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First Foundation (FFWM) director gives up all shares in FirstSun merger

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

First Foundation Inc. director Mitchell M. Rosenberg disposed of all his shares of the company’s common stock in connection with its merger with FirstSun Capital Bancorp. On April 1, 2026, 21,961 directly held shares and 66,050 shares held indirectly through a trust were surrendered to the issuer pursuant to the merger terms. Each First Foundation share was converted into the right to receive 0.16083 shares of FirstSun common stock, with cash in lieu of fractional shares. Footnotes state that, as a result of the merger, Rosenberg no longer beneficially owns any First Foundation common stock. In addition, restricted stock units for 13,308 shares were assumed by FirstSun and converted using the same exchange ratio, then forfeited upon his separation of service at the merger’s effective time.

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Insider ROSENBERG MITCHELL M.
Role Director
Type Security Shares Price Value
Disposition Common Stock 21,961 $0.00 --
Disposition Common Stock 66,050 $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.
Direct shares disposed 21,961 shares Disposition to issuer on April 1, 2026
Indirect shares disposed (trust) 66,050 shares Disposition to issuer on April 1, 2026 via trust
Exchange ratio 0.16083 FirstSun shares per FFWM share Merger consideration under Agreement and Plan of Merger
Restricted stock units affected 13,308 RSUs Assumed by FirstSun, then forfeited at separation of service
Shares held after transaction 0 shares Total First Foundation common stock beneficially owned post-merger
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
"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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
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*
ROSENBERG MITCHELL M.
(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 Stock04/01/2026D66,050D$0.000(1)ITrust
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 Mitchell M. Rosenberg04/01/2026
** 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 did First Foundation (FFWM) director Mitchell Rosenberg report in this Form 4?

He reported disposing of all his First Foundation common stock. The shares were surrendered to the issuer in connection with its merger into FirstSun Capital Bancorp, leaving him with no remaining beneficial ownership of First Foundation shares.

How many First Foundation (FFWM) shares did Mitchell Rosenberg dispose of?

He disposed of 21,961 shares held directly and 66,050 shares held indirectly through a trust. Both blocks were transferred back to the issuer as part of the merger transaction with FirstSun Capital Bancorp.

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 shares of FirstSun common stock. Cash was paid instead of fractional FirstSun shares, according to the merger agreement’s terms.

Does Mitchell Rosenberg still own any First Foundation (FFWM) common stock after the merger?

No. The filing explicitly states that, following the merger with FirstSun, he no longer beneficially owns, directly or indirectly, any shares of First Foundation common stock, reflecting a full exit from this position.

What happened to Mitchell Rosenberg’s restricted stock units in First Foundation (FFWM)?

Restricted stock units covering 13,308 First Foundation shares were assumed by FirstSun and converted using the 0.16083 exchange ratio. Upon his separation of service at the merger’s effective time, all of those restricted stock units were forfeited.

Were these First Foundation (FFWM) transactions open-market sales of stock?

No. The transactions are coded as dispositions to the issuer in a merger. Shares were converted or surrendered under the merger agreement with FirstSun, rather than being sold in open-market trading.