First Foundation Amends 10-K, Bolsters Board with Banking Veterans

TL;DR

**FFWM's 10-K/A reveals a strengthened board with deep banking and investment expertise, signaling a more robust governance structure that could drive future performance.**

AI Summary

First Foundation Inc. (FFWM) filed a 10-K/A on March 31, 2026, to amend its Annual Report for the fiscal year ended December 31, 2025. This amendment specifically updates Part III (Items 10-14) to include additional information regarding Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, and Principal Accountant Fees and Services. It also amends Item 15 of Part IV to include related certifications, omitting paragraphs 3, 4, and 5 due to the absence of financial statements or amendments to Items 307 and 308 of Regulation S-K. The filing details the extensive experience of its Board of Directors, including new appointments like Simone Lagomarsino as President and Director since September 2024, and Thomas C. Shafer as CEO and Director since November 2024. The aggregate market value of common stock held by non-affiliates was approximately $305 million as of June 30, 2025, with 82,926,292 shares outstanding as of March 4, 2026. The amendment does not reflect events after the original filing date of March 16, 2026, nor does it modify disclosures affected by subsequent events.

Why It Matters

This 10-K/A filing is crucial for investors as it provides the previously omitted, but vital, details on First Foundation Inc.'s corporate governance, executive compensation, and director independence. The inclusion of experienced banking executives like Simone Lagomarsino and Thomas C. Shafer, along with directors appointed through investment agreements with Canyon, Fortress, and SVBP, signals a potential strategic shift and enhanced oversight. This could impact investor confidence and the company's competitive positioning in the financial services sector, especially given the diverse expertise in real estate, wealth management, and community banking now represented on the board.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A is an amendment to provide previously omitted information, not to correct errors in financial statements or report adverse events. The filing explicitly states, "This Amendment makes no other changes to the Form 10-K. This Amendment does not reflect events occurring after the filing of the Form 10-K or modify disclosures affected by subsequent events." This indicates a procedural update rather than a substantive change in the company's financial health or operational risks.

Analyst Insight

Investors should review the detailed biographies of the new and existing board members and executive officers to understand the depth of experience now guiding First Foundation Inc. This information is critical for assessing the company's leadership strength and strategic direction, particularly given the appointments of seasoned banking executives like Thomas C. Shafer as CEO and Simone Lagomarsino as President.

Key Numbers

• $305 million — Aggregate market value of common stock held by non-affiliates (As of June 30, 2025)
• 82,926,292 — Shares of common stock outstanding (As of March 4, 2026)
• 2025 — Fiscal year ended (The period covered by the Annual Report on Form 10-K)
• 2026-03-31 — 10-K/A filing date (Date the amendment was filed with the SEC)
• 2026-03-16 — Original 10-K filing date (Date the initial Annual Report was filed)
• 60 — Age of Max A. Briggs (Chairman of the Board)
• 64 — Age of Simone Lagomarsino (President and Director)
• 67 — Age of Thomas C. Shafer (Chief Executive Officer and Director)
• 40 — Years of experience for Thomas C. Shafer (Career bank executive experience)
• $740 million — Assets under administration for FLC Capital Advisors (Firm led by Max A. Briggs)

Key Players & Entities

• First Foundation Inc. (company) — Registrant
• Simone Lagomarsino (person) — President and Director of Company and FFB, Chief Risk Officer of FFB
• Thomas C. Shafer (person) — Chief Executive Officer and Director of Company and FFB
• Max A. Briggs (person) — Chairman of the Board of the Company and FFB
• Sam Edelson (person) — Director of Company and FFB, appointed via Canyon's Investment Agreement
• Henchy R. Enden (person) — Director of Company and FFB, Managing Director at Fortress Investment Group
• Benjamin Mackovak (person) — Director of Company and FFB, Co-Founder of Strategic Value Bank Partners
• C. Allen Parker (person) — Director of Company and FFB, former Interim CEO of Wells Fargo & Company
• James Britton (person) — Executive Vice President and Chief Financial Officer of the Company and FFB
• Crowe LLP (company) — Auditor

FAQ

Industry Context

First Foundation Inc. operates within the financial services sector, specifically focusing on wealth management and banking. The competitive landscape includes a mix of large, established institutions and smaller, specialized firms. Key industry trends involve digital transformation, evolving client expectations for personalized services, and a dynamic regulatory environment.

Regulatory Implications

As a financial institution, First Foundation Inc. is subject to extensive regulation by bodies such as the SEC and banking authorities. Amendments to filings like this 10-K/A are critical for maintaining compliance and transparency. Any changes in regulatory requirements or interpretations could impact operations and profitability.

What Investors Should Do

1. Review updated Part III disclosures
2. Assess the experience of new leadership
3. Monitor market capitalization indicators

Key Dates

• 2025-12-31: Fiscal year ended — This is the period covered by the Annual Report on Form 10-K.
• 2026-03-16: Original 10-K filing date — The initial Annual Report was filed on this date.
• 2026-03-31: 10-K/A filing date — The amendment to the Annual Report was filed on this date, updating Part III and Item 15.
• 2024-07-01: Max A. Briggs appointed Chairman of the Board — Indicates a leadership change and the start of his tenure in this role.
• 2024-09-01: Simone Lagomarsino appointed President and Director — Marks the addition of new leadership and expertise to the executive team and board.
• 2024-11-01: Thomas C. Shafer appointed CEO and Director — Signifies a key leadership transition with the appointment of a new CEO.

Glossary

10-K/A

An amendment to a company's annual report (Form 10-K) filed with the U.S. Securities and Exchange Commission (SEC). It is used to correct or update information previously filed. (This filing is an amendment to the original 10-K, specifically updating Part III and Item 15.)

Part III (Items 10-14)

This section of a Form 10-K typically covers information about directors, executive officers, corporate governance, executive compensation, security ownership, and related transactions. (The amendment specifically updates these sections, indicating a focus on corporate governance and executive details.)

Item 15

This item in Form 10-K lists the exhibits and financial statement schedules filed with the report. (The amendment updates Item 15 to include related certifications.)

Assets under administration (AUA)

The total market value of assets that a financial institution manages on behalf of its clients. It is a measure of the size of the business. (Max A. Briggs' firm, FLC Capital Advisors, has over $740 million in AUA, highlighting his significant experience in wealth management.)

Non-affiliates

Individuals or entities that are not officers, directors, or major shareholders of a company, and do not have a controlling interest. (The aggregate market value of common stock held by non-affiliates ($305 million) provides an indication of the company's public float and market capitalization attributable to public investors.)

Year-Over-Year Comparison

This 10-K/A filing is an amendment to the original 10-K filed on March 16, 2026, and does not reflect events after the original filing date. Therefore, direct year-over-year comparisons of financial metrics are not possible based solely on this amendment. The primary purpose of this filing is to update specific sections related to corporate governance, executive appointments, and related disclosures, rather than to present new financial performance data.

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share FFWM New York Stock Excha
• $740 million — ors, a wealth management firm with over $740 million of assets under administration. From 19

Filing Documents

• ffwm-20251231x10ka.htm (10-K/A) — 1185KB
• ffwm-20251231xex31d3.htm (EX-31.3) — 5KB
• ffwm-20251231xex31d4.htm (EX-31.4) — 5KB
• ffwm-20251231x10ka005.jpg (GRAPHIC) — 44KB
• ffwm-20251231x10ka006.jpg (GRAPHIC) — 40KB
• ffwm-20251231x10ka007.jpg (GRAPHIC) — 35KB
• ffwm-20251231x10ka008.jpg (GRAPHIC) — 41KB
• 0001104659-26-037227.txt ( ) — 2036KB
• ffwm-20251231.xsd (EX-101.SCH) — 5KB
• ffwm-20251231_def.xml (EX-101.DEF) — 55KB
• ffwm-20251231_lab.xml (EX-101.LAB) — 31KB
• ffwm-20251231_pre.xml (EX-101.PRE) — 19KB
• ffwm-20251231x10ka_htm.xml (XML) — 10KB

Executive Compensation

Executive Compensation 9 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 32 Item 13 Certain Relationships and Related Transactions, and Director Independence 34 Item 14 Principal Accountant Fees and Services 35 PART IV Item 15 Exhibits and Financial Statement Schedules 36

Signatures

Signatures S-1 ii Table of Contents PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance. Board of Directors Set forth below is a summary of the business experience and qualifications of the members of the Company's Board of Directors (the "Board"): Max A. Briggs, CFP . Mr. Briggs, age 60, has served as Chairman of the Board of the Company and FFB since July 2024. From 2005 to 2012, Mr. Briggs served as Chairman of the Board of Desert Commercial Bank ("DCB"). He was elected as a director of the Company following the Company's acquisition of DCB in August 2012. Mr. Briggs is, and since 1996 has been the President and CEO of FLC Capital Advisors, a wealth management firm with over $740 million of assets under administration. From 1992 to 2007, Mr. Briggs served as CEO of Franklin Loan Center, a mortgage banking company. Mr. Briggs earned a Business Administration and Finance degree from Stetson University. We believe Mr. Briggs is a valuable member of our Board due to his knowledge of the banking business, gained from his service as Chairman of DCB, particularly as conducted in Palm Desert, California, and its surrounding communities, where we have two of our wealth management offices, and his experience as President and CEO of a wealth management firm. Sam Edelson . Mr. Edelson, age 36, has served as a director of FFB since July 2024 and as a director of the Company since September 2024. He was appointed and is nominated for election as a director pursuant to Canyon's Investment Agreement. He is a real estate developer, investor, and Founder and President of Exact Title, a Denver, Colorado-based title insurance agency founded in 2021. Mr. Edelson also founded Force7Mgmt in 2020, where he focuses on preserving historically significant buildings while also adding attainably priced multifamily units to the housing stock. Prior to founding Exact Title and Force7Mgmt, Mr. Edelson worked at Cyrus Capital from 2015 to 2019, focusing on credit and structured credit investments. Since 2022, he h

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View this 10-K/A filing on SEC EDGAR