FirstSun Capital Bancorp and First Foundation Announce Transformational All-Stock Merger to Create a Premier Regional Banking Franchise
FirstSun Capital Bancorp (Nasdaq: FSUN), the Dallas-based holding company of Sunflower Bank, N.A., and First Foundation Inc. (NYSE: FFWM), the Irvine, California-based financial services firm that operates First Foundation Bank and First Foundation Advisors, announced a landmark merger that will create one of the most dynamic regional banks in the United States.
Under the terms of the definitive merger agreement, unanimously approved by both companies’ boards of directors, First Foundation will merge with and into FirstSun, which will remain as the surviving holding company. Immediately following that step, First Foundation Bank will merge into Sunflower Bank, which will also continue as the surviving institution. The combined company will retain the FirstSun name at the holding company level and Sunflower Bank at the banking level, uniting two complementary franchises under a shared brand focused on growth and stability.
Transaction Overview
The all-stock transaction will see First Foundation’s common and preferred shareholders receive 0.16083 shares of FirstSun common stock for each First Foundation share they own on a fully converted basis. In addition, First Foundation’s warrant holders will exercise their warrants early, receiving FirstSun shares and $17.5 million in aggregate cash consideration.
The total transaction value, including the warrant-related cash payment, is estimated at $785 million, based on FirstSun’s closing share price on October 24, 2025. Following completion, FirstSun stockholders will own approximately 59.5% of the combined entity, while First Foundation shareholders will hold 40.5%.
This merger is expected to significantly enhance FirstSun’s growth trajectory, diversify its revenue mix, and expand its presence across key U.S. markets, especially in the highly competitive Southern California banking landscape.
Leadership and Governance
Upon completion of the merger, the combined company’s leadership structure will blend experience from both organizations:
- Mollie Hale Carter will continue as Executive Chairman of FirstSun and Sunflower Bank.
- Neal Arnold will remain as Chief Executive Officer, President, and Director.
- Rob Cafera will continue as Chief Financial Officer.
- Tom Shafer, currently CEO of First Foundation, will assume the role of Vice Chairman of the combined company.
Additionally, five current directors from First Foundation will join the FirstSun Board of Directors, ensuring representation from both institutions and a seamless integration of leadership philosophies.
Executive Commentar
“This merger represents a truly exciting opportunity to strengthen our platform for long-term, sustainable growth,” said Mollie Hale Carter, Executive Chairman of FirstSun and Sunflower Bank. “By joining forces with First Foundation, we’re expanding our earnings power, enhancing our capabilities, and positioning the combined company as a premier regional bank with a powerful footprint across some of the country’s most dynamic markets.”
Carter emphasized that the merger aligns perfectly with FirstSun’s strategic focus on high-growth regions such as Southern California, one of the nation’s most competitive and economically vibrant banking markets. “Together, we can leverage FirstSun’s proven commercial and industrial (C&I)-focused growth strategy at a larger scale while deepening our specialty business lines. This combination creates significant opportunities for our customers, employees, and shareholders alike.”
Echoing those sentiments, Tom Shafer, CEO of First Foundation, added, “Joining forces with FirstSun marks an exciting new chapter for First Foundation. The merger will strengthen our ability to deliver exceptional financial services while expanding our reach across key markets. Our employees remain the driving force behind our success, and this partnership will only amplify our ability to serve our clients.”
Shafer also highlighted the growth prospects for First Foundation Advisors, the firm’s private wealth management division. “This merger provides us with greater scale and resources to expand lending and deposits within our existing client base and accelerate the growth of our wealth management platform across the combined organization’s extensive footprint.”
Strategic Rationale and Industrial Logic
The merger between FirstSun and First Foundation is strategically designed to create a stronger, more diversified financial institution with increased scale, efficiency, and profitability.
Key strategic benefits include:
- Enhanced Geographic Reach:
The combined company will have a strong presence across major growth markets, particularly in Southern California, where FirstSun plans to accelerate its expansion across 18 branch locations. - Diversified Business Model:
The transaction repositions First Foundation’s balance sheet toward a higher-margin, profitability-driven business mix, aligning with FirstSun’s commercial and deposit-focused model. - Robust Financial Performance:
The merger is projected to deliver top-tier pro forma profitability, supported by a well-balanced revenue mix that includes significant fee-based income sources. - Accelerated Growth Trajectory:
The deal positions the combined company to continue building upon FirstSun’s industry-leading organic growth rate, while unlocking new opportunities across commercial, wealth management, and retail segments. - Long-Term Value Creation:
The combined entity will benefit from improved efficiency, enhanced risk management, and expanded capabilities to serve clients through both digital and physical banking channels.
Financial Benefits and Pro Forma Metrics
The financial advantages of the merger are substantial. Based on management projections, the transaction is expected to deliver over 30% earnings per share (EPS) accretion by 2027 and achieve a tangible book value earn-back period of just 3.3 years.
On a pro forma basis, the combined organization is projected to report the following 2027 financial metrics:
- Total Assets: ~$17 billion
- Total Assets Under Management (AUM): ~$6.8 billion
- Tangible Common Equity: ~$1.6 billion
- Tangible Common Equity to Tangible Assets Ratio: ~9.6%
- Common Equity Tier 1 (CET1) Capital Ratio: ~10.5%
- Return on Average Assets (ROAA): ~1.45%
- Return on Average Tangible Common Equity (ROTCE): ~13.3%
- Fee Income to Total Revenue: ~20%
These figures demonstrate a financially strong and well-capitalized institution poised for long-term success and shareholder value creation.
Integration Timeline and Approvals
The companies expect to close the merger in early Q2 2026, pending regulatory approvals and approval by the stockholders of both FirstSun and First Foundation. Integration planning is already underway to ensure a seamless transition for clients, employees, and stakeholders.
Both companies have expressed confidence that the combined scale, resources, and market positioning will allow the merged entity to compete effectively against larger national and regional banks while maintaining the community-focused service model that customers value.
Advisors to the Transaction
To ensure a fair and strategic process, both companies engaged highly regarded financial and legal advisors:
- For FirstSun:
- Stephens Inc. served as exclusive financial advisor and provided a fairness opinion to the board.
- Nelson Mullins Riley & Scarborough LLP served as legal counsel.
- For First Foundation:
- Keefe, Bruyette & Woods (a Stifel Company) served as lead financial advisor and rendered a fairness opinion.
- Jefferies LLC also acted as a financial advisor and provided a fairness opinion to First Foundation’s board.
- Alston & Bird LLP served as legal counsel.
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