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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): March
12, 2026
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 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, $0.0001 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.
On March 12, 2026, FirstSun Capital Bancorp (“FirstSun”) and
First Foundation Inc. (“First Foundation”) jointly announced receipt of regulatory approval from the Board of Governors of
the Federal Reserve System (the “Federal Reserve”) to complete the proposed merger of First Foundation with and into FirstSun.
The Federal Reserve approval follows recent approvals from the Office of the Comptroller of the Currency and the stockholders of both
companies. All necessary bank regulatory approvals to complete the proposed transaction have now been received.
FirstSun and First Foundation expect to close the merger on April 1, 2026,
subject to the satisfaction or waiver of the remaining customary closing conditions.
The joint press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
| Item
9.01 | Financial
Statements and Exhibits. |
(d) The following exhibit index lists the exhibits that are either filed or
furnished with this Current Report on Form 8-K:
| Exhibit Number |
|
Description |
| 99.1 |
|
Joint Press Release dated March 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K which
are not historical in nature are intended to be, and are hereby 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 expectations of FirstSun and First Foundation with respect to the expected timing of the closing of the proposed merger. Words such
as “expect,” “will,” “may,” “anticipate,” “intend,” “opportunity,”
“continue,” “should,” “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 of either party to satisfy
any of the remaining closing conditions on a timely basis or at all; unexpected delays in completing the proposed merger; 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 transaction-related costs, fees, or expenses may be greater than anticipated; the outcome of any legal proceedings
that may be instituted against FirstSun or First Foundation; and changes in general economic, market, or financial conditions that could
adversely affect the proposed transaction.
Additional information concerning additional factors
that could materially affect the forward-looking statements in this Current Report on Form 8-K can be found in the cautionary language
included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in FirstSun’s
Annual Report on Form 10-K for the year ended December 31, 2025 and other documents subsequently filed by FirstSun with the SEC. Further,
any forward-looking statement speaks only as of the date on which it is made and we do not intend to and disclaim any obligation to update
or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect
the occurrence of unanticipated events, except as required by law.
Additional Information About the Merger and Where to Find It
This communication contains statements regarding the
proposed transaction between FirstSun and First Foundation. In connection with the proposed transaction, FirstSun filed a registration
statement on Form S-4 on December 11, 2025, as amended on January 14, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000014/e26019_fsun-s4a.htm),
to register FirstSun’s shares that will be issued to First Foundation’s stockholders in connection with the merger. The registration
statement includes a joint proxy statement of FirstSun and First Foundation and a prospectus of FirstSun, as well as other relevant documents
concerning the proposed transaction. The Registration Statement was declared effective by the SEC on January 15, 2026 and FirstSun filed
a definitive joint proxy statement/prospectus on January 15, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000019/e26025_fsun-424b3.htm)
and it was first mailed to FirstSun and First Foundation stockholders on January 16, 2026. FirstSun filed a proxy statement/prospectus
supplement on February 6, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000040/e26047_fsun-424b3.htm)
and it was first mailed to FirstSun and First Foundation stockholders on February 9, 2026.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY SUPPLEMENTS THERETO REGARDING THE MERGER, 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 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, as well as other documents
filed by FirstSun or First Foundation may be obtained at the SEC’s Internet site at https://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.
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 |
| |
|
|
| Dated: March 12, 2026 |
By: |
/s/ Neal E. Arnold |
| |
Name: |
Neal E. Arnold |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
FirstSun Capital Bancorp and First Foundation Inc.
Announce Receipt of All
Bank Regulatory Approvals to Complete Proposed Merger
DENVER, CO and IRVING, TX, March 12, 2026—(BUSINESS WIRE) FirstSun
Capital Bancorp (“FirstSun”) (NASDAQ: FSUN) and First Foundation Inc. (“First Foundation”) (NYSE: FFWM) today
jointly announced the receipt of regulatory approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”)
to complete the proposed merger of First Foundation with and into FirstSun. The Federal Reserve approval follows recent approvals from
the Office of the Comptroller of the Currency and the stockholders of both companies. All necessary bank regulatory approvals to complete
the proposed transaction have now been received.
FirstSun and First Foundation expect to close the merger on April 1, 2026,
subject to the satisfaction or waiver of the remaining customary closing conditions.
About FirstSun Capital Bancorp
FirstSun Capital Bancorp (NASDAQ: FSUN), headquartered in Denver, Colorado,
is the financial holding company for Sunflower Bank, N.A., which operates as Sunflower Bank and First National 1870. Sunflower Bank provides
a full range of relationship-focused services to meet personal, business and wealth management financial objectives, with depository branches
in seven states and mortgage capabilities in 44 states. FirstSun had total consolidated assets of $8.5 billion as of December 31, 2025.
First National 1870 is a division of Sunflower Bank, N.A. To learn more,
visit ir.firstsuncb.com or SunflowerBank.com.
About First Foundation Inc.
First Foundation Inc. (NYSE: FFWM) and its subsidiaries offer personal
banking, business banking, and private wealth management services, including investment, trust, insurance, and philanthropy services and
has offices in California, Nevada, Florida, Texas, and Hawaii. This comprehensive platform of financial services is designed to help clients
at any stage in their financial journey. The broad range of financial products and services offered by First Foundation are more consistent
with those offered by larger financial institutions, while its high level of personalized service, accessibility, and responsiveness to
clients is more aligned with community banks and boutique wealth management firms. This combination of an integrated platform of comprehensive
financial products and personalized service differentiates First Foundation from many of its competitors and has contributed to the growth
of its client base and business.
Learn more at firstfoundationinc.com or connect with First Foundation on
LinkedIn and X.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release which are not historical in nature are
intended to be, and are hereby 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 expectations of FirstSun
and First Foundation with respect to the expected timing of the closing of the proposed merger. Words such as “expect,” “will,”
“may,” “anticipate,” “intend,” “opportunity,” “continue,” “should,”
“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 of either party to satisfy any of the remaining closing conditions on a
timely basis or at all; unexpected delays in completing the proposed merger; 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 transaction-related
costs, fees, or expenses may be greater than anticipated; the outcome of any legal proceedings that may be instituted against FirstSun
or First Foundation; and changes in general economic, market, or financial conditions that could adversely affect the proposed transaction.
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 Annual Reports on Form 10-K for the year ended December 31, 2025 (available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001709442/000170944226000017/fcb-20251231.htm)
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/0001413837/000155837025003129/ffwm-20241231x10k.htm),
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 contains statements regarding the proposed
transaction between FirstSun and First Foundation. In connection with the proposed transaction, FirstSun filed a registration
statement on Form S-4 on December 11, 2025, as amended on January 14, 2026 (and which is available
at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000014/e26019_fsun-s4a.htm), to register FirstSun’s shares
that will be issued to First Foundation’s stockholders in connection with the merger. The registration statement includes a
joint proxy statement of FirstSun and First Foundation and a prospectus of FirstSun, as well as other relevant documents concerning
the proposed transaction. The Registration Statement was declared effective by the SEC on January 15, 2026 and FirstSun filed a
definitive joint proxy statement/prospectus on January 15, 2026 (and which is available
at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000019/e26025_fsun-424b3.htm) and it was first mailed to
FirstSun and First Foundation stockholders on January 16, 2026. FirstSun filed a proxy statement/prospectus supplement on February
6, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000040/e26047_fsun-424b3.htm) and it
was first mailed to FirstSun and First Foundation stockholders on February 9, 2026.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY SUPPLEMENTS THERETO REGARDING THE MERGER, 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 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, as well as other documents
filed by FirstSun or First Foundation may be obtained at the SEC’s Internet site at https://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.
Contacts
FirstSun Capital Bancorp
Ed Jacques
Director of Investor Relations & Business Development
Investor.Relations@firstsuncb.com
First Foundation Inc.
Jamie Britton
Chief Financial Officer
jbritton@ff-inc.com
