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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date
of earliest event reported): October 27, 2025
FIRSTSUN
CAPITAL BANCORP
(Exact name of registrant
as specified in its charter)
Delaware
(State or other
jurisdiction of
incorporation) |
001-42175
(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: |
| |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Common
Stock, $0.0001 Par Value |
|
FSUN |
|
The
Nasdaq Global Select Market |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 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
On October 27, 2025, FirstSun
Capital Bancorp (“FirstSun”) and First Foundation Inc. (“First Foundation”) entered into an Agreement and Plan
of Merger (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”) pursuant to which First
Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving corporation (the “Merger”). Immediately
following the completion of the Merger, an subject to the occurrence of the Merger, First Foundation’s wholly-owned subsidiary bank,
First Foundation Bank, will merge with and into FirstSun’s wholly-owned subsidiary bank, Sunflower Bank, National Association (“Sunflower
Bank”), with Sunflower Bank continuing as the surviving bank (the “Bank Merger”).
The respective board of
directors of each of FirstSun and First Foundation unanimously approved the Merger Agreement. Subject to the receipt of requisite
regulatory approvals and stockholder approvals from each of FirstSun and First Foundation and satisfaction or waiver of other
closing conditions, certain of which are described below, the parties anticipate that the Merger will close early in the second
quarter of 2026.
Merger Consideration.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, FirstSun will exchange shares of its common stock
for all of the outstanding shares of First Foundation stock. First Foundation common stockholders will be entitled to receive 0.16083
of a share of FirstSun common stock for each share of First Foundation common stock they own upon the effective time of the Merger (the
“Effective Time”). Upon completion of the Merger, First Foundation stockholders are expected to comprise approximately 40.5%
of the outstanding shares of the combined company.
At the Effective Time, each
then-outstanding share of First Foundation Series A Noncumulative Convertible Preferred Stock and Series C Non-Voting Common Equity Equivalent
Stock (together, the “First Foundation Preferred Stock”) will be converted into the right to receive 0.16083 of a share of
FirstSun common stock for each share of First Foundation common stock into which the First Foundation Preferred Stock was convertible
immediately prior to the Effective Time, subject to certain exceptions.
At the Effective Time, each
outstanding and unvested time-based restricted stock unit award tied to First Foundation common stock will be assumed and converted into
a restricted stock unit award for FirstSun common stock. The number of FirstSun shares subject to each award will equal the number of
First Foundation shares covered by the award immediately prior to the Effective Time, multiplied by the exchange ratio.
At the Effective Time, each
outstanding and unvested performance-based restricted stock unit award will be assumed and converted into a restricted stock unit award
for FirstSun common stock. The number of FirstSun shares subject to each award will be calculated based on the target performance level
immediately prior to the Effective Time, multiplied by the exchange ratio. After conversion, these awards will be subject only to service-based
vesting through the end of the original performance period and will no longer include performance conditions.
Treatment of First
Foundation Warrants. Certain holders of First Foundation warrants (the “First Foundation Warrants”) to acquire
shares of First Foundation Series C Non-Voting Common Equity Equivalent Stock (the “Series C Stock”) have entered into a
Warrant Exercise and Termination Agreement. Under this agreement, immediately prior to the Effective Time and contingent on the
closing of the Merger, each then-outstanding warrant will be exercised and terminated. In exchange, warrantholders will receive Series C Stock, along with an aggregate cash payment of approximately $17.5 million. Following the Effective
Time, any First Foundation Warrants that remain unexercised will be modified under the applicable warrant agreement. Specifically,
the Series C Stock subject to the unexercised warrant will become exercisable for FirstSun common stock, rounded to the nearest
whole share based upon the conversion formula provided in the Merger Agreement.
Charter Amendment.
The Merger Agreement provides that FirstSun will amend its certificate of incorporation (the “Charter Amendment”) to increase
its authorized common stock and to create a new class of non-voting common stock. This new class of stock may be issued to former First
Foundation stockholders who, as a result of the Merger, would otherwise receive more than 4.99% of FirstSun’s outstanding common
stock and elect to receive non-voting shares instead. Approval and adoption of the Charter Amendment by FirstSun stockholders is a condition
to closing the Merger.
Certain Governance Matters.
The Merger Agreement provides that, at the Effective Time, the combined company’s board of directors will consist of thirteen members.
Eight of these directors will be current members of FirstSun’s board of directors immediately prior to the Effective Time, and five
will be current members of First Foundation’s board of directors immediately prior to the Effective Time.
Representations, Warranties
and Covenants. The Merger Agreement contains certain customary representations and warranties from each of FirstSun and First Foundation.
In addition, each of FirstSun and First Foundation has agreed to certain customary pre-closing covenants, including covenants to operate
its business in the ordinary course in all material respects and to refrain from taking certain actions without the other party’s
consent. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different
from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between
First Foundation and FirstSun rather than establishing matters of fact.
Covenants, No Solicitation:
Each party also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the
interim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, both parties have agreed,
subject to certain exceptions, not to (i) initiate, solicit, knowingly encourage or knowingly facilitate any acquisition proposal; (ii)
engage or participate in any negotiations with any person concerning any acquisition proposal; (iii) provide confidential or nonpublic
information or data to, or have or participate in any discussions with, any person relating to an acquisition proposal, subject to certain
exceptions; or (iv) approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle,
acquisition agreement, merger agreement or other similar agreement (whether written or oral, binding or nonbinding) in connection with
or relating to any acquisition proposal.
Closing Conditions.
The completion of the Merger is subject to the satisfaction or waiver of certain closing conditions, including, among others, (a) the
adoption of the Merger Agreement by the stockholders of First Foundation and FirstSun, (b) the adoption of the Charter Amendment and the
approval of the issuance of FirstSun common stock as consideration in the Merger by the stockholders of FirstSun stockholders, (c) receipt
of required regulatory approvals without the imposition of a materially burdensome condition and expiration of all waiting periods, (d)
the absence of any law or order preventing or prohibiting the consummation of the transactions contemplated by the Merger Agreement (e)
the effectiveness of the registration statement for the FirstSun common stock to be issued in the Merger and authorization for the listing
of the FirstSun common stock to be issued in the Merger on the Nasdaq stock market, (f) receipt by First Foundation and FirstSun of opinions
to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended, (g) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (h)
the performance in all material respects by the other party of its obligations under the Merger Agreement, and (i) First Foundation maintaining
consolidated tangible stockholders’ equity no less than certain thresholds.
Termination: The Merger
Agreement may be terminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party
if required regulatory approvals are denied or withdrawn and such denial or withdrawal becomes final and non-appealable, or if a governmental
authority issues a final, non-appealable order or injunction permanently prohibiting the Merger or the Bank Merger, (iii) by either party
if the approval of the shareholders of either party is not obtained, (iv) by either party if the Merger is not consummated on or before
the 12-month anniversary of the Merger Agreement, subject to certain exceptions, (v) by either party if the other party materially breaches
its representations or covenants and such breach is not corrected within the cure period, or (vi) by either party if the other’s
board of directors breaches its obligation not to solicit any acquisition proposal or changes its recommendation with respect to the Merger
in accordance with the terms of the Merger Agreement.
Termination Fee. The
Merger Agreement provides certain termination rights for both FirstSun and First Foundation. The Merger Agreement also provides that a
termination fee of $45.1 million will be payable by FirstSun and a termination fee of $31.4 million will be payable by First Foundation,
as applicable, upon termination of the Merger Agreement under certain circumstances.
The foregoing summary of
the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Merger Agreement should not be read alone, but should
instead be read in conjunction with the other information regarding First Foundation, its affiliates and their respective businesses,
and the information regarding the Merger Agreement, the Merger and FirstSun that will be contained in, or incorporated by reference into,
the registration statement on Form S-4 of First Foundation and FirstSun that will include a joint proxy statement of First Foundation
and FirstSun that will be filed with the Securities and Exchange Commission (the “SEC”).
Support Agreements
In connection with entering
into the Merger Agreement, certain directors and stockholders of both First Foundation and FirstSun have entered into Support Agreements
(the “Support Agreements”) pursuant to which each such director or stockholder of First Foundation and FirstSun has agreed
to vote his or her shares, as applicable, and among other things, (i) in favor of the adoption of the Merger Agreement and the consummation
of the transactions contemplated therein, (ii) in favor of any proposal to adjourn or postpone the applicable stockholder meeting if there
are insufficient votes to approve the Merger Agreement and the transactions contemplated thereby and (iii) against any alternative transaction
proposal or other proposals that could prevent or materially delay the Merger. The Support Agreements generally prohibit the sale or transfer
of the shares held by each such director or stockholder until the earlier of (i) termination of the Merger Agreement or (ii) the Effective
Time. The Support Agreements automatically terminate upon the earlier of (i) the Effective Time, (ii) the termination of the Merger Agreement
or (iii) by mutual written consent of the parties thereto.
The foregoing summary of
the Support Agreements is qualified in its entirety by reference to the complete text of such documents, the forms of which are included
as Exhibit A and Exhibit B, respectively, to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein
by reference.
Lockup Agreements
In connection with entering
into the Merger Agreement, certain stockholders of First Foundation entered into Lock-Up Agreements (the “Lock-Up Agreements) pursuant
to which each such stockholder agreed to be subject to a lock-up period of 24 months following the closing date, during which transfers
of the FirstSun common stock received by such stockholder in the Merger (the “Covered Securities”) are generally prohibited
except for certain permitted transfers. The lock-up will expire in stages: one-third of each stockholder’s Covered Securities will
be released after 12 months, an additional one-third after 18 months, and the remainder after 24 months. Any transfer in violation of
these restrictions will be null and void.
The foregoing summary of
the Lockup Agreements is qualified in its entirety by reference to the complete text of such documents, the forms of which are included
as Exhibit C to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
No. Description
| 2.1 | Agreement and Plan of Merger by and between FirstSun Capital Bancorp and First Foundation, Inc., dated October 27, 2025* |
| 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.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this communication which are not historical in nature
are intended to be, and hereby are identified as, “forward-looking statements” within the meaning, and subject to the protections
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact are forward-looking statements. Examples of forward-looking statements include, but are not limited
to, statements regarding the expected timing of the closing of the merger. These statements reflect management’s current expectations
and are not guarantees of future performance. 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 proposed transaction); |
| |
· |
the failure of First Foundation or FirstSun to obtain the required stockholder
approval, or the failure of either party to satisfy any of the other closing conditions 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 proposed transaction, including the re-positioning
strategy, will not be completed as planned, including the anticipated benefits of the proposed transaction, including the re-positioning
strategy; |
| |
· |
changes in global financial markets and economies and general market conditions,
such as interest rates, foreign exchange rates, or stock, commodity, credit or asset valuations or volatility; |
| |
· |
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 proposed transaction; |
| |
· |
the outcome of any legal proceedings that may be instituted against FirstSun
or First Foundation; |
| |
· |
the risk that the cost savings and synergies expected from the proposed transaction
may not be realized or may take longer than anticipated to be realized; |
| |
· |
the risk that integration of FirstSun’s and First Foundation’s
respective businesses may be materially delayed or more costly or difficult than expected, including as a result of unexpected factors
or events; |
| |
· |
changes to tax legislation and their potential effects on the accounting for the
merger; |
| |
· |
the possibility of dilution to existing stockholders resulting from the issuance
of additional shares in connection with the proposed transaction; |
| |
· |
the possibility that the combined company may be subject to additional regulatory
requirements as a result of the merger or expansion of its business operations;
and |
| |
· |
other factors that may affect future results of FirstSun or First Foundation
including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and
capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological
changes; capital management activities; and actions of the Federal Reserve Board and legislative and regulatory actions and reforms. |
Further
information regarding additional factors that could affect the forward-looking
statements can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements”
(in the case of FirstSun), “Forward-Looking Statements” (in the case of First Foundation), and “Risk Factors”
in FirstSun’s and First Foundation’s Annual Reports on Form 10-K for the year ended December 31, 2024 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001709442/000170944225000008/fcb-20241231.htm
and https://www.sec.gov/ix?doc=/Archives/edgar/data/0001413837/000155837025003129/ffwm-20241231x10k.htm, respectively), and other documents
subsequently filed by FirstSun and First Foundation with the Securities and Exchange Commission (the “SEC”). FirstSun and
First Foundation disclaim any obligation to update or revise any forward-looking statements contained in this communication, which speak
only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.
Additional
Information About the Merger and Where to Find It
This communication is being made in respect of the proposed transaction between
FirstSun and First Foundation. In connection with the proposed transaction, FirstSun will file a registration statement on Form S-4 with
the SEC to register FirstSun’s shares that will be issued to First Foundation’s stockholders in connection with the merger.
The registration statement will include a joint proxy statement of FirstSun and First Foundation and a prospectus of FirstSun, as well
as other relevant documents concerning the proposed transaction. When available, the joint proxy statement/prospectus will be sent to
stockholders of FirstSun and First Foundation in connection with the proposed transaction. INVESTORS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE
INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
REGARDING FIRSTSUN, FIRST FOUNDATION, THE TRANSACTION AND RELATED MATTERS.
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
A
free copy of the joint proxy statement/prospectus, when it becomes available,
as well as other documents filed with the SEC by FirstSun or First Foundation may be obtained at the SEC’s Internet site at http://www.sec.gov.
Investors and security holders may also obtain free copies of the documents filed with the SEC by (i) FirstSun on its website at https://ir.firstsuncb.com/overview/default.aspx
under the Financials tab and then under the SEC Filings option, and (ii) First Foundation on its website at https://investor.ff-inc.com/investor-home/default.aspx
under the Financials tab and then under the SEC Filings option.
Participants
in the Solicitation
FirstSun,
First Foundation and certain of their directors and executive officers
may be deemed participants in the solicitation of proxies from stockholders of FirstSun or First Foundation in connection with the proposed
transaction. Information regarding the directors and executive officers of FirstSun and First Foundation and other persons who may be
deemed participants in the solicitation of the stockholders of FirstSun or First Foundation in connection with the proposed transaction
will be included in the joint proxy statement/prospectus, which will be filed by FirstSun with the SEC. Information about the directors
and officers of FirstSun and their ownership of FirstSun common stock can be found in FirstSun’s definitive proxy statement in connection
with its 2025 annual meeting of stockholders, including under the headings “Director Experience”, “Biographical Information
for Executive Officers”, “Certain Relationships and Related Party Transactions”, “Security Ownership of Certain
Beneficial Owners and Management”, “Executive Compensation”, and “Compensation of Directors for Fiscal Year 2024”,
as filed with the SEC on March 21, 2025 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001709442/000170944225000020/fcb-20250321.htm,
and other documents subsequently filed by FirstSun with the SEC, including on Statements of Change in Ownership on Form 4 filed with the
SEC, available at https://www.sec.gov/edgar/browse/?CIK=1709442&owner=exclude. Information about the directors and officers of First
Foundation and their ownership of First Foundation common stock can be found in First Foundation’s definitive proxy statement in
connection with its 2025 annual meeting of stockholders, including under the headings “Security Ownership of Certain Beneficial
Owners and Management”, “Election of Directors (Proposal No. 1)”, “Advisory Vote on the Compensation of the Company’s
Named Executive Officers (Proposal No. 4)”, “Compensation Committee Report”, and “Certain Relationships and Related
Party Transactions” as filed with the SEC on April 17, 2025 and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001413837/000110465925036041/tm252563-3_def14a.htm,
and other documents subsequently filed by First Foundation with the SEC, including on Statements of Change in Ownership on Form 4 filed
with the SEC, available at https://www.sec.gov/edgar/browse/?CIK=1413837&owner=exclude. Additional information regarding the interests
of participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be included in the joint proxy statement/prospectus and other relevant documents regarding the proposed merger filed with the SEC
when they become available. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.
SIGNATURES
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.
| |
FIRSTSUN CAPITAL BANCORP |
| |
|
|
| Dated: October 30, 2025 |
By: |
/s/ Neal E. Arnold |
| |
|
Neal E. Arnold |
| |
|
Chief Executive Officer |
