Firstsun Capital Bancorp · NASDAQ:FSUN
Firstsun Capital Bancorp — Merger or Acquisition (October 2025)
49 slides from Firstsun Capital Bancorp's merger presentation, Oct 27, 2025
Slide 1: Creating the Southwest's Premier Banking Franchise
CREATING THE SOUTHWEST’S PREMIER BANKING FRANCHISE Unlocking Value via Strategic M&A October 27, 2025
Slide 2: Disclaimer & Forward Looking Statements
Disclaimer & Forward Looking Statements Cautionary Note Regarding Forward-Looking Statements Statements included in this communication which are not historical in nature are intended to be, and hereby are identified as, “forward-looking statements” within the meaning, and subject to the protections
Slide 3: Disclaimer & Forward Looking Statements (cont.)
Disclaimer & Forward Looking Statements (cont.) Additional Information About the Merger and Where to Find It This communication is being made in respect of the proposed transaction between FirstSun and First Foundation. In connection with the proposed transaction, FirstSun will file a registration s
Slide 4: Disclaimer & Forward Looking Statements (cont.)
Disclaimer & Forward Looking Statements (cont.) Pro Forma Forward-Looking Data Neither FirstSun's nor First Foundation's independent registered public accounting firms have studied, reviewed or performed any procedures with respect to the pro forma forward-looking financial data for the purpose of i
Slide 5: Presenters Agenda
Presenters Agenda = I. Transaction Overview & Industrial Logic Neal E. Arnold Chief Executive Officer FirstSun Capital Bancorp (FSUN) & Re-Positioning Plan: Unlocking the Core II. Franchise Sunflower Bank III. SoCal: A Highly Attractive Market Opportunity Migration to a Higher Quality Business Mix &
Slide 6: I. Transaction Overview & Industrial Logic
= I. Transaction Overview & Industrial Logic 6
Slide 7: Creating a Powerful & Differentiated Franchise in the Best Growth Markets in the U.S.
Creating a Powerful & Differentiated Franchise in the Best Growth Markets in the U.S. Materially Accelerates FirstSun’s Expansion Strategy in Southern California Significant balance sheet re-positioning plan will unlock First Foundation’s core franchise with dramatic $17B $7B 85% 9.6% reduction in r
Slide 8: Combined Company Positioned in Top-Tier Markets with a Head Start in SoCal
Combined Company Positioned in Top-Tier Markets with a Head Start in SoCal Presence in 8 of the Top 10 Largest Operating in 5 of the Top 10 Thoughtful, Measured, Expansion of MSAs in Central & Western U.S.(1) Fastest Growing Large MSAs(2) Existing FSUN Franchise into Western states Rank Rank • In mi
Slide 9: Summary of Transaction Terms
FirstSun Capital Bancorp (“FirstSun” or “FSUN”) First Foundation Inc. (“First Foundation” or “FFWM”) Summary of Transaction Terms • FirstSun Capital Bancorp is the legal acquiror; First Foundation Inc. merges into FSUN • FFWM balance sheet is marked-to-market • 100% stock consideration Structure and
Slide 10: Compelling Investment Thesis
Compelling Investment Thesis Industrial Logic Boils Down to Three Key Elements Three Key Elements 1 • ~$3.4 billion asset and high-cost funding down-sizing Re-Positioning Plan: • Down-sizing focused on non-relationship, rate-sensitive elements on Unlocking the Core both sides of the balance sheet Fr
Slide 11: II. Re-Positioning Plan: Unlocking the Core Franchise
= II. Re-Positioning Plan: Unlocking the Core Franchise 11
Slide 12: Unlocking a Complementary Franchise
Unlocking a Complementary Franchise First Foundation Has Simple & Efficient Core Businesses Pro Forma California & Arizona Branch Footprint Primary Business Lines Pro Forma Deposits By MSA San Francisco, Sacramento, CA 1% CA Branch Wealth Multi-family 8% Banking (FFA(1)) Lending Phoenix, 19% AZ $6.7
Slide 13: Unlocking a Complementary Franchise: Core Deposit Franchise
Unlocking a Complementary Franchise First Foundation Has a Core Deposit Franchise That Can Be Unlocked & Grown with FSUN’s Playbook FFWM Deposit Composition FSUN Has a Powerful Organic Growth Playbook for Deposits Data since closing of Pioneer Bancshares, Inc. acquisition in April 2022 Core / Relati
Slide 14: Key Elements of the Re-Positioning Plan
Key Elements of the Re-Positioning Plan Liabilities / Funding Paydown Earning Assets to Liquidate ~$1.4 billion ~$650 million Shared National Credits FHLB Borrowings ~$856 million of Brokered Deposits ~$1.2 billion NOO CRE / Multi-family Loans ~$470 million Long-Term Municipal Loans ~$1.1 billion Hi
Slide 15: Key Highlights of the Balance Sheet Re-Positioning Plan
Key Highlights of the Balance Sheet Re-Positioning Plan Re-Positioning Key Elements ✓ Reduce high-cost, rate- sensitive funding Standalone + Re-Positioning = Adjusted Standalone Pro Forma (1) 6/30/2025 Impacts 6/30/2025 6/30/2025 Combined ✓ Downsize wholesale @ Closing(2) funding (brokered deposits,
Slide 16: Re-Positioning and Migrating to a Higher Margin Business Will Unlock Significant Earnings Power
Re-Positioning and Migrating to a Higher Margin Business Will Unlock Significant Earnings Power Unlocking FFWM Earnings Power Net Interest Margin (%) Core ROAA (%) 4.07% 3.99% 1.44% 1.45% 3.78% 1.28% A• Improved earnings via loan “back book” re-pricing and shorter duration, higher beta liabilities r
Slide 17: III. SoCal: A Highly Attractive Market Opportunity
= III. SoCal: A Highly Attractive Market Opportunity 17
Slide 18: Geographic Attractiveness & Opportunity in Southern California
Geographic Attractiveness & Opportunity in Southern California There is a Lack of Core Southern California is one of the best Material consolidation has Middle Market Commercial and Largest banking markets in the U.S. occurred in SoCal since the GFC(1) Banks Heavily Focused in SoCal(2) SoCal Overall
Slide 19: The SoCal Market Has Unparalleled Size & Density
The SoCal Market Has Unparalleled Size & Density Top 5 MSAs in the U.S. by GDP FSUN Major Metro Markets $2,275 $899 $899 Total FSUN to enter Deposits ($B) $601 greater Tampa/Naples $457 market via FFWM $421 $421 transaction $346 $180 $108 $108 $82 $69 San Tampa + San New1York SoCal 2 3 Francisco Chi
Slide 20: Opportunity to Scale the Pro Forma Combined California Franchise
Opportunity to Scale the Pro Forma Combined California Franchise Substantial Opportunity to Grow the Combined Branch Network Southern California Banks Look A Lot Like FSUN Deposits Per Branch ($M) Top 15 Largest HQ'ed Total Deposit (1) SoCal Banks Growth Potential of $3.4 Billion if the Market $278
Slide 21: IV. Migration to a Higher Quality Business Mix & Growth Potential
= IV. Migration to a Higher Quality Business Mix & Growth Potential 21
Slide 22: FSUN Has a Demonstrated M&A Playbook
FSUN Has a Demonstrated M&A Playbook Track Record + Lessons Learned in Difficult M&A Deals Lessons Learned Migrating Acquired Franchise’s Business Mix to FSUN’s Mix & Quality ✓ FSUN has a demonstrated playbook in down- Asset Growth Over Time ($B) Regulatory CRE ($B) sizing CRE concentration of acqui
Slide 23: Highly Diversified Loan Portfolio
Highly Diversified Loan Portfolio • Upside growth potential from multiple origination engines – without building concentrations – FSUN’s commercial & industrial exposure is reduced from 42% standalone total loans to 29% pro forma – FFWM’s multi-family exposure is reduced from 47% standalone total lo
Slide 24: Well-Balanced and Diverse Combined Deposit Base
Well-Balanced and Diverse Combined Deposit Base • Core deposits are well balanced across both consumer and commercial franchises • Access to diverse markets and funding sources enables low beta – Pro forma beta of ~50.1% • Limited reliance on wholesale funding – Plan in place to significantly reduce
Slide 25: Robust and Complementary Fee Income Streams
Robust and Complementary Fee Income Streams ~$150 million of Pro Forma Fee Income Composition by Type Retail & • Complementary mix of non-overlapping revenue Card Other 13% – FSUN brings commercial treasury management (TM) and mortgage 15% Commercial Treasury Management (TM) – FFWM brings wealth / t
Slide 26: V. Accelerating Stockholder Value Creation
V. Accelerating Stockholder Value Creation 26
Slide 27: Resulting Combined Company – Top Tier Performance & Well Positioned Balance Sheet
Resulting Combined Company – Top Tier Performance & Well Positioned Balance Sheet Financial Impact(1) $ in billions @ 6/30/2025 Pro Forma @ Close Balance Sheet and Capital (1) GAAP Basis Cash Basis (2) Assets $8.4 $16.5 Mid-to-High Gross Loans (ex. HFS) $6.5 $12.0 30%+ Single Digit % Fully Phased-in
Slide 28: Compelling Financial Impacts & Positioned for Upside Market Performance
Compelling Financial Impacts & Positioned for Upside Market Performance $13 - $30 Billion Nationwide Peers Median Top Quartile Run Rate Profitability (1) FSUN pro forma 2027E; peers are MRQ ROATCE 13.3% 12.7% 13.5% ROAA 1.45% 1.09% 1.25% Efficiency Ratio 58% 55% 53% Fee Income / Revenue 20.4% 17.8%
Slide 29: Thoughtful Capital Utilization with Immediate and Significant Ongoing Flexibility
Thoughtful Capital Utilization with Immediate and Significant Ongoing Flexibility Higher Returns Than a Share Buyback Significant Annual CET1 Capital Generation $ in Millions 2027E FSUN Standalone Net Income $114.3 Illustrative $290 FFW M Earnings with Cost Sav ings 86.6 Million Share Pro Forma Buyb
Slide 30: Limited Downside, Material Upside
Limited Downside, Material Upside Merger Efficiently Levers FSUN Capital ROE Acceleration Positions Pro Forma Valuation and Unlocks FFWM Core Franchise Value to Re-Rate Aligned with High Performers $ in billions 2026E ROATCE vs. Price / Tangible Book Value(1) +$580 million or 51st – 100th percentile
Slide 31: VI. Key Financial Impacts & Model Review
= VI. Key Financial Impacts & Model Review 31
Slide 32: Key Merger Assumptions
Key Merger Assumptions • FSUN and FFWM standalone projections based on FSUN management projections utilizing a Consensus forward rate curve Earnings (short-term rate cuts: 2 cuts in Q4 2025, 1 cut in Q1 2026, and 1 cut in Q2 2026) • Pro Forma reflects management’s outlook for the combined company •
Slide 33: Balance Sheet & Capital Outlook
Balance Sheet & Capital Outlook Assets ($B) TCE / TA (%) Capital Management Strategy $18.3 • Thoughtful capital utilization $17.6 $16.5 $16.9 with ~2-year recovery period 11.9% 11.5% 11.6% for capital ratios 10.5% 9.6% 8.4% • Immediate and significant ongoing capital flexibility $8.4 • Pro forma FSU
Slide 34: Interest Rate Risk Mitigation Plan
Interest Rate Risk Mitigation Plan Two hedging strategies to be executed: 1) Fair Value / Goodwill Hedging Strategy (announcement-to close time period) 2) Post-closing Profitability Hedge - mitigating remaining FFWM NIM sensitivity risk in an up rate environment Fair Value / Goodwill Hedging Strateg
Slide 35: VII. Integration & Due Diligence
= VII. Integration & Due Diligence 35
Slide 36: Robust Due Diligence Process & Integration Framework
Robust Due Diligence Process & Integration Framework Comprehensive Due Diligence Process Integration • Mutual comprehensive due diligence coordinated and led by key executives from FirstSun and First Foundation – Extensive mutual credit file diligence performed by a single, well- regarded third-part
Slide 37: Loan Due Diligence Overview
Loan Due Diligence Overview Comprehensive Loan Due Diligence Key Portfolio Observations • Sound underwriting overall Scope of Loan Due 750+ $7B 80%+ • Real estate secured predominantly originated at sub 60% LTVs Loan In balances of commercial and solid DSC Diligence Files portfolio • Multi-family 50
Slide 38: Risk-Adjusted Return Assessment
Risk-Adjusted Return Assessment • FSUN has superior credit-adjusted NIMs over 1, 3, and 5 years • FFWM has had industry best credit performance • Opportunity to continue C&I lending playbook in SoCal $13 - $30B Nationwide Peers $10 - $100B Peers Median Median C&I / Loans 42.1% 6.6% 18.1% 40.2% Credi
Slide 39: VIII. Conclusion
= VIII. Conclusion 39
Slide 40: FSUN's Playbook Works: Best-in-Class Per Share Compounding CAGRs
FSUN’s Playbook Works: Best-in-Class Per Share Compounding CAGRs Revenue Per Share CAGR Core EPS CAGR TBV Per Share CAGR 2018YE-2025Q2 CAGR 2018YE-2025Q2 CAGR 2018YE-2025Q2 CAGR • FSUN has grown revenue and EPS materially faster 22.4% than peers while protecting 8.1% 9.8% and growing TBV levels, eve
Slide 41: Complete Alignment on Combined Company Vision & Opportunity
Complete Alignment on Combined Company Vision & Opportunity Compelling Strategic & Economic Merits Key Decisions Made Balance sheet re-positioning plan creates $3B+ balance sheet down-size plan strong risk/reward dynamic Massive opportunity to scale up combined SoCal franchise and build on FSUN’s Go
Slide 42: IX. Appendix
= IX. Appendix 42
Slide 43: Pro Forma Capitalization and Liquidity
Pro Forma Capitalization and Liquidity Pro Forma Capitalization Free Float Comparison: Pre and Post Deal Public float shares in millions FSUN Insider Retail / Other 50% 55% 10% 9% Hale Family 21% Insider and Affiliates 48% 24.2 42% FFWM 18% Insider 13.8 Institutional Insiders and Affiliates The Hale
Slide 44: FSUN Q3 Snapshot
FSUN Q3 Snapshot For Fiscal Periods Ended FSUN Q3 2025 Highlights Q3 2024 FY 2024A Q1 2025 Q2 2025 Q3 2025 Balance Sheet ($M) Total Assets $8,138 $8,097 $8,216 $8,436 $8,495 ( 1) 4.07% 1.09% Total Gross Loans 6,516 6,438 6,550 6,598 6,767 Reserv es 83 88 92 83 84 Net Interest Margin Return on Averag
Slide 45: FFWM Q3 Snapshot
FFWM Q3 Snapshot Commentary For Fiscal Periods Ended Q3 2024 Q1 2025 Q2 2025 Q3 2025 • Total assets increased in Q3 2025 from the Balance Sheet ($M) prior quarter driven by higher deposit Total Assets $13,377 $12,588 $11,588 $11,910 balances ( 1) Total Gross Loans 9,877 8,997 8,025 7,770 • Reserves
Slide 46: Pro Forma Net Income and EPS Reconciliation
Pro Forma Net Income and EPS Reconciliation $ in thousands, except per share Pro Forma Earnings 2026 Fully-Phased Full Year 2027 Diluted Shares Diluted Shares GAAP ($M) (millions) $ per share GAAP ($M) (millions) $ per share FSUN 2027E Standalone Net Income $105 28.4 $3.68 $114 28.5 $4.01 FFW M 2027
Slide 47: Tangible Book Value Dilution Reconciliation
Tangible Book Value Dilution Reconciliation $ in thousands, except per share Tangible Book Value per Share Impact Goodwill Calculation $ Shares $ $ millions (mm) per share millions (1) FirstSun Capital Bancorp (FSUN): (A) Consideration to First Foundation (FFWM) $785 Estimated Standalone Tangible Bo
Slide 48: Non-GAAP Reconciliation
Non-GAAP Reconciliation $ in thousands, except per share For The Quarter Ended 6/30/2025 For The Quarter Ended 9/30/2025 FirstSun Capital First Foundation FirstSun Capital First Foundation Bancorp Inc. Bancorp Inc. Tangible Assets Total Assets (GAAP) $8,435,861 $11,588,362 $8,495,437 $11,910,044 Les
Slide 49: Key Terms and Definitions
Key Terms and Definitions Term: Description: Nationwide publicly traded banks and thrifts with most recent quarter reported total assets between $5 $5 - $10B Peers and $10 billion, excluding mutuals and merger targets Defined as Orange, Los Angeles, San Bernardino, Imperial, Riverside, San Diego, Sa
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