FirstSun Capital Bancorp, the holding company of Dallas-based Sunflower Bank N.A. and First Foundation Inc., a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and Irvine, California-based First Foundation Bank jointly announced today that they have entered into a definitive merger agreement (the “Merger Agreement”), which was unanimously approved by the respective board of directors of both FirstSun and First Foundation.

Under the terms of the Merger Agreement, First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving company. Immediately following the Merger, First Foundation Bank will merge with and into Sunflower Bank, with Sunflower Bank continuing as the surviving bank. The combined holding company and bank will operate under the FirstSun and Sunflower Bank names and brands following closing of the transaction, respectively.

Under the terms of the Merger Agreement, the companies will combine in an all-stock transaction in which First Foundation common and preferred stockholders will receive 0.16083 of a share of FirstSun common stock for each share of First Foundation common stock owned on a fully converted basis. Additionally, First Foundation’s warrant holders will exercise their warrants early and receive FirstSun common stock in the merger and also receive additional cash consideration totaling $17.5 million in the aggregate. The aggregate transaction value, inclusive of the cash consideration being paid to warrant holders, is estimated at $785 million based on FirstSun’s closing price as of Oct. 24, 2025. FirstSun stockholders will own 59.5% and First Foundation stockholders will own 40.5% of the combined company following the merger.

Mollie Hale Carter, Executive Chairman of FirstSun, Neal Arnold, CEO, President & Director of FirstSun, and Rob Cafera, CFO of FirstSun, will each retain their current roles at the combined company. Tom Shafer, who currently serves as CEO of First Foundation, will serve as Vice Chairman of the combined company following the closing of the proposed transaction. Five current First Foundation directors will be invited to join the combined company’s board of directors following the closing.

“We are thrilled to welcome the customers and team members of First Foundation to the FirstSun and Sunflower Bank family,” said Mollie Hale Carter, Executive Chairman of FirstSun and Sunflower Bank. “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. Both organizations have a strong presence in large, vibrant markets, including the highly attractive Southern California region, which remains a key focus for our ongoing growth strategy. 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. This combination allows us to leverage FirstSun’s proven deposit and C&I-focused growth strategy at a larger scale. We’re enthusiastic about the opportunities this merger unlocks to enhance performance and deepen our specialty business capabilities. We believe this combination fits well with the company’s strategic objectives to enhance value for clients, employees, and stockholders over time.”

“Joining forces with FirstSun marks an exciting new chapter for First Foundation,” said Tom Shafer, CEO of First Foundation. “This merger strengthens our ability to deliver exceptional financial services and expands our reach across key markets. Our employees continue to be the driving force behind our success, and their commitment to excellence makes this next chapter possible. We are particularly excited to accelerate the business plan of First Foundation Advisors, our private wealth management platform, with respect to further growing lending and deposits within the existing customer base as well as providing more firepower to grow that business throughout the combined organization’s expansive footprint.”

Strategic Benefits & Industrial Logic of the Transaction

• Combination creates a powerful & differentiated franchise in some of the best growth markets across the United States

• Materially accelerates FirstSun’s current expansion strategy in Southern California, across a branch network totaling 18 locations

• Significant balance sheet re-positioning will unlock First Foundation’s core franchise

• The proposed transaction will migrate First Foundation’s franchise to a higher profitability business model and mix

• Top-tier projected pro forma profitability with a high level of diversity of fee income revenue

• Positions the combined company to sustain and build upon FirstSun’s industry-leading organic growth rate following the closing

• Expected financial benefits include estimated EPS accretion and improved return metrics based on management projections

Financial Benefits of the Merger

The financial benefits of the transaction are compelling, with estimated 2027 EPS accretion of 30%+ and a 3.3 year earn back on tangible book value dilution. The pro forma combined company financial metrics are based on management estimates for FirstSun and First Foundation, estimated combined company cost synergies, anticipated balance sheet re-positioning plans and purchase accounting adjustments. On a pro forma basis, the business is expected to deliver compelling operating and return metrics in 2027 with cost savings on a fully-phased in basis, including:

• Total Assets of approximately $17 billion
• Total AUM of approximately $6.8 billion
• Tangible Common Equity at Closing of approximately $1.6 billion
• Tangible Common Equity to Tangible Assets Ratio of ~9.6%
• Common Equity Tier 1 Capital Ratio of ~10.5%
• Return on Average Assets of ~1.45%
• Return on Average Tangible Common Equity of ~13.3%
• Fee Income to Total Revenue of ~20%

Timing and Approvals

The parties expect the closing of the proposed transaction to occur early in the second quarter of 2026, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the stockholders of each company.