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  4. [Form 4] First Foundation Inc. Insider Trading Activity

Director tied to FFWM (NASDAQ: FFWM) fully exits stake in FirstSun merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

First Foundation Inc. director Benjamin Mackovak reported a complete disposition of his direct and indirect holdings of First Foundation common stock in connection with its merger with FirstSun Capital Bancorp. The transactions are coded as dispositions to the issuer tied to the closing of the merger.

Footnotes state that 13,308 shares, including restricted stock units, and 6,768,343 additional shares held indirectly through Strategic Value Investors LP were converted under the merger terms. Each First Foundation share converted into the right to receive 0.16083 shares of FirstSun common stock, and the reporting person no longer beneficially owns any First Foundation shares.

Positive

  • None.

Negative

  • None.
Insider MACKOVAK BENJAMIN
Role Director
Type Security Shares Price Value
Disposition Common Stock 13,308 $0.00 --
Disposition Common Stock 6,768,343 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, Owned directly by Strategic Value Investors LP)
Footnotes (1)
  1. Disposed of pursuant to the Agreement and Plan of Merger, dated October 27, 2025 (the "Merger Agreement"), by and between the Issuer and FirstSun Capital Bancorp ("FirstSun"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each share of Issuer common stock converted into the right to receive 0.16083 shares of FirstSun common stock (the "Exchange Ratio"), with cash paid in lieu of fractional shares. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock. Includes restricted stock units with respect to 13,308 shares of the Issuer's common stock. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units were assumed by FirstSun and converted into restricted stock units with respect to a number of shares of FirstSun common stock equal to the number of issuer shares underlying the restricted stock unit multiplied by the Exchange Ratio. Owned directly by Strategic Value Investors LP. The reporting person, solely by virtue of his position as a managing member of Strategic Value Bank Partners LLC, which serves as the general partner of Strategic Value Investors LP, may be deemed to beneficially own the shares owned directly by Strategic Value Investors LP for purposes of Section 16. The reporting person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Direct shares/RSUs disposed 13,308 shares Common stock and restricted stock units converted at merger effective time
Indirect shares disposed 6,768,343 shares Common stock held by Strategic Value Investors LP, disposed in merger
Exchange ratio 0.16083 shares FirstSun common stock received per First Foundation share in merger
Agreement and Plan of Merger regulatory
"Disposed of pursuant to the Agreement and Plan of Merger, dated October 27, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Exchange Ratio financial
"each share of Issuer common stock converted into the right to receive 0.16083 shares of FirstSun common stock (the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
restricted stock units financial
"Includes restricted stock units with respect to 13,308 shares of the Issuer's common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
pecuniary interest financial
"expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MACKOVAK BENJAMIN
(Last)(First)(Middle)
5221 NORTH O'CONNOR BOULEVARD
STE 1375
(Street)
IRVING TEXAS 75039
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
First Foundation Inc. [ FFWM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026D13,308D$0.000(1)(2)D
Common Stock04/01/2026D6,768,343D$0.000(1)IOwned directly by Strategic Value Investors LP(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, dated October 27, 2025 (the "Merger Agreement"), by and between the Issuer and FirstSun Capital Bancorp ("FirstSun"). Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each share of Issuer common stock converted into the right to receive 0.16083 shares of FirstSun common stock (the "Exchange Ratio"), with cash paid in lieu of fractional shares. As a result of the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
2. Includes restricted stock units with respect to 13,308 shares of the Issuer's common stock. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units were assumed by FirstSun and converted into restricted stock units with respect to a number of shares of FirstSun common stock equal to the number of issuer shares underlying the restricted stock unit multiplied by the Exchange Ratio.
3. Owned directly by Strategic Value Investors LP. The reporting person, solely by virtue of his position as a managing member of Strategic Value Bank Partners LLC, which serves as the general partner of Strategic Value Investors LP, may be deemed to beneficially own the shares owned directly by Strategic Value Investors LP for purposes of Section 16. The reporting person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
/s/ Bruno Carrijo, attorney in fact for Benjamin Mackovak04/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did First Foundation (FFWM) director Benjamin Mackovak report in this Form 4?

He reported a complete disposition of his First Foundation common stock holdings as part of the merger with FirstSun Capital Bancorp. All directly and indirectly held FFWM shares were converted under the merger terms into FirstSun common stock, leaving no remaining FFWM beneficial ownership.

How many First Foundation (FFWM) shares were disposed of in this transaction?

The filing shows 13,308 shares, including restricted stock units, and 6,768,343 additional shares held indirectly through Strategic Value Investors LP were disposed of. These positions converted in the merger, eliminating the reporting person’s beneficial ownership of First Foundation common stock.

What exchange ratio applied to First Foundation (FFWM) shares in the FirstSun merger?

Each First Foundation common share converted into the right to receive 0.16083 shares of FirstSun common stock. Cash was paid in lieu of fractional shares. This fixed exchange ratio determined how many FirstSun shares holders received when their FFWM shares were converted at the merger’s effective time.

How were restricted stock units of First Foundation (FFWM) treated in the merger?

Restricted stock units covering 13,308 First Foundation shares were assumed by FirstSun at closing. They converted into restricted stock units for FirstSun common stock, based on the same 0.16083 exchange ratio applied to underlying FFWM shares, preserving award value while changing the issuing company.

What role did Strategic Value Investors LP play in this First Foundation (FFWM) filing?

A large block of 6,768,343 First Foundation shares was held directly by Strategic Value Investors LP. The reporting person may be deemed to beneficially own these for Section 16 purposes but expressly disclaims beneficial ownership except for his pecuniary interest in that investment entity.

Does the reporting person still hold any First Foundation (FFWM) common stock after the merger?

No. The footnotes state that, as a result of the merger and related conversions, the reporting person no longer beneficially owns, directly or indirectly, any shares of First Foundation common stock. His exposure, if any, is now through FirstSun common stock instead.