Form 4: Executive's Equity Converts in PPBI-Columbia Merger

Pacific Premier Bancorp executive Tom Rice's equity holdings were converted into Columbia Banking System shares following the merger effective August 31, 2025.

Summary

• The merger of Pacific Premier Bancorp, Inc. (PPBI) with and into Columbia Banking System, Inc. ("Columbia") became effective on August 31, 2025.
• Tom Rice, SEVP/Chief Innovation Officer of PPBI, reported the disposition of his PPBI securities in connection with the merger.
• Directly disposed of 30,657 shares of PPBI Common Stock, which included 30,657 shares of restricted stock (Issuer RSA).
• Indirectly disposed of 82,487 shares of PPBI Common Stock held by The Rice Family Trust.
• Disposed of a total of 49,030 PPBI Restricted Stock Units (RSUs), comprising 16,092, 16,136, and 16,802 units from separate grants.
• Each share of PPBI common stock outstanding immediately prior to the merger was converted into the right to receive 0.9150 of a share of Columbia common stock.
• PPBI restricted stock awards (RSAs) were assumed and converted into Columbia restricted stock awards based on the 0.9150 exchange ratio, retaining their original terms and conditions.
• PPBI Restricted Stock Units (RSUs) were assumed and converted into Columbia restricted stock unit awards based on the 0.9150 exchange ratio, retaining their original terms and conditions.
• Dividend equivalent rights associated with the RSUs, totaling approximately 3,846 (2,041 + 483 + 1,322), were also converted as part of the RSU conversion.

Sentiment

Score: 5

Explanation: This Form 4 is a routine regulatory filing reporting the conversion of insider equity holdings due to a completed merger. It provides factual information about a pre-announced event and does not contain new operational or financial news that would significantly alter sentiment.

Positives

• The completion of the merger ensures continuity for equity award holders, as PPBI restricted stock and restricted stock units were assumed and converted into equivalent Columbia awards, maintaining their original terms and conditions.
• The transaction provides clarity on the conversion of PPBI equity holdings for insiders following the merger.

Future Outlook

Following the merger, former Pacific Premier Bancorp, Inc. equity holders, including Tom Rice, now hold shares and equity awards of Columbia Banking System, Inc., subject to the same terms and conditions as their original awards.

Industry Context

This filing reflects a completed consolidation event within the banking sector, a trend observed as financial institutions seek scale and efficiency through mergers and acquisitions.

Related Party Transactions

• The disposition of 82,487 shares of PPBI Common Stock was held indirectly by The Rice Family Trust, indicating a transaction involving a related party.

Stakeholder Impact

• Shareholders of Pacific Premier Bancorp, Inc. have had their shares converted into Columbia Banking System, Inc. common stock.
• Employees holding equity awards in Pacific Premier Bancorp, Inc. have had their awards converted into equivalent awards in Columbia Banking System, Inc., maintaining their original terms.

Next Steps

• Tom Rice will continue to hold Columbia Banking System, Inc. common stock and converted restricted stock awards/units, subject to their original vesting schedules and terms.

Key Dates

Keywords

Merger, Acquisition, Insider Transaction, Form 4, Beneficial Ownership, Stock Conversion, Restricted Stock Units, PPBI, Columbia Banking System, Equity Awards