First Foundation Inc. SEC Filings

First Foundation Inc. President and director Simone Lagomarsino disposed of all remaining equity interests in the company in connection with its merger into FirstSun Capital Bancorp. Each share of First Foundation common stock converted into the right to receive 0.16083 shares of FirstSun common stock.

The filing shows dispositions of 14,098 restricted stock units, 50,002 shares of common stock held directly, and 121,951 shares held indirectly through a trust. Restricted stock units tied to 46,316 underlying shares, including performance-vested awards, were assumed by FirstSun and then forfeited upon her separation of service at the merger effective time, leaving no remaining beneficial ownership in First Foundation stock.

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.

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.

First Foundation Inc. director Jacob Sonenshine reported disposing of all his shares of the company’s common stock in connection with its merger with FirstSun Capital Bancorp. The filing shows an issuer disposition of 23,863 directly held shares and 94,882 indirectly held shares through a family trust.

Under the Merger Agreement, each First Foundation share converted into the right to receive 0.16083 shares of FirstSun common stock, with cash in lieu of fractional shares. Restricted stock units covering 15,210 First Foundation shares were converted into FirstSun restricted stock units and then forfeited upon his separation of service. After these transactions, Sonenshine no longer beneficially owns any First Foundation common stock.

First Foundation Inc. files a post-effective amendment to deregister 70,258,815 shares of common stock that remained unsold under its prior Form S-3 registration. On April 1, 2026, the company completed a merger with FirstSun Capital Bancorp, and FirstSun, as successor, terminated the prior offering and removed the registered but unsold securities from registration.

First Foundation Inc. completed its previously announced merger with FirstSun Capital Bancorp, with FirstSun as the surviving corporation and Sunflower Bank as the surviving bank subsidiary. Each First Foundation common share became entitled to receive 0.16083 of a FirstSun common share, with cash for fractional shares.

First Foundation preferred and equity-equivalent securities, including Series A and Series C stock, RSUs and performance-based RSUs, were converted into FirstSun equity using the same 0.16083 exchange ratio, with performance awards becoming service-based only. First Foundation Series C warrants were exercised on a cashless basis and terminated, and warrant holders received Series C stock plus about $17.5 million in cash.

As a result of the merger, First Foundation common stock will be delisted from the NYSE and deregistered, and FirstSun plans to terminate First Foundation’s SEC reporting obligations via Form 15. FirstSun’s charter was amended to increase authorized common shares to 80,000,000 and authorize 20,000,000 shares of new non-voting common stock, allowing eligible former First Foundation holders to elect non-voting shares for ownership above a 4.99% voting threshold. FirstSun’s board was expanded to 13 members, adding five former First Foundation directors.

New York Stock Exchange LLCFirst Foundation Inc.

The notice states the Exchange and the Issuer have complied with the procedures in 17 CFR 240.12d2-2 governing voluntary withdrawal and delisting; timing and reasons are not provided in the excerpt.

First Foundation Inc. filed an amended annual report updating its 2025 governance and executive compensation disclosures without changing prior financial statements. The amendment refreshes director and executive officer biographies, committee memberships, board leadership structure, and NYSE-driven governance policies such as codes of conduct and related-party controls.

It details a 2023 clawback policy for erroneously awarded incentive pay, insider-trading and anti-hedging restrictions, and stock ownership guidelines for directors and executives. The filing outlines compensation philosophy, peer benchmarking, pay-versus-performance data, and specific 2025 pay levels and potential severance and change-in-control benefits for named executive officers.

First Foundation Inc. updated executive contracts and confirmed progress on its planned merger with FirstSun Capital Bancorp. The company extended President and Chief Risk Officer Simone Lagomarsino’s employment term to December 31, 2027 without other material changes.

The company also entered into a new Employment Agreement with CFO James Britton, maintaining his annual base salary at $390,000, with potential discretionary bonuses and standard executive benefits. If his employment is terminated without cause or he resigns for good reason, he will receive a lump-sum severance up to 12 months of base salary, or less if the remaining contract term is shorter. In the event of his death, his beneficiaries would receive an amount equal to 100% of his base annual salary.

The company noted that all required stockholder and bank regulatory approvals for its proposed merger with FirstSun have been obtained, following Federal Reserve approval on March 12, 2026, and it expects the merger to close on April 1, 2026.