DENVER, CO / IRVING, TX - FirstSun Capital Bancorp (Nasdaq: FSUN), the Denver-based holding company of Sunflower Bank, N.A., and First Foundation Inc. (NYSE: FFWM), headquartered in Irving, Texas, have announced a definitive merger agreement unanimously approved by both companies’ boards of directors.
Under the terms of the agreement, First Foundation will merge with and into FirstSun in an all-stock transaction valued at approximately $785 million, based on FirstSun’s October 24 closing price. Following the merger, First Foundation Bank will combine with Sunflower Bank, continuing under the Sunflower Bank name, while the holding company will retain the FirstSun name.
First Foundation shareholders will receive 0.16083 shares of FirstSun common stock for each share of First Foundation common stock on a fully converted basis. Warrant holders will exercise their warrants early and receive both FirstSun stock and $17.5 million in total cash consideration. Upon closing, FirstSun shareholders will own approximately 59.5% of the combined company, and First Foundation shareholders will hold 40.5%.
Leadership of the combined company will remain largely consistent, with Mollie Hale Carter continuing as Executive Chairman, Neal Arnold as CEO and President, and Rob Cafera as CFO. Tom Shafer, currently CEO of First Foundation, will become Vice Chairman. Five current First Foundation directors will also join the new board.
“This merger represents an exciting opportunity to strengthen our platform for long-term, sustainable growth and drive greater value for stockholders,” said Carter. “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.”
Shafer added, “Joining forces with FirstSun strengthens our ability to deliver exceptional financial services and accelerates the growth of our private wealth management platform, First Foundation Advisors.”
Strategic and Financial Impact
The merger creates a leading regional banking franchise with a strong presence across the Southwest and Southern California. Management projects:
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30%+ estimated EPS accretion by 2027
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3.3-year tangible book value earnback
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$17 billion in total assets and $6.8 billion in AUM
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~1.45% Return on Average Assets and ~13.3% Return on Average Tangible Common Equity
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~20% of total revenue from fee income
The combined bank will also feature a Tangible Common Equity to Tangible Assets ratio of ~9.6% and a Common Equity Tier 1 Capital Ratio of ~10.5%, according to management estimates.
Timing and Approvals
The merger is expected to close in early Q2 2026, pending regulatory and shareholder approvals.
Advisors:
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FirstSun: Stephens Inc. (financial advisor); Nelson Mullins Riley & Scarborough LLP (legal counsel)
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First Foundation: Keefe, Bruyette & Woods (lead advisor), Jefferies LLC (financial advisor); Alston & Bird LLP (legal counsel)
