Merger shifts First Foundation (FFWM) director Edelson’s 13,308 shares to FirstSun
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
First Foundation Inc. director Sam Edelson disposed of 13,308 shares of common stock in connection with the company’s merger with FirstSun Capital Bancorp. The shares, including restricted stock units, were converted at an exchange ratio of 0.16083 FirstSun common shares for each First Foundation share, with cash paid for any fractional shares. After this merger-related disposition to the issuer, Edelson no longer beneficially owns any First Foundation common stock, and his restricted stock units were assumed by FirstSun and converted into FirstSun restricted stock units using the same exchange ratio.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Edelson Sam
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 13,308 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (1)
- 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. Includes restricted stock units with respect to 13,308 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.
Key Figures
Shares disposed: 13,308 shares
Exchange ratio: 0.16083 shares
Post-transaction FFWM holdings: 0 shares
3 metrics
Shares disposed
13,308 shares
Common stock, disposition to issuer in merger
Exchange ratio
0.16083 shares
FirstSun common stock per First Foundation share
Post-transaction FFWM holdings
0 shares
Total shares following transaction
Key Terms
Agreement and Plan of Merger, Exchange Ratio, restricted stock units, beneficially owns
4 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
"each share of Issuer common stock 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 13,308 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.
beneficially owns regulatory
"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
What did First Foundation (FFWM) director Sam Edelson report on this Form 4?
Sam Edelson reported a disposition of 13,308 shares of First Foundation common stock to the issuer. The transaction occurred as part of the merger with FirstSun Capital Bancorp, so it was not an open-market trade but a merger-driven conversion of his equity position.
Does Sam Edelson still own any First Foundation (FFWM) stock after this Form 4?
No, following the merger-related disposition, Edelson no longer beneficially owns any First Foundation common stock. His equity exposure shifted to FirstSun Capital Bancorp through converted common shares and restricted stock units based on the agreed exchange ratio in the merger agreement.
What happened to Sam Edelson’s restricted stock units in First Foundation’s merger?
Restricted stock units covering 13,308 First Foundation shares were assumed by FirstSun at the merger’s effective time. They converted into restricted stock units over FirstSun common shares equal to the underlying First Foundation shares multiplied by the 0.16083 exchange ratio.