FFWM president exits stake after FirstSun merger
First Foundation Inc. President and director Simone Lagomarsino disposed of all remaining equity interests in the company in connection with its merger into FirstSun Capital Bancorp.
Rhea-AI Filing Summary
First Foundation Inc. President and director Simone Lagomarsino disposed of all remaining equity interests in the company in connection with its merger into FirstSun Capital Bancorp. Each share of First Foundation common stock converted into the right to receive 0.16083 shares of FirstSun common stock.
The filing shows dispositions of 14,098 restricted stock units, 50,002 shares of common stock held directly, and 121,951 shares held indirectly through a trust. Restricted stock units tied to 46,316 underlying shares, including performance-vested awards, were assumed by FirstSun and then forfeited upon her separation of service at the merger effective time, leaving no remaining beneficial ownership in First Foundation stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 186,051 shares
Disposition
3 txns
Insider
LAGOMARSINO SIMONE
Role
President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 14,098 | $0.00 | $0.00 |
| Disposition | Common Stock | 50,002 | $0.00 | $0.00 |
| Disposition | Common Stock | 121,951 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, Trust)
Footnotes (3)
- F1. Disposed of pursuant to the Agreement and Plan of Merger, dated October 27, 2025 (the "Merger Agreement"), by and between the Issuer and FirstSun Capital Bancorp ("FirstSun"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each share of Issuer common stock converted into the right to receive 0.16083 shares of FirstSun common stock (the "Exchange Ratio"), with cash paid in lieu of fractional shares. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
- F2. Includes restricted stock units with respect to 46,316 shares of the Issuer's common stock. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units were assumed by FirstSun and converted into restricted stock units with respect to a number of shares of FirstSun common stock equal to the number of issuer shares underlying the restricted stock unit multiplied by the Exchange Ratio. Upon the reporting person's separation of service at the effective time of the merger, all restricted stock units were forfeited.
- F3. Performance-vested RSUs under Issuer's 2024 Equity Incentive Plan, in each case subject to continuous employment and subject to the achievement of certain performance criteria and strategic goals. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units were assumed by FirstSun and converted into restricted stock units with respect to a number of shares of FirstSun common stock equal to the number of issuer shares underlying the restricted stock unit multiplied by the Exchange Ratio. Upon the reporting person's separation of service at the effective time of the merger, all such restricted stock units were forfeited.
Key Figures
Direct common shares disposed: 50,002 shares
Indirect common shares disposed via trust: 121,951 shares
Restricted stock units disposed: 14,098 RSUs
+3 more
6 metrics
Direct common shares disposed
50,002 shares
Issuer disposition on 2026-04-01
Indirect common shares disposed via trust
121,951 shares
Issuer disposition on 2026-04-01 classified as Trust
Restricted stock units disposed
14,098 RSUs
Issuer disposition linked to merger effective time
RSUs referenced in footnote
46,316 RSUs
Restricted stock units originally tied to FFWM common shares
Merger exchange ratio
0.16083 shares
FirstSun common stock per 1 share of First Foundation common
Post-transaction FFWM holdings
0 shares
Total shares following each reported disposition
Key Terms
Agreement and Plan of Merger, Exchange Ratio, restricted stock units, performance-vested RSUs, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Disposed of pursuant to the Agreement and Plan of Merger, dated October 27, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Exchange Ratio financial
"converted into the right to receive 0.16083 shares of FirstSun common stock (the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
restricted stock units financial
"Includes restricted stock units with respect to 46,316 shares of the Issuer's common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-vested RSUs financial
"Performance-vested RSUs under Issuer's 2024 Equity Incentive Plan, in each case subject to continuous employment"
separation of service regulatory
"Upon the reporting person's separation of service at the effective time of the merger, all restricted stock units were forfeited."
beneficially owns financial
"As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock."
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did FFWM President Simone Lagomarsino report?
Simone Lagomarsino reported disposing of all her First Foundation equity interests. The Form 4 shows issuer dispositions of common stock and restricted stock units tied to the closing of the merger with FirstSun Capital Bancorp, leaving her with no remaining FFWM beneficial ownership.
What happened to Simone Lagomarsino’s FFWM restricted stock units?
She disposed of 14,098 restricted stock units, and footnotes state these included units referencing 46,316 underlying shares. Under the merger with FirstSun, those units were converted into FirstSun RSUs and then forfeited upon her separation of service at the effective time.
What exchange ratio applied in the First Foundation–FirstSun merger?
Each share of First Foundation common stock converted into the right to receive 0.16083 shares of FirstSun common stock. Cash was paid instead of issuing fractional shares, as described in the merger agreement referenced in the Form 4 footnotes for this disposition event.
AI-generated analysis. How Rhea-AI works. Not financial advice.
