Mollie Hale Carter, Executive Chairman of FirstSun, said: 'We are thrilled to welcome the customers and team members of First Foundation to the FirstSun and Sunflower Bank family. This merger represents an exciting opportunity to strengthen our platform for long-term, sustainable growth, expand our earnings power, and drive greater value for our stockholders... Together, FirstSun and First Foundation will form a premier regional bank with a powerful footprint across some of the most dynamic markets in the country.' Tom Shafer, CEO of First Foundation, said: 'Joining forces with FirstSun marks an exciting new chapter for First Foundation. This merger strengthens our ability to deliver exceptional financial services and expands our reach across key markets... We are particularly excited to accelerate the business plan of First Foundation Advisors, our private wealth management platform.'
Under the terms of the merger agreement, First Foundation common and preferred stockholders (Series A Noncumulative Convertible Preferred Stock and Series C Non-Voting Common Equity Equivalent Stock) received 0.16083 of a share of FirstSun common stock for each First Foundation share on a fully converted basis, with cash paid in lieu of fractional shares. First Foundation warrant holders exercised their warrants early in exchange for FirstSun common stock plus an aggregate cash payment of approximately $17.5 million. The aggregate transaction value, inclusive of the warrant cash consideration, was estimated at $785 million based on FirstSun's closing stock price as of October 24, 2025 (FirstSun issued shares at an implied $40.44 per share). FirstSun stockholders owned approximately 59.5% and First Foundation stockholders approximately 40.5% of the combined company at closing. The investor presentation disclosed purchase price multiples of 0.80x First Foundation's September 30, 2025 stated tangible book value (adjusted for convertible preferred) and 0.73x tangible book value including reversal of First Foundation's deferred tax asset (DTA) valuation allowance; FirstSun shares were issued at 1.10x its own September 30, 2025 tangible book value.
The deal was structured entirely as stock consideration with no new acquisition debt disclosed. FirstSun separately disclosed a related balance sheet 're-positioning' plan to downsize approximately $3.4 billion of First Foundation's non-core, wholesale-funded assets (targeting a wholesale funding ratio below 10%) concurrent with closing, which management said would unlock First Foundation's core franchise earnings power; no revenue synergies were included in management's financial modeling.
FirstSun disclosed estimated pre-tax cost savings of $68.8 million, equal to 35.0% of First Foundation's run-rate core noninterest expense base (excluding customer service expense impacts), with an assumed phase-in schedule of approximately 66% realized in 2026 and 100% realized in 2027 and thereafter. The investor presentation separately disclosed a $425.0 million pre-tax interest rate mark on First Foundation's loan portfolio (5.60% of pre-close loan balances), of which $286.7 million was assumed to accrete into earnings over the estimated remaining life of the loans, plus a $50.3 million pre-tax held-to-maturity securities mark.
On financial impact, FirstSun management projected 30%+ accretion to its estimated 2027 GAAP EPS (and mid-to-high single-digit percentage accretion to 2027 cash EPS), 2027 pro forma return on average assets of approximately 1.45% and return on average tangible common equity of approximately 13.3%, pro forma total assets of approximately $17 billion, approximately $6.8 billion in pro forma assets under management, and a pro forma fee-income-to-total-revenue ratio of approximately 20%. On tangible book value impact, a summary slide in the investor presentation showed an estimated 7% GAAP TBV dilution at close with a 3.3-year earnback (and TBV accretion, no earnback, on a cash basis), while a more detailed non-GAAP reconciliation elsewhere in the same presentation calculated pro forma FirstSun tangible book value per share at close of $33.27 versus FirstSun's standalone $38.80, implying dilution of $5.53 per share, or 14.3%, also with a 3.3-year earnback under the "crossover method." Management also projected an internal rate of return of 20%+ and return on invested capital of 12%+ for the transaction.
FirstSun's board of directors and First Foundation's board of directors each unanimously approved the merger agreement. At closing, the combined company's board was to consist of thirteen directors, eight from FirstSun and five from First Foundation. Mollie Hale Carter (Executive Chairman), Neal Arnold (CEO, President and Director) and Rob Cafera (CFO) of FirstSun retained their roles, while Tom Shafer, CEO of First Foundation, became Vice Chairman of the combined company. Certain directors and stockholders of both companies entered into Support Agreements agreeing to vote their shares in favor of the merger.
According to the "Background of the Merger" section of the joint proxy statement/prospectus (Form S-4), First Foundation and FirstSun had engaged in intermittent, ultimately discontinued merger discussions in 2022-2023 (with KBW advising FirstSun and Stephens advising First Foundation at that time), before renewed discussions began in February 2025 when FirstSun CEO Neal Arnold and First Foundation CEO Thomas Shafer re-engaged regarding FirstSun's expansion into Southern California. During First Foundation's 2025 strategic review, the company's board and KBW (its financial advisor) evaluated multiple alternative approaches, including: a March 19, 2025 introductory call (coordinated by Jefferies) with the CEO of another bank that did not lead to further talks; follow-up conversations in early June 2025 with three bank CEOs at a KBW-hosted conference, two of whom declined further dialogue while a third expressed interest that was not pursued further; introductory calls in June 2025 (coordinated by Jefferies) with CEOs of two additional banks that did not result in further interest from either side; an inbound inquiry in June-July 2025 from a bank with less than $500 million in assets proposing a market-premium, all-cash take-private transaction, which the First Foundation board rejected on July 10, 2025 as not in stockholders' best interests; and an August 14, 2025 meeting between Shafer, KBW and the CEO/CFO of a "substantially larger banking institution" regarding a potential acquisition of First Foundation, which that larger institution ultimately declined to pursue. The board determined that running a broader auction process risked deterring FirstSun, which it viewed as the strongest remaining counterparty, and authorized continued bilateral negotiations. FirstSun submitted non-binding term sheets on August 21 and August 25, 2025 and a further revised term sheet on September 9, 2025, with negotiations over the ownership split (ranging between approximately 40% and 42%), warrant treatment (including an increase in the proposed warrant termination payment from $10 million to $25 million, ultimately set at $17.5 million in the signed agreement), and a minimum tangible common equity closing condition. FirstSun delivered a "best and final" letter of intent on September 18, 2025 contemplating 100% stock consideration, a fixed exchange ratio with no collar, and FirstSun as legal and accounting acquirer, which led to the signed merger agreement on October 27, 2025.
Closing of the merger was conditioned on, among other things: approval of the merger agreement by both companies' stockholders; approval by FirstSun stockholders of a charter amendment increasing authorized common stock and creating a new non-voting common stock class (available to First Foundation stockholders who would otherwise receive more than 4.99% of FirstSun's outstanding common stock); receipt of required bank regulatory approvals (FirstSun's primary regulator, the OCC, and First Foundation's primary regulator, the FDIC, were both involved in reviewing the companies' balance sheet repositioning plans) without materially burdensome conditions; effectiveness of the Form S-4 registration statement and Nasdaq listing approval for the shares to be issued; and receipt of tax opinions that the merger would qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The merger agreement provided for termination fees of $45.1 million payable by FirstSun and $31.4 million payable by First Foundation under specified circumstances, and allowed either party to terminate if the deal did not close within 12 months of signing, subject to exceptions.
FirstSun Capital Bancorp engaged Stephens Inc. as its exclusive financial advisor, and Stephens rendered a fairness opinion to FirstSun's board of directors. Nelson Mullins Riley & Scarborough LLP served as legal counsel to FirstSun. On the target side, First Foundation retained Keefe, Bruyette & Woods, A Stifel Company (lead financial advisor, providing a fairness opinion to First Foundation's board) and Jefferies LLC (financial advisor, also providing a fairness opinion to First Foundation's board). Alston & Bird LLP served as legal counsel to First Foundation.
FirstSun filed a Form S-4 registration statement on December 11, 2025 (amended January 14, 2026) covering the shares to be issued in the merger, which included the joint proxy statement of FirstSun and First Foundation and a prospectus of FirstSun; the definitive joint proxy statement/prospectus was filed on January 15, 2026. FirstSun's stockholders approved the merger proposal, the charter amendment increasing authorized common stock, and the non-voting common stock proposal at a special meeting held February 27, 2026.
The merger closed on April 1, 2026, with First Foundation merging into FirstSun and First Foundation Bank merging into Sunflower Bank, National Association, as disclosed in a Form 8-K filed that day. A subsequent Form 8-K filed June 5, 2026 confirmed that Sunflower Bank closed on the sale of approximately $890 million of performing multifamily commercial real estate loans acquired from First Foundation Bank to entities affiliated with Brookfield Asset Management, described as part of the previously disclosed post-merger balance sheet downsizing plan, with the remainder of the downsizing expected to be completed before the end of the second quarter of 2026.