First Foundation Inc. SEC Filings

First Foundation Inc. filed a current report describing an amendment to its merger agreement with FirstSun Capital Bancorp. The amendment revises the form of a certificate of amendment to FirstSun’s charter that will create a class of non-voting common stock.

The companies state that this change does not alter any other terms of the merger. It leaves the merger consideration, exchange ratio, voting mechanics, and other economic terms unchanged. The report also reminds investors that a joint proxy statement/prospectus on the planned merger is effective and available through the SEC and company websites.

First Foundation Inc. filed an 8-K describing Amendment No. 1 to its Agreement and Plan of Merger with FirstSun Capital Bancorp. The amendment revises Exhibit E, which is the form of Certificate of Amendment to FirstSun’s charter that will create a class of non-voting common stock. The amendment does not change the merger consideration, the exchange ratio, voting mechanics, or any other economic terms of the planned merger, so the overall structure and value of the transaction remain as previously disclosed.

The Vanguard Group filed a Schedule 13G reporting a passive ownership stake in First Foundation Inc.. As of 12/31/2025, Vanguard beneficially owned 4,350,501 shares of First Foundation common stock, representing 5.24% of the outstanding class.

Vanguard reports no sole voting or dispositive power, with 549,563 shares subject to shared voting power and all 4,350,501 shares subject to shared dispositive power. Vanguard states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of First Foundation.

First Foundation Inc. filed a current report to furnish its latest earnings release. The company issued an earnings announcement covering its consolidated financial results for the quarter and year ended December 31, 2025, dated January 29, 2026. The earnings release is attached as Exhibit 99.1 and is furnished, not filed, under securities law rules.

FirstSun Capital Bancorp used its fourth-quarter 2025 earnings call to reiterate confidence in its pending merger with First Foundation Inc. Management said integration planning and balance sheet optimization are progressing well and that expected cost-saving synergies already factor in infrastructure needs for the combined company.

They highlighted plans to expand the commercial and industrial sales force in Texas and Southern California, using First Foundation’s newer markets, and to apply FirstSun’s retail strategy in Southern California branches. Management emphasized liquidity and funding repricing as part of balance sheet repositioning, aiming to lower higher-cost term funding over several quarters after closing.

They see opportunities to deepen deposit and treasury management relationships, particularly with multifamily investors who hold significant cash, and stated that recent interest rate cuts have not changed their financial expectations for the transaction. Pro forma merger guidance remains unchanged, although they remain “extremely excited” about post-closing prospects.

FirstSun Capital Bancorp filed a communication about its proposed merger with First Foundation Inc., highlighting that management is encouraged by progress on operational integration planning and balance sheet optimization with the First Foundation team. The text primarily provides a detailed cautionary note on forward-looking statements, listing numerous economic, interest rate, liquidity, regulatory and integration risks that could cause actual results and merger outcomes to differ from expectations, including the possibility the merger may not close or may not achieve anticipated cost savings and synergies. It also notes that FirstSun’s Form S-4 registration statement for shares to be issued in the merger has been declared effective, and that a joint proxy statement/prospectus has been mailed to stockholders, directing investors to SEC and company websites for free access to these documents.

FirstSun Capital Bancorp and First Foundation Inc. plan a stock-for-stock bank merger. First Foundation will merge into FirstSun, followed by a merger of First Foundation Bank into Sunflower Bank, creating a combined institution with approximately $17 billion in assets and a balance sheet repositioning focused on selling or running off select loans and reducing higher-cost funding.

Each share of First Foundation common stock will convert into 0.16083 share of FirstSun common stock, with cash paid for fractional shares. Based on FirstSun’s share price, the implied value of the merger consideration per First Foundation share was $6.46 on October 27, 2025 and $6.26 on January 9, 2026. Approximately 18,960,810 FirstSun shares are expected to be issued, leaving legacy FirstSun holders with about 59.5% and legacy First Foundation holders with about 40.5% of the combined company.

First Foundation preferred stock converts into FirstSun common stock using the same exchange ratio, and warrants are cashlessly exercised and terminated with an aggregate cash payment of about $17.5 million to warrant holders. The merger is intended to qualify as a tax-free “reorganization” for most First Foundation stockholders, subject to detailed tax rules. Both boards unanimously support the deal, which requires stockholder and regulatory approvals, with special meetings scheduled for February 27, 2026.

First Foundation Inc. (FFWM) reported an initial insider ownership filing on Form 3 for Parham Medhat, who serves as EVP, Chief Operations Officer. The filing states that no securities are beneficially owned by the reporting person as of the event date.

The event requiring the statement occurred on 10/20/2025. The submission includes Exhibit 24 (Power of Attorney) and indicates the form was filed by one reporting person.

First Foundation Inc. reported a net loss for the quarter ended September 30, 2025. The company posted a Q3 2025 net loss of $146.3 million as a sharp provision for credit losses of $65.0 million drove negative results despite $46.1 million in net interest income. A tax expense of $87.4 million further widened the loss.

Total assets were $11.91 billion, down from $12.65 billion at year-end. Loans held for investment, net, declined to $7.20 billion from $7.91 billion, while the allowance for credit losses increased to $101.9 million from $32.3 million. Deposits fell to $9.29 billion from $9.87 billion. Cash and cash equivalents rose to $1.73 billion, and securities available-for-sale increased to $1.56 billion.

Shareholders’ equity decreased to $917.9 million from $1.05 billion, with retained earnings moving to a $(22.1) million deficit. For the nine months, net loss was $147.1 million. As of November 5, 2025, 82,884,401 common shares were outstanding.