Merger Agreement

On October 27, 2025, FirstSun Capital Bancorp ("FirstSun") and First Foundation Inc. ("First Foundation") entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the "Merger Agreement") pursuant to which First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving corporation (the "Merger"). Immediately following the completion of the Merger, an subject to the occurrence of the Merger, First Foundation's wholly-owned subsidiary bank, First Foundation Bank, will merge with and into FirstSun's wholly-owned subsidiary bank, Sunflower Bank, National Association ("Sunflower Bank"), with Sunflower Bank continuing as the surviving bank (the "Bank Merger").

The respective board of directors of each of FirstSun and First Foundation unanimously approved the Merger Agreement. Subject to the receipt of requisite regulatory approvals and stockholder approvals from each of FirstSun and First Foundation and satisfaction or waiver of other closing conditions, certain of which are described below, the parties anticipate that the Merger will close early in the second quarter of 2026.

Merger Consideration. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, FirstSun will exchange shares of its common stock for all of the outstanding shares of First Foundation stock. First Foundation common stockholders will be entitled to receive 0.16083 of a share of FirstSun common stock for each share of First Foundation common stock they own upon the effective time of the Merger (the "Effective Time"). Upon completion of the Merger, First Foundation stockholders are expected to comprise approximately 40.5% of the outstanding shares of the combined company.

At the Effective Time, each then-outstanding share of First Foundation Series A Noncumulative Convertible Preferred Stock and Series C Non-Voting Common Equity Equivalent Stock (together, the "First Foundation Preferred Stock") will be converted into the right to receive 0.16083 of a share of FirstSun common stock for each share of First Foundation common stock into which the First Foundation Preferred Stock was convertible immediately prior to the Effective Time, subject to certain exceptions.

At the Effective Time, each outstanding and unvested time-based restricted stock unit award tied to First Foundation common stock will be assumed and converted into a restricted stock unit award for FirstSun common stock. The number of FirstSun shares subject to each award will equal the number of First Foundation shares covered by the award immediately prior to the Effective Time, multiplied by the exchange ratio.

At the Effective Time, each outstanding and unvested performance-based restricted stock unit award will be assumed and converted into a restricted stock unit award for FirstSun common stock. The number of FirstSun shares subject to each award will be calculated based on the target performance level immediately prior to the Effective Time, multiplied by the exchange ratio. After conversion, these awards will be subject only to service-based vesting through the end of the original performance period and will no longer include performance conditions.

Treatment of First Foundation Warrants. Certain holders of First Foundation warrants (the "First Foundation Warrants") to acquire shares of First Foundation Series C Non-Voting Common Equity Equivalent Stock (the "Series C Stock") have entered into a Warrant Exercise and Termination Agreement. Under this agreement, immediately prior to the Effective Time and contingent on the closing of the Merger, each then-outstanding warrant will be exercised and terminated. In exchange, warrantholders will receive Series C Stock, along with an aggregate cash payment of approximately $17.5 million. Following the Effective Time, any First Foundation Warrants that remain unexercised will be modified under the applicable warrant agreement. Specifically, the Series C Stock subject to the unexercised warrant will become exercisable for FirstSun common stock, rounded to the nearest whole share based upon the conversion formula provided in the Merger Agreement.

Charter Amendment. The Merger Agreement provides that FirstSun will amend its certificate of incorporation (the "Charter Amendment") to increase its authorized common stock and to create a new class of non-voting common stock. This new class of stock may be issued to former First Foundation stockholders who, as a result of the Merger, would otherwise receive more than 4.99% of FirstSun's outstanding common stock and elect to receive non-voting shares instead. Approval and adoption of the Charter Amendment by FirstSun stockholders is a condition to closing the Merger.