FirstSun (FSUN) tightens non-voting stock conversion terms in First Foundation merger

Rhea-AI Filing Summary

FirstSun Capital Bancorp filed an 8-K describing an amendment to its previously announced merger agreement with First Foundation Inc. The change focuses on how a new class of non-voting common stock can be converted into voting common stock after the merger.

Previously, holders of non-voting common stock could elect to convert their shares into voting common stock so long as this did not push their ownership above 4.99% of any class of FirstSun voting securities under banking regulations. That elective conversion right has been removed and replaced.

Under the new provision, holders may convert non-voting common stock into voting common stock at their election only if an action by FirstSun reduces their percentage ownership of a class of voting securities, and only up to the percentage they held immediately before that action. All other merger terms, including consideration, exchange ratio, voting mechanics and economic provisions, remain unchanged.

Insights

Bank M&A and capital structure analyst

Amendment narrows elective conversion rights for non-voting stock without changing merger economics.

The amendment refines how non-voting common stock in FirstSun may convert into voting stock following its planned merger with First Foundation. It removes a general elective conversion right subject to a 4.99% regulatory ownership cap and replaces it with a more targeted mechanism.

Going forward, conversion is permitted at the holder’s election only when a FirstSun action reduces that holder’s percentage ownership of a class of voting securities, and then only to restore, not increase, that prior percentage. This aligns conversion with protective, rather than expansive, ownership changes.

The filing states that the amendment does not alter the merger consideration, exchange ratio, voting mechanics, or other economic terms. From an investment perspective, the update appears structurally focused on regulatory and governance safeguards, with no explicitly disclosed change to the overall financial value of the transaction.

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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 6, 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. ☐

Item 8.01. Other Events.

As previously disclosed, on October 27, 2025, FirstSun Capital Bancorp, a Delaware corporation (“FirstSun”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Foundation Inc., a Delaware corporation (“First Foundation”), pursuant to which First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving corporation (the “Merger”).

On February 6, 2026, FirstSun and First Foundation entered into Amendment No. 1 to the Merger Agreement (the “Amendment”). The Amendment amends Exhibit E to the Merger Agreement, which sets forth the form of the Certificate of Amendment to FirstSun’s Amended and Restated Certificate of Incorporation that will create a class of non-voting common stock. As amended:

	•	the ability of holders of non-voting common stock to elect to convert all or a portion of its shares of non-voting common stock into common stock to the extent, and only to the extent, that such conversion would not cause the holder and its affiliates, together with any other persons whose ownership must be aggregated with such holder under applicable banking regulations, to own, control, or hold with power to vote more than 4.99% of any class of FirstSun’s voting securities, as that term is defined in 12 C.F.R. § 225.2(q) or any successor regulation, has been removed; and
	•	it has been replaced with a provision that permits conversion of non-voting common stock into common stock at the holder’s election (as distinguished from automatic conversion) only if an action by FirstSun reduces the holder’s percentage ownership of a class of voting securities, and only to the extent that such conversion does not result in the holder acquiring a greater percentage of voting securities than it held immediately prior to such action.

The Amendment does not modify any other terms of the Merger Agreement and does not change the merger consideration, the exchange ratio, the voting mechanics, or any other economic terms of the Merger.

To the extent that the matters described herein are deemed to require disclosure under Item 1.01 (Entry into a Material Definitive Agreement) of Form 8-K, the information contained in this Item 8.01 is hereby incorporated by reference into Item 1.01 (Entry into a Material Definitive Agreement).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description

2.1 Amendment to Agreement and Plan of Merger, dated February 6, 2026, by and between FirstSun Capital Bancorp and First Foundation Inc. (including revised Exhibit E (Form of Certificate of Amendment)).*

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.

Additional Information About the Merger and Where to Find It

This Current Report on Form 8-K 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.

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 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 is included in the joint proxy statement/prospectus, which was filed by FirstSun with the SEC on January 15, 2026 (and which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000019/e26025_fsun-424b3.htm). 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, are included in the joint proxy statement/prospectus filed by FirstSun with the SEC on January 15, 2026 (which is available at https://www.sec.gov/Archives/edgar/data/1709442/000155278126000019/e26025_fsun-424b3.htm). 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: February 6, 2026	By:	/s/ Neal E. Arnold
		Neal E. Arnold
		Chief Executive Officer

FAQ

What change did FirstSun Capital Bancorp (FSUN) make to its merger agreement?

FirstSun Capital Bancorp amended its merger agreement with First Foundation to revise how non-voting common stock converts into voting stock. The change narrows elective conversion rights and ties conversion to situations where FirstSun actions reduce a holder’s voting ownership percentage.

How were non-voting shares supposed to convert under the original FSUN merger terms?

Originally, holders of non-voting common stock could elect to convert shares into voting common stock so long as doing so did not cause their ownership to exceed 4.99% of any class of FirstSun voting securities, as defined in applicable banking regulations under 12 C.F.R. § 225.2(q).

What is the new conversion rule for FSUN non-voting common stock after the amendment?

The new rule allows holders to convert non-voting into voting common stock at their election only if an action by FirstSun reduces their percentage ownership of a class of voting securities, and then only to the extent needed to avoid exceeding their prior voting ownership percentage.

Does the FSUN amendment change the merger consideration or exchange ratio?

The amendment does not change merger consideration, the exchange ratio, voting mechanics, or other economic terms. It is limited to revising the certificate language that governs conversion rights for non-voting common stock created in connection with the FirstSun and First Foundation merger.

Is the planned merger between FirstSun (FSUN) and First Foundation still proceeding under the existing S-4 registration?

Yes. FirstSun previously filed a Form S-4 registering shares to be issued in the merger, and the registration statement has been declared effective. The current amendment modifies non-voting stock conversion terms but leaves the broader merger structure and registered share issuance framework intact.

Where can investors find detailed documents about the FSUN and First Foundation merger?

Investors can access the effective Form S-4 registration statement and joint proxy statement/prospectus on the SEC’s website. Additional related filings and proxy materials are also available through the investor relations sections of FirstSun’s and First Foundation’s respective corporate websites.