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

Tom Rice, SEVP/Chief Innovation Officer of Pacific Premier Bancorp, reports transactions involving PPBI common stock, including the vesting of restricted stock units and a transfer of shares to the Rice Family Trust.

Summary

• On March 15, 2025, Tom Rice, SEVP/Chief Innovation Officer of Pacific Premier Bancorp, reported several transactions involving PPBI common stock.
• These transactions include the acquisition of 15,653 shares of restricted stock, the vesting of 2,527 shares of common stock from previously granted restricted stock units, and the acquisition of 387 dividend equivalent rights.
• Additionally, 8,367 shares were withheld to cover tax liabilities related to the vesting of restricted stock units, restricted stock awards, and dividend equivalent rights.
• On March 18, 2025, Rice transferred 7,550 shares of PPBI common stock to the Rice Family Trust.
• Following these transactions, Rice directly owns 42,207 shares of PPBI common stock and indirectly owns 80,589 shares through the Rice Family Trust.
• The reported restricted stock units are subject to performance-based vesting, with the actual number of shares vesting dependent on the company's performance against predetermined goals over a 3-year period.

Sentiment

Score: 6

Explanation: The document is neutral in tone, reporting factual transactions. The vesting of restricted stock units suggests positive performance, but the overall impact is limited to insider ownership and compensation.

Positives

• The vesting of restricted stock units indicates that performance goals were met, which could be viewed positively.

Negatives

• The withholding of 8,367 shares for tax liabilities reduces the number of shares directly held by the reporting person.

Risks

• The vesting of restricted stock units is contingent upon the company's future performance, which may not always meet the predetermined goals.
• The value of the shares held is subject to market fluctuations and the overall performance of Pacific Premier Bancorp.

Future Outlook

The vesting of future restricted stock units depends on the company's performance against predetermined goals over a 3-year performance period, specifically related to total shareholder return and ROAA/ROATCE compared to the KRX index.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. The vesting of performance-based equity compensation is a standard practice to align management's interests with those of shareholders.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies, particularly in the financial sector.
• Companies like Bank of America, JP Morgan Chase, and Wells Fargo also utilize similar metrics such as total shareholder return and return on assets to determine vesting of executive compensation.
• The Keefe, Bruyette & Woods, Inc. Regional Banking Index (KRX) is a standard benchmark for regional banks, making it a relevant comparison group for Pacific Premier Bancorp.

Stakeholder Impact

• The transfer of shares to the Rice Family Trust may have implications for the long-term ownership structure of the company.
• The vesting of performance-based equity compensation aligns management's interests with those of shareholders, potentially driving value creation.

Key Dates