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Director in First Foundation (NASDAQ: FFWM) disposes shares in merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

First Foundation Inc. director Max Briggs reported disposing of all his beneficial ownership of the company’s common stock in connection with its merger with FirstSun Capital Bancorp. The Form 4 shows issuer dispositions of 39,004 directly held shares, plus 46,072 shares held through a family trust and 6,000 shares held by a spouse.

Under the Merger Agreement, each share of First Foundation common stock converted into the right to receive 0.16083 shares of FirstSun common stock, with cash paid instead of fractional shares. The footnotes state that, as a result of the merger, Briggs no longer beneficially owns any First Foundation common stock. Restricted stock units covering 15,210 shares were assumed by FirstSun and then forfeited upon his separation of service at the merger’s effective time.

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Insider BRIGGS MAX
Role Director
Type Security Shares Price Value
Disposition Common Stock 39,004 $0.00 --
Disposition Common Stock 46,072 $0.00 --
Disposition Common Stock 6,000 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, Family Trust)
Footnotes (1)
  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 15,210 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.
Direct shares disposed 39,004 shares Common Stock, disposition to issuer on 2026-04-01
Family trust shares disposed 46,072 shares Common Stock held indirectly via Family Trust, disposition to issuer
Spouse-held shares disposed 6,000 shares Common Stock held indirectly via spouse, disposition to issuer
Exchange ratio 0.16083 shares FirstSun common stock per First Foundation share in merger
Restricted stock units 15,210 shares RSUs converted under Merger Agreement then forfeited at separation
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 15,210 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
"As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares"
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.
Family Trust financial
"transaction marked as indirect ownership with nature of ownership "Family Trust""
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BRIGGS MAX

(Last)(First)(Middle)
5221 NORTH O'CONNOR BOULEVARD
STE 1375

(Street)
IRVING TEXAS 75039

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
First Foundation Inc. [ FFWM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026D39,004D$0.000(1)(2)D
Common Stock04/01/2026D46,072D$0.000(1)IFamily Trust
Common Stock04/01/2026D6,000D$0.000(1)ISpouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
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.
2. Includes restricted stock units with respect to 15,210 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.
/s/ Bruno Carrijo, attorney in fact for Max Briggs04/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Max Briggs report at First Foundation (FFWM)?

Max Briggs reported issuer dispositions of First Foundation common stock, covering directly held shares, family trust holdings, and spouse-held shares. These transactions occurred in connection with the closing of the merger with FirstSun Capital Bancorp.

How many First Foundation (FFWM) shares did Max Briggs dispose of in each account?

The filing lists dispositions of 39,004 directly held shares, 46,072 shares held through a family trust, and 6,000 shares held by a spouse. All are coded as issuer dispositions related to the merger with FirstSun Capital Bancorp.

What were First Foundation (FFWM) shareholders entitled to receive in the 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 fractional shares. These terms applied at the effective time of the merger under the Merger Agreement.

Does Max Briggs still own any First Foundation (FFWM) common stock after the merger?

According to the footnotes, after the merger with FirstSun Capital Bancorp, Max Briggs no longer beneficially owns any First Foundation common stock. This includes both his direct holdings and indirect holdings through a family trust and spouse.

What happened to Max Briggs’s restricted stock units in First Foundation (FFWM)?

The filing notes restricted stock units covering 15,210 First Foundation shares. They were assumed by FirstSun and converted based on the exchange ratio, then were forfeited upon Briggs’s separation of service at the merger’s effective time.

Were Max Briggs’s Form 4 transactions open-market sales of FFWM stock?

No, the transactions are coded as dispositions to the issuer, not open-market sales. They reflect the automatic conversion and cleanup of holdings under the merger between First Foundation and FirstSun Capital Bancorp.
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