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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 16, 2024
 
HOMESTREET, INC.
(Exact name of registrant as specified in its charter)
 
Washington 001-35424 91-0186600
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
601 Union Street, Ste. 2000, Seattle, WA 98101
(Address of principal executive offices) (Zip Code)
(206) 623-3050
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, No Par ValueHMSTNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Act or Rule 12b-2 of the Exchange Act.
☐Emerging growth Company
☐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 12(a) of the Exchange Act.



Item 7.01Regulation FD Disclosure

The information provided pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing or other document filed by HomeStreet, Inc. pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. The information provided pursuant to this Item 7.01 shall instead be deemed “furnished.”
A copy of FirstSun Capital Bancorp's and HomeStreet, Inc's investor presentation related to the transaction described in Item 8.01 is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On January 16, 2024, HomeStreet, Inc. (“HomeStreet”) and FirstSun Capital Bancorp (“FirstSun”) issued a joint press release announcing the execution of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 16, 2024, by and between HomeStreet and FirstSun pursuant to which, upon the terms and subject to the conditions set forth therein, FirstSun and its subsidiary bank, Sunflower Bank, N.A., will merge with HomeStreet and HomeStreet Bank, HomeStreet’s wholly-owned bank subsidiary.

The transaction is expected to close in the middle of 2024, subject to the receipt of regulatory approvals and the approval of First Sun's and HomeStreet’s shareholders.

Under the terms of the agreement, shareholders of HomeStreet will receive, in respect of each share of common stock of HomeStreet held by them, 0.4345 shares of common stock of FirstSun.

A copy of the joint press release issued by HomeStreet and FirstSun is filed as Exhibit 99.2 to this Current Report on Form 8-K. A copy of FirstSun's and HomeStreet's investor presentation related to the merger of HomeStreet with FirstSun is filed as Exhibit 99.1 to this Current Report on Form 8-K.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In general, forward-looking statements can be identified through use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, and include statements related to the expected timing, completion, financial benefits, and other effects of the proposed merger (the "Merger"). Forward-looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial conditions to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to, (1) expected cost savings, synergies and other financial benefits from the Merger not being realized within the expected time frames and costs or difficulties relating to integration matters being greater than expected, (2) the ability of HomeStreet and FirstSun to obtain the necessary approval by its shareholders, (3) the ability of FirstSun and HomeStreet to obtain required governmental approvals of the Merger, (4) the ability of FirstSun to consummate their investment agreements to obtain the necessary capital to support the transaction (5) the failure of the closing conditions in the definitive Merger Agreement to be satisfied, or any unexpected delay in closing the Merger and such other factors as specified in the Forward-Looking Statements section of the attached joint investor presentation and the Cautionary Note Regarding Forward-Looking Statements of the attached joint press release. Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” (in the case of FirstSun), “Forward-Looking


Statements” (in the case of HomeStreet), and “Risk Factors” in FirstSun’s and HomeStreet’s Annual Reports on Form 10-K for the year ended December 31, 2022, and other documents subsequently filed by FirstSun and HomeStreet with the SEC.


ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Merger between FirstSun, a Delaware corporation and HomeStreet, a Washington corporation, First Sun will file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a Proxy Statement of Homestreet and a Prospectus of FirstSun, as well as other relevant documents concerning the proposed transaction. Investors and security holders, prior to making any investment or voting decision, are urged to read the registration statement and proxy statement/prospectus when it becomes available (and any other documents filed with the SEC in connection with the Merger or incorporated by reference into the proxy statement/prospectus) because such documents will contain important information regarding the Merger.

Investors and security holders may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by (i) FirstSun on its website at https://ir.firstsuncb.com/investor-relations/default.aspx”, and (ii) HomeStreet on its website at https://ir.homestreet.com/sec-filings/all-filings/default.aspx.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

PARTICIPANTS IN THE SOLICITATION

FirstSun, HomeStreet and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of HomeStreet in connection with the proposed Merger. Information regarding the directors and executive officers of FirstSun and HomeStreet and other persons who may be deemed participants in the solicitation of the shareholders of HomeStreet in connection with the proposed Merger will be included in the joint proxy statement/prospectus for HomeStreet special meeting of shareholders, which will be filed by FirstSun with the SEC. Information about the directors and officers of FirstSun and their ownership of FirstSun’s common stock can be found in FirstSun’s annual report on Form 10-K, as filed with the SEC on March 16, 2023, and other documents subsequently filed by FirstSun with the SEC. Information about the directors and officers of HomeStreet and their ownership of HomeStreet’s common stock can be found in HomeStreet’s definitive proxy statement in connection with its 2023 annual meeting of shareholders, as filed with the SEC on April 11, 2023, and other documents subsequently filed by HomeStreet with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and other relevant documents regarding the proposed Merger filed with the SEC when they become available.

Item 9.01Financial Statements and Exhibits
(d)Exhibits.
Exhibit 99.1
Exhibit 99.2
Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL document).



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 16, 2024
HomeStreet, Inc.
By: /s/ John M. Michel
 John M. Michel
 Executive Vice President and Chief Financial Officer
 


TRANSFORMATIONAL STRATEGIC MERGER E n h a n c i n g V a l u e f o r O u r S h a r e h o l d e r s , C u s t o m e r s a n d C o m m u n i t i e s J A N U A R Y 1 6 , 2 0 2 4 P o s i t i o n e d f o r G r o w t h i n a C h a l l e n g i n g O p e r a t i n g E n v i r o n m e n t

 
2 FORWARD-LOOKING STATEMENTS This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” “project,” “forecast,” “seek,” “strategy,” “future,” “opportunity,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” “will be,” “will continue,” “will likely result,” or the negative of these terms or comparable variations, and include statements relating to the benefits of the proposed transaction (including the accretive value to earnings), the plans, objectives, expectations, and intentions of FirstSun Capital Bancorp (“FirstSun”) and HomeStreet, Inc. (“HomeStreet”) following their combination, the expected timing of completion of the transaction, and other statements that are not historical facts, although not all forward-looking statements contain such identifying words. Such forward-looking statements represent management’s beliefs, based upon information available at the time the statements were made, with regard to the matters addressed; they are not guarantees of future performance. Actual results could differ materially from the results expressed or implied by the forward- looking statements, which are subject to numerous assumptions, risks, and uncertainties that could change over time. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor, as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the transaction may not be realized or take longer than anticipated to be realized, (2) disruption from the transaction of customer, supplier, employee ,or other business partner relationships, (3) the occurrence of any event, change, or other circumstances that could give rise to a delay in closing the transaction or the termination of the merger agreement, (4) the occurrence of a change in the interest rate environment, including the magnitude and duration of interest rate changes, which could adversely affect FirstSun’s and HomeStreet’s revenue and expenses, value of assets and obligations, and the availability and cost of capital and liquidity, along with the consummation of the merger, (5) the failure to obtain the necessary approval by the shareholders of HomeStreet, (6) the possibility that the costs, fees, expenses, and charges related to the transaction may be greater than anticipated, (7) the ability of FirstSun to obtain required governmental approvals of the transaction on the anticipated timeframe and without the imposition of adverse conditions, (8) reputational risk and the reaction of the companies’ customers, suppliers, employees, or other business partners to the transaction, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the transaction, (10) the risks relating to the integration of HomeStreet’s operations into the operations of FirstSun, including the risk that such integration will be materially delayed or will be more costly or difficult than expected, (11) the risk of potential litigation or regulatory action related to the transaction, (12) the risks associated with FirstSun’s pursuit of future acquisitions, (13) the risk of expansion into new geographic or product markets, (14) the dilution caused by FirstSun’s issuance of additional shares of its common stock in the transaction and related capital raises, (15) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction, (16) risks that the proposed transaction disrupts current plans and operations of FirstSun and HomeStreet, (17) FirstSun’s and HomeStreet’s estimates of its financial performance, (18) the impact of inflation, (19) the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, and the operational risk of lending activities, including the effectiveness of FirstSun’s and HomeStreet’s underwriting practices, and the risk of fraud, (20) fluctuations in the demand for loans, (21) the ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund FirstSun’s andHomeStreet’s activities, particularly in a rising or high interest rate environment, (22) the rapid withdrawal of a significant amount of deposits over a short period of time, (23) results of examinations by regulatory authorities of FirstSun and HomeStreet and the possibility that any such regulatory authority may, among other things, limit FirstSun’s or HomeStreet’s business activities, restrict FirstSun’s or HomeStreet’s ability to invest in certain assets, refrain from issuing an approval or non- objection to certain capital or other actions, increase FirstSun’s or HomeStreet’s allowance for credit losses, result in write-downs of asset values, restrict FirstSun’s or HomeStreet’s ability or that of a FirstSun or HomeStreet bank subsidiary to pay dividends, or impose fines, penalties, or sanctions, (24) the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks, (25) changes in the markets in which FirstSun and HomeStreet compete, including with respect to the competitive landscape, technology evolution, or regulatory changes, (26) changes in consumer spending, borrowing, and saving habits, (27) slowdowns in the securities trading or shifting demand for security trading products, (28) the impact of natural disasters and health epidemics, (29) legislative and regulatory changes, (30) impact of operating in a highly competitive industry, (31) reliance on third party service providers, (32) competition in retaining key employees, (33) risks related to data security and privacy, including the impact of any data security breaches, cyberattacks, employee, or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions, (34) changes to accounting principles and guidelines, (35) potential litigation relating to the proposed transaction that could be instituted against FirstSun, HomeStreet, or their respective directors and officers, including the effects of any outcomes related thereto, (36) volatility in the trading price of FirstSun’s or HomeStreet’s securities, (37) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction and identify and realize additional opportunities, (38) the effect of the announcement or pendency of the proposed transaction on FirstSun’s and HomeStreet’s business relationships, operating results, and business generally, (39) potential difficulties in retaining FirstSun and HomeStreet customers and employees as a result of the proposed transaction, and (40) general competitive, economic, political, and market conditions. Shareholders and investors should also carefully consider the other risks and uncertainties described in the “Risk Factors” section of FirstSun’s registration statement on Form S-4 that will also contain the Proxy Statement of HomeStreet and Prospectus of FirstSun discussed below, when it becomes available. Further information regarding additional factors that could cause results to differ materially from those described above can be found in FirstSun’s Annual Report on Form 10-K for the year ended December 31, 2022, which is on file with the Securities and Exchange Commission (the “SEC”) and is available in the “Investor Relations” section of FirstSun’s website, https://ir.firstsuncb.com/home/default.aspx, and in other documents FirstSun files with the SEC, and in HomeStreet’s Annual Report on Form 10-K for the year ended December 31, 2022, which is on file with the SEC and is available in the “Investor Relations” section of HomeStreet’s website, https://ir.homestreet.com/corporate-profile/default.aspx, and in other documents HomeStreet files with the SEC. These filings do and will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Many of these factors are beyond FirstSun’s and HomeStreet’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. There may also be additional risks that neither FirstSun nor HomeStreet presently knows, or that FirstSun or HomeStreet currently believes are immaterial, that could cause actual events and results to differ from those contained in the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward- looking statements. All forward-looking statements speak only as of the date of this communication, and neither FirstSun nor HomeStreet assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. FirstSun and HomeStreet anticipate that subsequent events and developments will cause FirstSun’s and HomeStreet’s assessments to change. Neither FirstSun nor HomeStreet gives any assurance that either FirstSun or HomeStreet, or the combined company, will achieve the results or other matters set forth in the forward-looking statements. FirstSun and HomeStreet qualify all forward-looking statements by these cautionary statements. DISCLAIMER & FORWARD LOOKING

 
3 DISCLAIMER & FORWARD LOOKING (CONTINUED) NO OFFER OR SOLICIATION This document is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction of any vote or approval and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of FirstSun, HomeStreet, or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law. IMPORTANT ADDITIONAL INFORMATION ANDWHERE TO FIND IT In connection with the proposed transaction, FirstSun intends to file with the SEC a Registration Statement on Form S-4 to register shares of FirstSun common stock that will be issued to HomeStreet shareholders in connection with the merger. The Registration Statement will include a Proxy Statement of HomeStreet and a Prospectus of FirstSun, as well as other relevant documents in connection with HomeStreet’s solicitation of proxies for the vote by HomeStreet’s stockholders concerning the proposed transaction. After the registration statement has been filed and declared effective, to the extent a shareholder vote is required to be held, FirstSun and HomeStreet will mail the Proxy Statement of HomeStreet and Prospectus of FirstSun to their respective stockholders that, as of the applicable record date, are entitled to vote on the matters being considered at the FirstSun stockholder meeting and HomeStreet stockholder meeting. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AND THE DEFINITIVE VERSIONS THEREOF (WHEN THEY BECOME AVAILABLE) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRSTSUN, HOMESTREET, AND THE PROPOSED TRANSACTION. Shareholders of HomeStreet will be able to obtain a free copy of the Registration Statement and definitive Proxy Statement/Prospectus, as well as other filings containing information about FirstSun and HomeStreet, without charge, at the SEC’s website, www.sec.gov. Copies of the Registration Statement and Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference in the Registration Statement and Proxy Statement/Prospectus can also be obtained, without charge, by FirstSun (a) on its website at https://ir.firstsuncb.com/investor-relations/default.aspx under “Financials and Filings”; or (b) through directing a request to FirstSun Capital Bancorp, Attention: Investor Relations, 1400 16th Street, Suite 250, Denver, CO 80202, (303) 962-0150; or by HomeStreet (a) on its website https://ir.homestreet.com/sec-filings/all- filings/default.aspx; or (b) through directing a request to HomeStreet, Inc. Investor Relations, 601 Union St. Suite 2000, Seattle, WA 98101, (206) 623-3050. PARTICIPANTS IN THE SOLICITATION FirstSun, HomeStreet, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of HomeStreet in connection with the proposed transaction under the rules of the SEC. Information regarding FirstSun’s directors and executive officers is available in FirstSun’s 10-K, which was filed with the SEC on March 16, 2023, and other documents filed by FirstSun with the SEC. Information regarding HomeStreet’s directors and executive officers is available in HomeStreet’s definitive proxy statement filed with the SEC on April 11, 2023, and other documents filed by HomeStreet with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus relating to the proposed transaction and in other relevant materials filed with the SEC regarding the proposed transaction (if and when they become available). Free copies of this document may be obtained as described in the preceding paragraph.

 
4 Neal E. Arnold CEO, FirstSun Robert A. Cafera CFO, FirstSun Presenters Agenda V. IV. III. II. I. Mark K. Mason CEO, HomeStreet VI. Transaction Overview & Industrial Logic Pro Forma Company Snapshot Key Financial Impacts Integration & Due Diligence Conclusion Appendix John M. Michel CFO, HomeStreet

 
5 Transaction Overview & Industrial Logic

 
6 CREATING A PREMIER REGIONAL BANKING FRANCHISE MATERIALLY ACCELERATES EACH COMPANY’S OPERATING LEVERAGE TRAJECTORY Best-in-Class Operating Metrics ~1.4% Pro Forma ROAA ~17% Pro Forma ROATCE FSUN Branches HMST Branches Key Highlights $17B Pro Forma Assets(1) 5.6x 2025 Pro Forma Price / Earnings(2) 30%+ 2025 EPS Accretion Combination of Two Top-Tier Core Deposit Franchises Well-Positioned Balance Sheet and Combined Revenue Streams Less Sensitive of Macro-Environment Conditions Material & Immediate Upside to Current Valuation Complementary Business Lines and Lending Expertise Source: S&P Global Market Intelligence. (1) Pro forma assets are estimated at close and include the impact of purchase accounting adjustments. (2) Utilizing the FSUN 20-day average of $33.95 as of January 12, 2024. ~3.9% Pro Forma NIM ~22% Pro Forma Fee Inc. / Rev. Operating in the Largest and Fastest Growing Markets (2025E) Experienced & Tenured Combined Management Team $6.05 2025 EPS Hawaii

 
7 Merger Structure & Consideration ▪ Entities: FirstSun Capital Bancorp (“FirstSun” or “FSUN”), HomeStreet Inc. (“HomeStreet” or “HMST”) ▪ FirstSun will be the legal and accounting acquiror ▪ 100% common stock; FirstSun to issue shares to HomeStreet shareholders ▪ Exchange ratio: HomeStreet shareholders will receive 0.4345 shares of FirstSun for each HomeStreet share ▪ Aggregate merger consideration to HMST of $286 million(1) ▪ Pro Forma entity is expected to be listed on the NASDAQ by closing ▪ Mollie H. Carter (FSUN) Chairman of the Board ▪ Mark K. Mason (HMST) Vice Chairman of the Board ▪ Neal E. Arnold (FSUN) Chief Executive Officer ▪ Robert A. Cafera (FSUN) Chief Financial Officer Pro Forma Leadership Board of Directors ▪ 12 Directors: 9 from FirstSun / 3 from HomeStreet Headquarters ▪ Holding company: Denver, Colorado | Bank headquarters: Dallas, Texas ▪ Major Operation Centers: Dallas, TX | Seattle, WA | Southern California | Greater Kansas City Timing & Approval ▪ Subject to receipt of approvals from shareholders at both companies as well as customary regulatory approvals ▪ FirstSun insider ownership, inclusive of affiliates and Wellington’s $80 million investment at merger announcement, is approximately 69% of pre-merger shares outstanding ▪ Targeted closing: mid-2024 Shareholder Ownership ▪ 64% FirstSun / 22% HomeStreet / 9% Wellington(2) / 5% Other Investor Group Capital Commitments Brand ▪ Combined holding company will be FirstSun ▪ HomeStreet Bank will merge with and into Sunflower Bank, N.A. ▪ Continuation of HomeStreet and Sunflower Bank branding in legacy markets Committed Capital ▪ $175 million in capital commitments from an investor group led by Wellington Management ▪ $80 million will be invested at announcement and $95 million will fund concurrent with the merger closing ▪ Purchase price is fixed at $32.50 per FSUN share ▪ Capital enables combined entity to continue organic growth while maintaining 9%+ CET1 at BHC and 10%+ at bank level after purchase accounting adjustments (1) Utilizing the FSUN 20-day average of $33.95 as of January 12, 2024. (2) Wellington ownership includes $115 million of total equity investment; excludes warrants. TRANSACTION SUMMARY

 
8 # 1 Southern California (2) P 2 Dallas, Texas P 3 Houston, Texas P 4 Phoenix, Arizona P 5 Ontario, California P 6 San Francisco, California 7 Seattle, Washington P 8 Minneapolis, Minnesota 9 San Diego, California P 10 Denver, Colorado P # 1 Orlando, Florida 2 Charlotte, North Carolina 3 Tampa, Florida 4 San Antonio, Texas P 5 Dallas, Texas P 6 Houston, Texas P 7 Atlanta, Georgia 8 Phoenix, Arizona P 9 Denver, Colorado P 10 Seattle, Washington P WELL-POSITIONED IN THE MOST ATTRACTIVE MARKETS Houston, TXSouthern California(2)Denver, CO Seattle, WA Dallas, TX Phoenix, AZ San Antonio , TX Ontario, CA Source: S&P Global Market Intelligence, Company documents. Note: FDIC data as of 6/30/2023. (1) Defined as states west of the Mississippi River. (2) The MSA of Southern California includes Los Angeles, Long Beach, and Anaheim; excludes San Diego and Ontario. Operating in 6 of the Top 10 Fastest Growth MSAs… … And With a Presence in 8 of the Top 10 Largest MSAs in the Central & Western U.S(1)

 
9 COMBINED COMMERCIAL CAPABILITY Source: S&P Global Market Intelligence, FDIC. Note: FDIC data as of 6/30/2023. (1) Includes impact of Pioneer acquisition. FSUN has built a comprehensive C&I growth engine that can be deployed into HomeStreet’s attractive, large metro markets… 102 Bankers Across 6 Regions $1.2 $1.8 $2.2 $2.9 $3.1 2019 2020 2021 2022 2023 Q3 $ in billions; includes owner occupied CRE balances FSUN C&I Loan Balances C&I Team • HMST’s two largest markets (greater Pacific Northwest & SoCal) are large, dense, and ripe for incremental growth • These are wealthy markets with a significant total addressable deposit market opportunity • These markets have experienced significant consolidation in the $5-$50 billion bank space FSUN C&I Capabilities: … HMST brings a stellar track record in multifamily lending and a unique platform to drive additional origination capabilities and commercial servicing revenue $1.1 $1.6 $2.4 $3.8 $3.8 2019 2020 2021 2022 2023 Q3 $ in billions HMST Multifamily Loan Balances Multifamily Team • Extensive track record in multifamily lending with significant portion of the book in California and the Pacific Northwest • High credit quality with consistently low LTVs and strong DSCR ratios • Conservative underwriting practices while maintaining a steady stream of demand • Almost no multifamily charge-offs since HMST inception HMST Real Estate Capabilities: 20+ Bankers Across 4 Regions Multifamily Single Family Residential Construction Industrial / Warehouse HELOC Retail

 
10 $33 $94 $127 $10 $65 ($13) $39 ($6) Standalone Net Income Securities Rate Mark Loan Rate Mark Other Marks Adjusted Net Income Cost Savings (net of Durbin) All Other impacts Fully Synergized Earnings Combination Unlocks Significant Synergized Earnings HOMESTREET, INC. SYNERGIZED EARNINGS POWER Source: S&P Global Market Intelligence, Company documents. (1) HMST Management projected 2025 net income. (2) Net after-tax impact of all other rate mark-to-market. (3) Includes impact of CDI amortization net of reversal of HomeStreet’s CDI, financing costs, interest income on net proceeds, and all other merger related items. ROAA 0.36% 1.03% 1.39% • Pre-tax cost saves of $55mm or ~11% of combined core expense based on bottoms up analysis – Focus on back-office redundancy, technology and professional services • $175 million capital raise unlocks ability to mark-to-market assets and keep them on the combined balance sheet • Interest rate mark-to-market improves HMST standalone NIM in 2025 by ~90bps • Combined balance sheet flexibility • No credit mark accretion factored into modeling • No revenue enhancements factored into modeling (but identified) 2025 Estimated, $ in millions (2) (3)(1)

 
11 3.9% TOGETHER, WE ARE A SUPERIOR PERFORMANCE BANKING FRANCHISE Compelling Valuation Dynamics Pro Forma Financial Performance Relative to $15-$30B Asset Banks(3) 1.4% 17% 4.2% Source: S&P Global Market Intelligence, Factset. Note: Market and estimate data as of January 12, 2024. (1) Utilizes HMST and FSUN standalone tangible book value per share as of September 30, 2023. (2) Financial Impacts are estimated at close and include the impact of purchase accounting adjustments, one-time deal charges, and the dilutive impact of the $175 million capital raise on a GAAP basis. (3) Nationwide major exchange-traded banks and thrifts with total assets between $15 and $30 billion as of September 30, 2023, excluding merger targets, mutuals, and merger-of-equals participants. 0.56x HMST Purchase Price/TBV 1.15x FSUN Issuance Price/TBV Top-Tier Revenue Generation (MRQ Operating Revenue / Avg. Assets) Powerful NIM (2025 Estimated) Top-Tier Return on TCE (2025 ROATCE) Strong Projected ROAA (2025 ROAA) P/TBV Multiples(1) P/EPS Multiples 7.5x FSUN Price/2025 EPS (Pre-Raise) 2.2x HMST Price/2025 Fully Synergized EPS Financial Impact(2) To the Issuer of Shares 30%+ ’25 EPS Accretion < 2 yrs TBV Earnback 25%+ IRR ~(6.5%) TBV Dilution At Close ~500bps ROATCE Improvement

 
12 Pro Forma Company Snapshot

 
13 Consumer Business Washington Texas Kansas California Colorado New Mexico Other (AZ, HI, OR) 28% 15% 13% 12% 12% 10% 10% Composition by type Composition by geography(4)(5) ✓ Core deposits well balanced across pro forma footprint and both retail and commercial franchises ✓ Combined entity uninsured deposit(1) levels at 20%, relative to the peer(2) group median at 39% ✓ HomeStreet non-time franchise is attractive, seasoned and granular – ~8.7 yrs. weighted average age – ~$32k average account size – ~71% accounts opened prior to 2020 (pre-COVID) Source: S&P Global Market Intelligence, Company documents. (1) Utilizes bank-level regulatory data as of September 30, 2023. (2) Nationwide major exchange-traded banks and thrifts with total assets between $15 and $30 billion as of September 30, 2023, excluding merger targets, mutuals, and merger-of-equals participants. (3) Excludes impact of purchase accounting adjustments. (4) Washington excludes non-reciprocal brokered deposits. (5) FDIC data as of 6/30/2023. $13.1B in Pro Forma Deposits(1,3) STRONG COMBINED DEPOSIT BASE Non-interest bearing transaction Interest-bearing transaction Time Savings and MMDA 24% 6% 36% 34% $13.1 B Deposits 64% non-time 60% 40% Composition by customer

 
14 ✓ Pro forma loan portfolio is highly diversified and provides upside growth potential in multiple verticals and expertise from each entity – HMST multifamily is reduced from 51% of standalone loans to ~29% pro forma(1,4) ✓ Both companies bring a portfolio with a strong history of credit quality and a de-emphasis on non-owner occupied CRE – Both companies have long-term(2) net charge-off levels well below peers(3) (FSUN: 3bps I HMST: 1bps I Peer median: 11bps) – COVID-19 peak deferrals were 1.3% and 6.8% at FSUN and HMST, respectively, relative to the peer group median at 12.6% – Non-owner occupied CRE (excluding multifamily) below 200% of total risk-based capital for each entity Source: S&P Global Market Intelligence, Company Documents. Note: BHC data used unless otherwise stated. (1) Excludes purchase accounting and other merger-related adjustments. (2) Utilizes a 10-year average of net charge-offs/average loans. (3) Nationwide major exchange-traded banks and thrifts with total assets between $15 and $30 billion as of September 30, 2023, excluding merger targets, mutuals, and merger-of-equals participants. (4) Utilizes bank-level regulatory data as of September 30, 2023. (5) Owner-occupied CRE is included within C&I loans. (6) Excludes multifamily loans by state for the pro forma entity unless otherwise stated. (7) Pro forma BHC CRE excluding multifamily loans/total risk-based capital shown, total risk-based capital includes purchase accounting and other merger- related adjustments. (8) All other is comprised of 38 states. DIVERSIFIED, LOW RISK LOAN PORTFOLIO Composition by product type(1,4) $13.7B in Pro Forma Total Loans & Leases 157% of Risk-Based Capital(7) Composition by geography(1,6) ~72% in California ~17% in Pacific Northwest ~11% in Other 8% 10% 19% 29% 28% 6% (5) Construction & Land NOO CRE Residential Multifamily Commercial & Industrial Consumer & Other (8) Kansas Arizona Colorado California Washington Texas All Other MO 2% OR 2% NM 1% IL 1% FL 1% Multifamily 3% 5% 6% 8% 15% 15% 8% 31%

 
15 ROBUST, COMPLEMENTARY AND WELL-BALANCED REVENUE STREAMS Source: S&P Global Market Intelligence, Company documents & FactSet. Note: Financial data as of last twelve months (“LTM”) September 30, 2023. (1) Full year 2025 data shown for combined company metric, excludes the impact of identified revenue enhancements; Performance from Q3 of 2022 to Q3 of 2023 is shown for peers. (2) Nationwide major exchange-traded banks and thrifts with total assets between $15 and $30 billion as of September 30, 2023, excluding merger targets, mutuals, and merger-of-equals participants; FactSet consensus estimates as of January 12, 2024; excludes HTH from chart given business revenue model. Neutral Earnings Sensitivity Profile ✓ Balanced, more neutral NII (net interest income) sensitivity position pro forma ✓ Combined fee income represents approximately 22% of total revenue – relative to 17% median of $15-30B asset banks(1) ✓ Residential GOS mortgage business is under 5% of pro forma revenue (last twelve months and excluding any deal synergy impact) – Complementary businesses and both focused in core footprints – Material back-office cost synergies available in merger – Provides interest rate risk hedge in a declining rate environment ✓ Combined company well-positioned to leverage each partner’s strengths across the broader pro forma footprint – FSUN: C&I including Treasury Management capabilities, Trust/Wealth Management – HMST: multifamily lending, commercial real estate, construction lending, mortgage banking, loan servicing and FNMA DUS license 2025E Pro Forma (1) Pro Forma 2025E Fee Inc. / Total Revenue Relative to $10B - $30B Asset Banks(2) 22% Liability Sensitive Asset Sensitive 46bps NIM Expansion 2019-2021 120bps NIM Expansion 2021-2023YTD 72bps ROAA Expansion96bps ROAA Expansion

 
16 Key Financial Impacts

 
17 KEY MODEL IMPACTS AND ASSUMPTIONS Source: Company documents. ▪ FSUN and HMST standalone projections based on management projections ▪ Pro Forma reflects management’s outlook for the combined company Earnings ▪ Represents approximately $55 million pre-tax or ~11% reduction of combined expense base, and 26% of HMST standalone expense base ▪ Reflects bottoms-up cost savings analysis expected to be fully phased in by 2025 Cost Synergies ▪ Gross credit mark equal to 1.08% of total loans (~$80 million), resulting in 1.21% pro forma reserves at close ▪ Assumes mark is 100% PCD Credit Mark ▪ ~$87 million pre-tax; ~$41 million realized at Transaction Close, remainder in the second half of 2024 ▪ Reflected in computation of pro forma tangible book value per share at closing One Time Costs ▪ ~$83 million (equivalent to ~2.2% of non-time deposits), amortized over 10 years utilizing sum-of-year digits methodologyCore Deposit Intangible ▪ $420 million (~5.6%) HMST loan pre-tax write down, $323mm after-tax impact accreted into earnings over 5 years ▪ Each entity’s AOCI adjusted for 2023Q4 market pricing ▪ HMST’s AOCI assumed to be an after-tax loss of $88 million with $60 million of the $88 million assumed to be accreted through pro forma earnings over 6 years ▪ Rate, spread and other fair value marks: ~$91 million net discount, accreted based on estimate remaining lives of individual assets and liabilities Fair Value Marks Additional Assumptions ▪ 23% marginal tax rate for FSUN and all pro forma merger adjustments ▪ Combined Durbin pre-tax dis-synergy of ~$7 million annually on a fully phased in basis Key Merger Impacts 2025E EPS Accretion Tangible Book Value Dilution @ Close 30%+ ~(6.5%) TBV Earnback (Crossover Method) IRR < 2 Years 25%+

 
18 Recently Closed M&A Comps 1.21% 1.11% 1.53% Peer Median 3.1% 13.9% Peer Median 6.5% 7.2% 7.5% 8.6% 7.6% 8.5% 8.6% 9.4% Q2-2024 2024 2025 Peer Median 8.7% 9.1% 9.3% 10.7% 11.8% 10.8% 10.8% 11.7% Q2-2024 2024 2025 Peer Median GAAP Basis Rate Mark EffectLegend: CET1 Capital Ratio Tangible Common Equity / Tangible Assets Source: S&P Global Market Intelligence. (1) Rate mark effect adds back any unamortized interest rate marks. (2) Bank M&A deals that closed in 2023 prior to September 30, 2023 where seller assets were over $1 billion and whereby the seller assets were over 50% of the buyers assets; two deals: Columbia Banking System, Inc./Umpqua Holdings Corporation and Shore Bancshares, Inc./The Community Financial Corporation; capital ratio data shown in the chart reflects the median first reported quarter post-closing. (3) Nationwide major exchange-traded banks and thrifts with total assets between $15 and $30 billion as of September 30, 2023, excluding merger targets, mutuals, and merger-of-equals participants. (4) Ex. multifamily excludes the implied HMST multifamily loans at close and the reserves attributed to multifamily loans as of September 30, 2023. (5) Pro forma ratios are estimates at deal closing and include the pro forma merger adjustments and purchase accounting marks. (3) ACL / Loans AOCI as a % of GAAP Equity (4,5) GAAP Basis Ex. MultifamilyLegend: (5) (3)(3) (3)Recently Closed M&A Comps (2) (2) Post-Closing Capital Ratios 2024-2025E Well-Positioned for Any Environment Closing Closing IMPRESSIVE CAPITAL ACCRETION & DURABLE PRO FORMA BALANCE SHEET (1) FSUN/HMST in excess of recently closed deals

 
19 POSITIONED FOR UPSIDE MARKET PERFORMANCE Source: S&P Global Market Intelligence; FactSet. Note: Market data as of January 12, 2024. (1) Pro forma ratios are estimates at deal closing estimates at closing including purchase accounting and other merger adjustments. (2) Nationwide major exchange-traded banks and thrifts with total assets between $15 and $30 billion as of September 30, 2023, excluding merger targets, mutuals, and merger-of-equals participants. (3) Profitability metrics for FSUN/HMST estimated as of first full year of pro forma operation, FY 2025; last twelve months as of September 30, 2023 for Peers. (4) Utilizing the FSUN 20-day average of $33.95 as of January 12, 2024. (5) Tangible book value at closing of $30.69, see page 26 for more detail. (6) 2025 Pro forma EPS of $6.05, see page 27 for more detail. (1) Better Pro Forma Peers (2) Than Peers? Median Top Quartile Profitability (3) Estimated Net Interest Margin ~3.9% ✓ 3.4% 3.6% Fee Income / Revenue ~22% ✓ 16% 22% Core ROAA ~1.4% ✓ 1.2% 1.5% Core ROATCE ~17% ✓ 16% 20% Implied Trading Multiples Stock Price (4) $33.95 -- -- Price / TBV @ Closing (5) 1.11x 1.56x 2.07x Trading Multiple Differential 41% 87% Price / 2025 EPS (6) 5.6x 11.3x 12.5x Trading Multiple Differential 101% 123%

 
20 Integration & Due Diligence

 
21 EXTENSIVE DUE DILIGENCE CONDUCTED ON BOTH BANKS Diligence focus areas included: Credit Deposit & Borrowings Treasury Risk Management Legal / Compliance Commercial Banking Retail Banking Capital Accounting & Tax Technology & Operations Audit Human Resources Comprehensive Mutual Due Diligence Process • Multi-month process led by both senior leadership teams • Significant engagement across all functional and business areas • Both FirstSun and HomeStreet management and employees have significant and recent M&A integration experience Deep Dive on Loans (Rate and Credit) • Comprehensive third party credit review compromised of significant sampling of both portfolios • Comprehensive third party review of interest rate risk modeling and pro forma operating and capital impacts in various rate shock scenarios • Extensive stress testing performed on both rate and credit Merger Integration Planning (including crossing $10 billion) • Both entities have been actively preparing for crossing $10 billion as standalone entities • Robust enterprise risk management systems in place • Merger analysis fully accounts for the impact of crossing $10 billion

 
22 Conclusion

 
23 COMPELLING INVESTMENT THESIS Premier, differentiated regional bank positioned for growth Balanced franchise with a focus in the nation’s most attractive metro markets and complemented by funding from stable, granular markets Combined balance sheet well-positioned for either a rising rate or declining rate environment Exceptional financial benefits and upside for both sets of shareholders Favorable shareholder construct

 
24 1.11% 1.34% 1.10% 0.95% 2019 - 2023 YTD Average 2023 YTD FSUN $2-$10BN Peers FIRSTSUN: THREE KEY TENETS OF OUR FRANCHISE GROWTH & EVOLUTION $1.7 $1.9 $3.7 $3.9 $4.2 $5.0 $5.7 $7.4 $7.8 2015 2016 2017 2018 2019 2020 2021 2022 2023Q3 Expansion into High Growth Markets via M&A and Organic Growth FSUN Total Assets ($B) FSUN Strategic Growth Pioneer 1 Build High Quality, Durable Profitability While Achieving Operating Leverage2 Protect Tangible Book and Compound Per Share Value at an Above Average Rate3 Source: S&P Global Market Intelligence. (1) EPS in last full year prior to Strategic Growth merger; 2015 year end pre-tax income and adjusted for a 24% tax rate given legacy sub chapter S corporation status TBV CAGR Since 2019 YE 9.5% 6.2% FSUN $5-$10BN Peers $1.12 $4.10 Pre-SGB EPS in 2015 FSUN 2023Q3 LTM GAAP EPS Long-Term EPS CAGR GAAP ROAA 1.03% 1.41% 1.11% 1.03% 2020 - 2023 YTD Average 2023 YTD FSUN $2-$10BN Peers (1)

 
25 Appendix

 
26 $ millions Shares (mm) $ per share $ millions FirstSun Capital Bancorp (FSUN): (A) Stock Consideration to HomeStreet (HMST) $286.5 (1) Estimated Standalone Tangible Book Value at Close (6/30/24) $819.3 25.0 $32.82 Pro Forma: Estimated HMST Standalone Tangible Common Equity at Close (6/30/24) $534.0 Estimated Standalone Tangible Book Value at Close (6/30/24) $819.3 25.0 (-) After-tax HMST Restructuring Expenses at Close (10.0) (+) Stock Consideration 286.5 (1) 8.4 (-) Net After-tax Credit Mark (31.6) (3) (+) Bargain Purchase Gain 16.3 (2) (-) After-tax Loan Mark (323.4) (+) Net Proceeds from Capital Raise 174.6 5.4 (-) After-tax Mortgage Servicing Rights Mark 4.0 (-) Core Deposit Intangible (CDI) Created (82.8) (-) After-tax Other Fixed Assets Mark (3.9) (-) After-tax FSUN Restructuring Expenses at Close (23.8) (+) After-tax Time Deposits Mark 1.8 Pro forma FSUN Tangible Book Value at Close (6/30/24) $1,190.1 38.8 $30.69 (+) After-tax FHLB Borrowings Mark 3.7 TBV Dilution at Close - $ ($2.14) (+) After-tax Subordinated Debt Mark 47.5 TBV Dilution at Close - % (6.5%) (+) After-tax Senior Debt Mark 8.0 (+) After-tax Trust Preferred Mark 8.8 Non-GAAP Tangible Book Value Impact: (B) Adjusted HMST Standalone Tangible Common Equity at Close (6/30/24) $239.0 Pro forma FSUN Tangible Book Value at Close (6/30/24) $1,190.1 38.8 $30.69 Excess Over Adjusted Tangible Book Value (A - B) $47.5 (-) After-tax FSUN Restructuring Expenses Post-Closing (34.9) (-) Core Deposit Intangible (CDI) Created (82.8) Illustrative Fully-loaded Pro forma FSUN Tangible Book Value $1,155.2 38.8 $29.79 (+) Deferred Tax Liability on CDI 19.0 Fully-loaded TBV Dilution - $ ($3.04) Goodwill Created $0.0 Fully-loaded TBV Dilution - % (9.3%) Bargain Purchase Gain $16.3 (2) Tangible Book Value Earnback (Crossover Method) < 2 Years PURCHASE ACCOUNTING SUMMARY Sources: Company documents; S&P Global Market Intelligence. (1) Based on 0.4345 shares of FirstSun Capital Bancorp for each HomeStreet, Inc. shares outstanding (~19.4 million, inclusive of unvested common stock equivalents). (2) Based on expectations and assumptions as of announcement date; subject to change at transaction closing (estimated at June 30, 2024 for illustrative purposes). (3) Assumes 100% PCD (Purchase Credit Deteriorated) Loans. Tangible Book Value per Share Impact Calculation of Bargain Purchase Gain

 
27 EARNINGS PER SHARE ACCRETION Sources: Company documents; S&P Global Market Intelligence. (1) Half year impact of combined Durbin amendment impact. (2) $82.8 million pre-tax CDI amortized over 10 years (sum-of-the-years digits method). (3) $420.0 million pre-tax loan interest rate mark accreted over 5 years. (4) AOCI of $60.0 million (after-tax), accreted through earnings over 6 years. (5) Time deposits pre-tax mark of $2.4 million accreted over 1 year; borrowings pre-tax mark of $4.8 million accreted over 2.5 years; subordinated debt pre-tax mark of $61.7 million accreted over 7.5 years; senior debt pre-tax mark of $10.4 million accreted over 2.0 years; trust preferred pre-tax mark of $11.4 million accreted over 12.0 years. (6) Mortgage servicing rights pre-tax mark of $5.1 million amortized over 5 years plus fixed assets pre-tax mark of $5.0 million accreted over 20 years. (7) Net impact of cost of financing, interest income from capital raise proceeds, loss of certain state tax benefits, and pro forma stock grants. (8) Pro forma diluted shares outstanding includes shares issued on the equity raise, pro forma stock grants, and shares issued to HomeStreet based on 0.4345x exchange ratio. Full Year 2025 Pro Forma Earnings Walkthrough GAAP ($mm) $ per share FirstSun Capital Bancorp 2025E Standalone Net Income $114.5 25.4 $4.52 HomeStreet 2025E Standalone Net Income 32.7 Combined Net Income $147.2 25.4 After-tax Pro Forma Adjustments: Cost Savings (Fully Phased-in) $42.3 Combined Durbin Amendment Impact (3.3) (1) Reversal of HomeStreet CDI Amortization 1.6 Core Deposit Intangible (CDI) Amortization, net of DTL (11.0) (2) Loan Interest Rate Mark Accretion 64.7 (3) Accretion of AOCI related to AFS Securities 10.0 (4) Time Deposits / Debt / Borrowings Mark Accretion (13.2) (5) Other Assets Amortization, Net (0.6) (6) All Other Pro Forma Adjustments, Net 1.9 (7) Pro Forma FirstSun Capital Bancorp Net Income $239.7 39.6 (8) $6.05 FirstSun Capital Bancorp EPS Accretion - $ $1.53 FirstSun Capital Bancorp EPS Accretion - % 34.0% Millions of Diluted Shares

 


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Company Release – 01/16/2024 6:30AM EST
FirstSun Capital Bancorp and HomeStreet, Inc. Announce Transformational Strategic Merger
and $175 Million Equity Raise

Combination will create a premier bank operating in the nation’s best markets in the Southwest and West Coast
•Combined assets of approximately $17 billion
•Dallas, Texas headquartered bank with an extensive footprint in 6 of the top 10 fastest growing MSA’s in the United States
•Top-tier performance metrics on a pro forma combined basis: ~1.4% ROA and ~17% ROATCE
•30%+ accretion to FSUN’s 2025 estimated EPS
•$175 million equity raise, led by Wellington Management, is fully committed
•Pro forma balance sheet well-positioned with a high-quality combined deposit franchise and neutral interest rate risk profile
•Highly experienced combined executive management team with proven expertise in M&A

DENVER, Colorado and SEATTLE, Washington, January 16, 2024 /Business Wire/ -- FirstSun Capital Bancorp (“FirstSun,” or the “Company”) (OTCQX: FSUN), the holding company of Dallas-based Sunflower Bank, N.A. (“Sunflower Bank”) and Seattle-based HomeStreet, Inc. (“HomeStreet”) (Nasdaq: HMST), the holding company of HomeStreet Bank (“HomeStreet Bank”) jointly announced today that they have entered into a definitive merger agreement, which was unanimously approved by the board of directors of both companies. Under the terms of the agreement, HomeStreet and HomeStreet Bank will merge with and into FirstSun and Sunflower Bank, respectively, with HomeStreet Bank continuing to operate under its tradename in its current markets. Under the terms of the agreement, the companies will combine in an all-stock transaction in which HomeStreet shareholders will receive 0.4345 of a share of FirstSun common stock for each share of HomeStreet common stock which represents a value of $14.75 per share representing a 37% premium to the closing price per share of HomeStreet Shares on January 12, 2024. The combined entity is expected to be listed on the NASDAQ upon closing.

FirstSun also announced today that it has entered into investment agreements with investors to raise capital to support the merger, led by Wellington Management (“Wellington”, and combined the “Investors”). In aggregate, $175 million of common stock will be issued to those Investors: (a) $80 million of which will be issued to Wellington immediately following today’s merger announcement, and (b) the remaining $95 million of which will be issued concurrently with, and subject to, closing of the merger (“acquisition equity”). The proceeds of this capital are expected to support the pro forma company’s balance sheet, resulting in CET1 of 9%+ pro forma at the consolidated BHC level and 10%+ at the bank level.

Upon completion of the merger, the shares issued to HomeStreet shareholders are expected to comprise 22% of the outstanding shares of the combined company, the shares issued to Investors in the common stock issuance are expected to represent 14% of the combined company, and the expected remaining ownership of 64% will be held by legacy FirstSun common shareholders.

Once completed, the merger will create a premier regional bank with $17 billion in total assets and 129 branch locations across some of the most attractive markets in the United States. The expanded footprint complements FirstSun’s current presence in the high growth markets of the Southwest to include HomeStreet’s strong presence in Southern California, Hawaii, and other key markets in the Pacific Northwest.

Mollie Hale Carter, Executive Chairman of FirstSun, and Neal Arnold, CEO, President & Director of FirstSun, will retain their current roles at the combined company. Mark Mason, who currently serves as Executive Chairman, President & CEO of HomeStreet, will serve as Executive Vice Chairman at the combined company following the merger. Additionally, three current HomeStreet directors, inclusive of Mr. Mason, will join the combined company board of directors at closing.

“It brings us great excitement to welcome aboard HomeStreet’s valued customers and associates,” said Mollie Hale Carter, Executive Chairman of FirstSun and Sunflower. “We are very confident that this merger will enhance our


ability to deliver stronger and more sustainable growth with greater earnings power and shareholder value creation to our combined shareholders. Each entity brings a presence in large, dynamic markets that are ripe for future organic growth. The combination of FirstSun and HomeStreet creates a premier midcap bank in the nation’s best markets and an opportunity to deploy FirstSun’s proven playbook of C&I focused growth. FirstSun is excited about the strategic synergies of this merger and the opportunities created to deliver strong sustainable growth and superior shareholder value creation. The HomeStreet team brings additional talent to enhance our specialty business line capabilities across this expanded footprint.”
Mark Mason, Chairman, CEO and President of HomeStreet said, “This merger validates the intrinsic value of HomeStreet’s loyal customer base, strong management and dynamic markets in which we operate and allows our shareholders to participate in the benefits of the combination going forward. The combined company will have an attractive and comprehensive product suite and market footprint as well as a more diversified loan portfolio and increased lending capabilities across asset classes, geographies and industry verticals. We believe this merger will also improve our customers’ experience and create new opportunities for our employees enabling us to retain and attract top talent. Both organizations share strong credit and risk management cultures and a deep commitment to our customers, community service and being good corporate citizens.”
“We are excited to be an anchor investor in the creation of a new $17 billion asset bank serving customers in high growth markets in the US,” said Nick Adams, portfolio manager, Wellington Management. “We believe bringing together these companies and combining their management teams will bolster the scale and diversification of their business and create greater value for shareholders.”
Strategic Benefits of the Transaction

•Operating in the largest and fastest growing markets: Presence in 6 of the top 10 fastest growing MSAs in the United States and a presence in 8 of the 10 largest Central and Western United States MSAs.
•Complementary business lines and lending expertise: Minimal geographic operating overlap between FirstSun and HomeStreet provides for a complementary merger that combines a strong C&I platform with an extensive multi-family lending platform and two similarly sized single family lending platforms.
•Combination of two top-tier core deposit franchises: Granular deposit relationships with an emphasis on generating low-cost, core deposits support overall growth prospects.
•Well-positioned balance sheet and revenue streams regardless of macro-environment conditions: Interest rate neutral balance sheet through combining an asset-sensitive FirstSun and a liability sensitive HomeStreet, as well as a fully marked HomeStreet loan and securities portfolio, and strong fee income sources, including HomeStreet’s Fannie Mae Delegated Underwriter and Servicer business.
•Material and immediate upside to current valuation: Significant valuation upside as the combined company is expected to generate profitability returns above peer levels.

Financial Benefits of the Merger
The financial benefits of the transaction are compelling, with estimated 2025 EPS accretion of 30%+ and a < 2 years earn back on tangible book value dilution. The pro forma combined company financial metrics are based on management estimates for FirstSun and HomeStreet, estimated combined company cost synergies, anticipated purchase accounting adjustments, the expected merger closing time-frame, and the capital raise. On a pro forma basis, the business is expected to deliver compelling operating and return metrics in 2025 with cost savings on a fully-phased in basis, including:

•Total Assets of approximately $17 Billion
•Tangible Common Equity at Closing of approximately $1.2 Billion
•Tangible Common Equity to Tangible Assets Ratio of ~ 7.2%
•Common Equity Tier 1 Capital Ratio of ~ 9.1%
•Net Interest Margin of ~ 3.9%
•Fee Income to Total Revenue of ~ 22%
•Return on Average Assets of ~ 1.4%; and
•Return on Average Tangible Common Equity of ~ 17%



Transaction Details
FirstSun will be the legal and accounting acquirer and HomeStreet and HomeStreet Bank will merge with and into FirstSun and Sunflower Bank, respectively. HomeStreet Bank will continue to operate under its name in its current markets of operation. Under the terms of the merger agreement, HomeStreet shareholders will receive 0.4345 of a share of FirstSun common stock for each share of HomeStreet common stock.

In the equity capital raise transaction, FirstSun will sell approximately (i) 2.46 million shares of its common stock at an issuance price of $32.50 per share at the announcement of the merger and (ii) 2.92 million shares of its common stock at an issuance price of $32.50 per share at the closing of the merger.

Timing and Approvals
The parties expect the closing of the merger to occur in the middle of 2024, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the shareholders of each company. Principal FirstSun investors, as well as members of the HomeStreet Board of Directors, have executed voting agreements committing to support the transaction. The acquisition equity capital is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions.
Advisors
Stephens Inc. served as financial advisor and rendered a fairness opinion to FirstSun’s board of directors and Nelson Mullins Riley & Scarborough LLP served as legal counsel to FirstSun. Keefe Bruyette and Woods, A Stifel Company, served as financial advisor and rendered a fairness opinion to HomeStreet’s board of directors and Sullivan and Cromwell LLP served as legal counsel to HomeStreet. Schulte, Roth & Zabel LLP served as legal advisor to Wellington Management. Latham & Watkins served as legal advisor to Keefe Bruyette and Woods, A Stifel Company.
Joint Conference Call
FirstSun and HomeStreet will conduct a conference call on Tuesday January 16, 2024, at 12:00 p.m. ET. Neal Arnold, CEO of FirstSun, Mark K. Mason, CEO and President of HomeStreet, Rob Cafera, CFO of FirstSun and John Michel, CFO of HomeStreet, will discuss the proposed merger between FirstSun and HomeStreet. A question and answer session for analysts will follow the presentation. Shareholders, analysts and other interested parties may register in advance at the following URL:
https://www.netroadshow.com/events/login?show=fd0615ad&confId=59925%20%28or%20internationally%20at%20the%20following%20URL%20%20https%3A%2F%2Fwww.netroadshow.com%2Fevents%2Fglobal-numbers%3FconfId%3D59925%29%20or%20may%20join%20the%20call%20by%20dialing%20directly%20at%201-833-470-1428%20shortly%20before%2012%3A00%20p.m.%20ET%20using%20Access%20Code%20043835
About FirstSun Capital Bancorp
FirstSun Capital Bancorp, (OTCQX: FSUN) headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, headquartered in Dallas, Texas, and which also operates under the brands First National 1870 and Guardian Mortgage. Sunflower Bank provides a full range of relationship-focused services to meet personal, business and wealth management financial objectives, with a branch network in Texas, Kansas, Colorado, New Mexico, and Arizona and mortgage capabilities in 43 states. FirstSun had total consolidated assets of $7.8 billion as September 30, 2023.
First National 1870 and Guardian Mortgage are divisions of Sunflower Bank. To learn more, visit SunflowerBank.com, FirstNational1870.com or GuardianMortgageOnline.com.
About HomeStreet, Inc.
HomeStreet, Inc., (Nasdaq: HMST) headquartered in Seattle, Washington, operates as the bank holding company for HomeStreet Bank that provides commercial, mortgage, and consumer/retail banking services primarily in the Western United States. The company offers personal and business checking, savings accounts, interest-bearing, money market accounts, and certificates of deposit; credit cards, insurance, and cash management services. HomeStreet had total assets of $9.5 billion and total deposits of $6.7 billion as of September 30, 2023, with a branch network in Washington, California, Oregon, and Hawaii, along with lending offices in Utah and Idaho.

HomeStreet Bank is a subsidiary of HomeStreet, Inc. To learn more, visit homestreet.com.


About Wellington Management
Wellington Management is one of the world’s largest independent investment management firms, serving as a trusted adviser to over 2,500 clients in more than 60 countries. The firm manages more than US$1.1 trillion for pensions, endowments and foundations, insurers, family offices, fund sponsors, global wealth managers, and other clients. Wellington aspires to provide excellent service to clients through a unique combination of independence enabled by its distinctive private partnership model, diverse perspectives through its unified, multi-asset investment platform, and relentless curiosity and intellectual rigor fostered by its enduring collaborative cultures.
Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of FirstSun and HomeStreet with respect to their planned merger and the expected timing of the closing of the transaction. Words such as "may," "will," "believe," "anticipate," "expect," "intend," "opportunity," "continue," "should," and "could" and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:
•the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);
•the failure of HomeStreet to obtain shareholder approval, or the failure of either party to satisfy any of the other closing conditions to the transaction on a timely basis or at all;
•the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;
•the possibility that the anticipated benefits of the transaction, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where FirstSun and HomeStreet do business, or as a result of other unexpected factors or events;
•diversion of management's attention from ongoing business operations and opportunities;
•potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction;
•the outcome of any legal proceedings that may be instituted against FirstSun or HomeStreet; and
•other factors that may affect future results of FirstSun or HomeStreet including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” (in the case of FirstSun), “Forward-Looking Statements” (in the case of HomeStreet), and “Risk Factors” in FirstSun’s and HomeStreet’s Annual Reports on Form 10-K for the year ended December 31, 2022, and other documents subsequently filed by FirstSun and HomeStreet with the SEC. FirstSun and HomeStreet disclaim any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information About the Merger and Where to Find It
This communication is being made in respect of the proposed merger transaction between FirstSun and HomeStreet. In connection with the proposed merger, FirstSun will file a registration statement on Form S-4 with the SEC to register FirstSun's shares that will be issued to HomeStreet's shareholders in connection with the merger. The registration statement will include a proxy statement of HomeStreet and a prospectus of FirstSun, as well as other relevant documents concerning the proposed transaction. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.


This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
A free copy of the proxy statement/prospectus, when it becomes available, as well as other documents filed with the SEC by FirstSun may be obtained at the SEC's Internet site at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by (i) FirstSun on its website at https://ir.firstsuncb.com/investor-relations/default.aspx - “Financials and Filings”, and (ii) HomeStreet on its website at https://ir.homestreet.com/sec-filings/all-filings/default.aspx.

Participants in the Solicitation

FirstSun, HomeStreet and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of HomeStreet in connection with the proposed Merger. Information regarding the directors and executive officers of FirstSun and HomeStreet and other persons who may be deemed participants in the solicitation of the shareholders of HomeStreet in connection with the proposed Merger will be included in the proxy statement/prospectus for HomeStreet special meeting of shareholders, which will be filed by FirstSun with the SEC. Information about the directors and officers of FirstSun and their ownership of FirstSun’s common stock can be found in FirstSun’s annual report on Form 10-K, as filed with the SEC on March 16, 2023, and other documents subsequently filed by FirstSun with the SEC. Information about the directors and officers of HomeStreet and their ownership of HomeStreet’s common stock can be found in HomeStreet’s definitive proxy statement in connection with its 2023 annual meeting of shareholders, as filed with the SEC on April 11, 2023, and other documents subsequently filed by HomeStreet with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and other relevant documents regarding the proposed Merger filed with the SEC when they become available.


Contact Information
Investor Contacts:
FirstSun Capital Bancorp
Kelly C. Rackley
Corporate Secretary & Stockholder Relations Manager
303.962.0150 | stockholder.relations@sunflowerbank.com
HomeStreet, Inc.
John Michel
Executive Vice President, Chief Financial Officer
206.515.2291 | john.michel@homestreet.com
Media Contacts:
FirstSun Capital Bancorp
Jeanne Lipson
915.881.6785 | jeanne.lipson@sunflowerbank.com
HomeStreet, Inc.
Misty Ford
206.876.5506 | misty.ford@homestreet.com

SOURCE FirstSun Capital Bancorp and HomeStreet, Inc.

v3.23.4
Cover
Jan. 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 16, 2024
Entity Registrant Name HOMESTREET, INC.
Entity Incorporation, State or Country Code WA
Entity File Number 001-35424
Entity Tax Identification Number 91-0186600
Entity Address, Address Line One 601 Union Street
Entity Address, Address Line Two Ste. 2000
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98101
City Area Code 206
Local Phone Number 623-3050
Written Communications true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, No Par Value
Trading Symbol HMST
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001518715
Amendment Flag false
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