First Foundation Merger Advances with Key Shareholder Vote Set

The proposed merger between First Foundation Inc. and FirstSun Capital Bancorp is entering its final phase. A key shareholder vote scheduled for February 27 now represents the last major hurdle for the deal, following a recent technical filing with the U.S. Securities and Exchange Commission (SEC).

Core Deal Terms Remain Firm

Despite the new filing, the fundamental financial terms of the agreement are unchanged. The exchange ratio for shareholders and the total consideration for the merger have not been altered. The latest submission, labeled "Amendment No. 1," serves primarily to clarify the future capital structure of the combined entity rather than modify the economics of the transaction.

The amendment to the original October 2025 merger agreement details the creation of a new class of non-voting common stock at FirstSun. The revised charter authorizes the issuance of 20 million non-voting shares alongside 80 million voting common shares.

Should investors sell immediately? Or is it worth buying First Foundation?

For investors, the financial implications of this structural change are neutral. SEC documentation confirms that these non-voting shares will carry identical rights to dividends and liquidation proceeds as their voting counterparts. A notable adjustment involves the conversion rights: a previous clause mandating automatic conversion if a shareholder's stake exceeded 4.99% has been removed. It has been replaced by a provision allowing for voluntary conversion only under specific conditions, such as when a shareholder's percentage ownership is diluted by corporate actions.

Regulatory Process and Supportive Backdrop

The regulatory pathway continues smoothly. The SEC declared the necessary registration statements effective in mid-January, keeping the process on track.

The broader market environment appears favorable for the banking sector consolidation. January performance data from S&P Global Market Intelligence shows bank stocks significantly outpacing the wider market. While the S&P 500 posted a 1.5% gain, banking equities delivered a median return of 6.4%. This constructive sector trend provides a positive backdrop as the institutions approach their decisive votes.

All attention now turns to the special meetings of both companies' shareholders on February 27. Their approval is the final step required to solidify the union of First Foundation and FirstSun Capital Bancorp.