First Foundation Inc.
02/06/2026 | Press release | Distributed by Public on 02/06/2026 16:14
Material Event (Form 8-K)
| Item 8.01. | Other Events. |
As previously disclosed, on October 27, 2025, First Foundation Inc., a Delaware corporation ("First Foundation"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with FirstSun Capital Bancorp, a Delaware corporation ("FirstSun"), pursuant to which First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving corporation (the "Merger").
On February 6, 2026, First Foundation and FirstSun entered into Amendment No. 1 to the Merger Agreement (the "Amendment"). The Amendment amends Exhibit E to the Merger Agreement, which sets forth the form of the Certificate of Amendment to FirstSun's Amended and Restated Certificate of Incorporation that will create a class of non-voting common stock. As amended:
| · | the ability of holders of non-voting common stock to elect to convert all or a portion of its shares of non-voting common stock into common stock to the extent, and only to the extent, that such conversion would not cause the holder and its affiliates, together with any other persons whose ownership must be aggregated with such holder under applicable banking regulations, to own, control, or hold with power to vote more than 4.99% of any class of FirstSun's voting securities, as that term is defined in 12 C.F.R. § 225.2(q) or any successor regulation, has been removed; and |
| · | it has been replaced with a provision that permits conversion of non-voting common stock into common stock at the holder's election (as distinguished from automatic conversion) only if an action by FirstSun reduces the holder's percentage ownership of a class of voting securities, and only to the extent that such conversion does not result in the holder acquiring a greater percentage of voting securities than it held immediately prior to such action. |
The Amendment does not modify any other terms of the Merger Agreement and does not change the merger consideration, the exchange ratio, the voting mechanics, or any other economic terms of the Merger.
To the extent that the matters described herein are deemed to require disclosure under Item 1.01 (Entry into a Material Definitive Agreement) of Form 8-K, the information contained in this Item 8.01 is hereby incorporated by reference into Item 1.01 (Entry into a Material Definitive Agreement).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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