8-K - First Foundation Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

First Foundation Inc. completed its announced merger with FirstSun Capital Bancorp on April 1, 2026, triggering FFWM delisting and control changes.

Key Takeaways

1First Foundation merged into FirstSun on April 1, 2026, with FirstSun surviving.

2FFWM common stock will be delisted from NYSE as a result of the merger.

3Each FFWM common share converts to 0.16083 FirstSun common shares at closing.

4Five former First Foundation directors join FirstSun's 13-member board.

5FirstSun added 20 million authorized non-voting common shares post-merger.

6All FFWM directors and executive officers stepped down at closing.

Current Report Details

Event Type

Asset Acquisition+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

2.01

of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. | Item 9.01 | Financial Statements and Exhibits. | |---|---| (d) Exhibits |

Asset Acquisition

3.01

| Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. | |---|---| As a result of the Merger, First Foundation n

Delisting

3.03

. | Item 5.01 | Changes in Control of Registrant. | |---|---| On April 1, 2026, First Foundation was merged with and into FirstSun pursuant to the Merger Agreem

Securities Modification

5.01

. | Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

Corporate Governance

Executive & Director Changes

All First Foundation directors and executive officers

Director/Executive Officer of First Foundation

Departure

Effective: 2026-04-01

Sam Edelson

FirstSun Board of Directors

Appointed

Effective: 2026-04-01

Henchy Enden

FirstSun Board of Directors

Appointed

Effective: 2026-04-01

Benjamin Mackovak

FirstSun Board of Directors

Appointed

Effective: 2026-04-01

Allen Parker

FirstSun Board of Directors

Appointed

Effective: 2026-04-01

Thomas Shafer

FirstSun Board of Directors

Appointed

Effective: 2026-04-01

Transaction Details

Acquisition / Disposition

Target: First Foundation Inc. and its wholly owned subsidiary First Foundation Bank
Consideration: 0.16083 FirstSun common shares per FFWM common share, cash in lieu of fractional shares, adjusted for preferred/equity awards
Structure: First Foundation merged with and into FirstSun (surviving entity); First Foundation Bank merged into Sunflower Bank, National Association (surviving bank)

•Effective April 1, 2026
•Pursuant to Merger Agreement dated October 27, 2025 as amended
•FirstSun charter amendment approved February 27, 2026 as closing condition

Exhibits (2)

3.3

EXHIBIT 3.3

8-K

FORM 8-K