First Foundation Inc. 8-K

What Happened

• First Foundation Inc. announced an amendment to the October 27, 2025 Agreement and Plan of Merger with FirstSun Capital Bancorp. The companies entered into Amendment No. 1 (filed in the 8‑K on Feb 6, 2026) to revise Exhibit E, which sets out the form of a Certificate of Amendment that will create a class of non‑voting common stock in the surviving company.
• The Amendment replaces the previously stated conversion mechanics for non‑voting common stock with a new, narrower conversion framework tied to actions by FirstSun; it does not change the merger consideration, exchange ratio, voting mechanics, or any other economic terms of the merger.

Key Details

• Date of original Merger Agreement: October 27, 2025; Amendment entered Feb 6, 2026 (Amendment document dated Feb 5/6, 2026).
• Removed language that allowed conversion of non‑voting shares to voting shares to the extent such conversion would not cause the holder (and aggregated affiliates) to own/control more than 4.99% of any class of voting securities under 12 C.F.R. § 225.2(q).
• New rule: conversion into voting common stock is allowed at a holder’s election only if FirstSun takes an action that reduces the holder’s percentage ownership of a voting class — and then only to the extent that conversion restores (but does not increase) the holder’s prior percentage ownership.
• The Amendment does not alter economic terms of the Merger; FirstSun’s S‑4 registration was declared effective Jan 15, 2026 and the definitive joint proxy/prospectus was filed Jan 15, 2026.

Why It Matters

• This change narrows when holders of the planned non‑voting shares can convert to voting shares, and removes the standalone, automatic conversion tied solely to staying below the 4.99% regulatory ownership threshold.
• For investors, the amendment reduces the scenarios in which conversion could increase a holder’s voting power after the merger — potentially limiting post‑closing shifts in control or voting influence tied to conversions. The financial terms of the merger remain unchanged, so this is a governance/ownership mechanics change rather than an economic one.
• Investors should review the S‑4 and the joint proxy/prospectus (effective/ filed Jan 15, 2026) for full details and any disclosures about effects on ownership and voting after the merger.