STOCK TITAN

First Foundation (FFWM) CFO stock converted, RSUs forfeited in merger

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

Rhea-AI Filing Summary

First Foundation Inc. Chief Financial Officer James Britton reported the disposition of his remaining equity in the company in connection with its merger with FirstSun Capital Bancorp. On April 1, 2026, 59,223 shares of common stock and 21,147 restricted stock units were returned to the issuer.

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 for fractional shares. All restricted stock units, including awards covering 22,796 shares and performance-vested RSUs under the 2024 Equity Incentive Plan, were assumed by FirstSun and then forfeited upon Britton’s separation of service. As a result, he no longer beneficially owns any First Foundation common stock.

Positive

  • None.

Negative

  • None.

Insights

CFO’s equity position in First Foundation is fully cleared by the FirstSun merger.

The filing shows James Britton, CFO of First Foundation Inc., disposing of 59,223 common shares and 21,147 restricted stock units as part of the merger with FirstSun Capital Bancorp. These are issuer-directed dispositions tied to a change-of-control event, not open‑market sales.

Each First Foundation share converted into the right to receive 0.16083 FirstSun shares, while restricted stock units, including awards over 22,796 shares and performance‑vested RSUs under the 2024 Equity Incentive Plan, were assumed then forfeited at separation. This leaves Britton with zero beneficial ownership of First Foundation stock; the impact is mainly administrative given the broader merger context.

Insider Britton James
Role Chief Financial Officer
Type Security Shares Price Value
Disposition Restricted Stock Unit 21,147 $0.00 --
Disposition Common Stock 59,223 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 0 shares (Direct)
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 22,796 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. 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.
Common shares disposed 59,223 shares Issuer disposition tied to merger on April 1, 2026
RSUs disposed 21,147 units Restricted Stock Units returned to issuer on April 1, 2026
Additional RSUs referenced 22,796 shares RSUs over 22,796 shares described in footnote as assumed then forfeited
Exchange ratio 0.16083 shares Each First Foundation share converted into right to receive 0.16083 FirstSun shares
Dispose transactions 2 transactions Both coded D as disposition to issuer on April 1, 2026
Post-transaction holdings 0 shares Total First Foundation common stock beneficially owned after transactions
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.
restricted stock units financial
"Includes restricted stock units with respect to 22,796 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.
Exchange Ratio financial
"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.
performance-vested RSUs financial
"Performance-vested RSUs under Issuer's 2024 Equity Incentive Plan"
2024 Equity Incentive Plan financial
"Performance-vested RSUs under Issuer's 2024 Equity Incentive Plan"
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*
Britton James

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
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 Stock04/01/2026D59,223D$0.000(1)(2)D
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
Restricted Stock Unit(3)04/01/2026D21,147 (3) (3)Common Stock21,147$0.000(3)D
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 22,796 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.
3. 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.
/s/ James Britton04/01/2026
** 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 did First Foundation (FFWM) CFO James Britton report in this Form 4?

He reported disposing of his remaining First Foundation equity as part of the merger with FirstSun Capital Bancorp. This included 59,223 common shares and 21,147 restricted stock units, clearing his beneficial ownership in First Foundation common stock after the transaction.

How many First Foundation (FFWM) common shares did the CFO dispose of?

James Britton disposed of 59,223 shares of First Foundation common stock through an issuer disposition tied to the merger. These shares converted into the right to receive FirstSun common stock based on a fixed exchange ratio, rather than being sold in the open market.

What happened to the First Foundation (FFWM) CFO’s restricted stock units in the merger?

He disposed of 21,147 restricted stock units, and footnotes describe additional RSUs, including awards over 22,796 shares and performance‑vested RSUs. These units were assumed by FirstSun and then forfeited upon his separation of service at the merger’s effective time.

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

Each share of First Foundation common stock converted into the right to receive 0.16083 shares of FirstSun common stock. Any fractional share amounts were settled in cash, providing a precise conversion framework for stockholders in the completed merger transaction.

Does the First Foundation (FFWM) CFO still beneficially own company shares after the merger?

No. The footnotes state that, as a result of the merger with FirstSun Capital Bancorp and related equity conversions and forfeitures, James Britton no longer beneficially owns, directly or indirectly, any shares of First Foundation common stock following these transactions.

Were the First Foundation (FFWM) CFO’s RSUs performance-based, and how were they treated?

Some awards were performance‑vested RSUs granted under the 2024 Equity Incentive Plan, subject to employment, performance criteria, and strategic goals. Under the Merger Agreement, they were converted into FirstSun RSUs and then fully forfeited when his service ended at the merger’s effective time.