FirstSun (FSUN) shareholders back First Foundation merger and charter changes

Rhea-AI Filing Summary

FirstSun Capital Bancorp stockholders approved key proposals at a special meeting held on February 27, 2026, clearing the way for its planned merger with First Foundation Inc. They adopted the merger agreement under which First Foundation will merge into FirstSun and FirstSun will issue common stock as merger consideration, with 24,390,817 votes for and 21,071 against.

Stockholders also approved an amendment to increase the authorized common shares (24,948,166 for and 44,338 against) and another amendment creating a class of non-voting common stock, intended in part for certain former First Foundation stockholders (24,473,359 for and 30,869 against). Because proposals 1–3 passed with a quorum present, the adjournment proposal was withdrawn.

Positive

• Merger agreement approved: Stockholders adopted the Agreement and Plan of Merger with First Foundation Inc., a major milestone toward completing the combination, including issuing FirstSun common stock as merger consideration.
• Capital structure flexibility: Approval to increase authorized common shares and to create a non-voting common stock class provides structural tools to issue equity to certain former First Foundation stockholders while managing voting control.

Negative

• None.

Insights

Bank M&A and capital structure analyst

Shareholders approved FirstSun’s merger with First Foundation and key charter changes.

Stockholder approval of the agreement for First Foundation Inc. to merge into FirstSun Capital Bancorp is a major step toward completing the transaction. The merger includes issuing FirstSun common stock as consideration, signaling an equity-based combination rather than an all-cash deal.

The approved charter amendments increase authorized common shares and create a non-voting common class, explicitly available for certain former First Foundation stockholders. This structure can accommodate ownership or regulatory considerations while preserving voting control. Actual impact will depend on the final merger closing and issuance details described in future disclosures.

Key figures show strong support: over 24.3 million votes for the merger proposal and nearly 24.9 million for the authorized share increase. Investors can use these vote levels, along with the joint proxy statement/prospectus filed on January 15, 2026 and its February 6, 2026 supplement, to understand the planned post-merger capital structure.

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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): February 27, 2026

FIRSTSUN CAPITAL BANCORP

(Exact name of registrant as specified in its charter)

Delaware			001-42175			81-4552413
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

1400 16th Street, Suite 250

Denver, Colorado 80202

(Address of principal executive offices and zip code)

(303) 831-6704

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange  on which registered

Common Stock, $.0001 Par Value

FSUN

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 5.07     Submission of Matters to a Vote of Security Holders.

FirstSun Capital Bancorp (“FirstSun”) held a special meeting of stockholders on February 27, 2026 (the “FirstSun special meeting”). At the FirstSun special meeting, the following four proposals were considered:

•Proposal 1: a proposal to adopt the Agreement and Plan of Merger, dated as of October 27, 2025, by and between FirstSun and First Foundation Inc. (“First Foundation”), as it may be amended from time to time (the “merger agreement”), under which First Foundation will merge with and into FirstSun, and to approve the consummation of the transactions contemplated thereby, including the issuance of shares of FirstSun common stock as merger consideration (the “FirstSun merger proposal”);

•Proposal 2: a proposal to approve an amendment to FirstSun’s certificate of incorporation to increase the number of authorized shares of FirstSun common stock (the “FirstSun authorized common increase proposal”);

•Proposal 3: a proposal to approve an amendment to FirstSun’s certificate of incorporation to create a class of non-voting common stock, to be available, among other things, for issuance to certain former First Foundation stockholders in connection with the merger (the “FirstSun non-voting common stock proposal”); and

•Proposal 4: a proposal to adjourn the FirstSun special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the FirstSun merger proposal, the FirstSun authorized common increase proposal or the FirstSun non-voting common stock proposal (the “FirstSun adjournment proposal”).

Each proposal considered and voted on was approved by the requisite vote of FirstSun’s stockholders. The final voting results for the FirstSun merger proposal, the FirstSun authorized common increase proposal and the FirstSun non-voting common stock proposal are presented below. Because a quorum was present at the special meeting and proposals 1, 2, and 3 each received the requisite vote needed for approval, a vote on the FirstSun adjournment proposal was withdrawn and not called. For more information on each of these proposals, see the definitive joint proxy statement/prospectus filed by FirstSun with the U.S. Securities and Exchange Commission (“SEC”) on January 15, 2026, as supplemented by the supplement to joint proxy statement/prospectus filed by FirstSun with the SEC on February 6, 2026.

Proposal 1: FirstSun merger proposal

Votes For						Votes Against						Abstain						Broker Non-Votes
24,390,817						21,071						98,685						485,766

Proposal 2: FirstSun authorized common increase proposal

Votes For						Votes Against						Abstain						Broker Non-Votes
24,948,166						44,338						3,835						—

Proposal 3: FirstSun non-voting common stock proposal

Votes For						Votes Against						Abstain						Broker Non-Votes
24,473,359						30,869						6,345						485,766

SIGNATURE

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

			FIRSTSUN CAPITAL BANCORP
Date: February 27, 2026			By:			/s/ Neal E. Arnold
			Name:			Neal E. Arnold
			Title:			Chief Executive Officer

FAQ

What did FirstSun Capital Bancorp (FSUN) stockholders approve at the special meeting?

Stockholders approved the merger agreement with First Foundation Inc. and key charter amendments. These include increasing authorized common shares and creating a non-voting common stock class, clearing structural conditions needed to move the planned merger and related equity issuance forward.

How did FirstSun (FSUN) stockholders vote on the merger with First Foundation Inc.?

Stockholders strongly backed the merger proposal, with 24,390,817 votes for, 21,071 against, 98,685 abstentions, and 485,766 broker non-votes. This adopts the Agreement and Plan of Merger under which First Foundation will merge into FirstSun for FirstSun common stock consideration.

What change to authorized common shares did FirstSun (FSUN) approve?

Stockholders approved an amendment to increase the number of authorized FirstSun common shares. The proposal received 24,948,166 votes for, 44,338 against, and 3,835 abstentions, with no broker non-votes, enabling additional equity issuance tied to the merger and future corporate purposes.

Why is FirstSun (FSUN) creating a non-voting common stock class?

Stockholders approved a charter amendment creating non-voting common stock, available among other uses for certain former First Foundation stockholders in the merger. The vote passed with 24,473,359 for, 30,869 against, 6,345 abstentions, and 485,766 broker non-votes supporting this structure.

What happened to the adjournment proposal at FirstSun’s special meeting?

An adjournment proposal was included to allow more proxy solicitation if needed. Because a quorum was present and the merger and both charter amendments received the required approval, this adjournment proposal was withdrawn and not called for a vote during the special meeting.

Where can investors find more detail on the FirstSun–First Foundation merger proposals?

Detailed information on the merger, share increase, and non-voting stock is in the definitive joint proxy statement/prospectus filed on January 15, 2026, and a supplement filed on February 6, 2026, both submitted by FirstSun to the U.S. Securities and Exchange Commission.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB