Firstsun Capital SEC Filings

FirstSun Capital Bancorp reported solid third‑quarter results. Net income was $23,174,000, with basic EPS of $0.83 and diluted EPS of $0.82. Net interest income reached $80,953,000 as funding costs eased, while the provision for credit losses increased to $10,100,000. Noninterest income was $26,333,000, helped by mortgage banking services of $12,641,000.

On the balance sheet, deposits were $7,105,415,000 and loans, net of the allowance, were $6,597,589,000. Cash and cash equivalents were $659,899,000. Federal Home Loan Bank advances declined to $0 from $135,000,000 at year‑end. Accumulated other comprehensive loss improved to $(27,721,000), reflecting better securities valuations.

For the first nine months, net income was $73,129,000 with basic EPS of $2.63. Shares outstanding were approximately 27,879,811 as of November 6, 2025. The company’s forward‑looking statements discuss the proposed merger with First Foundation and macroeconomic and regulatory risks.

FirstSun Capital Bancorp announced a definitive agreement to merge with First Foundation Inc. in an all‑stock deal. First Foundation stockholders will receive 0.16083 shares of FirstSun common stock for each First Foundation share, and are expected to own about 40.5% of the combined company at closing. The companies target completion in early Q2 2026, subject to regulatory and stockholder approvals and other customary conditions.

Following closing, First Foundation Bank will merge into Sunflower Bank. The combined board will have 13 directors, with 8 from FirstSun and 5 from First Foundation. FirstSun will seek a charter amendment to increase authorized common stock and create a non‑voting common class for holders who would otherwise exceed 4.99% and elect non‑voting shares. Certain First Foundation warrantholders will exercise and terminate their warrants for Series C stock and an aggregate cash payment of about $17.5 million.

Lock-up agreements cover specified First Foundation stockholders’ new FirstSun shares for 24 months, releasing one‑third after 12 months, another third after 18 months, and the remainder after 24 months. Termination fees apply in certain circumstances: $45.1 million payable by FirstSun or $31.4 million by First Foundation.

FirstSun Capital Bancorp announced a proposed merger with First Foundation Inc. (NYSE: FFWM) and stated it will file a Form S-4 to register FirstSun shares that will be issued to First Foundation stockholders in the transaction. A joint proxy statement/prospectus will be sent to stockholders of both companies in connection with the merger.

The communication includes forward‑looking statements and references risk factors in each company’s 2024 Form 10‑K and subsequent SEC filings. It also notes that this is not an offer to sell or a solicitation of an offer to buy securities. As context, First Foundation provides personal and business banking and private wealth services, operating 30 branch/office locations across five states, including a focus on Southern California.

FirstSun Capital Bancorp announced an all-stock merger agreement with First Foundation Inc., under which First Foundation and First Foundation Bank will merge into FirstSun and Sunflower Bank, N.A., respectively. The combined bank is described as a premier franchise with $17 billion in total assets and an expanded footprint that includes Southern California.

At closing, the companies will operate under the FirstSun and Sunflower Bank names. Leadership continuity is planned: Neal Arnold and Mollie Carter will continue leading FirstSun and Sunflower Bank, Tom Shafer will become Vice Chairman, and Rob Cafera will remain CFO. The transaction is expected to close in early Q2 2026, subject to regulatory and stockholder approvals, with integration work beginning immediately. Management cites pro forma operating and return metrics in 2027 with fully phased-in cost savings, aiming to enhance value for clients, employees, and stockholders.

First Foundation Inc. announced it signed an Agreement and Plan of Merger with FirstSun Capital Bancorp, under which First Foundation will merge into FirstSun, with FirstSun continuing as the surviving entity. After the corporate merger, First Foundation Bank will merge into Sunflower Bank, N.A., which will remain the surviving bank.

The companies target closing in early Q2 2026, subject to regulatory approvals, approval by both companies’ shareholders, and customary closing conditions. FirstSun plans to file a Form S-4 to register the shares it will issue to First Foundation stockholders; a joint proxy statement/prospectus will be provided to shareholders.

An investor presentation was furnished and includes preliminary earnings estimates for First Foundation’s third quarter of 2025. A joint press release and the presentation were filed as Exhibits 99.2 and 99.1, respectively.

FirstSun Capital Bancorp announced an Agreement and Plan of Merger with First Foundation Inc. dated October 27, 2025. First Foundation will merge into FirstSun, which will remain the surviving corporation, followed by the merger of First Foundation Bank into Sunflower Bank, National Association, with Sunflower Bank as the surviving bank. Closing is subject to the receipt of requisite regulatory and stockholder approvals and other conditions, and is anticipated in the second quarter 2026.

If completed, each First Foundation common share will be converted into the right to receive 0.16083 shares of FirstSun common stock, plus cash in lieu of fractional shares. First Foundation’s Series A Noncumulative Convertible Preferred Stock and Series C Non-Voting Common Equity Equivalent Stock will convert into the right to receive 0.16083 FirstSun shares per underlying First Foundation common share. Warrant holders will exercise early to receive FirstSun common stock and $17.5 million in aggregate additional cash consideration. FirstSun will file an S-4 to register the shares and deliver a joint proxy statement/prospectus.

FirstSun Capital Bancorp reported its financial results for the third quarter ended September 30, 2025. The company furnished an earnings press release as Exhibit 99.1.

It also made an investor presentation available on its website, to be used at upcoming investor conferences, furnished as Exhibit 99.2. These materials provide the company’s Q3 2025 performance overview and related commentary.

Insider purchases and option exercises increased reported FSUN holdings to 3,531,230+ shares. On 10/03/2025, JLL/FCH Holdings I, LLC, a director-related reporting person, reported multiple acquisitions of Common Stock and derivative option transactions. The filing shows aggregated option-related acquisitions totaling 35,245 options at an exercise/conversion price of $21.55 and several additional option grants exercised or acquired at prices between $24.90 and $27.29. The report also discloses an indirect holding of common shares tied to an affiliate and director restricted stock awards that vest on 05/08/2026.

The largest non-derivative purchase entries were coded M (acquisition) and one disposition coded F for 26,328 shares at $38.86. Following these transactions, the reporting person disclosed beneficial ownership in the range of approximately 3.50M–3.53M shares depending on line items, reflecting increased insider exposure to the issuer's equity.

FirstSun Capital Bancorp reported growth across assets, deposits and earnings in the quarter. Total assets reached $8.436 billion and deposits climbed to $7.100 billion, up $428 million from year-end. Net interest income rose to $78.5 million for the quarter, supporting quarterly net income of $26.386 million and six-month net income of $49.955 million, with basic six-month EPS of $1.80.

The loan portfolio totaled $6.507 billion with loans net of allowance of $6.424 billion. The allowance for credit losses declined to $82.993 million. Noninterest income benefitted from mortgage banking services ($13.274 million this quarter) while noninterest expense increased to $68.11 million. The company held $473.5 million of available-for-sale securities with $48.0 million of unrealized losses.