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0001413837
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2026-03-11
2026-03-11
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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):
March 11, 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. ¨
Item
8.01 Other Events.
On
March 12, 2026, First Foundation Inc. (“First Foundation”) and FirstSun Capital Bancorp (“FirstSun”) jointly announced
receipt of regulatory approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to
complete the proposed merger of First Foundation with and into FirstSun. The Federal Reserve approval follows recent approvals from the
Office of the Comptroller of the Currency and the stockholders of both companies. All necessary bank regulatory approvals to complete
the proposed transaction have now been received.
First
Foundation and FirstSun expect to close the merger on April 1, 2026, subject to the satisfaction or waiver of the remaining customary
closing conditions.
The joint press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit
index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K:
Exhibit
Number |
|
Description |
| 99.1 |
|
Joint Press Release dated March 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current
Report on Form 8-K which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited
to, statements regarding the expectations of First Foundation and FirstSun with respect to the expected timing of the closing of the proposed
merger. Words such as “expect,” “will,” “may,” “anticipate,” “intend,” “opportunity,”
“continue,” “should,” “could,” and variations of such words and similar expressions are intended to
identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult
to predict with regard to timing, extent, likelihood, and degree of occurrence, which could cause actual results to differ materially
from anticipated results. Such risks, uncertainties, and assumptions, include, among others, the following: the failure of either party
to satisfy any of the remaining closing conditions on a timely basis or at all; unexpected delays in completing the proposed merger; the
occurrence of any event, change, or other circumstances that could give rise to the right of one or both of the parties to terminate the
merger agreement; the possibility that transaction-related costs, fees, or expenses may be greater than anticipated; the outcome of any
legal proceedings that may be instituted against First Foundation or FirstSun; and changes in general economic, market, or financial conditions
that could adversely affect the proposed transaction.
Additional information concerning
additional factors that could materially affect the forward-looking statements in this Current Report on Form 8-K can be found in the
cautionary language included under the headings “Forward-Looking Statements” and “Risk Factors” in First Foundation’s
Annual Report on Form 10-K for the year ended December 31, 2024 and other documents subsequently filed by First Foundation with the SEC,
including its Quarterly Reports on Form 10-Q. Further, any forward-looking statement speaks only as of the date on which it is made and
we do not intend to and disclaim any obligation to update or revise any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.
Additional Information About the Merger and Where to Find It
This
communication 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 First Foundation and FirstSun 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)
and it was first mailed to First Foundation and FirstSun stockholders on January 16, 2026. First Foundation filed a proxy statement/prospectus
supplement on February 6, 2026 (and which is available at sec.gov/Archives/edgar/data/1413837/000155278126000041/e26048_ffwm-defa14a.htm)
and it was first mailed to First Foundation and FirstSun stockholders on February 9, 2026.
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 https://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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FIRST FOUNDATION INC. |
| |
|
|
| Date: March 12, 2026 |
By: |
/s/ Jamie Britton |
| |
Name: |
Jamie Britton |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
FirstSun Capital Bancorp and First Foundation
Inc. Announce Receipt of All Bank Regulatory Approvals to Complete Proposed Merger
DENVER, CO and IRVING, TX, March 12, 2026—(BUSINESS WIRE) FirstSun
Capital Bancorp (“FirstSun”) (NASDAQ: FSUN) and First Foundation Inc. (“First Foundation”) (NYSE: FFWM) today
jointly announced the receipt of regulatory approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”)
to complete the proposed merger of First Foundation with and into FirstSun. The Federal Reserve approval follows recent approvals from
the Office of the Comptroller of the Currency and the stockholders of both companies. All necessary bank regulatory approvals to complete
the proposed transaction have now been received.
FirstSun and First Foundation expect to close the merger on April 1,
2026, subject to the satisfaction or waiver of the remaining customary closing conditions.
About FirstSun Capital Bancorp
FirstSun Capital Bancorp (NASDAQ: FSUN), headquartered in Denver, Colorado,
is the financial holding company for Sunflower Bank, N.A., which operates as Sunflower Bank and First National 1870. Sunflower Bank provides
a full range of relationship-focused services to meet personal, business and wealth management financial objectives, with depository branches
in seven states and mortgage capabilities in 44 states. FirstSun had total consolidated assets of $8.5 billion as of December 31, 2025.
First National 1870 is a division of Sunflower Bank, N.A. To learn
more, visit ir.firstsuncb.com or SunflowerBank.com.
About First Foundation Inc.
First Foundation Inc. (NYSE: FFWM) and its subsidiaries offer personal
banking, business banking, and private wealth management services, including investment, trust, insurance, and philanthropy services and
has offices in California, Nevada, Florida, Texas, and Hawaii. This comprehensive platform of financial services is designed to help clients
at any stage in their financial journey. The broad range of financial products and services offered by First Foundation are more consistent
with those offered by larger financial institutions, while its high level of personalized service, accessibility, and responsiveness to
clients is more aligned with community banks and boutique wealth management firms. This combination of an integrated platform of comprehensive
financial products and personalized service differentiates First Foundation from many of its competitors and has contributed to the growth
of its client base and business.
Learn more at firstfoundationinc.com or connect with First Foundation
on LinkedIn and X.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release which are not historical in nature
are intended to be, and are hereby identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the expectations of FirstSun
and First Foundation with respect to the expected timing of the closing of the proposed merger. Words such as “expect,” “will,”
“may,” “anticipate,” “intend,” “opportunity,” “continue,” “should,”
“could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking
statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood,
and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties, and
assumptions, include, among others, the following: the failure of either party to satisfy any of the remaining closing conditions on a
timely basis or at all; unexpected delays in completing the proposed merger; the occurrence of any event, change, or other circumstances
that could give rise to the right of one or both of the parties to terminate the merger agreement; the possibility that transaction-related
costs, fees, or expenses may be greater than anticipated; the outcome of any legal proceedings that may be instituted against FirstSun
or First Foundation; and changes in general economic, market, or financial conditions that could adversely affect the proposed transaction.
Further information regarding additional factors that could affect
the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking
Statements” (in the case of FirstSun), “Forward-Looking Statements” (in the case of First Foundation), and “Risk
Factors” in FirstSun’s Annual Reports on Form 10-K for the year ended December 31, 2025 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001709442/000170944226000017/fcb-20251231.htm)
and First Foundation’s Annual Reports on Form 10-K for the year ended December 31, 2024 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001413837/000155837025003129/ffwm-20241231x10k.htm),
and other documents subsequently filed by FirstSun and First Foundation with the Securities and Exchange Commission (the “SEC”).
FirstSun and First Foundation disclaim any obligation to update or revise any forward-looking statements contained in this communication,
which speak only as of the date hereof, whether as a result of new information, future events, or otherwise, except as required by law.
Additional Information About the Merger and Where to Find It
This
communication contains statements regarding the proposed transaction between FirstSun and First Foundation. 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 FirstSun filed a definitive joint proxy
statement/prospectus on January 15, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000019/e26025_fsun-424b3.htm)
and it was first mailed to FirstSun and First Foundation stockholders on January 16, 2026. FirstSun filed a proxy statement/prospectus
supplement on February 6, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000040/e26047_fsun-424b3.htm)
and it was first mailed to FirstSun and First Foundation stockholders on February 9, 2026.
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 FirstSun or First Foundation may be obtained at
the SEC’s Internet site at https://www.sec.gov. Investors and security holders may also obtain free copies of the
documents filed with the SEC by (i) FirstSun on its website at https://ir.firstsuncb.com/overview/default.aspx under the Financials
tab and then under the SEC Filings option, and (ii) 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.
Contacts
FirstSun
Capital Bancorp
Ed Jacques
Director of Investor Relations & Business Development
Investor.Relations@firstsuncb.com
First
Foundation Inc.
Jamie Britton
Chief Financial Officer
jbritton@ff-inc.com
