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0001413837
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2026-02-06
2026-02-06
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
February 6, 2026
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-36461 |
20-8639702 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
5221 North O’Connor
Boulevard, Suite 1375
Irving, Texas 75309
(Address of principal executive offices and zip code)
(469) 638-9639
(Registrant’s telephone number, including
area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Common Stock, $.001 Par Value |
|
FFWM |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR
§ 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company
¨
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 13(a) of the Exchange Act. ¨
As previously disclosed, on
October 27, 2025, First Foundation Inc., a Delaware corporation (“First Foundation”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with FirstSun Capital Bancorp, a Delaware corporation (“FirstSun”), pursuant to
which First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving corporation (the “Merger”).
On February 6, 2026, First
Foundation and FirstSun entered into Amendment No. 1 to the Merger Agreement (the “Amendment”). The Amendment amends Exhibit
E to the Merger Agreement, which sets forth the form of the Certificate of Amendment to FirstSun’s Amended and Restated Certificate
of Incorporation that will create a class of non-voting common stock. As amended:
| · | the
ability of holders of non-voting common stock to elect to convert all or a portion of its
shares of non-voting common stock into common stock to the extent, and only to the extent,
that such conversion would not cause the holder and its affiliates, together with any other
persons whose ownership must be aggregated with such holder under applicable banking regulations,
to own, control, or hold with power to vote more than 4.99% of any class of FirstSun’s
voting securities, as that term is defined in 12 C.F.R. § 225.2(q) or any successor
regulation, has been removed; and |
| · | it
has been replaced with a provision that permits conversion of non-voting common stock into
common stock at the holder’s election (as distinguished from automatic conversion)
only if an action by FirstSun reduces the holder’s percentage ownership of a class
of voting securities, and only to the extent that such conversion does not result in the
holder acquiring a greater percentage of voting securities than it held immediately prior
to such action. |
The Amendment does not modify
any other terms of the Merger Agreement and does not change the merger consideration, the exchange ratio, the voting mechanics, or any
other economic terms of the Merger.
To the extent that the matters
described herein are deemed to require disclosure under Item 1.01 (Entry into a Material Definitive Agreement) of Form 8-K, the information
contained in this Item 8.01 is hereby incorporated by reference into Item 1.01 (Entry into a Material Definitive Agreement).
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. Description
| 2.1 | Amendment to Agreement and Plan of Merger, dated February 5, 2026, by and between FirstSun Capital Bancorp and First Foundation Inc.
(including revised Exhibit E (Form of Certificate of Amendment)).* |
| 104 | Cover Page Interactive Data File (embedded within the Inline
XBRL document). |
* Pursuant to Item 601(a)(5) of Regulation S-K,
certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or
similar attachment to the SEC upon request.
Additional Information About the Merger and Where to Find It
This Current Report on Form 8-K contains statements regarding the proposed
transaction between First Foundation and FirstSun. In connection with the proposed transaction, FirstSun filed a registration statement
on Form S-4 on December 11, 2025, as amended on January 14, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000014/e26019_fsun-s4a.htm),
to register FirstSun’s shares that will be issued to First Foundation’s stockholders in connection with the merger. The registration
statement includes a joint proxy statement of FirstSun and First Foundation and a prospectus of FirstSun, as well as other relevant documents
concerning the proposed transaction. The Registration Statement was declared effective by the SEC on January 15, 2026 and First Foundation
filed a definitive joint proxy statement/prospectus on January 15, 2026 (and which is available at sec.gov/Archives/edgar/data/1413837/000155278126000021/e26028_ffwm-defm14a.htm).
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT/PROSPECTUS AND ANY SUPPLEMENTS THERETO REGARDING THE MERGER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING FIRSTSUN, FIRST FOUNDATION, THE TRANSACTION AND RELATED MATTERS.
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
A free copy of the joint proxy statement/prospectus, as well as other
documents filed by First Foundation or FirstSun may be obtained at the SEC’s Internet site at http://www.sec.gov. Investors and
security holders may also obtain free copies of the documents filed with the SEC by (i) First Foundation on its website at https://investor.ff-inc.com/investor-home/default.aspx
under the Financials tab and then under the SEC Filings option, and (ii) FirstSun on its website at https://ir.firstsuncb.com/overview/default.aspx
under the Financials tab and then under the SEC Filings option.
Participants in the Solicitation
First Foundation, FirstSun and certain of their directors and executive
officers may be deemed participants in the solicitation of proxies from stockholders of First Foundation or FirstSun in connection with
the proposed transaction. Information regarding the directors and executive officers of First Foundation and FirstSun and other persons
who may be deemed participants in the solicitation of the stockholders of First Foundation or FirstSun in connection with the proposed
transaction is included in the joint proxy statement/prospectus, which was filed by First Foundation with the SEC on January 15, 2026
(and which is available at sec.gov/Archives/edgar/data/1413837/000155278126000021/e26028_ffwm-defm14a.htm). Information about the directors
and officers of First Foundation and their ownership of First Foundation common stock can be found in First Foundation’s definitive
proxy statement in connection with its 2025 annual meeting of stockholders, including under the headings “Security Ownership of
Certain Beneficial Owners and Management”, “Election of Directors (Proposal No. 1)”, “Advisory Vote on the Compensation
of the Company’s Named Executive Officers (Proposal No. 4)”, “Compensation Committee Report”, and “Certain
Relationships and Related Party Transactions”, as filed with the SEC on April 17, 2025 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001413837/000110465925036041/tm252563-3_def14a.htm,
and other documents subsequently filed by First Foundation with the SEC, including on Statements of Change in Ownership on Form 4 filed
with the SEC, available at https://www.sec.gov/edgar/browse/?CIK=1709442&owner=exclude. Information about the directors and officers
of FirstSun and their ownership of FirstSun common stock can be found in FirstSun’s definitive proxy statement in connection with
its 2025 annual meeting of stockholders, including under the headings “Director Experience”, “Biographical Information
for Executive Officers”, “Certain Relationships and Related Party Transactions”, “Security Ownership of Certain
Beneficial Owners and Management”, “Executive Compensation”, and “Compensation of Directors for Fiscal Year 2024”,
as filed with the SEC on March 21, 2025 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001709442/000170944225000020/fcb-20250321.htm,
and other documents subsequently filed by FirstSun with the SEC, including on Statements of Change in Ownership on Form 4 filed with the
SEC, available at https://www.sec.gov/edgar/browse/?CIK=1709442&owner=exclude. Additional information regarding the interests of participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are included in
the joint proxy statement/prospectus filed by First Foundation with the SEC on January 15, 2026 (which is available at sec.gov/Archives/edgar/data/1413837/000155278126000021/e26028_ffwm-defm14a.htm).
You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
FIRSTSUN CAPITAL BANCORP |
| |
|
| Dated: February 6, 2026 |
By: |
/s/ Jamie Britton |
| |
|
Jamie Britton |
| |
|
Chief Financial Officer |
