FirstSun Capital Bancorp and First Foundation Announce $785 Million Merger

FirstSun Capital Bancorp (NASDAQ: FSUN) and First Foundation Inc. (NYSE: FFWM) announced on October 27, 2025, a definitive agreement to merge in an all-stock transaction valued at approximately $785 million. This strategic consolidation aims to create a regional banking entity with approximately $17 billion in total assets and $6.8 billion in assets under management.

Under the terms of the agreement, First Foundation shareholders will receive 0.16083 shares of FirstSun common stock for each share they own. Additionally, First Foundation's warrant holders are set to receive FirstSun shares along with a total of $17.5 million in cash. Post-merger, FirstSun shareholders will own 59.5% of the combined entity, while First Foundation shareholders will hold 40.5%. The transaction is expected to close in the second quarter of 2026, pending regulatory and shareholder approvals.

The combined institution will operate under the FirstSun and Sunflower Bank brands, significantly expanding FirstSun's presence into Southern California. Leadership roles post-merger include Mollie Hale Carter continuing as Executive Chairman, Neal Arnold as CEO and President, and Tom Shafer, current CEO of First Foundation, serving as Vice Chairman.

FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the holding company for Sunflower Bank, N.A., offering a full range of financial services to commercial and consumer clients. As of the third quarter of 2025, FirstSun reported net income of $23.2 million, with a net interest margin of 4.07%.

First Foundation Inc., based in Dallas, Texas, provides personal banking, business banking, and private wealth management services through its subsidiaries, First Foundation Advisors and First Foundation Bank. The company operates 30 branch and office locations across five states: California, Texas, Nevada, Hawaii, and Florida.

The merger is anticipated to deliver compelling financial benefits, with estimated 2027 earnings per share accretion of over 30% and a tangible book value dilution earn-back period of approximately 3.3 years. Pro forma financial metrics for the combined company include a tangible common equity at closing of approximately $1.6 billion, a tangible common equity to tangible assets ratio of about 9.6%, and a common equity tier 1 capital ratio of approximately 10.5%.

Market reactions to the announcement were mixed. Following the news, First Foundation's shares gained approximately 8%, while FirstSun’s shares declined by about 4%.

This merger represents a significant consolidation in the regional banking sector, aiming to strengthen the combined entity's balance sheet and expand its market presence, particularly in Southern California. The transaction is expected to close in the second quarter of 2026, subject to regulatory and shareholder 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 for the transaction include Stephens Inc., serving as exclusive financial advisor to FirstSun, with Nelson Mullins Riley & Scarborough LLP as legal counsel. Keefe Bruyette and Woods, A Stifel Company, is serving as lead advisor to First Foundation, with Alston & Bird LLP as legal counsel.

A joint conference call to discuss the merger is scheduled for Tuesday, October 28, 2025, at 10:00 a.m. ET, featuring Neal Arnold, CEO of FirstSun; Tom Shafer, CEO of First Foundation; and Rob Cafera, CFO of FirstSun.

This strategic move underscores the ongoing trend of consolidation within the regional banking industry, as institutions seek to enhance their competitive positioning and operational efficiencies in a rapidly evolving financial landscape.