First Foundation (FFWM) CEO equity converted into FirstSun shares after merger

Rhea-AI Filing Summary

First Foundation Inc. director and Chief Executive Officer Thomas C. Shafer disposed of 500,000 shares of common stock in connection with the closing of a merger with FirstSun Capital Bancorp. 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.

The filing notes that, as a result of the merger, Shafer no longer beneficially owns any First Foundation common stock. In addition, restricted stock units covering 500,000 First Foundation shares were assumed by FirstSun and converted into FirstSun restricted stock units using the same exchange ratio.

Insights

Equity compensation and M&A specialist

CEO’s First Foundation equity is converted into FirstSun equity through the merger.

This Form 4 shows Thomas C. Shafer, First Foundation’s CEO and director, disposing of 500,000 First Foundation common shares in a D-code transaction classified as a disposition to the issuer. The disposition occurs due to the merger with FirstSun Capital Bancorp, not an open-market sale.

Each First Foundation share converted into the right to receive 0.16083 FirstSun shares, and 500,000 underlying restricted stock units were similarly assumed and converted. Shafer’s reported First Foundation ownership falls to zero, while his economic interest continues in the form of FirstSun common stock and FirstSun RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SHAFER THOMAS C

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	500,000	$0.00	--

Holdings After Transaction: 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 500,000 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: 500,000 shares Exchange ratio: 0.16083 shares RSUs converted: 500,000 RSUs +1 more

4 metrics

Shares disposed 500,000 shares Common stock disposed in merger-related transaction

Exchange ratio 0.16083 shares FirstSun shares per First Foundation share in merger

RSUs converted 500,000 RSUs First Foundation RSUs assumed and converted by FirstSun

Post-transaction FFWM shares 0 shares Total First Foundation shares beneficially owned after merger

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

"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 500,000 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

SHAFER THOMAS C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		D		500,000	D	$0.00	0(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 500,000 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.

	/s/ Bruno Carrijo, attorney in fact for Thomas C. Shafer	04/01/2026
	** Signature of Reporting Person	Date
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) CEO Thomas C. Shafer report in this Form 4?

Thomas C. Shafer reported disposing of 500,000 shares of First Foundation common stock. The shares were converted into FirstSun Capital Bancorp stock under a merger agreement, so this reflects a corporate transaction rather than an open-market sale by the CEO.

How were First Foundation (FFWM) shares treated in the FirstSun merger?

Each First Foundation common share converted into the right to receive 0.16083 shares of FirstSun common stock. Holders also received cash in lieu of any fractional FirstSun shares, according to the merger agreement’s specified exchange ratio terms.

Does Thomas C. Shafer still own First Foundation (FFWM) stock after the merger?

According to the filing, Thomas C. Shafer no longer beneficially owns any First Foundation common stock. His prior holdings were converted into FirstSun Capital Bancorp equity as part of the merger, eliminating his direct and indirect ownership in First Foundation shares.

What happened to Thomas C. Shafer’s restricted stock units in First Foundation (FFWM)?

The filing states that 500,000 First Foundation restricted stock units were assumed by FirstSun. These awards were converted into restricted stock units over FirstSun common stock, based on multiplying the original unit count by the 0.16083 exchange ratio.

Was the Form 4 transaction for First Foundation (FFWM) an open-market sale?

No. The Form 4 uses transaction code D, meaning a disposition to the issuer. The shares were disposed of pursuant to the merger with FirstSun Capital Bancorp, reflecting a structural conversion rather than a voluntary open-market sale by the CEO.

What does the 0.16083 exchange ratio mean for First Foundation (FFWM) shareholders?

The 0.16083 exchange ratio means each First Foundation share became the right to receive 0.16083 FirstSun shares. This ratio applies to both common shares and the shares underlying restricted stock units, determining how much FirstSun equity each legacy position converted into.