Transaction will create a premier $17 billion bank operating in the nation's best growth markets

   --  Unlocking value via a material balance sheet re-positioning strategy: 
      approximately $3.4 billion planned down-size of non-core assets 
 
   --  Substantially accelerates FirstSun's de novo expansion strategy in the 
      highly attractive Southern California marketplace 
 
   --  Combined entity will migrate to best-in-class performance metrics with 
      a high quality business mix, including $6.8 billion in pro forma AUM and 
      20% fee income-to-revenue ratio 
 
   --  Top-tier performance metrics on a pro forma combined basis: 1.45% ROAA 
      and 13.3% ROATCE 
 
   --  30%+ accretion to FSUN's 2027 estimated EPS 
 
   --  Highly experienced combined management team with proven expertise and 
      track record in executing on balance sheet re-positioning and M&A 
      integration 
 
   --  Significant pro forma insider and affiliate ownership estimated at 48% 
 
DENVER, CO and IRVING, TX--(BUSINESS WIRE)--October 27, 2025-- 

FirstSun Capital Bancorp ("FirstSun," or the "Company") (Nasdaq: FSUN), the holding company of Dallas-based Sunflower Bank, N.A. ("Sunflower Bank") and First Foundation Inc. ("First Foundation") (NYSE: FFWM), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors and Irvine, California-based First Foundation Bank ("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 (the "Merger"). 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.

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.

Advisors

Stephens Inc. is serving as exclusive financial advisor and rendered a fairness opinion to FirstSun's board of directors. Nelson Mullins Riley & Scarborough LLP served as legal counsel to FirstSun.

Keefe Bruyette and Woods, A Stifel Company, is serving as lead advisor to First Foundation and provided a fairness opinion to First Foundation's board of directors. Jefferies LLC is serving as financial advisor to First Foundation and rendered a fairness opinion to First Foundation's board of directors. Alston & Bird LLP served as legal counsel to First Foundation.

Joint Conference Call

FirstSun and First Foundation will conduct a conference call on Tuesday, October 28, 2025, at 10:00 a.m. ET. Neal Arnold, CEO of FirstSun, Tom Shafer, CEO of First Foundation, and Rob Cafera, CFO of FirstSun will discuss the proposed merger between FirstSun and First Foundation.

A question-and-answer session for analysts will follow the presentation. Stockholders, analysts and other interested parties may register in advance at https://www.netroadshow.com/events/login?show=9130aa58&confId=84897. Access details will be provided via email upon completion of registration.

Participants may call in by dialing (833) 470-1428 for toll-free within the US and (404) 975-4839 for all other locations. The conference ID number is 154988. Phone numbers for international participants are listed at https://www.netroadshow.com/events/global-numbers?confId=48643.

Alternatively, individuals may listen to the live webcast of the presentation by visiting the link on the Events & Presentations page of FirstSun's website. An audio replay of the live webcast is expected to be available following the live event on the Events & Presentations page of FirstSun's website.

About FirstSun Capital Bancorp

FirstSun Capital Bancorp (NASDAQ: FSUN), headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, N.A., headquartered in Dallas, Texas, which operates as Sunflower Bank and First National 1870. Sunflower Bank provides a full range of relationship-focused services to meet personal, business and wealth management financial objectives, with depository branches in seven states and mortgage capabilities in 43 states. FirstSun had total consolidated assets of $8.5 billion as September 30, 2025.

First National 1870 is a division of Sunflower Bank, N.A. To learn more, visit ir.firstsuncb.com or SunflowerBank.com.

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