Form 4: PPBI Chief Risk Officer Disposes Shares Post-Merger

Michael S. Karr, SEVP & Chief Risk Officer of Pacific Premier Bancorp, disposed of all his common stock holdings following the company's merger with Columbia Banking System.

Summary

• Michael S. Karr, SEVP & Chief Risk Officer of Pacific Premier Bancorp, Inc., reported the disposal of 127,417 shares of PPBI Common Stock.
• The transaction occurred on August 31, 2025, which was the effective time of the merger between Pacific Premier Bancorp, Inc. and Columbia Banking System, Inc.
• Pursuant to the merger agreement dated April 23, 2025, each share of Pacific Premier Bancorp common stock was converted into the right to receive 0.9150 of a share of Columbia common stock.
• Following this transaction, Mr. Karr's beneficial ownership of Pacific Premier Bancorp common stock is 0 shares directly and 0 shares indirectly through The Karr Family Revocable Trust.

Sentiment

Score: 7

Explanation: The filing reports a routine, expected transaction following a merger. It is neutral in terms of new positive or negative news, but the completion of a merger is generally a definitive event for the acquired company's shareholders and a step forward for the acquiring company.

Positives

• The transaction confirms the successful completion and execution of the Agreement and Plan of Merger between Pacific Premier Bancorp, Inc. and Columbia Banking System, Inc.
• The clear conversion ratio of 0.9150 shares of Columbia common stock for each PPBI share provides transparency for former Pacific Premier Bancorp shareholders.

Negatives

• The disposal of all shares by a senior executive signifies the cessation of Pacific Premier Bancorp, Inc. as an independent publicly traded entity.

Future Outlook

The filing primarily reports a completed transaction and does not provide forward-looking statements regarding the future performance or strategic direction of the combined entity, Columbia Banking System, Inc. The future outlook for former Pacific Premier Bancorp shareholders is now tied to the performance of Columbia Banking System, Inc.

Industry Context

This transaction is a direct result of the ongoing consolidation trend within the U.S. banking sector, where regional banks merge to achieve greater scale, enhance market presence, and improve operational efficiencies. The merger of Pacific Premier Bancorp into Columbia Banking System, Inc. exemplifies this strategic movement towards larger, more diversified financial institutions.

Comparison to Industry Standards

• The disposal of shares by an executive following a merger is a standard and expected procedural outcome, as the acquired company's stock ceases to exist.
• The specific conversion ratio of 0.9150 shares of Columbia common stock for each PPBI share is a negotiated term of the merger agreement, reflecting the relative valuations and strategic considerations at the time of the deal announcement. Without specific details of comparable bank mergers at the time of the agreement, a direct benchmark comparison of the ratio itself is not feasible from this filing alone.

Management Changes

Related Party Transactions

• Michael S. Karr, an executive of Pacific Premier Bancorp, Inc., disposed of his shares in connection with the company's merger. His indirect ownership through The Karr Family Revocable Trust was also reported as part of this transaction.

Stakeholder Impact

• Shareholders (former PPBI): Their shares have been converted into Columbia Banking System, Inc. common stock, making them shareholders of the combined entity.
• Employees (former PPBI): While not explicitly detailed, the merger implies organizational restructuring and potential changes for employees, including the cessation of executive roles specific to Pacific Premier Bancorp, Inc.

Next Steps

• Former shareholders of Pacific Premier Bancorp, Inc. now hold shares in Columbia Banking System, Inc.
• Columbia Banking System, Inc. will continue the integration of Pacific Premier Bancorp, Inc.'s operations.

Key Dates

Recommendation

The filing reports the completion of a previously announced merger and the subsequent disposal of shares by an executive of the acquired entity. This is a factual report of a past event and does not provide new information that would warrant a change in investment recommendation for the acquiring company (Columbia Banking System, Inc.). For Pacific Premier Bancorp, Inc., the stock no longer trades, and former shareholders now hold Columbia stock.

Keywords

PACIFIC PREMIER BANCORP, PPBI, Columbia Banking System, Merger, Form 4, Insider Transaction, Stock Disposal, Michael S. Karr, Chief Risk Officer, Bank Merger