HomeStreet : 2023 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

☒ Filed by the Registrant

☐ Filed by a Party other than the Registrant

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• Preliminary Proxy Statement
• CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Under Rule 14a-12

HomeStreet, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT

To the Shareholders of HomeStreet, Inc.:

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

On January 16, 2024, FirstSun, HomeStreet, and Dynamis Subsidiary, Inc., a Washington corporation and wholly-owned subsidiary of FirstSun organized for the purposes of carrying out the merger ("Merger Sub"), entered into an Agreement and Plan of Merger (the "original merger agreement"). On April 30, 2024, FirstSun, HomeStreet and Merger Sub entered into Amendment No. 1 to the original merger agreement (the "April 30 amendment to the merger agreement"), which we refer to together with the original merger agreement as "the merger agreement." The merger agreement provides for the combination of FirstSun and HomeStreet. The transaction will create a premier bank in the Southwest and West Coast with approximately $17 billion in assets. Under the merger agreement, Dynamis Subsidiary, Inc. will merge with and into HomeStreet, with HomeStreet remaining as the surviving entity and becoming a wholly-owned subsidiary of FirstSun, in a transaction we refer to as the "merger." This surviving entity, immediately following the merger and as part of a single integrated transaction, will merge with and into FirstSun, with FirstSun continuing as the surviving corporation, in a transaction we refer to as the "second step merger," and together with the merger, as the "mergers." As a part of the proposed combination transaction, FirstSun's wholly-owned subsidiary, Sunflower Bank, National Association, will convert from a national banking association into a Texas state-chartered bank that is a member of the Federal Reserve System. Immediately following the completion of the second step merger, HomeStreet's wholly-owned subsidiary, HomeStreet Bank, a Washington state-chartered bank, will merge with and into, Sunflower Bank, a then Texas state-chartered,Federal-Reserve-System-member bank, with Sunflower Bank as the surviving bank, in a transaction we refer to as the "bank merger."

If the mergers are completed, each outstanding share of HomeStreet common stock will be converted into the right to receive 0.3867 shares of FirstSun common stock, plus cash in lieu of fractional shares, except for (i) treasury stock and (ii) shares owned by HomeStreet or FirstSun, in each case, other than those held in certain accounts or in a fiduciary or agency capacity, shares held by HomeStreet or FirstSun in respect of debts previously contracted, which will be cancelled, and shares held by shareholders who properly exercise dissenters' rights. Although HomeStreet shareholders will receive a fixed number of shares of FirstSun common stock, the market value of the merger consideration will fluctuate with the market price of FirstSun common stock and will not be known at the time HomeStreet shareholders vote on the merger agreement.

FirstSun common stock is currently quoted on the OTCQX® Best Market operated by the OTC Markets under the symbol "FSUN", and as a closing condition to the mergers and undertakings in securities purchase agreements entered into in connection with the execution of the merger agreement, FirstSun will uplist its common stock to The Nasdaq Stock Market ("Nasdaq") regardless of the mergers being consummated. The closing price of FirstSun common stock on the

OTCQX® Best Market on April 29, 2024, the last trading day before the public announcement of the April 30 amendment to the merger agreement, was $35.00 per

share. The closing price of FirstSun common stock on the OTCQX® Best Market on May 10, 2024, the last practicable trading day before the printing date of this proxy statement/prospectus, was $34.00 per share. The shares of FirstSun common stock that will be issued to HomeStreet shareholders in the mergers will be freely transferable.

HomeStreet common stock is traded on Nasdaq under the symbol "HMST." The closing price of HomeStreet common stock on Nasdaq on April 29, 2024, the last trading day before the public announcement of the April 30 amendment to the merger agreement, was $12.28 per share. The closing price of HomeStreet common stock on the Nasdaq on May 10, 2024, the last practicable trading day before the printing date of this proxy statement/prospectus, was $10.33 per share. The implied value of the merger consideration payable for each share of HomeStreet common stock on April 29, 2024 and May 10, 2024 is $13.54 and $13.15, respectively. The value of the FirstSun common stock at the time of completion of the mergers could be greater than, less than or the same as the value of FirstSun common stock on the date of the accompanying proxy statement/prospectus or the date of the HomeStreet shareholder meeting. We urge you to obtain current market quotations for HomeStreet and FirstSun common stock.

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

Concurrently with the execution of the merger agreement, FirstSun entered into an Upfront Securities Purchase Agreement (the "Upfront Securities Purchase Agreement"), dated January 16, 2024, with certain funds managed by Wellington Management ("Wellington"), pursuant to which, on the terms and subject to the conditions set forth therein, FirstSun sold, and Wellington purchased, for $32.50 per share and an aggregate purchase price of $80 million, approximately 2.46 million shares of FirstSun common stock. This transaction closed on January 17, 2024. Under the terms of the Upfront Securities Purchase Agreement, FirstSun is obligated to issue to Wellington, upon consummation of the mergers, warrants to purchase approximately 1.15 million shares of FirstSun common stock with such warrants having an initial exercise price of $32.50 per share (the "warrants"). The warrants will carry a term of three years, and may be settled on a "net share" basis by applying shares otherwise issuable under the warrants in satisfaction of the exercise price. In the event the mergers are not consummated, no warrants will be issued. Additionally, FirstSun entered into an Acquisition Finance Securities Purchase Agreement, dated January 16, 2024, as amended on April 30, 2024 by the First Amendment to the Acquisition Finance Securities Purchase Agreement (collectively, the "Acquisition Finance Securities Purchase Agreement," and together with the Upfront Securities Purchase Agreement, the "Investment Agreements") to increase the total amount of additional common equity capital to be raised at closing of the mergers from $95 million to $140 million to $155 million, with Wellington, Castle Creek Capital Partners VIII, L.P. ("Castle Creek"), and certain other institutional accredited investors. Pursuant to the Acquisition Finance Securities Purchase Agreement, on the terms and subject to the conditions set forth therein, substantially concurrently with the closing of the mergers, the investors will invest an aggregate of $140 million in exchange for the sale and issuance, at a purchase price of $32.50 per share, of approximately 4.31 million shares of FirstSun common stock. Further, FirstSun may offer an additional 461,539 shares of FirstSun common stock, at a purchase price of $32.50 per share, for an additional investment of $15 million from (i) Castle Creek, who has a 30-day window from the execution of the First Amendment to the Acquisition Finance Securities Purchase Agreement to elect to purchase such shares, or (ii) any other investor selected by FirstSun if Castle Creek does not elect to purchase such shares.

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

Based on the number of shares of HomeStreet common stock outstanding as of April 30, 2024 and underlying outstanding HomeStreet equity awards as of April 30, 2024 that, at the effective time of the mergers, will be cancelled and entitle the holder to receive a number of shares of FirstSun common stock (for more information, see the section entitled "The Merger- Interests of HomeStreet's Directors and Executive Officers in the Mergers"), the total number of shares of FirstSun common stock expected to be issued in connection with the mergers is approximately 7,509,395 shares. In addition, based on (i) the number of outstanding shares of FirstSun common stock and HomeStreet common stock as of April 30, 2024, (ii) the exchange ratio of 0.3867, and (iii) upon completion of the FirstSun capital raise transaction and the consummation of the mergers, it is expected that FirstSun stockholders, inclusive of the purchasers of shares in connection with the closing of the mergers, will hold approximately 81% of the issued and outstanding shares of FirstSun common stock and HomeStreet shareholders will hold approximately 19% of the issued and outstanding shares of FirstSun common stock. The merger agreement also provides for 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 mergers. Additionally, the merger agreement provides that FirstSun will use its reasonable best efforts to enter into, prior to or as of closing, one or more definitive agreements, whereby FirstSun will issue, at the closing, an aggregate principal amount of at least $48.5 million in subordinated debt that qualifies as Tier 2 capital.

Effective January 15, 2024, the holders of a majority of the voting power of FirstSun common stock executed a written consent approving the issuance of common stock to be issued by FirstSun in connection with the mergers. The written consent was signed by the holders of 12,945,632 shares of FirstSun common stock. Accordingly, the holders of approximately 51.9% of the voting power of FirstSun common stock signed the written consent approving such share issuance. No additional vote or consent of the holders of FirstSun common stock was required in connection with the amendment to the original merger agreement.

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

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

Certain HomeStreet shareholders have entered into voting and support agreements with FirstSun pursuant to which they have agreed to vote "FOR" the approval of the merger agreement, subject to the terms of the voting and support agreements. The meeting of HomeStreet shareholders will be held virtually on June 18, 2024 at 10:00 a.m. Pacific Time at the website www.virtualshareholdermeeting.com/HMST2024SM.

The HomeStreet board of directors has unanimously determined that the merger agreement, the mergers, and the transactions contemplated by the merger agreement are advisable and in the best interests of HomeStreet and its shareholders and unanimously authorized, adopted and approved the merger agreement, the mergers and the transactions contemplated by the merger agreement, and unanimously recommends that HomeStreet shareholders vote "FOR" the proposal to approve the merger agreement, as amended by the April 30 amendment to the merger agreement, "FOR" the proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to named executive officers of HomeStreet in connections with the transactions contemplated by the merger agreement and "FOR" the proposal to adjourn the HomeStreet shareholder meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement. The members of the HomeStreet board of directors have, as shareholders of HomeStreet, agreed to vote their shares of HomeStreet common stock to approve the merger proposal.

This document, which serves as a proxy statement for the HomeStreet shareholder meeting and as a prospectus for the shares of FirstSun common stock to be issued in the mergers to HomeStreet shareholders, describes the meeting of HomeStreet shareholders, the mergers, the documents related to the mergers and other related matters, and the other proposals to be considered by HomeStreet shareholders. Please carefully read this entire proxy statement/prospectus. In particular, you should carefully read the information under the section entitled "Risk Factors" beginning on page 27. You can also obtain information about FirstSun and HomeStreet from documents that have been filed with the U.S. Securities and Exchange Commission that are either incorporated by reference into or attached to the accompanying proxy statement/prospectus.

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

Sincerely,

Mark K. Mason

Chairman, Chief Executive Officer and President

HomeStreet, Inc.

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

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

The date of this proxy statement/prospectus is May 15, 2024, and it is first being mailed or otherwise delivered to HomeStreet shareholders on or about May 16, 2024.

NOTICE OF THE HOMESTREET SHAREHOLDER MEETING

To be held on June 18, 2024, 10:00 a.m. (Pacific Time)

Virtual Meeting Only - No Physical Meeting Location

To the Shareholders of HomeStreet, Inc.:

We are pleased to invite you to virtually attend a meeting of shareholders, which we refer to as the HomeStreet shareholder meeting, of HomeStreet, Inc. (which we refer to as "HomeStreet" and references to "we," "us," and "our" for purposes of this notice refer to HomeStreet), to be held via webcast at www.virtualshareholdermeeting/HMST2024SM on June 18, 2024, at 10:00 a.m. Pacific time, for the following purposes:

1. To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of January 16, 2024, as amended on April 30, 2024 by Amendment No. 1 to Agreement and Plan of Merger, by and between FirstSun Capital Bancorp, which we refer to as "FirstSun," HomeStreet and Dynamis Subsidiary, Inc., which we refer to as "Merger Sub," as it may be further amended from time to time, which we collectively refer to as the "merger agreement," a copy of which is included as Annex Ato the proxy statement/prospectus of which this notice is a part, under which Merger Sub will merge with and into HomeStreet and then HomeStreet with and into FirstSun, with FirstSun as the surviving corporation in the mergers, which we refer to as the "merger proposal";
2. To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of HomeStreet in connection with the transactions contemplated by the merger agreement, which we refer to as the "merger- related compensation proposal";
3. To consider and vote on a proposal to adjourn the HomeStreet shareholder meeting, if necessary or appropriate to permit further solicitation of proxies in favor of the merger proposal, which we refer to as the "adjournment proposal";
4. To consider and vote on a proposal to elect eight directors of HomeStreet to serve until the next annual meeting of shareholders of HomeStreet, or until their successors are elected or appointed or until earlier death, resignation or removal, which we refer to as the "director election proposal";
5. To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the executive compensation of HomeStreet's named executive officers for 2023, which we refer to as the "compensation (non-merger) proposal";
6. To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the frequency of future advisory (non-binding) votes on executive compensation, which we refer to as the "frequency of compensation vote proposal"; and
7. To consider and vote on a proposal to ratify, on an advisory (non-binding) basis, HomeStreet's independent registered public accounting firm for the fiscal year ending December 31, 2024, which we refer to as the "auditor ratification proposal".

The HomeStreet board of directors has set April 11, 2024 as the record date for the HomeStreet shareholder meeting. Only holders of record of HomeStreet common stock at the close of business on April 11, 2024 will be entitled to notice of and to vote at the HomeStreet shareholder meeting and any adjournments or postponements thereof.

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

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

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

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

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

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

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

OKAPI PARTNERS LLC

1212 Avenue of the Americas

New York, NY 10036

Toll-Free: [phone] Email: [e-mail]

BY ORDER OF THE BOARD OF DIRECTORS,

Godfrey B. Evans

Executive Vice President, General Counsel, and Corporate Secretary

May 16, 2024

ABOUT THIS PROXY STATEMENT/PROSPECTUS

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

All references in this proxy statement/prospectus to "FirstSun" refer to FirstSun Capital Bancorp, a Delaware corporation, all references to "Sunflower Bank" refer to Sunflower Bank, following its conversion from a national banking association into a Texas state-chartered bank and member of the Federal Reserve, and all references to "Merger Sub" refer to Dynamis Subsidiary, Inc.

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

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

merger.

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

All references in this proxy statement/prospectus to the "merger agreement" refer to the Agreement and Plan of Merger dated January 16, 2024, as amended on April 30, 2024 by Amendment No. 1 to Agreement and Plan of Merger, by and between FirstSun, HomeStreet, and Merger Sub.

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

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

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE HOMESTREET SHAREHOLDER MEETING TO BE HELD ON JUNE 18, 2024:

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

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WHERE YOU CAN FIND MORE INFORMATION

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

FirstSun has filed a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This proxy statement/prospectus incorporates by reference documents that FirstSun and HomeStreet have previously filed with the SEC. These documents contain important information about the companies and their financial condition. See "Incorporation of Certain Documents by Reference" beginning on page 189. These documents are available without charge to you upon written or oral request to the applicable company's principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below.

FirstSun Capital Bancorp	HomeStreet, Inc.
1400 16th Street, Suite 250	601 Union Street, Suite 2000
Denver, Colorado 80202	Seattle, WA 98101
Attention: Investor Relations	Attention: Investor Relations
[phone]	[phone]

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact FirstSun, by calling [phone], or HomeStreet, by calling [phone].

To obtain timely delivery of these documents, you must request them no later than five business days before the date of the HomeStreet shareholder meeting. This means that to obtain timely delivery of these documents, you must request the information no later than June 11, 2024 in order to receive them before the HomeStreet shareholder meeting.

MARKET AND INDUSTRY DATA

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

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IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

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

• FirstSun is exempt from the requirement to obtain an attestation from its auditors on management's assessment of FirstSun's internal control over financial reporting under the Sarbanes-Oxley Act of 2002;
• FirstSun will be permitted an extended transition period for complying with new or revised accounting standards affecting public companies and such new or revised accounting standards will not be applicable to FirstSun until such time as they are applicable to private companies;
• FirstSun is permitted to provide reduced disclosure regarding its executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means FirstSun does not have to include a compensation discussion and analysis and certain other disclosures regarding its executive compensation arrangements; and
• FirstSun is not required to hold non-binding stockholder advisory votes on executive compensation or golden parachute arrangements.

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

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

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