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Joint Proxy Statement

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Joint Proxy Statement MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Stockholders of First Foundation Inc. and Shareholders of TGR Financial, Inc.: On June 2, 2021, First Foundation Inc., which we refer to as First Foundation, and TGR Financial, Inc., which we refer to as TGR Financial, entered into an Agreement and Plan of Merger and Reorganization, which we refer to as the merger agreement, that provides for the combination of First Foundation and TGR Financial. On the terms and subject to the conditions set forth in the merger agreement, TGR Financial will merge with and into First Foundation, with First Foundation as the surviving corporation, in a transaction we refer to as the merger. Immediately following completion of the merger, First Florida Integrity Bank, a wholly-owned subsidiary of TGR Financial, which we refer to as First Florida Integrity, will merge with and into First Foundation Bank, a wholly-owned subsidiary of First Foundation, with First Foundation Bank as the surviving bank, in a transaction we refer to as the bank merger. Before we can complete the mergers, each of First Foundation and TGR Financial will hold a special meeting of its stockholders and shareholders, respectively. At the First Foundation special meeting, First Foundation will ask its stockholders to adopt and approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of First Foundation common stock in connection with the merger, which we refer to as the First Foundation merger proposal, and approve a proposal to adjourn or postpone the First Foundation special meeting, if necessary or appropriate, to solicit additional proxies in favor of the First Foundation merger proposal, which we refer to as the First Foundation adjournment proposal. The First Foundation special meeting will be held at 200 Crescent Court, Suite 1700, Dallas, Texas 75201, in the Crescent Club Crescent Room, on Monday, September 13, 2021, at 10:00 a.m., local time. At the TGR Financial special meeting, TGR Financial will ask its shareholders to adopt and approve the merger agreement and the transactions contemplated thereby, including the merger, which we refer to as the TGR Financial merger proposal, and approve a proposal to adjourn or postpone the TGR Financial special meeting, if necessary or appropriate, to solicit additional proxies in favor of the TGR Financial merger proposal, which we refer to as the TGR Financial adjournment proposal. The TGR Financial special meeting will be held at The Ritz- Carlton, 280 Vanderbilt Beach Road, Naples, Florida 34108, on Monday, September 13, 2021, at 5:00 p.m., local time. TGR Financial previously announced to its shareholders that it would hold its annual meeting in October 2021. If the merger is completed as currently expected, TGR Financial does not anticipate holding a 2021 annual meeting of shareholders. If the merger is not completed within the expected timeframe or at all, TGR Financial may hold an annual meeting in 2021. At the effective time of the merger, each share of TGR Financial common stock will be converted into the right to receive 0.6068 shares of First Foundation common stock, which we refer to as the exchange ratio, together with cash in lieu of a fractional share of First Foundation common stock, and each share of TGR Financial preferred stock will be converted into the right to receive that number of shares of First Foundation common stock equal to the product of (x) the number of shares of TGR Financial common stock into which such share of TGR preferred stock is convertible in connection with, and as a result of, the merger, and (y) the exchange ratio, together with cash in lieu of a fractional share of First Foundation common stock. Holders of First Foundation common stock will continue to own their existing shares of First Foundation common stock. The shares of First Foundation common stock and the cash in lieu of fractional shares issuable in the merger are referred to as the stock consideration. We estimate that, following completion of the merger, existing First Foundation stockholders will own approximately 79.8% and former TGR Financial shareholders will own approximately 20.2% of the outstanding common stock of the combined company. First Foundation common stock trades on the Nasdaq Global Market under the symbol “FFWM.” Based on the number of shares of TGR Financial common stock and TGR Financial preferred stock currently outstanding and the following closing prices of First Foundation common stock on the Nasdaq Global Market: (i) $25.12 on June 2, 2021, the last trading day before public announcement of the merger agreement and (ii) $23.50 on July 29, 2021, the latest practicable trading day before the date of this joint proxy statement/prospectus, the implied value of the stock consideration per share would be approximately $15.24 and $14.26, respectively, and the implied value of the aggregate stock consideration would be approximately $285.1 million and $266.8 million, respectively. The implied value of the stock consideration will fluctuate as the market price of First Foundation common stock fluctuates. You should obtain current market quotations for First Foundation common stock. Your vote is important. Whether or not you plan to attend your meeting, please take the time to submit your proxy in accordance with the voting instructions contained in this document. If you do not vote, abstain from voting or do not instruct your broker how to vote any shares held by you in “street name,” the effect will be a vote AGAINST the merger. The accompanying joint proxy statement/prospectus contains a more complete description of the special meetings and the terms of the merger agreement and the merger. You are strongly encouraged to read the entire joint proxy statement/prospectus, including any documents it refers you to, and its appendices carefully and in their entirety. In particular, you should read the “Risk Factors” section beginning on page 37 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. After careful consideration, the First Foundation board of directors unanimously adopted and approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of First Foundation common stock in connection with the merger. The First Foundation board of directors unanimously recommends that you vote “FOR” the First Foundation merger proposal and “FOR” the First Foundation adjournment proposal. After careful consideration, the TGR Financial board of directors unanimously adopted and approved the merger agreement and the transactions contemplated thereby, including the merger. The TGR Financial board of directors unanimously recommends that you vote “FOR” the TGR Financial merger proposal and “FOR” the TGR Financial adjournment proposal. We thank you for your continued support. Sincerely, Ulrich E. Keller, Jr. Gary L. Tice Chairman of the Board Chairman of the Board First Foundation Inc. TGR Financial, Inc. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the issuance of shares of First Foundation common stock in connection with the merger or the other transactions described in this joint proxy statement/prospectus, or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense. The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. This joint proxy statement/prospectus is dated August 5, 2021 and is being first mailed to First Foundation stockholders and TGR Financial shareholders on or about August 9, 2021. 200 Crescent Court, Suite 1400 Dallas, Texas 75201 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 13, 2021 On June 2, 2021, First Foundation Inc., which we refer to as First Foundation, and TGR Financial, Inc., which we refer to as TGR Financial, entered into an Agreement and Plan of Merger and Reorganization, which we refer to as the merger agreement, that provides for the combination of First Foundation and TGR Financial. On the terms and subject to the conditions set forth in the merger agreement, TGR Financial will merge with and into First Foundation, with First Foundation as the surviving corporation, in a transaction we refer to as the merger. Immediately following completion of the merger, First Florida Integrity Bank, a wholly-owned subsidiary of TGR Financial, which we refer to as First Florida Integrity, will merge with and into First Foundation Bank, a wholly-owned subsidiary of First Foundation, with First Foundation Bank as the surviving bank, in a transaction we refer to as the bank merger. A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus. NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of First Foundation will be held on Monday, September 13, 2021, at 10:00 a.m., local time, at 200 Crescent Court, Suite 1700, Dallas, Texas 75201, in the Crescent Club Crescent Room. At the First Foundation special meeting, First Foundation stockholders will be asked to vote on the following matters: 1. A proposal to adopt and approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of First Foundation common stock to the shareholders of TGR Financial in connection with the merger. We refer to this proposal as the First Foundation merger proposal. 2. A proposal to adjourn or postpone the First Foundation special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the First Foundation merger proposal.
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