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Director of First Foundation (NASDAQ: FFWM) disposes all shares in FirstSun merger deal

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

Rhea-AI Filing Summary

First Foundation Inc. director Elizabeth A. Pagliarini disposed of all her First Foundation common shares in connection with the company’s merger with FirstSun Capital Bancorp. The Form 4 reports issuer dispositions totaling 52,060 shares of common stock held directly, through a trust, and by her spouse.

Under the Agreement and Plan of Merger, each First Foundation share converted into the right to receive 0.16083 shares of FirstSun common stock, with cash paid instead of fractional shares. Following this merger, Pagliarini no longer beneficially owns any First Foundation common stock. Restricted stock units covering 13,308 First Foundation shares were assumed by FirstSun and then forfeited upon her separation of service at the merger’s effective time.

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Insider PAGLIARINI ELIZABETH A.
Role Director
Type Security Shares Price Value
Disposition Common Stock 21,961 $0.00 --
Disposition Common Stock 22,956 $0.00 --
Disposition Common Stock 7,143 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, 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 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. Upon the reporting person's separation of service at the effective time of the merger, all restricted stock units were forfeited.
Total shares disposed 52,060 shares Common stock returned to issuer in merger-related disposition
Directly held shares disposed 21,961 shares Direct ownership position in First Foundation common stock
Trust-held shares disposed 22,956 shares Indirect ownership via trust returned to issuer
Spouse-held shares disposed 7,143 shares Indirect spousal holdings returned to issuer
Exchange ratio 0.16083 shares FirstSun common stock per First Foundation share in merger
Restricted stock units 13,308 shares First Foundation RSUs converted to FirstSun RSUs then forfeited
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.
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"
Form 4 Insider Transactions: What Each Field Means →
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*
PAGLIARINI ELIZABETH A.
(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 Stock04/01/2026D21,961D$0.000(1)(2)D
Common Stock04/01/2026D22,956D$0.000(1)ITrust
Common Stock04/01/2026D7,143D$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 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. 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 Elizabeth A. Pagliarini04/01/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did First Foundation Inc. (FFWM) disclose for Elizabeth Pagliarini?

The filing shows Elizabeth A. Pagliarini disposed of all 52,060 First Foundation common shares. These shares were returned to the issuer in connection with the merger into FirstSun Capital Bancorp, leaving her with no remaining beneficial ownership of First Foundation stock.

How is the First Foundation (FFWM) and FirstSun Capital Bancorp merger reflected in this Form 4?

The Form 4 records that each First Foundation share converted into the right to receive 0.16083 FirstSun shares. Pagliarini’s holdings were disposed of to the issuer as part of the merger process, ending her beneficial ownership in First Foundation common stock.

What exchange ratio applied to First Foundation (FFWM) shares in the FirstSun merger?

Each First Foundation common share converted into the right to receive 0.16083 FirstSun Capital Bancorp shares. Cash was paid instead of any fractional shares. This exchange ratio determined how many FirstSun shares former First Foundation shareholders were entitled to receive in the merger.

How many First Foundation (FFWM) shares did Elizabeth Pagliarini dispose of in total?

She disposed of a total of 52,060 First Foundation common shares. This included 21,961 shares held directly, 22,956 shares held through a trust, and 7,143 shares held by her spouse, all returned to the issuer under the merger terms.

What happened to Elizabeth Pagliarini’s restricted stock units in First Foundation (FFWM)?

Her equity included restricted stock units for 13,308 First Foundation shares. At the merger’s effective time, these units were converted into FirstSun restricted stock units using the 0.16083 exchange ratio and then forfeited when she separated from service at closing.

Does Elizabeth Pagliarini still own any First Foundation Inc. (FFWM) stock after the merger?

No. The filing states that, as a result of the merger into FirstSun Capital Bancorp, she no longer beneficially owns any First Foundation common stock. All directly and indirectly held shares were disposed of to the issuer in the transaction.