Form 4: Pacific Premier Bancorp Executive Converts Shares Post-Merger

Lori R. Wright, Sr. EVP and Deputy CFO of Pacific Premier Bancorp, disposed of all her common stock holdings as the company merged with Columbia Banking System.

Summary

• Lori R. Wright, Senior Executive Vice President and Deputy Chief Financial Officer of Pacific Premier Bancorp, Inc. (PPBI), reported the disposal of 39,970 shares of PPBI common stock.
• This transaction occurred on August 31, 2025, in connection with the merger of Pacific Premier Bancorp into Columbia Banking System, Inc.
• As per the Merger Agreement dated April 23, 2025, each share of PPBI common stock was converted into the right to receive 0.9150 of a share of Columbia Banking System common stock.
• The disposed shares included 30,612 shares of restricted stock, which were assumed and converted into restricted stock awards of Columbia common stock based on the same exchange ratio and original terms.
• Following this transaction, Lori R. Wright beneficially owns 0 shares of Pacific Premier Bancorp common stock.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which is a positive strategic event for the companies involved. While it's a routine insider transaction filing, the underlying event is significant and generally viewed favorably as it represents the culmination of a strategic plan.

Positives

• The completion of the merger between Pacific Premier Bancorp and Columbia Banking System signifies the successful execution of a strategic corporate action.
• The conversion of shares into Columbia Banking System stock provides Pacific Premier Bancorp shareholders, including the reporting person, with continued equity participation in the combined entity.
• The assumption and conversion of restricted stock awards ensure continuity of equity incentives for the reporting person under the new corporate structure.

Negatives

• The reporting person no longer holds direct beneficial ownership in Pacific Premier Bancorp, as the entity has merged.

Future Outlook

The filing indicates the successful completion of the merger, suggesting a future where Pacific Premier Bancorp's operations are integrated into Columbia Banking System. The conversion of shares and restricted stock awards implies a continued focus on the combined entity's performance.

Industry Context

This merger represents a consolidation trend within the banking sector, where smaller or regional banks are acquired by larger institutions to achieve economies of scale, expand market reach, and enhance competitive positioning. Such mergers often aim to create stronger, more diversified financial entities capable of navigating evolving economic landscapes and regulatory environments.

Comparison to Industry Standards

• Merger and acquisition activity is a common strategy in the banking industry for growth and consolidation. The exchange ratio of 0.9150 shares of Columbia for each PPBI share is a specific term of this particular deal, reflecting the negotiated valuation between the two entities.
• Without specific details on the financial performance of PPBI leading up to the merger or the market conditions at the time of the agreement, a direct comparison to global benchmarks or specific comparable companies is not feasible from this Form 4 alone. However, such transactions are typically evaluated against peer multiples (e.g., price-to-book, price-to-earnings) and premium paid in similar regional bank mergers.

Stakeholder Impact

• Shareholders: Pacific Premier Bancorp shareholders received shares of Columbia Banking System, Inc., maintaining their equity interest in the combined entity.
• Employees: The merger likely impacts employees of Pacific Premier Bancorp through integration into Columbia Banking System, potentially leading to organizational restructuring.
• Customers: Customers of Pacific Premier Bancorp will become customers of Columbia Banking System, potentially experiencing changes in services or branding.

Next Steps

• The reporting person will now hold shares in Columbia Banking System, Inc.
• Pacific Premier Bancorp, Inc. will cease to exist as an independent publicly traded entity.
• Integration of Pacific Premier Bancorp's operations into Columbia Banking System will continue.

Key Dates

Recommendation

This Form 4 filing reports a completed merger transaction, which is a historical event for Pacific Premier Bancorp. For investors holding PPBI shares, the transaction has already occurred, converting their shares into Columbia Banking System stock. Therefore, the recommendation would shift to 'hold' for the newly acquired Columbia shares, pending further analysis of the combined entity's prospects. For those not holding PPBI, this filing confirms the completion of the merger, which was likely priced into the market previously.

Keywords

Pacific Premier Bancorp, PPBI, Columbia Banking System, Merger, Form 4, Insider Transaction, Lori R. Wright, Stock Conversion, Restricted Stock, Banking, Financial Services