First Foundation Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 26, 2026, First Foundation Inc. (the “Company”) and First Foundation Bank (the “Bank”) entered into a First Amendment to Employment Agreement with Simone Lagomarsino, who currently serves as President and Chief Risk Officer of the Company and Bank (the “Lagomarsino Amendment”). The Lagomarsino Amendment amends that certain Employment Agreement dated February 11, 2025, by extending the term of Ms. Lagomarsino’s employment thereunder until December 31, 2027. No other material changes were made to the terms of Ms. Lagomarsino’s Employment Agreement.
On March 26, 2026, the Company entered into an Employment Agreement with James Britton, who currently serves as Executive Vice President and Chief Financial Officer of the Company and the Bank (the “Britton Agreement”). Pursuant to the Britton Agreement, Mr. Britton will continue to receive an annual base salary of $390,000, subject to increase at the discretion of the Board of Directors or its Compensation Committee, and may also receive a bonus in the Company’s sole discretion. Mr. Britton will be able to participate in the other benefit programs of the Company available to executive employees generally. If Mr. Britton’s employment is terminated without cause or Mr. Britton terminates his employment for good reason (in each case, as defined in the Britton Agreement), then he will be entitled to a lump sum payment equal to the lesser of (i) 12 months of his annual base salary and (ii) the aggregate base salary that would have been paid to him for the remainder of the term of the Agreement if such remaining term is shorter than 12 months. In the event of termination of Mr. Britton’s employment due to his death, his beneficiaries will be paid an amount equal to 100% of his base annual salary at the rate in effect immediately prior to his death. If Mr. Britton’s employment is terminated for cause or due to the expiration of the term, which is currently set for December 31, 2027, he will not be entitled to any severance compensation.
The foregoing descriptions of the Lagomarsino Amendment and the Britton Agreement are not intended to be complete and are qualified in their entirety by reference to such agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
| Item 8.01 |
Other Events. |
As previously reported, the Company and FirstSun Capital Bancorp (“FirstSun”) jointly announced on March 12, 2026, the receipt of regulatory approval from the Board of Governors of the Federal Reserve System to complete the proposed merger of the Company with and into FirstSun. As a result, all necessary stockholder and bank regulatory approvals to complete the proposed merger have been obtained, and the Company expects the proposed merger will close on April 1, 2026.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | First Amendment to Employment Agreement, dated March 26, 2026, by and between the Company, the Bank and Simone Lagomarsino. | |
| 10.2 | Employment Agreement, dated March 26, 2026, by and between the Company and James Britton. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST FOUNDATION INC. | ||
| Date: March 31, 2026 | By: |
/s/ JAMES BRITTON |
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James Britton Executive Vice President and Chief Financial Officer | ||