FirstSun Capital Bancorp and First Foundation have agreed to merge in an all-stock transaction valued at approximately $785 million, creating a $17 billion regional bank with a strong presence in some of the nation’s fastest-growing markets, including Southern California.
The deal, unanimously approved by the boards of both companies, will combine the strengths of Dallas-based Sunflower Bank and Irvine-based First Foundation Bank under the FirstSun and Sunflower Bank brands following the closing.
Under the terms of the merger, First Foundation shareholders will receive 0.16083 shares of FirstSun common stock for each First Foundation share on a fully converted basis. First Foundation warrant holders will exercise their warrants early, receiving FirstSun stock and an additional $17.5 million in aggregate cash consideration. Upon completion, FirstSun shareholders will own 59.5% of the combined company, while First Foundation shareholders will hold 40.5%.
The transaction represents a significant step forward for both institutions, establishing a powerful franchise with approximately $6.8 billion in pro forma assets under management, a 20% fee income-to-revenue ratio, and top-tier profitability metrics, including a projected return on average assets of 1.45% and return on average tangible common equity of 13.3%. Management estimates the deal will result in more than 30% earnings-per-share accretion by 2027 with an earn-back period of 3.3 years on tangible book value dilution.
FirstSun’s leadership team will continue in their current roles following the merger. Executive Chairman Mollie Hale Carter, CEO and President Neal Arnold, and CFO Rob Cafera will remain in their positions. And First Foundation CEO Tom Shafer will assume the role of Vice Chairman of the combined company. Five First Foundation directors will join the new board.
The merger also accelerates FirstSun’s ongoing expansion strategy, particularly in Southern California, where the combined organization will operate across an 18-branch network. The integration is expected to unlock additional value through a balance sheet repositioning strategy, including the planned downsizing of approximately $3.4 billion in non-core assets, improving capital efficiency and profitability.
The combined entity aims to sustain and build upon FirstSun’s industry-leading growth rates, supported by a high-quality business mix, strong capital ratios, and robust organic growth potential. The company projects tangible common equity at closing of about $1.6 billion, a tangible common equity-to-assets ratio of roughly 9.6%, and a common equity tier 1 capital ratio of 10.5%.
The merger is expected to close in early Q2 2026, subject to regulatory and shareholder approvals.
KEY QUOTES:
“We are thrilled to welcome the customers and team members of First Foundation to the FirstSun and Sunflower Bank family. 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.”
Mollie Hale Carter, Executive Chairman of FirstSun and Sunflower Bank
“Joining forces with FirstSun marks an exciting new chapter for 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.”
Tom Shafer, CEO of First Foundation
