UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 2025
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-36461 |
20-8639702 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
5221 North O’Connor
Boulevard, Suite 1375
Irving, Texas 75039
(Address of principal
executive offices)
(469) 638-9636
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
FFWM |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)
Emerging Growth Company
¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 |
Regulation FD Disclosure. |
An investor presentation related to the
transaction described in Item 8.01 is furnished as 99.1 to this Current Report on Form 8-K and incorporated by reference herein (the
“Investor Presentation”). Page 45 of the Investor Presentation also contains preliminary earnings estimates for the
third quarter of 2025 for First Foundation Inc.
The information contained in Item 7.01 shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement
or other documents pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other
document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On October 27, 2025, First Foundation Inc. (“First
Foundation”) and FirstSun Capital Bancorp (“FirstSun”) issued a joint press release announcing the execution of an Agreement
and Plan of Merger (the “Merger Agreement”), dated as of October 27, 2025, by and between First Foundation and FirstSun, pursuant
to which, upon the terms and subject to the conditions set forth therein, First Foundation will merge with and into FirstSun, with FirstSun
continuing as the surviving entity (the “Corporate Merger”). Immediately following the Corporate Merger, First Foundation
Bank will merge with and into Sunflower Bank, National Association (“Sunflower Bank”), with Sunflower Bank continuing as the
surviving bank.
The transaction is expected to close early in
the second quarter of 2026, subject to the receipt of regulatory approvals, the approval of First Foundation’s and FirstSun’s
shareholders and the satisfaction of customary closing conditions.
A copy of the joint press release issued by First
Foundation and FirstSun is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Forward Looking Statements “Safe Harbor”
Statement Under the Private Securities Litigation Reform Act of 1995.
Statements
included in this communication which are not historical in nature are intended to be, and hereby are identified as, “forward-looking
statements” within the meaning, and subject to the protections of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements.
Examples of forward-looking statements include, but are not limited to, statements regarding the outlook, benefits and expectations of
FirstSun and First Foundation with respect to the proposed merger, including future financial and operating results (including the anticipated
impact of the proposed merger on First Foundation’s and FirstSun’s respective earnings and tangible book value), and the
expected timing of the closing of the merger. These statements reflect management’s current expectations and are not guarantees
of future performance. Words such as “may,” “will,” “believe,” “anticipate,” “expect,”
“intend,” “opportunity,” “continue,” “should,” and “could” and variations
of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject
to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence,
which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among
others, the following:
| · | the failure to obtain necessary
regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely
affect the combined company or the expected benefits of the proposed transaction); |
| · | the failure of First Foundation
or FirstSun to obtain the required stockholder approval, or the failure of either party to satisfy any of the other closing conditions
on a timely basis or at all; |
| · | the occurrence of any event,
change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; |
| · | the possibility that the
proposed transaction will not be completed as planned, including the anticipated benefits of the proposed transaction; |
| · | diversion of ’management’s
attention from ongoing business operations and opportunities; |
| · | potential adverse reactions
or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; |
| · | the outcome of any legal proceedings that may
be instituted against FirstSun or First Foundation; |
| · | the risk that the cost
savings and synergies expected from the proposed transaction may not be realized or may take longer than anticipated to be realized; |
| · | the risk that integration
of FirstSun’s and First Foundation’s respective businesses may be materially delayed or more costly or difficult than expected,
including as a result of unexpected factors or events; |
| · | changes to tax legislation
and their potential effects on the accounting for the merger; |
| · | the possibility of dilution
to existing shareholders resulting from the issuance of additional shares in connection with the proposed transaction; |
| · | the possibility that the
combined company may be subject to additional regulatory requirements as a result of the merger or expansion of its business operations;
and |
| · | other factors that may
affect future results of FirstSun or First Foundation including changes in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices;
the impact, extent and timing of technological changes; capital management activities; and actions of the Federal Reserve Board and legislative
and regulatory actions and reforms. |
Further
information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included
under the headings “Cautionary Note Regarding Forward-Looking Statements” (in the case of FirstSun), “Forward-Looking
Statements” (in the case of First Foundation), and “Risk Factors” in FirstSun’s and First Foundation’s
Annual Reports on Form 10-K for the year ended December 31, 2024 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001709442/000170944225000008/fcb-20241231.htm
and https://www.sec.gov/ix?doc=/Archives/edgar/data/0001413837/000155837025003129/ffwm-20241231x10k.htm, respectively), and other documents
subsequently filed by FirstSun and First Foundation with the Securities and Exchange Commission (the “SEC”). FirstSun and
First Foundation disclaim any obligation to update or revise any forward-looking statements contained in this communication, which speak
only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information About the
Merger and Where to Find It
This communication is being made in respect of
the proposed transaction between FirstSun and First Foundation. In connection with the proposed transaction, FirstSun will file a registration
statement on Form S-4 with the SEC to register FirstSun’s shares that will be issued to First Foundation’s stockholders in
connection with the merger. The registration statement will include a joint proxy statement of FirstSun and First Foundation and a prospectus
of FirstSun, as well as other relevant documents concerning the proposed transaction. When available, the joint proxy statement/prospectus
will be sent to shareholders of First Foundation and FirstSun in connection with the proposed transaction. INVESTORS ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED
BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION REGARDING FIRSTSUN, FIRST FOUNDATION, THE TRANSACTION AND RELATED MATTERS.
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction. A free copy of the joint proxy statement/prospectus,
when it becomes available, as well as other documents filed with the SEC by FirstSun or First Foundation may be obtained at the SEC’s
Internet site at http://www.sec.gov. Investors
and security holders may also obtain free copies of the documents filed with the SEC by (i) FirstSun on its website at https://ir.firstsuncb.com/overview/default.aspx
under the Financials tab and then under the SEC Filings option, and (ii) First Foundation on its website at https://investor.ff-inc.com/investor-home/default.aspx
under the Financials tab and then under the SEC Filings option.
Participants in the Solicitation
FirstSun, First Foundation and certain of their
directors and executive officers may be deemed participants in the solicitation of proxies from stockholders of FirstSun or First Foundation
in connection with the proposed transaction. Information regarding the directors and executive officers of FirstSun and First Foundation
and other persons who may be deemed participants in the solicitation of the stockholders of FirstSun or First Foundation in connection
with the proposed transaction will be included in the joint proxy statement/prospectus, which will be filed by FirstSun with the SEC.
Information about the directors and officers of FirstSun and their ownership of FirstSun common stock can be found in FirstSun’s
definitive proxy statement in connection with its 2025 annual meeting of stockholders, including under the headings “Director Experience”,
“Biographical Information for Executive Officers”, “Certain Relationships and Related Party Transactions”, “Security
Ownership of Certain Beneficial Owners and Management”, “Executive Compensation”, and “Compensation of Directors
for Fiscal Year 2024”, as filed with the SEC on March 21, 2025 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001709442/000170944225000020/fcb-20250321.htm,
and other documents subsequently filed by FirstSun with the SEC, including on Statements of Change in Ownership on Form 4 filed with the
SEC, available at https://www.sec.gov/edgar/browse/?CIK=1709442&owner=exclude. Information about the directors and officers of First
Foundation and their ownership of First Foundation common stock can be found in First Foundation’s definitive proxy statement in
connection with its 2025 annual meeting of stockholders, including under the headings “Security Ownership of Certain Beneficial
Owners and Management”, “Election of Directors (Proposal No. 1)”, “Advisory Vote on the Compensation of the Company’s
Named Executive Officers (Proposal No. 4)”, “Compensation Committee Report”, and “Certain Relationships and Related
Party Transactions” as filed with the SEC on April 17, 2025 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001413837/000110465925036041/tm252563-3_def14a.htm,
and other documents subsequently filed by First Foundation with the SEC, including on Statements of Change in Ownership on Form 4 filed
with the SEC, available at https://www.sec.gov/edgar/browse/?CIK=1413837&owner=exclude. Additional information regarding the interests
of participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be included in the joint proxy statement/prospectus and other relevant documents regarding the proposed merger filed with the SEC
when they become available. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.
Investor Relations & Media Contacts:
Contacts:
FirstSun Capital Bancorp:
Investor Contact:
Ed Jacques
Director of Investor Relations &
Business Development, FirstSun
Investor.Relations@firstsuncb.com
Media Contact:
Jeanne Lipson
Director of Marketing, Sunflower Bank
Jeanne.Lipson@SunflowerBank.com
First Foundation Inc.
Investor Contact:
Jamie Britton
Chief Financial Officer
jbritton@ff-inc.com
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Investor Presentation, dated October 27, 2025 |
| 99.2 |
|
Joint Press Release, dated October 27, 2025 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
October 27, 2025 |
FIRST FOUNDATION INC. |
| |
|
|
|
| |
|
By: |
/s/ James Britton |
| |
|
|
James Britton |
| |
|
|
Executive Vice President & Chief Financial Officer |
