Form 4: Pacific Premier Bancorp CEO Steven Gardner Reports Changes in Beneficial Ownership

Steven Gardner, Chairman, President & CEO of Pacific Premier Bancorp, reports changes in beneficial ownership of company stock, including the vesting of restricted stock units and adjustments to previously reported holdings.

Summary

• On March 15, 2025, Steven Gardner, Chairman, President & CEO of Pacific Premier Bancorp, reported changes in his beneficial ownership of the company's stock.
• These changes include the acquisition of 70,438 shares of PPBI common stock, the vesting of 15,526 restricted stock units based on performance goals, and the vesting of 2,374 dividend equivalent rights.
• Additionally, 35,784 shares were withheld to cover tax liabilities related to the vesting of restricted stock units and awards.
• An adjustment was made to correct a previous overreporting of shares by 438, and shares held by the Gardner Family Trust are now reported as indirectly beneficially owned.
• Following these transactions, Gardner directly owns 206,110 shares and indirectly owns 369,641 shares through The Gardner Family Trust.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document primarily reports transactions related to stock ownership and vesting of restricted stock units. The vesting suggests performance goals were met, which is mildly positive, but the tax withholding is a neutral event.

Positives

• The vesting of restricted stock units indicates that performance goals were met, which could be viewed positively.
• The reporting person now owns 206,110 shares directly and 369,641 indirectly.

Negatives

• 35,784 shares were withheld to cover tax liabilities, reducing the number of shares directly added to Gardner's holdings.
• A previous overreporting of shares required a correction, which could raise minor concerns about reporting accuracy.

Risks

• The value of the restricted stock units is tied to the company's performance, specifically its total shareholder return and ROAA/ROATCE compared to the Keefe, Bruyette & Woods, Inc. Regional Banking Index (KRX).
• If the company's performance declines, the value of these units could decrease.

Future Outlook

The vesting of future restricted stock units is contingent upon the company's performance against specific metrics, including total shareholder return and ROAA/ROATCE compared to the KRX index over a 3-year performance period.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. The vesting of restricted stock units based on performance metrics aligns with standard executive compensation practices in the banking industry.

Comparison to Industry Standards

• Executive compensation packages often include restricted stock units that vest based on performance metrics such as total shareholder return (TSR) and return on assets (ROA).
• Comparing Pacific Premier Bancorp's performance metrics (TSR, ROAA, ROATCE) against the Keefe, Bruyette & Woods, Inc. Regional Banking Index (KRX) is a standard practice in the regional banking sector.
• Companies like First Republic Bank (before its acquisition) and SVB Financial Group (before its collapse) also used similar performance-based compensation structures.

Stakeholder Impact

• Shareholders may view the vesting of restricted stock units positively, as it suggests the company is meeting its performance goals.
• Employees may be motivated by the performance-based compensation structure.

Key Dates