Form 4: Pacific Premier Bancorp Executive Reports Changes in Beneficial Ownership

Michael S. Karr, SEVP & Chief Risk Officer of Pacific Premier Bancorp, reports transactions involving PPBI common stock, including acquisitions, disposals, and transfers to a family trust.

Summary

• On March 15, 2024, Michael S. Karr acquired 15,480 shares of PPBI common stock and 3,720 shares of common stock related to vested Restricted Stock Units.
• He also acquired 483 shares related to Dividend Equivalent Rights.
• Karr disposed of 7,506 shares to cover tax liabilities.
• On March 19, 2024, Karr transferred 6,455 shares to The Karr Family Revocable Trust.
• Following these transactions, Karr directly owns 34,007 shares and indirectly owns 88,377 shares through the Karr Family Revocable Trust.
• He also holds 15,480 PPBI Restricted Stock Units.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The filing primarily reflects routine transactions related to executive compensation and tax obligations. The vesting of some RSUs is a slightly positive signal, while the sale of shares for tax purposes is a minor negative.

Positives

• Acquisition of 15,480 shares of PPBI common stock by Michael S. Karr.
• Vesting of 3,720 shares of common stock related to Restricted Stock Units indicates achievement of certain performance goals.
• Acquisition of 483 shares related to Dividend Equivalent Rights.

Negatives

• Disposal of 7,506 shares to cover tax liabilities, which could be interpreted as a slight negative signal.

Risks

• The vesting of Restricted Stock Units is contingent upon the achievement of predetermined performance goals, which may not always be met.
• Fluctuations in the company's stock price could impact the value of the shares held by Karr and the trust.

Future Outlook

The vesting of future Restricted Stock Units is dependent on the company's performance against predetermined goals, including relative total shareholder return, ROAA, and ROATCE compared to the KRX index.

Industry Context

Form 4 filings are routine disclosures required by the SEC to provide transparency into the transactions of company insiders. These filings are closely watched by investors to gauge management's sentiment and confidence in the company's prospects.

Comparison to Industry Standards

• Executive compensation packages often include restricted stock units (RSUs) that vest based on performance metrics.
• The specific metrics used by Pacific Premier Bancorp (relative TSR, ROAA, and ROATCE compared to the KRX index) are common in the banking industry.
• Keefe, Bruyette & Woods, Inc. Regional Banking Index ('KRX') is a common benchmark for regional banks.

Related Party Transactions

• Transfer of 6,455 shares to The Karr Family Revocable Trust, a related party.

Stakeholder Impact

• The transactions may have a minor impact on shareholders' perception of management's confidence in the company.
• Employees may be indirectly affected by the company's performance, which influences the vesting of performance-based RSUs.

Key Dates