Welcome to our dedicated page for Firstsun Capital SEC filings (Ticker: FSUN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
FirstSun Capital Bancorp filings document a bank holding company’s operating results, governance, capital structure and material corporate events. Form 8-K reports cover quarterly financial results, Regulation FD investor presentations, credit metrics, merger-related expenses, material agreements and the completed merger with First Foundation Inc., including related registration-rights and subsidiary disclosures.
Proxy materials describe annual meeting matters such as director elections, auditor ratification and shareholder voting procedures. Other filings record special-meeting votes, common-stock authorization matters, non-voting common stock proposals, governance provisions and emerging growth company status, providing formal disclosure around FirstSun’s public-company reporting and bank holding company structure.
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.
FirstSun Capital Bancorp director receives small stock grant
Director Peter E. Murphy reported acquiring 50 shares of FirstSun Capital Bancorp common stock on January 23, 2026. The shares were issued as a vested stock grant at a price of $0 per share, bringing his directly held beneficial ownership to 50 shares. According to the footnote, this grant was made to the director specifically to satisfy bank regulatory ownership requirements, indicating it is a compliance-driven award rather than an open-market purchase.
FirstSun Capital Bancorp director Peter E. Murphy filed an initial ownership report on Form 3. The filing states that, as of the event date of 01/23/2026, he does not beneficially own any FirstSun Capital Bancorp securities. The report confirms his role as a director and indicates that there are no non-derivative or derivative securities listed as owned, either directly or indirectly.
FirstSun Capital Bancorp plans to issue approximately 18,960,810 shares of common stock to acquire First Foundation Inc. in an all‑stock merger. Each First Foundation common share will be exchanged for 0.16083 FirstSun share, with cash paid instead of fractional shares, implying consideration of about $6.46 and $6.26 per share based on specified past FirstSun prices. Preferred shares and warrants will convert into FirstSun stock, with warrant holders also sharing an aggregate $17.5 million cash payment. After closing, legacy FirstSun stockholders are expected to own about 59.5% of the combined company and legacy First Foundation stockholders about 40.5%. The deal is intended to qualify as a tax‑free reorganization for most U.S. holders and will create a Southwest‑focused bank with roughly $17 billion in assets, subject to stockholder and regulatory approvals.
FirstSun Capital Bancorp filed an amended Form S-4 to register approximately 18,960,810 shares of common stock to be issued in its stock-for-stock merger with First Foundation Inc. Each First Foundation common share will convert into 0.16083 FirstSun share, with cash paid only for fractional shares, and preferred shares convert based on their 1,000:1 common-stock equivalence.
The combined bank is expected to have about $17 billion in assets, with legacy FirstSun holders owning roughly 59.5% and legacy First Foundation holders about 40.5% of FirstSun after closing. A balance sheet repositioning plan will sell, securitize or run off select First Foundation loans and reduce higher-cost funding to strengthen capital, credit profile, and liquidity.
The merger is intended to be a tax-free reorganization for U.S. holders (except for cash in lieu of fractional shares), and includes $17.5 million of fixed cash consideration to cashlessly exercising warrant holders. Both boards unanimously recommend the deal, supported by fairness opinions and voting support agreements covering about 33% of each company’s common stock. Special meetings are set for February 27, 2026, with required votes on the merger, an authorized share increase, and creation of a non-voting common class that can be elected by holders exceeding a 4.99% ownership threshold.
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.