Form 4: PPBI Executive Sells Shares for Merger Tax Liability

Pacific Premier Bancorp's Sr. EVP & Chief Credit Officer, Donn Jakosky, disposed of 14,938 shares to cover tax obligations from accelerated restricted stock vesting ahead of the Columbia merger.

Summary

• Donn Bordon Jakosky, Sr. EVP & Chief Credit Officer of Pacific Premier Bancorp Inc. (PPBI), reported a transaction on August 25, 2025.
• The transaction involved the disposition of 14,938 shares of PPBI Common Stock at a price of $24.3 per share.
• This disposition was for the payment of tax liability due to the accelerated vesting of previously issued restricted stock.
• The accelerated vesting and stock release are connected to the Agreement and Plan of Merger, dated April 23, 2025, between Columbia Banking System, Inc. and Pacific Premier Bancorp, Inc.
• Pacific Premier Bancorp plans to merge with and into Columbia Banking System on or about September 1, 2025.
• Following this transaction, Mr. Jakosky beneficially owns 45,774 shares of PPBI Common Stock directly.

Sentiment

Score: 5

Explanation: The transaction is a routine, tax-related disposition of shares following accelerated vesting due to a pre-announced merger. It does not indicate a change in the company's fundamental performance or outlook, but rather a procedural event for an executive.

Positives

• Accelerated vesting of restricted stock for the reporting person, indicating a realization of equity value.

Negatives

• Reduction in the reporting person's direct beneficial ownership by 14,938 shares.

Future Outlook

Pacific Premier Bancorp, Inc. plans to merge with and into Columbia Banking System, Inc. on or about September 1, 2025.

Management Comments

• Reflects payment of tax liability by withholding shares of stock incident to accelerated vesting of restricted stock previously issued. The accelerated vesting and the release of stock was in connection with the Agreement and Plan of Merger, dated as of April 23, 2025, by and among Columbia Banking System, Inc. ("Columbia"), Pacific Premier Bancorp, Inc. ("the Issuer") and Balboa Merger Sub, Inc., pursuant to which the Issuer plans to merge with and into Columbia on or about September 1, 2025.

Industry Context

This transaction occurs within the banking sector, specifically in the context of ongoing consolidation and M&A activity. The planned merger between Pacific Premier Bancorp and Columbia Banking System represents a strategic move to potentially enhance market position and operational scale in a competitive financial services landscape.

Stakeholder Impact

• Shareholders: A minor reduction in direct insider ownership, but the primary impact for shareholders stems from the previously announced merger, which this transaction is a consequence of.
• Employees: The merger could lead to integration efforts and potential changes in roles, though not directly detailed in this filing.

Next Steps

• Completion of the merger between Pacific Premier Bancorp, Inc. and Columbia Banking System, Inc. on or about September 1, 2025.

Key Dates

Keywords

Pacific Premier Bancorp, PPBI, Columbia Banking System, Merger, Insider Trading, Form 4, Restricted Stock, Tax Liability, Executive Compensation, Banking