First Foundation SEC Filings

First Foundation Inc. reported a net loss for the quarter ended September 30, 2025. The company posted a Q3 2025 net loss of $146.3 million as a sharp provision for credit losses of $65.0 million drove negative results despite $46.1 million in net interest income. A tax expense of $87.4 million further widened the loss.

Total assets were $11.91 billion, down from $12.65 billion at year-end. Loans held for investment, net, declined to $7.20 billion from $7.91 billion, while the allowance for credit losses increased to $101.9 million from $32.3 million. Deposits fell to $9.29 billion from $9.87 billion. Cash and cash equivalents rose to $1.73 billion, and securities available-for-sale increased to $1.56 billion.

Shareholders’ equity decreased to $917.9 million from $1.05 billion, with retained earnings moving to a $(22.1) million deficit. For the nine months, net loss was $147.1 million. As of November 5, 2025, 82,884,401 common shares were outstanding.

FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 3,292,344.56 shares of First Foundation Inc (FFWM) common stock, representing 4.0% of the class as of September 30, 2025. Abigail P. Johnson is also listed as a reporting person for the same beneficial amount.

FMR reports sole voting power over 3,290,458.00 shares and sole dispositive power over 3,292,344.56 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not to change or influence control. The filing also notes ownership of 5 percent or less of the class.

First Foundation Inc. (FFWM): Schedule 13D filed by Canyon Capital Advisors LLC and principals Joshua S. Friedman and Mitchell R. Julis. The group reports beneficial ownership of 8,152,392 shares of common stock, representing 9.9% of the class, based on 82,386,071 shares outstanding as of August 4, 2025. The filing shifts from a prior Schedule 13G due to a Support Agreement tied to a pending merger.

On October 27, 2025, Canyon-affiliated accounts entered a Support Agreement with FirstSun Capital Bancorp to vote their shares in favor of the Merger Agreement and related proposals, agree to certain voting commitments, and restrict transfers for a period, with termination upon closing or valid termination of the merger. The reporting persons disclose approximately $34,725,270 paid to acquire the common stock reported. Prior transactions include the July 2024 capital raise (common and preferred purchases, Series C warrants) and subsequent governance and registration rights arrangements, with certain rights to be terminated or amended in connection with the merger.

First Foundation Inc. (FFWM) announced an all‑stock merger with FirstSun Capital Bancorp, under which First Foundation will merge into FirstSun, followed by a bank merger of First Foundation Bank into Sunflower Bank. First Foundation stockholders will receive 0.16083 of a FirstSun common share for each FFWM share at the Effective Time. Upon completion, First Foundation stockholders are expected to own approximately 40.5% of the combined company. The boards of both companies unanimously approved the agreement, which is subject to regulatory and stockholder approvals and other customary closing conditions. The parties anticipate closing in early Q2 2026.

The agreement includes governance and structural terms: a combined 13‑member board (8 FirstSun, 5 First Foundation); a FirstSun charter amendment to increase authorized shares and create a non‑voting common class (available to holders who would otherwise exceed 4.99% and elect non‑voting stock); and support agreements from certain directors/stockholders to vote in favor. Certain FFWM stockholders entered 24‑month lock‑ups with staged releases at 12/18/24 months. Select FFWM warrants will be exercised and terminated for Series C stock plus an $17.5 million aggregate cash payment, with remaining warrants adjusted into FirstSun stock. The agreement provides termination fees of $45.1 million (FirstSun) and $31.4 million (First Foundation) under specified circumstances.

First Foundation Inc. (FFWM) furnished its quarterly results. The company issued an earnings release for the quarter ended September 30, 2025, which is attached as Exhibit 99.1 and incorporated by reference. The company also cancelled its quarterly earnings conference call that had been scheduled for 11:00 a.m. Eastern Time on October 30, 2025.

On October 27, 2025, the company provided a preliminary overview of third‑quarter 2025 results within its Investor Presentation, which is incorporated by reference. The information in this report, including Exhibit 99.1, is being furnished under Regulation FD and, consistent with General Instruction B.2, is not deemed filed for purposes of Section 18 of the Exchange Act.

First Foundation Inc. announced it signed an Agreement and Plan of Merger with FirstSun Capital Bancorp, under which First Foundation will merge into FirstSun, with FirstSun continuing as the surviving entity. After the corporate merger, First Foundation Bank will merge into Sunflower Bank, N.A., which will remain the surviving bank.

The companies target closing in early Q2 2026, subject to regulatory approvals, approval by both companies’ shareholders, and customary closing conditions. FirstSun plans to file a Form S-4 to register the shares it will issue to First Foundation stockholders; a joint proxy statement/prospectus will be provided to shareholders.

An investor presentation was furnished and includes preliminary earnings estimates for First Foundation’s third quarter of 2025. A joint press release and the presentation were filed as Exhibits 99.2 and 99.1, respectively.

First Foundation Inc. (FFWM) announced it has signed an Agreement and Plan of Merger with FirstSun Capital Bancorp, under which First Foundation will merge into FirstSun, with FirstSun as the surviving company. Immediately after the corporate merger, First Foundation Bank will merge into Sunflower Bank, National Association, which will remain the surviving bank.

The companies expect closing in early Q2 2026, subject to regulatory approvals, shareholder approvals for both companies, and customary conditions. An investor presentation (Exhibit 99.1) was furnished, and its page 45 contains preliminary earnings estimates for First Foundation’s third quarter of 2025. FirstSun will file a Form S-4 to register shares to be issued to First Foundation stockholders, including a joint proxy statement/prospectus for the shareholder votes.

First Foundation Inc. (FFWM) Form 4: the company’s Chief Financial Officer reported a transaction on 10/23/2025. The filing shows 7,648 shares of common stock were withheld at $5.45 per share to cover taxes upon the vesting of 31,410 restricted stock units on the same date. Following this transaction, the officer beneficially owned 62,009 shares, held directly.

First Foundation Inc. (FFWM) insider filed a Form 4 reporting a tax-withholding transaction. On 10/23/2025, officer John Hakopian (President, FFA) delivered 12,746 shares of common stock at $5.45 per share under code F to satisfy tax liability related to equity compensation.

The filing notes this occurred in connection with the vesting of 52,349 restricted stock units on the same date. Following the transaction, Hakopian reported 83,309 shares held directly and 620,842 shares held indirectly through a Family Trust.