FirstSun Capital, First Foundation combining in all-stock merger

FirstSun Capital (FSUN), the holding company of Dallas-based Sunflower Bank, N.A. and First Foundation (FFWM), a financial services company with two wholly-owned operating subsidiaries, jointly announced that they have entered into a definitive 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 October 24, 2025. FirstSun stockholders will own 59.5% and First Foundation stockholders will own 40.5% of the combined company following the merger.