FirstSun Capital Bancorp美股招股说明书(2026-01-15版)

To the Stockholders of FirstSun Capital Bancorp and First Foundation Inc.: On October 27, 2025, FirstSun Capital Bancorp, which we refer to as “FirstSun,” and First Foundation Inc., which we refer to as “First Foundation,”entered into an Agreement and Plan of Merger, as it may be amended, modified or supplemented from time to time in accordance with its terms, which we referto as the “merger agreement,” that provides for the combination of FirstSun and First Foundation. Following the merger, FirstSun will immediately implement acomprehensive balance sheet repositioning plan. This will involve the sale, securitization, or run-off of select First Foundation loans and a reduction in higher-cost funding sources. These steps are designed to strengthen the combined company’s capital position, enhance its credit profile, improve liquidity, and support amore diversified, relationship-focused business model. The merger and the planned balance sheet repositioning will create a premier bank in the Southwest withapproximately $17 billion in assets. Under the merger agreement, First Foundation will merge with and into FirstSun, with FirstSun continuing as the survivingcorporation, in a transaction we refer to as the “merger.” Immediately following the completion of the merger, First Foundation’s wholly-owned subsidiary, FirstFoundation Bank, a California state-chartered bank, will merge with and into FirstSun’s wholly-owned subsidiary, Sunflower Bank, National Association, anational banking association, with Sunflower Bank as the surviving bank, in a transaction we refer to as the “bank merger.” If the merger is completed, each share of First Foundation common stock issued and outstanding immediately prior to the effective time (except forshares owned by First Foundation or FirstSun or any of their respective wholly owned subsidiaries, other than shares (i) held by First Foundation or FirstSun orany of their respective wholly owned subsidiaries in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agencycapacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by First Foundation or FirstSun or any of their respective wholly ownedsubsidiaries in respect of debts previously contracted) will be converted into the right to receive 0.16083 of a share of FirstSun common stock, plus cash in lieu ofany fractional shares. Additionally, if the merger is completed, each outstanding share of First Foundation Series A Noncumulative Convertible Preferred Stockand each outstanding share of First Foundation Series C Non-Voting Common Equity Equivalent Stock (collectively the “First Foundation preferred stock”),which are currently convertible into First Foundation common stock at the rate of 1,000 shares of First Foundation common stock per share of preferred stock,will be converted into the right to receive 0.16083 of a share of FirstSun common stock, plus cash in lieu of fractional shares, for the number of shares of FirstFoundation common stock into which such First Foundation preferred stock were convertible immediately prior to the effective time of the merger except for (i)shares of First Foundation preferred stock owned by First Foundation or FirstSun or any of their respective wholly owned subsidiaries, in each case, other thanthose held in certain trust or managed accounts or in a fiduciary or agency capacity, or (ii) shares of First Foundation preferred stock held by First Foundation orFirstSun or any of their respective wholly owned subsidiaries in respect of debts previously contracted, which will be cancelled. If, as a result of the merger, aFirst Foundation stockholder would otherwise receive shares of FirstSun common stock that would cause the holder to own more than 4.99% of the totaloutstanding shares of FirstSun common stock immediately following the merger (after giving effect to the conversion of all First Foundation shares), the holdermay elect instead to receive an equivalent number of shares of FirstSun non-voting common stock for the portion that would exceed the 4.99% threshold. Tomake this election, a First Foundation stockholder must notify FirstSun in writing of the election to receive non-voting common stock within ten business daysafter the effective time of the merger. Immediately prior to the effective time of the merger, each outstanding warrant to acquire shares of First Foundation Series C Non-Voting CommonEquity Equivalent Stock, with an issue date of July 8, 2024, which we refer to as First Foundation warrants, will be exercised and terminated pursuant to aWarrant Exercise and Termination Agreement, the “WETA.” All outstanding First Foundation warrants will be settled in accordance with the WETA.Immediately prior to the effective time of the merger, each holder of First Foundation warrants will automatically exercise its warrants on a cashless basis andreceive First Foundation Series C Non-Voting Common Equity Equiv