FirstSun Capital and First Foundation to Merge in $785 Million Deal

FirstSun Capital Bancorp and First Foundation Inc. have announced a definitive agreement to merge in an all-stock transaction valued at approximately $785 million. The merger, disclosed on October 27, 2025, aims to create a regional banking entity with combined assets totaling around $17 billion.

Under the terms of the agreement, First Foundation shareholders will receive 0.16083 shares of FirstSun common stock for each share of First Foundation common stock they own. Additionally, First Foundation's warrant holders will exercise their warrants early, receiving FirstSun common stock and an aggregate cash consideration of $17.5 million. 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 organization is projected to have total assets of approximately $17 billion and assets under management of about $6.8 billion. The merger is anticipated to enhance FirstSun's expansion into the Southern California market, leveraging First Foundation's existing presence in the region. Leadership of the new entity will include Mollie Hale Carter as Executive Chairman, Neal Arnold as CEO and President, and Tom Shafer, current CEO of First Foundation, as Vice Chairman. Five current First Foundation directors will also join the combined company's board.

Financial advisors for the transaction include Stephens Inc. serving as the exclusive financial advisor to FirstSun, and Keefe Bruyette & Woods acting as the lead advisor to First Foundation. Following the announcement, First Foundation's shares gained approximately 8%, while FirstSun’s shares declined by about 4%.

This merger reflects a broader trend of consolidation in the regional banking sector amid credit concerns and economic uncertainties. For instance, Nicolet Bankshares recently announced an $864 million stock purchase of MidWestOne Financial Group.

The merger is expected to deliver more than 30% accretion to FirstSun’s 2027 estimated earnings per share, with an anticipated 3.3-year earnback period on tangible book value dilution. The combined entity aims to achieve a return on average assets of approximately 1.45% and a return on average tangible common equity of about 13.3% by 2027.

The transaction is subject to customary closing conditions, including receipt of required regulatory approvals and approval by the stockholders of each company. Both companies have expressed confidence in the strategic benefits of the merger, emphasizing the potential for enhanced performance and growth in key markets.