filing identifies the reporting person, role, and the precise number of shares disposed (23,774) due to the merger effective 08/31/2025. The signature date of 09/03/2025 shows the Form 4 was filed within a typical post-transaction reporting window. The document supplies clear linkage between the disposition and the Merger Agreement's terms without additional qualifiers.

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^*

Ohlhaver Margaret 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)
	Sr.EVP, Chf Human Res. Officer

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		23,774	D	(1)	0	D

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/ Margaret S. Ohlhaver	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 transaction did Margaret S. Ohlhaver report on Form 4 for PPBI?

She reported a disposition of 23,774 shares of Pacific Premier Bancorp common stock on 08/31/2025, linked to the merger with Columbia Banking System.

Why were the PPBI shares disposed of according to the Form 4?

The shares were disposed of in connection with the Merger Agreement under which Pacific Premier Bancorp merged into Columbia Banking System, Inc.

What conversion rate was used for PPBI shares in the merger?

Each PPBI share was converted into the right to receive 0.9150 shares of Columbia common stock, with cash paid for fractional shares.

How many PPBI shares does the reporting person own after the transaction?

The Form 4 reports 0 shares beneficially owned following the reported transaction.

When was the Form 4 signed by the reporting person?

The Form 4 was signed by Margaret S. Ohlhaver on 09/03/2025.