First Foundation (FFWM) Proxy Filing summary

Executive summary

• Special meetings are scheduled for February 27, 2026, for stockholders to vote on the proposed merger between two financial institutions.

• The supplement amends the merger agreement, specifically the creation and conversion provisions of a new class of non-voting common stock.

• The amendment does not alter the merger consideration, exchange ratio, or other economic terms.

• Boards of both companies continue to unanimously recommend voting in favor of all proposals.

Voting matters and shareholder proposals

• Stockholders are urged to vote promptly on the merger and related proposals.

• The proposals include approval of the merger and the issuance of new shares, including non-voting common stock.

Shareholder rights and capital structure

• The amendment creates a new class of non-voting common stock, with up to 20,000,000 shares authorized.

• Non-voting common stock is economically equivalent to voting common stock in dividends and liquidation rights but lacks voting rights except as required by law.

• Holders of non-voting common stock have limited conversion rights, mainly triggered by dilutive actions or certain transfers.

• Automatic conversion occurs upon permissible transfers to non-affiliates or in public offerings, subject to regulatory thresholds.

• If the company ceases to be a bank holding company, all conversion restrictions lapse.

• Non-voting common stockholders have protective provisions requiring their approval for changes affecting their rights.