First Foundation (FFWM) Proxy Filing summary

Executive summary

• FirstSun Capital Bancorp and First Foundation Inc. have agreed to merge, with FirstSun as the surviving entity; the transaction is structured as an all-stock merger with a fixed exchange ratio of 0.16083 FirstSun shares per First Foundation share, plus cash in lieu of fractional shares.

• The combined company will have approximately $17 billion in assets and will immediately implement a balance sheet repositioning plan to strengthen capital, improve liquidity, and diversify the business model.

• The merger is expected to close in the second quarter of 2026, subject to regulatory and shareholder approvals, and will be accounted for as a business combination using the acquisition method.

• Legacy FirstSun shareholders will own about 59.5% and legacy First Foundation shareholders about 40.5% of the combined company post-merger.

Voting matters and shareholder proposals

• Both companies will hold special meetings on February 27, 2026, for shareholders to vote on the merger and related proposals.

• FirstSun shareholders will vote on the merger, an increase in authorized shares, creation of non-voting common stock, and potential adjournment.

• First Foundation shareholders will vote on the merger, a non-binding say-on-pay for executive compensation, an adjournment proposal, and an advisory vote on amendments to FirstSun’s certificate of incorporation.

• Board recommendations are unanimously in favor of all proposals at both companies.

Board of directors and corporate governance

• The post-merger board will have 13 directors: 8 from FirstSun and 5 from First Foundation.

• Certain First Foundation investors will have ongoing board representation rights.

• Lock-up agreements restrict transfer of shares received by certain First Foundation shareholders for up to 24 months post-closing.