First Foundation Inc. 8-K

What Happened
First Foundation Inc. announced that it completed its previously announced merger with FirstSun Capital Bancorp effective April 1, 2026. At the Effective Time First Foundation merged into FirstSun (FirstSun surviving), and First Foundation Bank merged into Sunflower Bank, N.A. First Foundation ceased to exist and its NYSE listing was suspended with a Form 25 delisting request filed effective at the Effective Time.

Key Details

• Exchange ratio: each outstanding share of First Foundation common stock (other than excluded shares) converted into 0.16083 shares of FirstSun common stock; cash paid in lieu of fractional shares.
• Preferred stock, restricted stock units and performance-based RSUs were converted/assumed into FirstSun awards using the 0.16083 exchange ratio; performance RSUs will convert to service-based vesting for the remainder of the original performance period.
• Warrant resolution: First Foundation warrants to acquire Series C Stock were exercised cashless immediately prior to closing, resulting in issuance of Series C stock and an aggregate cash payment of approximately $17.5 million; those Series C shares were converted in the merger.
• Charter and shareholder limits: FirstSun amended its certificate to increase authorized common shares from 50,000,000 to 80,000,000 and to create 20,000,000 shares of non-voting common stock (approved Feb 27, 2026; effective Mar 31, 2026). Legacy First Foundation holders who would exceed 4.99% ownership of FirstSun voting stock may elect non-voting shares for the excess (election within 10 business days after the Effective Time).

Why It Matters
For First Foundation investors, holdings in First Foundation were extinguished at closing and converted into FirstSun stock per the stated exchange ratio (or cash for fractional shares); former First Foundation shareholders should expect their position to transition to FirstSun securities or cash for fractions. Trading liquidity and reporting will change: First Foundation requested NYSE delisting and FirstSun (as successor) intends to file Form 15 to terminate registration under Section 12(g) and suspend First Foundation’s reporting obligations. Governance and management also changed—FirstSun’s board was expanded to 13 members and five former First Foundation directors (Sam Edelson, Henchy Enden, Benjamin Mackovak, Allen Parker and Thomas Shafer) joined the FirstSun board—potentially affecting strategy and oversight going forward.