Filed Pursuant to Rule 433

Supplementing the Preliminary

Prospectus Supplement

Dated January 20, 2022

Registration No. 333-239396

Dated January 20, 2022

 

First Foundation Inc.

$150 Million

3.50% Fixed to Floating Rate Subordinated Notes due 2032

Term Sheet

Issuer:	First Foundation Inc. (the “Company”)
Security:	3.50% Fixed to Floating Rate Subordinated Notes due 2032 (the “Notes”)
Aggregate Principal Amount:	$150,000,000
Rating:	BBB- by KBRA A rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
Trade Date:	January 20, 2022
Settlement Date:	January 24, 2022 (T + 2)
Final Maturity Date (if not previously redeemed):	February 1, 2032
Coupon:	3.50% per annum, from and including the Settlement Date, to but excluding February 1, 2027, payable semi-annually in arrears. From and including February 1, 2027 to, but excluding the maturity date or earlier redemption date, a floating per annum rate equal to the then current three-month SOFR (as defined in the prospectus supplement under “Description of the Notes — Interest”), provided, however, that in the event three-month SOFR is less than zero, three-month SOFR shall be deemed to be zero, plus 204 basis points, payable quarterly in arrears.
Interest Payment Dates:	Interest on the Notes will be payable semi-annually on February 1 and August 1  of each year through February 1, 2027, and quarterly thereafter on February 1, May 1, August 1, and November 1 of each year through maturity date or earlier redemption date.  The first interest payment will be made on August 1, 2022.
Record Dates:	The 15th calendar day immediately preceding the applicable interest payment date
Day Count Convention:	30/360 to but excluding February 1, 2027, and, thereafter, a 360-day year and the number of days actually elapsed.

Optional Redemption:	The Company may, at its option, beginning with the interest payment date of February 1, 2027 and on any interest payment date thereafter, redeem the Notes, in whole or in part, from time to time, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the capital adequacy rules of the Federal Reserve, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to but excluding the date of redemption.
Special Redemption:	The Company may redeem the Notes, in whole but not in part, at any time, including prior to February 1, 2027, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the capital adequacy rules of the Federal Reserve, if (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes, (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 Capital for regulatory capital purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date.
Denominations:	$1,000 minimum denominations and $1,000 integral multiples thereof.
Use of Proceeds:	The Company intends to use the net proceeds from this offering for general corporate purposes, which may include, without limitation, providing capital to support organic growth or growth through strategic acquisitions, financing investments, capital expenditures, investments in First Foundation Bank to support regulatory capital, and repaying up to $30 million of indebtedness.
Price to Public:	100.00%
Underwriters’ Discount:	1.50% of principal amount
Proceeds to Issuer (after underwriters’ discount, but before expenses):	$147,750,000
Ranking:	The Notes will be unsecured, subordinated obligations of the Company and: ·    will rank junior in right of payment and upon the Company’s liquidation to any of the Company’s existing and all future Senior Debt (as defined in the indenture pursuant to which the Notes will be issued and described under “Description of the Notes” in the preliminary prospectus supplement); ·    will rank equal in right of payment and upon the Company’s liquidation with any of the Company’s existing and all of its future indebtedness the terms of which provide that such indebtedness ranks equally with the Notes; ·   will rank senior in right of payment and upon the Company’s liquidation to any of its future indebtedness the terms of which provide that such indebtedness ranks junior in right of payment to note indebtedness such as the Notes; and

·    will be effectively subordinated to the Company’s future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to the existing and future indebtedness of the Company’s subsidiaries, including without limitation First Foundation Bank’s depositors, liabilities to general creditors and liabilities arising in the ordinary course of business or otherwise.

As of September 30, 2021, on a consolidated basis, the Company had total outstanding indebtedness, deposits and other liabilities of approximately $7.0 billion, all of which would rank senior in right of payment to the Notes. In connection with the Company’s acquisition of TGR Financial, Inc., which was consummated on December 17, 2021, the Company assumed $24.2 million of subordinated notes that would rank pari passu with the Notes.

CUSIP/ISIN:	32026V AA2 / US32026VAA26
Book-Running Manager:	Piper Sandler & Co.
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Co-Managers:	D.A. Davidson & Co. Stephens Inc.

This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Other information (including other financial information) presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by the information contained herein. Capitalized terms used in this Pricing Term Sheet but not defined have the meanings given them in the Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offerings will arrange to send you the prospectus and the related preliminary prospectus supplement if you request it by emailing Piper Sandler & Co. fsg-dcm@psc.com.

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