First Foundation Inc. to Merge with FirstSun Capital Bancorp in All-Stock Transaction

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This definitive proxy statement outlines the terms and rationale for the merger of First Foundation Inc. into FirstSun Capital Bancorp, a significant strategic move for First Foundation. The transaction, valued at approximately $682.6 million, represents a substantial premium to First Foundation's market capitalization and offers its shareholders a significant ownership stake (40.5%) in a larger, more diversified financial institution. The merger is intended to address First Foundation's performance challenges by enhancing its deposit mix, reducing commercial real estate concentration, and expanding commercial and industrial lending. The combined entity plans a comprehensive balance sheet repositioning, including the sale of non-core assets and reduction of high-cost funding, to strengthen capital, improve liquidity, and enhance its credit profile. The fixed exchange ratio means the final value for First Foundation shareholders will fluctuate with FirstSun's stock price. The transaction is subject to regulatory and shareholder approvals, with a target closing in early Q2 2026.

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• Merger Agreement

  First Foundation Inc. will merge into FirstSun Capital Bancorp, with FirstSun as the surviving entity. The transaction was agreed upon on October 27, 2025.

• Consideration & Ownership

  Each First Foundation common share will convert into 0.16083 shares of FirstSun common stock. First Foundation shareholders are expected to own approximately 40.5% of the combined company. The implied value of the merger consideration ($6.26 as of Jan 9, 2026) is near First Foundation's 52-week high of $6.47.

• Strategic Rationale

  The merger aims to create a premier bank with approximately $17 billion in assets, diversifying First Foundation's loan portfolio, improving funding sources, and accelerating strategic initiatives to enhance shareholder value.

• Balance Sheet Repositioning

  The combined company plans to divest approximately $3.4 billion of First Foundation's non-core assets and reduce $2.0 billion in high-cost deposits to strengthen its financial position and credit profile.

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This definitive proxy statement outlines the terms and rationale for the merger of First Foundation Inc. into FirstSun Capital Bancorp, a significant strategic move for First Foundation. The transaction, valued at approximately $682.6 million, represents a substantial premium to First Foundation's market capitalization and offers its shareholders a significant ownership stake (40.5%) in a larger, more diversified financial institution. The merger is intended to address First Foundation's performance challenges by enhancing its deposit mix, reducing commercial real estate concentration, and expanding commercial and industrial lending. The combined entity plans a comprehensive balance sheet repositioning, including the sale of non-core assets and reduction of high-cost funding, to strengthen capital, improve liquidity, and enhance its credit profile. The fixed exchange ratio means the final value for First Foundation shareholders will fluctuate with FirstSun's stock price. The transaction is subject to regulatory and shareholder approvals, with a target closing in early Q2 2026.