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FirstSun Capital Bancorp 8-K Filings

FSUN NASDAQ

Every 8-K that FirstSun Capital Bancorp (FSUN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow FSUN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FSUN filings page.

Rhea-AI Summary

FirstSun Capital Bancorp reported a net loss of $(22.9) million, or $(0.49) per diluted share, for the quarter ended June 30, 2026, versus net income of $26.4 million a year earlier. Adjusted net income was $21.0 million, or $0.45 per diluted share.

Results reflect the April 1, 2026 completion of the First Foundation acquisition, which added $11.2 billion of total assets, including $6.0 billion of net loans and $8.8 billion of deposits, after purchase accounting. Net interest income rose to $143.2 million, but net interest margin compressed to 3.58% as the acquired balance sheet carried higher funding costs.

Credit costs increased sharply: the provision for credit losses was $40.4 million and net charge-offs were $42.4 million, largely tied to two commercial and industrial loans. Noninterest expense climbed to $171.7 million, including $57.6 million of merger-related costs. Capital ratios remained above well-capitalized thresholds, with a common equity tier 1 ratio of 11.95% and total assets of $15.7 billion. The board also authorized a share repurchase program of up to $150.0 million through June 30, 2027.

Rhea-AI Summary

FirstSun Capital Bancorp adopted a new Executive Annual Incentive Plan for its senior leaders, based on the recommendation of its Compensation and Succession Committee. The plan links annual cash incentives to selected performance measures such as earnings, returns, asset quality, growth, efficiency, customer satisfaction and share performance.

Each year, the committee will choose which executives participate, set threshold, target and maximum award opportunities, and define specific performance measures and formulas that determine payouts. The committee, or the full board, has broad authority to interpret the plan and adjust payouts. Generally, executives must be employed on the payment date to receive an award, subject to limited exceptions.

Rhea-AI Summary

FirstSun Capital Bancorp, holding company for Sunflower Bank, completed the sale of approximately $336 million of performing municipal loans acquired from First Foundation Bank to an unaffiliated third party. This sale was planned as part of its acquisition of First Foundation Inc., which closed on April 1, 2026.

With this transaction, FirstSun states it has completed the balance sheet repositioning strategy announced with the First Foundation deal. The company intends to use the loan sale proceeds to pay down certain high cost brokered and non-brokered deposits acquired from First Foundation Bank.

Rhea-AI Summary

FirstSun Capital Bancorp, parent of Sunflower Bank, reported results of its annual stockholder meeting and a major balance sheet move. Stockholders elected seven directors for one-year terms and ratified Crowe LLP as independent auditor.

Separately, the Bank closed on the sale of approximately $890 million of performing multifamily commercial real estate mortgage loans acquired from First Foundation Bank to entities affiliated with Brookfield Asset Management. The sale was contemplated as part of FirstSun’s acquisition of First Foundation Inc. and its broader balance sheet loan downsizing. FirstSun intends to use the proceeds to pay down certain high cost brokered and non-brokered deposits from the First Foundation Bank acquisition and expects to complete the remaining downsizing before the end of the second quarter of 2026, with overall balance sheet repositioning and loan fair value marks in line with previously disclosed expectations.

Rhea-AI Summary

FirstSun Capital Bancorp filed an amended current report to add historical financial statements of First Foundation Inc. and unaudited pro forma combined financial information following their completed merger effective April 1, 2026. The exhibits include First Foundation’s audited balance sheets as of December 31, 2025 and 2024 and related statements for 2023–2025.

First Foundation reported a net loss of $155.2 million in 2025, following losses of $92.4 million in 2024 and $199.1 million in 2023, with total assets of $11.9 billion and shareholders’ equity of $912.6 million as of December 31, 2025. Its auditor issued an adverse opinion on internal control over financial reporting as of December 31, 2025, citing a material weakness in entity-level controls, the allowance for credit losses process, and timely review of service organization reports, while affirming that the financial statements themselves present fairly in all material respects.

Rhea-AI Summary

FirstSun Capital Bancorp reported mixed first quarter 2026 results while closing a major merger. Net income was $21.6 million, or $0.76 per diluted share, down from $24.8 million and $0.88 in the prior quarter. Adjusted net income was $23.7 million, or $0.84 per diluted share.

Net interest income was $82.8 million and net interest margin improved to 4.25%. Loans reached $6.9 billion, up $266.8 million, or 16.2% annualized, while deposits were stable at $7.1 billion and the loan-to-deposit ratio rose to 97.9%. Credit costs increased, with an $8.3 million provision and $10.6 million in net charge-offs, or 0.63% of average loans. Capital remained strong, with a common equity tier 1 ratio of 13.77% and tangible book value per share rising to $38.57. On April 1, 2026, FirstSun completed its merger with First Foundation Inc., creating a larger franchise with $8.6 billion in assets as of March 31, 2026.

Rhea-AI Summary

FirstSun Capital Bancorp completed its all-stock merger with First Foundation Inc., with each First Foundation common share converted into 0.16083 shares of FirstSun. First Foundation Bank was merged into Sunflower Bank, creating a larger regional banking platform.

FirstSun amended a Registration Rights Agreement so key former First Foundation investors can resell their new shares via a required shelf registration, subject to lock-up agreements lasting up to 24 months. Its charter was amended to increase authorized common stock to 80,000,000 shares and create 20,000,000 shares of non-voting common stock for holders exceeding a 4.99% voting threshold.

The company assumed $150 million of 3.50% fixed-to-floating subordinated notes due 2032 and added multiple former First Foundation directors, including former CEO Thomas C. Shafer as Executive Vice Chairman with a $1,090,000 base salary. On a pro forma basis as of December 31, 2025, the combined company had $20.4 billion in assets, $13.8 billion in loans and $16.4 billion in deposits.

Rhea-AI Summary

FirstSun Capital Bancorp announced that it and First Foundation Inc. have received Federal Reserve approval for First Foundation’s merger into FirstSun. This follows prior approvals from the Office of the Comptroller of the Currency and stockholders of both companies, meaning all required bank regulatory approvals are now in place.

The companies expect to close the merger on April 1, 2026, subject to remaining customary closing conditions. FirstSun notes it previously filed a Form S-4 registration statement and joint proxy statement/prospectus covering the FirstSun shares to be issued to First Foundation stockholders in connection with the transaction.

Rhea-AI 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.

Rhea-AI Summary

FirstSun Capital Bancorp reports a key step toward its merger with First Foundation Inc.. The Office of the Comptroller of the Currency has approved combining their bank subsidiaries, Sunflower Bank, N.A. and First Foundation Bank, with Sunflower Bank as the surviving bank.

The broader merger of First Foundation into FirstSun still depends on approval from the Federal Reserve, stockholder approvals at meetings on February 27, 2026, and other customary closing conditions. The companies currently expect the transaction to close early in the second quarter of 2026. FirstSun notes it had total consolidated assets of $8.5 billion as of December 31, 2025.

Rhea-AI 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.

Rhea-AI Summary

FirstSun Capital Bancorp filed an update covering recent financial communications and board changes. The company issued an earnings press release with results for the fourth quarter and full year ended December 31, 2025, and posted a related investor presentation on its website, both of which will be used for an earnings conference call and future investor conferences.

Director Diane L. Merdian announced her intention to resign from the boards of the company and its bank subsidiary, effective at the earlier of the closing of FirstSun’s proposed merger with First Foundation Inc. or the 2026 annual stockholders’ meeting. The board appointed Peter E. Murphy, founder and CEO of Wentworth Capital Management, as a Class III director with a term expiring at the 2026 annual meeting and as a director of the bank. He joined several board committees and received a one-time grant of 50 shares of common stock to meet bank regulatory ownership requirements and will participate in standard non-employee director compensation programs.

Rhea-AI Summary

FirstSun Capital Bancorp filed an amended current report to correct the signature date on a prior disclosure about a new board representation arrangement and related governance changes. The company entered into a Board Representative Letter Agreement with Castle Creek Capital Partners IX, LP on December 3, 2025. Beginning with the earlier of the closing of FirstSun’s proposed merger with First Foundation Inc. or the 2026 annual shareholders meeting, FirstSun will use its best efforts to place a Castle Creek designee on its board and recommend that nominee to stockholders. Castle Creek also may appoint a nonvoting board observer when it has no board representative, with these rights continuing while it holds at least 40% of its current share position. On the same date, director Isabella Cunningham notified the company she will resign effective at the earlier of the merger closing or the 2026 meeting, and FirstSun plans to maintain board size to accommodate Castle Creek’s nominee.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.