Form 4: PPBI General Counsel Disposes Shares Post-Merger

Steven R. Arnold, General Counsel of Pacific Premier Bancorp, disposed of 51,042 shares of common stock following the company's merger with Columbia Banking System.

Summary

• Steven R. Arnold, General Counsel & Corporate Secretary of Pacific Premier Bancorp, Inc. (PPBI), reported a disposal of 51,042 shares of PPBI Common Stock.
• The transaction occurred on August 31, 2025, which was the effective date of the merger between PPBI and Columbia Banking System, Inc.
• Following this transaction, Steven R. Arnold's beneficial ownership of PPBI Common Stock is 0 shares.
• The disposal was a direct result of the Agreement and Plan of Merger, where each PPBI common stock share was converted into 0.9150 shares of Columbia common stock.
• The reported shares included 28,831 shares of restricted stock, which were converted into Columbia restricted stock awards based on the same exchange ratio and original terms.

Sentiment

Score: 7

Explanation: The filing reports an expected, non-discretionary transaction resulting from a completed merger. It's a neutral event in itself, but the completion of a merger is generally a positive for the strategic direction of the combined entity, hence a slightly positive score.

Positives

• The completion of the merger with Columbia Banking System, Inc. indicates a successful strategic transaction for Pacific Premier Bancorp.
• The conversion of restricted stock awards into Columbia shares suggests continuity of incentive plans for key personnel post-merger.

Negatives

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

Future Outlook

The filing indicates the successful completion of the merger, with Pacific Premier Bancorp now integrated into Columbia Banking System. The conversion of shares and restricted stock awards into Columbia's equity suggests a unified future under the Columbia brand.

Industry Context

This transaction reflects the ongoing consolidation trend within the banking sector, where smaller or regional banks merge with larger entities to achieve scale, expand market reach, and potentially enhance operational efficiencies. The merger of Pacific Premier Bancorp into Columbia Banking System is consistent with this broader industry movement.

Comparison to Industry Standards

• The exchange ratio of 0.9150 shares of Columbia common stock for each PPBI share is a specific term of the merger agreement. Without the full merger agreement or market data at the time of the announcement, a direct comparison to industry-standard merger premiums or exchange ratios for similar-sized regional bank mergers (e.g., First Horizon/TD Bank, M&T Bank/People's United Financial) is not possible from this Form 4 alone.
• The conversion of restricted stock awards into the acquiring company's equity is a standard practice in mergers to retain key talent and align incentives post-acquisition.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: PPBI shareholders received Columbia common stock, impacting their future investment performance based on Columbia's operations.
• Employees: Employees holding PPBI restricted stock, like Steven R. Arnold, had their awards converted to Columbia stock, maintaining their equity incentives within the new combined entity.
• Management: PPBI management roles, including Steven R. Arnold's, were either integrated into Columbia's structure or ceased to exist as independent PPBI roles.

Next Steps

• Steven R. Arnold will now hold restricted stock awards in Columbia Banking System, Inc., subject to the original terms and conditions.
• Investors who held PPBI common stock would now hold Columbia common stock (or cash in lieu of fractional shares).

Key Dates

Keywords

PACIFIC PREMIER BANCORP, PPBI, Columbia Banking System, Merger, Form 4, Insider Transaction, Steven R. Arnold, Common Stock, Restricted Stock, Corporate Secretary, General Counsel