Firstsun Capital SEC Filings

FirstSun Capital Bancorp received an amended Schedule 13G/A from several Wellington Management entities reporting a significant ownership position in its common stock. The Wellington reporting group, including Wellington Management Group LLP and related affiliates, reports beneficial ownership of 2,880,385 shares of FirstSun common stock, representing 10.3% of the class as of the event date. All of these shares are reported with shared voting and shared dispositive power, and no shares are held with sole voting or dispositive authority.

The securities are owned of record by clients of the Wellington investment advisers, meaning the economic interest belongs to those clients rather than the advisers themselves. The filing notes that, among those clients, Bay Pond Partners, L.P. is an exception to the general statement that no client holds more than five percent of the class. Wellington certifies that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of FirstSun Capital Bancorp.

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.

FirstSun Capital Bancorp reported solid third‑quarter results. Net income was $23,174,000, with basic EPS of $0.83 and diluted EPS of $0.82. Net interest income reached $80,953,000 as funding costs eased, while the provision for credit losses increased to $10,100,000. Noninterest income was $26,333,000, helped by mortgage banking services of $12,641,000.

On the balance sheet, deposits were $7,105,415,000 and loans, net of the allowance, were $6,597,589,000. Cash and cash equivalents were $659,899,000. Federal Home Loan Bank advances declined to $0 from $135,000,000 at year‑end. Accumulated other comprehensive loss improved to $(27,721,000), reflecting better securities valuations.

For the first nine months, net income was $73,129,000 with basic EPS of $2.63. Shares outstanding were approximately 27,879,811 as of November 6, 2025. The company’s forward‑looking statements discuss the proposed merger with First Foundation and macroeconomic and regulatory risks.

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.

FirstSun Capital Bancorp announced a proposed merger with First Foundation Inc. (NYSE: FFWM) and stated it will file a Form S-4 to register FirstSun shares that will be issued to First Foundation stockholders in the transaction. A joint proxy statement/prospectus will be sent to stockholders of both companies in connection with the merger.

The communication includes forward‑looking statements and references risk factors in each company’s 2024 Form 10‑K and subsequent SEC filings. It also notes that this is not an offer to sell or a solicitation of an offer to buy securities. As context, First Foundation provides personal and business banking and private wealth services, operating 30 branch/office locations across five states, including a focus on Southern California.

FirstSun Capital Bancorp announced an all-stock merger agreement with First Foundation Inc., under which First Foundation and First Foundation Bank will merge into FirstSun and Sunflower Bank, N.A., respectively. The combined bank is described as a premier franchise with $17 billion in total assets and an expanded footprint that includes Southern California.

At closing, the companies will operate under the FirstSun and Sunflower Bank names. Leadership continuity is planned: Neal Arnold and Mollie Carter will continue leading FirstSun and Sunflower Bank, Tom Shafer will become Vice Chairman, and Rob Cafera will remain CFO. The transaction is expected to close in early Q2 2026, subject to regulatory and stockholder approvals, with integration work beginning immediately. Management cites pro forma operating and return metrics in 2027 with fully phased-in cost savings, aiming to enhance value for clients, employees, and stockholders.

First Foundation Inc. announced it signed an Agreement and Plan of Merger with FirstSun Capital Bancorp, under which First Foundation will merge into FirstSun, with FirstSun continuing as the surviving entity. After the corporate merger, First Foundation Bank will merge into Sunflower Bank, N.A., which will remain the surviving bank.

The companies target closing in early Q2 2026, subject to regulatory approvals, approval by both companies’ shareholders, and customary closing conditions. FirstSun plans to file a Form S-4 to register the shares it will issue to First Foundation stockholders; a joint proxy statement/prospectus will be provided to shareholders.

An investor presentation was furnished and includes preliminary earnings estimates for First Foundation’s third quarter of 2025. A joint press release and the presentation were filed as Exhibits 99.2 and 99.1, respectively.

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.

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.