FIRSTSUN CAPITAL BANCORP (Form: 8-K, Received: 04/30/2024 17:17:15)

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): April 30, 2024

FIRSTSUN CAPITAL BANCORP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-258176

(Commission File Number)

81-4552413

(IRS Employer Identification No.)

1400 16th Street, Suite 250

Denver, Colorado

(Address of principal executive offices)

80202

(Zip Code)

(303) 831-6704

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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: none

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement Amendment

On April 30, 2024, FirstSun Capital Bancorp, a Delaware corporation (“FirstSun”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated January 16, 2024 (the “Merger Agreement”), by and among HomeStreet, Inc., a Washington corporation (“HomeStreet”), FirstSun, and Dynamis Subsidiary, Inc., a Washington corporation and wholly owned subsidiary of FirstSun (“Merger Sub”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.

Under the Amendment, HomeStreet, FirstSun, and Merger Sub have agreed to amend the Merger Agreement as follows, in each case as more particularly described in the Amendment:

Contemplate an increase in FirstSun’s total equity capital raised in connection with the merger of an additional $45 million to $60 million, resulting in an increase from an aggregate capital raise of $175 million to up to $235 million.

Reduce the Exchange Ratio from 0.4345 to 0.3867.

Reduce the Termination Fee payable by HomeStreet, in certain circumstances, if HomeStreet receives a competing Acquisition Proposal within 30 days after the effective date of the Amendment from $10,000,000 to $2,600,000 plus reimbursement of FirstSun’s transaction fees and expenses.

Change the structure of the Bank Merger, so that Sunflower Bank, N.A. will convert from a national banking association into a Texas state-chartered bank that is a member of the Federal Reserve System (“New Parent Bank”), and HomeStreet Bank will merge with and into New Parent Bank, with New Parent Bank as the surviving entity in the Bank Merger.

Amend the definition of Requisite Regulatory Approvals such that the approval of the OCC is replaced with the approval of the Texas Department of Banking and additional approvals of the Federal Reserve Board.

Provide for FirstSun’s issuance of $48.5 million of subordinated debt.

Provide for HomeStreet’s disposition of approximately $300 million of certain commercial real estate loans.

The Amendment was unanimously approved by the Boards of Directors of each of FirstSun and HomeStreet.

Other than as expressly modified by the Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by FirstSun with the Securities and Exchange Commission on January 19, 2024, remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment and the Merger Agreement, which are attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and incorporated herein by reference.

Amendment to Acquisition Finance Securities Purchase Agreement

Concurrently with its entry into the Amendment, on April 30, 2024, FirstSun entered into a First Amendment to Acquisition Finance Securities Purchase Agreement (the “AFSPA Amendment”) dated January 16, 2024, with certain funds managed by Wellington Management (“Wellington”) and certain other institutional accredited investors (each, an “Additional Investor” and, collectively with Wellington, the “Investors”). Pursuant to the AFSPA Amendment, on the terms and subject to the conditions set forth therein, substantially concurrently with the closing of the Merger, the Additional Investors will invest an additional $45 million, for an aggregate total investment of $140 million, in exchange for the sale and issuance, at a purchase price of $32.50 per share, approximately 1.4 million shares of FirstSun common stock. Under the terms of the AFSPA Amendment, FirstSun has the ability to offer an additional approximately 460 thousand shares, at a purchase price of $32.50 per share, for an additional investment of $15 million and Castle Creek Capital Partners VIII. L.P., one of the Additional Investors, has a 30 day window to purchase those shares.

Other than as expressly modified by the AFSPA Amendment, the Acquisition Finance Securities Purchase Agreement, a form of which was filed as Exhibit 10.4 to the Current Report on Form 8-K filed by FirstSun with the Securities and Exchange Commission on January 19, 2024, remains in full force and effect. The foregoing description of the AFSPA Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the AFSPA Amendment and the Acquisition Finance Securities Purchance Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuances of the shares of FirstSun Common Stock pursuant to the Acquisition Finance Securities Purchase Agreement, as amended by the AFSPA Amendment are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided by Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation 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 FirstSun Capital Bancorp 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’s and HomeStreet’s joint investor presentation related to the transaction described in Item 8.01 is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On April 30, 2024, FirstSun and HomeStreet issued a joint press release announcing the execution of the Amendment, dated as of April 30, 2024, to the Merger Agreement by and among HomeStreet, FirstSun, and Merger Sub pursuant to which, upon the terms and subject to the conditions set forth therein, FirstSun will acquire HomeStreet and HomeStreet Bank, HomeStreet’s wholly-owned bank subsidiary.

The transaction is expected to close in the fourth quarter of 2024, subject to the receipt of regulatory approvals and the approval of FirstSun’s and HomeStreet’s shareholders and satisfaction or waiver of other closing conditions.

Under the terms of the Merger Agreement, as amended by the Amendment, shareholders of HomeStreet will receive, in respect of each share of common stock of HomeStreet held by them, 0.3867 shares of common stock of FirstSun. Shareholders of HomeStreet, subject to other exceptions, will also be entitled to receive cash in lieu of fractional shares of common stock of FirstSun.

A copy of the joint press release issued by FirstSun and HomeStreet 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, regarding the proposed transaction between HomeStreet and FirstSun. 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 mergers (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 or at all and costs or difficulties relating to integration matters being greater than expected, (2) the ability of HomeStreet to obtain the necessary approval by its shareholders, (3) the ability of FirstSun and HomeStreet to obtain required governmental and regulatory approvals of the Merger 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 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 Merger Agreement, dated as of January 16, 2024, by and between HomeStreet and FirstSun to be satisfied, or any unexpected delay in closing the Merger, (6) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement, (7) the diversion of management’s attention from ongoing business operations and opportunities, (8) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger, and (9) the outcome of any legal proceedings that have been or may be instituted against FirstSun or HomeStreet. Further information regarding additional factors that could affect the forward-looking statements can be found in the cautionary language included under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in FirstSun’s preliminary registration statement on Form S-4 that contains a preliminary HomeStreet proxy statement and a preliminary prospectus of FirstSun discussed below, and other documents subsequently filed by FirstSun and HomeStreet with the U.S. Securities and Exchange Commission (“SEC”).

Additional Information and Where to Find It

In connection with the merger between FirstSun, a Delaware corporation, and HomeStreet, a Washington corporation, FirstSun filed with the SEC a preliminary registration statement on Form S-4 that included a preliminary proxy statement of HomeStreet and a preliminary prospectus of FirstSun on March 8, 2024, which is not yet final and WILL be amended, 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 preliminary registration statement and preliminary proxy statement/prospectus (and any other documents filed with the SEC in connection with the merger or incorporated by reference into the preliminary proxy statement/prospectus) , AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND THE DEFINITIVE VERSIONS THEREOF (WHEN THEY BECOME AVAILABLE) because such documents contain AND WILL CONTAIN important information regarding the merger.

Investors and security holders may obtain free copies of these documents, including the preliminary proxy statement of HomeStreet and the preliminary prospectus of FirstSun, 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 from (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 are included in the preliminary proxy statement/prospectus for HomeStreet’s shareholder meeting, which was filed by FirstSun with the SEC on March 8, 2024. 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 7, 2024, 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 preliminary proxy statement included in the preliminary registration statement on Form S-4, as filed by FirstSun with the SEC on March 8, 2024, HomeStreet’s annual report on Form 10-K, as filed by HomeStreet with the SEC on March 6, 2024, as amended by HomeStreet’s annual report on Form 10-K/A, as filed by HomeStreet with the SEC on April 29, 2024, and other documents subsequently filed by HomeStreet with the SEC. Additional information regarding the interests of such participants is included in the preliminary proxy statement/prospectus and other relevant documents regarding the proposed Merger filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

2.1		Amendment No. 1 to the Agreement and Plan of Merger, dated as of April [30], 2024, by and among HomeStreet, Inc., FirstSun Capital Bancorp, and Dynamis Subsidiary, Inc.*
2.2		Agreement and Plan of Merger dated as of January 16, 2024, by and among HomeStreet, Inc., FirstSun Capital Bancorp, a Delaware corporation, and Dynamis Subsidiary, Inc.* (incorporated herein by reference to Exhibit 2.1 to the report on Form 8-K furnished to the SEC on January 19, 2024)
10.1		Form of First Amendment to Acquisition Finance Securities Purchase Agreement, dated as of April 30, 2024, by and among FirstSun and the parties signatories thereto*
10.2		Form of Acquisition Finance Securities Purchase Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto* (incorporated herein by reference to Exhibit 10.4 to the report on Form 8-K furnished to the SEC on January 19, 2024)
99.1		FirstSun Capital Bancorp and HomeStreet, Inc. Joint Investor Presentation, dated April 30, 2024 (furnished only)
99.2		Joint Press Release of FirstSun Capital Bancorp and HomeStreet, Inc., dated April 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

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: April 30, 2024

FirstSun Capital Bancorp

By:	/s/ Neal E. Arnold
	Neal E. Arnold

	Chief Executive Officer

Exhibit 2.1

EXECUTION FORM

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1, dated April 30, 2024 (this “Amendment”), amends the Agreement and Plan of Merger, dated January 16, 2024 (the “Agreement”), by and among HomeStreet, Inc., a Washington corporation (“Company”), FirstSun Capital Bancorp, a Delaware corporation (“Parent”), and Dynamis Subsidiary, Inc., a Washington corporation and a direct and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Agreement.

RECITAL:

WHEREAS, the parties to the Agreement now desire to amend the Agreement in accordance with Section 9.1 of the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Amendment, and intending to be legally bound by this Amendment, the Parties agree as follows:

Amendments.

(a)

The sixth paragraph of the Recitals of the Agreement is hereby amended and restated as follows:

“WHEREAS, concurrently with the execution and delivery of this Agreement or the Amendment, as applicable, and as a condition to Company’s willingness to enter into this Agreement and the Amendment, Parent has entered into separate investment agreements (each, an “Investment Agreement”) by and between Parent and the investors named therein (the “Investors” and each, an “Investor”), whereby the Investors will make an equity investment in Parent of $80 million concurrently with the execution and delivery of this Agreement in exchange for 2,461,538 shares of Parent Common Stock (the “Initial Investment”) and $140 million concurrently with the Closing of the Merger in exchange for 4,307,692 shares of Parent Common Stock (the “Equity Financing”).

(b)

The eighth paragraph of the Recitals of the Agreement is hereby amended and restated as follows:

“WHEREAS, no later than the Second Step Effective Time, (i) Sunflower Bank, N.A., a national banking association and a wholly owned Subsidiary of Parent (“Parent Bank”) will convert from a national banking association into a Texas state chartered bank that will be a member of the Federal Reserve System (such resulting entity, the “New Parent Bank” or “Sunflower Bank” and such conversion and admission to the Federal Reserve System, collectively, the “Conversion”) and (ii) immediately following the Second Step Merger, HomeStreet Bank, a Washington state-chartered bank and a wholly owned Subsidiary of Company (“Company Bank”) will merge with and into New Parent Bank (the “Bank Merger”) so that New Parent Bank is the surviving entity (the “Surviving Bank”) in the Bank Merger.”

(c)

Section 1.2(j) of the Agreement is hereby amended and restated as follows:

“Conversion and Bank Merger. No later than the Second Step Effective Time, subject to the terms and conditions of this Agreement, as amended, Parent Bank shall convert from a national banking association into New Parent Bank, a Texas state chartered bank, that will be a member of the Federal Reserve System. Immediately following the Second Step Merger, Company Bank will merge with and into New Parent Bank, with New Parent Bank being the surviving entity in the Bank Merger, and following the Bank Merger, the separate corporate existence of Company Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Second Step Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be mutually agreed upon by the Parties (the “Bank Merger Agreement”). The Company shall cause Company Bank, and Parent shall cause New Parent Bank, to execute such certificates or articles of merger and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Second Step Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law.”

(d)

Section 1.4(a) of the Agreement is hereby amended by deleting the reference to “0.4345” and replacing such deleted reference with “0.3867”.

(e)

Section 2.2(e) of the Agreement is hereby amended by deleting the reference in clause (i) to “$33.95” and replacing such deleted reference with “$35.00”.

(f)

Section 4.4 of the Agreement is hereby amended as follows:

(i)

amending and restating clause (b) as follows: “the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act, the Bank Merger Act and the Federal Reserve Act and approval or waiver of such applications, filings and notices,”; and

(ii)

amending and restating clause (c) as follows: “the filing of any required applications, filings and notices, as applicable, with the Texas Department of Banking and the approvals or waivers of such applications, filings and notices,”.

(g)

Section 5.2(j) of the Agreement is hereby amended by adding the following text after “the Parent Certificate Amendment”:

“and as is necessary for the Conversion (after providing reasonable advance notice of the proposed amendment to the Company)”

(h)

The last sentence of Section 6.1(b) of the Agreement is hereby amended and restated as follows:

“As used in this Agreement, the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders and approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (i) from the Federal Reserve Board (in respect of the Conversion, the Mergers, and the Bank Merger), and the Texas Department of Banking (in respect of the Conversion and the Bank Merger), and (ii) set forth in Section 3.4 or Section 4.4 that are necessary to consummate the transactions contemplated by this Agreement (including the Conversion, the Mergers and the Bank Merger) or those the failure of which to be obtained would reasonably be expected to have a Material Adverse Effect on the Surviving Entity.”

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(i)

Section 6.11(b) of the Agreement is hereby amended by deleting the references to “Parent Bank’s” and “Parent Bank” and replacing such deleted references with “New Parent Bank’s” and “New Parent Bank” respectively.

(j)

Section 6.11(d) of the Agreement is hereby amended by deleting the reference to “Sunflower Bank, N.A.” and replacing such deleted reference with “Sunflower Bank”.

(k)

Article VI of the Agreement is hereby amended by adding the following text as a new Section 6.21:

Additional Common Equity Raise. Parent shall use its reasonable best efforts to enter into, within fifty (50) days after the date of the Amendment, an amendment to the Acquisition Finance Securities Purchase Agreement, by and among Parent and the other signatories thereto, dated January 16, 2024 (the “Acquisition Finance SPA”), by which Parent will agree to issue, at the Closing as part of the Equity Financing, an additional 461,539 shares of Parent Common Stock in exchange for an equity investment in Parent of $15 million (or such greater amount as the Parties may agree) to one or more Investors or such other investors that execute joinders to the Acquisition Finance SPA (in a form reasonably acceptable to Company).

(l)

Article VI of the Agreement is hereby amended by adding the following text as a new Section 6.22:

Subordinated Debt Issuance. Parent shall use its reasonable best efforts to enter into, prior to or as of the Closing, one or more definitive agreements, each of which will close contemporaneously with the Closing, whereby Parent will issue, at the Closing, an aggregate principal amount of at least $48,500,000 in subordinated debt that qualifies as Tier 2 capital.

(m)

Article VI of the Agreement is hereby amended by adding the following text as a new Section 6.23:

Company Commercial Real Estate Loan Sale. Each of Company and Parent shall reasonably cooperate with each other to identify approximately $300,000,000 (based on the principal balance), or such other amounts as the Parties may reasonably determine are deemed necessary to obtain the Requisite Regulatory Approvals, of Company’s or its Subsidiaries’ Commercial Real Estate Loans (as hereinafter defined) to be disposed of by Company or its Subsidiaries, such disposition to be contingent upon the Closing and either, as the Parties hereto reasonably determine, effective as of, or as soon as reasonably practicable after, the Closing, in all cases to ensure that such Loan Sale (as hereinafter defined) is accounted for in the immediate post-closing balance sheet of Parent and/or its Subsidiaries. In addition, Company shall use its reasonable best efforts to, and cause its Subsidiaries to use reasonable best efforts to, so dispose of, and enter into one or more Loan Sale Agreements (as hereinafter defined) providing for the dispositions of, such Commercial Real Estate Loans for the best commercially reasonable available price (the “Loan Sale”). In furtherance of the foregoing, Company shall, and shall cause its Subsidiaries to, (i) reasonably cooperate with Parent in connection with the Loan Sale, (ii) consult with and keep Parent apprised of the status of the Loan Sale, (iii) provide Parent with drafts of any contract, agreement or arrangement (if any) relating to the Loan Sale (a “Loan Sale Agreement”) and (iv) provide Parent with a reasonable opportunity to review and comment on any such Loan Sale Agreements, and consider in good faith any reasonable comments made by Parent. “Commercial Real Estate Loans” as used in this Section 6.23, shall mean acquisition, development, and construction lending, and the financing of non-owner occupied real estate held for lease to third parties, including multi-family loans.

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(n)

Section 8.2(b) of the Agreement is hereby amended by adding the following text as a new clause (v)):

“Notwithstanding anything to the contrary in this Section 8.2(b), if the Company receives a bona fide written Acquisition Proposal from a third party after the date of the Amendment but prior to 11:59 p.m., New York time on May 30, 2024 (the “End Date”) (including any third party re-making an Acquisition Proposal that was initially made to the Company prior to the date of the Agreement), which Acquisition Proposal (x) did not result from the Company’s breach of Section 6.12(a) and (y) the Company has publicly announced within the later of (i) the End Date and (ii) ten (10) days after Company’s receipt of such Acquisition Proposal constitutes a Superior Proposal, and in connection therewith this Agreement is terminated (A) by the Company pursuant to Section 8.1(f) (Recommendation Change) or (B) by Parent pursuant to Section 8.1(h)(i) (Recommendation Change), in either case, within the later of (i) the End Date and (ii) ten (10) days after Company’s receipt of such Acquisition Proposal, then the Termination Fee paid or payable by the Company pursuant to 8.2(b)(i) or (ii), as applicable, shall be reduced to $2,600,000 and, in addition, within two (2) business days after submission of documentation therefor, the Company shall reimburse Parent for any and all reasonable out-of-pocket fees and expenses (including reasonable fees and expenses of outside counsel, accountants, investment banking firms and other financial advisors, experts, consultants and other advisors or representatives) incurred or accrued by it or its affiliates in connection with or related to the due diligence, negotiation, evaluation, preparation, authorization, execution or performance of this Agreement and the transactions contemplated by this Agreement (for the avoidance of doubt, including this Amendment).”

(o)

Section 9.6 of the Agreement is hereby amended by adding the following text between “the Mergers” and “and the Bank Merger” in clause (vi) of the seventh sentence therein: “, the Conversion”.

(p)

Section 4.4 of the Parent Disclosure Schedule is hereby amended and restated in the form attached as Schedule A hereto.

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Regulatory Matters. In furtherance of the Parties obligations set forth in Section 6.1 of the Agreement, the Parties shall cooperate with each other and use their reasonable best efforts to prepare and file (a) within thirty (30) days of the date of this Amendment, all applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, to the extent amended pursuant to this Amendment and (b) within thirty (30) days of the date of this Amendment, an amended Proxy Statement and S-4 with the SEC reflecting this Amendment and the revised transaction structure contemplated herein.

Parent Deliveries. Concurrently with the execution of this Amendment, Parent has delivered to Company a true, correct and complete copy of the First Amendment to the Acquisition Finance SPA (the “Amendment to Acquisition Finance SPA”).

Company Consent. The Company hereby consents to Parent’s entry into the Amendment to Acquisition Finance SPA as contemplated in this Amendment to the extent required pursuant to Section 6.18 of the Agreement.

Miscellaneous.

(a)

Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This Amendment shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth herein. This Amendment and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the matters set forth herein, the terms of this Amendment shall control. References in the Agreement (or in any of the other documents and instruments referred to in the Agreement) to the Agreement shall be deemed to mean the Agreement as amended by this Amendment.

(b)

Article IX of the Agreement (and with respect to Section 9.6 thereof, as amended by Section 1(o) of this Amendment) is hereby incorporated by reference mutatis mutandis.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

	FIRSTSUN CAPITAL BANCORP

	By:	/s/ Neal E. Arnold
		Name: Neal E. Arnold
		Title: Chief Executive Officer

	DYNAMIS SUBSIDIARY, INC.

	By:	/s/ Mollie H. Carter
		Name: Mollie H. Carter
		Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

		HOMESTREET, INC.

	By:	/s/ Mark Mason
		Name: Mark Mason
		Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

Exhibit 10.1

Execution Copy

FIRST AMENDMENT

TO THE

ACQUISITION FINANCE

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

FIRSTSUN CAPITAL BANCORP

AND

THE OTHER SIGNATORIES THERETO

April 30, 2024

FIRST AMENDMENT
TO THE
ACQUISITION FINANCE
SECURITIES PURCHASE AGREEMENT

This First Amendment to the Acquisition Finance Securities Purchase Agreement, dated as of April 30, 2024 (this “Amendment”), is entered into by and among FirstSun Capital Bancorp, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

1. The Company and each Purchaser have previously entered into that certain Acquisition Finance Securities Purchase Agreement, dated as of January 16, 2024 (the “Agreement”);

2. Concurrently with the execution of the Agreement, the Company, HMST, and Merger Sub entered into that certain Merger Agreement;

3. The Company, HMST and Merger Sub now desire to amend the terms of the Merger Agreement pursuant to Amendment No. 1 to the Agreement and Plan of Merger, dated April 30, 2024 (the “Merger Agreement Amendment”), pursuant to which, on the terms and subject to the conditions set forth therein, among other things, HMST consented to this Amendment and the exchange ratio under the Merger Agreement was adjusted;

4. The Company and each Purchaser now desire to amend the terms of the Agreement, to consent to the Company’s execution of the Merger Agreement Amendment and to increase the number of shares to be sold and purchased pursuant to the Agreement on the terms and subject to the conditions set forth herein;

5. In connection with the Mergers, each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth below such Purchaser’s name on the signature page of this Agreement (which aggregate amount for all Purchasers together shall be 4,307,692 shares of Common Stock and shall be collectively referred to herein as the “Common Shares”).

NOW, THEREFORE, IN CONSIDERATION of the forgoing and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:

Article 1
DEFINITIONS

1.1 Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement. In addition to the terms defined elsewhere in this Amendment, for all purposes of this Amendment, the following terms shall have the meanings indicated in this Section 1.1:

“Wellington Parties” mean Bay Pond Investors (Bermuda) L.P., Bay Pond Partners, L.P., Ithan Creek Master Investors (Cayman) L.P., Wellington Global Multi-Strategy Master Fund (Cayman) L.P., Wellington Institutional Multi-Strategy Master Fund (Cayman) L.P., Wellington Pagosa Fund (Cayman) II, Ltd., Wellington-CIS Diversifying Strategies Fund (Cayman) L.P., Wolf Creek Investors (Bermuda) L.P., and Wolf Creek Partners, L.P.

Article 2
AMENDMENTS

2.1 Updated Share Allocations. Each reference in the Agreement to the Purchaser’s signature page to the Agreement shall instead reference the Purchaser’s signature page to this Amendment, including with respect to each Purchaser’s Subscription Amount and the number of Shares to be purchased.

2.2 Updated Recital. Paragraph C of the Recitals of the Agreement is hereby amended and restated as follows:

C. In connection with the Mergers, each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth below such Purchaser’s name on the signature page of this Agreement (which aggregate amount for all Purchasers together shall be 4,307,692 shares of Common Stock and shall be collectively referred to herein as the “Common Shares”).

2.3 Increased Minimum Investment Amount. Sections 5.1(g) and 5.2(e) of the Agreement are amended by deleting “$95 million” and substituting in lieu thereof “$140 million” subject to further adjustment pursuant to Section 2.6 of this Amendment.

2.4 Consent to the Merger Agreement Amendment. Each Purchaser consents under Section 4.12(c) of the Agreement to the Company’s execution of the Merger Agreement Amendment.

2.5 Waiver of Negative Covenants. Each Purchaser consents under Section 4.12(b) of the Agreement to the Company’s performance of the actions expressly contemplated by the Merger Agreement Amendment.

2.6 Additional Increase. Each Purchaser consents to the Company’s subsequent execution of an amendment to the Agreement to provide for the purchase and sale of up to 461,539 additional shares of Common Stock on the same terms and conditions, which would increase the number of Common Shares sold under the Agreement to 4,769,231 shares of Common Stock and increase the minimum investment amount from $140 million to $155 million. Castle Creek shall have, for a period of 30 days following the execution of this Amendment, the right to modify its signature page to this Amendment to increase its Subscription Amount by $15,000,017.50 to $60,000,005.00 and to increase the aggregate number of shares of Common Shares to be Acquired by 461,539 shares of Common Stock, and no less than such amount, to 1,846,154 shares of Common Stock. In the event the Company executes an amendment to this Agreement to provide for the purchase of an additional 461,539 shares of Common Stock, whether pursuant to Castle Creek’s exercise of its right or, if Castle Creek declines to exercise its right, via sale to another purchaser, the definition of Common Shares shall automatically, without any further action of the Company or the Purchasers, increase to 4,769,231 shares of Common Stock and the minimum investment amount set forth in Sections 5.1(g) and 5.2(e) shall automatically, without any further action of the Company or the Purchasers, increase to $155 million.

2.7 Wellington Amendments. The Company and each of the Wellington Parties agree that any references to the Agreement contained in the Upfront Securities Purchase Agreement or the Upfront Registration Rights Agreement shall be deemed to mean the Agreement as amended by this Amendment. The Wellington Parties consent under Section 4.13 of the Upfront Securities Purchase Agreement to the Company’s execution of the Merger Agreement Amendment and the Company’s performance of the actions expressly contemplated by the Merger Agreement Amendment. The Company and each of the Wellington Parties agree that Section 4.9 of the Upfront Securities Purchase Agreement shall be amended to obligate the Company to use its commercially reasonable best efforts to list its Common Stock within 180 days of the Closing of the Upfront Securities Purchase Agreement, subject to potential further extension as provided by Section 4.9.

Article 3
MISCELLANEOUS

3.1 Effect of Amendment. Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This Amendment shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth herein. This Amendment and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the matters set forth herein, the terms of this Amendment shall control. References in the Agreement or in any of the other Transaction Agreements to the Agreement shall be deemed to mean the Agreement as amended by this Amendment.

3.2 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

3.3 Governing Law. This Amendment shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles of any jurisdiction that would apply the law of a jurisdiction other than the State of New York.

3.4 Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that the parties need not sign the same counterpart. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Acquisition Finance Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	FIRSTSUN CAPITAL BANCORP
	By:
	Name: Neal E. Arnold
	Title: Chief Executive Officer & President

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGES FOR PURCHASERS FOLLOW]

Company Signature Page

PURCHASER:

	By:
	Name:
	Title:

	Aggregate Purchase Price (Subscription Amount):
	$___________________________________________

	Number of Common Shares to be Acquired: ___________

	Number of shares of Common Stock currently owned by Purchaser:____________________________________

	Tax ID No.:____________________________________

	Jurisdiction Where
	Investment Decision Made:

	Address for Notice:





	Telephone No.: __________________________________
	E-mail Address: __________________________________
	Attention: ______________________________________

Delivery Instructions:
(if different than above)
c/o
Street:
City/State/Zip:
Attention:
Telephone No.:

Purchaser Signature Page

Exhibit 99.1

STRATEGIC MERGER UPDATE A P R I L 3 0 , 2 0 2 4

2 DISCLAIMER & FORWARD LOOKING STATEMENTS 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 and HomeStreet’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 preliminary registration statement on Form S - 4 that contains a preliminary Proxy Statement of HomeStreet and a preliminary Prospectus of FirstSun discussed below, and other documents subsequently filed by FirstSun and HomeStreet with the U . S . Securities and Exchange Commission (“SEC”) . 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 , 2023 , which is on file with the SEC and is available in the “Investor Relations” section of FirstSun’s website, https : //ir . firstsuncb . com/investor - relations/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 , 2023 , as amended 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 .

3 DISCLAIMER & FORWARD LOOKING STATEMENTS (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 AND WHERE TO FIND IT In connection with the proposed transaction, FirstSun filed with the SEC a preliminary Registration Statement on Form S - 4 that included a preliminary proxy statement of HomeStreet and a preliminary prospectus of FirstSun on March 8 , , 2024 , which is not yet final and will be amended, as well as other relevant documents concerning the proposed transaction . INVESTORS AND SHAREHOLDERS, PRIOR TO MAKING ANY INVESTMENT OR VOTING DECISION, ARE URGED TO READ THE PRELIMINARY REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, 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 . Investors and shareholders may obtain a free copies of these documents, including the preliminary proxy statement of HomeStreet and preliminary prospectus of FirstSun, as well as other filings containing information about FirstSun and HomeStreet, without charge, at the SEC’s website, www . sec . gov . Investors and shareholders may also obtain free copies of the documents filed with the SEC, 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 16 th 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 directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of HomeStreet in connection with the proposed transaction. 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 transaction are included in the preliminary proxy statement/prospectus for HomeStreet’s shareholder meeting, which was filed by FirstSun with the SEC on March 8, 2024. 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 7, 2024, 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 preliminary proxy statement included in the preliminary registration statement on Form S - 4, as filed by FirstSun with the SEC on March 8, 2024, HomeStreet’s annual report on Form 10 - K, as filed by HomeStreet with the SEC on March 6, 2024, as amended by HomeStreet’s annual report on Form 10 - K/A, as filed by HomeStreet with the SEC on April 29, 2024 and other documents subsequently filed by HomeStreet with the SEC. Additional information regarding the interests of such participants is included in the preliminary proxy statement/prospectus and other relevant documents regarding the proposed transaction filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.

4 4.65% 3.75% Sep - 23 Oct - 23 Nov - 23 Dec - 23 Jan - 24 Feb - 24 Mar - 24 4.00% 4.25% 4.50% 4.75% 5.00% What Has Changed Since the Reversion to Higher - for - Longer Environment FSUN/HMST Merger Announcement? Meeting Dates Source: S&P Global Market Intelligence, FactSet, Forbes, Bloomberg and CBS News. (1) Measured from 1/2/2024 to 4/29/2024. VOLATILE ENVIRONMENT SINCE MERGER ANNOUNCEMENT x Further pressure on NIMs x Rising stress & delinquencies in select CRE categories (Office, NYC multifamily, etc . ) x Interest rate mark - to - market modestly worse x More defensive regulatory posture 5 Year U.S. Treasury Federal Funds Expectations 5.32% 5.30% 5.25% 5.15% 5.09% 4.99% 4.93% 4.81% 4.55% 4.34% 4.10% 3.92% 3.75% 3.59% 3.50% 4.00% 4.50% 5.00% 5.50% May - 24 Jun - 24 Jul - 24 Aug - 24 Sep - 24 Oct - 24 Nov - 24 Dec - 24 Jan - 25 Current Estimates 2023 Year End Estimates 134 bps Material Environment Factors: Higher - for - Longer Rate Environment CRE Concentration Focus

5 x Further fortressing of the pro forma balance sheet x Raising additional capital and reducing CRE concentration levels x Pro forma bank charter selection: transition from OCC to Texas state charter x Actively monitoring and risk managing rate risk in the HomeStreet portfolio x Identification of more cost synergies x Accelerating the lift - out and ramp - up of C&I team in Southern California x Adjusting the exchange ratio to account for higher - for - longer impact on respective earnings forecast TRANSACTION UPDATE Actions that FSUN/HMST Are Taking In Response to Environmental Changes x Strategic rationale & industrial logic x Credit quality in the HMST loan portfolio • Credit mark remains unchanged x Fortress, de - risked balance sheet • Mid - 9% CET1 at closing (Hold Co.) • Mid - 10% CET1 at closing (Bank) • 385% CRE Concentration ratio at closing (Bank) • $288 million of embedded capital via rate mark accretion post - closing x Compelling accretion & returns • 24%+ EPS accretion in 2025 • ~2.8 year TBV earn back • 25%+ IRR • 1.3% pro forma ROAA in 2025 x Valuation discount vs. $15 - $30B Peers • 1.2x P/TBV vs. Peer range of 1.4x - 1.8x • 6.3x 2025 P/E vs. Peer range of 10.3x - 11.7x What Has NOT Changed Since Announcement…

6 24% + ~2.8 years ~(14%) 25% + 30% + Less than 2 years ~(9%) 25% + 2025 EPS Accretion TBV Earnback Fully - Loaded TBV Dilution IRR Key Financial Impacts to FSUN At Announcement (1/16/2024) $ in millions, except per share amounts Revised Closing Date Targeted Close Mid - 2024 Late 2024 Bank Holding Company (BHC) Subsidiary Bank Federal Reserve OCC Federal Reserve Texas state charter Concurrent with Merger Closing ($M) FSUN Issuance Price $95.0 $32.50 Subordinated Debt (Tier 2 Qualifying) ($M) $0.0 $48.5 Loan Concentration Reduction None Assumed $300M CRE Reduction Fixed Exchange Ratio FSUN Ownership HMST Ownership Wellington ( 2) 0.4345x 64% 22% 9% $14.75 $13.58 Indicative Price Per HMST Share Price / TBV at Announcement Price / HMST 2025 Fully Synergized Earnings 0.56x 2.2x 0.49x 2.2x Regulatory/Charter Structure Common Equity Capital Raise Exchange Ratio & Pro Forma Ownership Valuation to HMST TRANSACTION UPDATE Source: S&P Global Market Intelligence; FactSet; Company Documents. (1) The Company has secured additional capital commitments of $45 million, and has high confidence that it will obtain an additional $15 million. All modeling in the investor presentation assumes the Company will obtain the additional $15 million in commitments. (2) Wellington ownership includes $115 million of total equity investment; excludes warrants. (3) Utilizing the FSUN 20 - day average of $33.95 as of 1/12/2024. (4) Announcement TBV of $26.18 as of 9/30/2023. (5) Utilizing the FSUN 20 - day average of $35.11 as of 4/29/2024. (6) Revised TBV of $27.49 as of 3/31/2024. (3) (4) 9% 5% Other Investor Group Capital Commitments $264 (5) $286 (3) Aggregate Merger Consideration ($M) (5) (6) (1 $235.0 $175.0 Total Raise Amount ($M) $80.0 $80.0 Invested at Announcement ($M) ) (1) $155.0 $32.50 0.3867x 63% 19% 9% (1)

7 Source: S&P Global Market Intelligence; FactSet; Company Documents. (1) Excludes merger expenses and impact of $80 million capital from Wellington. MERGER ECONOMICS & KEY FINANCIAL IMPACTS UPDATE 24% + ~2.8 years ~(14%) 25% + 30% + Less than 2 years ~(9%) 25% + 2025 EPS Accretion TBV Earnback Fully Loaded TBV Dilution IRR Key Financial Impacts to FSUN 1.3% 1.4% ROAA 17% 17% ROATCE 2025 Pro Forma Profitability 3.8% 3.9% NIM 30% + 30% + EPS Accretion Long - Term EPS Accretion & Pro 1.4% + 1.5% + ROAA Forma Profitability At Announcement $ in millions, except per share amounts (1/16/2024) Revised HMST FSUN ( 1) HMST FSUN ( 1) $513.4 $806.2 $532.1 $819.3 Estimated @ 6/30/2024 ($M) (6.3) 56.2 - - - - Plus: Q3/Q4 Forecast ($M) $507.0 $862.4 - - - - Equals: Estimated at Close (12/31/2024) ($M) HMST FSUN HMST FSUN $12.2 $114.3 $32.7 $114.5 Net Income ($M) 0.1% 1.3% 0.4% 1.3% ROAA Total Pre - Tax Charges ($M) Already Incurred Charges ($M) $86.8 - - $91.7 $5.1 Cost Synergies 2025E Pre - Tax ($M) $55.0 $62.6 Estimated TCE @ Closing 2025 Standalone Forecast Fair Value Marks (After - Tax) Deal Charges ($91.3) ($88.0) AOCI ($M) ($61.6) ($61.6) Gross Credit Mark ($M) ($341.2) No change a $0.3 underwriting $48.5 announcem ($323.4) $0.1 $69.8 Loan Rate Mark ($M) MSR/Other Assets ($M) Funding Liabilities ($M) fter re - post ent

8 PRO FORMA CAPITAL & BALANCE SHEET REVIEW Source: S&P Global Market Intelligence; FactSet; Company Documents. (1) Bank M&A deals that closed in 2023/2024 where seller assets were over $1 billion and whereby the seller assets were over 50% of the buyers assets; three deals: Washington Federal, Inc./Luther Burbank Corporation, 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. (2) Nationwide major exchange - traded banks and thrifts with most recent quarter total assets between $15 and $30 billion, excluding merger targets, mutuals, and merger - of - equals participants. (3) WAFD regulatory capital 2024Q1 data not released; estimates based on 2024Q1 earnings release and individual company regulatory financials as of 2023Q4 (Washington Federal Inc. and Luther Burbank Corp.). Comparables Recently Pro Forma Closed M&A (1) Peers (2) 398% 245% 351% 215% Revised Transaction @ Announcement @ Close (2024 YE) 2025 YE @ Close (6/30/2024) CRE Concentration (Bank Level) (3) : CRE as a % of Total Capital CRE ex. Multi as a % of Total Capital 330% 113% 385% 135% 424% 154% 9.4% 10.2% 9.9% 12.6% 10.9% 13.7% 8.6% 9.6% 10.6% 11.8% 11.3% 12.6% 8.6% 10.5% 11.1% Bank Level Capital: Tier 1 Leverage CET1 Ratio Total Risk - Based Capital 6.9% 8.2% 8.9% 12.2% 7.2% 8.3% 9.3% 10.6% 7.2% 9.1% Consolidated BHC Capital: TCE/TA CET1 Ratio 1.1% 1.2% 90% 84% 2% 12% 1.1% 1.2% 100% 99% 3% 3% 1.2% 101% 3% Other Balance Sheet Highlights: Reserves / Loans Loans / Deposits AOCI as a % of GAAP Equity

9 398% 385% 330% 272% 245% 2024 YE Closing 2025 YE 2026 YE Peer Median (3) 8.9% 9.3% 10.6% 11.9% 12.2% 11.3% 12.1% 12.9% 2024 YE Closing 2025 YE 2026 YE Peer Median (3) 3.4% 11.9% 1.15% 1.18% 1.37% Peer Median (3) IMPRESSIVE CAPITAL ACCRETION & DURABLE PRO FORMA BALANCE SHEET Legend: GAAP Basis CET1 Capital Ratio Rate Mark Effect (1) CRE / Total Risk Based Capital Ratio (6) 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 2023/2024 where seller assets were over $1 billion and whereby the seller assets were over 50% of the buyers assets; three deals: Washington Federal, Inc./Luther Burbank Corporation, 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 most recent quarter total assets between $15 and $30 billion, 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 3/31/2024. (5) Pro forma ratios are estimates at deal closing and include the pro forma merger adjustments and purchase accounting marks. (6) Shown at bank - level regulatory capital used, WAFD regulatory capital 2024Q1 data not released; estimates based on 2024Q1 earnings release and individual company regulatory financials as of 2023Q4 (Washington Federal Inc. and Luther Burbank Corp.). Recently Closed M&A Comps (2) AOCI as a % of GAAP Equity (4,5) Legend: GAAP Basis ACL / Loans Ex. Multifamily (5) Peer Median (3) Recently Closed M&A Comps (2) Post - Closing Capital Ratios 2024 - 2026E Well - Positioned for Any Environment FSUN/HMST in excess of recently closed deals $288M of rate mark timing difference will accrete through earnings

10 SHAREHOLDER VALUE CREATION THESIS INTACT Source: S&P Global Market Intelligence; FactSet. (1) Pro forma ratios are estimates at deal closing and include purchase accounting and other merger adjustments. (2) Nationwide major exchange - traded banks and thrifts with most recent quarter total assets between $15 and $30 billion, 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 for Peers. (4) Utilizing the FSUN 20 - day average price of $35.11 as of 4/29/2024. (5) Pro forma TBVPS of $29.83 at close. (6) Pro forma 2025 EPS of $5.57. (1) In Line or Better Than Peers? Pro Forma Peers (2) Median Top Quartile Profitability (3) Estimated 3.4% 3.3% x 3.8% Net Interest Margin 24% 17% x 24% Fee Income / Revenue 1.3% 1.1% x 1.3% Core ROAA 17% 15% x 17% Core ROATCE Implied Trading Multiples - - 1.79x - - 1.35x $35.11 1.18x Stock Price ( 4) Price / TBV @ Closing ( 5) 52% 15% Trading Multiple Differential 11.7x 10.3x 6.3x Price / 2025 EPS ( 6) 85% 63% Trading Multiple Differential

11 INTEGRATION UPDATE Progress • Extensive integration and conversion planning • Actively monitoring and risk managing rate risk in the HomeStreet portfolio • SoCal C&I business development team hired What’s Next • Mid to Late May: File merger and conversion applications with the Federal Reserve and Texas Department of Banking • Transaction close targeted for late 2024 • Execute in conjunction with closing: common equity capital raise, subordinated debt raise, and asset and wholesale funding reductions • Anticipated systems conversion and bank merger late in 2024 or early in 2025 • Execute on business and financial plans; 100% of synergy targets expected to be achieved in 2025

12 COMPELLING INVESTMENT THESIS UNCHANGED 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 and trading dynamics (50%+ insider and affiliates ownership pro forma)

13 Appendix

14 Source: S&P Global Market Intelligence; Company Documents. (1) Defined as nonaccrual loans and 90 days past due or more. LOAN PORTFOLIO UPDATE (2024Q1) FirstSun HomeStreet C&I 39% Owner - occupied CRE 10% Investor CRE 20% Consumer 1% Residential Real Estate 18% Public Finance & Other 12% C&I 5% Owner - occupied CRE 5% Investor CRE 69% Consumer 5% Residential Real Estate 16% $6.3 B Total Loans $7.4 B Total Loans Adjusted For Credit Mark HMST $ in millions FSUN $ in millions $80.0 $39.7 ACL ($M) $79.8 ACL ($M) 53.3 53.3 Nonperforming Loans ($M) (1) 57.6 Nonperforming Loans ($M) (1) 7,445 7,445 Total Loans HFI ($M) 6,285 Total Loans HFI ($M) 1.07% 0.53% ACL / Total Loans HFI 1.27% ACL / Total Loans HFI 150% 74% ACL / Nonperforming Loans 139% ACL / Nonperforming Loans $4.7 Since '19 Cumulativ e NCO ($M) $35.9 Since '19 Cumulativ e NCO ($M) 0.1% Cumulativ e NCO / Av g. Loans 0.8% Cumulativ e NCO / Av g. Loans

15 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 0.3867 shares of FirstSun for each HomeStreet share Aggregate merger consideration to HMST of $264 million (1) NASDAQ uplist prior to closing of the merger ▪ Mollie H. Carter (FSUN) ▪ Mark K. Mason (HMST) ▪ Neal E. Arnold (FSUN) ▪ Robert A. Cafera (FSUN) Chairman of the Board Vice Chairman of the Board Chief Executive Officer 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 HomeStreet shareholders as well as regulatory approvals and other customary closing conditions ▪ Targeted closing: late - 2024 Shareholder Ownership ▪ 63% FirstSun / 19% HomeStreet / 9% Wellington (3) / 9% Other Investor Group Capital Commitments Brand ▪ Combined holding company will be FirstSun ▪ HomeStreet Bank will merge with and into Sunflower Bank ▪ Continuation of HomeStreet and Sunflower Bank branding in legacy markets Committed Capital ▪ $235 (2) million in capital commitments from an investor group led by Wellington Management ▪ $80 million was invested following announcement (1/17/2024) and $155 (2) 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 price of $35.11 as of 4/29/2024. (2) Assumes the Company obtains an additional $15 million in capital commitments. (3) Wellington ownership includes $115 million of total equity investment; excludes warrants. TRANSACTION SUMMARY

16 ▪ Gross credit mark equal to 1.07% of total loans (~$80 million), resulting in 1.15% pro forma reserves at close ▪ Assumes mark is 85% PCD ▪ CECL Day - 2 impact of $12 million assumed in the first Pro Forma full year Credit Mark KEY MODEL IMPACTS AND ASSUMPTIONS ▪ FSUN and HMST standalone projections based on management projections ▪ Pro Forma reflects management’s outlook for the combined company Earnings ▪ Represents approximately $63 million pre - tax or 30% of HMST standalone expense base Cost Synergies ▪ ~$87 million pre - tax remaining to be realized at Transaction Close ▪ Reflected in computation of pro forma tangible book value per share at closing One Time Costs ▪ ~$81 million core deposit intangible ( ~2.3% of non - time deposits), amortized over 10 years utilizing sum - of - year digits methodology ▪ $15 million FNMA DUS license recognized Intangibles ▪ ▪ $443 million (~6.0%) HMST loan pre - tax write down, $341 million after - tax impact accreted into earnings over 5 years ▪ HMST’s AOCI assumed to be an after - tax loss of ~$91 million of which ~$61 million assumed to be accreted through pro forma earnings over 6 years Rate, spread and other fair value marks: ~$63 million net discount, accreted based on estimated 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 after - tax dis - synergy of ~$7 million annually on a fully phased in basis ▪ $48.5 million subordinated debt raised at close ▪ $300 million CRE loan reduction Key Merger Impacts 2025E EPS Accretion (1) Tangible Book Value Dilution @ Close (1) 24%+ ~(13.5%) TBV Earnback (Crossover Method) IRR ~2.8 Years 25%+ Source: Company documents. (1) To legacy FSUN shareholders, illustratively removing the impact of the $80 million Wellington capital raise following announcement (1/17/2024).

17 $34.32 27.4 $942.0 Estimated Standalone Tangible Book Value at Close (12/31/24) $507.0 Estimated HMST Standalone Tangible Common Equity at Close (12/31/24) (2.5) (79.6) ( - ) Impact of Wellington Capital Raise at Announcement (8.1) ( - ) Remaining After - tax HMST Expenses w/ Merger at Close $34.52 25.0 $862.4 Legacy FSUN Standalone Tangible Book Value at Close $ millions Shares (M) $ per share $ millions FirstSun Capital Bancorp (FSUN): (A) Stock Consideration to HomeStreet (HMST) $263.7 (1) Pro Forma: Legacy FSUN Standalone Tangible Book Value at Close (3) (31.2) ( - ) Net After - tax Credit Mark (341.2) ( - ) After - tax Loan Mark 25.0 $862.4 (1) (3.9) ( - ) After - tax Other Fixed Assets Mark 7.5 263.7 (2) (+) Stock Consideration 4.2 (+) After - tax Mortgage Servicing Rights Mark (13.0) ( - ) Goodw ill Created 6.0 (+) After - tax Time Deposits Mark 2.5 79.6 (+) Impact of Wellington Capital Raise at Announcement 4.2 (+) After - tax FHLB Borrowings Mark 4.8 154.6 (+) Net Proceeds from Additional Capital Raise 26.3 (+) After - tax Subordinated Debt Mark (60.6) ( - ) Remaining After - tax FSUN Expenses w/ Merger at Close 4.7 (+) After - tax Senior Debt Mark (80.5) ( - ) Core Deposit Intangible (CDI) Created 7.3 (+) After - tax Trust Preferred Mark (15.0) ( - ) FNMA DUS License Intangible Created $175.5 (B) Adjusted HMST Standalone Tangible Common Equity at Close (12/31/24) (4) (6.3) ( - ) After - tax impact from Balance Sheet Optimization $88.2 Excess Over Adjusted Tangible Book Value (A - B) $29.83 39.7 $1,184.9 Pro forma FSUN Tangible Book Value at Close (12/31/24) (80.5) ( - ) Core Deposit Intangible (CDI) Created ($4.69) TBV Dilution to Legacy FirstSun at Close - $ (15.0) ( - ) FNMA DUS License Intangible Created (13.6%) TBV Dilution to Legacy FirstSun at Close - % 20.3 (+) Deferred Tax Liability on Intangibles (2) $13.0 Goodwill Created ~2.8 Years Tangible Book Value Earnback (Crossover Method) PURCHASE ACCOUNTING SUMMARY Sources: Company documents; S&P Global Market Intelligence. (1) Based on 0.3867 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 12/31/2024 for illustrative purposes). (3) Assumes 85% PCD (Purchase Credit Deteriorated) Loans. (4) Includes after - tax impact of borrowings paydown and loan sale strategies. Tangible Book Value per Share Impact Calculation of Goodwill Created

18 EARNINGS PER SHARE ACCRETION Sources: Company documents; S&P Global Market Intelligence. (1) Includes additional cost savings. (2) Half year impact of combined Durbin amendment impact. (3) Impact of borrowings paydown and loan sale strategies. (4) $80.5 million pre - tax CDI amortized over 10 years (sum - of - the - years digits method). (5) $12.0 million non - PCD credit mark accreted over 5 years. (6) $443.0 million pre - tax loan interest rate mark accreted over 5 years. (7) AOCI net of balance sheet optimization of $61.4 million (after - tax), accreted through earnings over 6 years. (8) Time deposits pre - tax mark of $7.8 million accreted over 1 year; borrowings pre - tax mark of $5.4 million accreted over 2.5 years; subordinated debt pre - tax mark of $34.2 million accreted over 7.0 years; senior debt pre - tax mark of $6.1 million accreted over 1.5 years; trust preferred pre - tax mark of $9.6 million accreted over 11.5 years. (9) Mortgage servicing rights pre - tax mark of $5.4 million amortized over 5 years plus fixed assets pre - tax mark of $5.0 million accreted over 20 years. (10) Net impact of cost of financing, interest income from capital raise proceeds, net impact of subordinated debt raise, loss of certain state tax benefits, and pro forma stock grants. (11) Pro forma diluted shares outstanding includes shares issued on the equity raise, pro forma stock grants, impact of Wellington warrants, and shares issued to HomeStreet based on 0.3867x exchange ratio. Full Year 2025 Pro Forma Earnings Walkthrough $ per share Millions of Diluted Shares GAAP ($M) $4.08 28.0 $114.3 FirstSun Capital Bancorp 2025E Standalone Net Income (2.5) 0.0 ( - ) Impact of Wellington Capital Raise at Announcement $4.48 25.5 $114.3 Legacy FirstSun Capital Bancorp 2025E Standalone Net Income 12.2 (+) HomeStreet 2025E Standalone Net Income After - tax Pro Forma Adjustments: (+) Cost Savings (Fully Phased - in) (+) Expansion of SoCal Franchise via Team Lift - Out ( - ) Combined Durbin Amendment Impact ( - ) Balance Sheet Optimization ( - ) Core Deposit Intangible (CDI) Amortization, net of DTL (+) Reversal of HomeStreet CDI Amortization (+) Credit Mark (Non - PCD) Accretion (+) Loan Interest Rate Mark Accretion (+) Accretion of AOCI related to AFS Securities ( - ) Time Deposits / Debt / Borrowings Mark Accretion ( - ) Other Assets Amortization, Net (+) All Other Pro Forma Adjustments, Net (1) $48.2 4.0 (2) (3.3) (3) (4.6) (4) (11.3) 1.5 (5) 1.8 (6) 68.2 (7) 10.2 (8) (14.9) (9) (0.6) (10) 1.2 Pro Forma FirstSun Capital Bancorp Net Income $227.1 (11) 40.8 $5.57 Legacy FirstSun Capital Bancorp EPS Accretion - $ Legacy FirstSun Capital Bancorp EPS Accretion - % $1.09 24.3%

19 Combination Unlocks Significant Synergized Earnings 2025 Estimated, $ in millions MATERIAL SYNERGIZED EARNINGS POWER Source: S&P Global Market Intelligence, Company documents. (1) HMST Management projected 2025 net income, no growth forecast. (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 0.14% 0.87% 1.29% Other (2) Balance All Other Fully Sheet impacts (3) Synergized Optimization Earnings Standalone (1) Securities 1.50%+ Fully implementing the FSUN C&I and Treasury Management playbook in HomeStreet markets could drive ROA to 1.50%+ $12 $77 $115 $10 $70 ($15) $45 $4 ($5) ($7) Net Income Rate Mark Loan Marks Marks Adjusted Net Income Cost Savings (net of Durbin) SoCal Team

20 PRO FORMA CAP TABLE & INVESTOR EVOLUTION x Strong insider and affiliate ownership x Significant variance in index/passive and overall institutional ownership relative to peers x NASDAQ uplist prior to closing of the merger Pro Forma FSUN/HMST Cap Table Source: S&P Global Market Intelligence; FactSet. Note: Assumes FirstSun has no passive institutional ownership. (1) Utilizing the FSUN 20 - day average of $35.11 as of 4/29/2024. Legacy FSUN PE + <4.9% Ownership ($101M mkt cap) New FSUN PE/Institutional ($295M mkt cap) Active Institutional ($191M mkt cap) Index/Passive Institutional ($38M mkt cap) Retail/Non Institutional ($348M mkt cap) Insiders and Affiliates 57% Market Cap $ in millions (1) Hale Family, Board & Management ($422M mkt cap) New FSUN PE/Institutional Investors ($295M market cap) • JLL (Pioneer transaction) • Wellington (HMST transaction) • Castle Creek (HMST transaction) Legacy FSUN PE + <4.9% Ownership ($101M market cap) • Aquiline (SGB transaction) • Lightyear (SGB transaction) 30% 21% 7% 25% 3% 14%

Exhibit 99.2

FOR IMMEDIATE RELEASE

FIRSTSUN CAPITAL BANCORP AND HOMESTREET, INC.

AMEND MERGER AGREEMENT

Denver, CO and Seattle, WA, April 30, 2024 – FirstSun Capital Bancorp (OTCQX: FSUN) (“FirstSun”) and HomeStreet, Inc. (“HomeStreet”) (Nasdaq: HMST) today announced that they have mutually agreed to amend their definitive merger agreement that was entered into on January 16, 2024.

The amendment provides for, among other things:

an increase in FirstSun’s total equity capital raised in connection with the merger of an additional $45 million to $60 million, resulting in an increase from an aggregate capital raise of $175 million to up to $235 million (as further discussed below);

a revised exchange ratio pursuant to which HomeStreet shareholders will receive 0.3867 shares (revised from 0.4345 shares under the original merger agreement) of FirstSun common stock for each share of HomeStreet common stock, which represents a value of $13.53 per share (based on the closing price per share of FirstSun shares on April 29, 2024);

a reduced termination fee payable by HomeStreet in certain circumstances if HomeStreet receives a competing acquisition proposal within 30 days after the effective date of the Amendment to $2,600,000, plus reimbursement of FirstSun’s transaction fees and expenses;

that the combined company’s ongoing banking operations will operate under a Texas state charter with FirstSun’s subsidiary bank, Sunflower Bank, converting from a national bank to a Texas state chartered bank and that Sunflower Bank will also seek membership in the Federal Reserve System;

FirstSun’s issuance of $48.5 million of subordinated debt concurrently with the closing, the proceeds of which will be contributed to Sunflower Bank to further support Sunflower Bank’s capital; and

HomeStreet’s disposition or sale of approximately $300 million (based on principal balance) of certain of its Commercial Real Estate loans, which disposition or loan sales will be consummated upon, or as soon as reasonably practicable, after the closing of the merger.

FirstSun and HomeStreet each believe that a Texas state bank charter is the appropriate charter for the combined company’s banking operations since Sunflower Bank is now headquartered in Dallas, Texas. Under the amended merger agreement, the necessary bank regulatory approvals required to consummate the merger are the approval of the Federal Reserve Board and the Texas Department of Banking. In conjunction with the amendment to the merger agreement, the parties’ previous application with the Office of the Comptroller of the Currency (“OCC”) in connection with the bank merger has been withdrawn. Neal Arnold, CEO of FirstSun and Sunflower Bank, stated, “We greatly appreciate the long history we have had with the OCC, including the supervisory staff in our local markets who have been great partners over the years, and we look forward to working with the Texas Department of Banking and the Federal Reserve Bank of Dallas as we continue to grow our presence in the State of Texas.” Mark Mason, CEO of HomeStreet and HomeStreet Bank, stated, “We continue to believe FirstSun is the right partner and we are working well with the FirstSun team to remain focused on ensuring an effective integration and a seamless conversion of systems.”

FirstSun also announced today that to further support the pro-forma company’s balance sheet, it has amended its investment agreements with investors to raise capital to support the merger, led by Wellington Management (“Wellington”, and combined the “Investors”), to increase the total equity capital raise from an aggregate of $175 million to up to $235 million, $80 million of which was issued to Wellington on January 17, 2024, immediately following the initial merger agreement announcement. The remaining equity capital of up to $155 million will be issued concurrently with, and subject to, closing of the merger.

Advisors

Stephens Inc. served as financial advisor 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 to HomeStreet’s board of directors and Sullivan and Cromwell LLP served as legal counsel to HomeStreet. Latham & Watkins served as legal advisor to Keefe Bruyette and Woods, A Stifel Company.

About FirstSun Capital Bancorp

FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, N.A., which operates as Sunflower Bank, 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 five states and mortgage capabilities in 43 states. FirstSun had total consolidated assets of $7.8 billion as of March 31, 2024.

First National 1870 and Guardian Mortgage are divisions of Sunflower Bank, N.A. To learn more, visit ir.firstsuncb.com, 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 $6.5 billion as of March 31, 2024, 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.

Joint Analyst Conference Call

FirstSun and HomeStreet will conduct a conference call on Wednesday May 1, 2024, at 11:00 a.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 amendment to the definitive merger agreement and 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://events.q4inc.com/attendee/321173170

You may also listen to the conference call:
Participant Dial-In Details
USA / International Toll +1.646.968.2525
USA - Toll-Free +1.888.596.4144
Canada - Toronto +1.647.495.7514
Canada - Toll-Free +1.888.596.4144
Conference ID 9093745

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 (the “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 have been or 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 Statement Regarding Forward-Looking Statements” and “Risk Factors” in FirstSun’s preliminary registration statement on Form S-4 that contains a preliminary HomeStreet proxy statement and preliminary prospectus of FirstSun discussed below, and other documents subsequently filed by FirstSun and HomeStreet with the U.S. Securities and Exchange Commission (“SEC”).

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.

Additional Information About the Merger and Where to Find It

In connection with the merger between FirstSun, a Delaware corporation, and HomeStreet, a Washington corporation, FirstSun filed with the SEC a preliminary registration statement on Form S-4 that included a preliminary proxy statement of HomeStreet and a preliminary prospectus of FirstSun on March 8, 2024, which is not yet final and WILL be amended, 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 preliminary registration statement and preliminary proxy statement/prospectus (and any other documents filed with the SEC in connection with the merger or incorporated by reference into the preliminary proxy statement/prospectus), as well as any amendments or supplements to those documents and the definitive versions thereof (when they become available) because such documents contain AND WILL CONTAIN important information regarding the merger.

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

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.