SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Firstsun Capital Bancorp – ‘S-4’ on 3/8/24

On:  Friday, 3/8/24, at 4:57pm ET   ·   Accession #:  1552781-24-90   ·   File #:  333-277799

Previous ‘S-4’:  ‘S-4/A’ on 8/6/21   ·   Latest ‘S-4’:  This Filing   ·   8 References:   To:  Firstsun Capital Bancorp – ‘10-K’ on 3/7/24 for 12/31/23 To:  HomeStreet, Inc. – ‘10-K’ on 3/6/24 for 12/31/23 To:  Firstsun Capital Bancorp – ‘8-K’ on 1/19/24 for 1/15/24 To:  HomeStreet, Inc. – ‘8-K’ on 1/19/24 for 1/16/24 To:  Firstsun Capital Bancorp – ‘8-K’ on / for 1/16/24 To:  Firstsun Capital Bancorp – ‘8-K’ on 1/9/24 for 1/4/24 To:  Firstsun Capital Bancorp – ‘10-Q’ on 11/5/21 for 9/30/21 To:  Firstsun Capital Bancorp – ‘S-4’ on 7/26/21 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/08/24  Firstsun Capital Bancorp          S-4                    9:3.7M                                   2ENGAGE/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration Statement - Securities for a Merger    HTML   2.69M 
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     13K 
 3: EX-23.4     Consent of Expert or Counsel                        HTML      6K 
 4: EX-23.5     Consent of Expert or Counsel                        HTML      6K 
 5: EX-23.6     Consent of Expert or Counsel                        HTML      6K 
 9: EX-FILING FEES  Filing Fees                                     HTML     26K 
 6: EX-99.1     Miscellaneous Exhibit                               HTML      7K 
 7: EX-99.2     Miscellaneous Exhibit                               HTML     10K 
 8: EX-99.3     Miscellaneous Exhibit                               HTML      7K 

As filed with the U.S. Securities and Exchange Commission on March 8, 2024

File No. 333-_________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FIRSTSUN CAPITAL BANCORP
(Exact Name of Registrant as Specified in its Charter)

1400 16^th Street, Suite 250

Denver, Colorado 80202
(303) 831-6704

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Neal E. Arnold
Chief Executive Officer and President
FirstSun Capital Bancorp
1400 16^th Street, Suite 250
Denver, Colorado 80202
(303) 831-6704

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)              o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   o

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to the shares of FirstSun Capital Bancorp common stock to be issued in the mergers has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MARCH 8, 2024

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

To the Shareholders of HomeStreet, Inc.:

On behalf of the board of directors of HomeStreet, Inc., which we refer to as “HomeStreet,” we are pleased to enclose the accompanying proxy statement/prospectus relating to, among other matters, the proposed combination of FirstSun Capital Bancorp, which we refer to as “FirstSun,” and HomeStreet. We are requesting that you take certain actions as a holder of HomeStreet common stock.

On January 16, 2024, FirstSun, HomeStreet, and Dynamis Subsidiary, Inc., a Washington corporation and wholly-owned subsidiary of FirstSun organized for the purposes of carrying out the merger, 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 refer to as the “merger agreement,” that provides for the combination of FirstSun and HomeStreet. The transaction will create a premier bank in the Southwest and West Coast with approximately $17 billion in assets. Under the merger agreement, Dynamis Subsidiary, Inc. will merge with and into HomeStreet, with HomeStreet remaining as the surviving entity and becoming a wholly-owned subsidiary of FirstSun, in a transaction we refer to as the “merger.” This surviving entity, immediately following the merger and as part of a single integrated transaction, will merge with and into FirstSun, with FirstSun continuing as the surviving corporation, in a transaction we refer to as the “second step merger,” and together with the merger, as the “mergers.” Immediately following the completion of the second step merger, HomeStreet’s wholly-owned subsidiary, HomeStreet Bank, a Washington state-chartered bank, will merge with and into FirstSun’s wholly-owned subsidiary, Sunflower Bank, National Association, a national banking association, with Sunflower Bank as the surviving bank, in a transaction we refer to as the “bank merger.”

If the mergers are completed, each outstanding share of HomeStreet common stock will be converted into the right to receive 0.4345 shares of FirstSun common stock, plus cash in lieu of fractional shares, except for (i) treasury stock and (ii) shares owned by HomeStreet or FirstSun, in each case, other than those held in certain accounts or in a fiduciary or agency capacity, shares held by HomeStreet or FirstSun in respect of debts previously contracted, which will be cancelled, and shares held by shareholders who properly exercise dissenters’ rights. Although HomeStreet shareholders will receive a fixed number of shares of FirstSun common stock, the market value of the merger consideration will fluctuate with the market price of FirstSun common stock and will not be known at the time HomeStreet shareholders vote on the merger agreement.

FirstSun common stock is currently quoted on the OTCQX® Best Market operated by the OTC Markets under the symbol “FSUN”, and as a closing condition to the mergers and undertakings in securities purchase agreements entered into in connection with the execution of the merger agreement, FirstSun will uplist its common stock to The Nasdaq Stock Market (“Nasdaq”) regardless of the mergers being consummated. The closing price of FirstSun common stock on the OTCQX^® Best Market on January 12, 2024, the last day that there were trades in FirstSun common stock before the public announcement of the mergers, was $33.75 per share. The closing price of FirstSun common stock on the OTCQX^® Best Market on [·], 2024, the last practicable trading day before the printing date of this proxy statement/prospectus, was $[·] per share. The shares of FirstSun common stock that will be issued to HomeStreet shareholders in the mergers will be freely transferable.

HomeStreet common stock is traded on Nasdaq under the symbol “HMST.” The closing price of HomeStreet common stock on Nasdaq on January 12, 2024, the last day that there were trades in HomeStreet common stock before the public announcement of the mergers, was $10.77 per share. The closing price of HomeStreet common stock on the Nasdaq on [·], 2024, the last practicable trading day before the printing date of this proxy statement/prospectus, was $[·] per share. The implied value of the merger consideration payable for each share of HomeStreet common stock on January 12, 2024 and [·], 2024 is $14.66 and $[·], respectively. The value of the FirstSun common stock at the time of completion of the mergers could be greater than, less than or the same as the value of FirstSun common stock on the date of the accompanying proxy statement/prospectus or the date of the HomeStreet shareholder meeting. We urge you to obtain current market quotations for HomeStreet and FirstSun common stock.

Immediately following the completion of the mergers, FirstSun stockholders will continue to own shares of FirstSun common stock held by the FirstSun stockholders immediately prior to the completion of the mergers.

Concurrently with the execution of the merger agreement, FirstSun entered into an Upfront Securities Purchase Agreement (the “Upfront Securities Purchase Agreement”), dated January 16, 2024, with certain funds managed by Wellington Management (“Wellington”), pursuant to which, on the terms and subject to the conditions set forth therein, FirstSun sold, and Wellington purchased, for $32.50 per share and an aggregate purchase price of $80 million, approximately 2.46 million shares of FirstSun common stock. This transaction closed on January 17, 2024. Under the terms of the Upfront Securities Purchase Agreement, FirstSun is obligated to issue to Wellington, upon consummation of the mergers, warrants to purchase approximately 1.15 million shares of FirstSun common stock with such warrants having an initial exercise price of $32.50 per share (the “warrants”). The warrants will carry a term of three years, and may be settled on a “net share” basis by applying shares otherwise issuable under the warrants in satisfaction of the exercise price. In the event the mergers are not consummated, no warrants will be issued. Additionally, and concurrently with execution of the merger agreement, FirstSun entered into an Acquisition Finance Securities Purchase Agreement (the “Acquisition Finance Securities Purchase Agreement,” and together with the Upfront Securities Purchase Agreement, the “Investment Agreements”), dated January 16, 2024, with Wellington, Castle Creek Capital Partners VIII, L.P. (“Castle Creek”), and certain other institutional accredited investors. Pursuant to the Acquisition Finance Securities Purchase Agreement, on the terms and subject to the conditions set forth therein, substantially concurrently with the closing of the mergers, the investors will invest an aggregate of $95 million in exchange for the sale and issuance, at a purchase price of $32.50 per share, of approximately 2.92 million shares of FirstSun common stock.

The mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, HomeStreet shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of HomeStreet common stock for FirstSun common stock in the mergers, except with respect to any cash received by HomeStreet shareholders in lieu of fractional shares of FirstSun common stock or from the exercise of dissenters’ rights.

Based on the number of shares of HomeStreet common stock outstanding as of March 4, 2024 and underlying outstanding HomeStreet equity awards as of March 4, 2024 that, at the effective time of the mergers, will be cancelled and entitle the holder to receive a number of shares of FirstSun common stock (for more information, see the section entitled “The Merger— Interests of HomeStreet’s Directors and Executive Officers in the Mergers”), the total number of shares of FirstSun common stock expected to be issued in connection with the mergers is approximately 8,437,632 shares. In addition, based on (i) the number of outstanding shares of FirstSun common stock and HomeStreet common stock as of January 12, 2024, (ii) the exchange ratio of 0.4345, and (iii) upon completion of the FirstSun capital raise transaction and the consummation of the mergers, it is expected that FirstSun stockholders will hold approximately 78% of the issued and outstanding shares of FirstSun common stock and HomeStreet shareholders will hold approximately 22% of the issued and outstanding shares of FirstSun common stock.

Effective January 15, 2024, the holders of a majority of the voting power of FirstSun common stock executed a written consent approving the issuance of common stock to be issued by FirstSun in connection with the mergers. The written consent was signed by the holders of 12,945,632 shares of FirstSun common stock. Accordingly, the holders of approximately 51.9% of the voting power of FirstSun common stock signed the written consent approving such share issuance.

HomeStreet will hold a meeting of its shareholders to ask shareholders to vote to approve the merger agreement and other related matters as described in this proxy statement/prospectus. In addition to the proposal to approve the merger agreement, HomeStreet will ask shareholders to approve a proposal to adjourn the HomeStreet shareholder meeting if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement, elect directors and vote on the other proposals described in the notice that follows this letter.

Your vote is important. HomeStreet and FirstSun cannot complete the mergers unless HomeStreet shareholders approve the merger agreement and the transactions contemplated thereby. The failure of any shareholder to vote will have the same effect as a vote against approving the merger agreement. Accordingly, whether or not you plan to virtually attend the HomeStreet shareholder meeting, you are requested to promptly vote your shares by proxy electronically via the Internet, by telephone or by sending in the appropriate paper proxy card as instructed in these materials.

Certain HomeStreet shareholders have entered into voting and support agreements with FirstSun pursuant to which they have agreed to vote “FOR” the approval of the merger agreement, subject to the terms of the voting and support agreements. The meeting of HomeStreet shareholders will be held virtually on [·], 2024 at [·], Pacific Time at the website www.virtualshareholdermeeting.com/HMST2024SM.

The HomeStreet board of directors has unanimously determined that the merger agreement, the mergers, and the transactions contemplated by the merger agreement are advisable and in the best interests of HomeStreet and its shareholders and unanimously authorized, adopted and approved the merger agreement, the mergers and the transactions contemplated by the merger agreement, and unanimously recommends that HomeStreet shareholders vote “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to named executive officers of HomeStreet in connections with the transactions contemplated by the merger agreement and “FOR” the proposal to adjourn the HomeStreet shareholder meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement. The members of the HomeStreet board of directors have, as shareholders of HomeStreet, agreed to vote their shares of HomeStreet common stock to approve the merger proposal.

This document, which serves as a proxy statement for the HomeStreet shareholder meeting and as a prospectus for the shares of FirstSun common stock to be issued in the mergers to HomeStreet shareholders, describes the meeting of HomeStreet shareholders, the mergers, the documents related to the mergers and other related matters, and the other proposals to be considered by HomeStreet shareholders. Please carefully read this entire proxy statement/prospectus. In particular, you should carefully read the information under the section entitled “Risk Factors” beginning on page 24. You can also obtain information about FirstSun and HomeStreet from documents that have been filed with the U.S. Securities and Exchange Commission that are either incorporated by reference into or attached to the accompanying proxy statement/prospectus.

On behalf of HomeStreet, thank you for your prompt attention to this important matter.

Sincerely,

Mark K. Mason

Chairman, Chief Executive Officer and President

HomeStreet, Inc.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the mergers or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the mergers are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either FirstSun or HomeStreet, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [·], 2024, and it is first being mailed or otherwise delivered to HomeStreet shareholders on or about [·], 2024.

NOTICE OF THE HOMESTREET SHAREHOLDER MEETING
To be held on [·], 2024, [·] a.m. (Pacific Time)
Virtual Meeting Only – No Physical Meeting Location

To the Shareholders of HomeStreet, Inc.:

We are pleased to invite you to virtually attend a meeting of shareholders, which we refer to as the HomeStreet shareholder meeting, of HomeStreet, Inc. (which we refer to as “HomeStreet” and references to “we,” “us,” and “our” for purposes of this notice refer to HomeStreet), to be held via webcast at www.virtualshareholdermeeting/HMST2024SM on [·], 2024 at [·] Pacific time, for the following purposes:

The HomeStreet board of directors has set [·], 2024 as the record date for the HomeStreet shareholder meeting. Only holders of record of HomeStreet common stock at the close of business on [·], 2024 will be entitled to notice of and to vote at the HomeStreet shareholder meeting and any adjournments or postponements thereof.

The affirmative vote of a majority of the outstanding shares of HomeStreet common stock entitled to vote thereon is required to approve the merger proposal. Assuming a quorum is present, approval of each of the merger-related compensation proposal, adjournment proposal, director election proposal (for a non-contested election), compensation (non-merger) proposal and auditor ratification proposal requires that the votes cast in favor of such proposal exceed the votes cast against such proposal. For the frequency of compensation vote proposal, the frequency (one year, two years or three years) receiving the highest number of votes from shareholders present virtually or by proxy at the HomeStreet shareholder meeting and entitled to vote thereon will be considered the frequency preferred by shareholders. HomeStreet will transact no other business at the shareholder meeting, except for business properly brought before the HomeStreet shareholder meeting or any adjournment or postponement thereof. Certain HomeStreet shareholders have entered into voting and support agreements with FirstSun pursuant to which they have agreed to vote “FOR” the approval of the merger agreement, subject to the terms of the voting and support agreements.

HomeStreet shareholders must approve the merger proposal in order for the mergers to occur. If HomeStreet shareholders fail to approve the merger proposal, the mergers will not occur. The proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the HomeStreet shareholder meeting. Please review the proxy statement/prospectus and its annexes carefully and in their entirety.

HomeStreet shareholders who do not vote in favor of the proposal to approve the merger agreement and who deliver a demand for payment before the vote is taken on the merger proposal and comply with all of the requirements of Chapter 23B.13 (“Chapter 23B.13”) of the Washington Business Corporation Act (“WBCA”), which are summarized in the accompanying proxy statement/prospectus, will have the right to seek appraisal of the fair value of their shares of HomeStreet common stock, in accordance with Chapter 23B.13 of the WBCA. Pursuant to Chapter 23B.13, when a proposed merger is to be submitted to a vote at a meeting of shareholders, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights and must be accompanied by a copy of Chapter 23B.13. Accordingly, this notice of the HomeStreet shareholder meeting constitutes notice to the shareholders of HomeStreet common stock of their dissenters’ rights, and a copy of Chapter 23B.13 is attached to the accompanying proxy statement/prospectus as Annex C.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF HOMESTREET COMMON STOCK YOU OWN. Whether or not you plan to virtually attend the HomeStreet shareholder meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions in the enclosed proxy statement/prospectus and on your proxy card. If you hold your shares in “street name” through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The HomeStreet board of directors has unanimously determined that the merger agreement, the mergers, and the transactions contemplated by the merger agreement are advisable and in the best interests of HomeStreet and its shareholders and unanimously authorized, adopted and approved the merger agreement, the mergers and the transactions contemplated by the merger agreement, and unanimously recommends that HomeStreet shareholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal, “FOR” the adjournment proposal, “FOR” the director election proposal, “FOR” the compensation (non-merger) proposal, “FOR” one year as the frequency of future votes to approve executive compensation and “FOR” the auditor ratification proposal.

HomeStreet has adopted a virtual format for the HomeStreet shareholder meeting to provide a safe, consistent and convenient experience to all shareholders regardless of location. You will be able to virtually attend the meeting, submit your questions and comments during the meeting, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/HMST2024SM and entering your control number found on your proxy card or broker instruction letter.

If you have any questions or need assistance with voting, please contact:

OKAPI PARTNERS LLC
1212 Avenue of the Americas
New York, NY 10036
Toll-Free: (877) 566-1922
Email: pmchugh@okapipartners.com 

[·], 2024

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by FirstSun, constitutes a prospectus of FirstSun under Section 5 of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” with respect to the shares of FirstSun common stock to be offered to HomeStreet shareholders in connection with the mergers. This proxy statement/prospectus also constitutes a notice of meeting and proxy statement being used by the HomeStreet board of directors to solicit proxies of HomeStreet shareholders in connection with approval of the mergers and related matters.

All references in this proxy statement/prospectus to “FirstSun” refer to FirstSun Capital Bancorp, a Delaware corporation, all references to “Sunflower Bank” refer to Sunflower Bank, National Association, a national banking association, and all references to “Merger Sub” refer to Dynamis Subsidiary, Inc.

All references in this proxy statement/prospectus to “HomeStreet” refer to HomeStreet, Inc., a Washington corporation, and all references to “HomeStreet Bank” refer to HomeStreet Bank, a Washington state-chartered bank.

All references in this proxy statement/prospectus to the “combined company” refer to FirstSun immediately following completion of the second step merger.

All references in this proxy statement/prospectus to “FirstSun common stock” refer to the common stock of FirstSun, par value $0.0001 per share, and all references in this proxy statement/prospectus to “HomeStreet common stock” refer to the common stock of HomeStreet, no par value.

All references in this proxy statement/prospectus to the “merger agreement” refer to the Agreement and Plan of Merger dated January 16, 2024, by and between FirstSun, HomeStreet, and Merger Sub.

All references in this proxy statement/prospectus to “we,” “our” and “us” refer to FirstSun and HomeStreet collectively, unless otherwise indicated or as the context requires.

You should rely only on the information contained in, attached to or incorporated by reference into the accompanying proxy statement/prospectus. No person has been authorized to give any information or make any representation about the mergers or FirstSun or HomeStreet that differs from, or adds to, the information in this proxy statement/prospectus or in documents that are publicly filed with the SEC. We take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date of this proxy statement/prospectus, and neither the mailing of this proxy statement/prospectus to HomeStreet shareholders nor the issuance of FirstSun common stock in the mergers or investment agreements will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE HOMESTREET SHAREHOLDER MEETING TO BE HELD ON [●], 2024:

The proxy materials, including the proxy statement/prospectus and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available free of charge at [●].

WHERE YOU CAN FIND MORE INFORMATION

Both FirstSun and HomeStreet file annual, quarterly and special or current reports, proxy statements and other business and financial information with the SEC. In addition, FirstSun and HomeStreet file reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from FirstSun at https://ir.firstsuncb.com/investor-relations/default.aspx under the section “Financials and Filings” and then click the tab “View Filings”, or from HomeStreet at https://ir.homestreet.com/corporate-profile/default.aspx under the tab “SEC Filings.”

FirstSun has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This proxy statement/prospectus incorporates by reference documents that FirstSun and HomeStreet have previously filed with the SEC. These documents contain important information about the companies and their financial condition. See “Incorporation of Certain Documents by Reference” beginning on page 162. These documents are available without charge to you upon written or oral request to the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact FirstSun, by calling (303) 962-0150, or HomeStreet, by calling (206) 515-2291.

To obtain timely delivery of these documents, you must request them no later than five business days before the date of the HomeStreet shareholder meeting. This means that to obtain timely delivery of these documents, you must request the information no later than [·], 2024 in order to receive them before the HomeStreet shareholder meeting.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes government, industry and trade association data, forecasts and information that FirstSun and HomeStreet have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys, government agencies and other information available to us, which information may be specific to particular markets or geographic locations. Statements as to market position are based on market data currently available to FirstSun and HomeStreet. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. Although FirstSun and HomeStreet believe these sources are reliable, FirstSun and HomeStreet have not independently verified the information. Some data is also based on FirstSun’s and HomeStreet’s good faith estimates, which are derived from management’s knowledge of the industry and independent sources. FirstSun and HomeStreet believe their internal research is reliable, even though such research has not been verified by any independent sources. While FirstSun and HomeStreet are not aware of any misstatements regarding industry data presented herein, FirstSun’s and HomeStreet’s estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.235 billion in total annual gross revenue during its last fiscal year, FirstSun qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

FirstSun may take advantage of some or all of these provisions through 2026, or such earlier time as FirstSun ceases to qualify as an emerging growth company, which will occur if FirstSun has more than $1.235 billion in total annual gross revenue, if FirstSun issues more than $1.0 billion of non-convertible debt in a three-year period, or if FirstSun is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700.0 million as of any June 30, in which case FirstSun would no longer be an emerging growth company as of the following December 31.

FirstSun expects to take advantage of certain of the reduced reporting and other requirements of the JOBS Act with respect to the periodic reports it files and will file with the SEC and proxy statements that it uses to solicit proxies from its stockholders. As a result, the information that FirstSun provides to its stockholders may be different than what you might receive from other public reporting companies from which you hold equity interests. In addition, the JOBS Act permits FirstSun to take advantage of an extended transition period for complying with new or revised accounting standards affecting public companies. FirstSun has elected to use this extended transition period, which means that the financial information included in this prospectus, as well as any financial statements that it files in the future, may not be subject to all new or revised accounting standards generally applicable to public companies for the transition period as long as it remains an emerging growth company or until it affirmatively and irrevocably opts out of the extended transition period under the JOBS Act. As a result, FirstSun’ financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you may have regarding the mergers between FirstSun Capital Bancorp (“FirstSun”) and HomeStreet, Inc. (“HomeStreet”) and the meeting of the shareholders of HomeStreet and the other matters being proposed for the HomeStreet shareholder meeting. We urge you to read this section carefully, as well as the entirety of this proxy statement/prospectus, including all annexes and exhibits, because the information in this section may not provide all the information that might be important to you in determining how to vote regarding the mergers and the other matters being proposed for the HomeStreet shareholder meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus. See “Where You Can Find More Information” on page ii.

To approve the merger agreement and related matters, as well as the other matters described in this proxy statement/prospectus, HomeStreet has called a meeting of its shareholders. This document serves as the proxy statement for the HomeStreet shareholder meeting because HomeStreet’s board of directors is soliciting proxies from its shareholders and the document describes the proposals to be presented at the HomeStreet shareholder meeting.

This document is also a prospectus being delivered to HomeStreet shareholders because, pursuant to the merger agreement, FirstSun is offering shares of FirstSun common stock to HomeStreet shareholders in exchange for HomeStreet common stock as merger consideration.

This proxy statement/prospectus contains important information about the mergers and the other proposals described in this proxy statement/prospectus that will be voted on at the HomeStreet shareholder meeting and important information on the investment agreements and information to consider in connection with an investment in FirstSun common stock. You should read the proxy statement/prospectus and all annexes and exhibits hereto in their entirety, carefully. The enclosed materials allow you to have your shares of HomeStreet common stock voted by proxy without attending the HomeStreet shareholder meeting. Your vote is important and we encourage you to submit your proxy as soon as possible whether or not you plan to virtually attend the HomeStreet shareholder meeting.

At the effective time, the merger agreement provides that each outstanding HomeStreet restricted stock unit granted after December 31, 2023 (a “2024 HomeStreet RSU”) will automatically be converted into a FirstSun restricted stock unit award in respect of a number of shares of FirstSun common stock equal to (x) the number of shares of HomeStreet common stock subject to the 2024 HomeStreet RSU immediately prior to the effective time multiplied by (y) the exchange ratio (the “Converted RSU Awards”). Each Converted RSU Award will be subject to the same terms and conditions, including payment of accrued dividends upon vesting, as applied to the corresponding 2024 HomeStreet RSU immediately prior to the effective time, provided that time-based vesting conditions will accelerate upon the earlier of (i) a termination of employment of the applicable holder of such Converted RSU Award without Cause or for Good Reason (each as defined in the 2014 Plan and 2024 HomeStreet RSU), (ii) the date on which the system conversion of the banking operations of FirstSun and HomeStreet is completed (or up to 30 days thereafter, at FirstSun’s discretion), (iii) six months from the closing date or (iv) any earlier vesting date or event required by the 2024 HomeStreet RSU prior to the effective time.

Additionally, and concurrently with execution of the merger agreement, FirstSun entered into an Acquisition Finance Securities Purchase Agreement (the “Acquisition Finance Securities Purchase Agreement,” and together with the Upfront Securities Purchase Agreement, the “Investment Agreements”) with Wellington, Castle Creek and certain other institutional accredited investors. Pursuant to the Acquisition Finance Securities Purchase Agreement, on the terms and subject to the conditions set forth therein, substantially concurrently with the closing of the mergers, such investors will invest an aggregate of $95 million in exchange for the sale and issuance, at a purchase price of $32.50 per share, of approximately 2.92 million shares of FirstSun common stock.

The Acquisition Finance Securities Purchase Agreement investment is contingent upon the merger closing in accordance with the terms of the merger agreement and are subject to the satisfaction or waiver of certain other closing conditions. See the information provided in the section entitled “The Mergers—Investment Agreements” beginning on page 66.

In order to complete the mergers, among other things, HomeStreet shareholders must approve the HomeStreet merger proposal. The approval of neither the merger-related compensation proposal nor the adjournment proposal is a condition to the obligations of HomeStreet or FirstSun to complete the mergers.

In addition to the merger-related proposals, HomeStreet shareholders will be asked to consider and vote on the following four proposals:

Standard: Approval of the merger proposal requires the affirmative vote of at least a majority of the outstanding shares of HomeStreet common stock. HomeStreet shareholders must approve the merger proposal in order for the mergers to occur. If HomeStreet shareholders fail to approve the HomeStreet merger proposal, the mergers will not occur and HomeStreet shareholders will not receive the merger consideration.

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy card or fail to instruct your bank or broker how to vote with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

Standard: Approval of the merger-related compensation proposal, compensation (non-merger) proposal, adjournment proposal, and auditor ratification proposal requires the votes cast by shareholders of HomeStreet in favor of the proposal to exceed the votes cast by shareholders of HomeStreet against the proposal at the HomeStreet shareholder meeting.

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy card or fail to instruct your bank or broker how to vote with respect to any of these proposals, you will be deemed not to have cast a vote with respect to the proposal for which you failed to vote, marked “ABSTAIN” or failed to instruct your bank or broker, and it will have no effect on the proposal.

Standard: Assuming a quorum is present, and in accordance with HomeStreet’s Amended and Restated Bylaws, dated July 25, 2019, in an uncontested election, the number of votes cast for a director nominee must exceed the votes cast against the director nominee for the director to be elected.

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy card or fail to instruct your bank or broker how to vote with respect to the director election proposal, you will be deemed not to have cast a vote, marked “ABSTAIN” or failed to instruct your bank or broker, with respect to the proposal and it will have no effect on the proposal.

Standard: Assuming a quorum is present, the frequency (one year, two years or three years) receiving the highest number of votes from shareholders present virtually or by proxy at the HomeStreet shareholder meeting and entitled to vote thereon will be considered the frequency preferred by the shareholders.

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy card or fail to instruct your bank or broker how to vote with respect to the frequency of compensation vote proposal, you will be deemed not to have cast a vote, marked “ABSTAIN” or failed to instruct your bank or broker, with respect to the proposal and it will have no effect on the proposal.

If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m. Eastern Time on the day before the HomeStreet shareholder meeting. If you intend to submit your proxy by mail, your completed proxy card must be received before the HomeStreet shareholder meeting.

If you are a HomeStreet shareholder as of the Record Date, and you virtually attend the HomeStreet shareholder meeting through the website provided using the control number from your proxy card or voting instruction materials, you may vote your shares associated with that control number online during the HomeStreet shareholder meeting. Whether or not you intend to be virtually present at the HomeStreet shareholder meeting, you are urged to complete, sign, date and return the enclosed proxy card to HomeStreet in the enclosed postage-paid envelope or submit a proxy by telephone or via the Internet as described on the enclosed instructions as soon as possible. If you then virtually attend and wish to vote your shares during the meeting, your original proxy may be revoked by virtually attending and voting at the HomeStreet shareholder meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to vote your shares at the HomeStreet shareholder meeting. Please contact your bank, broker or other nominee if you want to obtain a legal proxy to vote your shares.

Only HomeStreet shareholders or their duly authorized and constituted proxies may virtually attend the HomeStreet shareholder meeting. The control number printed on your proxy card or voting instruction materials is required to virtually attend the meeting through the website at www.virtualshareholdermeeting.com/HMST2024SM regardless of whether you are a registered shareholder or a beneficial shareholder. HomeStreet has been advised that Google Chrome and Microsoft Edge browsers will give the best user experience for participation in the virtual meeting.

HomeStreet’s Chairman of the Board and Chief Executive Officer is expected to lead the meeting, and members of the HomeStreet board of directors are expected to be present and available during the HomeStreet shareholder meeting. During the HomeStreet shareholder meeting, you will be able to hear the business of the meeting as it is conducted, vote your shares if you have not already done so, access information that would normally be available at an in-person meeting, including the list of shareholders entitled to vote at the meeting, and submit questions to be answered by HomeStreet’s Chairman of the Board. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

The virtual HomeStreet shareholder meeting has been designed to provide substantially the same rights to participate as you would have at an in-person meeting. Shareholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able to submit questions before and during the meeting through the virtual meeting portal. To submit a question, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HMST2024SM, type your question into the “Ask a Question” field, and click “Submit.” Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. In order to promote fairness and efficient use of time, HomeStreet will respond to up to two questions from a single shareholder and may not be able to respond to all questions. FirstSun and certain advisors are expected guests.

The virtual HomeStreet shareholder meeting website will be hosted by Broadridge. In the event you have any technical difficulties logging into the meeting, support from Broadridge will be available. For more information, please go to the virtual meeting website, where you will be able to find additional information on technical support matters.

Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to HomeStreet or by voting at the HomeStreet shareholder meeting, unless you provide a legal proxy, executed in your favor, from the broker, bank or other nominee that is the record holder of your shares. In addition to such legal proxy, if you plan to attend the HomeStreet shareholder meeting virtually, but you are not a shareholder of record because you hold your shares in “street name,” you will receive voting instructions from your broker, bank or other nominee, which will include a control number that you can use to virtually attend the HomeStreet shareholder meeting.

If you hold your shares in “street name” through a bank, broker, or other holder of record, you should contact your record holder to change your vote.

OKAPI PARTNERS LLC

1212 Avenue of the Americas

New York, NY 10036

Toll-Free: (877) 566-1922

Email: pmchugh@okapipartners.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding FirstSun’s and HomeStreet’s outlook or expectations with respect to the mergers, including the expected costs to be incurred and cost savings to be realized in connection with the mergers, the expected impact of the mergers on the combined company’s future financial performance (including anticipated accretion to earnings per share), the assumed purchase accounting adjustments, other key transaction assumptions, the timing of the closing of the mergers and consequences of the integration of the businesses and operations of FirstSun and HomeStreet. Words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions are intended to identify such forward-looking statements. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of either company. Forward-looking statements speak only as of the date they are made and FirstSun and HomeStreet assume no duty to update forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Actual results may differ materially from current projections.

In addition to factors identified elsewhere in this proxy statement/prospectus (including the “Risk Factors” beginning on page 24), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a forward-looking statement.

RISK FACTORS

An investment by HomeStreet shareholders in FirstSun common stock as a result of the mergers involves certain risks. Certain material risks and uncertainties connected with the merger agreement and the investment agreements and transactions contemplated thereby, including the mergers and bank merger, and ownership of FirstSun common stock are discussed below. Additionally, FirstSun and HomeStreet have discussed certain other material risks connected with the ownership of FirstSun common stock and with FirstSun’s business, and with the ownership of HomeStreet common stock and HomeStreet’s business, respectively, under the caption “Risk Factors” appearing in their Annual Reports on Form 10-K most recently filed with the SEC and their Quarterly Reports on Form 10-Q filed with the SEC for the first, second and third quarters of 2023, and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that FirstSun or HomeStreet may file with the SEC after the date of this proxy statement/prospectus.

Holders of HomeStreet common stock should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus in deciding whether to vote for approval of the proposals at the HomeStreet shareholder meeting described herein. The risks described in this proxy statement/prospectus may adversely affect the value of FirstSun common stock that you, as an existing holder of HomeStreet common stock, will hold upon consummation of the mergers, and could result in a significant decline in the value of FirstSun common stock and cause the current holders of HomeStreet common stock to lose all or part of the value of their investment in FirstSun common stock.

Risks Related to the Mergers

Because the exchange ratio is fixed and the market price of FirstSun common stock will fluctuate, HomeStreet shareholders cannot be certain of the market value of the merger consideration they will receive.

Upon completion of the mergers, each outstanding share of HomeStreet common stock, except for treasury stock or shares owned by HomeStreet or FirstSun (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted), will be converted into the right to receive 0.4345 shares of FirstSun common stock. This exchange ratio is fixed in the merger agreement. The market value of the merger consideration will vary from the closing price of FirstSun common stock on the date FirstSun and HomeStreet announced the mergers, on the date that this proxy statement/prospectus is mailed to HomeStreet shareholders, on the date of the HomeStreet shareholder meeting, and on the date the mergers are completed. Any change in the market price of FirstSun common stock prior to the completion of the mergers will affect the market value of the merger consideration that HomeStreet shareholders will receive upon completion of the mergers, and there will be no adjustment to the merger consideration for changes in the market price of either shares of FirstSun common stock or HomeStreet common stock.

Changes in the market price of FirstSun common stock and HomeStreet common stock may result from a variety of factors, including, but not limited to, changes in sentiment in the market regarding FirstSun’s and HomeStreet’s assets, liabilities, operations or business prospects, including market sentiment regarding FirstSun’s and/or HomeStreet’s entry into the merger agreement, and any potential changes to the merger agreement.

Changes in the market price of FirstSun common stock and HomeStreet common stock may result from a variety of factors, including, but not limited to, changes in sentiment in the market regarding FirstSun’s or HomeStreet’s assets, liabilities, operations or business prospects, including changes in interest rates, changes in market sentiment to FirstSun’s and/or HomeStreet’s entry into the HomeStreet merger agreement, and any potential changes to the merger agreement. These risks may also be affected by:

Many of these factors are outside the control of FirstSun and HomeStreet. Accordingly, at the time of the HomeStreet shareholder meeting, HomeStreet shareholders will not know the precise market value of the merger consideration that HomeStreet shareholders will receive upon completion of the mergers. You should obtain current market quotations for both FirstSun common stock and HomeStreet common stock.

The fairness opinion received by the HomeStreet board of directors from KBW has not been, and is not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of such opinion.

The fairness opinion of KBW was rendered to the HomeStreet board of directors on January 15, 2024. Changes in the operations and prospects of HomeStreet, general market and economic conditions, and other factors which may be beyond the control of HomeStreet may have altered the value of HomeStreet or the sale prices of shares of HomeStreet common stock as of the date of this proxy statement/​prospectus, or may alter such value and sale prices by the time the mergers are completed. The opinion from KBW, dated January 15, 2024, does not speak as of any date other than the date of such opinion.

The success of the mergers and bank merger will depend on a number of uncertain factors and may cause the market price of FirstSun common stock or HomeStreet common stock to fluctuate.

The success of the mergers will depend on a number of factors, including, without limitation:

​

​

​

​

Additionally, no assurance can be given that the business and operations of HomeStreet will not adversely affect FirstSun’s existing profitability, that FirstSun will be able to achieve results in the future similar to those achieved by its existing banking business, or that FirstSun will be able to manage any growth resulting from the mergers effectively.

Combining FirstSun and HomeStreet may be more difficult, costly or time consuming than expected and FirstSun may fail to realize the anticipated benefits of the mergers.

The success of the mergers will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of FirstSun and HomeStreet. To realize the anticipated benefits and cost savings from the mergers, FirstSun and HomeStreet must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If FirstSun and HomeStreet are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the mergers could be less than anticipated, and integration may result in additional unforeseen expenses. For reference, as of the date of signing the merger agreement, the pre-tax costs savings for the transaction were estimated to be approximately $55 million or an approximate 11% reduction of the combined company’s run-rate expense base. An inability to realize the full extent of the anticipated benefits of the mergers, as well as any delays encountered in the integration process, could have an adverse effect upon the capital position, revenues, levels of expenses and operating results of the combined company following the completion of the mergers, which may adversely affect the value of the common stock of the combined company following the completion of the mergers.

FirstSun and HomeStreet have operated and, until the completion of the mergers, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the mergers. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of FirstSun and HomeStreet during this transition period and for an undetermined period after completion of the mergers on the combined company.

The combined company may be unable to retain HomeStreet personnel successfully after the mergers are completed.

The success of the mergers will depend in part on the combined company’s ability to retain the talents and dedication of employees currently employed by HomeStreet. The consummation of the mergers will expand FirstSun’s market areas to include operations in Washington, California, Hawaii, Oregon and other smaller markets, and retaining HomeStreet personnel within such markets is important to the success of the integration of the operations and business of HomeStreet and the success of the combined company. It is possible that these employees may decide not to remain with HomeStreet while the mergers are pending or with the combined company after the mergers are consummated. If employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating HomeStreet to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, FirstSun may not be able to locate suitable replacements for any such employees who leave the combined company, or to offer employment to potential replacements on reasonable terms. Further, FirstSun’s lack of operating experience in HomeStreet’s existing markets may adversely impact the combined company’s ability to successfully compete in such market areas without retaining HomeStreet’s employees.

The combined company expects to incur substantial expenses related to the mergers.

The combined company expects to incur substantial expenses in connection with completing the mergers and combining the business, operations, networks, systems, technologies, policies and procedures of FirstSun and those of HomeStreet. Although FirstSun and HomeStreet have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the mergers could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the completion of the mergers.

In addition, before completing the mergers, each of FirstSun and HomeStreet will incur or have incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. In preparation for the consummation of the mergers, the companies will also incur the additional costs and expenses of preparing and filing the Registration Statement of which this proxy statement/prospectus forms a part, printing and mailing the proxy statement/prospectus to solicit HomeStreet shareholder approval of the merger proposal, and all filing and other fees expected to be paid to the SEC, bank regulatory authorities and other governmental agencies in connection with the proposed mergers. If the mergers are not completed, FirstSun and HomeStreet would have to recognize these expenses without realizing the anticipated benefits of the mergers.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the mergers.

Before the mergers and the bank merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve, the OCC and other regulatory authorities. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Mergers—Regulatory Approvals Required for the Mergers” beginning on page 68. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; changes in legislation or the political environment, including as a result of changes of the U.S. executive administration, or Congressional leadership and regulatory agency leadership.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the mergers or will otherwise reduce the anticipated benefits of the mergers. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the mergers. Additionally, the completion of the mergers is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Despite the parties’ commitments to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, neither FirstSun, HomeStreet nor their respective subsidiaries are required under the terms of the merger agreement to take any action, commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the mergers. See the section entitled “The Mergers—Regulatory Approvals Required for the Mergers” beginning on page 68.

The unaudited pro forma combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations of the combined company after the mergers may differ materially.

The unaudited pro forma combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the mergers been completed on the dates indicated. The unaudited pro forma combined financial information reflects adjustments, which are based upon preliminary estimates, to record the HomeStreet identifiable assets acquired and liabilities assumed at fair value, and to record any resulting bargain purchase gain. The fair value estimates reflected in this proxy statement/prospectus are preliminary, and final amounts will be based upon the actual consideration paid and the fair value of the assets and liabilities of HomeStreet as of the date of the completion of the mergers, which fair value is directly impacted by, among other things, changes in interest rates. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 92.

Certain of HomeStreet’s directors and executive officers may have interests in the mergers that may differ from, or be in addition to, the interests of holders of HomeStreet common stock generally.

Holders of HomeStreet common stock should be aware that some of HomeStreet’s directors and executive officers may have interests in the mergers and have arrangements that are different from, or in addition to, those of holders of HomeStreet common stock generally. These interests and arrangements may create potential conflicts of interest. The HomeStreet board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the mergers and merger agreement, and in recommending that shareholders vote to approve the merger agreement. The actual financial condition and results of operations of the combined company after the mergers may differ materially from those reflected in the unaudited pro forma combined financial information in this proxy statement/prospectus. For a more complete description of these interests, please see the section entitled “The Mergers—Interests of HomeStreet’s Directors and Executive Officers in the Mergers” beginning on page 57.

Shareholder litigation could prevent or delay the completion of the mergers or otherwise negatively impact the business and operations of FirstSun and HomeStreet.

Holders of common stock of FirstSun or HomeStreet may file lawsuits against FirstSun, HomeStreet and/or the directors and officers of either company in connection with the mergers. One of the conditions to the closing of the mergers is that there must be no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the mergers or any of the other transactions contemplated by the merger agreement. If any plaintiff were successful in obtaining an injunction prohibiting FirstSun or HomeStreet from completing the mergers or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the mergers and could result in significant costs to FirstSun or HomeStreet, including any cost associated with the indemnification of directors and officers of each company. FirstSun and HomeStreet may incur costs in connection with the defense or settlement of any stockholder or shareholder lawsuits filed in connection with the mergers. Such litigation could have an adverse effect on the financial condition and results of operations of FirstSun and HomeStreet and could prevent or delay the completion of the mergers.

The merger agreement may be terminated in accordance with its terms, and the mergers may not be consummated.

The obligation of the merger agreement parties to consummate the mergers is subject to a number of conditions that must be satisfied or waived in order to consummate the mergers. Those conditions include, among other things: (i) receiving the requisite approval by the HomeStreet shareholders of certain matters relating to the mergers at HomeStreet’s meeting of shareholders; (ii) the receipt of the requisite regulatory approvals and that no requisite regulatory approval contains any materially burdensome condition; (iii) the absence of any order, injunction, decree or other legal restraint preventing the consummation of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement illegal; and (iv) the registration statement of which this proxy statement/prospectus is a part becoming effective by the SEC under the Securities Act. Each party’s obligation to consummate the mergers is also subject to certain additional conditions, including: (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party (including the absence of any material adverse effect, as defined in the merger agreement); (b) the performance in all material respects by the other party of its obligations under the merger agreement; (c) the receipt by each party of an opinion from its counsel to the effect that the mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code; (d) the FirstSun common stock issued in the mergers having been authorized for listing on Nasdaq; and (e) FirstSun taking all necessary actions to elect or appoint the legacy HomeStreet directors to the board of directors of the combined company and combined bank.

These conditions to the consummation of the mergers may not be satisfied or waived in a timely manner or at all, and, accordingly, the mergers may not be consummated. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite HomeStreet shareholder approval, or FirstSun or HomeStreet may elect to terminate the merger agreement in certain other circumstances, including by FirstSun upon the occurrence of a material adverse effect under certain circumstances with respect to HomeStreet or by HomeStreet upon the occurrence of a material adverse effect under certain circumstances with respect to FirstSun.

Termination of the merger agreement could negatively affect HomeStreet.

If the mergers are not completed for any reason, including as a result of HomeStreet shareholders failing to approve the merger proposal, there may be various adverse consequences. For example, HomeStreet’s businesses may be affected adversely by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, without realizing any of the anticipated benefits of completing the mergers. Additionally, if the merger agreement is terminated under certain circumstances, HomeStreet or FirstSun may be required to pay the other party a termination fee of $10 million.

Each investor’s investment under the Acquisition Finance Securities Purchase Agreement is conditioned upon the substantially concurrent closing of the mergers.

Concurrently with its entry into the merger agreement, FirstSun entered into an Acquisition Finance Securities Purchase Agreement with Wellington, Castle Creek and certain other institutional accredited investors. Pursuant to the Acquisition Finance Securities Purchase Agreement, substantially concurrently with the closing of the mergers, such investors will invest an aggregate of $95 million in exchange for the sale and issuance, at a purchase price of $32.50 per share, of approximately 2.92 million shares of FirstSun common stock.

Failure to consummate the mergers and investments could negatively impact FirstSun and HomeStreet. Although FirstSun has legally binding agreements with such investors under Acquisition Finance Securities Purchase Agreement pursuant to which such investors (in the aggregate) have agreed to invest $95 million in FirstSun’s common stock substantially concurrently with the consummation of the mergers, the obligation of each such investor to make such investment is subject to various conditions. Failure to consummate (or a delay in consummating) the investments may cause the failure or delay in the ability of the parties to consummate the mergers. The consummation of the mergers is subject to the receipt of requisite regulatory approval, approval of the HomeStreet shareholders and the satisfaction of other closing conditions. If the mergers are not completed for any reason, including as a result of HomeStreet shareholders failing to approve the merger proposal at the HomeStreet shareholder meeting or the imposition of a materially burdensome condition resulting in either FirstSun or HomeStreet refusing to consummate the mergers, there may be various adverse consequences and FirstSun and HomeStreet may experience negative reactions from the financial markets and from their customers and employees. For example, FirstSun’s business and HomeStreet’s business may each be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, without realizing any of the anticipated benefits of consummating the mergers.

Additionally, if the merger agreement is terminated, the market price of the FirstSun common stock and/or the HomeStreet common stock could decline to the extent that current market prices reflect a market assumption that the mergers and/or, in the case of FirstSun, the investments will be beneficial and will be consummated. FirstSun or HomeStreet also could be subject to litigation related to any failure to complete the mergers or, in the case of FirstSun, the investments or to proceedings commenced against FirstSun or HomeStreet to perform its obligations under the merger agreement or, in the case of FirstSun, the investment agreements. If the merger agreement is terminated under certain circumstances, HomeStreet may be required to pay a termination fee of $10 million to FirstSun.

The Acquisition Finance Securities Purchase Agreement may be terminated in accordance with its terms and such investment may not be consummated.

The obligation of the parties to the Acquisition Finance Securities Purchase Agreement to consummate the investments is subject to a number of conditions which must be satisfied or waived in order to consummate the investments. Those conditions include, among other things: (i) the substantially concurrent consummation of the mergers and the satisfaction of the conditions to the mergers under the merger agreement; (ii) no purchaser or any of its affiliates, for purposes of any bank regulation or law, shall collectively be deemed to own, control or have the power to vote securities which would represent more than the greater of 9.9% (or 4.9% if such purchaser is a bank holding company) of any class of voting securities of FirstSun outstanding at such time or any greater limit provided by the Federal Reserve applicable to such purchaser (such as Wellington in which the Federal Reserve, subject to certain conditions, permits Wellington to own more than 9.9% but less than 15% of the FirstSun common stock); (iii) the absence of any statute, rule, regulation, executive order, decree, ruling or injunction that prohibits the consummation of any of the transactions contemplated by the Acquisition Finance Securities Purchase Agreement; (iv) the consummation, or substantially concurrent consummation, of a total of $95 million investment in FirstSun’s common stock; and (v) FirstSun shall have filed with Nasdaq a notification form for the listing of the FirstSun common stock, and Nasdaq shall not have objected to the listing of such shares of FirstSun common stock. Each party’s obligation to consummate such investment is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, and (b) the performance in all material respects by the other party of its obligations under the applicable investment agreement.

These conditions to the consummation of such investments may not be satisfied or waived in a timely manner or at all, and, accordingly, such investments may not be consummated. In addition, the parties to the Acquisition Finance Securities Purchase Agreement can mutually decide to terminate the agreement at any time, before or after the requisite HomeStreet shareholder approval, or the parties may elect to terminate the agreement in certain other circumstances.

In connection with the mergers, FirstSun will assume HomeStreet’s and HomeStreet Bank’s outstanding debt obligations, and the combined company’s level of indebtedness following the completion of the mergers could adversely affect the combined company’s ability to raise additional capital and to meet its obligations under FirstSun’s existing indebtedness.

Upon the closing of the mergers, FirstSun will assume HomeStreet’s and HomeStreet Bank’s outstanding indebtedness. FirstSun’s existing debt (including HomeStreet’s and HomeStreet Bank’s assumed indebtedness), together with any future incurrence of additional indebtedness, could have important consequences for the combined company’s creditors and stockholders. For example, it could:

HomeStreet, and consequently, FirstSun will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers on employees and customers may have an adverse effect on HomeStreet and, consequently, the combined company. These uncertainties may impair HomeStreet’s ability to attract, retain, and motivate key personnel until the mergers are completed, and could cause customers and others that deal with HomeStreet to seek to change existing business relationships with HomeStreet. Retention of certain employees by HomeStreet may be challenging while the mergers are pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with HomeStreet and, ultimately, the combined company, the combined company’s business could be harmed. In addition, subject to certain exceptions, HomeStreet has agreed to conduct its business in all material respects in the usual, regular and ordinary course and to use reasonable best efforts to maintain and preserve its business organization and its current relationships with its customers, regulators, employees and others with which it has business relationships prior to closing. See “The Merger Agreement—Covenants and Agreements” for a description of the restrictive covenants applicable to HomeStreet.

The merger agreement contains provisions that may discourage other companies from trying to acquire HomeStreet for greater merger consideration.

The merger agreement contains provisions that may discourage a third-party from submitting an acquisition proposal to HomeStreet that might result in greater value to HomeStreet shareholders than the proposed merger with FirstSun or may result in a potential competing acquirer proposing to pay a lower per share price to acquire HomeStreet than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on HomeStreet from soliciting, or entering into discussions with any third-party regarding, any acquisition proposal or offers for competing transactions, subject to certain exceptions relating to the exercise of fiduciary duties by the HomeStreet board of directors. In addition, HomeStreet may be required to pay FirstSun a $10 million termination fee upon termination of the merger agreement in certain circumstances involving acquisition proposals for competing transactions. See “The Merger Agreement—Termination Fee” beginning on page 86.

The shares of FirstSun common stock to be received by holders of HomeStreet common stock as a result of the mergers will have different rights from the shares of HomeStreet common stock.

In the mergers, holders of HomeStreet common stock will become holders of FirstSun common stock and their rights as shareholders will be governed by Delaware law and the governing documents of the combined company. The rights associated with FirstSun common stock are different from the rights associated with HomeStreet common stock. See the section entitled “Comparison of Stockholders’ Rights” beginning on page 110 for a discussion of the different rights associated with FirstSun common stock.

Holders of HomeStreet common stock will have a reduced ownership and voting interest in the combined company after the mergers and will exercise less influence over management.

Upon completion of the mergers, each HomeStreet shareholder and equity award holder who receives shares of FirstSun common stock will become a FirstSun stockholder. Based on the number of shares of HomeStreet common stock and HomeStreet equity awards outstanding as of the date hereof, the total number of shares of FirstSun common stock estimated to be issued to holders of HomeStreet common stock and equity awards in connection with, and subject to, the completion of the mergers is approximately 8.438 million shares. In addition, FirstSun is also obligated, substantially concurrently with the closing of the mergers, to issue to Wellington, the warrants (having an initial exercise price of $32.50 per share, and a term of three years) to purchase approximately 1.15 million shares of FirstSun common stock and to issue to the investors pursuant to the Acquisition Finance Securities Purchase Agreement approximately 2.92 million shares of FirstSun common stock at a purchase price of $32.50 per share. Based on the number of shares of FirstSun and HomeStreet common stock outstanding as of March 6, 2024, and based on the number of shares of FirstSun common stock estimated to be issued to holders of HomeStreet common stock and equity awards in the mergers and, in connection the closing of the mergers, expected to be issued pursuant to the Acquisition Finance Securities Purchase Agreement, the former holders of HomeStreet common stock and equity awards, as a group, are estimated to own approximately 22% of the outstanding common shares of the combined company immediately after completion of the mergers, and the holders of FirstSun common stock, as a group, immediately prior to the mergers, including and together with the investors that purchase shares of FirstSun common stock pursuant to the Acquisition Finance Securities Purchase Agreement in connection with the completion of the mergers, are estimated to own approximately 78% of the outstanding shares of the combined company immediately after completion of the mergers (assuming no exercise of FirstSun stock options prior to the closing of the mergers, and excluding shares issuable upon exercise of the FirstSun stock options and the warrants). And because of this, HomeStreet shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of HomeStreet.

There is a limited trading market for FirstSun common stock.

If the mergers are completed, the shares of FirstSun common stock which will be issued to HomeStreet shareholders in the mergers will be freely transferable. However, there is a limited trading market in FirstSun common stock, which may hinder HomeStreet shareholders’ ability to sell FirstSun common stock and may lower the market price of the stock. FirstSun common stock is currently quoted on the OTCQX® Best Market operated by the OTC Markets, and as a closing condition to the mergers and undertakings in securities purchase agreements entered into in connection with the execution of the merger agreement, FirstSun will uplist its common stock to Nasdaq. Nevertheless, the development of a trading market depends upon the existence of willing buyers and sellers, the presence of which is not within the control of FirstSun. Accordingly, HomeStreet shareholders should consider the potential illiquid and long-term nature of an investment in FirstSun common stock. Even though the FirstSun stockholder base will increase as a result of the mergers and the FirstSun common stock will trade on Nasdaq, there can be no assurance that an active and liquid trading market for FirstSun common stock will develop, or once developed, will continue, nor any assurance that HomeStreet shareholders will be able to sell their shares at or above the exchange ratio following the mergers.

The market price of FirstSun common stock after the mergers may be affected by factors different from and in addition to those affecting the shares of HomeStreet or FirstSun currently.

As a result of the mergers, holders of HomeStreet common stock will become holders of FirstSun common stock. FirstSun’s business differs from that of HomeStreet. HomeStreet’s business, assets, liabilities, financial condition, results of operations and prospects are of major significance with respect to the combined company. Accordingly, the business, assets, liabilities, financial condition, results of operations and prospects of the combined company and the market price of FirstSun common stock after the completion of the mergers may be affected by factors different from and in addition to those currently affecting the independent business, assets, liabilities, financial condition, results of operations and prospects of FirstSun. Among other things, the net interest income, assets, such as securities and loans, and economic value of equity of the combined company are expected to have different sensitivities to changes in interest rates than the current sensitivities of net interest income, assets, such as securities and loans, and economic value of equity of FirstSun independently to changes in interest rates. For a discussion of the businesses of FirstSun and HomeStreet and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus.

Issuance of shares of FirstSun common stock in connection with the mergers may adversely affect the market price of FirstSun common stock.

In connection with the completion of the mergers, FirstSun expects to issue approximately 8.194 million shares of FirstSun common stock to HomeStreet shareholders, approximately 0.244 million shares of FirstSun common stock to the holders of HomeStreet equity awards, approximately 2.92 million shares of FirstSun common stock to the investors under the Acquisition Finance Securities Purchase Agreement at a purchase price of $32.50 per share, and to Wellington, the warrants (having an initial exercise price of $32.50 per share, and a term of three years) to purchase approximately 1.15 million shares of FirstSun common stock. The issuance of these new shares and warrants to acquire FirstSun common stock may result in fluctuations in the market price of FirstSun common stock, including a stock price decrease.

Risks Relating to FirstSun’s Business

You should read and consider risk factors specific to FirstSun’s business that will also affect the combined company after the mergers. These risks are described in the “Risk Factors” section of FirstSun’s Annual Report on Form 10-K for the year ended December 31, 2023, and in any updates to those risk factors set forth in FirstSun’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page ii of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Relating to HomeStreet’s Business

You should read and consider risk factors specific to HomeStreet’s business that will also affect the combined company after the mergers. These risks are described in the “Risk Factors” section of HomeStreet’s Annual Report on Form 10-K for the year ended December 31, 2023, and in any updates to those risk factors set forth in HomeStreet’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page ii of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

HOMESTREET SHAREHOLDER MEETING

The HomeStreet shareholder meeting will be held via webcast at www.virtualshareholdermeeting.com/HMST2024SM on [●], 2024 at [●] Pacific Time. At the HomeStreet shareholder meeting, HomeStreet shareholders will be asked to vote on seven proposals. Proposals 1, 2 and 3 relate to the mergers and consist of the merger proposal, the merger-related compensation proposal and the adjournment proposal. These proposals follow immediately below in the section entitled “HomeStreet Merger-Related Proposals”. Proposals 4, 5, 6 and 7 are additional proposals not related to the mergers, and consist of the director election proposal, compensation (non-merger) proposal, the frequency of compensation vote proposal and the auditor ratification proposal. These four proposals are in the section entitled “Additional HomeStreet Proposals” which begins on page 116.

The HomeStreet board of directors has set [●], 2024 as the record date for the HomeStreet shareholder meeting. Only holders of record of HomeStreet common stock at the close of business on [●], 2024 will be entitled to notice of and to vote at the HomeStreet shareholder meeting and any adjournments or postponements thereof. As of the HomeStreet record date, there were [●] shares of HomeStreet common stock outstanding and entitled to vote at the HomeStreet shareholder meeting held by [●] holders of record.

The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of HomeStreet common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the HomeStreet shareholder meeting.

If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

OKAPI PARTNERS LLC

1212 Avenue of the Americas
New York, NY 10036

Toll-Free: (877) 566-1922

Email: pmchugh@okapipartners.com

HOMESTREET MERGER-RELATED PROPOSALS

Proposal No. 1 – Merger Proposal

At the HomeStreet shareholder meeting, the HomeStreet shareholders will be asked to approve the merger agreement. HomeStreet shareholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the mergers. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the HomeStreet board of directors unanimously adopted the merger agreement, authorized and approved the mergers and the transactions contemplated by the merger agreement and determined the merger agreement and the mergers to be advisable and in the best interests of HomeStreet and its shareholders . Please see “The Mergers—HomeStreet’s Reasons for the Mergers” included elsewhere in this proxy statement/prospectus for a more detailed discussion of the HomeStreet board of directors’ recommendation.

The board of directors of HomeStreet has unanimously approved the merger agreement, has determined that the mergers, on the terms and conditions set forth in the merger agreement, are fair to, advisable and in the best interests of HomeStreet and its shareholders and unanimously recommends that HomeStreet shareholders vote “FOR” the merger proposal.

Proposal No. 2 – Merger-Related Compensation Proposal

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, HomeStreet is seeking a non-binding, advisory shareholder approval of the compensation of HomeStreet’s named executive officers that may or will be payable in connection with the mergers as disclosed in the section entitled “The Mergers – Interests of HomeStreet’s Directors and Executive Officers in the Mergers” beginning on page 57. The proposal gives holders of HomeStreet common stock the opportunity to vote, on a non-binding, advisory basis, on the merger-related compensation that may be paid or will be payable to HomeStreet’s named executive officers.

The vote on the merger-related compensation proposal is a vote separate and apart from the votes on the merger proposal and the adjournment proposal. Accordingly, if you are a holder of HomeStreet common stock, you may vote to approve the merger proposal and/or the adjournment proposal and vote not to approve the merger-related compensation proposal, and vice versa. The approval of the merger-related compensation proposal by holders of HomeStreet common stock is not a condition to the completion of the merger. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on HomeStreet or FirstSun. Accordingly, because HomeStreet is contractually obligated to make these payments if the merger is completed, the merger-related compensation will be paid to HomeStreet’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if shareholders of HomeStreet common stock fail to approve the advisory vote regarding merger-related compensation.

The HomeStreet board of directors unanimously recommends that HomeStreet shareholders vote “FOR” the merger-related compensation proposal.

Proposal No. 3 – Adjournment Proposal

The HomeStreet shareholder meeting may be adjourned to another time, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the merger proposal.

If, at the HomeStreet shareholder meeting, the number of shares of HomeStreet common stock present or represented and voting in favor of the merger proposal is insufficient to approve such proposal, HomeStreet intends to move to adjourn the HomeStreet shareholder meeting in order to solicit additional proxies for the approval of the merger agreement.

The HomeStreet board of directors unanimously recommends that HomeStreet shareholders vote “FOR” the adjournment proposal.

 In addition to the above merger-related proposals, HomeStreet is asking its shareholders to consider and vote on four additional proposals which are described under “ADDITIONAL HOMESTREET PROPOSALS” beginning on page 116 of this proxy statement/prospectus.

THE MERGERS

The following discussion contains certain information about the mergers. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the mergers.

Terms of the Mergers

Each of the FirstSun board of directors and the HomeStreet board of directors has approved the merger agreement. Under the merger agreement, a wholly-owned subsidiary of FirstSun will merge with and into HomeStreet, with HomeStreet remaining as the surviving entity and becoming a wholly-owned subsidiary of FirstSun. This surviving entity, immediately following the merger and as part of a single integrated transaction, will merge with and into FirstSun, with FirstSun as the surviving entity. Immediately following the completion of the second step merger, HomeStreet’s wholly-owned subsidiary, HomeStreet Bank, will merge with and into FirstSun’s wholly-owned subsidiary, Sunflower Bank, with Sunflower Bank as the surviving bank.

If the mergers are completed, each outstanding share of HomeStreet common stock will be converted into the right to receive the merger consideration of 0.4345 shares of FirstSun common stock, except for treasury stock or shares owned by HomeStreet or FirstSun, in each case, other than in a fiduciary or agency capacity or as a result of debts previously contracted, which will be cancelled, and shares held by shareholders who properly exercise dissenters’ rights. FirstSun will not issue any fractional shares of FirstSun common stock in the mergers. Instead, a HomeStreet shareholder who otherwise would have received a fraction of a share of FirstSun common stock will receive an amount in cash (without interest) equal to such fractional part of a share of FirstSun common stock multiplied by $33.95.

HomeStreet shareholders are being asked to approve the merger agreement. See “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the mergers, including information about conditions to the completion of the mergers and provisions for terminating or amending the merger agreement.

Background of the Mergers

In the course of its business planning processes undertaken each year, the management and the Board of Directors (the “HomeStreet Board”) of HomeStreet frequently review the business strategies and objectives of HomeStreet, including strategic opportunities and challenges. For years prior to the execution of the merger agreement, they each considered various strategic options potentially available to HomeStreet, in each case with the goal of enhancing value for HomeStreet shareholders and delivering the best possible services to its customers and communities. These strategic considerations have focused on, among other things, the business and regulatory environments facing financial institutions generally, as well as conditions and trends in the banking industry and financial markets, including for regional banks. From time to time, the HomeStreet Board and management met with representatives of KBW to discuss market conditions, industry trends and potential strategic opportunities and alternatives, including business combination opportunities.

In May 2023, HomeStreet management began evaluating potential strategic alternatives for HomeStreet and HomeStreet Bank.

On May 25, 2023, a meeting of the HomeStreet Board was held to discuss, among other items, the general market conditions in the banking industry and various strategic alternatives for HomeStreet and HomeStreet Bank. Members of HomeStreet management and representatives of KBW attended the meeting. Representatives of KBW provided an overview of the banking market, focusing on investor concerns and competition with deposit rates. Representatives of KBW also discussed certain strategic alternatives for HomeStreet and HomeStreet Bank, including a standalone approach, a recapitalization approach or a strategic merger, as well as the process for pursuing any such potential transaction. The HomeStreet Board then authorized the formation of a joint special committee (the “HomeStreet Transaction Committee”), consisting of Mark Mason as chair, S. Craig Tompkins (an independent director who was appointed co-chair of the HomeStreet Transaction Committee on August 24, 2023 with Mr. Mason) and three other independent directors of HomeStreet. The purpose of the HomeStreet Transaction Committee was to (i) consider and evaluate strategic alternatives and (ii) potentially recommend to the full HomeStreet Board for approval such strategic alternative transaction or transactions, with overall final approvals to be vested in the HomeStreet Board.

At the May 25, 2023 meeting, the HomeStreet Board instructed KBW to prepare a process that would position KBW to assist HomeStreet with a variety of potential transactions. The work included, but was not limited to, KBW’s due diligence on HomeStreet, the establishment of the virtual data room and the commission of a third party to create a credible methodology by which HomeStreet’s balance sheet’s fair value could be determined, accounting for all anticipated purchase accounting adjustments.

Between May, 2023 and December 2023, the HomeStreet Transaction Committee met six times to discuss the strategic transaction process and ongoing negotiations with potential counterparties.

On June 29, 2023, a regularly scheduled meeting of the HomeStreet Board was held. Members of HomeStreet’s management and representatives of KBW and HomeStreet’s outside securities counsel, Orrick, Herrington & Sutcliffe LLP (“Orrick”), attended portions of the meeting. The purpose of the meeting was to discuss, among other items, the potential strategic transaction, including a presentation by representatives of KBW of the ongoing review of potential strategic alternatives, the results of the third party’s valuation and other financial advice from KBW.

On July 27, 2023, a regularly scheduled meeting of the HomeStreet Board was held to discuss, among other items, the proposed strategic transaction. Members of HomeStreet management and representatives of Sullivan & Cromwell LLP (“Sullivan & Cromwell”), HomeStreet’s outside legal counsel, KBW and Orrick attended portions of the meeting. The HomeStreet Board discussed with representatives of KBW the ongoing review of potential strategic alternatives. During the meeting, representatives of Sullivan & Cromwell and the HomeStreet Board discussed the current regulatory environment for bank mergers and acquisitions, including recent regulatory trends. Representatives of KBW also discussed potential benefits of reaching out to potential partners in a strategic transaction.

Through the months of July, August, September, October and November 2023, representatives of KBW, acting at the direction of HomeStreet, contacted, and/or made aware of the possibility of a strategic transaction, several private equity funds and banks, and responded to unsolicited inquiries received from other institutions. During this time, HomeStreet entered into substantially similar confidentiality agreements (“NDAs”) with 24 of the aforementioned parties. The NDAs contained, among other things, a customary standstill provision. On August 1, 2023, a Bloomberg article was published titled “HomeStreet Bank Is Said to Explore Options Including Sale” discussing that HomeStreet was exploring raising capital, selling assets or a potential sale.

On August 10, 2023, Mark Mason, Chief Executive Officer of HomeStreet, and Neal Arnold, President and Chief Executive Officer of FirstSun, had an introductory telephonic discussion regarding a potential strategic transaction between HomeStreet and FirstSun. They discussed, in general terms, their respective companies, the financial services industry sectors in which they operate, general financial services industry trends and strategic developments, and business combination trends and a potential strategic transaction between HomeStreet and FirstSun, without making any specific proposal with respect to pricing, timing or other potential transaction terms of any potential strategic transaction between HomeStreet and FirstSun.

Beginning on August 22, 2023, HomeStreet made available a virtual data room (the “HomeStreet Data Room”) to each party who executed an NDA. The HomeStreet Data Room was updated over time to facilitate due diligence regarding the proposed transaction.

On August 24, 2023, a regularly scheduled meeting of the HomeStreet Board was held to discuss, among other items, the process for the proposed strategic transaction. Members of HomeStreet management and representatives of KBW and Orrick attended portions of the meeting. Mr. Mason presented a summary of meetings held with certain potential counterparties over the prior month, the progress in pursuing a potential strategic transaction and discussions with federal and state banking regulators regarding a potential transaction. Representatives of KBW discussed with the HomeStreet Board a review of current market conditions for regional banks, including potential investors and partners for the potential strategic transaction.

On August 29, 2023, a potential counterparty (the “First Bidder”) entered into an NDA with HomeStreet. Additionally, a consortium of investors (the “Potential Investors”) entered into NDAs with HomeStreet on September 7, 2023 and September 15, 2023.

On September 21, 2023, a regularly scheduled meeting of the HomeStreet Board was held to discuss, among other items, the current status of the potential strategic transaction. Members of HomeStreet management and representatives of KBW and Orrick attended portions of the meeting. Representatives of KBW provided an update regarding the ongoing strategic transaction process and efforts to raise additional capital from reputable investors, and reviewed potential strategic counterparties. Mr. Mason discussed with the HomeStreet Board communications with several interested parties regarding a potential strategic transaction.

On September 25, 2023, HomeStreet executed a formal engagement letter with KBW regarding KBW’s engagement as HomeStreet’s financial advisor in connection with the potential transaction. KBW was engaged to serve as HomeStreet’s financial advisor in connection with a potential strategic transaction based on KBW’s qualifications, reputation and experience in mergers and acquisitions and capital raising involving banks and its familiarity with HomeStreet.

On September 26, 2023, another potential counterparty (the “Second Bidder”) entered into an NDA with HomeStreet.

On October 12, 2023, the HomeStreet Transaction Committee convened a meeting to discuss the strategic alternative transaction process. Members of HomeStreet management and representatives of KBW attended the meeting. Mr. Mason and representatives of KBW discussed with the HomeStreet Transaction Committee that they were currently vetting several additional counterparties, negotiating and executing NDAs, updating the HomeStreet Data Room and conducting and participating in management interviews with potential strategic transaction counterparties. Representatives of KBW discussed the current outreach and discussions that had occurred related to the potential strategic transaction, including discussions with one of the Potential Investors, the First Bidder and the Second Bidder.

On October 17, 2023, representatives of Sullivan & Cromwell spoke with legal representatives of the Potential Investors who had expressed interest in making a capital investment in HomeStreet, regarding potential transaction structures and legal and regulatory considerations.

On October 25 and October 26, 2023, regularly scheduled meetings of the HomeStreet Board were held to discuss, among other items, the current status of the proposed strategic transaction. Members of HomeStreet management and representatives of KBW and Orrick attended portions of the meeting. Representatives of KBW discussed the current market themes and investor sentiment in the banking industry, as well as a general update on merger and acquisition activity. Additionally, representatives of KBW provided an update on the ongoing discussions with potential counterparties to the strategic alternative transactions. During the meetings, an executive session of the independent directors also occurred in which the directors discussed updates to the potential strategic alternative transaction process.

During the week of October 30, 2023, KBW solicited term sheets from each potential counterparty who had executed an NDA and was still participating in the offer process and requested that the term sheets be submitted by November 15, 2023.

On November 2, 2023, FirstSun entered into an NDA with HomeStreet (the “FirstSun NDA”).

On November 13, 2023, Mr. Mason met with Mr. Arnold to discuss the possibility of FirstSun submitting a proposal regarding a potential strategic transaction. Following this meeting, FirstSun provided a presentation to representatives of HomeStreet summarizing FirstSun’s transaction proposal.

On November 15, 2023, representatives of HomeStreet received a non-binding letter of intent (“LOI”) and a presentation from FirstSun, as well as an indication of interest and proposed exclusivity agreement from the First Bidder.

FirstSun proposed an all stock merger, with a fixed number of shares of FirstSun common stock exchanged for the outstanding shares of HomeStreet. Based on FirstSun’s then-current stock value, this represented a transaction value of approximately $8.00 – $9.00 per HomeStreet share, resulting in a 20 – 35% premium over the then-current HomeStreet market price. FirstSun proposed procuring between $125 – $175 million of common equity financing in connection with the proposed transaction, with the procurement of such equity financing being a condition for closing. In light of HomeStreet’s business lines and locations, FirstSun indicated that continuity of management of the HomeStreet team members would be critical to the success of a merger of HomeStreet and FirstSun. FirstSun proposed that three existing members of the HomeStreet Board would be appointed to the FirstSun board of directors following the proposed transaction. FirstSun also proposed a three-year employment contract for Mr. Mason, as Executive Vice Chairman of the combined company, and that certain senior HomeStreet management would likely continue to serve post-closing. The FirstSun proposal further provided for a 45-day period in which HomeStreet would agree to negotiate with FirstSun exclusively with respect to the potential transaction. The proposal would expire by its terms on November 30, 2023.

The First Bidder proposed an offer to acquire 100% of the shares of HomeStreet for $9.84 per HomeStreet share, representing a market premium of 45% as of November 15, 2023. The proposal did not include any financial contingencies and provided for a 60-day exclusivity period should HomeStreet accept the proposal.

From November 15, 2023 until the execution of the merger agreement on January 16, 2023, representatives of KBW and members of HomeStreet management discussed certain matters regarding HomeStreet’s and the potential counterparties’ respective businesses, including the business, financial, credit, operational, legal and compliance matters, among other subjects, pertaining to the due diligence process with representatives of FirstSun, the First Bidder, the Second Bidder and the Potential Investors.

On November 16, 2023, representatives of HomeStreet received proposals from two of the Potential Investors, which were treated as a single proposal. The Potential Investors proposed solely acquiring newly-issued shares of HomeStreet common stock, at a price of $4.00 per share, representing a majority of the issued and outstanding shares of HomeStreet common stock in the aggregate following the proposed transaction. Existing HomeStreet shareholders would not sell HomeStreet shares to the Potential Investors. No single Potential Investor would acquire more than 24.9% of the equity interests of HomeStreet. The Potential Investors would also be provided proportional board representation of the pro forma HomeStreet Board and one seat for each Potential Investor on all HomeStreet Board committees other than the audit committee. The offer proposed a 60-day exclusivity period should HomeStreet accept the proposal.

On November 17, 2023, representatives of HomeStreet received a non-binding LOI from the Second Bidder proposing an all-cash transaction. The Second Bidder proposed a 100% cash acquisition at a price per HomeStreet share consisting of (i) a base level of cash equal to the then-current market value of HomeStreet stock and (ii) a “contingent value right” of up to an additional $2.50 per HomeStreet share. The contingent value right would only be paid following the first anniversary of the closing of the proposed transaction subject to satisfaction of certain performance hurdles. The proposal, including the full realization of the contingent value right one year following the closing of the proposed transaction, represented a potential market premium of 37% as of November 17, 2023. The offer proposed a 45-day exclusivity period should HomeStreet accept the proposal and would expire by its terms on December 1, 2023.

On November 22, 2023, the HomeStreet Transaction Committee convened a meeting to discuss the inbound transaction proposals received and the process for further evaluation. Members of HomeStreet management and representatives of KBW and Sullivan & Cromwell attended the meeting. Representatives of KBW and the HomeStreet Transaction Committee discussed the negotiations and engagement process with each potential counterparty, the economic and other considerations set forth in each proposal, the contemplated transaction structures set forth in each proposal, certain post-closing considerations set forth in each proposal and the timing and closing conditions of each proposal. Representatives of Sullivan & Cromwell also advised the HomeStreet Transaction Committee as to directors’ fiduciary duties. The HomeStreet Transaction Committee directed HomeStreet’s advisors to continue discussions and negotiations with each counterparty that had submitted a proposal.

On November 26, 2023, FirstSun submitted a revised proposal. FirstSun increased the fixed exchange ratio to 0.3165 shares of FirstSun common stock for each HomeStreet share, or approximately $10.00 per HomeStreet share based on the November 24, 2023 closing price of FirstSun common stock, representing a market premium of 61% as of November 26, 2023. FirstSun indicated that FirstSun was holding advanced discussions with outside investors for such outside investors to provide committed capital prior to the announcement of the proposed transaction with HomeStreet. FirstSun proposed to raise $175 million in equity financing to support the capital required for the proposed transaction with HomeStreet. In addition, Mr. Mason’s existing employment contract with HomeStreet would be honored, including change-in-control terms. The revised proposal indicated that FirstSun would also offer a new three-year employment contract to Mr. Mason that would help assure the continuity of the HomeStreet talent during the transition period, promote continuity of the existing customer base and provide valuable leadership in the roll-out of the commercial lending platform initiative FirstSun envisioned. The proposal also provided that certain other HomeStreet senior management personnel (including market presidents and leadership and executives) would likely continue serving in their roles, or in refined key roles, following the consummation of the proposed transaction.

On November 27, 2023, a special meeting of the HomeStreet Board was held to discuss the four proposals received and an overview and background of the process conducted, including KBW’s outreach to potential counterparties. Members of HomeStreet management and representatives of KBW and Sullivan & Cromwell attended the meeting. Representatives of Sullivan & Cromwell advised the HomeStreet Board as to the directors’ fiduciary duties. Representatives of KBW summarized the proposals received from FirstSun, the First Bidder, the Second Bidder and the Potential Investors. The HomeStreet Board engaged in a discussion with KBW and Mr. Mason regarding the risks and opportunities associated with each proposal, and ongoing negotiations with each potential counterparty. The HomeStreet Board agreed that HomeStreet management and KBW should continue to negotiate with each potential counterparty to improve and refine the proposals.

On December 1, 2023, Mr. Mason along with a representative of KBW met with a representative of the First Bidder and the First Bidder’s financial advisor to discuss a potential transaction. On the same day, Wellington Management (“Wellington”), as a potential investor in FirstSun in connection with the proposed transaction, entered into a joinder to the FirstSun NDA to facilitate such potential investor’s due diligence review. Castle Creek Capital LLC and an additional potential investor similarly entered into joinders to the FirstSun NDA on January 2, 2024 and January 10, 2024, respectively.

On December 2, 2023, Mr. Arnold requested the opportunity to present to the HomeStreet Board, given the ongoing equity ownership that would be part of a transaction with FirstSun. Given the ongoing equity ownership that would be part of a transaction with the Potential Investors, the Potential Investors were also invited by KBW to present at the December 7, 2023 HomeStreet Board meeting, but they did not accept the invitation.

During the week of December 4, 2023, Mr. Mason and Mr. Michel met with Mr. Arnold and Robert Cafera, Chief Financial Officer of FirstSun, and discussed the ongoing process regarding a potential strategic transaction with FirstSun.

On December 6, 2023, representatives of the Second Bidder submitted a revised proposal to KBW. The revised proposal increased the offer to $10.00 per HomeStreet common share, eliminated the contingent value right and reduced the requested exclusivity to 30 days. The proposal would expire on December 11, 2023.

On December 6, 2023, representatives of the Potential Investors and representatives of KBW discussed the proposal on recapitalization.

On December 7, 2023, the First Bidder sent a revised offer to KBW. The First Bidder offered a revised fixed price of $235 million in cash, which equated to a per share price of $12.04 per HomeStreet common share using the most recent share counts and vesting of unvested units estimated at that time. The First Bidder also verbally proposed to a representative of KBW a retention package for certain HomeStreet employees, including Mr. Mason.

On December 7, 2023, a regularly scheduled board meeting of the HomeStreet Board was held to discuss the potential transaction. Members of HomeStreet’s management and representatives of KBW, Sullivan & Cromwell, Orrick and FirstSun attended portions of the meeting. During the meeting, an executive session of the independent directors was held to discuss matters regarding the proposed transaction. Following the executive session of independent directors, an executive session of all directors occurred to discuss the directors’ views related to the proposed transaction. After the executive sessions were held, Mr. Mason engaged in a discussion with the HomeStreet Board regarding the ongoing discussions with several potential counterparties. Representatives of KBW discussed each of the four proposals received to date. Mr. Arnold attended a portion of this meeting and provided the HomeStreet Board with an overview of FirstSun’s proposal dated November 26, 2023 and its business, and shared his perspectives on the business prospects of the combined company that would result from the potential transaction, including the potential synergies and benefits that could be realized for both parties and their respective shareholders in light of the HomeStreet shareholders’ substantial ownership of the proposed combined company. The HomeStreet Board decided to reconvene on December 11, 2023 to continue to deliberate on offers received before making a final decision.

On December 11, 2023, FirstSun, the First Bidder and the Second Bidder each submitted revised written proposals.

On December 11, 2023, a special meeting of the HomeStreet Board was held to discuss the updated proposals and progress related to the potential transaction. Members of HomeStreet management and representatives of KBW and Sullivan & Cromwell attended the meeting. Representatives of Sullivan & Cromwell advised the HomeStreet Board as to the directors’ fiduciary duties, as they had previously done. Representatives of KBW then discussed the process, negotiations, economics, transaction structures, closing and post-closing considerations with respect to the potential transaction and each of the three updated proposals that had been received. KBW noted the Potential Investors declined to improve their initial offer. The HomeStreet Board discussed concerns over the financing contingencies present in the FirstSun proposal. The HomeStreet Board discussed the process for negotiating with the three potential counterparties that continued to remain interested and had submitted improved proposals. The HomeStreet Board decided to invite all three potential counterparties to continue to conduct due diligence. The HomeStreet Board also determined to provide a merger agreement to each of the three potential counterparties, and that each counterparty would be requested to provide a markup of the merger agreement by January 5, 2024. Additionally, each counterparty would be requested to deliver the “best and final” proposed offer, including management retention terms and economic terms, by January 11, 2024.

Between December 11, 2023 and the execution of the merger agreement on January 16, 2024, members of HomeStreet’s management and KBW met with representatives of each of FirstSun, the First Bidder and the Second Bidder, and their respective advisors, to discuss various topics related to the proposed transaction, including due diligence with respect to the parties.

On December 13, 2023, the updated FirstSun proposal expired while FirstSun pursued capital-raising efforts.

On December 14, 2023, a meeting of the HomeStreet Transaction Committee was held to discuss recent developments regarding ongoing negotiations with each potential counterparty. Members of HomeStreet management and representatives of KBW and Sullivan & Cromwell attended the meeting. Representatives of Sullivan & Cromwell advised the HomeStreet Transaction Committee as to the directors’ fiduciary duties in connection with its evaluation of the proposals, as they had done previously.

On December 15, 2023, a meeting of the HomeStreet Transaction Committee was held to discuss the process with respect to the proposals received from FirstSun, the First Bidder and the Second Bidder. Members of HomeStreet management and representatives of KBW and Sullivan & Cromwell attended the meeting. The HomeStreet Transaction Committee directed Sullivan & Cromwell to deliver an initial draft merger agreement to each of FirstSun, the First Bidder and the Second Bidder and their respective legal advisors.

On December 19, 2023, Sullivan & Cromwell delivered initial draft merger agreements to FirstSun, the First Bidder and the Second Bidder. Sullivan & Cromwell requested each potential counterparty deliver a proposed markup of the merger agreement no later than January 5, 2024.

On December 21, 2023, a special meeting of the HomeStreet Board was held to discuss the progress and due diligence conducted relating to the potential transaction. Members of HomeStreet management and representatives of KBW attended the meeting. Mr. Mason discussed the extensive due diligence with the First Bidder and the Second Bidder, and a meeting between Mr. Mason, Mr. Michel and the Second Bidder discussing the infrastructure of HomeStreet. Additionally, Mr. Mason reported that FirstSun was engaged in capital-raising efforts and had not been in communication for a few days. The HomeStreet Board also discussed the timeline for a potential final decision. Representatives of KBW discussed the process of the transaction, including KBW’s outreach to potential counterparties.

On January 4, 2024, FirstSun made available to HomeStreet a virtual data room to permit an expanded mutual due diligence review. HomeStreet and FirstSun, and their respective legal, financial and other advisors continued to engage in mutual due diligence, including with respect to business, credit, operational, legal and compliance matters, among others.

On January 5, 2024, FirstSun, the First Bidder and the Second Bidder each provided a revised draft merger agreement that did not include a final offer price.

On January 10, 2024, Sullivan & Cromwell delivered updated draft merger agreements, revised to reflect HomeStreet management’s comments, to FirstSun, the First Bidder and the Second Bidder and requested that a final markup of the updated draft merger agreements be provided by January 11, 2024.

On January 10 and 11, 2024, HomeStreet, FirstSun, and their respective legal counsel, Sullivan & Cromwell and Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”), discussed the equity financing agreement that FirstSun would execute with certain investors.

On January 11, 2024, FirstSun, the First Bidder and the Second Bidder each sent their “best and final” offer on the proposed transaction, including an updated draft of the respective merger agreement and proposed retention agreements for Mr. Mason.

FirstSun proposed an increased exchange ratio of 0.4345 FirstSun shares for each HomeStreet share, an increase from the exchange ratio of 0.3692 previously offered, or approximately the equivalent of $14.75 per HomeStreet share, representing a market premium of 40% as of January 10, 2024. The offer would expire on its own terms on January 12, 2024. Additionally, FirstSun offered Mr. Mason a continuing role at the proposed combined company as Executive Vice Chairman, and he would be awarded an equity grant and a board seat at the proposed combined company.

The First Bidder offered a fixed price of $295 million in cash, which equated to a per-share price of $15.19 per HomeStreet common share, an increase from the offer made on December 11, 2023 of $13.32. The per-share price was determined using the share counts along with unvested units estimated at the time of the First Bidder’s “best and final” offer. The First Bidder also submitted its proposal on Mr. Mason’s ongoing consulting arrangement as initially proposed on December 7, which included $4 million in compensation for Mr. Mason.

The Second Bidder proposed a revised offer of $13.50 per HomeStreet share, an increase from the offer made on December 11, 2023 of $12.00. Additionally, the Second Bidder offered Mr. Mason a continuing role at the proposed combined company in a consulting or advisory capacity with between $4.5 million and $6 million in aggregate compensation paid over five years of employment.

On January 12, 2024, Sullivan & Cromwell reached out to the First Bidder’s legal counsel and Nelson Mullins regarding improving certain legal terms in the proposals submitted by the First Bidder and FirstSun.

On January 12, 2024, a special meeting of the HomeStreet Board was held to consider the negotiated terms of the proposed transactions with each of FirstSun, the First Bidder and the Second Bidder. Members of HomeStreet management and representatives of Sullivan & Cromwell, KBW and Orrick attended the meeting. Representatives of Sullivan & Cromwell presented a fulsome review of the legal terms of each offer, the fiduciary duties of the HomeStreet Board and the regulatory approval process and likelihood of approval necessary for each proposal. Sullivan & Cromwell discussed each of the First Bidder’s, the Second Bidder’s and FirstSun’s employment offers to Mr. Mason with the HomeStreet Board. Representatives of KBW provided a detailed review of the financial terms of each offer received, the current market conditions in the banking industry and potential reactions by investors to the proposed strategic transactions. The HomeStreet Board and representatives of KBW discussed the results of the due diligence and reverse due diligence processes that had been conducted on FirstSun, the First Bidder and the Second Bidder, specifically with a focus on each party’s ability to complete a transaction in a timely manner. The HomeStreet Board also discussed with representatives of KBW that each offer received was materially better than the prior offers received, validating the competitive process that was used by HomeStreet. The HomeStreet Board considered the fact that FirstSun’s proposed transaction included definitive investment agreements with certain investors that were already negotiated and would be executed definitively concurrently with execution of the merger agreement. The HomeStreet Board further considered the fact that FirstSun’s proposed transaction included $80 million of financing that would be closed on or about the date of execution of the proposed merger agreement with the remaining $95 million that would be closed concurrent with the merger closing. Following extensive deliberation by the HomeStreet Board, the HomeStreet Board authorized HomeStreet management execute an LOI with FirstSun. On the same day, Mr. Mason sent Mr. Arnold an executed FirstSun LOI, which provided mutual exclusivity through January 16, 2024. Following the execution of the LOI with FirstSun, a representative of KBW separately notified the First Bidder’s financial advisor and the Second Bidder that HomeStreet had entered into an exclusivity agreement with respect to the potential transaction with another party.

Between January 12, 2024 and January 16, 2024, HomeStreet and FirstSun and representatives of their respective legal and financial advisors finalized negotiations of the merger agreement and the employment agreement with Mr. Mason.

From January 12, 2024 until January 16, 2024, HomeStreet, FirstSun and Wellington, and their respective legal representatives, negotiated voting agreements requiring certain directors or shareholders to vote in favor of particular matters, including the FirstSun share issuance, amendments to the FirstSun certificate of incorporation, and against alternative proposals that could delay the merger, and also granted a proxy with respect to FirstSun common stock under select circumstances, which the parties executed.

On January 15, 2024, a special meeting of the HomeStreet Board was held to consider the proposed final terms of the potential transaction with FirstSun. Members of HomeStreet management and representatives of Sullivan & Cromwell, KBW and Orrick attended the meeting. During the meeting, the HomeStreet Board received materials relevant to the agenda for the meeting that had been prepared by KBW and Sullivan & Cromwell. The HomeStreet Board, Sullivan & Cromwell and KBW discussed the key terms of the proposed transaction with FirstSun, including the merger agreement and voting agreements. Representatives of Sullivan & Cromwell again advised the HomeStreet Board as to the directors’ fiduciary duties, and discussed the key considerations regarding the merger agreement, the treatment of employees, Mr. Mason’s separate employment agreement and the voting agreements between FirstSun and HomeStreet’s directors. Representatives of KBW discussed the financial aspects of the mergers, including the value of the FirstSun common stock to be received by HomeStreet shareholders. KBW rendered its oral opinion to the HomeStreet Board, which was confirmed by a written opinion, dated January 15, 2024, to the effect that, as of such date and based upon and subject to the factors and assumptions made, procedures followed, matters considered and limitations and qualifications set forth in KBW’s opinion, the exchange ratio of 0.4345 FirstSun shares for each HomeStreet share in the mergers was fair, from a financial point of view, to the holders of HomeStreet common stock. See the section entitled “Opinion of HomeStreet’s Financial Advisor” on page 46. After further review and discussion by the HomeStreet Board, including consideration of the factors described in the section entitled “HomeStreet’s Reasons for the Mergers” on page 42, the HomeStreet Board unanimously (i) determined that the merger agreement, the voting agreements and the transactions contemplated thereby, including the mergers, were fair and reasonable and in the best interests of HomeStreet and its shareholders, (ii) authorized HomeStreet to enter into the merger agreement with FirstSun and (iii) approved the execution, delivery and performance of the merger agreement, and the consummation of the transactions contemplated thereby.

HomeStreet and FirstSun executed the merger agreement on the morning of January 16, 2024. The transaction was announced on January 16, 2024 before the opening of the financial markets in New York, in a press release jointly issued by HomeStreet and FirstSun.

HomeStreet’s Reasons for the Mergers

After careful consideration, the HomeStreet board of directors, at a special meeting held on January 15, 2024, based upon the information provided to the board and upon such other matters as were deemed relevant by the board, unanimously (a) determined that the merger agreement and the transactions (including the mergers and the voting agreements) are fair and in the best interests of the HomeStreet and its shareholders and declared it advisable for HomeStreet to enter into the merger agreement, (b) adopted and approved the merger agreement and the voting agreements and (c) authorized and approved the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, including the mergers.

In reaching this decision, the HomeStreet board of directors carefully evaluated the merger agreement, the mergers, the bank merger and the other matters contemplated by the merger agreement, as well as the investment agreements, in consultation with HomeStreet’s senior management, and HomeStreet’s legal counsel and financial advisors, and considered a number of factors, including the following principal factors:

The HomeStreet board of directors also considered potential risks related to the mergers. The HomeStreet board of directors concluded that the anticipated benefits of combining with FirstSun and FirstSun’s receipt of executed capital commitments from investors were likely to outweigh these risks. These potential risks include:

The foregoing discussion of the information and factors considered by the HomeStreet board of directors is not intended to be exhaustive but includes the material factors considered by the HomeStreet board of directors in reaching its unanimous decision to adopt and approve the merger agreement and the transactions contemplated thereby, including the mergers. In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the mergers, the HomeStreet board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The HomeStreet board of directors considered all these factors as a whole, including through its discussions with HomeStreet’s management and financial and legal advisors, in evaluating the merger agreement and the transactions contemplated thereby, including the mergers.

There can be no assurance about future results, including results expected or considered in the factors listed above. This explanation of the reasoning of the HomeStreet board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the future factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” The HomeStreet board of directors unanimously concluded that the potential positive factors outweighed the potential risks of completing the mergers.

In considering the recommendation of the HomeStreet board of directors, you should be aware that certain directors and executive officers of HomeStreet may have interests in the mergers that are different from, or in addition to, interests of HomeStreet shareholders generally and may create potential conflicts of interest. The HomeStreet board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the mergers and the other transactions contemplated by the merger agreement, and in unanimously recommending to HomeStreet shareholders that they vote in favor of the HomeStreet merger proposal. See the section entitled “The Mergers—Interests of HomeStreet’s Directors and Executive Officers in the Mergers” for more information.

For the reasons set forth above, the HomeStreet board of directors unanimously determined that the merger was fair to, advisable and in the best interests of HomeStreet and its shareholders and unanimously adopted and approved the merger agreement and the transactions contemplated thereby, including the mergers and the bank merger (which was also approved by the board of directors of HomeStreet Bank in a joint board capacity with the HomeStreet board of directors) and entry into the merger agreement by HomeStreet. The HomeStreet board of directors recommends that HomeStreet shareholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Certain Unaudited Prospective Financial Information

FirstSun and HomeStreet do not, as a matter of course, publicly disclose forecasts or internal projections as to their respective future performance, financial condition, revenues, earnings or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates.

However, in connection with the mergers, FirstSun’s senior management and HomeStreet’s senior management prepared or approved for use certain unaudited prospective financial information which was provided to and considered by KBW for the purpose of performing financial analyses in connection with its fairness opinion, as described in this proxy statement/prospectus under “— Opinion of HomeStreet’s Financial Advisor” beginning on page 46. We refer to this information collectively as the “prospective financial information.”

The prospective financial information was not prepared for the purpose of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles, or GAAP. A summary of certain significant elements of this information is set forth below, and is included in this proxy statement/prospectus solely for the purpose of providing holders of HomeStreet common stock access to certain nonpublic information made available to HomeStreet’s financial advisor for the purpose of performing financial analyses in connection with KBW’s fairness opinion.

Although presented with numeric specificity, the prospective financial information reflects numerous estimates and assumptions made by FirstSun’s senior management or HomeStreet’s senior management, as applicable, at the time such prospective financial information was prepared or approved for use by HomeStreet’s financial advisor and represents FirstSun senior management’s or HomeStreet senior management’s respective evaluation of FirstSun’s expected future financial performance on a stand-alone basis, without reference to the mergers, and HomeStreet’s expected future financial performance on a stand-alone basis, without reference to the mergers. These and the other estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, economic, competitive, regulatory, financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which FirstSun and HomeStreet operate and the risks and uncertainties described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Information” in this proxy statement/prospectus, all of which are difficult to predict and many of which are outside the control of FirstSun and HomeStreet and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the mergers are completed. Further, these assumptions do not include all potential actions that the senior management of FirstSun or HomeStreet could or might have taken during these time periods. The inclusion in this proxy statement/prospectus of the unaudited prospective financial information below should not be regarded as an indication that FirstSun, HomeStreet, their respective boards of directors or HomeStreet’s financial advisor considered, or now consider, this prospective financial information to be material information to any holders of HomeStreet common stock, particularly in light of the inherent risks and uncertainties associated with such prospective financial information. The prospective financial information is not fact and should not be relied upon as being necessarily indicative of actual future results. Further, the prospective financial information should not be construed as financial guidance and it should not be relied on as such. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and do not take into account any circumstances or events occurring after the date they were prepared. No assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which the combined company would operate after the mergers.

By including in this proxy statement/prospectus a summary of the prospective financial information, neither FirstSun nor HomeStreet nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of FirstSun or HomeStreet compared to the information contained in the prospective financial information. Neither FirstSun, HomeStreet nor, after completion of the mergers, the combined company undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The prospective financial information included in this document has been prepared by, and is the responsibility of, management of FirstSun and HomeStreet, as applicable. Neither Crowe LLP, FirstSun’s and HomeStreet’s independent registered public accounting firm, nor Deloitte & Touche LLP, HomeStreet’s previous independent registered public accounting firm, has audited, reviewed, examined, compiled or applied agreed upon procedures with respect to the prospective financial information and, accordingly, neither Crowe LLP nor Deloitte & Touche LLP has expressed any opinion or given any other form of assurance with respect thereto and assumes no responsibility for the prospective financial information. The reports of FirstSun’s independent registered public accounting firm and HomeStreet’s independent auditor incorporated by reference in this proxy statement/prospectus relate to the historical financial information of FirstSun and HomeStreet, respectively. Such reports do not extend to the prospective financial information and should not be read to do so. No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for the prospective financial information.

In light of the foregoing, and taking into account that the HomeStreet shareholder meeting will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, HomeStreet shareholders are strongly cautioned not to place unwarranted reliance on such information.

HomeStreet Prospective Financial Information

The following prospective financial information was approved by HomeStreet senior management for use by KBW in connection with KBW performing its financial analyses with respect to HomeStreet on a stand-alone basis for the purposes of KBW’s opinion: (i) estimates of net income for the years ending December 31, 2024 and December 31, 2025 of $6.4 million and $32.7 million, respectively; (ii) estimated EPS for the years ending December 31, 2024 and December 31, 2025 of $0.34 and $1.74, respectively; (iii) estimated total assets of $9,439.4 million, deposits of $6,634.1 million, and gross loans of $7,448.1 million as of the June 30, 2024 closing balance sheet; (iv) estimated annual net income growth rates for the year ending December 31, 2026 of 7.5%, for the year ending December 31, 2027 of 7.5% and the year ended December 31, 2028 of 7.5%; and (v) estimated pre-tax cost of cash of 4.00% and an estimated marginal tax rate of 23.0%.

The following table presents the consensus Wall Street research estimates for HomeStreet 2024 and 2025 EPS, which we refer to collectively as the HomeStreet consensus “street” estimates, that were used by KBW in performing certain financial analyses in connection with its opinion delivered to the HomeStreet board of directors.

FirstSun Prospective Financial Information

The following prospective financial information was approved by FirstSun senior management for use by KBW in connection with KBW performing its financial analyses with respect to FirstSun on a stand-alone basis: (i) estimates of net income for the years ending December 31, 2024 through and December 31, 2026 of $103.5 million for 2024, $114.5 million for 2025, and $123.1 million for 2026; (ii) estimated EPS for the years ending December 31, 2024 through December 31, 2026 of $4.08 for 2024, $4.52 for 2025 and $4.86 for 2026; (iii) estimated total assets of $8,030.0 million, deposits of $6,788.0 million, and gross loans of $6,540.3 million as of the June 30, 2024 closing balance sheet; (iv) estimated annual net income growth rates for the year ending December 31, 2027 of 7.5% and the year ended December 31, 2028 of 7.5%; and (v) estimated pre-tax cost of cash of 4.00% and an estimated marginal tax rate of 23.0%.

Pro Forma Assumptions — Estimated Costs Savings and Expenses Resulting or Derived from the Merger and Purchase Accounting Adjustments 

For purposes of the pro forma Financial Impact Analysis performed by KBW, senior management of FirstSun provided to KBW certain additional prospective financial information including (i) an estimate of $86.8 million of pre-tax transaction expenses, (ii) an estimate of $55.0 million of annual pre-tax synergies expected to result or be derived from the merger fully realized in 2025, and (iii) certain additional pro forma assumptions (including the purchase accounting and other merger-related adjustments and restructuring charges used by KBW) that were included on page 17 of an investor presentation that was filed as Exhibit 99.2 to FirstSun’s Form 8-K filed on January 16, 2024, which is incorporated by reference into this proxy statement/prospectus.

Opinion of HomeStreet’s Financial Advisor

As part of its engagement, representatives of KBW attended the meeting of the HomeStreet board of directors held on January 15, 2024, at which the HomeStreet board of directors evaluated the proposed transaction. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the HomeStreet board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of HomeStreet common stock. The HomeStreet board of directors approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the HomeStreet board of directors (in its capacity as such) in connection with its consideration of the financial terms of the transaction. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to the holders of HomeStreet common stock. It did not address the underlying business decision of HomeStreet to engage in the transaction or enter into the merger agreement or constitute a recommendation to the HomeStreet board of directors in connection with the transaction, and it does not constitute a recommendation to any holder of HomeStreet common stock or any shareholder of any other entity as to how to vote in connection with the transaction or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, shareholders’ or affiliates’ agreement with respect to the transaction or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of HomeStreet and FirstSun and bearing upon the transaction, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of HomeStreet and FirstSun regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by HomeStreet, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with HomeStreet.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of HomeStreet as to the reasonableness and achievability of the financial and operating forecasts and projections of HomeStreet referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of the HomeStreet board of directors, upon FirstSun management as to the reasonableness and achievability of the financial and operating forecasts and projections of FirstSun referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods currently estimated by such management. In addition, KBW relied, with the consent of the Board, upon the respective managements of HomeStreet and FirstSun as to the reasonableness and achievability of the estimates regarding certain pro forma financial effects of the transaction on FirstSun (including, without limitation, the cost savings expected to result or be derived from the transaction), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that such information was reasonably prepared and represented the best currently available estimates and judgments of such managements and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods currently estimated by such managements.

The portion of the foregoing financial information of HomeStreet and FirstSun that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, the widespread disruption, extraordinary uncertainty and unusual volatility arising from global tensions and political unrest, economic uncertainty, inflation, rising interest rates, the COVID-19 pandemic and, in the case of the banking industry, recent actual or threatened regional bank failures, including the effect of evolving governmental interventions and non-interventions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of HomeStreet and FirstSun and with the consent of the HomeStreet board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either HomeStreet or FirstSun since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with HomeStreet’s consent, that the aggregate allowances for loan and lease losses for each of HomeStreet and FirstSun are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of HomeStreet or FirstSun, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of HomeStreet or FirstSun under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. KBW made note of the classification by each of HomeStreet and FirstSun of its loans and owned securities as either held to maturity or held for investment, on the one hand, or held for sale, on the other hand, and also reviewed reported fair value marks-to-market and other reported valuation information, if any, relating to such loans or owned securities contained in the respective financial statements of HomeStreet and FirstSun, but KBW expressed no view as to any such matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

KBW assumed that the transaction would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of HomeStreet that HomeStreet relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to HomeStreet, FirstSun, the transaction and any related transaction, and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the merger to the holders of HomeStreet common stock. KBW expressed no view or opinion as to any other terms or aspects of the transaction or any term or aspect of any related transactions (including the bank merger and the equity financing), including without limitation, the form or structure of the transaction or any such related transaction, any consequences of the transaction or any such related transaction to HomeStreet, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the transaction or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through the date of such opinion. There is currently significant volatility in the stock and other financial markets arising from global tensions and political unrest, economic uncertainty, inflation, rising interest rates, the COVID-19 pandemic and, in the case of the banking industry, recent actual or threatened regional bank failures, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, HomeStreet and FirstSun. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the HomeStreet board of directors in making its determination to approve the merger agreement and the transaction. Consequently, the analyses described below should not be viewed as determinative of the decision of the HomeStreet board of directors with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the transaction were determined through negotiation between HomeStreet and FirstSun and the decision of HomeStreet to enter into the merger agreement was solely that of the HomeStreet board of directors.

The following is a summary of the material financial analyses presented by KBW to the HomeStreet board of directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the HomeStreet board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the transaction of $14.66 per outstanding share of HomeStreet common stock, or approximately $284.8 million in the aggregate, based on the 0.4345x exchange ratio, as used occasionally in this discussion, the “Fixed Exchange Ratio,” in the proposed transaction and the closing price of FirstSun common stock on January 12, 2024. In addition to the financial analyses described below, KBW reviewed with the HomeStreet board of directors for informational purposes, among other things, implied transaction multiples for the proposed transaction (based on the implied transaction value for the transaction of $14.66 per outstanding share of HomeStreet common stock) of 42.8x HomeStreet’s estimated calendar year 2024 EPS using financial and operating forecasts and projections of HomeStreet provided by HomeStreet management.

FirstSun Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of FirstSun to 17 selected major exchange-traded banks headquartered in the Western Region (Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming), Texas and Kansas with total assets between $5 billion and $15 billion. Merger targets and ethnic-focused banks were excluded from the selected companies.

The selected companies were as follows (shown in descending order of total assets):

To perform this analysis, KBW used profitability and other financial information for the latest 12 months (“LTM”) or the most recent completed fiscal quarter (“MRQ”) publicly available (which, in all cases, were the periods ended September 30, 2023) or as of the end of such periods and market price information as of January 12, 2024. KBW also used 2024 and 2025 EPS estimates taken from FirstSun management for FirstSun and from publicly available consensus “street estimates” for the selected companies. Certain financial data presented in the tables below may not correspond to the data presented in FirstSun’s historical financial statements as a result of the different periods, or the data presented under the section “Opinion of FirstSun’s Financial Advisor” assumptions and methods used to compute the financial data presented below.

KBW’s analysis showed the following concerning the financial performance of FirstSun and the selected companies:

KBW’s analysis also showed the following concerning the financial condition of FirstSun and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of FirstSun and the selected companies:

No company used as a comparison in the above selected companies analysis is identical to FirstSun. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

HomeStreet Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of HomeStreet to nine selected major exchange-traded banks headquartered in the Western Region (Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming), with total assets between $5 billion and $20 billion. Merger targets and ethnic-focused banks were excluded from the selected companies.

The selected companies were as follows (shown in descending order of total assets):

To perform this analysis, KBW used profitability and other financial information for the LTM or the MRQ publicly available (which, in all cases, were the periods ended September 30, 2023) or as of the end of such periods and market price information as of January 12, 2024. KBW also used 2024 and 2025 EPS estimates taken from publicly available consensus “street estimates” for HomeStreet and the selected companies to the extent publicly available. Certain financial data presented in the tables below may not correspond to the data presented in HomeStreet’s historical financial statements as a result of the different periods, assumptions and methods used to compute the financial data presented below.

KBW’s analysis showed the following concerning the financial performance of HomeStreet and the selected companies: