FSUN · FirstSun Capital Bancorp

FirstSun Capital Bancorp's completion of the merger with First Foundation on April 1, 2026, represents a transformative strategic combination, significantly expanding its scale with pro forma assets of $20.4 billion as of December 31, 2025. The all-stock transaction at a fixed exchange ratio of 0.16083 shares integrates First Foundation's operations, including its bank merging into Sunflower Bank, while introducing governance changes to accommodate key legacy stakeholders. Fortress and Canyon affiliates, as major First Foundation stockholders, gained board representation rights through new letter agreements, designating Henchy R. Enden and Sam Edelson respectively, with rights persisting at 40% ownership retention. These investors also joined the amended Registration Rights Agreement, triggering a required shelf registration for their merger shares, supported by waivers from existing investors. The board expanded to 13 members, adding five legacy directors and Spencer T. Cohn for Castle Creek, alongside resignations of Isabella Cunningham and Diane L. Merdian, enhancing institutional investor influence. Financially, FirstSun assumed $150 million in subordinated notes due 2032 at 3.50% fixed-to-floating rates, bolstering its capital structure. Charter amendments authorized 20 million non-voting shares to manage ownership concentrations above 4.99%, with economic parity to voting shares but conversion restrictions tied to regulatory status. Thomas C. Shafer's appointment as Executive Vice Chairman, with a $1.09 million base and substantial incentives under an assumed employment agreement, signals continuity in leadership. Lock-up agreements impose staged 24-month transfer restrictions on certain shares, stabilizing post-merger ownership. Overall, the transaction fortifies FirstSun's regional banking presence while balancing stakeholder interests through tailored governance.