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OPUS BANK ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 TABLE OF CONTENTS
PART IV

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As filed with the Securities and Exchange Commission on March 13, 2020

Registration No. 333-                


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



PACIFIC PREMIER BANCORP, INC.
(Exact name of Registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  6022
(Primary Standard Industrial
Classification Code No.)
  33-0743196
(I.R.S. Employer
Identification No.)

17901 Von Karman Ave., Suite 1200
Irvine, California 92614
(949) 864-8000

(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)



Steven R. Gardner
President and Chief Executive Officer
Pacific Premier Bancorp, Inc.
17901 Von Karman Ave., Suite 1200
Irvine, California 92614
(949) 864-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)



with a copy to:

Jeffrey D. Haas, Esq.
Shawn M. Turner, Esq.
Holland & Knight LLP
800 17th Street, NW, Suite 1100
Washington, DC 20006
Telephone: (202) 955-3000

 

H. Rodgin Cohen, Esq.
Stephen M. Salley, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Telephone: (212) 558-4000



Approximate date of commencement of proposed sale to the public:
As soon as practicable following the effectiveness of this Registration Statement, satisfaction or waiver of the other conditions to closing of the merger described herein, and consummation of the merger.

             If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o

Emerging growth company o

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o



Calculation of Registration Fee

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered

  Proposed Maximum
Offering Price Per
Share or Unit

  Proposed Maximum
Aggregate Offering
Price(2)

  Amount of
Registration Fee(3)

 

Common stock, par value $0.01 per share

  32,737,426(1)   N/A   $574,050,765   $74,511.79

 

(1)
Based upon an estimate of the maximum number of shares of common stock, par value $0.01 per share, of Pacific Premier Bancorp, Inc., or Pacific Premier, to be issued pursuant to the Agreement and Plan of Reorganization, dated as of January 31, 2020, or the merger agreement, by and among Pacific Premier, Pacific Premier Bank and Opus Bank, or Opus, based on 36,374,918 shares of Opus common stock, no par value per share, or Opus common stock, that may be outstanding at the effective time of the merger of Opus with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution, which we refer to as the merger. The number of outstanding shares of Opus common stock includes (a) 677,002 restricted shares of Opus common stock that may vest in connection with the merger, (b) 1,555,550 shares of Opus common stock that may be issued to the holders of Opus series A non-cumulative, non-voting preferred stock, no par value per share, or Opus preferred stock, (c) 311,350 shares of Opus common stock that may be issued to the holders of Opus preferred stock upon the exercise of all outstanding warrants to purchase Opus preferred stock, (d) 140,625 shares of Opus common stock that may be issued upon exercise of all outstanding warrants to purchase shares of Opus common stock, (e) 677,002 shares of Opus common stock that may be issued upon exercise or vesting of outstanding awards made pursuant to Opus's 2010 Long-Term Incentive Plan, as amended and its 2018 Long-Term Incentive Plan, and (f) an exchange ratio 0.9000 of a share of Pacific Premier common stock for each share of Opus common stock being converted into, and canceled in exchange for the right to receive shares of Pacific Premier common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement also covers additional securities that may be issued as a result of stock splits, stock dividends or similar transactions.

(2)
Pursuant to Rule 457(f) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based on $17.535, which is the average high and low prices reported for Opus's common stock on the NASDAQ Global Select Market on March 11, 2020, which was within five business days prior to the date of filing of this Registration Statement, in accordance with Rule 457(f)(1).

(3)
Determined in accordance with Section 6(b) of the Securities Act at a rate of $129.80 per $1,000,000 of the proposed maximum aggregate offering price.



             The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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THE INFORMATION IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. PACIFIC PREMIER BANCORP, INC. MAY NOT ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED MARCH 13, 2020

LOGO

17901 Von Karman Avenue, Suite 1200
Irvine, California 92614

To the shareholders of Pacific Premier Bancorp, Inc.:

          On January 31, 2020, Pacific Premier Bancorp, Inc., which we refer to as Pacific Premier, Pacific Premier Bank, the wholly-owned bank subsidiary of Pacific Premier, and Opus Bank, which we refer to as Opus, entered into an agreement and plan of reorganization, which we refer to as the merger agreement, to acquire Opus. If the required shareholder and regulatory approvals are obtained, all closing conditions are satisfied or waived and the merger is subsequently completed, Opus will be merged with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution, which we refer to as the merger.

          You are cordially invited to attend a special meeting of Pacific Premier's shareholders, referred to as the Pacific Premier special meeting, to be held at             a.m., Pacific Time, on                at 17901 Von Karman Avenue, Suite 200, Irvine, California 92614. At the Pacific Premier special meeting, Pacific Premier's shareholders will be asked to consider and vote upon a proposal to approve the issuance of shares of Pacific Premier common stock, par value $0.01 per share, which we refer to as Pacific Premier common stock, in connection with the merger. Opus also will hold a special meeting of its shareholders to consider the proposed merger agreement and related matters. Pacific Premier, Pacific Premier Bank and Opus cannot complete the proposed merger unless Pacific Premier's shareholders vote to approve the issuance of shares of Pacific Premier common stock in connection with the merger and Opus's shareholders vote to approve the merger agreement. This letter is accompanied by the attached joint proxy statement/prospectus, which Pacific Premier's board of directors is providing to solicit your proxy to vote for the approval of the issuance of shares of Pacific Premier common stock in connection with the merger. We refer to this solicitation as the Pacific Premier proxy solicitation.

          If the required shareholder and regulatory approvals are obtained and the merger is subsequently completed, upon effectiveness of the merger,

    each outstanding share of Opus common stock, no par value, which we refer to as Opus common stock, will be converted into, and canceled in exchange for, the right to receive 0.9000 of a share of Pacific Premier common stock, which we refer to as the exchange ratio; and

    each outstanding share of Opus series A non-cumulative, non-voting preferred stock, or Opus preferred stock, will be converted into, and canceled in exchange for, the right to receive that number of shares of Pacific Premier common stock equal to the product of (i) the number of shares of Opus common stock into which such share of Opus preferred stock is convertible in connection with, and as a result of, the merger, and (ii) the exchange ratio.

Cash will be paid in lieu of any fractional share interest. We refer to the aggregate consideration to be paid to the Opus shareholders in the merger as the merger consideration.

          The implied value of the merger consideration to be paid to Opus shareholders is based on the exchange ratio of 0.9000 of a share of Pacific Premier common stock for each share of Opus common stock. The implied value per share of Opus common stock on            , 2020, was $          , which amount was based on the $        closing price per share of Pacific Premier common stock on that date. The value of the merger consideration will fluctuate based on the market price of Pacific Premier common stock. Consequently, the value of the merger consideration will not be known at the time you vote on the issuance of shares of Pacific Premier common stock in connection with the merger. Pacific Premier expects to issue approximately            shares of Pacific Premier common stock in the aggregate upon completion of the merger. Pacific Premier's common stock is listed on the NASDAQ Global Select Market under the symbol "PPBI." You should obtain current market quotations for the Pacific Premier common stock.

          Based on our reasons for the merger described in the accompanying document, our board of directors has determined that the issuance of shares of Pacific Premier common stock in connection with the merger is in the best interests of Pacific Premier and its shareholders. Accordingly, our board of directors unanimously recommends that you vote "FOR" the issuance of shares of Pacific Premier common stock in connection with the merger. The accompanying joint proxy statement/prospectus gives you detailed information about the Pacific Premier special meeting, the merger and the issuance of shares of Pacific Premier common stock in connection with the merger and related matters. In addition to being a proxy statement of Pacific Premier, this document is also the proxy statement for the solicitation of proxies from Opus shareholders to vote to approve the merger agreement and is the prospectus of Pacific Premier for the shares of its common stock that will be issued to Opus shareholders in connection with the merger.

          We encourage you to read this entire document carefully, including the considerations discussed under "Risk Factors" beginning on page 41, and the appendices to the accompanying joint proxy statement/prospectus, which include the merger agreement.

          Your vote is very important. The merger cannot be completed unless a majority of the votes cast by the holders of shares of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting vote in favor of the approval of the issuance of shares of Pacific Premier common stock in connection with the merger. Whether or not you plan to attend the Pacific Premier special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by following the instructions to vote via the Internet or by telephone indicated on the proxy card.

          We appreciate your continuing loyalty and support and, should you choose to attend, we look forward to seeing you at the Pacific Premier special meeting.

    Sincerely,

 

 

GRAPHIC

 

 

Steven R. Gardner
Chairman, President and Chief Executive Officer

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Pacific Premier common stock to be issued in the merger or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

          The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

   

          This joint proxy statement/prospectus is dated            , 2020 and is being first mailed to Pacific Premier shareholders and Opus on or about            , 2020.


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GRAPHIC

19900 MacArthur Boulevard, 12th Floor
Irvine, California 92612

To the shareholders of Opus Bank:

        On January 31, 2020, Pacific Premier Bancorp, Inc., which we refer to as Pacific Premier, Pacific Premier Bank, the wholly-owned bank subsidiary of Pacific Premier, and Opus Bank, which we refer to as Opus, entered into an agreement and plan of reorganization, which we refer to as the merger agreement, to acquire Opus Bank, which we refer to as Opus. If the required shareholder and regulatory approvals are obtained, all closing conditions are satisfied or waived and the merger is subsequently completed, Opus will be merged with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution, which we refer to as the merger.

        You are cordially invited to attend a special meeting of Opus's shareholders, referred to as the Opus special meeting, to be held at 9:00 a.m., Pacific Time, on                at the Pacific Club, 4110 MacArthur Blvd, Newport Beach, California 92660. At the Opus special meeting, Opus's shareholders will be asked to consider and vote upon a proposal to approve the proposed merger agreement, a proposal to approve on a non-binding, advisory basis the compensation that certain named executive officers of Opus may receive that is based on or otherwise relates to the merger and related matters. Pacific Premier will also hold a special meeting of shareholders to consider the issuance of shares of Pacific Premier common stock, par value $0.01 per share, which we refer to as Pacific Premier common stock, in connection with the merger. Pacific Premier, Pacific Premier Bank and Opus cannot complete the proposed merger unless Pacific Premier's shareholders vote to approve the issuance of shares of Pacific Premier common stock in connection with the merger and Opus's shareholders vote to approve the merger agreement. This letter is accompanied by the attached joint proxy statement/prospectus, which Opus's board of directors, or the Opus board, is providing to you to solicit your vote for the approval of the merger agreement. We refer to this solicitation as the Opus proxy solicitation.

        If the required shareholder and regulatory approvals are obtained and the merger is subsequently completed, upon effectiveness of the merger,

    each outstanding share of Opus common stock, no par value, which we refer to as Opus common stock, will be converted into, and canceled in exchange for, the right to receive 0.9000 of a share of Pacific Premier common stock, which we refer to as the exchange ratio; and

    each outstanding share of Opus series A non-cumulative, non-voting preferred stock, no par value, which we refer to as Opus preferred stock, will be converted into, and canceled in exchange for, the right to receive that number of shares of Pacific Premier common stock equal to the product of (i) the number of shares of Opus common stock into which such share of Opus preferred stock is convertible in connection with, and as a result of, the merger, and (ii) the exchange ratio.

Cash will be paid in lieu of any fractional share interest. We refer to the aggregate consideration to be paid to Opus shareholders in the merger as the merger consideration.

        The implied value of the merger consideration to be paid to Opus shareholders is based on the exchange ratio of 0.9000 of a share of Pacific Premier common stock for each share of Opus common stock. The implied value per share of Opus common stock on                , 2020, was $        , which amount was based on the $        closing price per share of Pacific Premier common stock on that date. The value of the merger consideration will fluctuate based on the market price of Pacific Premier common stock. Consequently, the value of the merger consideration will not be known at the time you vote on the merger agreement. Based on the current number of shares of Opus common stock and Opus preferred stock outstanding, Pacific Premier expects to issue approximately             shares of Pacific Premier common stock in the aggregate upon completion of the merger. Pacific Premier's


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common stock is listed on the NASDAQ Global Select Market under the symbol "PPBI." You should obtain current market quotations for the Pacific Premier common stock. Opus's common stock is traded on the NASDAQ Global Select Market under the symbol "OPB." You should obtain current market quotations for the Opus common stock.

        Based on the reasons for the merger described in the accompanying document, our board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Opus and its shareholders. Accordingly, our board of directors has unanimously recommended that you vote "FOR" the proposal to approve the merger agreement (including the Agreement of Merger incorporated therein) and the merger and "FOR" each of the other proposals described in the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describes the Opus special meeting, the merger agreement and related matters. In addition to being a proxy statement of Opus, this document also is the proxy statement for the solicitation of proxies from Pacific Premier shareholders to vote to approve the issuance of shares of Pacific Premier common stock in connection with the merger and is the prospectus of Pacific Premier for the shares of its common stock that will be issued to the Opus shareholders in connection with the merger.

        We encourage you to read this entire document carefully, including the considerations discussed under "Risk Factors" beginning on page 41, and the appendices to the accompanying joint proxy statement/prospectus, which include the merger agreement.

        Holders of Opus preferred stock will be entitled to dissenters' rights in connection with the merger. A summary of the dissenters' rights that may be available to those holders is described in the section entitled "The Merger—Dissenters' Rights for Holders of Opus Preferred Stock" beginning on page of the enclosed joint proxy statement/prospectus. Please note that if Opus preferred shareholders wish to exercise dissenters' rights, they must not sign or return a proxy approving the proposal to approve the merger agreement (including the Agreement of Merger incorporated therein) and the merger. However, it is not necessary to affirmatively vote against or disapprove the proposal to approve the merger agreement (including the Agreement of Merger incorporated therein) and the merger in order to preserve your dissenters' rights. In addition, holders of Opus preferred stock must take all other steps necessary to perfect their dissenters' rights.

        Your vote is very important. The merger cannot be completed unless the holders of a majority of the outstanding shares of Opus common stock and a majority of the outstanding shares of Opus preferred stock, voting as separate classes, entitled to vote at the Opus special meeting vote in favor of the proposal to approve the merger agreement (including the Agreement of Merger incorporated therein) and the merger. Whether or not you plan to attend the Opus special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by following the instructions to vote via the Internet or by telephone indicated on the proxy card.

        We appreciate your continuing loyalty and support and, should you choose to attend, we look forward to seeing you at the Opus special meeting.

    Sincerely,

 

 

GRAPHIC

Paul W. Taylor
President and Chief Executive Officer

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Pacific Premier common stock to be issued in the merger or


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determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

        The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

        This joint proxy statement/prospectus is dated                , 2020 and is being first mailed to Opus shareholders and Pacific Premier shareholders on or about                , 2020.


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PACIFIC PREMIER BANCORP, INC.
17901 Von Karman Avenue, Suite 1200
Irvine, California 92614



NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on                        , 2020



To the shareholders of Pacific Premier Bancorp, Inc.:

        We will hold a special meeting of shareholders of Pacific Premier Bancorp, Inc., or Pacific Premier, at             a.m., Pacific Time, on                    at 17901 Von Karman Avenue, Suite 200, Irvine, California 92614, for the following purposes:

    1.
    Approval of the Issuance of Shares of Pacific Premier Common Stock.    To consider and vote upon a proposal to approve the issuance of shares of Pacific Premier common stock to the shareholders of Opus Bank pursuant to an Agreement and Plan of Reorganization, dated as of January 31, 2020, by and among Pacific Premier, Pacific Premier Bank and Opus Bank, referred to in this notice as the merger agreement, pursuant to which Opus Bank will merge with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution, which transaction is referred in this notice as the merger. We refer to such proposal as the share issuance proposal. A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part; and

    2.
    Adjournment.    To consider and vote upon a proposal to adjourn the Pacific Premier special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Pacific Premier special meeting to approve the issuance of shares of Pacific Premier common stock in connection with the merger. We refer to such proposal as the Pacific Premier adjournment proposal.

        No other business may be conducted at the Pacific Premier special meeting.

        We have fixed the close of business on                    , 2020 as the record date for the determination of shareholders entitled to notice of and to vote at the Pacific Premier special meeting. Only holders of Pacific Premier common stock of record at the close of business on that date will be entitled to notice of and to vote at the Pacific Premier special meeting or any adjournment or postponement of the special meeting.

        The Pacific Premier board of directors has unanimously approved the merger agreement and the transactions contemplated therein and has determined that the merger is in the best interests of Pacific Premier and its shareholders, and unanimously recommends that shareholders vote "FOR" approval of the share issuance proposal and "FOR" approval of the Pacific Premier adjournment proposal.

        If you have any questions concerning the merger or would like additional copies of the joint proxy statement/prospectus or need help voting your shares of Pacific Premier common stock, please contact Steven R. Gardner, Pacific Premier's Chairman, President and Chief Executive Officer, at (949) 864-8000, or Ronald J. Nicolas, Jr., Pacific Premier's Senior Executive Vice President and Chief Financial Officer, at (949) 864-8000.

        Your vote is very important.    Whether or not you plan to attend the Pacific Premier special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope or vote via the Internet or by telephone pursuant to the instructions provided on the enclosed proxy card.

    By Order of the Board of Directors

 

 

GRAPHIC

 

 

Steven R. Gardner
Chairman, President and Chief Executive Officer

Irvine, California                    , 2020


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OPUS BANK
19900 MacArthur Boulevard, 12th Floor
Irvine, California 92612



NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on                    , 2020



To the shareholders of Opus Bank:

        We will hold a special meeting of shareholders of Opus Bank, or Opus, at 9:00 a.m., Pacific Time, on                at the Pacific Club, 4110 MacArthur Blvd, Newport Beach, California 92660, for the following purposes:

    1.
    Approval of the Merger Agreement and Merger.    To consider and vote upon a proposal to approve the Agreement and Plan of Reorganization, dated as of January 31, 2020, by and among Pacific Premier Bancorp Inc., Pacific Premier Bank and Opus (including the Agreement of Merger incorporated therein), referred to in this notice as the merger agreement, pursuant to which Opus will merge with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution, which transaction is referred in this notice as the merger, and the merger. We refer to such proposal as the merger proposal. A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part;

    2.
    Merger-Related Compensation.    To consider and vote, on a non-binding, advisory basis, upon a proposal to approve of the compensation that certain named executive officers of Opus may receive that is based on or otherwise relates to the merger. We refer to such proposal as the compensation proposal; and

    3.
    Adjournment.    To consider and vote upon a proposal to adjourn the Opus special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Opus special meeting to approve the merger proposal. We refer to such proposal as the Opus adjournment proposal.

        No other business may be conducted at the Opus special meeting.

        We have fixed the close of business on                        , 2020 as the record date for the determination of shareholders entitled to notice of and to vote at the Opus special meeting. Only holders of record of Opus common stock and holders of record of Opus preferred stock at the close of business on that date will be entitled to notice of and to vote at the Opus special meeting or any adjournment or postponement of the special meeting. Holders of Opus preferred stock will not be entitled to vote on the compensation proposal or the Opus adjournment proposal.

        The Opus board of directors has unanimously approved the merger agreement and the transactions contemplated therein. Based on Opus's reasons for the merger described in the attached joint proxy statement/prospectus, the Opus board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Opus and its shareholders, and unanimously has recommended that shareholders vote "FOR" approval of the merger proposal, "FOR" approval of the compensation proposal and "FOR" approval of the Opus adjournment proposal.

        If you have any questions concerning the merger or would like additional copies of the joint proxy statement/prospectus or need help voting your shares of Opus common stock or Opus preferred stock, please contact Paul W. Taylor, Opus's President and Chief Executive Officer, or Kevin L. Thompson, Opus's Chief Financial Officer, at (949) 250-9800.


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        Your vote is very important.    Whether or not you plan to attend the Opus special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope or vote via the Internet or by telephone pursuant to the instructions provided on the enclosed proxy card.

    By Order of the Board of Directors

 

 

GRAPHIC

Paul W. Taylor
President and Chief Executive Officer

Irvine, California                , 2020


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ADDITIONAL INFORMATION

PACIFIC PREMIER BANCORP, INC. SHAREHOLDERS

        The accompanying joint proxy statement/prospectus incorporates important business and financial information about Pacific Premier Bancorp, Inc., or Pacific Premier, from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing or by telephone at the address or telephone number listed below. Additionally, if you are a Pacific Premier shareholder and have questions about the issuance of shares of Pacific Premier common stock in connection with the merger or the Pacific Premier special meeting, need additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the Pacific Premier proxy solicitation, you may contact Steven R. Gardner, Pacific Premier's Chairman, President and Chief Executive Officer, or Ronald J. Nicolas, Jr., Pacific Premier's Senior Executive Vice President and Chief Financial Officer, at the following address:

Pacific Premier Bancorp, Inc.,
17901 Von Karman Ave.
Suite 1200
Irvine, California 92614

or at the following telephone number:

(949) 864-8000


OPUS BANK SHAREHOLDERS

        The accompanying joint proxy statement/prospectus incorporates important business and financial information about Opus Bank, or Opus, from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Federal Deposit Insurance Corporation website at http://www.fdic.gov or by requesting them in writing or by telephone at the Opus address or Opus telephone number listed below. Additionally, if you are an Opus shareholder and have questions about the merger, the merger agreement, the other matters to be considered at the Opus special meeting or the accompanying joint proxy statement/prospectus, need additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the Opus proxy solicitation, you may contact Paul W. Taylor, Opus's President and Chief Executive Officer, or Kevin L. Thompson, Opus's Chief Financial Officer, or Opus's proxy solicitor at the following addresses or telephone numbers listed below:

Opus Bank
19900 MacArthur Boulevard
12th Floor
Irvine, California 92612
(949) 250-9800
  D.F. King & Co., Inc.
48 Wall Street,
22nd Floor
New York, NY 10005
Banks & Brokers Call: (212) 269-5550
All Others Call Toll Free: (866) 828-6934
opb@dfking.com

        If you are an Opus shareholder, please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates. You will not be charged for any of the above referenced documents that are incorporated by reference in this document that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of Pacific Premier common stock requesting documents must do so by            , in order to receive them before


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the Pacific Premier special meeting, and holders of Opus common stock and Opus preferred stock requesting documents must do so by            , in order to receive them before the Opus special meeting.

        Pacific Premier shareholders and Opus shareholders should only rely on the information contained in this document. We have not authorized anyone to provide Pacific Premier shareholders or Opus shareholders with different information. The document is dated                    , 2020; Pacific Premier shareholders and Opus shareholders should not assume that information contained in this document is accurate as of any date other than that date. Neither the mailing of this document to Opus or Pacific Premier shareholders nor the issuance by Pacific Premier of Pacific Premier common stock in connection with the transactions contemplated by the merger agreement will create any implications to the contrary.

        This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

        See the section entitled "Where You Can Find More Information" beginning on page                    of the accompanying joint proxy statement/prospectus for further information.


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ADDITIONAL INFORMATION

       

QUESTIONS AND ANSWERS ABOUT THE MERGER, THE PACIFIC PREMIER SPECIAL MEETING AND THE OPUS SPECIAL MEETING

    1  

SUMMARY

    13  

SELECTED HISTORICAL FINANCIAL DATA

    29  

Selected Consolidated Historical Financial Data of Pacific Premier

    29  

Selected Consolidated Historical Financial Data of Opus

    31  

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL DATA

    33  

UNAUDITED COMPARATIVE PER SHARE DATA

    40  

RISK FACTORS

    41  

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

    47  

GENERAL INFORMATION

    49  

THE PACIFIC PREMIER SPECIAL MEETING

    49  

Time, Date and Place

    49  

Matters to Be Considered

    49  

Recommendation of the Pacific Premier Board

    49  

Shares Outstanding and Entitled to Vote; Record Date

    50  

How to Vote Shares of Pacific Premier Common Stock

    50  

Revocation of Proxies

    50  

Quorum

    51  

Vote Required

    52  

Solicitation of Proxies

    52  

Attending the Pacific Premier Special Meeting

    52  

Adjournments and Postponements

    52  

Questions and Additional Information

    53  

THE OPUS SPECIAL MEETING

    54  

Time, Date and Place

    54  

Matters to Be Considered

    54  

Recommendation of the Opus Board

    54  

Shares Outstanding and Entitled to Vote; Record Date

    54  

How to Vote Shares of Opus Common Stock and Opus Preferred Stock

    54  

Revocation of Proxies

    55  

Quorum

    56  

Vote Required Shares of Opus Subject to Voting Agreements

    56  

Solicitation of Proxies

    57  

Attending the Opus Special Meeting

    57  

Adjournments and Postponements

    58  

Questions and Additional Information

    58  

OPUS PROPOSALS

    59  

THE MERGER

    61  

Structure of the Merger

    61  

Background of the Merger

    61  

Pacific Premier's Reasons for the Merger and Factors Considered by Pacific Premier's Board of Directors

    67  

Opus's Reasons for the Merger and Recommendation of Opus's Board of Directors

    68  

Opinion of Pacific Premier's Financial Advisor

    72  

Opinion of Opus's Financial Advisor

    87  

The Merger Consideration

    99  

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Opus Options

    100  

Opus Restricted Stock, Restricted Stock Units and Warrant

    101  

Procedures for Exchanging Opus Common Stock and Preferred Stock Certificates

    102  

Conditions to the Merger

    103  

Regulatory Approvals

    105  

Business Pending the Merger

    106  

Opus Board's Covenant to Recommend the Merger Agreement

    111  

No Solicitation

    112  

Representations and Warranties of the Parties

    113  

Effective Time of the Merger

    113  

Amendment of the Merger Agreement

    113  

Termination of the Merger Agreement

    114  

Termination Fee

    115  

Certain Employee Matters

    116  

Assumption of Opus Subordinated Notes

    117  

Interests of Certain Opus Officers and Directors in the Merger

    117  

Material Federal Income Tax Consequences

    126  

Accounting Treatment of the Merger

    129  

Expenses of the Merger

    129  

Listing of the Pacific Premier Common Stock

    129  

Resale of Pacific Premier Common Stock

       

Opus Shareholder Agreements

    129  

Dissenters' Rights for Holders of Opus Preferred Stock

    130  

INFORMATION ABOUT PACIFIC PREMIER

    134  

General

    134  

Management and Additional Information

    134  

INFORMATION ABOUT OPUS

    135  

General

    135  

Management and Additional Information

    136  

DESCRIPTION OF PACIFIC PREMIER CAPITAL STOCK

    141  

Common Stock

    141  

Preferred Stock

    141  

Anti-takeover Provisions

    142  

Restrictions on Ownership

    143  

COMPARISON OF THE RIGHTS OF SHAREHOLDERS

    144  

LEGAL MATTERS

    155  

EXPERTS

    156  

HOUSEHOLDING

    157  

PACIFIC PREMIER ANNUAL MEETING SHAREHOLDER PROPOSALS

    158  

OPUS ANNUAL MEETING SHAREHOLDER PROPOSALS

    158  

WHERE YOU CAN FIND MORE INFORMATION

    159  

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QUESTIONS AND ANSWERS
ABOUT THE MERGER, THE PACIFIC PREMIER SPECIAL MEETING AND
THE OPUS SPECIAL MEETING

        The following are some questions that you may have regarding the merger, the Pacific Premier special meeting and the Opus special meeting, and brief answers to those questions. Pacific Premier and Opus advise you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger, the Pacific Premier special meeting and the Opus special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page     .

Q:    What am I being asked to vote on?

A:
Pacific Premier, Pacific Premier Bank and Opus have entered into the merger agreement, pursuant to which, among other things, Pacific Premier would acquire Opus by merger. If the required shareholder and regulatory approvals are obtained and the merger is subsequently completed, Opus will be merged with and into Pacific Premier Bank, the wholly-owned bank subsidiary of Pacific Premier, with Pacific Premier Bank as the surviving institution.

    If you are a Pacific Premier shareholder, you are being asked to vote to approve (i) the issuance of shares of Pacific Premier common stock, par value $0.01 per share, or Pacific Premier common stock, in connection with the merger (which we refer to as the share issuance proposal) and (ii) to adjourn the Pacific Premier special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Pacific Premier special meeting to approve the issuance of shares of Pacific Premier common stock in connection with the merger (which we refer to as the Pacific Premier adjournment proposal).

    If you are an Opus shareholder, you are being asked to vote to approve (i) the merger agreement (including the Agreement of Merger incorporated therein) and the merger (which we refer to as the merger proposal), (ii) on a non-binding, advisory basis, the compensation that certain named executive officers of Opus may receive that is based on or otherwise relates to the merger (which we refer to as the compensation proposal) and (iii) to adjourn the Opus special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Opus special meeting to approve the merger proposal (which we refer to as the Opus adjournment proposal). As a result of the merger, Opus will cease to exist and each outstanding share of Opus common stock, no par value, which we refer to as Opus common stock, will be converted into, and canceled in exchange for, the right to receive 0.9000 of a share of Pacific Premier common stock, which we refer to as the exchange ratio, and each outstanding share of Opus series A non-cumulative, non-voting preferred stock, no par value, which we refer to as Opus preferred stock, will be converted into, and converted in exchange for, the right to receive that number of shares of Pacific Premier common stock equal to the product of (i) the number of shares of Opus common stock into which each such share of Opus preferred stock is convertible in connection with the merger, and (ii) the exchange ratio, in each case as further described in "The Merger—The Merger Consideration" beginning on page    .

    The merger cannot be completed unless the Pacific Premier shareholders approve the share issuance proposal and the Opus shareholders approve the merger proposal. Pacific Premier is soliciting its shareholders to approve the share issuance proposal at the Pacific Premier special meeting, which we refer to as the Pacific Premier shareholder approval. Opus is soliciting its shareholders to approve the merger proposal at the Opus special meeting, which we refer to as the Opus shareholder approval.

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    We have included in this joint proxy statement/prospectus important information about the merger, the merger agreement, a copy of which is included as Appendix A to this joint proxy statement/prospectus, the Pacific Premier proxy solicitation and the Opus proxy solicitation. You should read this information carefully and in its entirety.

    This document constitutes both a joint proxy statement of Pacific Premier and Opus and a prospectus of Pacific Premier. It is a joint proxy statement because each of the boards of directors of Pacific Premier and Opus is soliciting proxies from their respective shareholders using this document. It is a prospectus because Pacific Premier, in connection with the merger, is offering shares of Pacific Premier common stock in exchange for the outstanding shares of Opus common stock and Opus preferred stock.

Q:    Will Opus shareholders be able to trade the Pacific Premier common stock that they receive in the merger?

A:
Yes. The Pacific Premier common stock to be issued in the merger to Opus shareholders will be listed on the NASDAQ Global Select Market under the symbol "PPBI." Unless you are deemed an "affiliate" of Pacific Premier after the merger is completed, you may sell the shares of Pacific Premier common stock you receive in the merger without restriction.

Q:    What is the vote required to approve each proposal?

A:
Pacific Premier Proposal 1—The Share Issuance Proposal.    Approval of the share issuance proposal requires the affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by the holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting. If you fail to submit a proxy or vote in person at the Pacific Premier special meeting, mark "ABSTAIN" on your proxy or fail to instruct your bank, broker or other nominee with respect to the share issuance proposal, it will have no effect on such proposal (assuming a quorum is present).

    Pacific Premier Proposal 2—The Pacific Premier Adjournment Proposal.    Approval of the Pacific Premier adjournment proposal requires the affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by the holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting. If you fail to submit a proxy or vote in person at the Pacific Premier special meeting, mark "ABSTAIN" on your proxy or fail to instruct your bank, broker or other nominee with respect to the share issuance proposal, it will have no effect on such proposal (assuming a quorum is present).

    Opus Proposal 1—The Merger Proposal.    Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Opus common stock entitled to vote at the Opus special meeting and holders of at least a majority of the outstanding shares of Opus preferred stock entitled to vote at the Opus special meeting, in each case voting as separate classes. If you fail to submit a proxy or to vote in person at the Opus special meeting, mark "ABSTAIN" on your proxy or fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal.

    Opus Proposal 2—The Compensation Proposal.    Approval of the compensation proposal requires the affirmative vote of a majority of shares of Opus common stock entitled to vote represented in person or by proxy and voting at the Opus special meeting (assuming a quorum is present). Holders of Opus preferred stock will not be entitled to vote on the compensation proposal. If you fail to submit a proxy or vote in person at the Opus special meeting, or fail to instruct your bank, broker or other nominee with respect to the compensation proposal, it will have no effect on such proposal (assuming a quorum is present). If you mark "ABSTAIN" on your proxy with respect to

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    the compensation proposal, it will have the same effect as a vote "AGAINST" the compensation proposal.

    The compensation proposal is advisory, and therefore not binding on Opus, the Opus board's compensation committee or the Opus board. Further, the arrangements are contractual in nature and not, by their terms, subject to Opus shareholder approval. Accordingly, regardless of the outcome of the compensation proposal, if the merger is completed, Opus's named executive officers may be or become entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

    Opus Proposal 3—The Opus Adjournment Proposal.    Approval of the Opus adjournment proposal requires the affirmative vote of a majority of shares of Opus common stock entitled to vote represented in person or by proxy and voting at the Opus special meeting . Holders of Opus preferred stock will not be entitled to vote on the Opus adjournment proposal. If you fail to submit a proxy or vote in person at the Opus special meeting, or fail to instruct your bank, broker or other nominee with respect to the Opus adjournment proposal, it will have no effect on such proposal. If you mark "ABSTAIN" on your proxy with respect to the Opus adjournment proposal, it will have the same effect as a vote "AGAINST" the Opus adjournment proposal.

Q:    Why is my vote important?

A:
The merger cannot be completed unless the Pacific Premier shareholders approve the share issuance proposal and the Opus shareholders approve the merger proposal, which are the only applicable Pacific Premier or Opus shareholder proposals necessary to complete the merger. Information about the Pacific Premier special meeting and the Opus special meeting, the merger and other matters to be considered by shareholders of each of Pacific Premier and Opus is contained in this document.

    Opus directors who own shares of Opus common stock, certain executive officers and Opus shareholders, who own in the aggregate approximately 19% of the outstanding shares of Opus common stock and approximately 98% of the outstanding shares of Opus preferred stock, have entered into agreements with Pacific Premier, Pacific Premier Bank, and Opus, which we refer to as the Opus shareholder agreements. Subject to the terms of the Opus shareholder agreements, such shareholders have agreed, among other things, to vote (or cause to be voted), in person, or by proxy, or deliver a written consent (or cause a consent to be delivered) covering all shares of Opus common stock and Opus preferred stock (whether acquired before or after the merger) beneficially owned by him, her or it (x) in favor of approval of the merger, the merger agreement and the transactions contemplated thereby; (y) against any action or agreement that, to the knowledge of the shareholder, would result in a breach of any covenant, representation or warranty or any other material obligation or agreement of Opus contained in the merger agreement or of the shareholder contained in the shareholder agreement; and (z) against any alternative acquisition proposal. These shareholders also agreed to certain restrictions on their ability to transfer their shares of Opus common stock and Opus preferred stock or their voting rights of such shares while the shareholder agreement remains in effect. The shareholder agreement is substantially in the form included as Annex A to the merger agreement.

Q:    Why must the Pacific Premier shareholders approve the issuance of shares of Pacific Premier common stock in connection with the merger?

A:
The Pacific Premier shareholders are required to approve the issuance of shares of the Pacific Premier common stock in connection with the merger, which is estimated to equate to approximately            % of Pacific Premier's issued and outstanding shares of common stock, because Pacific Premier is listed on the NASDAQ Global Select Market and is subject to the

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    NASDAQ Global Select Market listing rules. Because Pacific Premier will issue in excess of 20% of its outstanding shares of common stock to the Opus shareholders in connection with the merger, under the NASDAQ Global Select Market listing rules, the shareholders of Pacific Premier are required to approve the issuance of shares of Pacific Premier common stock in connection with the merger. The merger cannot be completed unless the Pacific Premier shareholders approve the share issuance proposal.

Q:    What do each of the boards of directors of Pacific Premier and Opus recommend?

A:
The Pacific Premier board of directors, which we refer to as the Pacific Premier board, has determined that the merger is in the best interests of Pacific Premier and its shareholders and unanimously recommends that Pacific Premier shareholders vote "FOR" approval of the share issuance proposal and "FOR" the Pacific Premier adjournment proposal.

    See the section entitled "The Merger—Pacific Premier's Reasons for the Merger and Recommendation of the Pacific Premier Board of Directors" beginning on page    for a more detailed discussion of the Pacific Premier board's recommendations and reasons therefor.

    The Opus board of directors, which we refer to as the Opus board, has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Opus and its shareholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously recommends that Opus shareholders vote "FOR" approval of the merger proposal, "FOR" approval of the compensation proposal and "FOR" approval of the Opus adjournment proposal.

    See the section entitled "The Merger—Opus's Reasons for the Merger and Recommendation of the Opus Board of Directors" beginning on page    for a more detailed discussion of the Opus board's recommendations and reasons therefor. In addition, certain of Opus's officers and directors have financial interests in the transactions contemplated by the merger agreement that are different from, or in addition to, the interests of Opus's shareholders. These interests are described in more detail in the section titled "The Merger—Interests of Certain Opus Officers and Directors in the Merger" beginning on page    .

Q:    Will Opus shareholders have dissenters' rights in connection with the merger?

A:
Holders of Opus common stock do not have the right to dissent from the merger and assert dissenters' rights. Holders of Opus preferred stock have the right to dissent from the merger and assert dissenters' rights, provided the requirements of California law governing dissenters' rights are followed. Please read the section entitled "The Merger—Dissenters' Rights for Holders of Opus Preferred Stock" beginning on page    and the sections of Chapter 13 of the California General Corporation Law, which are set forth in Appendix D to this joint proxy statement/prospectus.

Q:    Are there any risks that should be considered in deciding whether to vote for the matters required to be voted on by the respective shareholders of Pacific Premier and Opus?

A:
Yes. Set forth under the heading of "Risk Factors," beginning on page    , are a number of risk factors that each of the shareholders of Pacific Premier and Opus should consider carefully.

Q:    When do Pacific Premier and Opus expect to complete the merger?

A:
The parties expect to complete the merger during the second quarter of 2020. However, there is no assurance when or if the merger will occur. Prior to the consummation of the merger, Opus

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    shareholders must approve the merger proposal at the Opus special meeting, Pacific Premier shareholders must approve the share issuance proposal at the Pacific Premier special meeting, and all requisite regulatory approvals must be obtained and other conditions to the consummation of the merger must be satisfied.

Q:    If the merger is completed, when can Opus shareholders expect to receive the merger consideration?

A:
Promptly following the completion of the merger, Pacific Premier will mail to each former Opus shareholder of record written instructions detailing how its shareholders of record can exchange their shares of Opus common stock and Opus preferred stock for shares of Pacific Premier common stock.

Q.    How will my rights as an Opus shareholder differ following the merger?

A.
Upon completion of the merger, holders of Opus common stock and Opus preferred stock will become Pacific Premier shareholders and their rights as shareholders will be governed by Pacific Premier's second amended and restated certificate of incorporation, as amended, and Pacific Premier's amended and restated bylaws, as well as the Delaware General Corporation Law. The rights associated with Opus common stock and Opus preferred stock are different from the rights associated with Pacific Premier common stock. See "Comparison of the Rights of Shareholders" beginning on page    .

Q.    What happens if the merger is not completed?

A.
If the merger is not completed, holders of Opus common stock and Opus preferred stock will not receive any consideration for their shares in connection with the merger. Instead, each of Pacific Premier and Opus will remain an independent company and each of their common stock will continue to be listed and traded on the NASDAQ Global Select Market. In addition, Opus is required to pay a termination fee to Pacific Premier if the merger is terminated under certain circumstances. See "The Merger—Termination Fee" beginning on page     for a complete discussion of the circumstances under which the termination fee will be required to be paid.

Q:    Will the value of the merger consideration change between the date of the joint proxy statement/prospectus and the time the merger is completed?

A:
Yes. Upon consummation of the merger, each outstanding share of Opus common stock and Opus preferred stock will be converted into, and canceled in exchange for, the right to receive a number of shares of Pacific Premier common stock based upon a fixed exchange ratio. As such, the value of the merger consideration that Opus shareholders will receive in the merger will depend on the market price for a share of Pacific Premier common stock at the time the merger is completed. The market price for a share of Pacific Premier common stock when Opus shareholders receive such shares after the merger is completed could be greater than, less than or the same as the market price of shares of Pacific Premier common stock on the date of this joint proxy statement/prospectus.

Q:    What are the U.S. federal income tax consequences of the merger to Opus shareholders?

A:
The merger is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, and it is a condition to completion of the merger that Pacific Premier and Opus each receive a legal opinion to that effect. Assuming the merger qualifies as a reorganization, subject to the limitations and more detailed discussion set forth in "The Merger—Material Federal Income Tax Consequences"

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    beginning on page    , an Opus shareholder that is a U.S. holder generally will not recognize gain or loss on the exchange of Opus common stock for Pacific Premier common stock in the merger, other than with respect to cash received in lieu of fractional shares of Pacific Premier common stock.

    Tax matters are complicated, and the tax consequences of the merger to a particular Opus shareholder will depend in part on such shareholder's individual circumstances. Accordingly, each Opus shareholder is urged to consult his or her own tax advisor for a full understanding of the tax consequences of the merger to such shareholder, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Q:    What do I need to do now?

A:
Read and consider the information contained in this joint proxy statement/prospectus, including the appendices, carefully and then please submit as soon as possible either your Pacific Premier proxy, in the case of Pacific Premier shareholders, or your Opus proxy, in the case of Opus shareholders.

Q.    Should I send in my Opus stock certificates now?

A.
No. Please do not send in your certificates if you hold Opus common stock or Opus preferred stock in certificated form until you receive instructions to do so. You are not required to take any special additional actions if your shares of Opus common stock or Opus preferred stock are held in book-entry form. After the completion of the merger, an exchange agent will send you instructions for exchanging your shares.

    If you hold your shares of Opus common stock or Opus preferred stock in certificated form, and do not know where your stock certificates are located, you may want to find them now so you do not experience delays receiving your merger consideration. If you are unable to locate your original stock certificate(s), you should contact the exchange agent, American Stock Transfer and Trust Company, at (800) 937-5449. See "The Merger—Procedures for Exchanging Opus Common Stock and Opus Preferred Stock Certificates" beginning on page    .

Q.    What do I do if I receive more than one joint proxy statement/prospectus or set of voting instructions?

A.
Pacific Premier shareholders and Opus shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Pacific Premier common stock, Opus common stock or Opus preferred stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Pacific Premier common stock, Opus common stock or Opus preferred stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Pacific Premier common stock and Opus common stock or Opus preferred stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Pacific Premier common stock, Opus common stock and/or Opus preferred stock that you own.

Q:    Whom should I call if I have questions?

A:
If you are an Opus shareholder and have any questions concerning the merger or joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need

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    help voting your shares of Opus common stock or Opus preferred stock, please contact Paul W. Taylor, President and Chief Executive Officer, at (949) 250-9800, or Kevin L. Thompson, Chief Financial Officer, at (949) 250-9800 or Opus's proxy solicitor at (866) 828-6934 or opb@dfking.com.

    If you are a Pacific Premier shareholder and have any questions concerning the merger or joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need help voting your shares of Pacific Premier common stock, please contact Steven R. Gardner, Pacific Premier's Chairman, President and Chief Executive Officer, at (949) 864-8000, or Ronald J. Nicolas, Jr., Pacific Premier's Senior Executive Vice President and Chief Financial Officer, at (949) 864-8000.

    MATTERS PERTAINING TO THE PACIFIC PREMIER SPECIAL MEETING

Q:    When and where is the Pacific Premier special meeting?

A:
The Pacific Premier special meeting will be held at                 a.m., Pacific Time, on                at 17901 Von Karman Avenue, Suite 200, Irvine, California 92614.

Q:    Who is entitled to vote at the Pacific Premier special meeting?

A:
The holders of record of Pacific Premier common stock at the close of business on    , 2020, which is the date Pacific Premier's board of directors has fixed as the record date for the Pacific Premier special meeting, which we refer to as the Pacific Premier record date, are entitled to vote at the Pacific Premier special meeting.

Q:    How many votes do shareholders of Pacific Premier have?

A:
Pacific Premier shareholders are entitled to one vote in the Pacific Premier proxy solicitation for each share of Pacific Premier common stock held as of the Pacific Premier record date. As of the close of business on the Pacific Premier record date, there were    outstanding shares of Pacific Premier common stock.

Q:    What constitutes a quorum for the Pacific Premier special meeting?

A:
A quorum, consisting of the holders of a majority of the shares of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting, must be present in person or by proxy before any action may be taken at the Pacific Premier special meeting. Once a share of Pacific Premier common stock is represented at the Pacific Premier special meeting, it will be counted for the purpose of determining a quorum not only at the Pacific Premier special meeting but also at any adjournment or postponement of the Pacific Premier special meeting. In the event that a quorum is not present at the Pacific Premier special meeting, it is expected that the Pacific Premier special meeting will be adjourned or postponed.

Q:    What is the vote required to approve each proposal at the Pacific Premier special meeting?

A:
Pacific Premier Proposal 1—The Share Issuance Proposal.    Approval of the share issuance proposal requires the affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by the holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting. If you fail to submit a proxy or vote in person at the Pacific Premier special meeting, mark "ABSTAIN" on your proxy or fail to instruct your bank, broker or other nominee with respect to the share issuance proposal, it will have no effect on such proposal (assuming a quorum is present).

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    Pacific Premier Proposal 2—The Pacific Premier Adjournment Proposal.    Approval of the Pacific Premier adjournment proposal requires the affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by the holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting. If you fail to submit a proxy or vote in person at the Pacific Premier special meeting, mark "ABSTAIN" on your proxy or fail to instruct your bank, broker or other nominee with respect to the share issuance proposal, it will have no effect on such proposal (assuming a quorum is present).

Q:    If my shares of Pacific Premier common stock are held in street name by my broker, will my broker automatically vote my shares for me?

A:
No. Your bank, broker or other nominee will not be able to vote shares held by it in street name on your behalf without instructions from you. You should instruct your bank, broker or other nominee to vote your shares by following the directions your bank, broker or other nominee provides to you.

Q:    What if I abstain from voting, fail to vote or fail to instruct my bank, broker or other nominee?

A:
The approval of the share issuance proposal and the Pacific Premier adjournment proposal requires the affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by the holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting. As such, abstentions and broker non-votes of Pacific Premier common stock and failures to vote shares of Pacific Premier common stock by failing to return a properly executed proxy and failing to appear in person at the Pacific Premier special meeting, will not have any effect on the approval of the share issuance proposal or the Pacific Premier adjournment proposal.

Q:    Can I attend the Pacific Premier special meeting and vote my shares in person?

A:
Yes. While not required to, all Pacific Premier shareholders are invited to attend the Pacific Premier special meeting. Shareholders of record can vote in person at the Pacific Premier special meeting. If your shares are held in street name, then you are not the shareholder of record and you must bring a legal proxy from your broker, bank or other nominee confirming that you are the beneficial owner of the shares in order to vote in person at the applicable special meeting.

Q:    Can I change my vote?

A:
Yes. Regardless of the method used to cast a vote, you may change your vote at any time before your proxy is voted at the Pacific Premier special meeting. You may do so in one of the following ways:

by delivering to Pacific Premier prior to the Pacific Premier special meeting, a written notice of revocation addressed to Ronald Nicolas, Senior Executive Vice President and Chief Financial Officer, Pacific Premier Bancorp, Inc., 17901 Von Karman Ave., Suite 1200, Irvine, California 92614;

completing, signing and returning a new proxy card with a later date before the date of the Pacific Premier special meeting, and any earlier proxy will be revoked automatically;

calling the toll free number listed on the Pacific Premier proxy card or by accessing the Internet site listed on the Pacific Premier proxy card to change your vote before 11:59 p.m., Eastern Time, on                , 2020, in which case the later submitted proxy via telephone or Internet, as the case may be, will be recorded and the earlier dated proxy will be revoked; or

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    attending the Pacific Premier special meeting and voting in person, and any earlier proxy will be revoked. However, simply attending the Pacific Premier special meeting without voting will not revoke an earlier proxy voted by such person.

    If you have instructed a bank, broker or other nominee to vote your shares of Pacific Premier common stock, you must follow directions received from the bank, broker or other nominee to change such vote.

Q:    What if I am a record holder and I do not indicate a decision with respect to the matters required to be voted on by the shareholders of Pacific Premier?

A:
If you are a Pacific Premier record holder and you returned a signed proxy card without indicating your decision on the proposal to approve the share issuance proposal , you will have given your vote to issue Pacific Premier common stock in connection with the merger.

    MATTERS PERTAINING TO THE OPUS SPECIAL MEETING

Q:    When and where is the Opus special meeting?

A:
The Opus special meeting will be held at 9:00 a.m., Pacific Time, on                at the Pacific Club, 4110 MacArthur Blvd, Newport Beach, California 92660.

Q:    Who is entitled to vote at the Opus special meeting?

A:
The holders of record of Opus common stock and holders of record of Opus preferred stock at the close of business on                , 2020, which is the date Opus's board of directors has fixed as the record date for the Opus special meeting, which we refer to as the Opus record date, are entitled to vote at the Opus special meeting.

Q:    How many votes do shareholders of Opus have?

A:
Opus shareholders are entitled to one vote in the Opus proxy solicitation for each share of Opus common stock and one vote for each share of Opus preferred stock held as of the Opus record date. As of the closing of business on the Opus record date, there were            outstanding shares of Opus common stock and            outstanding shares of Opus preferred stock.

Q:    What constitutes a quorum for the Opus special meeting?

A:
A quorum, consisting of the holders of a majority of the shares entitled to vote at the Opus special meeting, must be present in person or represented by proxy before any action may be taken at the Opus special meeting. Once a share of Opus common stock or Opus preferred stock is represented at the Opus special meeting, it will be counted for the purpose of determining a quorum not only at the Opus special meeting but also, in the case of a share of Opus common stock, at any adjournment or postponement of the Opus special meeting. In the event that a quorum is not present at the Opus special meeting, it is expected that the Opus special meeting will be adjourned or postponed. Abstentions of Opus common stock or Opus preferred stock will be treated as represented and present for quorum purposes. Broker non-votes of Opus common stock and Opus preferred stock and the failure to vote shares of either Opus common stock or Opus preferred stock by failing to return a properly executed proxy and failing to appear in person at the Opus special meeting, which is referred to as a failure to vote, will not be counted as present for purposes of establishing a quorum at the Opus special meeting and will not be voted on any of the proposals at the Opus special meeting.

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Q:    What is the vote required to approve each proposal at the Opus special meeting?

A:
Opus Proposal 1—The Merger Proposal.    Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Opus common stock entitled to vote at the Opus special meeting and holders of at least a majority of the outstanding shares of Opus preferred stock entitled to vote at the Opus special meeting, in each case voting as separate classes. If you fail to submit a proxy or to vote in person at the Opus special meeting, mark "ABSTAIN" on your proxy or fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal.

    Opus Proposal 2—The Compensation Proposal.    Approval of the compensation proposal requires the affirmative vote of a majority of shares of Opus common stock entitled to vote represented in person or by proxy and voting at the Opus special meeting (assuming a quorum is present). Holders of Opus preferred stock will not be entitled to vote on the compensation proposal. If you fail to submit a proxy or vote in person at the Opus special meeting, or fail to instruct your bank, broker or other nominee with respect to the compensation proposal, it will have no effect on such proposal (assuming a quorum is present). If you mark "ABSTAIN" on your proxy with respect to the compensation proposal, it will have the same effect as a vote "AGAINST" the compensation proposal.

    The compensation proposal is advisory, and therefore not binding on Opus, the Opus board's compensation committee or the Opus board. Further, the arrangements are contractual in nature and not, by their terms, subject to Opus shareholder approval. Accordingly, regardless of the outcome of the compensation proposal, if the merger is completed, Opus's named executive officers may be or become entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

    Opus Proposal 3—The Opus Adjournment Proposal.    Approval of the Opus adjournment proposal requires the affirmative vote of a majority of shares of Opus common stock entitled to vote represented in person or by proxy and voting at the Opus special meeting . Holders of Opus preferred stock will not be entitled to vote on the Opus adjournment proposal. If you fail to submit a proxy or vote in person at the Opus special meeting, or fail to instruct your bank, broker or other nominee with respect to the Opus adjournment proposal, it will have no effect on such proposal. If you mark "ABSTAIN" on your proxy with respect to the Opus adjournment proposal, it will have the same effect as a vote "AGAINST" the Opus adjournment proposal.

Q:    If my shares of Opus common stock or Opus preferred stock are held in street name by my broker, will my broker automatically vote my shares for me?

A:
No. Your bank, broker or other nominee will not be able to vote shares held by it in street name on your behalf without instructions from you. You should instruct your bank, broker or other nominee to vote your shares by following the directions your bank, broker or other nominee provides to you.

Q:    What if I abstain from voting, fail to vote or fail to instruct my bank, broker or other nominee?

A:
A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a "non-routine" matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Opus special meeting will be "non-routine" matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of

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    determining a quorum at the Opus special meeting. If your bank, broker, trustee or other nominee holds your shares of Opus common stock or Opus preferred stock in "street name," such entity will vote your shares of Opus common stock or Opus preferred stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

    With respect to the merger proposal, if you fail to submit a proxy or vote in person at the Opus special meeting, mark "ABSTAIN" on your proxy or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal.

    With respect to the compensation proposal, if you fail to submit a proxy or vote in person at the Opus special meeting, or fail to instruct your bank, broker or other nominee with respect to the compensation proposal, it will have no effect on such proposal (assuming a quorum is present). If you mark "ABSTAIN" on your proxy with respect to the compensation proposal, it will have the same effect as a vote "AGAINST" the compensation proposal.

    With respect to the Opus adjournment proposal, if you fail to submit a proxy or vote in person at the Opus special meeting, or fail to instruct your bank, broker or other nominee with respect to the Opus adjournment proposal, it will have no effect on such proposal. If you mark "ABSTAIN" on your proxy with respect to the Opus adjournment proposal, it will have the same effect as a vote "AGAINST" the Opus adjournment proposal.

    Holders of Opus preferred stock will not be entitled to vote on the compensation proposal or the Opus adjournment proposal. Abstentions will be considered for purposes of determining whether a quorum is present at the Opus special meeting. However, abstentions are not counted as affirmative votes in favor of the merger proposal, compensation proposal or Opus adjournment proposal.

Q:    Can I attend the Opus special meeting and vote my shares in person?

A:
Yes. While not required to, all Opus shareholders are invited to attend the Opus special meeting. Shareholders of record can vote in person at the Opus special meeting. If your shares are held in street name, then you are not the shareholder of record and you must bring a legal proxy from your broker, bank or other nominee confirming that you are the beneficial owner of the shares in order to vote in person at the applicable special meeting.

Q:    Can I change my vote?

A:
Yes. Regardless of the method used to cast a vote, you may change your vote at any time before your proxy is voted at the Opus special meeting. You may do so in one of the following ways:

by delivering to Opus prior to the Opus special meeting, a written notice of revocation addressed to Kevin L. Thompson, Chief Financial Officer, Opus Bank, 19900 MacArthur Boulevard, 12th Floor, Irvine, California 92612;

completing, signing and returning a new proxy card with a later date before the date of the Opus special meeting, and any earlier proxy will be revoked automatically;

calling the toll free number listed on the Opus proxy card or by accessing the Internet site listed on the Opus proxy card to change your vote before 11:59 p.m., Eastern Time, on                , 2020, in which case the later submitted proxy via telephone or Internet, as the case may be, will be recorded and the earlier dated proxy will be revoked; or

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    attending the Opus special meeting and voting in person, and any earlier proxy will be revoked. However, simply attending the Opus special meeting without voting will not revoke an earlier proxy voted by such person.

    If you have instructed a bank, broker or other nominee to vote your shares of Opus common stock or Opus preferred stock, you must follow directions received from the bank, broker or other nominee to change such vote.

Q:    What if I am a record holder and I do not indicate a decision with respect to the matters required to be voted on by the Opus shareholders?

A:
If you are an Opus record holder and you return a signed proxy card without indicating your decision on the merger proposal, compensation proposal and the Opus adjournment proposal, you will have given your consent to vote in favor of the merger proposal, the compensation proposal and the Opus adjournment proposal.

Q:    Whom may I contact if I cannot locate my Opus common stock or Opus preferred stock certificate(s)?

A:
If you cannot locate your certificates representing shares of Opus common stock or Opus preferred stock and believe them to be lost, stolen or destroyed, please follow the instructions in the letter of transmittal you will receive from the exchange agent dealing with lost, stolen, or destroyed certificates. You will then be provided with an affidavit or lost stock certificates to complete and return to the exchange agent.

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SUMMARY

        This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to the shareholders of Pacific Premier and the shareholders of Opus. To more fully understand the merger and for a more complete description of the legal terms of the merger, you should read carefully this entire joint proxy statement/prospectus, including the merger agreement and the other documents included with this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page            . Page references are included in this summary to direct the reader to a more complete description of the topics.

        Throughout this joint proxy statement/prospectus, "Pacific Premier" refers to Pacific Premier Bancorp, Inc. and "Opus" refers to Opus Bank. Also, throughout this joint proxy statement/prospectus, the Agreement and Plan of Reorganization, dated as of January 31, 2020, by and among Pacific Premier, Pacific Premier Bank and Opus, is referred to as the "merger agreement." The merger of Opus with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution, is referred to as the "merger," and the shares of Pacific Premier common stock, par value $0.01 per share, are referred to as "Pacific Premier common stock". The shares of Opus common stock, no par value, are referred to as "Opus common stock", and the shares of Opus series A non-cumulative, non-voting preferred stock, are referred to as "Opus preferred stock". The shares of Pacific Premier common stock to be issued to Opus shareholders in consideration for their shares of Opus common stock and Opus preferred stock, as well as any cash paid in lieu of fractional shares, is referred to as the "merger consideration."

Parties to the Proposed Merger (Page      )

        Pacific Premier Bancorp, Inc. and Pacific Premier Bank.    Pacific Premier is a Delaware-chartered bank holding company for Pacific Premier Bank, a California-chartered commercial bank. Pacific Premier's principal asset is all of the capital stock of Pacific Premier Bank. Pacific Premier Bank provides banking services to businesses, professionals, real estate investors, non-profit organizations and consumers in its primary market area of Southern California currently through 40 locations in the counties of Orange, Los Angeles, Riverside, San Bernardino, San Diego, San Luis Obispo and Santa Barbara, California, as well as markets in Pima and Maricopa Counties, Arizona, Clark County, Nevada, and Clark County, Washington. Through Pacific Premier Bank's branches and its Internet website at www.ppbi.com, Pacific Premier Bank offers a broad array of deposit products and services for both businesses and consumer clients, including checking, money market and savings accounts, cash management services, electronic banking services, and online bill payment. Pacific Premier Bank also offers a wide array of loan products, such as commercial business loans, lines of credit, U.S. Small Business Administration loans, commercial real estate loans, residential home loans, construction loans and consumer loans. Pacific Premier also offers specialty banking products for homeowners associations and franchise lending nationwide.

        As of December 31, 2019, Pacific Premier had, on a consolidated basis, total assets of $11.8 billion, total stockholders' equity of $2.0 billion and total deposits of $8.9 billion. At December 31, 2019, Pacific Premier had gross loans held for investment of $8.7 billion, with real estate loans and business loans collateralized by real estate totaling 75% of its gross loan portfolio.

        Pacific Premier's principal executive offices are located at 17901 Von Karman Ave., Suite 1200, Irvine, California 92614 and its telephone number is (949) 864-8000.

        Opus Bank.    Opus is an FDIC-insured California-chartered commercial bank. Opus provides commercial and retail banking products and solutions to its clients in western markets from its headquarters in Irvine, California and through 46 banking offices, including 28 in California, 16 in the Seattle/Puget Sound region in Washington, one in the Phoenix metropolitan area of Arizona and one in Portland, Oregon. Opus offers a suite of treasury and cash management and depository solutions, and a

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wide range of loan products, including commercial, healthcare, media and entertainment, corporate finance, multifamily residential, commercial real estate and structured finance, and is an SBA preferred lender. Opus offers commercial escrow services and facilitates 1031 exchange transactions through its escrow and exchange divisions. Additionally, Opus's wholly-owned subsidiary, PENSCO Trust Company, has approximately $14 billion of custodial IRA assets and approximately 46,000 client accounts, which are comprised of self-directed investors, financial institutions, capital raisers and financial advisors. Opus is an Equal Housing Lender.

        As of December 31, 2019, Opus, on a consolidated basis, had total assets of $8.0 billion, total loans of $5.9 billion and total deposits of $6.5 billion.

        Opus's principal executive offices are located at 19900 MacArthur Boulevard, 12th Floor, Irvine, California 92612 and its telephone number is (949) 250-9800.

The Merger (Page      )

        The merger agreement is attached to this joint proxy statement/prospectus as Appendix A, which is incorporated by reference into this joint proxy statement/prospectus. Please read the entire merger agreement. It is the legal document that governs the merger. Pursuant to the terms and conditions set forth in the merger agreement, Opus will be acquired by Pacific Premier in a transaction in which Opus will merge with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution, which is referred to as the "merger." Although no assurance can be given, the parties expect to complete the merger during the second quarter of 2020.

Pacific Premier's Reasons for the Merger and Factors Considered by Pacific Premier's Board of Directors (Page      )

        As part of its business strategy, Pacific Premier evaluates opportunities to acquire bank holding companies, banks and other financial institutions, which is an important element of its growth strategy. The acquisition of Opus is consistent with this strategy. Among other things, the acquisition of Opus will (i) increase Pacific Premier's presence in California, (ii) create scale for continued investment and greater operational efficiency, (iii) diversify and strengthen Pacific Premier's revenue and fee income through the acquisition of Opus's trust and escrow business lines, (iv) create opportunities for Pacific Premier Bank to provide additional products and services to the Opus clients, and (v) establish a presence in the Seattle, Washington market.

        Based on Pacific Premier's reasons for the merger described in this joint proxy statement/prospectus, the Pacific Premier board of directors, or Pacific Premier board, has determined that the merger is in the best interests of Pacific Premier and its shareholders and unanimously recommends that Pacific Premier shareholders vote "FOR" approval of the share issuance proposal . For a discussion of the circumstances surrounding the merger and the factors considered by the Pacific Premier board in approving the merger agreement, see "The Merger—Pacific Premier's Reasons for the Merger" beginning on page            .

Opus's Reasons for the Merger and Recommendation of the Opus Board of Directors (Page      )

        The Opus board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Opus and its shareholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Opus board unanimously recommends that holders of Opus common stock and Opus preferred stock vote "FOR" the approval of the merger proposal, "FOR" the approval of the compensation proposal and "FOR" the approval of the Opus adjournment proposal. For a more detailed discussion of the Opus board's recommendation, see the section entitled "The Merger—Opus's Reasons for the Merger and Recommendation of the Opus Board of Directors" beginning on page      .

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Pacific Premier's Financial Advisor believes that the Exchange Ratio in the Merger is Fair, From a Financial Point of View, to Pacific Premier (Page      )

        At the January 31, 2020, Pacific Premier board meeting, representatives of D.A. Davidson & Co., or D.A. Davidson, rendered D.A. Davidson's oral opinion to the Pacific Premier board that the exchange ratio was fair, from a financial point of view, to Pacific Premier. The oral opinion was subsequently confirmed by D.A. Davidson's delivery of its written opinion to the Pacific Premier board, dated January 31, 2020, as to the fairness, as of such date, of the merger consideration to be paid by Pacific Premier to Opus shareholders in the merger pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

        The full text of the written opinion of D.A. Davidson is attached as Appendix B to this joint proxy statement/prospectus. The summary of the opinion of D.A. Davidson set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such written opinion. D.A. Davidson provided its opinion for the information of the Pacific Premier board (solely in its capacity as such) in connection with its consideration of the proposed merger. The opinion only addresses the fairness to Pacific Premier, from a financial point of view, of the merger consideration payable by Pacific Premier to Opus shareholders in the merger pursuant to the merger agreement and does not address any other term, aspect or implication of the merger agreement, the merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. D.A. Davidson's opinion does not constitute a recommendation to the Pacific Premier board, any shareholder of Pacific Premier or any other party as to how to vote or act on any matter relating to the proposed merger or otherwise.

        For a more complete description of D.A. Davidson's opinion, see "Opinion of Pacific Premier's Financial Advisor" beginning on page            of this joint proxy statement/prospectus.

Opinion of Opus's Financial Advisor (Page      )

        At the January 31, 2020 Opus board meeting, representatives of Piper Sandler & Co., or Piper Sandler, rendered Piper Sandler's oral opinion to the Opus board, which was subsequently confirmed in writing on January 31, 2020, to the effect that, as of the date thereof and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on review undertaken by Piper Sandler as set forth in its opinion, the exchange ratio was fair, from a financial point of view, to holders of Opus common stock. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Sandler in preparing the opinion, is attached as Appendix C to this joint proxy statement/prospectus.

        The opinion was for the information of, and was directed to, the Opus board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Opus to engage in the merger or enter into the merger agreement or constitute a recommendation to the Opus board in connection with the merger, and it does not constitute a recommendation to any holder of Opus common stock or Opus preferred stock as to how to vote or act in connection with the merger or any other matter. Piper Sandler's opinion speaks only as of the date of the opinion and does not address the underlying business decision of Opus to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Opus, or the effect of any other transaction in which Opus might engage. Opus shareholders are urged to read the entire opinion carefully in connection with their consideration of the merger proposal.

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Opus Shareholders Will Receive Shares of Pacific Premier Common Stock for Each Share of Opus Common Stock and Opus Preferred Stock Exchanged in the Merger (Page      )

        At the effective time of the merger,

    each outstanding share of Opus common stock will, by virtue of the merger and without any action on the part of an Opus shareholder, be converted into, and canceled in exchange for, the right to receive 0.9000 of a share of Pacific Premier common stock, which is referred to as the exchange ratio; and

    each outstanding share of Opus preferred stock will, by virtue of the merger and without any action on the part of an Opus shareholder, be converted into, and canceled in exchange for, the right to receive that number of shares of Pacific Premier common stock equal to the product of (i) the number of shares of Opus common stock into which such share of Opus preferred stock is convertible in connection with, and as a result of, the merger, and (ii) the exchange ratio.

        In each case, cash will be paid in lieu of any fractional share interest.

Aggregate Merger Consideration.

        Upon completion of the merger, Opus shareholders are expected to receive an aggregate of            shares of Pacific Premier common stock, which, based on a $29.80 closing price of Pacific Premier's common stock on January 31, 2020, represents approximately $1.0 billion of aggregate merger consideration payable to the Opus shareholders. The aggregate number of shares of Pacific Premier stock referenced in the immediately prior sentence is based on, as of the date of this joint proxy statement/prospectus:

                shares of Opus common stock and            shares of Opus preferred stock outstanding;

    restricted shares of Opus common stock, which we refer to as Opus restricted stock, outstanding; and

    time-based Opus restricted stock units, or Opus RSUs, outstanding (other than awards made in 2020 to Opus employees who will become Pacific Premier Bank employees).

Following the completion of the merger, and based the amounts described above and on            shares of Pacific Premier common stock outstanding as of            , 2020, the former Opus shareholders will own approximately        % of the outstanding shares of Pacific Premier common stock and the current shareholders of Pacific Premier will own the remaining approximately         % of the outstanding shares of Pacific Premier common stock.

        The amounts and percentages in the immediately preceding paragraph do not take into account or otherwise give effect to:

    any shares of Pacific Premier common stock that may be issuable upon exercise prior to the effective time of the merger to holders of (a) options to acquire shares of Opus common stock, which we refer to as Opus options, (b) warrants exercisable for shares of Opus common stock, which we refer to as Opus common warrants and (c) warrants exercisable for shares of Opus preferred stock, which we refer to as Opus preferred warrants;

    Opus performance-based restricted stock units, or Opus PRSUs, that may vest prior to the effective time of the merger;

    Opus RSUs and Opus PRSUs awarded in 2020 to Opus employees who will become Pacific Premier Bank employees; and

    any tax withholding obligations.

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        Assuming that, immediately prior to the effective time of the merger, all outstanding Opus options and warrants to purchase shares of Opus common stock or Opus preferred stock, which we collectively refer to as Opus warrants, are exercised in full and all of the Opus PRSUs (other than Opus PRSUs awarded in 2020 to Opus employees who will become Pacific Premier Bank employees) vest in full, in each case prior to giving effect to any tax withholding obligations, Pacific Premier would be required to issue an additional            shares of Pacific Premier common stock. It is not feasible to predict how many Opus options and Opus warrants will actually be exercised or how many Opus PRSUs, if any, will vest prior to the closing.

Fractional Shares.

        No fractional shares of Pacific Premier common stock will be issued, and in lieu of fractional shares, each holder of Opus common stock or Opus preferred stock who would otherwise be entitled to a fractional share interest will receive an amount in cash, without interest, determined by multiplying such fractional interest by the average closing price per share of Pacific Premier common stock, as reported on the NASDAQ Global Select Market, for the five (5) trading days ending on and including the fifth trading day prior to the closing date of the merger, which we refer to as the Pacific Premier average share price, rounded to the nearest whole cent.

Treatment of Outstanding Opus Options (Page      )

        At the effective time of the merger, each vested Opus option that is outstanding and unexercised immediately prior to the effective time will be canceled in exchange for the right to receive from Opus, immediately prior to the effective time, a single lump sum cash payment equal to the product of (i) the number of shares of Opus common stock subject to such Opus option immediately prior to the effective time, and (ii) the excess, if any, of (A) the Pacific Premier average share price (which is the average closing price per share of Pacific Premier common stock, as reported on the NASDAQ Global Select Market, for the five (5) trading days ending on and including the fifth trading day prior to the closing date of the merger) multiplied by the exchange ratio, over (B) the exercise price per share of such Opus option, less any applicable taxes required to be withheld with respect to such payment. If the exercise price per share of any such Opus option is equal to or greater than the Pacific Premier average share price multiplied by the exchange ratio, the Opus option will be canceled without any cash payment being made in respect thereof. For Opus options that are exercised before the closing, the underlying shares of Opus common stock received upon exercise will be exchanged for the merger consideration in accordance with the exchange ratio.

        Assuming no Opus options are exercised before the closing, cash payments to holders of Opus options would amount to approximately $400,000 in the aggregate based on the closing price of the Pacific Premier common stock as of January 31, 2020.

Treatment of Outstanding Opus Restricted Stock and RSUs (Page      )

        Opus Restricted Stock and Opus Time-Based Restricted Stock Units.    Each outstanding award of Opus restricted stock and each outstanding award of Opus RSUs, other than Opus RSUs awarded in 2020 to Opus employees who will become Pacific Premier Bank employees, in each case, granted pursuant to Opus's equity incentive plans, and after taking into account applicable tax withholdings, will become fully vested effective immediately prior to the effective time of the merger. Upon the effective time of the merger, such vested awards will be canceled in exchange for the right to receive a number of shares of Pacific Premier common stock equal to the number of shares of Opus common stock underlying such vested awards immediately prior to the effective time of the merger multiplied by the exchange ratio, plus cash in lieu of any fractional share interest.

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        At the effective time of the merger, each Opus RSU awarded in 2020 to Opus employees who will become Pacific Premier Bank employees will automatically cease to represent a restricted stock unit denominated in shares of Opus common stock and will be substituted with a restricted stock unit denominated in shares of Pacific Premier common stock, which we refer to as a Pacific Premier RSU with terms substantially similar to the terms and conditions (including the same vesting terms) that applied to the applicable Opus RSU immediately prior to the effective time of the merger. The number of shares of Pacific Premier common stock subject to each such Pacific Premier RSU will be equal to the product (rounded to the nearest whole number) of (x) the number of shares of Opus common stock subject to such Opus RSU immediately prior to the effective time of the merger multiplied by (y) the exchange ratio.

        Opus Performance-Based Restricted Stock Units.    Each outstanding award of Opus PRSUs, other than any Opus PRSUs awarded in 2020 to Opus employees who will become Pacific Premier Bank employees, will become vested effective immediately prior to the effective time of the merger in a number of units in respect of such award as determined in accordance with the applicable award agreement or Opus's equity plan (after taking into account applicable tax withholdings) and canceled in exchange for the right to receive a number of shares of Pacific Premier common stock equal to the number of shares of Opus common stock underlying such vested awards immediately prior to the effective time of the merger multiplied by the exchange ratio, plus cash in lieu of any fractional share interest.

        At the effective time of the merger, each Opus PRSU awarded in 2020 to Opus employees who will become Pacific Premier Bank employees will automatically cease to represent a performance stock unit denominated in shares of Opus common stock and will be substituted with a Pacific Premier RSU with terms substantially similar to the terms and conditions (including the same service-based vesting terms but excluding performance-based vesting terms) as were applicable to the applicable Opus PRSU immediately prior to the effective time of the merger. The number of shares of Pacific Premier common stock subject to each such Pacific Premier RSU will be equal to the product (rounded to the nearest whole number) of (x) the number of shares of Opus common stock subject to such Opus PRSU immediately prior to the effective time of the merger, determined based on the greater of the Shortened Period RSUs (as such term is defined in the award agreement applicable to the Opus PRSUs) and the target number of the applicable Opus PRSUs, multiplied by (y) the exchange ratio.

Treatment of Outstanding Opus Warrants (Page      )

        Pursuant to the terms of the merger agreement, Opus is required to use its reasonable best efforts to obtain from each holder of a then-outstanding Opus warrant, no later than five (5) business days prior to the closing of the merger, either (x) a written acknowledgement with regard to the cancellation of such Opus warrant (which we refer as a warrant cancellation notice) immediately prior to the effective time of the merger and the payment therefor as described in the immediately following paragraph, or (y) a written notice providing for the exercise (for cash or cashless) (which we refer as a warrant exercise notice) effective immediately prior to the effective time of the merger of such holder's Opus warrant in accordance with the terms described below.

        Each outstanding Opus warrant for which a warrant cancellation notice has been received will be canceled in exchange for the right of the holder of such Opus warrant to receive from Pacific Premier a single lump sum cash payment, equal to the product of (x) the number of shares of Opus common stock subject to such Opus warrant (on an as-converted basis in the case of warrants to purchase Opus preferred stock) immediately prior to the effective time of the merger, and (y) the excess, if any, of (A) the Pacific Premier average share price multiplied by the exchange ratio over (B) the exercise price per share of Opus common stock of such Opus warrant (on an as-converted basis in the case of warrants to purchase Opus preferred stock), less any applicable taxes required to be withheld with respect to such payment. If the exercise price per share of any such Opus warrant (on an as-converted

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basis, in the case of warrants to purchase Opus preferred stock) is equal to or greater than the Pacific Premier average share price multiplied by the exchange ratio, such Opus warrant will be canceled without any cash payment being made in respect thereof.

        Each outstanding Opus warrant for which a warrant exercise notice has been received will be deemed exercised, and the shares of Opus common stock or Opus preferred stock, as the case may be, issuable upon exercise of such Opus warrant will be deemed issued immediately prior to the effective time of the merger. At the effective time of the merger, the shares of Opus common stock or Opus preferred stock, as the case may be, issued pursuant to the warrant exercise notice will be converted into the right to receive the merger consideration.

        In the event that, for any outstanding Opus warrant, Opus has not received a warrant cancellation notice or a warrant exercise notice at least five (5) business days prior to the closing of the merger, then in accordance with the terms of such Opus warrant and the merger agreement, Pacific Premier will assume such Opus warrant and will be obligated to pay the merger consideration to the holder of such Opus warrant upon exercise thereof in accordance with its terms.

        Assuming warrant cancellation notices are received for all Opus warrants, such cash payments would amount to approximately $3.1 million in the aggregate based on the closing price of the Pacific Premier common stock as of January 31, 2020.

Transmittal Materials (Page      )

        After the transmittal materials have been received and processed following the closing of the merger, Opus shareholders will be sent the Pacific Premier common stock and any cash in lieu of fractional shares to which they are entitled. If an Opus shareholder holds shares in street name, he or she will receive information from his or her bank, broker or other nominee advising such Opus shareholder of the process for receiving the Pacific Premier common stock and any cash in lieu of fractional shares to which he or she is entitled.

        Each Opus shareholder will need to surrender his or her Opus common stock certificates or Opus preferred stock certificates or follow instructions for the transfer of shares of Opus common stock or Opus preferred stock held in book-entry form, to receive the appropriate merger consideration. Opus shareholders should not send any share certificates now. Each Opus shareholder will receive detailed instructions on how to exchange his or her share certificates or book-entry shares along with transmittal materials promptly following the closing of the merger.

Per Share Market Price and Dividend Information (Page      )

        Shares of Pacific Premier common stock currently trade on the NASDAQ Global Select Market under the symbol "PPBI." Shares of Opus common stock also trade on the NASDAQ Global Select Market, under the symbol "OPB."

        The following table sets forth the closing sale prices of (i) Pacific Premier common stock as reported on the NASDAQ Global Select Market and (ii) Opus common stock as reported on the NASDAQ Global Select Market, on January 31, 2020, the last trading day before Pacific Premier announced the merger, and on                , 2020, the last practicable trading day before the distribution of this joint proxy statement/prospectus. To help illustrate the market value of the per share merger consideration to be received by Opus's shareholders, the following table also presents the equivalent market value per share of Opus common stock as of January 31, 2020 and                , 2020, which were determined by multiplying the closing price for the Pacific Premier common stock on those dates by the exchange ratio of 0.9000 of a share of Pacific Premier common stock for each share of Opus common

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stock. See "The Merger—The Merger Consideration" beginning on page            for additional information about the merger consideration to be received by holders of Opus common stock.

 
  Pacific Premier
Common Stock
  Opus
Common Stock
  Equivalent
Market Value
Per Share of
Opus
 

At January 31, 2020

  $ 29.80   $ 26.64   $ 26.82  

At , 2020

  $          $          $         

        The market price of Pacific Premier common stock and Opus common stock may fluctuate prior to the date of the Pacific Premier special meeting, the date of the Opus special meeting and the date an Opus shareholder receives the merger consideration. Opus shareholders should obtain a current price quotation for the shares of Pacific Premier common stock to update the implied value for a share of Opus common stock.

Pacific Premier has been paying a regular quarterly dividend on its common stock since the first quarter of 2019 (Page      )

        Pacific Premier has been paying a regular quarterly dividend on its common stock since the first quarter of 2019. Pacific Premier intends to continue to pay regular quarterly cash dividends on its common stock throughout 2020 and following the merger, if and when declared by the Pacific Premier board out of funds legally available for that purpose and subject to regulatory restrictions.

Material Federal Income Tax Consequences of the Merger (Page      )

        The merger is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code, and it is a condition to completion of the merger that Pacific Premier and Opus each receive a legal opinion to that effect.

        Assuming the merger qualifies as a reorganization, subject to the limitations and more detailed discussion set forth in "The Merger—Material Federal Income Tax Consequences" beginning on page            , an Opus shareholder that is a U.S. holder generally will not recognize gain or loss on the exchange of Opus common stock for Pacific Premier common stock in the merger, other than with respect to cash received in lieu of fractional shares of Pacific Premier common stock.

        Tax matters are complicated, and the tax consequences of the merger to a particular Opus shareholder will depend in part on such shareholder's individual circumstances. Accordingly, each Opus shareholder is urged to consult his or her own tax advisor for a full understanding of the tax consequences of the merger to such shareholder, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Date, Time and Location of the Pacific Premier Special Meeting (Page      )

        The Pacific Premier special meeting will be held at                 a.m., Pacific Time, on                , 2020 at 17901 Von Karman Avenue, Suite 200, Irvine, California 92614. At the Pacific Premier special meeting, Pacific Premier shareholders will be asked to:

    approve the share issuance proposal; and

    approve the Pacific Premier adjournment proposal.

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Date, Time, and Location of the Opus Special Meeting (Page      )

        The Opus special meeting will be held at 9:00 a.m., Pacific Time, on                at the Pacific Club, 4110 MacArthur Blvd, Newport Beach, California 92660. At the Opus special meeting, Opus shareholders will be asked to:

    approve the merger proposal;

    approve the compensation proposal; and

    approve the Opus adjournment proposal.

Record Date and Voting Rights for the Pacific Premier Special Meeting (Page      )

        Each Pacific Premier shareholder is entitled to vote at the Pacific Premier special meeting if he or she owned shares of Pacific Premier common stock as of the close of business on the                , 2020, the Pacific Premier record date. Each Pacific Premier shareholder will have one vote at the Pacific Premier special meeting for each share of Pacific Premier common stock that he or she owned on that date.

        Pacific Premier shareholders of record may vote by mail, telephone or over the Internet, or by attending the Pacific Premier special meeting and voting in person. Each proxy returned to Pacific Premier by a holder of Pacific Premier common stock, which is not revoked, will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed Pacific Premier proxy that is returned, such proxy will be voted "FOR" approval of the share issuance proposal and "FOR" the approval of the Pacific Premier adjournment proposal.

Record Date and Voting Rights for the Opus Special Meeting (Page      )

        Each Opus shareholder is entitled to vote at the Opus special meeting if he or she owned shares of Opus common stock or Opus preferred stock as of the close of business on the            , 2020, the Opus record date. Each Opus shareholder will have one vote at the Opus special meeting for each share of Opus common stock or Opus preferred stock that he or she owned on that date.

        Opus shareholders of record may vote by mail, telephone or over the Internet, or by attending the Opus special meeting and voting in person. Each proxy returned to Opus by a holder of Opus common stock or Opus preferred stock, which is not revoked, will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed Opus proxy that is returned, such proxy will be voted "FOR" approval of the merger proposal, "FOR" approval of the compensation proposal and "FOR" approval of the Opus adjournment proposal.

Approval of the Share Issuance Proposal by the Pacific Premier Shareholders Requires the Affirmative Vote of the Majority of the Votes Cast at the Pacific Premier Special Meeting by the Holders of Pacific Premier Common Stock Entitled to Vote at the Pacific Premier Special Meeting (Page     )

        The affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by the holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting is necessary to approve the share issuance proposal. At the close of business on the Pacific Premier record date, there were             shares of Pacific Premier common stock outstanding held by            holders of record. Each holder of record of Pacific Premier common stock on the Pacific Premier record date is entitled to one vote for each share held on all matters to be voted upon at the Pacific Premier special meeting. If a Pacific Premier shareholder does not vote, it will have no impact on the share issuance proposal.

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Management of Pacific Premier Owns Shares Which May Be Voted at the Pacific Premier Special Meeting

        As of the Pacific Premier record date, the executive officers and directors of Pacific Premier, as a group, held            shares of Pacific Premier common stock, or approximately            of the outstanding Pacific Premier common stock. While the executive officers and directors of Pacific Premier have not entered into voting agreements agreeing to vote their shares of Pacific Premier common stock in a particular manner, it is anticipated that the executive officers and directors of Pacific Premier will vote consistent with the recommendation of the Pacific Premier board, which is to vote "FOR" the share issuance proposal.

Approval of the Merger Proposal Requires the Affirmative Vote of Holders of a Majority of the Issued and Outstanding Shares of the Opus Common Stock and the Affirmative Vote of Holders of a Majority of the Issued and Outstanding Shares of the Opus Preferred Stock, Voting as Separate Classes (Page      )

        The affirmative vote of the holders of a majority of the issued and outstanding shares of the Opus common stock and the affirmative vote of the holders of a majority of the issued and outstanding shares of the Opus preferred stock, voting as separate classes, are necessary to approve the merger proposal. At the close of business on the Opus record date, there were            shares of Opus common stock outstanding and entitled to vote, held by            holders of record and            shares of Opus preferred stock outstanding and entitled to vote, held by            holders of record. Each holder of record of Opus common stock and Opus preferred stock on the Opus record date is entitled to one vote for each share held on all matters to be voted upon at the Opus special meeting. If an Opus shareholder does not vote, it will have the same effect as a vote against the merger proposal.

Opus Management and Certain Opus Shareholders Own Shares which may be Voted at the Opus Special Meeting (Page      )

        As of the Opus record date, Opus directors who own shares of Opus common stock and certain Opus executive officers and certain shareholders who own in the aggregate approximately    % of the outstanding shares of Opus common stock and approximately    % of the outstanding Opus preferred stock, have each entered into shareholder agreements with Pacific Premier, Pacific Premier Bank, and Opus pursuant to which they have agreed, among other things, in their capacity as Opus shareholders to vote their shares of Opus common stock and Opus preferred stock, in favor of the merger proposal. The form of shareholder agreement is attached as Annex A to the merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus.

Dissenters' Rights for Holders of Opus Preferred Stock (Page      )

        The shares of Opus preferred stock held by Opus shareholders who do not vote their shares of Opus preferred stock in favor of the merger proposal and who properly demand the purchase of such shares in accordance with Chapter 13 of the California General Corporation Law of the State of California, or CGCL, will not be converted into the right to receive the merger consideration otherwise payable for Opus preferred stock upon consummation of the merger, but will instead be converted into the right to receive such consideration as may be determined to be due pursuant to Chapter 13 of CGCL. The full text of Chapter 13 of the CGCL (Sections 1300 through 1313) is attached to this joint proxy statement/prospectus as Annex D and is incorporated herein by reference. Annex D should be reviewed carefully by any holders of Opus preferred stock who wish to exercise dissenters' rights or who wish to preserve the right to do so, since failure to comply with the procedures of the relevant statute in any respect will result in the loss of dissenters' rights. Those Opus shareholders who in the aggregate own approximately 98% of the outstanding shares of Opus preferred stock and have entered

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into shareholder agreements that require such holders to vote in favor of the merger proposal will not have dissenters' rights.

        Opus is required to provide Pacific Premier prompt notice upon receipt by Opus of any such written demands for payment of the fair value of such shares of Opus preferred stock and of withdrawals of such demands and any other instruments provided pursuant to the CGCL. If any holder of dissenting shares has effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise), the dissenting shares held by such holder will be converted on a share by share basis into the right to receive the merger consideration. Any payments made in respect of dissenting shares will be made by Pacific Premier or the Pacific Premier Bank within the time period set forth in the CGCL. See "The Merger—Dissenters' Rights for Holders of Opus Preferred Stock" beginning on page      .

Opus is Prohibited from Soliciting Other Offers (Page      )

        Opus has agreed that, while the merger is pending, it will not solicit, initiate, knowingly encourage or, subject to certain limited exceptions, participate in discussions with any third party other than Pacific Premier regarding extraordinary transactions such as a merger, business combination or sale of a material amount of its assets or capital stock.

Pacific Premier and Opus Must Meet Several Conditions to Complete the Merger (Page      )

        Completion of the merger depends on meeting a number of conditions, including the following:

    holders of Pacific Premier common stock must approve the issuance of Pacific Premier common stock in the merger;

    holders of Opus common stock and Opus preferred stock, voting as separate classes, must approve the merger agreement;

    Pacific Premier and Opus must receive all required regulatory approvals required to consummate the merger and such approvals must remain in full force and effect, and any waiting periods required by law must have expired and no such approval may contain any conditions, restrictions or requirements that would require Pacific Premier or Opus to take any action or commit to take any action that would reasonably be likely to have a material adverse effect (as defined under "The Merger—Conditions to the Merger" on page      ) on Pacific Premier and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to Opus and its subsidiaries, taken as a whole);

    no statute, rule, regulation, judgment, decree, injunction or other order which is in effect and prohibits the consummation of the merger will have been enacted, issued, promulgated, enforced or entered by a governmental authority of competent jurisdiction;

    the registration statement of Pacific Premier, of which this document is a part, must have become effective under the Securities Act of 1933, as amended, or the Securities Act, and no stop order suspending the effectiveness of such registration statement will have been issued and no proceedings for that purpose will have been initiated by the Securities and Exchange Commission, which we refer to as the Commission, and not withdrawn;

    the Pacific Premier common stock to be issued to Opus shareholders as the merger consideration in the merger must have been approved for listing on the NASDAQ Global Select Market;

    the representations and warranties made by Pacific Premier, Pacific Premier Bank and Opus in the merger agreement must be true and correct as of the date of the merger agreement and as of the effective time of the merger, except for certain inaccuracies that would not have, or would not reasonably be expected to have, a material adverse effect;

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    Pacific Premier, Pacific Premier Bank and Opus must have complied in all material respects with their respective obligations in the merger agreement;

    Pacific Premier and Opus must have each received a written opinion from their respective counsel that the merger will be treated for federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code;

    as of the month end prior to the closing date, Opus must have an aggregate outstanding balance of non-maturity deposits of at least $5.09 billion (on January 31, 2020, Opus Bank had an aggregate outstanding balance of non-maturity deposits equal to $5.65 billion);

    no later than five (5) business days prior to the closing date, Pacific Premier must have received an updated schedule of merger related expenses from Opus;

    Pacific Premier must have received such certificates of Opus's officers or others and such other documents to evidence fulfillment of the conditions to its obligations as Pacific Premier may reasonably request; and

    Opus must have received such certificates of Pacific Premier's and Pacific Premier Bank's officers or others and such other documents to evidence fulfillment of the conditions to its obligations as Opus may reasonably request.

        Unless prohibited by law, either Pacific Premier or Opus could elect to waive a condition that has not been satisfied and complete the merger. The parties cannot be certain whether or when any of the conditions to the merger will be satisfied, or waived where permissible, or that the merger will be completed.

Pacific Premier and Opus Will File Regulatory Applications to Seek Regulatory Approvals to Complete the Merger (Page      )

        To complete the merger, the parties need the prior approval from the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve, the California Department of Business Oversight, which we refer to as CA DBO and the Colorado Department of Regulatory Agencies, Division of Banking, which we refer to as DORA. The prior approval of DORA is required because the merger will result in a change of control of Opus's subsidiary, PENSCO Trust Company LLC, or PENSCO, which is a Colorado trust company. Following the merger, Pacific Premier intends to operate PENSCO as a trust department within Pacific Premier Bank, subject to the receipt of requisite regulatory approvals that are not a condition to the merger. The Department of Justice, or DOJ, will have between fifteen (15) and thirty (30) days following any approval of a federal banking agency to challenge the approval on antitrust grounds. Pacific Premier and Opus will file all necessary applications with the Federal Reserve, the CA DBO and DORA. Pacific Premier and Opus cannot predict whether the required regulatory approvals will be obtained, or, if so when, or whether any such approvals will have conditions which would be detrimental to Pacific Premier following completion of the merger.

Pacific Premier and Opus May Terminate the Merger Agreement (Page      )

        Pacific Premier and Opus can mutually agree in writing at any time to terminate the merger agreement before completing the merger, even if Opus shareholders have already voted to approve the merger proposal.

        Pacific Premier or Opus can also terminate the merger agreement:

    if the terminating party is not in material breach of any representation, warranty, covenant, or agreement contained in the merger agreement, in the event of a breach by the other party of any representation, warranty, covenant, or agreement contained in the merger agreement that

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      (i) cannot be or has not been cured prior to the earlier of (A) thirty (30) days after the giving of written notice to the breaching party of such breach and (B) December 31, 2020 (which date may be extended to March 31, 2021 under the circumstances described in the following bullet point) and (ii) would entitle the non-breaching party not to consummate the merger;

    in the event that the merger is not consummated by December 31, 2020, referred to as the outside date, except to the extent that the failure to consummate the merger by such date is due to (i) the failure of the party seeking to terminate to perform or observe its covenants and agreements set forth in the merger agreement, or (ii) the failure of any of the Opus shareholders (if Opus is the party seeking to terminate) to perform or observe their respective covenants under their respective Opus shareholder agreements with Pacific Premier; provided, that the outside date may be extended to March 31, 2021 by either party's written notice to the other party if the closing has not occurred by December 31, 2020 due to the failure to receive all requisite regulatory approvals and all other conditions to closing have been satisfied (other than conditions that are to be satisfied at closing);

    in the event the approval of any governmental authority required for consummation of the merger has been denied by final, non-appealable action of the governmental authority, or any governmental authority will have issued a final, non-appealable injunction permanently enjoining or otherwise prohibiting the consummation of the merger, or an application for approval has been permanently withdrawn by mutual agreement of Pacific Premier and Opus at the formal or informal request of a governmental authority, provided that no party has the right to terminate the merger agreement if the party seeking to terminate the merger agreement failed to perform or observe its covenants set forth in the merger agreement; or

    if the approval of the issuance of shares of Pacific Premier common stock in connection with the merger by Pacific Premier shareholders or the approval of any other matters required to be approved by Pacific Premier shareholders has not been obtained by reason of the failure to obtain the required vote at the Pacific Premier special meeting or at any adjournment or postponement thereof.

        In addition, Pacific Premier may terminate the merger agreement if approval of the merger agreement by Opus's shareholders has not been obtained by reason of the failure to obtain the required vote at the Opus special meeting or at any adjournment or postponement thereof.

        Pacific Premier may also terminate the merger agreement if (i) Opus has materially breached its covenants described under "The Merger—No Solicitation" on page in any respect adverse to Pacific Premier prior to the Opus special meeting, (ii) the Opus board fails to recommend to the Opus shareholders that they approve the merger agreement, or withdraws, modifies or changes its recommendation to the Opus shareholders in a manner adverse in any respect to the interests of Pacific Premier, or (iii) the Opus board fails to call, give notice of, convene, or hold the Opus special meeting.

        Opus may also terminate the merger agreement if (i) prior to the Pacific Premier special meeting, the Pacific Premier board has failed to recommend to the Pacific Premier shareholders that they approve the issuance of shares of Pacific Premier common stock to the Opus shareholders, or withdraws, modifies, or changes its recommendation to the Pacific Premier shareholders in a manner adverse in any respect to the interests of Opus, or (ii) the Pacific Premier board fails to call, give notice of, convene or hold the Pacific Premier special meeting.

        Opus may also terminate the merger agreement if, prior to the approval of the merger agreement by Opus shareholders at the Opus special meeting, (i) the Opus board authorizes Opus to enter into a binding written agreement with respect to a superior proposal, as defined in the merger agreement, and

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(ii) Opus pays to Pacific Premier the termination fee described below substantially concurrently with the termination of the merger agreement.

Termination Fee (Page      )

        Opus must pay Pacific Premier a termination fee of $38,658,859 if the merger agreement is terminated under specified circumstances.

Pacific Premier and Opus May Amend the Merger Agreement (Page      )

        The parties may amend or modify the merger agreement by written agreement at any time before the effective time of the merger; provided, however, no amendment that by law requires further approval by the Opus shareholders may be made after the approval of the principal terms of the merger agreement by the Opus shareholders without first obtaining such approval.

Opus's Directors and Officers Have Some Interests in the Merger That Are in Addition to or Different Than the Interests of Opus Shareholders (Page      )

        Opus directors and officers have interests in the merger as individuals that are in addition to, or different from, their interests as shareholders of Opus, which are:

    upon consummation of the merger, each outstanding and unexercised Opus option, including unvested Opus options which will accelerate and vest in full immediately prior to the effective time, will be canceled in exchange for the right to receive from Opus, immediately prior to the effective time of the merger, a single-lump sum cash payment;

    upon consummation of the merger, each outstanding award of Opus restricted stock and Opus RSUs, other than Opus RSUs awarded in 2020 to Opus employees who will become Pacific Premier employees, and after taking into account applicable tax withholdings, will become fully vested and, as of the effective time of the merger, will be converted into the right to receive the merger consideration;

    upon consummation of the merger, each Opus employee who will become a Pacific Premier employee and who was awarded in 2020 an Opus RSU, will receive a Pacific Premier RSU (with substantially similar terms and conditions), in substitution of their Opus RSU;

    upon consummation of the merger, each outstanding award of Opus PRSUs, other than Opus PRSUs awarded in 2020 to Opus employees who will become Pacific Premier employees, will become vested in accordance with the applicable award agreement or Opus's equity plan (after taking into account applicable tax withholdings) and will be converted into the right to receive the merger consideration;

    upon consummation of the merger, each Opus employee who will become a Pacific Premier employee and who was awarded in 2020 an Opus PRSU will receive a Pacific Premier RSU (with substantially similar terms and conditions other than performance-based vesting terms) in substitution of the Opus PRSU;

    the agreement of Pacific Premier to honor indemnification obligations of Opus for a period of six years, as well as to purchase liability insurance for Opus's directors and officers for six years following the merger, subject to the terms of the merger agreement;

    cash payments to executive officers of Opus in the aggregate amount of approximately $             million, on a pre-tax basis, as well as continuation of health and welfare benefits for such executive officers, in each case, consisting of severance and certain other cash payments owed to such executive officers in connection with the merger pursuant to the terms of their respective employment, retention or similar agreements with Opus; and

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    pursuant to the terms of the merger agreement, two existing directors of the Pacific Premier board and the Pacific Premier Bank board will resign, effective no later than immediately prior to the effective time of the merger, and Pacific Premier and Pacific Premier Bank are required to take all actions necessary to appoint or elect, effective as of the effective time of the merger, two existing Opus directors, each of whom must be mutually agreeable to Pacific Premier and Opus, as directors of Pacific Premier and Pacific Premier Bank. Pacific Premier and Opus have determined that the two existing directors of the Opus board who will be appointed or elected to the Pacific Premier board effective as of the effective time of the merger will be G. Malpass "Mal" Durkee and Richard C. Thomas. Determinations regarding the two existing directors of the Pacific Premier board and the Pacific Premier Bank board who will resign effective no later than immediately prior to the effective time of the merger have not yet been made. Messrs. Durkee and Thomas will serve until the first annual meeting of the shareholders of Pacific Premier and Pacific Premier Bank following the effective time of the merger and until his respective successor is elected and qualified. Subject to the fiduciary duties of the Pacific Premier board, Pacific Premier is required to include Messrs. Durkee and Thomas on the list of nominees for director presented by the Pacific Premier board and for which the Pacific Premier board will solicit proxies at the first annual meeting of the stockholders of Pacific Premier following the effective time of the merger.

        The boards of directors of Pacific Premier and Opus were aware of the foregoing interests and considered them, among other matters, in approving the merger agreement and the merger.

Boards of Directors and Officers of Pacific Premier and Pacific Premier Bank After the Merger (page      )

        Except as described in the next sentence, the directors and officers of Pacific Premier and Pacific Premier Bank immediately prior to the effective time of the merger will be the directors and officers of Pacific Premier and Pacific Premier Bank following the merger until the earlier of their resignation or removal or until their respective successors are duly appointed and qualified. In connection with the merger and under the terms of the merger agreement, however, two existing directors of the Pacific Premier board and the Pacific Premier Bank board will resign, effective no later than immediately prior to the effective time of the merger, and Pacific Premier and Pacific Premier Bank are required to take all actions necessary to appoint or elect, effective as of the effective time of the merger, two existing Opus directors, each of whom must be mutually agreeable to Pacific Premier and Opus, as directors of Pacific Premier and Pacific Premier Bank. Pacific Premier and Opus have determined that the two existing directors of the Opus board who will be appointed or elected to the Pacific Premier board effective as of the effective time of the merger will be G. Malpass "Mal" Durkee and Richard C. Thomas. Determinations regarding the two existing directors of the Pacific Premier board and the Pacific Premier Bank board who will resign effective no later than immediately prior to the effective time of the merger have not yet been made. Messrs. Durkee and Thomas will serve until the first annual meeting of the shareholders of Pacific Premier and Pacific Premier Bank following the effective time of the merger and until his respective successor is elected and qualified. Subject to the fiduciary duties of the Pacific Premier board, Pacific Premier is required to include Messrs. Durkee and Thomas on the list of nominees for director presented by the Pacific Premier board and for which the Pacific Premier board will solicit proxies at the first annual meeting of the stockholders of Pacific Premier following the effective time of the merger.

Accounting Treatment of the Merger (Page      )

        The merger will be accounted for under the acquisition method of accounting under U.S. generally accepted accounting principles, or GAAP.

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Assumption of Opus Subordinated Debt Obligations (Page      )

        Pacific Premier has agreed to assume, or to cause one of its subsidiaries to assume, Opus's obligations under its 5.5% fixed-to-floating rate subordinated notes due July 1, 2026, or the Opus subordinated notes, which had a carrying value of approximately $133.28 million as of December 31, 2019.

Pacific Premier Shareholders and Opus Shareholders Have Different Rights (Page      )

        The rights of Pacific Premier shareholders differ from the rights of Opus shareholders. Pacific Premier is incorporated under the laws of the State of Delaware. The rights of holders of Pacific Premier common stock are governed by the Delaware General Corporation Law, or DGCL, as well as Pacific Premier's second amended and restated certificate of incorporation, as amended, which we refer to as the Pacific Premier certificate of incorporation, and Pacific Premier's amended and restated bylaws, which we refer to as the Pacific Premier bylaws. Opus is incorporated under the laws of the State of California. The rights of holders of Opus common stock and Opus preferred stock are governed by the California General Corporation Law, or CGCL, as well as by Opus's articles of incorporation, as amended, which we refer to as the Opus articles, and its amended and restated bylaws, which we refer to as the Opus bylaws. Following the closing of the merger, shareholders of Opus will receive shares of Pacific Premier common stock in exchange for their shares of Opus common stock and Opus preferred stock and become shareholders of Pacific Premier, and their rights as shareholders of Pacific Premier will be governed by the Pacific Premier certificate of incorporation, the Pacific Premier bylaws and the DGCL.

Risk Factors (see page      )

        Before voting at the Pacific Premier special meeting or the Opus special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled "Risk Factors" beginning on page      . You should also read and consider the risk factors relating to the businesses of Pacific Premier and ownership of Pacific Premier common stock described in Part I, Item 1A of Pacific Premier's Annual Report on Form 10-K for the year ended December 31, 2019 that has been filed with the Commission, as well as any subsequent documents filed by Pacific Premier with the Commission, which are incorporated into this joint proxy statement/prospectus by reference. See "Where You Can Find More Information" beginning on page      . You should also read and consider risk factors relating to the businesses of Opus that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Opus's Annual Report on Form 10-K for the year ended December 31, 2019, a copy of which is attached as Appendix E to this joint proxy statement/prospectus.

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SELECTED HISTORICAL FINANCIAL DATA

        The following tables present selected consolidated historical financial data of Pacific Premier and selected consolidated historical financial data of Opus.

Selected Consolidated Historical Financial Data of Pacific Premier

        Set forth below are selected historical financial data derived from Pacific Premier's audited consolidated financial statements as of and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015. You should read the information set forth below, together with Pacific Premier's consolidated financial statements and related notes, included in Pacific Premier's Annual Report on Form 10-K for the year ended December 31, 2019. Pacific Premier's Annual Report on Form 10-K for the year ended December 31, 2019 was filed with the Commission on February 28, 2020 and is incorporated by reference in this joint proxy statement/prospectus.

 
  At or For the Year Ended December 31,  
 
  2019   2018   2017   2016   2015  
 
  (Dollars in thousands, except per share data)
 

Selected Balance Sheet Data:

                               

Total assets

  $ 11,776,012   $ 11,487,387   $ 8,024,501   $ 4,036,311   $ 2,789,599  

Securities, FHLB, FRB and other stock

    1,499,283     1,243,350     871,601     426,832     312,207  

Loans held for sale, net

    1,672     5,719     23,426     7,711     8,565  

Loans held for investment, net

    8,686,613     8,800,746     6,167,288     3,220,317     2,236,998  

Allowance for loan losses

    35,698     36,072     28,936     21,296     17,317  

Total deposits

    8,898,509     8,658,351     6,085,886     3,145,581     2,195,123  

Total borrowings

    732,171     777,994     641,410     397,354     265,388  

Total stockholders' equity

    2,012,594     1,969,697     1,241,996     459,740     298,980  

Operating Data:

                               

Interest income

  $ 526,107   $ 448,423   $ 270,005   $ 166,605   $ 118,356  

Interest expense

    78,806     55,712     22,503     13,530     12,057  

Net interest income

    447,301     392,711     247,502     153,075     106,299  

Provision for credit losses

    5,719     8,253     8,432     9,296     6,631  

Net interest income after provision for credit losses

    441,582     384,458     239,070     143,779     99,668  

Net gains from loan sales

    6,642     10,759     12,468     9,539     7,970  

Other noninterest income

    28,594     20,268     18,646     10,063     6,418  

Noninterest expense

    259,065     249,905     167,958     98,063     73,332  

Income before income tax

    217,753     165,580     102,226     65,318     40,724  

Income tax

    58,035     42,240     42,126     25,215     15,209  

Net income

  $ 159,718   $ 123,340   $ 60,100   $ 40,103   $ 25,515  

Per Share Data:

                               

Earnings per share—basic

  $ 2.62   $ 2.29   $ 1.59   $ 1.49   $ 1.21  

Earnings per share—diluted

    2.60     2.26     1.56     1.46     1.19  

Weighted average common shares outstanding—basic

    60,339,714     53,963,047     37,705,556     26,931,634     21,156,668  

Weighted average common shares outstanding—diluted

    60,692,281     54,613,057     38,511,261     27,439,159     21,488,698  

Book value per common share—basic

  $ 33.82   $ 31.52   $ 26.86   $ 16.54   $ 13.86  

Book value per common share—diluted

    33.69     31.38     26.73     16.78     13.78  

Dividends declared per share

    0.88                  

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  At or For the Year Ended December 31,  
 
  2019   2018   2017   2016   2015  
 
  (Dollars in thousands, except per share data)
 

Dividend payout ratio(1)

    33.59 %                

Performance Ratios:

                               

Return on average assets

    1.38 %   1.26 %   0.99 %   1.11 %   0.97 %

Return on average equity

    8.00     7.71     6.75     9.30     9.31  

Average equity to average assets

    17.29     16.33     14.62     11.97     10.45  

Equity to total assets at end of period

    17.09     17.15     15.48     11.39     10.72  

Average interest rate spread

    3.75     4.00     4.18     4.22     4.01  

Net interest margin

    4.33     4.44     4.43     4.48     4.25  

Efficiency ratio(2)

    50.8     51.6     51.0     53.6     55.9  

Ratio of interest-earning assets to interest-bearing liabilities

    176.89     169.84     164.66     166.42     149.17  

Asset Quality Ratios:

                               

Nonperforming loans as a percent of loans held for investment

    0.10 %   0.05 %   0.05 %   0.04 %   0.18 %

Nonperforming assets as a percent of total assets

    0.08     0.04     0.04     0.04     0.18  

Net charge-offs to average total loans, net

    0.09     0.01     0.02     0.17     0.06  

Allowance for loan losses to loans held for investment

    0.41     0.41     0.47     0.66     0.77  

Allowance for loan losses as a percent of nonperforming loans

    413     743     881     1,866     436  

Pacific Premier Bank Capital Ratios(3):

                               

Tier 1 leverage ratio

    12.39 %   11.06 %   11.59 %   10.94 %   11.41 %

Common equity tier 1 to risk-weighted assets

    13.43     11.87     11.77     11.65     12.35  

Tier 1 capital to risk-weighted assets

    13.43     11.87     11.77     11.65     12.35  

Total capital to risk-weighted assets

    13.83     12.28     12.22     12.29     13.07  

Pacific Premier Bancorp, Inc. Capital Ratios(3):

                               

Tier 1 leverage ratio

    10.54 %   10.38 %   10.61 %   9.78 %   9.52 %

Common equity tier 1 to risk-weighted assets

    11.35     10.88     10.48     10.12     9.91  

Tier 1 capital to risk-weighted assets

    11.42     11.13     10.78     10.41     10.28  

Total capital to risk-weighted assets

    13.81     12.39     12.46     12.72     13.43  

(1)
Dividend payout ratio is defined as dividends declared per share divided by basic earnings per share.

(2)
Represents the ratio of noninterest expense less other real estate owned operations, core deposit intangible amortization and merger related expense to the sum of net interest income before provision for credit losses and total noninterest income less gains/(loss) on sale of securities, other-than-temporary impairment recovery/(loss) on investment securities, gain/(loss) from other real estate owned and gain/(loss) from debt extinguishment.

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(3)
Pacific Premier adopted the Basel III rule effective January 1, 2015. All ratios subsequent to the effective date reflect its adoption, while ratios for the prior periods reflect the previous capital rules under Basel I.

Selected Consolidated Historical Financial Data of Opus

        Set forth below are selected consolidated financial data of Opus derived from Opus's audited consolidated financial statements as of and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015. You should read the information set forth below, together with Opus's consolidated financial statements and related notes, included in Opus's Annual Report on Form 10-K for the year ended December 31, 2019, a copy of which is attached as Appendix E to this joint proxy statement/prospectus.

 
  At or For the Year Ended December 31,  
 
  2019   2018   2017   2016   2015  
 
  (Dollars in thousands, except per share data)
 

Selected Balance Sheet Data:

                               

Securities, FHLB, FRB and other stock(1)

  $ 1,057,651   $ 1,099,594   $ 1,145,079   $ 684,375   $ 169,547  

Loans held for sale, at lower of cost or fair value

                     

Loans held for investment, net

    5,859,676     5,110,546     5,097,263     5,557,657     5,451,657  

Allowance for loan losses

    (40,844 )   (54,664 )   (75,930 )   (111,410 )   (44,147 )

Total assets

    7,992,400     7,180,903     7,486,809     7,882,563     6,649,833  

Total deposits

    6,473,593     5,951,888     5,943,938     6,681,761     5,307,048  

Total borrowings

    333,275     133,010     422,745     197,479     420,000  

Total liabilities

    6,893,253     6,140,090     6,463,345     6,956,628     5,782,795  

Total stockholders' equity

    1,099,147     1,040,813     1,023,464     925,935     867,038  

Operating Data:

                               

Interest income

  $ 276,955   $ 246,756   $ 253,543   $ 274,830   $ 233,411  

Interest expense

    76,473     46,227     36,134     32,325     25,086  

Net interest income before provision for loan losses

    200,482     200,529     217,409     242,505     208,325  

Provision (negative provision) for loan losses

    (4,905 )   19,601     (8,823 )   125,778     24,967  

Net interest income after provision for loan losses

    205,387     180,928     226,232     116,727     183,358  

Net gains (losses) from loan sales

    52     (22 )   (211 )   15,836     399  

Other noninterest income

    49,974     41,101     54,991     46,025     24,270  

Noninterest expense

    171,478     184,550     190,595     162,747     110,249  

Income before income tax

    83,935     37,457     90,417     15,841     97,778  

Income tax

    22,101     6,539     42,774     4,387     37,835  

Net income

  $ 61,834   $ 30,918   $ 47,643   $ 11,454   $ 59,943  

Per Share Data:

                               

Net income per share—basic

  $ 1.64   $ 0.82   $ 1.29   $ 0.34   $ 1.86  

Net income per share—diluted

    1.62     0.81     1.26     0.33     1.79  

Weighted average common shares outstanding—basic

    36,262,559     36,028,025     36,432,482     33,781,354     29,003,588  

Weighted average common shares outstanding—diluted

    38,242,481     38,270,650     37,770,993     35,103,431     33,448,090  

Book value per common share—basic

  $ 29.44   $ 28.06   $ 27.69   $ 27.00   $ 26.66  

Book value per common share—diluted

    19.38     17.77     17.20     15.84     18.28  

Dividend payout ratio(2)

    26.91 %   52.28 %   n/a     252.17 %   18.30 %

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  At or For the Year Ended December 31,  
 
  2019   2018   2017   2016   2015  
 
  (Dollars in thousands, except per share data)
 

Performance Ratios:

                               

Return on average assets

    0.80 %   0.43 %   0.63 %   0.16 %   1.03 %

Return on average equity

    5.78     2.99     4.76     1.22     7.15  

Average equity to average assets

    13.89     14.24     13.18     12.74     14.38  

Equity to total assets at end of period

    13.75     14.49     13.67     11.75     13.04  

Net interest rate spread(3)

    2.67     2.92     3.04     3.51     3.82  

Net interest margin(3)

    2.90     3.08     3.17     3.62     3.95  

Efficiency ratio(4)

    66.25     70.72     67.64     54.77     46.43  

Average interest-earning assets to average interest-bearing liabilities

    120.70     123.28     123.07     123.14     126.99  

Asset Quality Ratios:

                               

Nonperforming loans, net to total loans

    0.10 %   0.54 %   1.13 %   1.67 %   0.42 %

Nonperforming assets, net as a percent of total assets

    0.07     0.39     0.78     1.21     0.37  

Net charge-offs to average total loans

    0.16     0.79     0.51     0.98     0.08  

Allowance for loan losses to total loans at period end

    0.69     1.06     1.47     1.97     0.80  

Allowance for loan losses as a percent of nonperforming loans, gross at period end

    683.70     195.12     130.30     117.69     191.53  

Opus Capital Ratios:

                               

Tier 1 leverage ratio

    9.70 %   9.69 %   9.44 %   7.54 %   9.59 %

Common equity tier 1 to risk-weighted assets(5)

    11.68     11.40     10.94     8.95     10.81  

Tier 1 capital to risk-weighted assets(5)

    12.17     11.92     11.42     8.95     10.81  

Total capital to risk-weighted assets(5)

    15.08     15.29     14.97     12.32     11.65  

(1)
Other stock includes Opus's investment in Class A Common Stock of Clearinghouse Community Development Financial Institutions of $805,000, $797,000, $542,000, $536,000, and $536,000 reported within other assets on the consolidated balance sheets of as December 31, 2019, 2018, 2017, 2016, and 2015, respectively.

(2)
Dividend payout ratio is defined as dividends declared per share divided by basic earnings per share.

(3)
Adjusted to a taxable-equivalent basis using a 21% tax rate for the years ended December 31, 2019 and 2018, and a 35% tax rate for the prior years reported.

(4)
The efficiency ratio equals noninterest expense adjusted to exclude the amortization of other intangible assets divided by the sum of tax-equivalent net interest income and noninterest income adjusted to exclude gains and losses on the sale of investment securities, loans, and other repossessed assets.

(5)
During the fourth quarter of 2017, based on new guidance provided by Opus's regulators, Opus adjusted the risk-weighting capital treatment of the structured pass-through certificates that were issued and purchased entirely by Opus in connection with a Freddie Mac transaction that closed on December 23, 2016. Opus amended its December 31, 2016 Call Report on December 4, 2017 to adjust the risk-weighting of investment securities, which resulted in an increase to the common equity tier 1 to risk-weighted assets ratio, tier 1 capital to risk-weighted assets ratio, and total capital to risk-weighted assets ratio for 2016. These changes had no impact to Opus's consolidated balance sheets and consolidated statements of income for the periods presented herein.

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UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED FINANCIAL DATA

        The following Unaudited Pro Forma Combined Condensed Consolidated Statements of Financial Condition as of December 31, 2019 combine the Historical Consolidated Statements of Financial Condition of Pacific Premier and the Historical Consolidated Balance Sheet of Opus as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements.

        The following Unaudited Pro Forma Combined Condensed Consolidated Statements of Operations for the year ended December 31, 2019 combine the Historical Consolidated Statements of Operations of Pacific Premier and the Historical Consolidated Statements of Income of Opus for such period, giving effect to the merger as if the merger had become effective at the beginning of the period presented, using the acquisition method of accounting and giving effect to the pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements.

        Although pro forma financial information is not a measurement of performance calculated in accordance with GAAP, Pacific Premier and Opus believe that pro forma financial information is important because it gives effect to the merger. The manner in which Pacific Premier and Opus calculate pro forma financial information may differ from similarly titled measures reported by other companies.

        The unaudited pro forma combined condensed consolidated financial information included in this joint proxy statement/prospectus are presented for informational purposes only. This information includes various estimates and may not necessarily be indicative of the financial condition or results of operations that would have occurred if the merger had been completed on the date or at the beginning of the period indicated or which may be obtained in the future. The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with the respective period's historical consolidated financial statements and the related notes of Pacific Premier and Opus. The historical consolidated financial statements of Pacific Premier are included in Pacific Premier's Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference in this joint proxy statement/prospectus. The historical consolidated financial statements of Opus are included in Opus's Annual Report on Form 10-K for the year ended December 31, 2019, which is attached as Appendix E to this joint proxy statement/prospectus.

        The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the opportunities to earn additional revenue and does not include certain assumptions as to cost savings and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during the period presented.

        The unaudited pro forma combined condensed consolidated stockholders' equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Pacific Premier's common stock or the actual or future results of operations of Pacific Premier for any period. Actual results may be materially different than the pro forma information presented.

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PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

AS OF DECEMBER 31, 2019

(Dollars in thousands)

 
  Pacific
Premier
Bancorp, Inc.
Historical
  Opus Bank
Historical
  Pro Forma
Adjustments
  Notes   Pro Forma
Combined(1)
 

Assets

                             

Cash and cash equivalents

  $ 326,850   $ 347,641   $ (70,934 ) (2)   $ 603,557  

Interest-bearing time deposits with financial institutions

    2,708                 2,708  

Investment securities

    1,406,222     1,039,596     (4,062 ) (3)     2,441,756  

Loan held for sale, at lower of cost or fair value

    1,672                 1,672  

Loans held for investment

    8,722,311     5,900,520     (102,977 ) (4)     14,519,854  

Allowance for loan losses

    (35,698 )   (40,844 )   40,844   (5)     (35,698 )

Loans, net

    8,686,613     5,859,676     (62,133 )       14,484,156  

Premises and equipment

    59,001     21,339     1,800   (6)     82,140  

Goodwill

    808,322     331,832     (6,769 ) (7)     1,133,385  

Intangible assets

    83,312     33,875     29,387   (8)     146,574  

Other assets

    401,312     358,441     26,636   (9)     786,389  

Total assets

    11,776,012     7,992,400     (86,075 )       19,682,337  

Liabilities

                             

Deposits

    8,898,509     6,473,593     8,250   (10)     15,380,352  

Other borrowings

    517,026     200,000     2,050   (11)     719,076  

Subordinated debentures

    215,145     133,275     13,371   (11)     361,791  

Other liabilities

    132,738     86,385     (4,991 ) (12)     214,132  

Total liabilities

  $ 9,763,418   $ 6,893,253   $ 18,680       $ 16,675,351  

Stockholders' equity

                             

Preferred stock

  $   $ 29,110   $ (29,110 ) (13)   $  

Common stock

    586     700,220     (699,873 ) (13)     933  

Additional paid-in capital

    1,594,434     87,702     906,343   (13)     2,588,479  

Retained earnings

    396,051     305,399     (305,399 ) (13)     396,051  

Accumulated other comprehensive income

    21,523     6,327     (6,327 ) (13)     21,523  

Treasury stock

        (29,611 )   29,611   (13)        

Total stockholders' equity

    2,012,594     1,099,147     (104,755 )       3,006,986  

Total liabilities and stockholders' equity

  $ 11,776,012   $ 7,992,400   $ (86,075 )     $ 19,682,337  

The accompanying Notes are an integral part of the Unaudited Pro Forma Combined Condensed Consolidated Financial Data.

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PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2019

(Dollars in thousands, except per share data)

 
  Pacific
Premier
Bancorp, Inc.
Historical
  Opus Bank
Historical
  Pro Forma
Adjustments
  Notes   Pro Forma
Combined(1)
 

Interest income

  $ 526,107   $ 276,955   $ 34,326   (14)   $ 837,388  

Interest expense

    78,806     76,473     (9,352 ) (15)     145,927  

Net interest income before provision for loan losses

    447,301     200,482     43,678         691,461  

Provision for credit losses

    5,719     (4,905 )           814  

Net interest income after provision for loan losses

    441,582     205,387     43,678         690,647  

Noninterest income

    35,236     50,026             85,262  

Noninterest expense

    259,065     171,478     12,402   (16)     442,945  

Income before income tax

    217,753     83,935     31,276         332,964  

Income tax

    58,035     22,101     8,336         88,472  

Net income

  $ 159,718   $ 61,834   $ 22,940       $ 244,492  

Earnings per common share

                             

Basic

  $ 2.62   $ 1.64             $ 2.34  

Diluted

    2.60     1.62               2.31  

Weighted average common shares outstanding

                             

Basic

    60,339,714     36,262,559     (3,626,256 ) (17)     92,976,017  

Diluted

    60,692,281     38,242,481     (3,824,248 ) (17)     95,110,514  

The accompanying Notes are an integral part of the Unaudited Pro Forma Combined Condensed Consolidated Financial Data.

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Notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements

Note A—Basis of Presentation

        The Unaudited Pro Forma Combined Condensed Consolidated Statements of Financial Condition and explanatory notes as of December 31, 2019 combines the historical Consolidated Statement of Financial Condition of Pacific Premier and the historical Consolidated Balance Sheet of Opus as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements. The Unaudited Pro Forma Combined Condensed Consolidated Statements of Financial Condition as of December 31, 2019 gives effect to the completion of Pacific Premier's acquisition of Opus.

        The Unaudited Pro Forma Combined Condensed Consolidated Statements of Operations and explanatory notes for the year ended December 31, 2019 combine the historical Consolidated Statements of Operations of Pacific Premier and the historical Consolidated Statements of Income of Opus for such period, giving effect to the merger as if the merger had become effective at the beginning of the period presented, using the acquisition method of accounting and giving effect to the pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements.

        Since the merger is recorded using the acquisition method of accounting, all loans are recorded at fair value, including adjustments for credit quality, and no allowance for credit losses is carried over to Pacific Premier's balance sheet. In addition, certain anticipated costs associated with the merger such as professional fees, legal fees and conversion-related expenditures are not reflected in the pro forma statements of operations.

        While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, for purposes of the Unaudited Pro Forma Combined Condensed Consolidated Statements of Operations for the year ended December 31, 2019, Pacific Premier assumed no adjustments to the historical amounts of Opus's provisions for credit losses. If such adjustments were estimated, there could be an increase or a reduction to the historical amounts of Opus's provisions for credit losses presented. In addition, the fair value of the loan portfolio is not necessarily reflective of the allowance for loan losses calculated under the probable incurred loss model, as the fair value also takes into account an interest and liquidity component.

Note B—Accounting Policies and Financial Statement Classifications

        The accounting policies of Opus are in the process of being reviewed in detail by Pacific Premier. Upon completion of such review, conforming adjustments or financial statement reclassifications may be determined.

Note C—Merger and Acquisition Integration Costs

        In connection with the merger, the plan to integrate Pacific Premier's and Opus's operations is still being developed. The specific details of this plan will continue to be refined over the next several months, and will include assessing personnel, benefit plans, premises, equipment, and service contracts to determine where they may take advantage of redundancies. Certain decisions arising from these assessments may involve involuntary termination of employees, vacating leased premises, changing information systems, canceling contracts with certain service providers, and selling or otherwise disposing of certain furniture and equipment. Pacific Premier also expects to incur merger-related costs including professional fees, legal fees, system conversion costs and costs related to communications with

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customers and others. To the extent there are costs associated with these actions, the costs will be recorded based on the nature of the cost and in the period incurred.

Note D—Estimated Annual Cost Savings

        Pacific Premier expects to realize cost savings following the merger. These cost savings are not reflected in the pro forma financial information and there can be no assurance they will be achieved in the amount or manner currently contemplated.

Note E—Pro Forma Adjustments

        The following pro forma adjustments have been reflected in the unaudited pro forma combined condensed consolidated financial information. All adjustments are based on current assumptions and valuations, which are subject to change.

Adjustments to the pro forma condensed combined balance sheet

    1.
    The pro forma data in this column present the unaudited financial data for Pacific Premier on a pro forma combined basis reflecting the consummation of the merger with Opus, as applicable, if the merger had taken place as of the date indicated, or at the beginning of the period indicated, after giving effect to the pro forma adjustments described in the other footnotes to this table.

    2.
    Adjustment includes: (a) $67.4 million for estimated transaction costs and (b) $3.5 million to holders of Opus options, common stock warrants and preferred stock warrants.

    3.
    Fair market value adjustment for investment securities.

    4.
    Adjustment made to reflect the preliminary estimated market value of loans, which includes an estimate of lifetime credit losses, as well as an interest rate and liquidity component. Loans include net deferred costs and unearned discounts.

    5.
    Purchase accounting reversal of allowance for loan losses, which is not carried over.

    6.
    Estimated fair market value adjustment for property and leases.

    7.
    Adjustments to goodwill to eliminate Opus's historical goodwill of $331.8 million and record estimated goodwill associated with the acquisition of $325.1 million resulting from the difference between the consideration paid to Opus shareholders less the net fair value of the

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      acquired assets and assumed liabilities. Goodwill can be summarized as follows (dollars in thousands, except share and per share data):

 
  Opus Bank
December 31, 2019
 

Shares of Opus common stock at December 31, 2019

    34,675,070  

Pacific Premier issue price per common share, based on closing price as of January 31, 2020

  $ 29.80  

Value of stock consideration paid to shareholders

    1,033,317  

Value in-the-money from options and warrants

    3,487  

Total pro forma aggregate merger consideration paid

    1,036,804  

Carrying value of net assets

  $ 1,099,147  

Less: goodwill of Opus

    (331,832 )

Stockholders' equity less goodwill

    767,315  

Fair value adjustment to assets and liabilities:

       

Loans held for investment, net

    (102,977 )

Allowance for loan loss

    40,844  

Loans, net

    (62,133 )

Securities

    (4,062 )

Premises and equipment

    1,800  

Core deposit intangible

    29,387  

Deferred tax effect of adjustments, excluding transactions costs

    15,261  

Other assets

    (1,429 )

Deposits

    (8,250 )

Other borrowings

    (2,050 )

Subordinated debentures

    (13,371 )

Other liabilities

    4,991  

Total fair value adjustments

    (39,856 )

Fair value of net assets acquired

    727,459  

Add: Capitalized merger-related expense

    15,718  

Preliminary pro forma goodwill

  $ 325,063  
    8.
    Purchase accounting adjustment in recognition of the fair value of core deposit intangible assets, which is assumed to be 1.24% of core deposits for Opus.

    9.
    Deferred tax asset created from transaction expenses and fair market value adjustments of other assets, including lease assets.

    10.
    Fair market value adjustment for time deposits.

    11.
    Fair market value adjustment for borrowings.

    12.
    Fair market value adjustment for lease liability related to acquired operating leases.

    13.
    Purchase accounting reversal of preferred and common equity accounts, and adjustments to additional paid-in capital includes consideration paid, transaction costs, fair market value adjustments, tax adjustments and goodwill created.

    Adjustments to the pro forma condensed statements of operations

    14.
    The amortization/accretion of fair value adjustments related to loans over the estimated lives of the related asset, which approximates 60 months.

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    15.
    The amortization/accretion of fair value adjustments related to deposits, other borrowings and subordinated debentures are recognized over 60 months, 12 months, and 60 months, respectively.

    16.
    Adjustment includes amortization of core deposit intangibles over an estimated ten-year life, based on sum-of-years digits accelerated method, and fixed asset amortization over 24 months using straight-line method.

    17.
    Adjustment reflects the elimination of the acquired entity's weighted average shares outstanding, offset by the issuance of common stock by acquirer for each outstanding share of acquired entity's common stock to be issued in connection with the merger.

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UNAUDITED COMPARATIVE PER SHARE DATA

        The following table sets forth certain historical, pro forma and pro forma equivalent per share financial information for the Pacific Premier common stock and the Opus common stock. The pro forma and pro forma equivalent per share information for the year ended December 31, 2019 gives effect to the merger as if the transaction had been effective on the last date of the period, in the case of book value data, and as if the transaction had been effective on the first day of the period, in the case of income and dividend data. The pro forma information in the below table assumes that the merger is accounted for under the acquisition method of accounting. The information in the following table is based on, and should be read together with, (i) the historical consolidated financial statements of Pacific Premier included in Pacific Premier's Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference in this joint proxy statement/prospectus, and (ii) the historical consolidated financial statements of Opus included in Opus's Annual Report on Form 10-K for the year ended December 31, 2019, a copy of which is attached as Appendix E to the joint proxy statement/prospectus.

 
  At or For the
Twelve Months Ended
December 31, 2019
 

Net Income Per Common Share(1):

       

Historical Pacific Premier

       

Basic

  $ 2.62  

Diluted

    2.60  

Historical Opus

       

Basic

    1.64  

Diluted

    1.62  

Pro Forma for Opus acquisition(1)

       

Basic

    2.34  

Diluted

    2.31  

Equivalent pro forma for Opus acquisition(1)(2)

       

Basic

    2.10  

Diluted

    2.08  

Dividends Declared Per Common Share(3):

       

Historical Pacific Premier

    0.88  

Historical Opus

    0.44  

Equivalent pro forma for Opus acquisition

    1.23  

Book Value Per Common Share (at period end):

       

Historical Pacific Premier

    33.82  

Historical Opus

    29.44  

Pro Forma for Opus acquisition(1)

    31.93  

Equivalent pro forma for Opus acquisition(1)(2)

    28.73  

(1)
Pro forma shares are calculated by adding together the historical shares reported by Pacific Premier and historical shares reported by Opus, adjusted for the estimated purchase accounting adjustments to be recorded in connection with the Opus acquisition to equate to an estimated 34,675,070 of Pacific Premier shares to be issued in connection with the Opus acquisition based on the terms of the merger agreement.

(2)
The equivalent pro forma per share data combined for Opus is computed by multiplying the pro forma combined amounts by the exchange ratio of 0.9000.

(3)
Pacific Premier does not have outstanding preferred stock; therefore, the equivalent pro forma cash dividends per share of Opus preferred stock is zero.

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RISK FACTORS

        In addition to the other information included in this joint proxy statement/prospectus, including the matters addressed in the section entitled "Cautionary Statement Concerning Forward-Looking Statements" beginning on page            , you should be aware of and carefully consider the following risks and uncertainties that are applicable to the merger agreement, the merger, Pacific Premier and Opus before deciding whether (i) if you are a Pacific Premier shareholder, to vote for the share issuance proposal and the Pacific Premier adjournment proposal, or (ii) if you are an Opus shareholder, to vote for approval of the merger proposal, the compensation proposal and the Opus adjournment proposal. You should also read and consider the risk factors relating to the businesses of Pacific Premier and ownership of Pacific Premier common stock described in Part I, Item 1A of Pacific Premier's Annual Report on Form 10-K for the year ended December 31, 2019 that has been filed with the Commission, as well as any subsequent documents filed by Pacific Premier with the Commission, which are incorporated into this joint proxy statement/prospectus by reference. See "Where You Can Find More Information" beginning on page             . You should also read and consider risk factors relating to the businesses of Opus that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Opus's Annual Report on Form 10-K for the year ended December 31, 2019, a copy of which is attached as Appendix E to this joint proxy statement/prospectus.

Because the market price of Pacific Premier common stock may fluctuate, Opus shareholders cannot be sure of the exact value of the merger consideration they will receive.

        Upon the effective time of the merger, (i) each share of Opus common stock will be converted into, and will be canceled in exchange for, the right to receive 0.9000 of a share of Pacific Premier common stock and (ii) each share of Opus preferred stock will be converted into, and will be canceled in exchange for, the right to receive that number of shares of Pacific Premier common stock equal to the product of (X) the number of shares of Opus common stock into which such share of Opus preferred stock is convertible in connection with, and as a result of, the merger, and (Y) the exchange ratio. Because the price of Pacific Premier common stock could fluctuate during the period of time between the date of this joint proxy statement/prospectus and the time the Opus shareholders actually receive their shares of Pacific Premier common stock as merger consideration, the Opus shareholders will be subject to the risk of a decline in the price of Pacific Premier common stock during this period. Opus does not have the right to terminate the merger agreement or to resolicit the vote of its shareholders because of changes in the market price of Pacific Premier common stock. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in geopolitical conditions, changes in the values and perceptions of financial services stocks generally, Pacific Premier and the merger in particular, changes in Pacific Premier's business, operations and prospects, the recent outbreak of the novel strain of coronavirus, COVID-19 and regulatory considerations. Many of these factors are beyond Pacific Premier's control. Accordingly, at the time of the Opus special meeting, Opus shareholders will not know or be able to calculate the exact value of the shares of Pacific Premier common stock they will receive upon completion of the merger.

Directors and officers of Opus have interests in the merger that are in addition to or different from the interests of Opus shareholders.

        Opus directors and officers have interests in the merger as individuals that are in addition to, or different from, their interests as shareholders of Opus, which are:

    upon consummation of the merger, each outstanding and unexercised Opus option, including unvested Opus options which will accelerate and vest in full immediately prior to the effective time, will be canceled in exchange for the right to receive from Opus, immediately prior to the effective time of the merger, a single-lump sum cash payment;

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    upon consummation of the merger, each outstanding award of Opus restricted stock and Opus RSUs, other than Opus RSUs awarded in 2020 to Opus employees who will become Pacific Premier employees, and after taking into account applicable tax withholdings, will become fully vested and, as of the effective time of the merger, will be converted into the right to receive the merger consideration;

    upon consummation of the merger, each Opus employee who will become a Pacific Premier employee and who was awarded an Opus RSU in 2020, will receive a Pacific Premier RSU (with substantially similar terms and conditions), in substitution for their Opus RSU;

    upon consummation of the merger, each outstanding award of Opus PRSUs, other than Opus PRSUs awarded in 2020 to Opus employees who will become Pacific Premier employees, will become vested in accordance with the applicable award agreement or Opus's equity plan (after taking into account applicable tax withholdings) and will be converted into the right to receive the merger consideration;

    upon consummation of the merger, each Opus employee who will become a Pacific Premier employee and who was awarded an Opus PRSU in 2020 will receive a Pacific Premier RSU (with substantially similar terms and conditions other than performance-based vesting terms) in substitution for their Opus PRSU;

    the agreement of Pacific Premier to honor indemnification obligations of Opus for a period of six years following the merger, as well as to purchase liability insurance for Opus's directors and officers for six years following the merger, subject to the terms of the merger agreement;

    cash payments to executive officers of Opus in the aggregate amount of approximately $             million, on a pre-tax basis, as well as continuation of health and welfare benefits for such executive officers, in each case, consisting of severance and certain other cash payments owed to such executive officers in connection with the merger pursuant to the terms of their respective employment, retention or similar agreements with Opus; and

    pursuant to the terms of the merger agreement, two existing directors of the Pacific Premier board and the Pacific Premier Bank board will resign, effective no later than immediately prior to the effective time of the merger, and Pacific Premier and Pacific Premier Bank are required to take all actions necessary to appoint or elect, effective as of the effective time of the merger, two existing directors of Opus, each of whom must be mutually agreeable to Pacific Premier and Opus, as directors of Pacific Premier and Pacific Premier Bank. Pacific Premier and Opus have determined that the two existing directors of the Opus board who will be appointed or elected to the Pacific Premier board effective as of the effective time of the merger will be G. Malpass "Mal" Durkee and Richard C. Thomas. Determinations regarding the two existing directors of the Pacific Premier board and the Pacific Premier Bank board who will resign effective no later than immediately prior to the effective time of the merger have not yet been made. Messrs. Durkee and Thomas will serve until the first annual meeting of the shareholders of Pacific Premier and Pacific Premier Bank following the effective time of the merger and until his respective successor is elected and qualified. Subject to the fiduciary duties of the Pacific Premier board, Pacific Premier is required to include Messrs. Durkee and Thomas on the list of nominees for director presented by the Pacific Premier board and for which the Pacific Premier board will solicit proxies at the first annual meeting of the stockholders of Pacific Premier following the effective time of the merger.

        These arrangements may create potential conflicts of interest. These interests of Opus's directors and officers may cause some of these persons to view the proposed merger differently than how other Opus shareholders view the proposed merger. The Opus and Pacific Premier boards of directors were aware of these interests and considered them, among other things, in their approval of the merger

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agreement and the transactions contemplated by the merger agreement. Opus shareholders should consider these interests in conjunction with the recommendation of the Opus board with respect to approval of the merger. See "The Merger—Interests of Certain Opus Officers and Directors in the Merger" beginning on page            .

The termination fee, as well as the restrictions on solicitation contained in the merger agreement, may discourage other companies from trying to acquire Opus.

        Until the completion of the merger, with certain limited exceptions, Opus is prohibited from soliciting, initiating, knowingly encouraging or participating in any discussion of or otherwise considering any inquiries or proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction with any person other than Pacific Premier. In addition, Opus has agreed to pay a termination fee to Pacific Premier in specified circumstances. See "The Merger—Termination Fee" beginning on page             . These provisions could discourage other companies from trying to acquire Opus, even though such other companies may be willing to offer a greater merger consideration to Opus shareholders than the merger consideration that Pacific Premier has offered in the merger.

Pacific Premier may fail to realize the anticipated benefits of the merger.

        The success of the merger will depend on, among other things, Pacific Premier's ability to realize the anticipated revenue enhancements and cost efficiencies and to combine the businesses of Pacific Premier and Opus in a manner that does not materially disrupt the existing client relationships of Opus or result in decreased revenues resulting from any loss of clients and that permits growth opportunities to occur. If Pacific Premier is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

        Pacific Premier and Opus have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect Pacific Premier's ability to maintain relationships with clients, depositors and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies also could divert management attention and resources. These integration matters could have an adverse effect on either or both of Pacific Premier and Opus during the transition period and on the combined company following completion of the merger.

The market price of Pacific Premier common stock after the merger may be affected by factors different from those affecting the market price of shares of Opus common stock, Opus preferred stock or Pacific Premier common stock currently.

        Upon completion of the merger, holders of Opus common stock and Opus preferred stock will become holders of Pacific Premier common stock. Pacific Premier's business differs from that of Opus, and, accordingly, the financial condition and results of operations of the combined company and the market price of Pacific Premier common stock after the completion of the merger may be affected by factors different from those currently affecting the financial condition and results of operations of Opus or Pacific Premier on a standalone basis.

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The fairness opinion received by the Pacific Premier board from its financial advisor, D.A. Davidson, and the fairness opinion received by the Opus board from Opus's financial advisor, Piper Sandler, do not reflect any changes since the date of such opinions, each of which was delivered prior to the signing of the merger agreement.

        Changes in the operations and prospects of Pacific Premier or Opus, general market and economic conditions and other factors that may be beyond the control of Pacific Premier and Opus may alter the value of Pacific Premier or Opus or the market price for shares of Pacific Premier common stock or Opus common stock by the time the merger is completed. Neither the fairness opinion delivered by D.A Davidson to the Pacific Premier board nor the fairness opinion delivered by Piper Sandler to the Opus board speaks as of any date other than the date of such opinion, which was January 31, 2020 in the case of both D.A. Davidson's opinion and Piper Sandler's opinion. D.A. Davidson's fairness opinion is attached as Appendix B to this joint proxy statement/prospectus and Piper Sandler's fairness opinion is attached as Appendix C to this joint proxy statement/prospectus. For a description of D.A. Davidson's opinion, see "The Merger—Opinion of Pacific Premier's Financial Advisor" beginning on page            . For a description of Piper Sandler's opinion, see "The Merger—Opinion of Opus's Financial Advisor" beginning on page            . For a description of the other factors considered by the Pacific Premier board in determining to approve the merger, see "The Merger—Pacific Premier's Reasons for the Merger" beginning on page            . For a description of the other factors considered by the Opus board in determining to approve the merger, see "The Merger—Opus's Reasons for the Merger" beginning on page            .

Sales of substantial amounts of Pacific Premier's common stock in the open market by former Opus shareholders could depress Pacific Premier's stock price.

        Shares of Pacific Premier common stock that are issued to Opus shareholders in the merger will be freely tradable without restrictions under the Securities Act. As of the close of business on            , 2020, Pacific Premier had approximately            shares of common stock outstanding. Based on the number of shares of Opus common stock and Opus preferred stock outstanding, as well as the number of restricted shares of Opus common stock and unvested Opus RSUs outstanding (other than awards made in 2020 to Opus employees who will become Pacific Premier Bank employees), which collectively will accelerate and vest in full in connection with the closing, and without taking into account tax withholding obligations, in each case as of the date of this joint proxy statement/prospectus, Pacific Premier anticipates issuing approximately            shares of its common stock in connection with the merger. The amounts in the immediately preceding sentence do not take into account or otherwise give effect to (i) any shares of Pacific Premier common stock that may be issuable upon exercise prior to the effective time of the merger to holders of (a) options to acquire shares of Opus common stock, which we refer to as Opus options, (b) Opus warrants; (ii) Opus performance-based restricted stock units, or Opus PRSUs, that may vest prior to the effective time of the merger; (iii) Opus RSUs and Opus PRSUs awarded in 2020 to Opus employees who will become Pacific Premier Bank employees; and (iv) any tax withholding obligations.

        Opus's former shareholders may sell significant amounts of Pacific Premier common stock in the public market following completion of the merger. Any such sales may cause the market price of Pacific Premier common stock to decrease.

Pacific Premier expects to incur expenses related to the merger that may have a negative impact on Pacific Premier's results of operations.

        Pacific Premier will incur certain expenses in connection with consummation of the merger and integrating Opus's business, operations, systems, technologies and procedures. Although Pacific Premier has assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond Pacific Premier's control that could affect the total amount or the timing of

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these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. These expenses may have a negative impact on Pacific Premier's results of operations, although the timing and magnitude of any such impact is uncertain at present.

The merger is subject to the receipt of approvals or waivers from regulatory authorities that may be denied or may impose conditions that could have an adverse effect on Pacific Premier.

        Before the merger can be completed, various approvals or waivers must be obtained from bank regulatory authorities. Regulatory approvals or waivers may be denied and, even if received, the bank regulatory authorities may impose conditions on the completion of the merger. Although Pacific Premier and Opus do not currently expect that any regulatory applications or waiver requests will be denied, or that any such conditions or changes will be imposed, there can be no assurance that they will not be, and such denials, conditions or changes could have the effect of delaying completion of the merger, imposing additional costs on, or limiting the revenues of Pacific Premier following the merger or causing the merger transaction between Pacific Premier and Opus to terminate. See "The Merger—Regulatory Approvals" beginning on page            and "The Merger—Conditions to the Merger" beginning on page            .

The merger cannot be completed unless the Pacific Premier shareholders approve the share issuance proposal and the Opus shareholders approve the merger proposal.

        In order for the merger to be completed, the Pacific Premier shareholders must approve the share issuance proposal and the Opus shareholders must approve the merger proposal. While a vote of Pacific Premier's shareholders is not required to approve the merger, the approval of Pacific Premier's shareholders is required under applicable NASDAQ Global Select Market rules in order for Pacific Premier to be authorized to issue the shares of Pacific Premier common stock to Opus shareholders as the merger consideration. Approval of the share issuance proposal under NASDAQ Global Select Market rules requires approval of at least a majority of the total votes cast at the Pacific Premier special meeting. The approval of the merger proposal by the Opus shareholders requires the affirmative vote of the holders of a majority of the outstanding shares of the Opus common stock and the affirmative vote of the holders of a majority of the outstanding shares of the Opus preferred stock, voting as separate classes, at the Opus special meeting. If any of the required votes is not obtained from the shareholders of each of the respective companies, the merger may not be consummated. Pacific Premier may terminate the merger agreement if the approval of the merger proposal has not been obtained, and Opus may terminate the merger agreement if approval of the share issuance proposal has not been obtained, in each case, prior to December 31. 2020. Additionally, the obligation of Pacific Premier and Pacific Premier Bank to consummate the merger is also subject to the fulfillment or waiver by Pacific Premier or Pacific Premier Bank of the condition that as of the month end prior to the closing date, Opus have an aggregate outstanding balance of non-maturity deposits of at least $5.09 billion (on January 31, 2020, Opus Bank had an aggregate outstanding balance of non-maturity deposits equal to $5.65 billion).

The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may cause the prices of Pacific Premier common stock and Opus common stock to decline.

        Consummation of the merger is subject to customary conditions to closing in addition to the receipt of the required regulatory approvals and approval of the merger proposal and the share issuance proposal. If any condition to the merger is not satisfied or waived, to the extent permitted by law, the merger will not be completed. In addition, Pacific Premier and Opus may terminate the merger agreement under certain circumstances even if approval of the merger proposal and approval of the share issuance proposal have been obtained, including if the merger has not been completed on or

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before December 31, 2020 (which may be extended in certain circumstances to March 31, 2021). If the merger is not completed, the respective trading prices of Pacific Premier common stock and Opus common stock on the NASDAQ Global Select Market may decline if the current prices of Pacific Premier common stock and Opus common stock reflect a market assumption that the merger will be completed. In addition, neither company would realize any of the expected benefits of having completed the merger. For more information on closing conditions to the merger agreement, see "The Merger—Conditions to the Merger" beginning on page            .

The unaudited condensed pro forma combined financial data included in this joint proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of the combined company's financial condition or results of operations following the merger.

        The unaudited condensed pro forma combined financial data contained in this joint proxy statement/prospectus are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates and may not be an indication of the combined company's actual financial condition or results of operations following the merger for several reasons. The actual financial condition and results of operations of the combined company following the merger may not be consistent with, or evident from, these unaudited pro forma condensed combined financial data. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial data may not prove to be accurate, and other factors may affect the combined company's financial condition or results of operations following the merger. Any potential decline in the combined company's financial condition or results of operations may cause significant variations in the stock price of the combined company.

The shares of Pacific Premier common stock to be received by Opus shareholders as a result of the merger will have different rights than shares of Opus common stock and Opus preferred stock.

        Upon completion of the merger, Opus shareholders will become Pacific Premier shareholders and their rights as shareholders will be governed by the Pacific Premier certificate of incorporation and the Pacific Premier bylaws, as well as the DGCL. The rights associated with Opus common stock and Opus preferred stock are different from the rights associated with Pacific Premier common stock. See "Comparison of the Rights of Shareholders" beginning on page            .

The recent global coronavirus outbreak could harm business and results of operations for each of Pacific Premier and Opus and the combined company following the completion of the merger.

        In December 2019, a coronavirus (COVID-19) was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. Since first being reported in China, the coronavirus has spread to additional countries including the United States. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on businesses of Pacific Premier, Opus and the combined company, and there is no guarantee that efforts by Pacific Premier, Opus and the combined company to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If Pacific Premier or Opus are unable to recover from a business disruption on a timely basis, the merger and the combined company's business and financial conditions and results of operations following the completion of the merger would be adversely affected. The merger and efforts to integrate the businesses of Pacific Premier and Opus may also be delayed and adversely affected by the coronavirus outbreak, and become more costly. Each of Pacific Premier, Opus and the combined company may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition and results of operations.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus contains a number of forward-looking statements regarding the financial condition, results of operations, earnings outlook and business prospects of Pacific Premier, Pacific Premier Bank and Opus and the potential combined company and may include statements for the periods following the completion of the merger. Shareholders of either Pacific Premier or Opus can find many of these statements by looking for words such as "expects," "projects," "anticipates," "believes," "intends," "estimates," "strategy," "plan," "potential," "possible" and other similar expressions. Statements about the expected timing, completion and effects of the merger and all other statements in this joint proxy statement/prospectus other than historical facts constitute forward-looking statements. Forward-looking statements involve certain risks and uncertainties that are subject to change based on factors which are, in many instances, beyond Pacific Premier's or Opus's control. The ability of either Pacific Premier or Opus to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed under "Risk Factors" and those discussed in Pacific Premier's Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus, as well as the following:

    estimated revenue enhancements, costs savings and financial benefits from the merger may not be fully realized within the expected time frames or at all;

    deposit attrition, client loss or revenue loss following the merger may occur or be greater than expected;

    required regulatory, shareholder or other approvals may not be obtained or other closing conditions may not be satisfied in a timely manner or at all;

    reputational risks and the reaction of the companies' clients to the merger;

    diversion of management time on merger-related issues;

    costs or difficulties related to the integration of the businesses of Pacific Premier and Opus may be greater than expected;

    general economic or business conditions, either nationally or in the states or regions in which Pacific Premier and Opus do business, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit;

    legislation or changes in regulatory requirements may adversely affect the businesses in which Pacific Premier and Opus are engaged;

    adverse changes may occur in the securities markets; and

    natural disasters, war, terrorist activities, pandemics, or the outbreak of COVID-19 or similar outbreaks, and their effects on economic and business environments in which Pacific Premier and Opus operate may adversely affect the businesses in which Pacific Premier and Opus are engaged.

        Because these forward-looking statements are subject to assumptions and uncertainties, Pacific Premier's and Opus's actual results may differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of the management of each of Pacific Premier and Opus based on information known to them as of the date of this joint proxy statement/prospectus. Opus and Pacific Premier shareholders are

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cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus.

        All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to Pacific Premier or Opus or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Pacific Premier and Opus undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

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GENERAL INFORMATION

        This document constitutes a proxy statement for, and is being furnished to, all Pacific Premier shareholders of record in connection with the solicitation of proxies by the Pacific Premier board to be used at the Pacific Premier special meeting to be held on                        , 2020 and any adjournment or postponement of the Pacific Premier special meeting. The purposes of the Pacific Premier special meeting are to consider and vote upon the share issuance proposal, and the Pacific Premier adjournment proposal to the extent necessary to solicit additional votes on the issuance of shares of Pacific Premier common stock in connection with the merger.

        This document also constitutes a proxy statement for, and is being furnished to all Opus common stock and Opus preferred stock shareholders of record in connection with the solicitation of proxies by the Opus board to be used at the Opus special meeting to be held on                        , 2020 and any adjournment or postponement of the Opus special meeting. The purposes of the Opus special meeting are to consider and vote upon the merger proposal, the compensation proposal, and the Opus adjournment proposal to the extent necessary to solicit additional votes on the merger agreement.

        This document also constitutes a prospectus of Pacific Premier relating to the shares of Pacific Premier common stock to be issued upon completion of the merger to Opus shareholders as the merger consideration. See "The Merger—The Merger Consideration" beginning on page     .


THE PACIFIC PREMIER SPECIAL MEETING

Time, Date and Place

        A special meeting of shareholders of Pacific Premier will be held at                         a.m., Pacific Time, on                        , 2020 at 17901 Von Karman Avenue, Suite 200, Irvine, California 92614.

Matters To Be Considered

        The purposes of the Pacific Premier special meeting are to consider and vote upon the following proposals:

    the share issuance proposal; and

    the Pacific Premier adjournment proposal.

        No other business may be conducted at the Pacific Premier special meeting. A copy of the merger agreement is included in this joint proxy statement/prospectus as Appendix A, and Pacific Premier shareholders are encouraged to read it carefully in its entirety.

Recommendation of the Pacific Premier Board

        The Pacific Premier board has unanimously (i) determined that the issuance of shares of Pacific Premier common stock in connection with the merger is in the best interests of Pacific Premier and its shareholders; (ii) approved the merger agreement, the merger and the transactions contemplated thereby; and (iii) recommends that the Pacific Premier shareholders approve the issuance of shares of Pacific Premier common stock to Opus shareholders pursuant to the merger agreement. The Pacific Premier board unanimously recommends that Pacific Premier shareholders vote "FOR" the share issuance proposal. See "The Merger—Pacific Premier's Reasons for the Merger" beginning on page     .

        The Pacific Premier board also unanimously recommends that Pacific Premier shareholders vote "FOR" the Pacific Premier adjournment proposal.

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Shares Outstanding and Entitled to Vote; Record Date

        The close of business on                        , 2020 has been fixed by Pacific Premier as the Pacific Premier record date for the determination of Pacific Premier shareholders entitled to notice of and to vote at the Pacific Premier special meeting and any adjournment or postponement of the Pacific Premier special meeting. At the close of business on the Pacific Premier record date, there were                        shares of Pacific Premier common stock outstanding and entitled to vote, held by                        holders of record. Each share of Pacific Premier common stock entitles the holder to one vote at the Pacific Premier special meeting on all matters properly presented at the Pacific Premier special meeting.

How to Vote Shares of Pacific Premier Common Stock

Shareholders of Record.

        Pacific Premier shareholders of record may vote by mail, telephone, via the Internet or by attending the Pacific Premier special meeting and voting in person. If a Pacific Premier shareholder chooses to vote by mail, he or she should simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided. Internet and telephone voting is available until 11:59 p.m., Eastern Time, on                        , 2020.

Shares Held in "Street Name."

        If a Pacific Premier shareholder's shares of Pacific Premier common stock are held through a bank, broker or other nominee, such Pacific Premier shareholder is considered the beneficial owner of such shares held in "street name." In such case, this joint proxy statement/prospectus has been forwarded by such Pacific Premier shareholder's bank, broker or other nominee, who is considered, with respect to such shares, the shareholder of record. As the beneficial owner, a Pacific Premier shareholder has the right to direct such bank, broker or other nominee how to vote the shares by following the voting instructions that they have sent, or will send, to the Pacific Premier shareholder. Without specific instructions from the Pacific Premier shareholder, the bank, broker or other nominee is not empowered to vote a Pacific Premier shareholder's shares on non routine matters such as the share issuance proposal or the Pacific Premier adjournment proposal. Not voting these shares will not have any effect on the vote to approve the share issuance proposal or the Pacific Premier adjournment proposal. When the vote is tabulated for the proposals, broker non votes, if any, will only be counted for purposes of determining whether a quorum is present. Accordingly, we advise each Pacific Premier shareholder to promptly give instructions to his or her bank, broker or other nominee to vote "FOR" approval of the share issuance proposal and "FOR" the Pacific Premier adjournment proposal, by using the voting instruction card provided to such Pacific Premier shareholder by his or her bank, broker or other nominee. Alternatively, if a Pacific Premier shareholder is a beneficial owner and wishes to vote in person at the Pacific Premier special meeting, the Pacific Premier shareholder must provide a proxy executed in such Pacific Premier shareholder's favor by the bank, broker or other nominee.

Revocation of Proxies

        A Pacific Premier shareholder can revoke a proxy at any time before his or her shares are voted. If the Pacific Premier shareholder is a shareholder of record, the Pacific Premier shareholder can revoke a proxy by:

    delivering to Pacific Premier prior to the Pacific Premier special meeting a written notice of revocation addressed to: Ronald Nicolas, Senior Executive Vice President and Chief Financial Officer, Pacific Premier Bancorp, Inc., 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614;

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    completing, signing and returning a new proxy card with a later date before the date of the Pacific Premier special meeting, and any earlier dated proxy will be revoked automatically;

    calling the toll free number listed on the Pacific Premier proxy card or by accessing the Internet site listed on the Pacific Premier proxy card to change his or her vote by 11:59 p.m., Eastern Time, on                        , 2020, in which case the later submitted proxy via telephone or Internet, as the case may be, will be recorded and the earlier dated proxy will be revoked; or

    attending the Pacific Premier special meeting and voting in person, and any earlier proxy will be revoked. However, simply attending the Pacific Premier special meeting without voting will not revoke a Pacific Premier proxy.

        If a Pacific Premier shareholder has instructed a bank, broker or other nominee to vote such Pacific Premier shareholder's shares of Pacific Premier common stock, the Pacific Premier shareholder must follow directions received from the bank, broker or other nominee to change his or her vote.

        Attendance at the Pacific Premier special meeting will not, in and of itself, constitute revocation of a proxy.

Voting of Proxies

        Each executed proxy (including those given through voting by telephone or Internet) received by Pacific Premier before or at the Pacific Premier special meeting (and not revoked) by a holder of Pacific Premier common stock will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed proxy that is returned, such proxy will be voted "FOR" approval of the share issuance proposal and "FOR" approval of the Pacific Premier adjournment proposal.

Quorum

        A quorum, consisting of the holders of a majority of the shares of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting, must be present in person or by proxy before any action may be taken at the Pacific Premier special meeting. Once a share of Pacific Premier common stock is represented at the Pacific Premier special meeting, it will be counted for the purpose of determining a quorum not only at the Pacific Premier special meeting but also at any adjournment or postponement of the Pacific Premier special meeting. In the event that a quorum is not present at the Pacific Premier special meeting, it is expected that the Pacific Premier special meeting will be adjourned or postponed.

        Abstentions and broker non votes will not be counted for purposes of determining the number of votes cast on a proposal but will be treated as present for quorum purposes. "Broker non votes" are shares held by banks, brokers or nominees as to which voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and the bank, broker or nominee does not have discretionary voting power under the applicable New York Stock Exchange rules. Under these rules, the share issuance and Pacific Premier adjournment proposals are not items on which brokerage firms may vote in their discretion on behalf of their clients if such clients have not furnished voting instructions. A failure to vote by failing to return a properly executed proxy and failing to appear in person at the Pacific Premier special meeting, which is referred to as a failure to vote, will not be counted for purposes of determining the number of votes cast on a proposal and will not be treated as present for quorum purposes.

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Vote Required

        The affirmative vote of the majority of the votes cast at the Pacific Premier special meeting by the holders of Pacific Premier common stock entitled to vote at the Pacific Premier special meeting is needed to approve the share issuance proposal and the Pacific Premier adjournment proposal.

        Abstentions and broker non-votes of Pacific Premier common stock and failures to vote shares of Pacific Premier common stock by failing to return a properly executed proxy and failing to appear in person at the Pacific Premier special meeting, will not be counted as votes cast and, therefore, will not affect either proposal.

        Unless instructions to the contrary are specified in a proxy properly voted and returned through available channels, the proxies will be voted "FOR" approval of the share issuance proposal and "FOR" approval of the Pacific Premier adjournment proposal.

Solicitation of Proxies

        Pacific Premier will pay the costs of soliciting its shareholders' proxies, as well as all other costs incurred by it in connection with the solicitation of proxies from its shareholders on behalf of its board of directors. In addition to solicitation by mail, directors, officers and employees of Pacific Premier may solicit proxies from shareholders of Pacific Premier in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement for their actual expenses. Pacific Premier has engaged D.F. King & Co. as its proxy solicitation firm. Such firm will be paid its customary fee of $            and out of pocket expenses.

        Arrangements also will be made with custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and Pacific Premier will reimburse such custodians, nominees and fiduciaries for their reasonable out of pocket expenses in connection therewith.

Attending the Pacific Premier Special Meeting

        While not required, all holders of Pacific Premier common stock, including shareholders of record and shareholders who hold their shares in street name through banks, brokers or other nominees, are invited to attend the Pacific Premier special meeting. Pacific Premier shareholders of record can vote in person at the Pacific Premier special meeting. If a Pacific Premier shareholder is not a shareholder of record and would like to vote in person at the Pacific Premier special meeting, such Pacific Premier shareholder must produce a proxy executed in his or her favor by the record holder of such Pacific Premier shareholder's shares. In addition, such Pacific Premier shareholder must bring a form of personal photo identification with him or her in order to be admitted at the Pacific Premier special meeting. Pacific Premier reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Pacific Premier special meeting is prohibited without Pacific Premier's express written consent.

Adjournments and Postponements

        Although it is not currently expected, the Pacific Premier special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Pacific Premier special meeting to approve the share issuance proposal or if a quorum is not present at the Pacific Premier special meeting. Other than an announcement to be made at the Pacific Premier special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the Pacific Premier special meeting for the purpose of soliciting additional proxies will allow the shareholders who have

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already sent in their proxies to revoke them at any time prior to their use at the Pacific Premier special meeting as adjourned or postponed.

Other Matters to Come Before the Pacific Premier Special Meeting

        Pursuant to the Pacific Premier bylaws, the only business that may be presented before the Pacific Premier special meeting are those items identified in the notice to the Pacific Premier shareholders of the Pacific Premier special meeting. No other business may be conducted at the Pacific Premier special meeting other than those items identified in the notice of the Pacific Premier special meeting.

Questions and Additional Information

        If a Pacific Premier shareholder has questions about the share issuance proposal, or the process for voting, or if additional copies of this document or a replacement proxy card are needed, please contact Investor Relations, Pacific Premier Bancorp, Inc., at (949) 864-8000.

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THE OPUS SPECIAL MEETING

Time, Date and Place

        A special meeting of shareholders of Opus will be held at 9:00 a.m., Pacific Time, on                        , 2020 at the Pacific Club, 4110 MacArthur Blvd, Newport Beach, California 92660.

Matters to Be Considered

        The purposes of the Opus special meeting are to consider and vote upon the following proposals:

    the merger proposal;

    the compensation proposal; and

    the Opus adjournment proposal.

        No other business may be conducted at the Opus special meeting. A copy of the merger agreement is included in this joint proxy statement/prospectus as Appendix A, and Opus shareholders are encouraged to read it carefully in its entirety.

Recommendation of the Opus Board

        The Opus board has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Based on the Opus board's reasons for approving the merger agreement described in this joint proxy statement/prospectus, the Opus board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Opus and its shareholders and unanimously has recommended that Opus shareholders vote "FOR" the merger proposal. See "The Merger—Opus's Reasons for the Merger" beginning on page    .

        The Opus board has also unanimously recommended that Opus shareholders vote "FOR" the compensation proposal and "FOR" the Opus adjournment proposal.

Shares Outstanding and Entitled to Vote; Record Date

        The close of business on                        , 2020 has been fixed by Opus as the Opus record date for the determination of Opus shareholders entitled to notice of and to vote at the Opus special meeting and any adjournment or postponement of the Opus special meeting. At the close of business on the Opus record date, there were                         shares of Opus common stock outstanding and entitled to vote and                        shares of Opus preferred stock outstanding and entitled to vote, held by approximately                         and                        holders of record, respectively. Each share of Opus common stock entitles the holder to one vote at the Opus special meeting on all matters properly presented at the Opus special meeting. Each share of Opus preferred stock entitles the holder to one vote, voting as a separate class from the Opus common stock, at the Opus special meeting with respect to approval of the merger proposal.

How to Vote Shares of Opus Common Stock and Opus Preferred Stock

Shareholders of Record.

        Opus shareholders of record may vote by mail, telephone, via the Internet or by attending the Opus special meeting and voting in person. If an Opus shareholder chooses to vote by mail, he or she should simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided. Internet and telephone voting is available until 11:59 p.m., Eastern Time, on                        , 2020.

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Shares Held in "Street Name."

        If an Opus shareholder's shares of Opus common stock or Opus preferred stock are held through a bank, broker or other nominee, such Opus shareholder is considered the beneficial owner of such shares held in "street name." In such case, this joint proxy statement/prospectus has been forwarded by such Opus shareholder's bank, broker or other nominee, who is considered, with respect to such shares, the shareholder of record. As the beneficial owner, an Opus shareholder has the right to direct such bank, broker or other nominee how to vote the shares by following the voting instructions that they have sent, or will send, to the Opus shareholder. Without specific instructions from the Opus shareholder, which will result in a broker non-vote, the bank, broker or other nominee is not empowered to vote an Opus shareholder's shares on non-routine matters such as the merger proposal or the Opus adjournment proposal. Not voting these shares will have the effect of voting against the approval of the merger proposal, but will not have any effect on the compensation proposal (assuming a quorum is present) or the Opus adjournment proposal. When the vote is tabulated for the proposals, as described below, broker non-votes, if any, will not be counted for purposes of determining whether a quorum is present. Accordingly, we advise each Opus shareholder to promptly give instructions to his or her bank, broker or other nominee to vote "FOR" approval of the merger proposal, "FOR" approval of the compensation proposal and "FOR" the Opus adjournment proposal. Alternatively, if an Opus shareholder is a beneficial owner and wishes to vote in person at the Opus special meeting, the Opus shareholder must provide a proxy executed in such Opus shareholder's favor by the bank, broker or other nominee.

Revocation of Proxies

        An Opus shareholder can revoke a proxy at any time before his or her shares are voted. If the Opus shareholder is a shareholder of record, the Opus shareholder can revoke a proxy by:

    delivering to Opus prior to the Opus special meeting a written notice of revocation addressed to: Kevin L. Thompson, Chief Financial Officer, Opus Bank 19900 MacArthur Boulevard, 12th Floor, Irvine, California 92612;

    completing, signing and returning a new proxy card with a later date before the date of the Opus special meeting, and any earlier dated proxy will be revoked automatically;

    calling the toll free number listed on the Opus proxy card or by accessing the Internet site listed on the Opus proxy card to change his or her vote by 11:59 p.m., Eastern Time, on                        , 2020, in which case the later submitted proxy via telephone or Internet, as the case may be, will be recorded and the earlier dated proxy will be revoked; or

    attending the Opus special meeting and voting in person, and any earlier proxy will be revoked. However, simply attending the Opus special meeting without voting will not revoke an Opus proxy.

        If an Opus shareholder has instructed a bank, broker or other nominee to vote such Opus shareholder's shares of Opus common stock, the Opus shareholder must follow directions received from the bank, broker or other nominee to change his or her vote.

Voting of Proxies

        Each executed proxy (including those given through voting by telephone or Internet) received by Opus before or at the Opus special Meeting (and not revoked) by a holder of Opus common stock or Opus preferred stock will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed proxy that is returned, such proxy will be voted "FOR" approval of the merger proposal, "FOR" approval of the compensation proposal and "FOR" the approval of the Opus adjournment proposal.

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Broker Non-Votes

        A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a "non-routine" matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Opus special meeting will be "non-routine" matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Opus special meeting. If your bank, broker, trustee or other nominee holds your shares of Opus common stock or Opus preferred stock in "street name," such entity will vote your shares of Opus common stock or Opus preferred stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Quorum

        A quorum, consisting of the holders of a majority of the shares entitled to vote at the Opus special meeting, must be present in person or represented by proxy before any action may be taken at the Opus special meeting. Once a share of Opus common stock or Opus preferred stock is represented at the Opus special meeting, it will be counted for the purpose of determining a quorum not only at the Opus special meeting but also at any adjournment or postponement of the Opus special meeting. In the event that a quorum is not present at the Opus special meeting, it is expected that the Opus special meeting will be adjourned or postponed.

        Abstentions of Opus common stock or Opus preferred stock will be treated as represented and present for quorum purposes.

        Broker non-votes of Opus common stock and Opus preferred stock and the failure to vote shares of either Opus common stock or Opus preferred stock by failing to return a properly executed proxy and failing to appear in person at the Opus special meeting, which is referred to as a failure to vote, will not be counted as present for purposes of establishing a quorum at the Opus special meeting and will not be voted on any of the proposals at the Opus special meeting.

Vote Required

        The Merger Proposal.    The approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Opus common stock entitled to vote at the Opus special meeting and holders of at least a majority of the outstanding shares of Opus preferred stock entitled to vote at the Opus special meeting, in each case, voting as separate classes. If you fail to submit a proxy or vote in person at the Opus special meeting, mark "ABSTAIN" on your proxy or if you fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the merger proposal, it will have the same effect as a vote "AGAINST" the merger proposal.

        The Compensation Proposal.    The approval of the compensation proposal requires the affirmative vote of a majority of shares of Opus common stock entitled to vote represented in person or by proxy and voting at the Opus special meeting (assuming a quorum is present). Holders of Opus preferred stock will not be entitled to vote on the compensation proposal. If you fail to submit a proxy or vote in person at the Opus special meeting, or fail to instruct your bank, broker or other nominee with respect to the compensation proposal, it will have no effect on such proposal (assuming a quorum is present). If you mark "ABSTAIN" on your proxy with respect to the compensation proposal, it will have the same effect as a vote "AGAINST" the compensation proposal.

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        The compensation proposal is advisory, and therefore not binding on Opus, the Opus board's compensation committee or the Opus board. Further, the arrangements are contractual in nature and not, by their terms, subject to Opus shareholder approval. Accordingly, regardless of the outcome of the compensation proposal, if the merger is completed, Opus's named executive officers may be or become entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

        The Opus Adjournment Proposal.    The approval of the Opus adjournment proposal requires the affirmative vote of a majority of shares of Opus common stock entitled to vote represented in person or by proxy and voting at the Opus special meeting. Holders of Opus preferred stock will not be entitled to vote on the Opus adjournment proposal. If you fail to submit a proxy or vote in person at the Opus special meeting, or fail to instruct your bank, broker or other nominee with respect to the Opus adjournment proposal, it will have no effect on such proposal. If you mark "ABSTAIN" on your proxy with respect to the Opus adjournment proposal, it will have the same effect as a vote "AGAINST" the Opus adjournment proposal.

Shares of Opus Common Stock and Opus Preferred Stock Subject to Shareholder Agreements

        Opus directors who own shares of Opus common stock, certain Opus executive officers and certain Opus shareholders, who collectively own in the aggregate approximately    % of the outstanding shares of Opus common stock and approximately    % of the outstanding shares of Opus preferred stock as of the Opus record date, have entered into shareholder agreements with Pacific Premier, Pacific Premier Bank and Opus pursuant to which such shareholders have agreed to, among other things, vote their shares of Opus common stock and Opus preferred stock in favor of the approval of the merger agreement. See "The Merger—Shareholder Agreements" beginning on page    .

        The form of the Opus shareholder agreement is included in this joint proxy statement/prospectus as Annex A to the merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus.

Solicitation of Proxies

        Opus will pay the costs of soliciting its shareholders' proxies, as well as all other costs incurred by it in connection with the solicitation of proxies from its shareholders on behalf of its board of directors. In addition to solicitation by mail, directors, officers and employees of Opus may solicit proxies from shareholders of Opus in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement for their actual expenses. Opus has engaged D.F. King & Co. as its proxy solicitation firm. Such firm will be paid its customary fee of $12,500 and out of pocket expenses.

        Arrangements also will be made with custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and Opus will reimburse such custodians, nominees and fiduciaries for their reasonable out of pocket expenses in connection therewith.

Attending the Opus Special Meeting

        All holders of Opus common stock and Opus preferred stock, including holders of record and shareholders who hold their shares of Opus common stock and Opus preferred stock through banks, brokers or other nominees are invited to attend Opus special meeting. Shareholders of record can vote in person at the Opus special meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the Opus special meeting. If you plan to attend the Opus special meeting, you must hold your shares in your own name or have a letter from the record holder of your

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shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. Opus reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Opus special meeting is prohibited without Opus's express written consent.

Adjournments and Postponements

        Although it is not currently expected, the Opus special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Opus special meeting to approve the merger proposal or if a quorum is not present at the Opus special meeting. Other than an announcement to be made at the Opus special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the Opus special meeting for the purpose of soliciting additional proxies will allow the shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Opus special meeting as adjourned or postponed.

Other Matters to Come Before the Opus Special Meeting

        Pursuant to the Opus bylaws, the only business that may be presented before the Opus special meeting are those items identified in the notice to the Opus shareholders of the Opus special meeting. No other business may be conducted at the Opus special meeting other than those items identified in the notice of the Opus special meeting.

Questions and Additional Information

        If an Opus shareholder has questions about the merger, or the process for voting, or if additional copies of this document or a replacement proxy card are needed, please contact Investor Relations, Opus Bank, at (949) 224-8866.

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OPUS PROPOSALS

Proposal 1: The Merger Proposal

        If you are an Opus shareholder, you are being asked to vote to approve the merger agreement (including the Agreement of Merger incorporated therein). You should read carefully this entire joint proxy statement/prospectus, including the merger agreement and the other documents included with this joint proxy statement/prospectus. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Appendix A.

        The Opus board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Opus and its shareholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. See "The Merger—Opus's Reasons for the Merger" beginning on page     .

        The Opus board has unanimously recommended that shareholders vote "FOR" approval of the merger proposal.

Proposal 2: The Compensation Proposal

        Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Opus is seeking a non-binding, advisory shareholder approval of the compensation that certain named executive officers of Opus may receive that is based on or otherwise relates to the merger as disclosed under "The Merger—Interests of Certain Opus Officers and Directors in the Merger—Golden Parachute Compensation." The proposal gives Opus shareholders the opportunity to express their views on the merger-related compensation of Opus's named executive officers.

        Accordingly, Opus is asking Opus shareholders to vote "FOR" the adoption of the following resolution, on a non-binding, advisory basis:

    "RESOLVED, that the compensation that will or may be paid or become payable to the Opus named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in "The Merger—Interests of Certain Opus Officers and Directors in the Merger—Golden Parachute Compensation" are hereby APPROVED."

        The compensation proposal is advisory, and therefore not binding on Opus, the Opus board's compensation committee or the Opus board. Further, the arrangements are contractual in nature and not, by their terms, subject to Opus shareholder approval. Accordingly, regardless of the outcome of the compensation proposal, if the merger is completed, Opus's named executive officers may be or become entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

        The Opus board has unanimously recommended that shareholders vote "FOR" approval of the compensation proposal.

Proposal 3: The Opus Adjournment Proposal

        The Opus special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Opus special meeting to approve the merger proposal or if a quorum is not present at the Opus special meeting. Other than an announcement to be made at the Opus special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the Opus special meeting for the purpose of soliciting additional proxies will allow the shareholders

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who have already sent in their proxies to revoke them at any time prior to their use at the Opus special meeting as adjourned or postponed.

        In this proposal, Opus is asking Opus shareholders to vote to approve to adjourn the Opus special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Opus special meeting to approve the merger proposal.

        The Opus board has unanimously recommended that shareholders vote "FOR" approval of the Opus adjournment proposal.

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THE MERGER

        The following information describes the material aspects of the merger agreement and the merger. This description does not purport to be complete and is qualified in its entirety by reference to the appendices to this joint proxy statement/prospectus, including the merger agreement which is attached as Appendix A and incorporated by reference into this joint proxy statement/prospectus. Shareholders of both Pacific Premier and Opus should carefully read the appendices in their entirety.

Structure of the Merger

        Pursuant to the terms and conditions set forth in the merger agreement, Opus will be acquired by Pacific Premier in a transaction in which Opus will merge with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution, which is referred to as the merger.

        Following the consummation of the merger, the Pacific Premier certificate of incorporation and Pacific Premier bylaws, each as in effect immediately prior to the merger will continue as the governing corporate documents of Pacific Premier. Pursuant to the terms of the merger agreement, two existing directors of the Pacific Premier board and the Pacific Premier Bank board will resign, effective no later than immediately prior to the effective time of the merger, and Pacific Premier and Pacific Premier Bank are required to take all actions necessary to appoint or elect, effective as of the effective time of the merger, two existing Opus directors, each of whom must be mutually agreeable to Pacific Premier and Opus, as directors of Pacific Premier and Pacific Premier Bank. Pacific Premier and Opus have determined that the existing directors of the Opus board who will be appointed or elected to the Pacific Premier board effective as of the effective time of the merger will be G. Malpass "Mal" Durkee and Richard C. Thomas. Determinations regarding the two existing directors of the Pacific Premier board and the Pacific Premier Bank board who will resign effective no later than immediately prior to the effective time of the merger have not yet been made. Messrs. Durkee and Thomas will serve until the first annual meeting of the shareholders of Pacific Premier and Pacific Premier Bank following the effective time of the merger and until his respective successor is elected and qualified. Subject to the fiduciary duties of the Pacific Premier board, Pacific Premier is required to include Messrs. Durkee and Thomas on the list of nominees for director presented by the Pacific Premier board and for which the Pacific Premier board will solicit proxies at the first annual meeting of the stockholders of Pacific Premier following the effective time of the merger.

Background of the Merger

        As part of Opus's continuous efforts to strengthen its business, increase value for shareholders and deliver the best possible services to its customers and communities, the Opus board, in consultation with Opus senior management and, from time to time, with outside advisors, regularly reviews and considers Opus's business plans and its basic strategic options, including organic growth, potential acquisitions of other financial institutions by Opus, mergers of equals and acquisitions of Opus. These strategic discussions have been set against a backdrop of, among other things, business performance as well as prospects and developments in the financial services industry, regulatory and compliance environments, the economy generally and financial markets, and the implications of such developments for financial institutions generally and for Opus, in particular. These reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and risks to Opus and its shareholders of strategic combinations compared to the benefits and risks of continued operation as a standalone company, all with the goal of enhancing shareholder value. Factors assessed in connection with these reviews have included the risks and opportunities associated with operating in existing and new markets, competition, potential positive and negative expense and revenue synergies, regulatory requirements, interest rate environment and prospects, scale, operational risk, credit risk, market risk and changes in technology and in delivery and marketing channels. From time to time, the Opus board and senior management have discussed various strategic alternatives potentially available to

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Opus with its financial advisor, Piper Sandler, and have discussed potential strategic transaction opportunities with various banking organizations.

        On January 7, 2019, Steven Gardner, Chairman and Chief Executive Officer of Pacific Premier, met with Paul Greig, Chairman of the Board and then Interim Chief Executive Officer of Opus. During this meeting, Mr. Gardner informally expressed Pacific Premier's interest in potentially acquiring Opus at some time in the future. No terms of a potential business combination were proposed.

        The Opus board held a special meeting on February 20, 2019, at which there was a report on Mr. Gardner's outreach. During this meeting, representatives of Piper Sandler, Opus's financial advisor, also presented a market overview and an overview of potential strategic partners of Opus, including Pacific Premier. The Opus board discussed the outreach by Pacific Premier, including with input from Piper Sandler, and concluded that Opus should explore whether a potential sale or merger-of-equals transaction could enhance shareholder value. The discussion included consideration of the fact that Opus had explored a potential merger-of-equals transaction with another institution in late 2018 that did not ultimately progress. The Opus board authorized representatives of Piper Sandler to contact certain parties that were identified as potential acquirers of Opus to determine if such parties would be interested in a business combination with Opus and on what terms.

        After reviewing institutions that Piper Sandler believed to be most likely to have an interest in engaging in a strategic transaction with Opus, the Opus board directed Piper Sandler from late February 2019 to mid-March 2019 to engage in preliminary, confidential discussions with two financial institutions, which we refer to as Party A and Party B, respectively. Party A expressed an interest in exploring a potential business combination with Opus at an exchange ratio that implied a nominal market premium. Party B replied that it was not interested in exploring a potential business combination with Opus.

        At a special meeting held on March 20, 2019, the Opus board discussed with Piper Sandler the results of its outreach to Party A and Party B and, after discussion and consideration, determined that it was not in the interest of Opus's shareholders to pursue a transaction with Party A at the proposed exchange ratio, which did not represent a premium to Opus's then-current share price.

        On May 1, 2019, Paul Taylor was appointed as President and Chief Executive Officer of Opus and, at that time, Mr. Greig, the Chairman of the Board, stepped down from the position as Opus's Interim President and Chief Executive Officer.

        On June 11, 2019, Pacific Premier submitted a non-binding indication of interest to acquire Opus in a stock-for-stock merger transaction at a fixed exchange ratio of 0.8500 shares of Pacific Premier common stock for each share of Opus common stock. The proposal also indicated that two of Opus's existing directors would be added to the Pacific Premier and Pacific Premier Bank boards, such that former Opus directors would represent two of 13 directors at Pacific Premier.

        At a special meeting on June 12, 2019, the Opus board reviewed and discussed the June 11, 2019 indication of interest from Pacific Premier with representatives from its outside legal counsel. At that meeting, the Opus board discussed the terms of the indication of interest and also discussed proposed strategic initiatives currently being considered by executive management with Mr. Taylor. In addition, representatives of its outside legal counsel provided advice about process and the fiduciary duties of the Opus board in connection with its evaluation of strategic options.

        At a special meeting on July 1, 2019, the Opus board continued its review and discussion of the June 11, 2019 indication of interest from Pacific Premier with Mr. Taylor and representatives of Piper Sandler. At the meeting, representatives of Piper Sandler provided an analysis of the financial terms of Pacific Premier's proposal. At the conclusion of the meeting, it was determined that the Opus board would continue to evaluate and consider strategic alternatives in order to better evaluate the June 11, 2019 indication of interest from Pacific Premier.

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        On July 23, 2019, Mr. Gardner wrote to the Opus board to reiterate Pacific Premier's interest in acquiring Opus on the terms included in Pacific Premier's June 11, 2019 non-binding indication of interest.

        At a regularly scheduled meeting on July 25, 2019, the Opus board reviewed and discussed Pacific Premier's reiterated interest in acquiring Opus. The Opus board continued to discuss the terms of the proposed indication of interest and evaluate and consider overall strategic alternatives for Opus to better evaluate Pacific Premier's indication of interest. The Opus board also discussed the increasingly complex and challenging market environment for mid-sized banks, which included discussions about Opus Bank's internal strategic planning process.

        Following this meeting, with the approval of the Opus board, Mr. Greig told representatives of Pacific Premier that Opus would consider further discussions regarding a potential strategic transaction with Pacific Premier after it had conducted its internal strategic planning process. Thereafter, Opus management began work to develop a potential three-year strategic plan, which we refer to as the Opus potential plan, and, at the Board's direction, engaged outside consultant A.T. Kearney to facilitate this process.

        On September 25, 2019, at a special meeting of the Opus board, the Opus board discussed Opus's strategic options, including updates on Opus's strategic planning process and Opus's strategy as a standalone company. Representatives of Sullivan & Cromwell LLP, or S&C, as Opus's outside counsel, were also in attendance, and the Opus board authorized Mr. Taylor, on behalf of Opus, to enter into a mutual non-disclosure agreement with Pacific Premier to further facilitate discussions with Pacific Premier about the proposed transaction.

        On October 2, 2019, Opus and Pacific Premier executed a mutual nondisclosure agreement, and, thereafter, limited non-public information regarding Opus and Pacific Premier was made available to each institution by the other for purposes of due diligence.

        On October 22, 2019, Messrs. Greig, Taylor and Gardner met to discuss Pacific Premier's June 11, 2019 non-binding indication of interest, including Pacific Premier's proposed exchange ratio, as well as Opus's improved profitability and the cultural fit of the two institutions.

        At a strategic review meeting on November 20, 2019, Opus directors and Opus management, along with the outside consultant A.T. Kearney, discussed Opus's prospects as a standalone company, including consideration of the Opus potential plan.

        On December 6, 2019, Pacific Premier submitted a revised non-binding indication of interest to acquire Opus in a stock-for-stock merger transaction, which reflected an increase in the fixed exchange ratio to 0.9000 shares of Pacific Premier common stock for each share of Opus common stock. The proposal retained from the June 11, 2019 proposal the proposal to add two Opus directors to the Pacific Premier and Pacific Premier Bank boards.

        At a regularly scheduled meeting on December 12, 2019, the Opus board, including Mr. Taylor, met to discuss extensively the December 6, 2019 proposal from Pacific Premier with representatives of Piper Sandler. Representatives of Piper Sandler provided an industry update and presented a standalone financial analysis for Opus, an overview of the M&A market and other potential bank opportunities and a financial analysis of the Pacific Premier proposal. The Opus board also discussed at length the Opus potential plan, particularly the execution risks and the likelihood of successfully implementing the plan, including in light of the fact that there had been several recent changes in senior management. At such meeting, the Opus board authorized Mr. Taylor and Piper Sandler to continue to pursue the Pacific Premier proposal.

        On December 17, 2019, a meeting was held between Messrs. Greig, Taylor and Richard Thomas and Ms. Marsha Cameron from the Opus board and Messrs. Gardner, Jeffrey Jones and Christian

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Mitchell of the Pacific Premier board. Representatives of Piper Sandler and D.A. Davidson, Pacific Premier's financial advisor, also attended such meeting. During this meeting, the attendees discussed the proposed exchange ratio, the compensation practices and accounting policies and procedures of the two institutions, and potential cost savings and synergies that a potential transaction between the two institutions could produce.

        On December 18, 2019, Mr. Taylor and Opus's Chief Financial Officer, Kevin Thompson, met with Mr. Gardner and Pacific Premier's Chief Financial Officer, Ron Nicolas, to discuss Opus's historical financial performance and profitability, forecast results expected for 2019 and 2020, potential cost savings of a combined institution and synergies between the two institutions.

        On December 23, 2019, the Opus board held a special telephonic meeting in which representatives of Piper Sandler presented an update on discussions with Pacific Premier and provided a financial analysis of the December 6, 2019 proposal, including financial analyses previously requested by the Opus board. Representatives of Piper Sandler also outlined certain potential benefits and potential risks of pursuing the transaction versus remaining a standalone company. Additionally, the Opus board and representatives of Piper Sandler and S&C engaged in extensive discussion about Opus's prospects as a standalone company. During the meeting, the Opus board and representatives from Piper Sandler and S&C also discussed Pacific Premier's proposed transaction structure, merger consideration and possible timing with respect to the consummation of a transaction. The Opus board discussed potential acquisition and merger-of-equals counterparties with representatives of Piper Sandler and determined that, other than Pacific Premier and the seven candidates who were discussed at the meeting, it was unlikely that other institutions would have interest in a potential transaction with Opus. Thereafter, the Opus board authorized representatives of Piper Sandler to discuss further with Pacific Premier the terms of the December 6, 2019 proposal and to explore whether the financial and other terms could be improved, and requested that representatives of Piper Sandler also contact seven additional financial institutions identified by Piper Sandler as most likely acquisition or merger-of-equal candidates to determine if such parties would be interested in engaging in a strategic transaction involving Opus.

        Between December 23, 2019 and December 31, 2019, representatives of Piper Sandler contacted each of such potential parties, but none indicated that, at that particular point in time, it would be prepared to make any proposal to acquire or otherwise engage in a strategic transaction with Opus.

        On December 29, 2020, Pacific Premier submitted a further revised non-binding indication of interest to acquire Opus in a stock-for-stock merger transaction. The proposal retained the fixed exchange ratio of 0.9000 shares of Pacific Premier common stock for each share of Opus common stock, as reflected in the December 6, 2019 proposal. The proposal, however, contemplated that in adding two Opus board members to the Pacific Premier and Pacific Premier Bank boards, two existing members of the Pacific Premier and Pacific Premier Bank boards would resign, resulting in Opus board members representing two of 11, rather than two of 13, directors on the Pacific Premier and Pacific Premier Bank boards.

        On January 2, 2020, the Opus board held a special telephonic meeting in which representatives of Piper Sandler provided an update on its discussions with the seven additional financial institutions contacted between December 23, 2019 and December 31, 2019 and the responses received from each such party that none of such parties, at that particular point in time, were prepared to make a proposal to enter into a transaction with Opus. Following Piper Sandler's update, the Opus board reviewed and discussed the December 29, 2019 indication of interest, and representatives of Piper Sandler presented on merger discussions with Pacific Premier up to that date. Representatives of Piper Sandler also provided additional financial analyses as requested by the Opus board. A representative from S&C discussed the fiduciary duties of the Opus board in connection with its evaluation of strategic options. The Opus board then instructed representatives of Piper Sandler to explore with Pacific Premier an

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increased exchange ratio and a further increase in the Opus board's representation on the Pacific Premier and Pacific Premier Bank boards following the consummation of the merger.

        Later that day, on January 2, 2020, Piper Sandler discussed the transaction and the Opus board's requests with Mr. Gardner. In that discussion, Mr. Gardner indicated that the previously proposed exchange ratio and board representation were Pacific Premier's best and final offer.

        On January 3, 2020, during a special telephonic meeting of the Opus board, representatives of Piper Sandler provided an update to the Opus board regarding the outcome of their discussions with representatives of Pacific Premier regarding a potential increase in the exchange ratio and/or an increase in the number of Opus board directors who would serve on the Pacific Premier board following the consummation of the merger. After extensively discussing the December 29, 2019 indication of interest, including the percentage of the combined company that would be owned by Opus shareholders in relation to the contributions of Opus to the combined company and other financial metrics, as well as other financial analyses previously discussed with Piper Sandler, the Opus board voted to authorize Mr. Taylor to execute a letter of intent with Pacific Premier incorporating the terms previously presented by Pacific Premier and including an exclusivity arrangement that would expire on the earlier of the execution of a definitive agreement between Opus and Pacific Premier and February 17, 2020. The letter of intent was executed later that day on January 3, 2020.

        On January 6, 2020, members of the senior management teams of Opus and Pacific Premier, as well as representatives of Piper Sandler and D. A. Davidson, met to facilitate Pacific Premier's further due diligence of Opus. Opus senior management provided an overview to Pacific Premier senior management of the history, business lines, strategy and operations of Opus, and the parties also discussed Opus's deposit base, loan portfolio, credit quality trends, financial performance and regulatory and compliance history. Thereafter, through January 30, 2020, Opus and Pacific Premier engaged in extensive reciprocal due diligence.

        On January 11, 2020, representatives of Holland & Knight LLP, or H&K, counsel to Pacific Premier, sent an initial draft of the merger agreement to representatives of S&C. Also on January 11, 2020, representatives of H&K sent to representatives of S&C a draft of a proposed shareholder voting agreement for the potential transaction that Pacific Premier required be entered into with certain large shareholders of Opus common stock and Opus preferred stock, members of the Opus board who own shares of Opus common stock and certain executive officers of Opus. Thereafter, until the execution of the merger agreement on January 31, 2020, the parties and their respective legal advisors exchanged drafts of, and engaged in discussion and negotiations concerning the terms of, the merger agreement and shareholder agreements. Extensive documentary and other due diligence, including Opus's due diligence evaluation of Pacific Premier, continued in parallel with the negotiation of the transaction documentation during this time.

        On January 15, 2020, members of the senior management teams of Opus and Pacific Premier held a telephonic meeting to discuss due diligence findings.

        On January 20, 2020, Mr. Taylor met with Mr. Gardner to discuss the due diligence process and potential cost savings and synergies that could be realized by a combined institution between Opus and Pacific Premier.

        Between January 23, 2020 and January 28, 2020, the Opus board discussed various terms of the merger agreement, including the minimum deposit closing condition and the potential that any of the closing conditions may not be satisfied. Representatives of Opus senior management and S&C made themselves available to discuss such terms with members of the Opus board.

        On January 23, 2020, at a regular joint meeting of the audit and compensation committees of the Opus board, in which all members of the Opus board were in attendance, representatives of Opus's

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senior management provided an overview of the status of the proposed transaction and reported their reverse due diligence findings on Pacific Premier and Pacific Premier Bank.

        On January 24, 2020, Mr. Taylor met with Mr. Gardner to continue to discuss the parties' due diligence findings, the potential cost savings and synergies that a combined institution could produce, and continued Opus representation on Pacific Premier's board of directors following the consummation of a potential transaction.

        On January 29, 2020, Mr. Taylor and Mr. Gardner discussed the fact that due to changes in the relative stock prices between Pacific Premier and Opus, the spot share price premium on Opus stock had declined significantly. Mr. Taylor requested an increase in the proposed exchange ratio, but Mr. Gardner declined and, later that day, followed up with an e-mail confirming in writing that Pacific Premier would not increase the proposed exchange ratio.

        On January 30, 2020, the Opus board held a special telephonic meeting to review the merger agreement and the proposed transactions contemplated thereby. Representatives of Opus's senior management, Gateway Asset Management, or Gateway, which had performed due diligence on Pacific Premier's loan portfolio, Piper Sandler and S&C also attended. Messrs. Taylor and Thompson updated the Opus board regarding the status of discussions with Pacific Premier and the status of definitive documentation, which was close to completion. Messrs. Thompson and Fitzmaurice then provided a final update on Opus's due diligence findings on Pacific Premier in connection with the proposed transaction. Representatives from Gateway discussed their due diligence review of Pacific Premier's loan portfolio, including the differences between the composition of the Opus loan portfolio and that of Pacific Premier's. Representatives of S&C discussed the fiduciary duties of the Opus board in connection with its evaluation of the proposed Pacific Premier transaction. Representatives of Piper Sandler reviewed the updated financial analyses performed by Piper Sandler in connection with its evaluation of the consideration to be paid by Pacific Premier, including discussing the various financial methodologies used in its analysis. The Opus board then met in executive session to discuss further the merger agreement and the proposed transactions contemplated thereby.

        On January 31, 2020, the Opus board held a special meeting to further review and discuss the financial and legal terms of the proposed merger. Members of Opus senior management and representatives of Piper Sandler and S&C also attended this meeting. Representatives of Piper Sandler reviewed their further updated financial analysis with the Opus board and rendered to the board an oral opinion, confirmed by delivery of a written opinion on January 31, 2020 to the Opus board, to the effect that, as of the date of such written opinion and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in such written opinion, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to holders of Opus common stock. The Opus board discussed various aspects of the financial analysis and directed questions to representatives of Piper Sandler, including in connection with the change in relative stock market prices and the decline in the spot share price premium. Representatives of S&C then provided a summary of the proposed legal terms of the merger agreement and responded to questions from the Opus board regarding the legal terms of the merger. After extensive discussion, the Opus board determined that, based on discussions between Messrs. Taylor and Gardner on January 29, 2020, it was not realistic to expect that Pacific Premier would agree to increase the proposed exchange ratio.

        The Opus board, by unanimous vote adopting resolutions to such effect, determined that the merger, the merger agreement and the transactions contemplated thereby were in the best interests of Opus and its shareholders and approved the merger agreement, the merger and the transactions contemplated thereby.

        On January 31, 2020, the Pacific Premier board also held a special telephonic meeting for the purposes of considering the merger agreement. At that meeting, the Pacific Premier board thoroughly

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discussed and considered the terms and conditions of the merger and the merger agreement. Representatives of H&K advised the Pacific Premier board on its duties in connection with the transaction and the terms of the merger agreement. D.A. Davidson reviewed the financial aspects of the proposed transaction and rendered an opinion to the Pacific Premier board of directors to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by D.A. Davidson as set forth in such opinion, the merger consideration to be paid to the Opus shareholders was fair, from a financial point of view, to Pacific Premier. After deliberation, the Pacific Premier board voted unanimously to approve the merger agreement and the transactions contemplated by the merger agreement, and authorized Pacific Premier management to execute the merger agreement.

        Later on January 31, 2020, the merger agreement was executed and delivered by Opus, Pacific Premier and Pacific Premier Bank. The parties announced the transaction the morning of February 3, 2020, before the opening of the financial markets in New York.

Pacific Premier's Reasons for the Merger and Factors Considered by Pacific Premier's Board of Directors

        As part of Pacific Premier's business strategy, it evaluates opportunities to acquire bank holding companies, banks and other financial institutions. The acquisition of Opus is consistent with this strategy. In reaching its conclusion to approve the merger, the Pacific Premier board consulted with D.A. Davidson, its financial advisor, with respect to the financial aspects of the proposed acquisition and with its legal counsel, H&K, as to its legal duties and the terms of the merger agreement and related agreements. Pacific Premier entered into the merger agreement with Opus because, among other things, Pacific Premier believes that the acquisition of Opus will:

    expand and deepen Pacific Premier's geographic footprint into Southern California, a strategically key market, expand its presence in Washington, particularly in Seattle, Washington, and Arizona, and establish a presence in Oregon;

    create opportunities for Pacific Premier Bank to provide additional products and services to its clients and Opus's clients;

    create scale for continued investment and greater operational flexibility;

    diversify revenue and fee income through Opus's trust and escrow operations;

    offer estimated cost savings of approximately 25% of Opus's non-interest expense, with 37.5% of the cost savings phased-in during 2020 and the remainder during 2021;

    improve and strengthen Pacific Premier Bank's existing deposit particularly with regard to the stable, low-cost deposits of Opus's trust and escrow business;

    based on the projected cost savings and other projections and assumptions at the time, be immediately accretive to Pacific Premier's earnings per share in 2020, excluding merger-related expenses, and result in an anticipated earnings per share accretion of approximately 14.31% in fiscal year 2021;

    based on the projected cost savings and other projections and assumptions at the time, result in anticipated tangible book value dilution of 2.86% with an anticipated earn back period of approximately 1.8 years;

    offer an internal rate of return anticipated to be greater than 16.76% based on the projected cost savings and other projections and assumptions at the time;

    result in a broader market presence providing greater opportunities for future in-market acquisitions; and

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    allow Pacific Premier to deploy a portion of its capital into what the Pacific Premier board believes is a compelling investment and facilitating accelerated capital generation which will create additional opportunities to return capital to shareholders.

        The Pacific Premier board also considered the potential adverse consequences of the proposed merger, including:

    the possible disruption to Pacific Premier's or Opus's business that may result from the announcement of the merger;

    the risk that the cost savings, operational synergies and other benefits' expected result from the merger might not be fully realized or not realized at all;

    the possibility that the merger may not be completed or may be unduly delayed because conditions to closing may not be satisfied, including:

    the condition that Pacific Premier's shareholders approve the share issuance proposal;

    the condition that Opus's shareholders approve the merger proposal; and

    other conditions which are outside of Pacific Premier's control;

    the risk that the merger might not be completed and the effect of the resulting public announcement of termination of the merger agreement on:

    the market price of Pacific Premier's common stock; and

    Pacific Premier's operating results, particularly in light of the costs incurred in connection with the merger; and

    the potential risk of diverting management focus and resources from operational matters and other strategic opportunities while working to implement the merger.

        Based on the reasons stated above, the Pacific Premier board has determined that the merger is in the best interest of Pacific Premier and its shareholders and unanimously recommends that the Pacific Premier shareholders vote "FOR" the share issuance proposal and "FOR" the Pacific Premier adjournment proposal.

Opus's Reasons for the Merger and Recommendation of Opus's Board of Directors

        After considering its strategic options and the factors discussed in this joint proxy statement/prospectus, the Opus board unanimously recommends approval of the merger agreement, determining that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Opus and its shareholders.

        In evaluating the merger and the merger agreement, the Opus board consulted with Opus's financial advisor, Piper Sandler, with respect to the financial aspects of the proposed sale, and consulted with Opus's legal counsel, S&C, as to its legal duties and the terms of the merger agreement and related agreements. In reaching the conclusion to approve the merger and recommend approval of the merger agreement to the Opus shareholders, the Opus board considered a number of factors, including the following, without assigning any specific or relative weights to the factors and in no particular order:

    an extensive review of strategic options available to Opus and a thorough review of Pacific Premier's business, operations, financial condition, stock performance, asset quality, earnings and prospects, including the information obtained through due diligence;

    a review of the risks and prospects of Opus remaining independent, including (i) the challenges of the current and prospective economic, regulatory and competitive environment facing the

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      financial services industry generally, and Opus in particular, including the importance of scale in the continued rapid consolidation in the financial services industry, the prolonged low interest rate environment and its effect on net interest margin, the current historically low income tax rate, legislative initiatives at the federal and state level and the current low level of credit losses; (ii) the additional risks associated with executing any of the options developed by Opus senior management to support a standalone strategy (including the Opus potential plan); (iii) the increasing costs associated with banking regulation, compliance and technology, generally; and (iv) the anticipated costs of continuing to develop and enhance Opus's business capabilities;

    the Opus board's consideration that the transaction with Pacific Premier was more favorable to holders of Opus common stock than the potential value that might result from other options reasonably available to Opus, including:

    the challenges facing Opus as an independent company and the Opus board's belief that combining with a larger financial institution would benefit Opus's shareholders; and

    the fact that as of the date the Opus board determined to approve the merger and merger agreement, Piper Sandler had recently contacted seven financial institutions believed by Opus senior management, the Opus board and Piper Sandler to have a likelihood of having a serious interest in a business combination with Opus, and Opus did not receive any proposals in response;

    the exchange ratio and other financial terms of the merger and the merger agreement;

    the fact that the consideration that Opus's shareholders will receive in the merger is in the form of a fixed exchange ratio of Pacific Premier common stock and the fact that Opus shareholders would own approximately 37% of the combined company;

    the structure of the merger consideration as payable in shares of Pacific Premier common stock, which will allow Opus shareholders to participate in the future performance of the combined company's business and synergies resulting from the merger, including an expanded geographic footprint and an expansion and diversification of business lines;

    the fact that the dividends paid by Pacific Premier to its stockholders were higher than dividends paid by Opus to its shareholders, even after applying the Exchange Ratio;

    the potential for Opus's shareholders to participate in the future earnings and growth of the combined company, including the potential challenges for Opus in achieving significant organic growth on a standalone basis given its existing business lines and its relative scale;

    the expected pro forma financial impact of the transaction, taking into account anticipated cost savings and other factors, and especially the fact that the transaction is expected to be accretive to the combined company in terms of earnings per share, which could be used to support the payment of increased dividends per share by the combined company, if and when declared;

    the advantages of being part of a larger financial institution, such as Pacific Premier, including the potential for operating efficiencies and the effect of a higher lending limit with respect to Opus's clients; diversity of the business model allowing for expanded operating strategies; and consideration of the fact that Pacific Premier was already complying with additional supervision and examination processes imposed on banks and bank holding companies with assets in excess of $10 billion;

    the record of Pacific Premier under the Community Reinvestment Act;

    Pacific Premier's business, financial condition, results of operations and management, and the performance of Pacific Premier's common stock on both a historical and prospective basis;

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    the Opus board's expectation that the combined company will have a strong capital position upon completion of the transaction, which would be expected to support Pacific Premier's dividend program, as well as Pacific Premier's share repurchase program;

    the ability of Opus's shareholders to participate in any future improvement in the combined company's business and/or future appreciation in Pacific Premier's stock from improved conditions for financial institutions or to the general economy;

    the financial analyses presented by Piper Sandler on January 30, 2020 and on January 31, 2020 to the Opus board and the written opinion of Piper Sandler, dated as of January 31, 2020, delivered to the Opus board to the effect that, as of such date and based on and subject to the various factors, assumptions, considerations, qualifications and limitations set forth in the opinion, the exchange ratio was fair to the holders of Opus's common stock from a financial point of view, as more fully described below under "—Opinion of Opus's Financial Advisor" beginning on page      ;

    the current quality of Pacific Premier's loan portfolio, including the review by Gateway;

    the governance structure for the surviving entity, including the composition of the Pacific Premier and Pacific Premier Bank boards, which will include two existing directors of Opus;

    the geographic and strategic fit of the branch networks of the combined company and the scale, scope, strength and diversity of operations, product lines and delivery systems that could be achieved by the combined company;

    the terms of the merger agreement, including the representations, covenants, deal protection and termination provisions and the size of the termination fee payable by Opus in certain circumstances in relation to the overall transaction size;

    the shareholder voting agreements;

    the tax free nature of the shares of Pacific Premier common stock being offered as merger consideration;

    the greater liquidity of Pacific Premier's common stock after giving effect to the merger;

    the fact that the merger agreement does not preclude a third party from making an unsolicited acquisition proposal to Opus and that, under certain circumstances more fully described under "The Merger—No Solicitation" beginning on page      , Opus may furnish non-public information to, and enter into discussions with, such a third party regarding a qualifying acquisition proposal;

    the Opus board's review with Opus's outside legal counsel of the terms of the merger agreement, including both parties' covenant to use their reasonable best efforts to obtain the required regulatory approvals for the merger;

    the likelihood, based on Pacific Premier's recent track record, of receiving the required regulatory approvals and completing the merger in a timely manner, and Pacific Premier's past record of integrating acquisitions and of realizing the expected financial and other benefits of such acquisitions; and

    the Opus board's review and discussions with Pacific Premier's senior management and advisors concerning Opus's due diligence examination of the operations, financial condition and regulatory compliance programs and prospects of Pacific Premier.

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        The Opus board also considered the potential risks related to the transaction. The Opus board concluded that the anticipated benefits of combining with Pacific Premier were likely substantially to outweigh these risks. These potential risks included:

    the potential risks associated with successfully integrating Opus's business, operations and workforce with those of Pacific Premier, including the costs of successfully integrating the two companies;

    the potential for diversion of management and employee attention, and for employee attrition, during the period following the announcement of the merger and prior to the completion of the merger, and the potential effect on Opus's business and relations with customers, service providers and other stakeholders, whether or not the merger is completed;

    the potential reaction of Opus's customers to the proposed merger with Pacific Premier Bank;

    the merger agreement provisions generally requiring Opus to conduct its business in the ordinary course and the other restrictions on the conduct of Opus's business prior to the completion of the merger, which may delay or prevent Opus from undertaking business opportunities that may arise pending the completion of the merger;

    the minimum deposit condition;

    the merger consideration being based on a fixed exchange ratio and the resulting risk that the consideration to be paid to Opus shareholders could be adversely affected by a decrease in the trading price of Pacific Premier common stock prior to the closing of the merger;

    the regulatory and other approvals required in connection with the merger and the possibility that such regulatory approvals may not be received in a timely manner and may include the imposition of burdensome conditions;

    the possible effects on Opus should the parties fail to complete the merger, including the increased difficulty of resuming operations with a standalone strategy, the possible effects on the price of Opus common stock, and the business and opportunity costs;

    the risk of litigation arising from shareholders in respect of the merger agreement or transactions contemplated thereby; and

    the other risks described under "Risk Factors" beginning on page    , and the risks of investing in Pacific Premier common stock identified in the "Risk Factors" sections of Pacific Premier's periodic reports filed with the SEC and incorporated by reference herein.

        The foregoing discussion of the information and factors considered by the Opus board is not intended to be exhaustive, but Opus believes that it includes the material factors considered by the Opus board in reaching its determination and recommendation. In view of the wide variety of factors considered by the Opus board in connection with its evaluation of the merger and the complexity of these matters, the Opus board did not attempt to quantify, rank or otherwise assign relative weights to specific factors that it considered in reaching its decision. Furthermore, in considering the factors described above, individual members of the Opus board may have given different weights to different factors.

        In considering the recommendation of the Opus board, you should be aware that certain directors and executive officers of Opus may have interests in the merger that are different from, or in addition to, interests of shareholders of Opus generally and may create potential conflicts of interest. The Opus board was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending to Opus's shareholders that they vote in favor of the merger proposal. See "The Merger—Interests of Certain Opus Officers and Directors in the Merger" beginning on page    .

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        The foregoing discussion of the information and factors considered by the Opus board is forward-looking in nature. This information should be read in light of the factors described under "Cautionary Statement Regarding Forward-Looking Statements" beginning on page    .

        On the basis of these considerations, the Opus board unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Opus's shareholders vote "FOR" the approval of the merger proposal, "FOR" the approval of the compensation proposal and "FOR" the approval of the Opus adjournment proposal.

Opinion of Pacific Premier's Financial Advisor

        On January 4, 2020, Pacific Premier entered into an engagement agreement with D.A. Davidson to render financial advisory and investment banking services to Pacific Premier. As part of its engagement, D.A. Davidson agreed to assist Pacific Premier in analyzing, structuring, negotiating and, if appropriate, effecting a transaction between Pacific Premier and another corporation or business entity. D.A. Davidson also agreed to provide the Pacific Premier board with an opinion as to the fairness, from a financial point of view, of the merger consideration to be paid to the Opus shareholders in the proposed merger. Pacific Premier engaged D.A. Davidson because D.A. Davidson is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with Pacific Premier and its business. As part of its investment banking business, D.A. Davidson is continually engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

        On January 31, 2020, the Pacific Premier board held a meeting to evaluate the proposed merger. At this meeting, D.A. Davidson reviewed the financial aspects of the proposed merger and rendered an opinion to the Pacific Premier board that, as of such date and based upon and subject to assumptions made, procedures followed, matters considered and limitations on the review undertaken, the merger consideration to be paid to the Opus shareholders was fair, from a financial point of view, to Pacific Premier in the proposed merger.

        The full text of D.A. Davidson's written opinion, dated January 31, 2020, is attached as Appendix B to this joint proxy statement/prospectus and is incorporated herein by reference. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. The Pacific Premier shareholders are urged to read the opinion in its entirety.

        D.A. Davidson's opinion speaks only as of the date of the opinion and D.A. Davidson undertakes no obligation to revise or update its opinion. The opinion is directed to the Pacific Premier board and addresses only the fairness, from a financial point of view, of the merger consideration to be paid to the Opus shareholders in the proposed merger. The opinion does not address, and D.A. Davidson does not express a view or opinion with respect to, (i) the underlying business decision of Pacific Premier to engage in the merger, (ii) the relative merits or effect of the merger as compared to any alternative business transactions or strategies that may be or may have been available to or contemplated by Pacific Premier or the Pacific Premier board, or (iii) any legal, regulatory, accounting, tax or similar matters relating to Pacific Premier, its shareholders or relating to or arising out of the merger. The opinion does not express a view or opinion as to any terms or other aspects of the merger, except for the merger consideration. Pacific Premier and Opus determined the merger consideration through the negotiation process. The opinion does not express any view as to the amount or nature of the compensation to any of Pacific Premier's or Opus's officers, directors or employees, or any class of such persons, relative to the merger consideration, or with respect to the fairness of any such compensation. The opinion has been reviewed and approved by D.A. Davidson's Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

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        D.A. Davidson has reviewed the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part and consented to the inclusion of its opinion to the Pacific Premier board as Appendix B to this joint proxy statement/prospectus and to the references to D.A. Davidson and its opinion contained herein. A copy of the consent of D.A. Davidson is attached as Exhibit 99.1 to the registration statement on Form S-4.

        In connection with rendering its opinion, D.A. Davidson reviewed, among other things, the following:

    a substantially complete draft of the merger agreement, dated January 29, 2020;

    financial statements and other historical financial and business information about Pacific Premier and Opus made available to us from published sources and/or from the internal records of Pacific Premier and Opus that we deemed relevant;

    publicly available analyst earnings estimates for Pacific Premier for the years ending December 31, 2020 and December 31, 2021 and an estimated long-term growth rate for the years thereafter, in each case as discussed with, and confirmed by, senior management of Pacific Premier;

    publicly available analyst earnings estimates for Opus for the years ending December 31, 2020 and December 31, 2021, and an estimated long-term growth rate for the years thereafter, in each case as discussed with, and confirmed by, senior management of Pacific Premier;

    the current market environment generally and the banking environment in particular;

    the market and trading characteristics of selected public companies and selected public bank holding companies in particular;

    the financial terms of certain other transactions in the financial institutions industry, to the extent publicly available;

    the net present value of Pacific Premier and Opus with consideration of projected financial results;

    the relative contributions of Pacific Premier and Opus to the combined company;

    the pro forma financial impact of the transaction, taking into consideration the amounts and timing of the transaction costs, and cost savings; and

    such other financial studies, analyses and investigations and financial, economic and market criteria and other information as we considered relevant including discussions with management and other representatives and advisors of Pacific Premier and Opus concerning the business, financial condition, results of operations and prospects of Pacific Premier and Opus.

        In arriving at its opinion, D.A. Davidson assumed and relied upon the accuracy and completeness of all information that was publicly available, supplied or otherwise made available to, discussed with or reviewed by or for D.A. Davidson. D.A. Davidson did not independently verify, and did not assume responsibility for independently verifying, such information. D.A. Davidson relied on the assurances of management of Pacific Premier that they are not aware of any facts or circumstances that would make any of such information, projections or estimates inaccurate or misleading. D.A. Davidson did not undertake an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Pacific Premier or Opus. In addition, D.A. Davidson did not assume any obligation to conduct, nor did D.A. Davidson conduct any physical inspection of the properties or facilities of Pacific Premier or Opus and has not been provided with any reports of such physical inspections. D.A. Davidson assumed that there has been no material change in Pacific Premier's or Opus's business,

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assets, financial condition, results of operations, cash flows, or prospects since the date of the most recent financial statements provided to D.A. Davidson.

        With respect to the financial projections and estimates (including information relating to the amounts and timing of merger costs, cost savings, and revenue enhancements) provided to or otherwise reviewed by or for or discussed with us, we have been advised by management of Pacific Premier that such projections and other analyses were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Pacific Premier as to the future financial performance of Pacific Premier and Opus and the other matters covered thereby, and that the financial results reflected in such projections and estimates will be realized in the amounts and at the times projected. We do not assume responsibility for and do not express an opinion as to these projections and estimates or the assumptions on which they were based.

        D.A. Davidson did not make an independent evaluation or appraisal of the loan and lease portfolios, classified loans, other real estate owned or any other specific assets, nor has D.A. Davidson assessed the adequacy of the allowance for loan losses of Pacific Premier or Opus. D.A. Davidson has not reviewed any individual credit files relating to Pacific Premier or Opus. D.A. Davidson assumed that the respective allowances for loan losses for both Pacific Premier and Opus are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. D.A. Davidson did not make an independent evaluation of the quality of Pacific Premier's or Opus's deposit base, nor have we independently evaluated potential deposit concentrations or the deposit composition of Pacific Premier or Opus. D.A. Davidson did not make an independent evaluation of the quality of Pacific Premier's or Opus's investment securities portfolio, nor have we independently evaluated potential concentrations in the investment securities portfolio of Pacific Premier or Opus.

        D.A. Davidson assumed that all representations and warranties contained in the merger agreement and all related agreements are true and correct in all respects material to D.A. Davidson's analysis, and that the merger will be consummated in accordance with the terms of the merger agreement, without waiver, modification, or amendment of any term, condition or covenant thereof the effect of which would be in any respect material to D.A. Davidson's analysis. D.A. Davidson has assumed that all material governmental, regulatory or other consents, approvals, and waivers necessary for the consummation of the merger will be obtained without any material adverse effect on Pacific Premier or the contemplated benefits of the merger.

        D.A. Davidson assumed in all respects material to its analysis that Pacific Premier and Opus will remain as going concerns for all periods relevant to its analysis. D.A. Davidson's opinion was necessarily based upon information available to D.A. Davidson and economic, market, financial and other conditions as they exist and can be evaluated on the date the fairness opinion letter was delivered to the Pacific Premier board.

        D.A. Davidson's opinion does not take into account individual circumstances of specific holders with respect to control, voting or other rights which may distinguish such holders.

        D.A Davidson also does not express an opinion as to the actual value of Pacific Premier common stock when issued in the transaction or the prices at which Pacific Premier common stock or Opus common stock will trade following announcement of the transaction or at any future time.

        D.A. Davidson has not evaluated the solvency or fair value of Pacific Premier or Opus under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. This opinion is not a solvency opinion and does not in any way address the solvency or financial condition of Pacific Premier or Opus. D.A. Davidson is not expressing any opinion as to the impact of the transaction on the solvency or viability of Pacific Premier or Opus or the ability of Pacific Premier or Opus to pay their respective obligations when they come due.

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        Set forth below is a summary of the material financial analyses performed by D.A. Davidson in connection with rendering its opinion. The summary of the analyses of D.A. Davidson set forth below is not a complete description of the analysis underlying its opinion, and the order in which these analyses are described below is not indicative of any relative weight or importance given to those analyses by D.A. Davidson. The following summaries of financial analyses include information presented in tabular format. You should read these tables together with the full text of the summary financial analyses, as the tables alone are not a complete description of the analyses.

        Unless otherwise indicated, the following quantitative information, to the extent it is based on market data, is based on market data as of January 30, 2020, the last trading day prior to the date on which D.A. Davidson delivered the fairness opinion letter to the Pacific Premier board, and is not necessarily indicative of market conditions after such date.

    Implied Valuation Multiples for Pacific Premier based on the Merger Consideration

        D.A. Davidson reviewed the financial terms of the proposed transaction. As described in the merger agreement, each share of Opus common stock issued and outstanding, excluding shares held in treasury by Opus, will be converted into the right to receive 0.9000 shares of Pacific Premier common stock. Additionally, each share of Opus preferred stock issued and outstanding will be converted into the right to receive the product of (i) the number of shares of Opus common stock into which such share of Opus preferred stock is convertible in connection with the merger, and (ii) 0.9000 shares of Pacific Premier common stock. The terms and conditions of the merger are more fully described in the merger agreement. For purposes of the financial analyses described below, based on the closing price of Pacific Premier common stock on January 30, 2020, of $30.26, the merger consideration represented an implied value of $27.23 per share of Opus common stock, or $1.1 billion in aggregate. Based upon financial information as of or for the twelve-month or three-month period ended December 31, 2019 and other financial and market information described below, D.A. Davidson calculated the following transaction ratios:


Transaction Ratios

 
  Per Share   Aggregate  

Transaction Price / 2019 Net Income

    16.8x     17.0x  

Transaction Price / Q4 2019, Annualized Net Income

    12.8x     13.0x  

Transaction Price / 2020E Net Income(1)

    16.5x     16.5x  

Transaction Price / 2021E Net Income(1)

    15.0x     15.0x  

Transaction Price / Book Value, Reported

    92.5 %   94.4 %

Transaction Price / Book Value, As-Converted

    95.5 %   95.8 %

Transaction Price / Tangible Book Value, Reported

    140.5 %   143.5 %

Transaction Price / Tangible Book Value, As-Converted

    143.1 %   143.6 %

Tangible Book Premium / Core Deposits(2)

        5.5 %

Transaction Price / Opus's Closing Price as of 1/30/2020(3)

    0.8 %      

Transaction Price / Opus's 20-Day Average Share Price as of 1/30/2020(4)

    6.3 %      

(1)
Financial projections in 2020 and 2021 for Opus based on average Street EPS estimates, as discussed with and confirmed by Pacific Premier management

(2)
Tangible book premium / core deposits calculated by dividing the excess or deficit of the merger consideration compared to tangible book value by core deposits

(3)
Based on Opus's Closing Price as of January 30, 2020 of $27.02

(4)
Based on Opus's 20-Day Average Share Price as of January 30, 2020 of $25.63

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    Stock Price Performance of Pacific Premier and Opus

        D.A. Davidson reviewed the history of the reported trading prices and volume of Pacific Premier and Opus common stock and certain stock indices, including the Russell 3000 and the KBW NASDAQ Regional Banking Index. D.A. Davidson compared the stock price performance of Pacific Premier and Opus with the performance of the Russell 3000 and the KBW NASDAQ Regional Banking Index as follows:


One Year Stock Performance

 
  Beginning Index Value
on 1/30/2019
  Ending Index Value
on 1/30/2020
 

Russell 3000

    100.0 %   121.4 %

KBW NASDAQ Regional Banking Index

    100.0 %   101.7 %

Pacific Premier

    100.0 %   100.6 %

Opus

    100.0 %   127.8 %


Three Year Stock Performance

 
  Beginning Index Value
on 1/30/2017
  Ending Index Value
on 1/30/2020
 

Russell 3000

    100.0 %   141.8 %

KBW NASDAQ Regional Banking Index

    100.0 %   94.1 %

Pacific Premier

    100.0 %   78.0 %

Opus

    100.0 %   132.5 %

    Contribution Analysis

        D.A. Davidson analyzed the relative contribution of Pacific Premier and Opus to certain financial and operating metrics for the pro forma combined company. Such financial and operating metrics included: (i) market capitalization; (ii) net income during the preceding twelve months ended December 31, 2019; (iii) annualized net income during the preceding three months ended December 31, 2019; (iv) projected net income for Pacific Premier and Opus in 2020 and 2021 based on average Street EPS estimates, as discussed with and confirmed by Pacific Premier management; (v) total assets; (vi) gross loans; (vii) total deposits; (viii) non-maturity deposits; (ix) reported tangible common equity; and (x) tangible common equity, as-converted. The relative contribution analysis did not give effect to the impact of any synergies as a result of the proposed merger. The results of this analysis are summarized in the table below, which also compares the results of this analysis with the

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implied pro forma ownership percentages of Pacific Premier or Opus shareholders in the combined company:


Contribution Analysis

 
  Pacific Premier
Stand-alone
  Pacific Premier
% of Total
  Opus
Stand-alone
  Opus
% of Total
 

Market Capitalization

                         

Market Capitalization (1/30/2020) (in thousands)

  $ 1,800,653     64.7 % $ 982,113     35.3 %

Income Statement—Historical

   
 
   
 
   
 
   
 
 

2019 Net Income (in thousands)(1)

  $ 159,718     72.1 % $ 61,834     27.9 %

Q4 2019, Annualized Net Income (in thousands)(1)

  $ 164,392     66.9 % $ 81,156     33.1 %

Income Statement—Projections

   
 
   
 
   
 
   
 
 

2020E Net Income (in thousands)(2)

  $ 141,145     68.8 % $ 63,888     31.2 %

2021E Net Income (in thousands)(2)

  $ 144,318     67.2 % $ 70,400     32.8 %

Balance Sheet

   
 
   
 
   
 
   
 
 

Total Assets (in thousands)

  $ 11,776,012     59.6 % $ 7,992,400     40.4 %

Gross Loans, Including Loans HFS (in thousands)

  $ 8,723,983     59.7 % $ 5,900,520     40.3 %

Total Deposits (in thousands)

  $ 8,898,509     57.9 % $ 6,473,593     42.1 %

Non-Maturity Deposits (in thousands)

  $ 7,850,667     58.2 % $ 5,646,332     41.8 %

Tangible Common Equity, Reported (in thousands)

  $ 1,120,960     61.4 % $ 704,330     38.6 %

Tangible Common Equity, As-Converted (in thousands)

  $ 1,120,960     60.4 % $ 733,440     39.6 %

Pro Forma Ownership

   
 
   
 
   
 
   
 
 

Merger Transaction—Actual

          63.2 %         36.8 %

    Note: Pro forma contribution does not include any purchase accounting or merger adjustments

(1)
Net income for the preceding twelve-month or three-month period ending December 31, 2019

(2)
Financial projections for Pacific Premier and Opus in 2020 and 2021 based on average Street EPS estimates, as discussed with and confirmed by Pacific Premier management

    Pacific Premier Comparable Companies Analysis

        D.A. Davidson used publicly available information to compare selected financial and market trading information for Pacific Premier and a group of 10 financial institutions selected by D.A. Davidson which: (i) were headquartered in the Arizona, California, Colorado, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, or Wyoming; (ii) had their common stock traded on the New York Stock Exchange or NASDAQ; (iii) had assets between $10.0 billion and $30.0 billion; and (iv) were not pending merger targets or ethnic-focused banks. The 10 financial institutions were as follows:

Axos Financial, Inc.   Glacier Bancorp, Inc.
Banner Corporation   PacWest Bancorp
Columbia Banking System, Inc.   Umpqua Holdings Corporation
CVB Financial Corp.   Washington Federal, Inc.
First Interstate BancSystem, Inc.   Western Alliance Bancorporation

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Note: Does not reflect impact from pending acquisitions or acquisitions closed after January 30, 2020

        The analysis compared the financial condition and market performance of Pacific Premier and the 10 financial institutions identified above based on publicly available financial and market trading information for Pacific Premier and the 10 financial institutions as of and for the twelve-month or three-month period ended December 31, 2019. The analysis also compared the 2020 and 2021 earnings per share multiples for Pacific Premier and the 10 financial institutions identified above based on publicly available average consensus "street estimates" for Pacific Premier and the 10 financial institutions. The table below shows the results of this analysis.


Financial Condition and Performance

 
   
  Comparable Companies  
 
  Pacific
Premier
 
 
  Median   Average   Minimum   Maximum  

Total Assets (in millions)

  $ 11,776   $ 14,362   $ 17,743   $ 11,282   $ 28,847  

Return on Average Assets (Most Recent Quarter)

    1.42 %   1.51 %   1.51 %   1.07 %   1.92 %

Return on Average Tangible Common Equity (Most Recent Quarter)

    15.89 %   15.88 %   16.20 %   13.24 %   20.46 %

Tangible Common Equity Ratio

    10.30 %   10.01 %   10.10 %   8.45 %   12.17 %

Efficiency Ratio (Most Recent Quarter)

    51.9 %   54.6 %   52.6 %   41.0 %   61.2 %

Non-Performing Assets / Total Assets

    0.08 %   0.27 %   0.26 %   0.09 %   0.49 %


Market Performance Multiples

 
   
  Comparable Companies  
 
  Pacific
Premier
 
 
  Median   Average   Minimum   Maximum  

Market Capitalization (in millions)

  $ 1,801   $ 2,891   $ 3,236   $ 1,744   $ 5,755  

Price vs. 52-Week High

    –13.3 %   –9.5 %   –10.3 %   –19.0 %   –3.8 %

Price vs. 52-Week Low

    22.4 %   14.6 %   17.4 %   3.5 %   47.1 %

Price Change (LTM)

    0.6 %   –1.2 %   2.8 %   –8.7 %   25.3 %

Price Change (YTD)

    –7.2 %   –5.8 %   –4.8 %   –8.1 %   –0.5 %

Price / MRQ Earnings Per Share

    11.0x     11.8x     12.6x     9.1x     17.4x  

Price / LTM Earnings Per Share

    11.6x     12.4x     12.8x     9.1x     18.2x  

Price / 2020E Earnings Per Share(1)

    12.6x     12.8x     13.2x     9.3x     17.5x  

Price / 2021E Earnings Per Share(1)

    12.2x     12.2x     12.6x     8.9x     17.1x  

Price / Tangible Book Value Per Share

    160.6 %   187.7 %   194.0 %   152.4 %   277.1 %

Dividend Yield (Most Recent Quarter)

    3.30 %   2.99 %   3.12 %   0.00 %   6.76 %

(1)
Earnings per share estimates based on average Street EPS estimates

    Opus Comparable Companies Analysis

        D.A. Davidson used publicly available information to compare selected financial and market trading information for Opus and a group of 10 financial institutions selected by D.A. Davidson which: (i) were headquartered in Arizona, California, Colorado, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, or Wyoming; (ii) had their common stock traded on the New York Stock

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Exchange or NASDAQ; (iii) had assets between $3.0 billion and $12.0 billion; and (iv) were not pending merger targets or ethnic-focused banks. These 10 financial institutions were as follows:

Banc of California, Inc.   HomeStreet, Inc.
CVB Financial Corp.   Luther Burbank Corporation
First Foundation Inc.   National Bank Holdings Corporation
Heritage Commerce Corp   TriCo Bancshares
Heritage Financial Corporation   Westamerica Bancorporation

Note: Does not reflect impact from pending acquisitions or acquisitions closed after January 30, 2020

        The analysis compared the financial condition and market performance of Opus and the 10 financial institutions identified above based on publicly available financial and market trading information for Opus and the 10 financial institutions as of and for the twelve-month or three-month period ended December 31, 2019. The analysis also compared the 2020 and 2021 earnings per share multiples for Opus and the 10 financial institutions identified above based on publicly available average consensus "street estimates" for Opus and the 10 financial institutions. The table below shows the results of this analysis (excluding the impact of earnings per share multiples considered not meaningful by D.A. Davidson).


Financial Condition and Performance

 
   
  Comparable Companies  
 
  Opus   Median   Average   Minimum   Maximum  

Total Assets (in millions)

  $ 7,992   $ 6,393   $ 6,693   $ 4,109   $ 11,282  

Return on Average Assets (Most Recent Quarter)

    1.02 %   1.09 %   1.07 %   0.55 %   1.79 %

Return on Average Tangible Common Equity (Most Recent Quarter)

    11.54 %   12.14 %   11.14 %   5.96 %   17.56 %

Tangible Common Equity Ratio

    9.24 %   10.53 %   10.31 %   8.31 %   12.17 %

Efficiency Ratio (Most Recent Quarter)

    61.3 %   60.9 %   60.5 %   41.0 %   80.6 %

Non-Performing Assets / Total Assets

    0.07 %   0.21 %   0.30 %   0.08 %   0.78 %


Market Performance Multiples

 
   
  Comparable Companies  
 
  Opus   Median   Average   Minimum   Maximum  

Market Capitalization (in millions)

  $ 982   $ 900   $ 1,154   $ 599   $ 2,949  

Price vs. 52-Week High

    –0.3 %   –10.0 %   –11.4 %   –20.3 %   –3.8 %

Price vs. 52-Week Low

    50.6 %   10.1 %   15.3 %   4.9 %   34.5 %

Price Change (LTM)

    27.8 %   4.1 %   5.2 %   –15.9 %   32.2 %

Price Change (YTD)

    4.4 %   –4.8 %   –5.2 %   –7.9 %   –2.5 %

Price / MRQ Earnings Per Share

    12.7x     14.2x     16.8x     12.2x     30.0x  

Price / LTM Earnings Per Share

    16.7x     13.9x     14.5x     12.3x     21.7x  

Price / 2020E Earnings Per Share(1)

    16.4x     14.7x     15.5x     11.4x     25.0x  

Price / 2021E Earnings Per Share(1)

    14.8x     13.2x     14.0x     10.0x     21.5x  

Price / Tangible Book Value Per Share

    139.4 %   169.9 %   169.6 %   98.0 %   288.2 %

Dividend Yield (Most Recent Quarter)

    1.63 %   2.36 %   2.47 %   1.47 %   4.00 %

(1)
Earnings per share estimates based on average Street EPS estimates

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    Precedent Transactions Analysis

        D.A. Davidson reviewed three sets of comparable merger and acquisition transactions. The sets of mergers and acquisitions included: (1) "Nationwide Transactions Since 2018," (2) "Nationwide Transactions Since 2019," and (3) "Western United States Transactions".

        "Nationwide Transactions Since 2018" included 15 transactions where:

    the selling company was a bank or thrift headquartered in the United States;

    the transaction's deal value was between $500 million and $1.5 billion;

    the transaction was announced between January 1, 2018 and January 30, 2020;

    the transaction's pricing information was publicly available; and

    the transaction was not a merger-of-equals.

        "Nationwide Transactions Since 2019" included 12 transactions where:

    the selling company was a bank or thrift headquartered in the United States;

    the transaction's deal value was greater than $350 million;

    the transaction was announced between January 1, 2019 and January 30, 2020;

    the transaction's pricing information was publicly available; and

    the transaction was not a merger-of-equals

        "Western United States Transactions" included 12 transactions where:

    the selling company was a bank headquartered in the Arizona, California, Colorado, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington or Wyoming;

    the transaction's deal value was greater than $200 million;

    the transaction was announced between January 1, 2017 and January 30, 2020;

    the transaction's pricing information was publicly available; and

    the transaction was not a merger-of-equals.

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        The following tables set forth the transactions included in "Nationwide Transactions Since 2018," "Nationwide Transactions Since 2019," and "Western U.S. Transactions," and are sorted by announcement date:

Nationwide Transactions Since 2018

Announcement Date
  Acquirer   Target
1/21/2020*   FB Financial Corporation   Franklin Financial Network, Inc.
11/18/2019*   United Bankshares, Inc.   Carolina Financial Corporation
8/13/2019   CIT Group Inc.   Mutual of Omaha Bank
7/23/2019   WesBanco, Inc.   Old Line Bancshares, Inc.
7/15/2019   People's United Financial, Inc.   United Financial Bancorp, Inc.
6/26/2019   Valley National Bancorp   Oritani Financial Corp.
12/17/2018   Ameris Bancorp   Fidelity Southern Corporation
11/26/2018   CenterState Bank Corporation   National Commerce Corporation
10/05/2018   Union Bankshares Corporation   Access National Corporation
9/20/2018   Independent Bank Corp.   Blue Hills Bancorp, Inc.
6/19/2018   People's United Financial, Inc.   First Connecticut Bancorp, Inc.
6/18/2018   BOK Financial Corporation   CoBiz Financial Inc.
5/22/2018   Independent Bank Group, Inc.   Guaranty Bancorp
2/26/2018   CVB Financial Corp.   Community Bank
2/12/2018   Pacific Premier Bancorp, Inc.   Grandpoint Capital, Inc.

*
Indicates the transaction was pending as of January 30, 2020

Nationwide Transactions Since 2019

Announcement Date
  Acquirer   Target
1/21/2020*   FB Financial Corporation   Franklin Financial Network, Inc.
11/18/2019*   United Bankshares, Inc.   Carolina Financial Corporation
10/29/2019*   Northwest Bancshares, Inc.   MutualFirst Financial, Inc.
9/24/2019*   Sandy Spring Bancorp, Inc.   Revere Bank
9/09/2019*   First Defiance Financial Corp.   United Community Financial Corp.
8/13/2019   CIT Group Inc.   Mutual of Omaha Bank
7/31/2019   Simmons First National Corporation   Landrum Company
7/23/2019   WesBanco, Inc.   Old Line Bancshares, Inc.
7/15/2019   People's United Financial, Inc.   United Financial Bancorp, Inc.
6/26/2019   Valley National Bancorp   Oritani Financial Corp.
6/17/2019   Prosperity Bancshares, Inc.   LegacyTexas Financial Group, Inc.
3/15/2019   Mechanics Bank   Rabobank, National Association

*
Indicates the transaction was pending as of January 30, 2020

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Western United States Transactions

Announcement Date
  Acquirer   Target
4/03/2019   Glacier Bancorp, Inc.   Heritage Bancorp
3/15/2019   Mechanics Bank   Rabobank, National Association
11/01/2018   Enterprise Financial Services Corp   Trinity Capital Corporation
6/18/2018   BOK Financial Corporation   CoBiz Financial Inc.
5/22/2018   Independent Bank Group, Inc.   Guaranty Bancorp
2/26/2018   CVB Financial Corp.   Community Bank
2/12/2018   Pacific Premier Bancorp, Inc.   Grandpoint Capital, Inc.
12/11/2017   TriCo Bancshares   FNB Bancorp
8/09/2017   Pacific Premier Bancorp, Inc.   Plaza Bancorp
4/06/2017   PacWest Bancorp   CU Bancorp
2/13/2017   Heartland Financial USA, Inc.   Citywide Banks of Colorado, Inc.
1/09/2017   Columbia Banking System, Inc.   Pacific Continental Corporation

        For each transaction referred to above, D.A. Davidson compared, among other things, the following implied ratios:

    transaction price compared to tangible book value on a per share and aggregate basis, based on the latest publicly available financial statements of the target company prior to the announcement of the transaction;

    transaction price compared to earnings per share for the last twelve months, based on the latest publicly available financial statements of the target company prior to the announcement of the transaction;

    transaction price compared to the closing stock price of the target company one day prior to the announcement of the transaction; and

    tangible book premium to core deposits based on the latest publicly available financial statements of the target company prior to the announcement of the transaction.

        D.A. Davidson compared the multiples of the comparable transaction groups and other operating financial data where relevant to the proposed merger multiples and other operating financial data of Opus as of or for the twelve-month or three-month period ended December 31, 2019. The table below sets forth the results of this analysis.

Financial Condition and Performance  
 
   
  Nationwide Since 2018   Nationwide Since 2019   Western United States  
 
  Opus   Median   Average   Minimum   Maximum   Median   Average   Minimum   Maximum   Median   Average   Minimum   Maximum  

Total Assets (in millions)

  $ 7,992   $ 3,816   $ 4,200   $ 2,741   $ 8,518   $ 3,899   $ 5,407   $ 2,074   $ 13,870   $ 2,842   $ 3,337   $ 840   $ 13,870  

Return on Average Assets (Last Twelve Months)

    0.80 %   0.98 %   0.97 %   0.56 %   1.61 %   1.15 %   1.17 %   0.56 %   1.75 %   0.98 %   1.03 %   0.42 %   2.37 %

Return on Average Equity (Last Twelve Months)

    5.78 %   8.07 %   8.35 %   4.54 %   11.43 %   10.10 %   10.50 %   6.07 %   15.05 %   9.43 %   9.93 %   5.21 %   19.75 %

Tangible Common Equity Ratio

    9.24 %   9.37 %   10.07 %   8.34 %   14.31 %   9.86 %   10.06 %   7.52 %   13.02 %   9.04 %   9.14 %   8.09 %   11.96 %

Efficiency Ratio (Last Twelve Months)

    66.3 %   59.8 %   59.5 %   34.3 %   78.9 %   57.4 %   56.8 %   34.3 %   72.9 %   60.5 %   59.3 %   36.2 %   79.6 %

Non-Performing Assets / Total Assets

    0.07 %   0.52 %   0.61 %   0.09 %   1.69 %   0.56 %   0.67 %   0.09 %   1.91 %   0.85 %   1.05 %   0.02 %   3.44 %

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