Acquisition of First Foundation Inc. |
3 Months Ended |
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Mar. 31, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Acquisition of First Foundation Inc. | Acquisition of First Foundation Inc. On April 1, 2026, FirstSun completed its previously announced acquisition of First Foundation Inc. (“First Foundation”), pursuant to the Agreement and Plan of Merger dated October 27, 2025, by and between FirstSun and First Foundation, as amended (the “Merger Agreement”). At the effective time of the merger (the “Effective Time”), First Foundation merged with and into FirstSun, with FirstSun surviving the merger. Immediately following the merger, First Foundation Bank, a California-chartered banking corporation and wholly owned subsidiary of First Foundation, merged with and into the Bank, with the Bank continuing as the surviving bank. Because the merger closed after quarter-end, the historical consolidated financial results of First Foundation are not included in FirstSun’s consolidated financial results for the quarter ended March 31, 2026. Under the terms of the Merger Agreement, at the Effective Time, each share of First Foundation common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares specified in the Merger Agreement) became entitled to receive 0.16083 of a share of FirstSun common stock (the “exchange ratio”), with cash paid in lieu of any fractional shares. In addition, at the Effective Time, each then-outstanding share of First Foundation Series A Noncumulative Convertible Preferred Stock (the “Series A stock”) and Series C Non-Voting Common Equity Equivalent Stock (the “Series C stock” and together with the Series A stock, the “First Foundation Preferred Stock”) was 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 into immediately prior to the Effective Time, subject to certain exceptions. In connection with the merger, we issued approximately 16.1 million voting shares and 2.6 million non-voting shares of FirstSun common stock to stockholders of First Foundation, with the stock consideration valued at approximately $682.8 million as of March 31, 2026, the last trading day before consummation of the acquisition. In addition, we made an aggregate cash payment of $17.5 million to First Foundation warrant holders and assumed First Foundation non-vested restricted stock awards with an estimated pre-combination vesting value of $3.3 million.
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