Form 4: CEO Gardner Disposes PPBI Shares in Columbia Merger

Steven R. Gardner, Chairman, President & CEO of Pacific Premier Bancorp, disposed of over 638,000 shares of PPBI common stock as part of its merger with Columbia Banking System.

Summary

• Steven R. Gardner, Chairman, President & CEO of Pacific Premier Bancorp, Inc. (PPBI), reported the disposal of 638,357 shares of PPBI common stock.
• This disposal occurred on August 31, 2025, in connection with the merger of PPBI into Columbia Banking System, Inc.
• Directly owned shares disposed: 268,716.
• Indirectly owned shares (via The Gardner Family Trust) disposed: 369,641.
• Each share of PPBI common stock was converted into 0.9150 shares of Columbia Banking System, Inc. common stock, with cash paid in lieu of fractional shares.

Sentiment

Score: 7

Explanation: The filing reports the completion of a pre-announced merger, which is a neutral event in terms of new news, but the successful execution of a strategic transaction is generally positive for the involved parties. The disposal of shares is a procedural outcome of the merger, not a discretionary sale.

Positives

• The completion of the merger indicates a successful execution of a strategic transaction for Pacific Premier Bancorp, Inc.
• Shareholders of PPBI received shares in Columbia Banking System, Inc., potentially offering exposure to a larger entity with broader market reach.

Negatives

• Pacific Premier Bancorp, Inc. ceased to exist as an independent entity following the merger.
• The reporting person, Steven R. Gardner, no longer holds direct or indirect beneficial ownership of PPBI common stock.

Risks

• Integration risks associated with combining the operations of Pacific Premier Bancorp into Columbia Banking System, Inc.
• Potential for market volatility affecting the value of the Columbia Banking System, Inc. shares received by former PPBI shareholders.

Future Outlook

The filing indicates the completion of the merger, meaning Pacific Premier Bancorp, Inc. no longer operates as an independent entity. The future outlook for former PPBI shareholders is now tied to the performance and strategic direction of Columbia Banking System, Inc.

Industry Context

This merger reflects ongoing consolidation within the banking sector, driven by factors such as economies of scale, increased regulatory burdens, and the pursuit of expanded market share and operational efficiencies. Such transactions are common as regional banks seek to strengthen their competitive positions and enhance shareholder value.

Comparison to Industry Standards

• Mergers and acquisitions are a standard strategic move in the banking industry for growth and efficiency, aligning with broader trends of consolidation among regional banks.
• The specific conversion ratio of 0.9150 shares of Columbia for each PPBI share is a deal-specific term. Its attractiveness would typically be assessed against pre-merger valuations and acquisition premiums observed in comparable banking sector transactions, though this filing does not provide the necessary data for such a detailed comparison.

Management Changes

Stakeholder Impact

• Shareholders: PPBI shareholders received shares of Columbia Banking System, Inc., changing their investment vehicle and exposure.
• Employees: Employees of PPBI would be integrated into Columbia Banking System, Inc., with potential changes in roles, responsibilities, or employment status.
• Customers: PPBI customers would become customers of Columbia Banking System, Inc., potentially experiencing changes in services, product offerings, or branding.

Next Steps

• Former PPBI shareholders will now hold shares in Columbia Banking System, Inc. and their investment performance will be tied to the combined entity.
• Columbia Banking System, Inc. will proceed with the integration of PPBI's operations, aiming to realize anticipated synergies and efficiencies.

Key Dates

Keywords

Pacific Premier Bancorp, PPBI, Columbia Banking System, Merger, Acquisition, Form 4, Insider Transaction, Steven R. Gardner, Banking, Financial Services