Columbia Banking System inherits S-8 registrations totaling millions of shares

Rhea-AI Filing Summary

Columbia Banking System, Inc. filed a post-effective amendment related to previously filed S-8 registration statements originally associated with Pacific Premier Bancorp, Inc. The filing lists multiple earlier S-8 registrations covering various equity compensation plans that together register several million shares (including 2,000,000; 921,762; 620,000; 525,500; 653,400; 321,600; and 463,158 shares). The document indicates Columbia Banking System, Inc. is the successor by merger to Pacific Premier Bancorp, Inc., and is executed by Kumi Yamamoto Baruffi, EVP, General Counsel and Corporate Secretary. The filing appears to update registrant information following the merger and to maintain registration of shares for employee equity plans.

Positive

• Continuity of equity programs preserved: S-8 registrations from multiple plans remain effective under the successor registrant, enabling issuance to employees
• Regulatory compliance step completed: Signature by an authorized officer documents the registrant change following the merger

Negative

• No substantive financial or operational details provided: The filing does not disclose transaction terms, dates of merger, or impacts on outstanding awards
• Aggregated share counts only: The filing lists historic registration amounts but does not specify current availability or outstanding awards

Insights

Corporate Governance Expert

TL;DR: The filing formally transfers S-8 registrations to the acquirer, preserving equity plan registrations post-merger.

This document is procedural: it consolidates historical S-8 registrations under Columbia Banking System, Inc. as successor by merger to Pacific Premier Bancorp, Inc. That preserves the ability to issue shares under existing employee equity plans without creating new registration statements. For governance teams, retaining continuity of equity compensation registrations reduces administrative burden and supports employee equity plan functioning after a change in control. The filing is limited to registration matters and contains no financial results or new plan amendments.

Securities Compliance Analyst

TL;DR: Compliance-focused recordkeeping step to reflect ownership and registrant change for previously registered shares.

The listed S-8 filings span multiple historical equity plans and register aggregate share amounts across several filings. By documenting succession by merger and providing an officer signature, the registrant aligns with SEC procedural requirements to maintain effectiveness of those registration statements. This is a routine but necessary disclosure to ensure that equity awards remain issuable under existing registrations. The filing contains no new share counts beyond the enumerated historical registrations and no material operational updates.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the S-8 POS filing for PPBI indicate about equity compensation?

The filing shows previously filed S-8 registration statements for multiple equity plans remain registered under the successor registrant, preserving the ability to issue the listed shares to employees.

Who is now the registrant for the S-8 registrations?

The filing states Columbia Banking System, Inc. is the successor by merger to Pacific Premier Bancorp, Inc., and signs the document.

How many shares are referenced across the listed S-8 filings?

The filing enumerates historic registrations including 2,000,000, 921,762, 620,000, 525,500, 653,400, 321,600, and 463,158 shares as registered in prior filings.

Does the filing provide merger terms or financial impacts?

No. The document only reflects the succession of registrant status for S-8 filings and does not disclose merger terms, dates, or financial impacts.

Who signed the filing on behalf of the registrant?

The filing is executed by Kumi Yamamoto Baruffi, EVP, General Counsel and Corporate Secretary.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 08:07 AM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on September 2, 2025

Registration Nos. 333-268953

333-217253

333-185142

333-117857

333-58642

333-51425

333-44307

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-8 Registration Statement No. 333-268953

Form S-8 Registration Statement No. 333-217253

Form S-8 Registration Statement No. 333-185142

Form S-8 Registration Statement No. 333-58642

Form S-8 Registration Statement No. 333-51425

Form S-8 Registration Statement No. 333-44307

POST-EFFECTIVE AMENDMENT NO. 2 TO

Form S-8 Registration Statement No. 333-117857

UNDER

THE SECURITIES ACT OF 1933

PACIFIC PREMIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware		33-0743196
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
17901 Von Karman Avenue, Suite 1200, Irvine, California		92614
(Address of Principal Executive Offices)		(Zip Code)

Pacific Premier Bancorp, Inc. Amended and Restated 2022 Long-Term Incentive Plan

Heritage Oaks Bancorp, Inc. 2005 Equity-Based Compensation Plan

Heritage Oaks Bancorp, Inc. 2015 Equity Incentive Plan

Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan

Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan

Life Financial Corporation 2000 Stock Incentive Plan

Amended and Restated Life Financial Corporation 1996 Stock Option Plan

Life Financial Corporation 401(k) Savings Plan

(Full Title of Plans)

Clint E. Stein

President and Chief Executive Officer

Columbia Banking System, Inc.

1301 A Street

Tacoma, Washington 98402-4200

(Name and address of agent for service)

(253) 305-1900

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐ (Do not check if a small reporting company)		Small reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 or Post-Effective Amendment No. 2, as applicable, relating to each of the following Registration Statements on Form S-8 (collectively, the “Prior Registration Statements”) is being filed by Pacific Premier Bancorp, Inc. (the “Registrant” or “Pacific Premier”) to terminate all offerings under the Prior Registration Statements and to deregister any and all shares of Pacific Premier common stock, par value $0.01 per share (the “Shares”), together with any and all plan interests and other securities registered but unsold as of the date hereof thereunder (note that the Share numbers listed below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):

1.  Registration Statement on Form S-8, File No. 333-268953, filed with the Securities and Exchange Commission (the “Commission”) on December 22, 2022, relating to the registration of 2,000,000 Shares issuable pursuant to the Pacific Premier Bancorp, Inc. Amended and Restated 2022 Long-Term Incentive Plan (certain information omitted under Rule 428 of the Securities Act of 1933).

2.  Registration Statement on Form S-8, File No. 333-217253, filed with the Commission on April 11, 2017, relating to the registration of 921,762 Shares issuable pursuant to the Heritage Oaks Bancorp, Inc. 2005 Equity-Based Compensation Plan and the Heritage Oaks Bancorp, Inc. 2015 Equity Incentive Program.

3.  Registration Statement on Form S-8, File No. 333-185142, filed with the Commission on November 26, 2012, relating to the registration of 620,000 Shares issuable pursuant to the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan.

4.  Registration Statement on Form S-8, File No. 333-117857, filed with the Commission on August 2, 2004, relating to the registration of 525,500 Shares issuable pursuant to the Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan.

5.  Registration Statement on Form S-8, File No. 333-58642, filed with the Commission on April 10, 2001, relating to the registration of 653,400 Shares issuable pursuant to the Life Financial Corporation 2000 Stock Incentive Plan.

6.  Registration Statement on Form S-8, File No. 333-51425, filed with the Commission on April 30, 1998, relating to the registration of 321,600 Shares issuable pursuant to the Amended and Restated Life Financial Corporation 1996 Stock Option Plan.

7.  Registration Statement on Form S-8, File No. 333-44307, filed with the Commission on January 15, 1998, relating to the registration of 463,158 Shares and an indeterminate amount of plan interests issuable pursuant to the Life Financial Corporation 401(k) Savings Plan.

On April 23, 2025, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Columbia Banking System, Inc. (“Columbia”) and Balboa Merger Sub, Inc., a direct, wholly owned subsidiary of Columbia (“Merger Sub”), pursuant to which, on August 31, 2025, (i) Merger Sub merged with and into Pacific Premier (the “Merger”), with Pacific Premier surviving the merger (the “Surviving Corporation”) and (ii) immediately following the Merger, the Surviving Corporation merged with and into Columbia (the “Second Step Merger” and, together with the Merger, the “Mergers”), with Columbia continuing as the surviving entity in the Second Step Merger.

In connection with the Mergers, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Prior Registration Statements. Accordingly, pursuant to the undertakings made by the Registrant in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, this Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 hereby remove from registration all of such securities registered under the Prior Registration Statements that remain unsold as of the date of this Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2, as applicable, to the Prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tacoma, State of Washington, on September 2, 2025.

COLUMBIA BANKING SYSTEM, INC. (as successor by merger to Pacific Premier Bancorp, Inc.)
By:		/s/ Kumi Yamamoto Baruffi
		Name: Kumi Yamamoto Baruffi
		Title:  EVP, General Counsel and Corporate Secretary

No other person is required to sign this Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2, as applicable, to the Prior Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.