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First Foundation Inc.

04/01/2026 | Press release | Distributed by Public on 04/01/2026 12:31

Asset Transaction (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective April 1, 2026, First Foundation Inc. ("First Foundation") completed its previously announced merger (the "Merger") with FirstSun Capital Bancorp ("FirstSun") pursuant to the terms of the Agreement and Plan of Merger, dated October 27, 2025, as amended, by and between First Foundation and FirstSun (the "Merger Agreement"). At closing, First Foundation merged with and into FirstSun, with FirstSun surviving the Merger. Immediately following the Merger, First Foundation Bank, a California-chartered banking corporation and wholly owned subsidiary of First Foundation, merged with and into Sunflower Bank, National Association, a national banking association and wholly owned subsidiary of FirstSun, with the Sunflower Bank continuing as the surviving bank.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of First Foundation common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares specified in the Merger Agreement) became entitled to receive 0.16083 of a share of FirstSun common stock (the "exchange ratio") with cash paid in lieu of any fractional shares. In addition, at the Effective Time, each then-outstanding share of First Foundation Series A Noncumulative Convertible Preferred Stock (the "Series A stock") and Series C Non-Voting Common Equity Equivalent Stock (the "Series C stock" and together with the Series A stock, the "First Foundation Preferred Stock") was converted into the right to receive 0.16083 of a share of FirstSun common stock for each share of First Foundation common stock into which the First Foundation Preferred Stock was convertible into immediately prior to the Effective Time, subject to certain exceptions.

Restricted Stock Units. At the Effective Time, each outstanding and unvested time-based restricted stock unit to acquire First Foundation common stock was assumed and converted into a restricted stock unit award to acquire FirstSun common stock. The number of FirstSun shares subject to each award equals the number of First Foundation shares covered by the award immediately prior to the Effective Time, multiplied by the exchange ratio.

Performance-Based Restricted Stock Units. At the Effective Time, each outstanding and unvested performance-based restricted stock unit to acquire First Foundation common stock was assumed and converted into a restricted stock unit to acquire FirstSun common stock. The number of FirstSun shares subject to each award was calculated based on the target performance level immediately prior to the Effective Time, multiplied by the exchange ratio. After the Effective Time, these awards will be subject only to service-based vesting through the end of the original performance period and will no longer include performance conditions.

Warrants. Pursuant to the Merger Agreement, holders of First Foundation warrants to acquire shares of Series C Stock entered into a Warrant Exercise and Termination Agreement. Under this agreement, immediately prior to the Effective Time, each then-outstanding warrant was exercised on a cashless basis and terminated. In exchange, warrant holders became entitled to receive Series C Stock, along with an aggregate cash payment of approximately $17.5 million. The Series C stock was converted in the Merger as described above. The form of Warrant Exercise and Termination Agreement is included as Exhibit G to the Merger Agreement attached hereto as Exhibit 2.1.

Non-Voting Common Stock. Pursuant to the Merger Agreement, if, as a result of receiving shares of FirstSun common stock in the Merger, any holder (together with its affiliates) would own more than 4.99% of the outstanding shares of FirstSun voting common stock immediately following the Effective Time, such holder may elect to receive shares of FirstSun non-voting common stock for the portion of shares in excess of 4.99%. Eligible stockholders must make this election by providing written notice to FirstSun no later than ten business days after the Effective Time.

First Foundation Inc. published this content on April 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 01, 2026 at 18:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]