What changed in this filing

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Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-16 · 281 added, 126 removed, 773 unchanged (34% of the section changed)

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The management of FirstSun is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and affected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and affected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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Other Information

Given the timing of the following events, the following information is included in this Annual Report on Form 10-K pursuant to Item 5.02 of Form 8-K, “Departure of Directors or Certain Officers;

Given the timing of the following events, the following information is included in this Annual Report on Form 10-K pursuant to Item 1.01 of Form 8-K, “Entry into a Material Definitive Agreements”, and Item 5.02 of Form 8-K, “Departure of Directors or Certain Officers;

Election of Directors;

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Compensation Arrangements of Certain Officers” in lieu of filing a Form 8-K.

2023 Amendments to Arnold and Cafera Employment Agreements and Outstanding Long-Term Incentive Plan Award Agreements.

On March 14, 2023, we entered into a first amendment to Mr.

Arnold’s amended and restated employment agreement dated March 24, 2022, and we entered into a third amendment to Mr.

Cafera’s amended and restated employment agreement dated June 19, 2017, as amended, in order to clarify the accelerated vesting treatment of the executive’s equity-based awards upon certain qualifying terminations of the executive’s employment.

The first amendment to Mr.

Arnold’s amended and restated employment agreement and the third amendment to Mr.

Cafera’s amended and restated employment agreement were also entered into as a result of the restructuring of our long term incentive awards under our Long-Term Incentive Plans (each an “ LTIP” or collectively, the “ LTIPs”).

Specifically, the first amendment to Mr.

Arnold’s agreement and third amendment to Mr.

Cafera’s agreement provides that any unvested portion of the executive’s outstanding options or other incentive compensation or equity-based awards (including but not limited to phantom equity, or cash or stock payouts under the LTIPs) will immediately fully vest as of the date of such qualifying termination.

The amendments further provide that awards issued pursuant to the LTIPs (or any successor plan) shall vest at such dollar value (for cash-based awards) or at such number of performance share units (for equity-based awards) as determined by the compensation committee of the Company (or its delegate), in its sole and good faith discretion, based on the level of achievement of any Bank Performance Measures (as defined in the LTIPs) as of the date of such qualifying termination and subject to adjustments (e.g., accounting for transaction expenses) to such Bank Performance Measures as the compensation committee (or its delegate) determines are necessary to carry out their original intent and in a manner that does not materially adversely affect the executive;

provided that with respect to any LTIP award for which achievement of the applicable Bank Performance Measures for the full performance period cannot be objectively measured as of immediately prior to any such qualifying termination, such LTIP award will be earned as of such termination at the greater of 100% of target level and the level achieved based on actual performance determined through the last practicable date prior to such termination, as determined by the compensation committee.

The first amendment to Mr.

Arnold’s amended and restated employment agreement and the third amendment to Mr.

Cafera’s amended and restated employment agreement also serve as an amendment to the outstanding LTIP award agreements for each executive to clarify that all outstanding LTIP awards are amended to provide for full (100%) vesting upon a termination without cause or a termination for good reason, as those terms are defined in the applicable employment agreement.

For a description of the awards made to Mr.

Arnold and Mr.

Cafera pursuant to the LTIPs (including a description of the Bank Performance Measures and performance periods), see Item 11 below, “ Executive Compensation” under the heading “ Long Term Incentive Plans,” which information is incorporated herein by reference.

The foregoing description of the first amendment to Mr.

Arnold’s amended and restated employment agreement and third amendment to Mr.

Cafera’s amended and restated employment agreement do not purport to be complete and are qualified in their entirety by reference to the first amendment to amended and restated employment agreement, which is incorporated herein by reference as Exhibit 10.17 and the third amendment to amended and restated employment agreement, which is incorporated herein by reference as Exhibit 10.18 .

Amendment No.

5 to Stockholders’ Agreement

FirstSun is party to a Stockholders’ Agreement with certain of its stockholders dated as of June 19, 2017, as amended.

Effective as of March 6, 2024, the Stockholders’ Agreement was amended to revise the specific board class nomination rights of two stockholders with existing board nomination rights to ensure that its board would consist, as nearly as possible, of classes with one-third of the directors in each class (the “Stockholders’ Agreement Amendment”).

The foregoing description of the Stockholders’ Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment No.

5 to Stockholders’ Agreement, which is incorporated herein by referenc e as Exhibit 4.10 .

See “Item 13.

Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement” for a description of the Stockholders’ Agreement, as amended.”

2024 Special Restricted Stock Grants

On March 6, 2024, th e Compensation and Succession Committee (the “Committee”) of the board of directors of FirstSun, with approval by the board of directors, granted special restricted stock awards (the “Awards”) to certain officers of FirstSun for (i) retention purposes and (ii) to incentivize them in their efforts to work towards both a timely and efficient consummation of our merger with HomeStreet, Inc.

and a successful post-closing integration of the two companies.

The Awards will be subject to and conditioned upon closing of the merger with HomeStreet, Inc., provided that if the closing of the merger does not occur, the Awards will be cancelled and void ab initio .

These actions, to the extent they impacted the compensation of our named executive officers, are described in greater detail below.

The committee granted the following awards to the following named executive officers:

• 114,286 shares of restricted stock to Neal E.

Arnold, Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun, with a grant date fair valu e of approximately $4.0 million;

• 57,143 s hares of restricted stock to Robert A.

Cafera, Jr., Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank, with a grant date fair valu e of approximately $2.0 million.

The Awards will vest one-third per year over a three-year period, provided that the officer continues to provide services to the Company on the applicable vesting date, with accelerated vesting upon death, disability, or termination by the Company without “Cause” or by the officer with “Good Reason” (each as defined in the award agreement).

If, prior to the vesting of the Award shares, there is a change of control (as that term is defined in the 2021 Equity Incentive Plan) with respect to FirstSun, all Award shares will become vested upon the earlier of (i) the vesting of the Award shares in accordance with vesting provisions described above;

(ii) the one-year anniversary of such change of control;

or (iii) the date of termination of the executive officer’s continuous service with the Company without “Cause” or for “Good Reason” (as defined in the award agreement), in each case, during the one-year period following such change of control, provided that, in all cases such change of control has been consummated.

If the conditions set forth in (i)-(iii) above occur prior to the closing of the merger with HomeStreet, such conditions will be automatically extended through the date of the merger with HomeStreet if the merger with HomeStreet closes.

The foregoing description of the Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Restricted Stock Agreement, which is incorporated herein b y reference as Exhibit 10.20 .

Trading Plans

During the three months ended December 31, 2023, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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The term of FirstSun’s Class I directors will expire at the 2024 annual meeting, the term of its Class II directors will expire at the 2025 annual meeting and the term of its Class III directors will expire at the 2026 annual meeting.

All of our directors currently serve on the board of directors pursuant to the voting provisions of a stockholders’ agreement between us and our stockholders.

For the names of each party with board designation rights under the stockholders’ agreement, and their related board designees, see “Item 13.

Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement—Corporate Governance Provisions—Board Composition.” See “Item 13.

All of our directors except one currently serve on the board of directors pursuant to the board nomination rights provisions of the stockholders’ agreement, as amended, between us and certain of our stockholders (the “Stockholders’ Agreement”).

For the names of each party with board nomination rights under the Stockholders’ Agreement, and their related board designees, see “Item 13.

Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement—Corporate Governance Provisions—Board Composition.” In addition, the Stockholders’ Agreement has been amended to:

(i) permit the termination of the Stockholders’ Agreement when FirstSun provides additional liquidity for its stockholders by listing FirstSun’s shares of common stock on a national securities exchange;

(ii) provide that the Stockholders’ Agreement will terminate automatically and without further action by any party thereto upon the consummation of the proposed merger with HomeStreet, Inc;

and (iii) revise the specific board class nomination rights of two stockholders with existing board nomination rights to ensure that its board would consist, as nearly as possible, of classes with one-third of the directors in each class .

Following the consummation of the proposed merger with HomeStreet, Inc., which triggers an automatic termination of the Stockholders’ Agreement, generally, a majority of the entire board of directors shall nominate each director;

provided, that, effective upon closing of the proposed merger with HomeStreet, Inc.

and the termination of the Stockholders’ Agreement, FirstSun has entered into board representative letter agreements with the five following FirstSun stockholders such that the stockholders will retain the right to nominate a director to the combined company board of directors, in each case, so long as certain stock ownership thresholds are maintained:

entities affiliated with Lightyear Fund III LP;

Twin Meadow VHC Trust dated May 25, 2011 (associated with Mollie Hale Carter);

Aquiline SGB Holdings LLC (“Aquiline”);

JLL/FCH Holdings I, LLC (“JLL”);

and Karen Hale Young Family Irrevocable Trust (associated with Karen Hale Young).

See “Item 13.

Certain Relationships and Related Transactions, and Director Independence,” under the heading “Stockholders’ Agreement” for a description of the Stockholders’ Agreement, as amended.

In connection with the Merger and pursuant to the terms of the merger agreement and Amendment No.

2 to the Stockholders’ Agreement, on April 1, 2022, FirstSun increased the size of its board of directors (the “Board”), effective immediately after the Second Step Merger, from eight to ten members, and elected two former Pioneer directors to the Board.

Under the merger agreement, one of the continuing Pioneer directors was selected by JLL, Pioneer’s largest former shareholder, and the other continuing Pioneer director was mutually selected by FirstSun and Pioneer.

JLL selected Kevin Hammond to serve as its Board designee, and FirstSun and Pioneer mutually selected Isabella Cunningham to serve on the Board, as a Class I director.

Cunningham was also appointed to serve on the Board’s Nominating and Governance Committee and the Compensation and Succession Committee.

Hammond and Ms.

Cunningham participate in FirstSun’s standard 2022 non-employee director compensation arrangements, as such arrangements may be amended from time to time, and described under Item 11, “Executive Compensation” of our Annual Report under the heading “Compensation of Directors for Fiscal Year 2022,” which description is incorporated herein by reference.

Name Age Served as Director Since

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Biographical Information for Directors

Arnold is the current President and Chief Executive Officer of the Company and Sunflower Bank and also serves as the Chief Operating Officer of the Company.

He was appointed as President and Chief Executive Officer of the Company on April 1, 2022, and has held the positions of President and Chief Executive Officer of Sunflower Bank and Chief Operating Officer of the Company since 2018.

Arnold is the current President and Chief Executive Officer of FirstSun and Sunflower Bank and also serves as the Chief Operating Officer of FirstSun.

He was appointed as President and Chief Executive Officer of FirstSun on April 1, 2022, and has held the positions of President and Chief Executive Officer of Sunflower Bank and Chief Operating Officer of FirstSun since 2018.

Arnold served as Executive Vice President of Fifth Third Bancorp and Fifth Third Bank from 1998 to 2005, and as Chief Financial Officer of Fifth Third Bancorp and Fifth Third Bank from 1997 to 2005.

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Prior to joining Fifth Third, he served as Chief Financial Officer and Chief Operating Officer of Midwestern Community Bank from 1980 to 1989.

Arnold’s qualifications to serve as a director include his

substantial c-suite leadership experience and as a chief financial officer of a large public company.

Arnold’s qualifications to serve as a director include his substantial c-suite leadership experience and as a chief financial officer of a large public company.

Arnold has over 30 years of experience completing numerous regulatory compliance consulting engagements for bank boards.

Carter is the current Executive Chair of the Company, a position she has held since April 1, 2022.

She also served as Chair of the Company’s board and the board of Sunflower Bank, positions she has held since 1996.

She served as President and Chief Executive Officer of the Company from 2005 until April 1, 2022, and served as President and Chief Executive Officer of Sunflower Bank from 2005 until 2018.

Carter is the current Executive Chair of FirstSun and the Bank, a position she has held since April 1, 2022.

Prior to being named Executive Chair, she served as Chair of both Company and Bank boards since 1996.

Carter served as President and Chief Executive Officer of FirstSun from 2005 until April 1, 2022, and served as President and Chief Executive Officer of Sunflower Bank from 2005 until 2018.

She served as a director of Evergy, Inc.

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Carter is also a Director of Lockton Companies and serves on its Nominating and Governance Committee and the Audit Committee.

Carter’s nonprofit service includes the NPR Foundation Board of Trustees since 2020, and the Rocky Mountain Public Media Board of Directors since 2023.

Carter’s qualifications to serve as our Executive Chair include her substantial leadership experience as a chief executive officer, her financial expertise and her significant experience serving as a director of a large public company.

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Cunningham served as a director of Pioneer and Pioneer Bank from 2013 until April 2022.

She served as a Director of Viad Corp.

and as a member of its Corporate Governance and Nominating Committee and its Human Resources Committee from 2006 until 2019.

Cunningham holds the Stan Richards Chair in Advertising and Public Relations at the University of Texas at Austin.

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Vice President of Finance at Applebee’s International from 1998 to 2012.

Before that, she served as the Chief Financial Officer of Integrated Medical Resources from 1996 to 1998, and additionally, Ms.

She served as the Chief Financial Officer of Integrated Medical Resources from 1996 to 1998, and additionally, Ms.

Elving served as Vice President Finance & Accounting for the FDIC/Resolution Trust Corporation from 1990 to 1996.

Between 1981 and 1996 Ms.

Elving gained senior accounting, auditor, and Certified Public Accountant experience at Jackson County, Missouri, and Arthur Anderson & Co.

between May 1981 and 1996.

Elving’s experience includes her service as a director of several non-profit boards including St.

Luke’s Health System-Bishop Spencer Place since 2019 and as board president since 2022, as well as Heart of America Shakespeare Festival as a director since 2019 and as board co-president from 2021 to 2023.

Elving’s qualifications to serve as a director include her accounting, finance, and C-suite leadership experience including oversight of public companies and government entities.

Elving also serves as a director of non-profit boards including St.

Luke’s Health System-Bishop Spencer Place since 2019, Heart of America Shakespeare Festival in Kansas City, Missouri since 2019, and the Friends of the Conservatory of the University of Missouri- Kansas City since 2023.

Hammond joined the Company’s board as a result of the merger with Pioneer effective April 1, 2022.

Hammond joined FirstSun’s board as a result of the merger with Pioneer effective April 1, 2022.

Hammond served as a director of Pioneer from 2016 until April 2022.

He is a Managing Director at JLL Partners, which he joined in 2004, where he focuses on making new private equity investments and managing the firm’s portfolio of companies.

He also serves on JLL Partners’ management and investment committees.

He is a Managing Director at JLL Partners, which he joined in 2004, where he focuses on new private equity investments and managing the firm’s portfolio of companies.

He serves on JLL Partners’ management and investment committees.

Prior to JLL, he worked at Greenhill & Co., where he worked in merger advisory and private equity.

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Hammond’s qualifications to serve as a director include his experience in managing financial transactions and extensive past and current director service on corporate boards.

Larkins is currently a Senior Advisor with Aquiline Capital Partners, a position he has held since 2018.

He is also the board member of Amur Equipment Finance.

He previously served as board chair of LERETA, LLC, and as an advisor to Tarsadia Investments, both from July 2019 through July 2021.

Larkins is a Senior Advisor with Aquiline Capital Partners, a position he has held since 2018.

He also serves as a board member of Amur Equipment Finance, since 2019.

He previously served as board chair of LERETA, LLC, and as an advisor to Tarsadia Investments, both from 2019 to 2021.

Larkins served as President and director of SquareTwo Financial Corporation, positions he held from 2009 to 2016.

SquareTwo Financial Corporation filed for

bankruptcy under Chapter 11 in March 2017.

SquareTwo Financial Corporation filed for bankruptcy under Chapter 11 in March 2017.

From 1998 to 2009, he served as the Chief Executive Officer and President of Key National Finance in Superior, Colorado.

Before that, he served as a Senior Executive Vice President of Key Bank USA and KeyCorp Leasing Ltd., and before that, he held regional and national roles with USL Capital and IBM.

His experience includes service as a Senior Executive Vice President of Key Bank USA and KeyCorp Leasing Ltd., and regional and national roles with USL Capital and IBM.

Larkins' qualifications to serve as a director include his extensive external board and leadership experience with bank, specialty finance (leasing, marine, recreational vehicles, education, home equity, and auto dealer finance), as well as private equity institutions.

Levy is a Managing Director at Pickwick Capital Partners, a position he has held since 2012.

Before that, he served as Vice Chairman of Investment Banking and Co-Head of the Financial Institutions Group at Cowen & Company from 2009 to 2010 and served as Senior Managing Director at Bear Stearns from 2005 to 2008.

Before Bear Stearns, Mr.

He serves as a director of Old Dominion National Bank since 2013, and as a director of the holding company ODNB Financial Corp since 2022.

He has served as Vice Chairman of Investment Banking and Co-Head of the Financial Institutions Group at Cowen & Company from 2009 to 2010 and served as Senior Managing Director at Bear Stearns from 2005 to 2008.

Levy spent over 23 years at Citigroup Global Markets as a Managing Director and Head of the Bank and Financial Services Group, and Salomon Brothers Inc.

as a Managing Director and Co-Head of the Financial Institutions Department.

Levy also presently serves on the board of directors of Old Dominion National Bank.

Levy's qualifications to serve as a director include his leadership experience as well as managing director positions with globally recognized investment banking firms.

He also has experience as a prior member of the Audit and Compensation Committees of another financial institution.

Levy's qualifications to serve as a director include his leadership experience, managing director positions with globally recognized investment banking firms, and prior service as a member of the Audit and Compensation Committees of another financial institution.

Merdian is the former Chief Financial Officer of Redwood Trust, Inc, a position she held from 2010 to 2012, having previously served on Redwood’s board of directors from 2008 to 2009.

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Name Age Position

Carter 60 Executive Chair of the FirstSun Board, and Executive Chair of the Sunflower Bank Board

Carter 61 Executive Chair of the FirstSun and Sunflower Bank Boards

Arnold 64 Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun

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currently serves as Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank, positions he has held since 2012.

Before that, he served in different roles at Fifth Third Bank, including as Senior Vice President and Chief Financial Officer of the Commercial Bank, and before that as its Assistant Controller.

Prior to joining FirstSun and Sunflower Bank, he served in different roles at Fifth Third Bank, including as Senior Vice President and Chief Financial Officer of the Commercial Bank, and before that as its Assistant Controller.

Before joining Fifth Third Bank, he was a Senior Manager with Arthur Andersen for about ten years.

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Our board of directors has adopted a Code of Ethics that applies to all employees of FirstSun and Sunflower Bank, including officers and directors.

The Code Ethics is intended to provide guidance to assure compliance with law and promote ethical behavior.

The Code of Ethics is intended to provide guidance to assure compliance with law and promote ethical behavior.

The Code of Ethics is available on our website, http://ir.firstsuncb.com, in the “Corporate Governance” section.

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(4) For 2023, the amounts set forth in this column include the following:

Agreement & General Release $ 3,000,000 $ — $ —

401(k) match $ 19,800 $ 19,800 $ 19,800

Use of company car 2,961 — —

Customer referral 1,000 — —

Cell phone 600 600 600

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His base salary for 2023 was $800,000.

His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board.

His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board, without Mr.

Arnold’s written consent.

Arnold is also eligible to earn an annual bonus with a target incentive opportunity of 100% of his base salary, as determined by the FirstSun board of directors, with 20% of any earned bonus to be credited to his deferral account under our Deferred Compensation Plan.

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or (d) urging any person or entity to reduce its business with FirstSun or the Bank.

Under the first amendment to Mr.

Arnold’s amended and restated employment agreement, any unvested portion of Mr.

Arnold’s outstanding options or other incentive compensation or equity-based awards (including but not limited to phantom equity, or cash or stock payouts under the LTIPs) will immediately fully vest as of the date of certain qualifying terminations of Mr.

Arnold’s employment.

Additionally, awards issued pursuant to the LTIPs (or any successor plan) shall vest at such dollar value (for cash-based awards) or at such number of performance share units (for equity-based awards) as determined by FirstSun’s compensation committee (or its delegate), in its sole and good faith discretion, based on the level of achievement of any Bank Performance Measures (as defined in the LTIPs) as of the date of such qualifying termination and subject to adjustments (e.g., accounting for transaction expenses) to such Bank Performance Measures as the compensation committee (or its delegate) determines are necessary to carry out their original intent and in a manner that does not materially adversely affect the executive;

The first amendment to Mr.

Arnold’s amended and restated employment agreement also served as an amendment to the outstanding LTIP award agreements for Mr.

Arnold to clarify that all outstanding LTIP awards are amended to provide for full (100%) vesting upon a termination without cause or a termination for good reason, as those terms are defined in the employment agreement.

For a description of the awards made to Mr.

Arnold pursuant to the LTIPs (including a description of the Bank Performance Measures and performance periods), see Item 11 below, “ Executive Compensation” under the heading “ Long Term Incentive Plans.”

In addition, under his amended and restated employment agreement, we may terminate Mr.

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Arnold is eligible for certain severance benefits upon termination, as described below under Item 11, “Executive Compensation” under the heading “Potential Payments Upon Termination or Change in Control—Employment Agreements,” which information is incorporated herein by reference.

The foregoing description of the amended and restated employment agreement does not purport to be complete and is qualified in its entirety by reference to the amended and restated employment agreement, which is incorporated herein by reference as Exhibit 10.17 .

The foregoing description of the amended and restated employment agreement, as amended does not purport to be complete and is qualified in its entirety by reference to the amended and restated employment agreement, as amended which is incorporated herein by reference as Exhibit 10.2 and Exhibit 10.3 .

Employment Agreement with Robert A.

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FirstSun and Sunflower Bank entered into an employment agreement with Mr.

Cafera, originally effective June 19, 2017, as amended on February 21, 2019 and March 24, 2022, which was in effect for the year ended 2022, and further amended effective March 14, 2023, pursuant to which he serves as Chief Financial Officer of FirstSun and Sunflower Bank.

Cafera, originally effective June 19, 2017, as amended on February 21, 2019, March 24, 2022, and further amended March 14, 2023, pursuant to which he serves as Chief Financial Officer of FirstSun and Sunflower Bank.

The employment agreement originally had an initial term of two years and now automatically renews each year on June 19 for a successive one year period, unless either party provides written notice to the other of non-renewal at least 90-days before the renewal date.

1 unchanged sentence

Cafera is entitled to an annual base salary of $300,000.

His current base salary is $425,000.

His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board.

His base salary for 2023 was $425,000.

His base salary will be reviewed annually and may be increased, but not decreased, at the discretion of the board, without Mr.

Cafera’s written consent.

For 2023, Mr.

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He is also subject to provisions related to non-competition and non-solicitation that generally preclude him, for a period of 24 months following his voluntary or involuntary termination, from, among other things, (a) competing with FirstSun or the Bank or otherwise being employed directly or indirectly in any capacity, including as a consultant, for any entity that offers any products or services that are substantially similar to those of FirstSun or the Bank, generally within any city, county or state in which FirstSun or the Bank has an office;

(b) soliciting any business relation to purchase or sell any competing

products or services;

(b) soliciting any business relation to purchase or sell any competing products or services;

(c) soliciting for employment any person employed by FirstSun or the Bank within the 12 months preceding any employment, engagement or solicitation by him;

or (d) urging any person or entity to reduce its business with FirstSun or the Bank.

Under the third amendment to Mr.

Cafera’s amended and restated employment agreement, any unvested portion of Mr.

Cafera’s outstanding options or other incentive compensation or equity-based awards (including but not limited to phantom equity, or cash or stock payouts under the LTIPs) will immediately fully vest as of the date of certain qualifying terminations of Mr.

Cafera’s employment.

The third amendment to Mr.

Cafera’s amended and restated employment agreement also served as an amendment to the outstanding LTIP award agreements for Mr.

Cafera to clarify that all outstanding LTIP awards are amended to provide for full (100%) vesting upon a termination without cause or a termination for good reason, as those terms are defined in the employment agreement.

For a description of the awards made to Mr.

Under the employment agreement, we may terminate Mr.

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Cafera may terminate his employment with or without good reason.

Cafera is eligible for certain severance benefits upon certain termination events, as described below under “Potential Payments Upon Termination or Change in Control.” The foregoing description of the amended employment agreement does not purport to be complete and is qualified in its entirety by reference to the amended employment agreement, which is incorporated herein by reference as Exhibit 10.1 8 .

Cafera is eligible for certain severance benefits upon certain termination events, as described below under “Potential Payments Upon Termination or Change in Control.” The foregoing description of the amended and restated employment agreement, as amended does not purport to be complete and is qualified in its entirety by reference to the amended and restated employment agreement, as amended, which is incorporated herein by reference as Exhibit 10.5 and Exhibit 10.17 .

Annual Bonus Payments

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In addition, the board determined that any executive that received a bonus payment equal to 25% of their targeted bonus amount or above would automatically have 20% of their bonus payment deferred into our Deferred Compensation Plan, which amount remains subject to claw back for two years (inclusive of the year in which the bonus was derived) and is subject to forfeiture upon termination of employment.

In 2022, based on the board’s assessment of their individual performance, each of Mr.

In 2023, based on the board’s assessment of the Company’s performance and their individual performance, each of Mr.

Arnold and Mr.

Cafera received an annual bonus equal to 100% of their respective base salary.

Cafera received an annual bonus equal to approximately 95% of their respective base salary.

Long-Term Incentive Plans

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For 2023, the compensation committee granted Mr.

Value”) to be based on the level of achievement of specified company performance measures (each, a “Bank Performance Measure” and collectively, the “Bank Performance Measures”).

Cafera two 2023 LTIP awards, consisting of a cash award and performance share units entitling the executive to receive a number of shares of FirstSun common stock (PSUs), with the amount of cash or number of shares that becomes payable at the end of the applicable Performance Period (“Realized Value”) to be based on the level of achievement of specified company performance measures (each, a “Bank Performance Measure” and collectively, the “Bank Performance Measures”).

For 2023, the compensation committee granted Mr.

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For 2023 cash awards, the Realized Value is based on the following formula:

for threshold performance, Realized Value will be 50% of the “Target Value” (listed in the table below as “Threshold Value”);

for threshold performance, Realized Value will be 50% of the “Target Value” (listed in the table

below as “Threshold Value”);

for target performance, the Realized Value will be 100% of the Target Value;

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Actual performance between threshold, target and stretch performance levels is interpolated between the two levels of achievement.

Performance Metric Weighting Explanation

Annual Growth in Revenues Per Share 50% Revenues means net interest income plus total noninterest income as reported by FirstSun, on a fully diluted share equivalent calculation.

Annual Growth in Tangible Book Value Per Share 50% Tangible Book Value means total stockholders’ equity (excluding accumulated other comprehensive income) less goodwill and intangible assets.

Intangible assets does not include mortgage servicing rights.

Any impact to total stockholders’ equity from cash dividends to stockholders is also excluded.

The board has the ability to reduce the Bank Performance Measures by up to 50% if our credit risk profile deteriorates, as measured against a group of peer institutions.

In addition, if during the Performance Period, we engage in a merger or other corporate restructuring that impacts our performance, the board may make such equitable adjustments following the closing of the transaction as necessary to preserve the original intent of the award and avoid material dilution or enlargement.

2022 Long-Term Incentive Plan

Our 2022 Long-Term Incentive Plan, which we refer to as the “2022 LTIP,” was adopted by the FirstSun board of directors effective April 1, 2022, and is intended to serve as an ongoing plan for future years.

The 2022 LTIP permits the compensation committee, with input from our Chief Executive Officer, to make awards in the form of cash and/or equity to be issued under our Equity Incentive Plan, to become payable upon achievement over a three-year performance period (the “Performance Period”) of such company and individual performance measures as the compensation committee shall

For 2022, the compensation committee granted Mr.

Cafera two 2022 LTIP awards, consisting of a cash award and performance share units entitling the executive to receive a number of shares of FirstSun common stock (PSUs), with the amount of cash or number of shares that becomes payable at the end of the applicable Performance Period (“Realized Value”) to be based on the level of achievement of specified company performance measures (each, a “Bank Performance Measure” and collectively, the “Bank Performance Measures”).

For 2022, the compensation committee granted Mr.

Arnold a single 2022 LTIP award consisting solely of PSUs with the number of shares that becomes payable at the end of the applicable Performance Period (“Realized Value”) to be based on the level of achievement of specified Bank Performance Measures.

For the 2022 PSU awards, the Realized Value is based on the following formula:

for threshold performance, Realized Value will be 50% of the “Target Units” (listed in the table below as “Threshold Units”);

for target performance, the Realized Value will be 100% of Target Units;

and for stretch performance, the Realized Value will be 150% of Target Units (listed in the table below as “Stretch Units”).

For 2022 cash awards, the Realized Value is based on the following formula:

for threshold performance, Realized Value will be 50% of the “Target Value” (listed in the table below as “Threshold Value”);

for target performance, the Realized Value will be 100% of the Target Value;

and for stretch performance, the Realized Value will be 150% of the Target Value (listed as “Stretch Value” in the table below).

For 2023, the Threshold Units, Target Units and Stretch Units of Mr.

Arnold and Mr.

Cafera’s Unit-based 2022 LTIP awards were as follows:

Name Threshold

Units Stretch

Arnold 20,896 41,791 62,687

3,582 7,164 10,746

For 2022, the Threshold Value, Target Value, and Stretch Value of Mr.

Cafera’s 2022 cash award were as follows:

Name Threshold

Value Stretch

$ 80,000 $ 160,000 $ 240,000

Because the 2022 LTIP awards have a three year Performance Period, no amounts were earned in 2022 or 2023, and, therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2022 or 2023.

The Realized Value of each executive’s 2022 LTIP awards may be more than the Threshold Units or Threshold Value (as applicable), more or less than the Target Units or Target Value (as applicable), or less than the Stretch Units or Stretch Value (as applicable) and will depend on the level at which we achieve the Bank Performance Measures, each as measured at the end of the Performance Period.

The 2022 PSU awards will be paid in shares of FirstSun common stock within 45 days following the end of the three-year Performance Period, and the 2022 cash awards will be paid in a lump sum cash payment within 45 days following the end of the three-year Performance Period, in each case provided that the executive remains an employee in good standing of FirstSun or Sunflower Bank through the payment date, subject to certain exceptions.

The Bank Performance Measures designated by the board in 2022 are included in the table below.

The board established threshold, target and stretch performance goals for each of the metrics, with threshold representing the minimum level of performance for which the executive officer will earn the applicable 2022 LTIP award.

If performance is below the threshold level for one of the Bank Performance Measures, the executive officer will not earn an award for that metric;

however, the executive officer will earn an award for the other metric if the threshold performance level is achieved.

If performance exceeds the stretch level for any Bank Performance Measure, the executive officer will not earn a further award above the stretch incentive for such metric.

Actual performance between threshold, target and stretch performance levels is interpolated between the two levels of achievement.

For 2022, the performance required to achieve threshold, target or stretch settlements is based on performance of FirstSun, adjusted on a pro forma basis to include the acquisition of Pioneer as if it were part of FirstSun starting January 1, 2021 (this acquisition was effective April 1, 2022).

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Cafera have a three-year performance period and will be paid in a lump sum cash payment within 45 days following the vesting date of the executive’s award, provided that the executive remains an employee in good standing of FirstSun or Sunflower Bank through the payment date.

The three-year performance period for the 2020 LTIP will end on March 31, 2023 with achievement and are expected to be paid in the second quarter of 2023.

Therefore, no amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2020, 2021 or 2022.

The three-year performance period for the 2020 LTIP ended on March 31, 2023 with achievement paid in the second quarter of 2023.

Therefore, amounts are reflected under the column “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2023.

Deferred Compensation Plan

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Outstanding Equity Awards at 2023 Fiscal Year-End

The following table provides a summary of stock option awards outstanding and PSUs which may be awarded under the 2022 LTIP as of December 31, 2022 for the named executive officers.

The following table provides a summary of stock option awards outstanding and PSUs which may be awarded under the 2022 LTIP and 2023 LTIP plans as of December 31, 2023 for the named executive officers.

The vesting provisions applicable to each outstanding option and performance based stock award is described in the footnotes to the following table.

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135,952 — 19.72 7/20/2027 — — 15,735 573,541

(1) Awards vest on the third anniversary of the grant date, April 30, 2025.

(1) Awards of 41,791 (Arnold) and 7,164 (Cafera) vest on the third anniversary of the grant date, April 30, 2025.

(2) Awards of 50,000 (Arnold) and 8,571 (Cafera) vest on the third anniversary of the grant date, April 1.

Potential Payments Upon Termination or Change in Control

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Arnold or Mr.

Cafera the termination is due to the executive officer’s decision not to renew his employment agreement, these outstanding vested stock options will continue under their current terms even following the executive officer’s termination of employment and service with the Company and its subsidiaries, provided that they will be cancelled if not exercised within 3 months following such termination, or in the case of death or disability within 12 months following such termination, or if earlier the original expiration of their term.

However, in the first calendar year in which the executive officer is no longer employed with the Company due to a termination of his or her employment and service with the Company and its subsidiaries without “cause” or for “good reason” (as each such term is defined in the applicable employment agreement or the applicable award agreement), the executive officer may elect to cancel each such option that remains outstanding but unexercised in return for an immediate payment equal to the difference between the aggregate fair market value of a share and the aggregate exercise price.

Cafera the termination is due to the executive officer’s decision not to renew his employment agreement, these outstanding vested stock options will continue under their current terms even following the executive officer’s termination of employment and service with FirstSun and its subsidiaries, provided that they will be cancelled if not exercised within 3 months following such termination, or in the case of death or disability within 12 months following such termination, or if earlier the original expiration of their term.

However, in the first calendar year in which the executive officer is no longer employed with the FirstSun or its subsidiaries due to a termination of his or her employment and service with FirstSun and its subsidiaries without “cause” or for “good reason” (as each such term is defined in the applicable employment agreement or the applicable award agreement), the executive officer may elect to cancel each such option that remains outstanding but unexercised in return for an immediate payment equal to the difference between the aggregate fair market value of a share and the aggregate exercise price.

If the executive officer fails to timely make an election to cancel his or her outstanding shares, the options will continue to remain outstanding and exercisable for a period of 18-months following the termination, or if earlier, the original option term.

In the event of a change in control, unless each of the executive officers’ outstanding stock option awards are assumed, continued or a similar award is substituted by the surviving or acquiring entity, our Board may choose to either cancel the award in exchange for a payment to the executive officer of its value or allow the executive officer a limited period of time to exercise the option and any unexercised options will terminate.

The 2022 LTIP award agreements PSUs issued to executive officers under our 2021 Equity Incentive Plan vest on the third anniversary of the grant date, subject to the achievement of the Bank Performance Measures.

The 2023 LTIP and 2022 LTIP award agreements PSUs issued to executive officers under our 2021 Equity Incentive Plan vest on the third anniversary of the grant date, subject to the achievement of the Bank Performance Measures.

Arnold’s and Mr.

Cafera’s employment agreements, if the executive officer is terminated without “cause” or the executive officer terminates his employment for “good reason” (as each such term is defined in the applicable employment agreement), except where such termination is triggered by the executive officer’s decision not to renew his employment agreement, any unvested portion of these PSUs will immediately vest as of the date of such termination.

agreement), except where such termination is triggered by the executive officer’s decision not to renew his employment agreement, any unvested portion of these PSUs will immediately vest as of the date of such termination.

Amendments were made to Mr.

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If, however, the compensation committee determines that achievement of the applicable Bank Performance Measures for the full performance period cannot be objectively measured as of such termination, vesting will occur at the greater of 100% of target level and the level achieved based on actual performance determined through the last practicable date prior to such termination.

will vest pro rata based on whole one-year periods completed following date of grant and our Compensation Committee’s determination of the level of achievement of the applicable Performance Measures as of the end of the most recent calendar month or quarter, as designated by the Compensation Committee.

The foregoing full vesting supersedes the standard provisions in our form PSU awards, which provided that if the participant terminates without “cause” (as defined in the LTIP) within 12 months following a change in control and is otherwise determined to be “in good standing”, unless the award was continued or assumed on substantially the same terms by the surviving or acquiring entity, the PSUs will vest pro rata based on whole one-year periods completed following date of grant and our compensation committee’s determination of the level of achievement of the applicable Performance Measures as of the end of the most recent calendar month or quarter, as designated by the compensation committee.

Compensation of Directors for Fiscal Year 2023

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Larkins do not serve on the Sunflower Bank board of directors or any of the bank-level committees.

The following table sets forth, for the fiscal year ended December 31, 2022, certain information regarding the compensation of each non-employee director of the Company.

The following table sets forth, for the fiscal year ended December 31, 2023, certain information regarding the compensation of each non-employee director of FirstSun.

Principal Position Fees Earned

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Cunningham does not serve on any of the Bank-level committees.

Cunningham’s compensation was pro-rated from her April 1, 2022 start date.

Elving is also a member of the Sunflower Bank board of directors.

The cash component of her compensation includes $23,000 for service as a director of the Bank during 2022, and the stock award component of her compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for her service on the Bank board.

The cash component of her compensation includes $23,000 for service as a director of the Bank and on Bank-level committees during 2023, and the stock award component of her compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for her service on the Bank board.

(6) The director compensation for Mr.

Hammond is not paid to him directly but is paid to JLL Partners Fund FCH LP or its affiliated entities.

Levy is also a member of the Sunflower Bank board of directors and the cash component of his compensation includes $20,000 for service as a director of the Bank and on Bank-level committees during 2022, and the stock award component of his compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for his service on the Bank board.

Levy is also a member of the Sunflower Bank board of directors and the cash component of his compensation includes $20,000 for service as a director of the Bank during 2023, and the stock award component of his compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for his service on the Bank board.

Merdian is also a member of the Sunflower Bank board of directors.

The cash component of her compensation includes $20,000 for service as a director of the Bank and on Bank-level committees during 2022, and the stock award component of her compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for her service on the bank board.

The cash component of her compensation includes $20,000 for service as a director of the Bank during 2023, and the stock award component of her compensation includes an award of restricted stock with a grant date fair value of approximately $20,000 for her service on the bank board.

Compensation of Directors for Fiscal Year 2024

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• all of FirstSun’s executive officers and directors as a group.

Unless otherwise noted in the footnotes below, the address of each beneficial owner listed in the table is c/o FirstSun Capital Bancorp, 1400 16 th Street, Suite 250.

Denver, Colorado 80202.

Unless otherwise noted in the footnotes below, the address of each beneficial owner listed in the table is c/o FirstSun Capital Bancorp, 1400 16 th Street, Suite 250, Denver, Colorado 80202.

Except as indicated by the footnotes below, FirstSun believes, based on the information furnished to it, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.

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JLL / FCH Holdings I LLC 3,483,258 45,685 3,528,943 12.84 %

Wellington Management (5) 2,461,538 — 2,461,538 8.97 %

Hale Trusts (6) 1,816,100 — 1,816,100 6.62 %

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Casciato is a Managing Director of Lightyear Capital LLC and has no voting or investment power over any shares held by Lightyear Capital LLC or its affiliates and disclaims any beneficial ownership of such shares.

Hale has sole voting and dispositive power with respect to the shares held by a family trust for which he serves as trustee.

(6) Karen Hale Young has sole voting and dispositive power with respect to these shares held by two family trusts for which she serves as trustee.

(7) Max Alan Hale has sole voting and dispositive power with respect to these shares held by two family trusts for which he serves as trustee.

(8) Dana Hale Nelson has sole voting and dispositive power with respect to these shares held by two family trusts for which she serves as trustee.

(5) Consists of 440,609 shares held by Bay Pond Investors (Bermuda) L.P.;

1,508,542 shares held by Bay Pond Partners, L.P.;

408,232 shares held by Ithan Creek Master Investors (Cayman), L.P.;

2,8152 shares held by Wellington Global Multi-Strategy Master Fund (Cayman) L.P.;

3,176 shares held by Wellington Institutional Multi-Strategy Master Fund (Cayman) L.P.;

22,361 shares held by Wellington Pagosa Fund (Cayman) II, Ltd.;

9,208 shares held by Wellington-CIS Diversifying Strategies Fund (Cayman) L.P.;

44,521 shares held by Wolf Creek Investors (Bermuda) L.P.;

and 22,077 shares held by Wolf Creek Partners, L.P., collectively, (the “Wellington Group”).

Wellington Management Company LLP ("WMC") has the power to vote and dispose of these securities pursuant to WMC's capacity as investment adviser on behalf of the Wellington Group.

WMC is a subsidiary of Wellington Management Group LLP (“WMG”).

WMG is a Massachusetts limited liability partnership, privately held by 204 partners (as of January 1, 2024).

There are no external entities with any ownership interest in the firm.

No single partner owns or has the right to vote more than 5% of the partnership's capital.

Additional information about WMC is available in its Form ADV filed with the SEC.

The address for the Wellington Group is c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210.

Hale has sole voting and dispositive power with respect to the shares held by a trust for which he serves as trustee.

(7) Karen Hale Young has sole voting and dispositive power with respect to these shares held by trusts for which she serves as trustee.

(8) Max Alan Hale has sole voting and dispositive power with respect to these shares held by trusts for which he serves as trustee.

(9) Dana Hale Nelson has sole voting and dispositive power with respect to these shares held by trusts for which she serves as trustee.

(10) Consists of (a) 1,436,728 shares held by Lightyear Fund III, L.P.

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Total 1,538,701 $ 21.64 2,406,101

(1) Column (a) consists of shares of our common stock issuable upon the exercise of 1,307,915 stock options issued under our 2017 Equity Incentive Plan and 170,711 under the Pioneer Plans.

(1) Column (a) consists of the following shares of our common stock issuable upon the exercise;

1,245,000 stock options issued under our 2017 Equity Incentive Plan;

121,901 under the Pioneer Plans;

15,007 shares of restricted stock issued under our 2021 Equity Incentive Plan;

59,099 probable restricted shares from the 2022 LTIP issued under our 2021 Equity Incentive Plan;

and 97,694 probable restricted shares from the 2023 LTIP issued under our 2021 Equity Incentive Plan.

Column (c) consists of an aggregate of 97,667 shares reserved for future issuance under our 2017 Equity Incentive Plan, which was approved by our stockholders on May 9, 2018, and 2,308,434 shares reserved for future issuance under our 2021 Equity Incentive Plan, which was approved by our stockholders on October 29, 2021.

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See “Security Ownership of Certain Beneficial Owners and Management of FirstSun.” We have three additional Significant Stockholders under the Stockholders’ Agreement that each own less than 5% of the outstanding shares of FirstSun common stock.

Amendment No.

2 to Stockholder’ Agreement Related to the Pioneer Merger

Amendments to Stockholder’ Agreement

The Stockholders’ Agreement remained in effect following the closing of the Pioneer merger.

Under the merger agreement, the Stockholders’ Agreement was amended further, effective upon the merger, to among other things, increase the size of the FirstSun board of directors from eight to ten members.

Under the merger agreement, the Stockholders’ Agreement was amended further (such amendment, “ Amendment No.

2 ”), effective upon the merger, to among other things, increase the size of the FirstSun board of directors from eight to ten members.

In addition, JLL, Pioneer’s largest shareholder, became a party to the agreement, and was designated as a Significant Stockholder and has the right to designate one nominee, who is a Class II director, to the FirstSun board of directors.

Other than JLL, no other Pioneer shareholder became a party to the Stockholders’ Agreement as a result of the merger.

The below description of the Stockholders’ Agreement is a description of the agreement, as amended by Amendment No.

1 to the Stockholders’ Agreement and, as amended by Amendment No.

2 to the Stockholders’ Agreement.

The Stockholders’ Agreement was further amended in contemplation of the proposed merger with HomeStreet, Inc.

and the additional liquidity that would be provided to FirstSun stockholders upon the listing of its shares of common stock (which listing is required pursuant to FirstSun’s obligations under the Upfront Securities Purchase Agreement described below).

Specifically, the Stockholders’ Agreement was amended on January 2, 2024, to permit the termination of the Stockholders’ Agreement (other than certain governance and board nomination rights) upon the listing of FirstSun common stock on a national securities exchange (such amendment, “ Amendment No.

3 ”), and on January 16, 2024, to provide for the complete

termination (including with respect to governance and board nomination rights), of the Stockholders’ Agreement upon the closing of the proposed merger with HomeStreet, Inc.

(such amendment, “ Amendment No.

In addition, the Stockholders Agreement was amend ed on March 6, 2024, to revise the specific board class nomination rights of two stockholders with existing board nomination rights to ensure that its board would consist, as nearly as possible, of classes with one-third of the directors in each class (such amendment, “ Amendment No.

The below description of the Stockholders’ Agreement is a description of the agreement, as amended by Amendments No.

1 through 5 to the Stockholders’ Agreement (which will automatically terminate upon consummation of the proposed merger with HomeStreet, Inc.).

Corporate Governance Provisions

Board Composition

The Stockholders’ Agreement provides that FirstSun will have a ten-member classified board of directors, divided into three classes, with each class consisting (as nearly as possible) of one-third of the total number of directors, with each director elected for a staggered three-year term.

The Stockholders’ Agreement (which will automatically terminate upon consummation of the proposed merger with HomeStreet, Inc.) provides that FirstSun will have a ten-member classified board of directors, divided into three classes, with each class consisting (as nearly as possible) of one-third of the total number of directors, with each director elected for a staggered three-year term.

Under the Stockholders’ Agreement, the following stockholder groups are entitled to designate one nominee for election as a director as follows:

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Hale Trusts transferred its ownership below 40% in 2020, resulting in the loss of its designation right, such designation right was transferred to the John J.

If there is a vacancy on the FirstSun board as the result of a director’s death, disability, retirement, resignation, removal or otherwise, the applicable designating stockholder will have the exclusive right to designate another individual to fill such vacancy.

The Stockholders’ Agreement requires that the FirstSun board hold at least four regularly scheduled meetings each calendar year, which must occur approximately every 90-days.

Charter and Bylaw Provisions

The Stockholders’ Agreement requires that FirstSun’s governing documents, including its certificate of incorporation and bylaws, provide (a) for the elimination of the liability of each director to the maximum extent permitted by law and (b) indemnification of, and advancement of expenses for, each director for acts on behalf of FirstSun to the maximum extent permitted by law.

permitted by law.

In addition, for the Lightyear, JLL and Aquiline designees, FirstSun acknowledges that such directors may have indemnification rights provided by their respective designating stockholder, and FirstSun has agreed, among other things, that it is the indemnitor of first resort.

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The Stockholders’ Agreement also provides that the board of directors of Sunflower Bank will be composed of 13 directors.

Pursuant to Amendment No.

3, this provision will terminate upon the listing of FirstSun common stock on a national securities exchange.

Regulatory Compliance on Listing Event

The Stockholders’ Agreement contains an initial public offering preparedness provision that requires the board to be reconstituted in conjunction with the listing of FirstSun common stock on NASDAQ or the New York Stock Exchange to the extent regulatory standards so require (subject to a maximum of 12 directors).

Pursuant to Amendment No.

3, this provision will terminate upon the listing of FirstSun common stock on a national securities exchange.

Share Transfer Provisions

General Transfer Restrictions and Exceptions

The Stockholders’ Agreement contains customary provisions for a private company restricting the transfer of shares, as discussed below.

The Stockholders’ Agreement (which will automatically terminate upon consummation of the proposed merger with HomeStreet, Inc.) contains customary provisions for a private company restricting the transfer of shares, as discussed below.

Notwithstanding the transfer restrictions, stockholders may transfer to “Permitted Transferees,” as defined in the agreement, which include family and affiliated entities and trusts, among other things.

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Tag-Along Rights

written notice of the terms of such Tag-Along Sale to FirstSun and each other stockholder party to the agreement and provide such other stockholders with the opportunity to join in the Tag-Along Sale (a “Tagging Person”).

The Stockholders’ Agreement grants “tag-along rights” to stockholders party to the agreement that apply when any Significant Stockholders, which we refer to as a “Tag-Along Seller,” wishes to sell to any third-party other than a Permitted Transferee, which we refer to as a “Tag-Along Sale.” These tag-along rights require the Tag-Along Seller to provide written notice of the terms of such Tag-Along Sale to FirstSun and each other stockholder party to the agreement and provide such other stockholders with the opportunity to join in the Tag-Along Sale (a “Tagging Person”).

The right to participate in the Tag-Along Sale is pro-rated based on ownership, if the maximum amount of shares the purchaser is willing to purchase is less than the number of shares the Tag-Along Seller and each Tagging Person wishes to sell.

The sale is first governed by the right of first refusal discussed above, if applicable.

The requirements related to a Tag-Along Sale do not apply to the following by a Tag-Along Seller (a) sales in an underwritten public offering in which a such seller participates under the registration rights agreement described below, (b) transfers to a Permitted Transferee, (c) a sale under Rule 144 of the Securities Act following an underwritten public offering, or (d) sales or transfers of less than 3% of FirstSun common stock over any 12-month period.

transfers to a Permitted Transferee, (c) a sale under Rule 144 of the Securities Act following an underwritten public offering, or (d) sales or transfers of less than 3% of FirstSun common stock over any 12-month period.

Amendment No.

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This provision automatically terminates immediately prior to FirstSun’s consummation of an initial underwritten public offering.

Pursuant to Amendment No.

3, all of the provisions described above under the heading “Share Transfer Provisions” will terminate upon the listing of FirstSun common stock on a national securities exchange.

Miscellaneous Stockholders’ Agreement Provisions

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Confidentiality

Under the Stockholders’ Agreement, FirstSun is required to furnish stockholders party to the agreement with quarterly and annual financial statements, and stockholders are generally required to maintain the confidentiality of non-public information provided to them by FirstSun.

Under the Stockholders’ Agreement (which will automatically terminate upon consummation of the proposed merger with HomeStreet, Inc.), FirstSun is required to furnish stockholders party to the agreement with quarterly and annual financial statements, and stockholders are generally required to maintain the confidentiality of non-public information provided to them by FirstSun.

These information rights will terminate when FirstSun becomes subject to the reporting requirements under the Exchange Act.

Pursuant to Amendment No.

3, this provision will terminate upon the listing of FirstSun common stock on a national securities exchange.

Real Property Interests

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federal income tax purposes.

Pursuant to Amendment No.

3, this provision will terminate upon the listing of FirstSun common stock on a national securities exchange.

The Stockholders’ Agreement may be amended or waived only by the written consent of FirstSun stockholders holding two-thirds of the outstanding shares of FirstSun common stock party to the agreement.

All provisions of the Stockholders’ Agreement terminate upon the earlier of an initial underwritten public offering or Change of Control of FirstSun (as defined in the agreement);

provided, however, that certain governance provisions will remain in effect following an initial

underwritten public offering, including the director designation rights and VCOC rights of Lightyear, JLL and Aquiline, which will be in effect until such designating stockholder loses such designation right or the earlier to occur of a Change of Control or the 25 th anniversary of the dated of the agreement.

Pursuant to Amendment No.

3, all provisions of the Stockholders’ Agreement terminate upon the earlier of a listing on a national stock exchange, an initial underwritten public offering or Change of Control of FirstSun (as defined in the agreement);

provided, however, that certain governance provisions will remain in effect following a listing on a national stock exchange or an initial underwritten public offering, including certain director designation rights and VCOC rights of Lightyear, JLL and Aquiline, which will be in effect until such designating stockholder loses such designation right or the earlier to occur of the closing of the proposed merger with HomeStreet, Inc., a Change of Control or the 25 th anniversary of the dated of the agreement.

Pursuant to Amendment No.

4, the Stockholders’ Agreement will be completely terminated (including with respect to governance and board nomination rights), upon the closing of the proposed merger with HomeStreet, Inc.

Registration Rights Agreement (2017)

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Other than JLL, no other Pioneer shareholder became a party to the Registration Rights Agreement as a result of the merger.

Resale registration statements with respect to the registrable shares held by parties to the Registration Rights Amendments are currently on file and effective with the SEC.

Demand Rights

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Each Significant Investor has the right to up to five demand notices.

FirstSun will not be obligated to effect any demand registration unless (a) the aggregate number of shares joining in the demand is at least 20% of the total number of issued and outstanding shares of FirstSun common stock (if the demand is before an initial public offering of FirstSun), or 10% of the total number of issued and outstanding shares of FirstSun common stock (if the demand is after the initial public offering of FirstSun), and (b) either (i) the aggregate offering price of securities to be included in the registration, net of underwriting discounts and commissions, equals or exceeds $25.0 million, or (ii) the aggregate number of shares of FirstSun common stock to be included in the registration equals or exceeds 10% of the total number of issued and outstanding shares of FirstSun common stock.

million, or (ii) the aggregate number of shares of FirstSun common stock to be included in the registration equals or exceeds 10% of the total number of issued and outstanding shares of FirstSun common stock.

In addition, FirstSun will not be obligated to file a registration statement within a period of 180 days after the effective date of any other demand registration statement.

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The Registration Rights Agreement also contains customary indemnification provisions pursuant to which FirstSun will be required to indemnify each holder and its affiliates against certain liabilities that may arise, including those under the Securities Act.

Investment-Related Agreements 2024

Upfront Securities Purchase Agreement

Concurrent with its entry into the merger agreement with HomeStreet, FirstSun entered into an upfront securities purchase agreement (the “Upfront Securities Purchase Agreement”), dated January 16, 2024, with certain funds managed by Wellington Management Company, LLP (collectively, the “Wellington Funds”), pursuant to which, on the terms and subject to the conditions set forth therein, FirstSun sold, and the Wellington Funds purchased, for $32.50 per share and an aggregate purchase price of $80 million, approximately 2.46 million shares of FirstSun Common Stock.

This transaction closed on January 17, 2024.

Under the terms of the Upfront Securities Purchase Agreement, FirstSun committed to listing FirstSun’s common stock on a national securities exchange within 120 days of closing, subject to a right to extend upon mutual consent for an additional 60 days, regardless of whether the merger is consummated.

Under the terms of the Upfront Securities Purchase Agreement, FirstSun is obligated to issue to the Wellington Funds, upon consummation of the merger, warrants to purchase approximately 1.15 million shares of FirstSun Common Stock with such warrants having an initial exercise price of $32.50 per share (the “Warrants”).

The Warrants will carry a term of three years, and may be settled on a “net share” basis by applying shares otherwise issuable under the Warrants in satisfaction of the exercise price.

In the event the Merger is not consummated, no Warrants will be issued.

The Upfront Securities Purchase Agreement contains customary representations, warranties and agreements of each party.

Upfront Registration Rights Agreement

In connection with the Upfront Securities Purchase Agreement, FirstSun and the Wellington Funds also entered into a Registration Rights Agreement (the “Upfront Registration Rights Agreement”), dated January 16, 2024, pursuant to which FirstSun agreed to provide customary resale registration rights with respect to the shares of FirstSun common stock obtained by the Wellington Funds pursuant to the Investment Agreements (as defined below), including those issued upon exercise of the Warrants.

Under the Upfront Registration Rights Agreement, the Wellington Funds will be entitled to resale

registration rights and rights to request a certain number of underwritten shelf takedowns, in each case, subject to certain limitations as set forth in the Upfront Registration Rights Agreement.

Failure to meet the resale registration statement filings or effectiveness deadlines, and certain other events, set forth in the Upfront Registration Rights Agreement may result in FirstSun’s payment to the Wellington Funds of liquidated damages in the amount of 1% of the purchase price per month pending effective registration.

Acquisition Finance Securities Purchase Agreement and Acquisition Finance Registration Rights Agreement

Concurrently with its entry into the merger agreement with HomeStreet, FirstSun entered into an acquisition finance securities purchase agreement (the “Acquisition Finance Securities Purchase Agreement,” and together with the Upfront Securities Purchase Agreement, the “Investment Agreements”), dated January 16, 2024, with the Wellington Funds and certain other institutional accredited investors (each, an “additional institutional investor” and, collectively with the Wellington Funds, the “institutional investors”).

Pursuant to the Acquisition Finance Securities Purchase Agreement, on the terms and subject to the conditions set forth therein, substantially concurrently with the closing of the merger, the institutional investors will invest an aggregate of $95 million in exchange for the sale and issuance, at a purchase price of $32.50 per share, approximately 2.92 million shares of FirstSun common stock.

The Acquisition Finance Securities Purchase Agreement contains customary representations, warranties and agreements of each party, including an obligation of FirstSun to provide customary resale registration rights to the additional institutional investors.

The Acquisition Finance Securities Purchase Agreement contemplates that, in connection with the closing of the investments under the Acquisition Finance Securities Purchase Agreement, FirstSun will enter into a resale registration rights agreement with each additional institutional investor (the “Acquisition Finance Registration Rights Agreement”), the material terms and conditions of which are consistent with the terms and conditions of the Upfront Registration Rights Agreement.

Under the terms of the Acquisition Finance Securities Purchase Agreement, FirstSun is obligated to undertake reasonable best efforts to consummate the merger and may not amend, modify, or agree to waive certain terms under the Merger Agreement without the consent of the institutional investors.

The closing of the investments under the Acquisition Finance Securities Purchase Agreement is conditioned on the substantially concurrent closing of the merger and other customary closing conditions.

Board Representative Right

Pursuant to the Acquisition Finance Securities Purchase Agreement, FirstSun and Castle Creek Capital Partners VIII, L.P.

(“Castle Creek”), an additional institutional investor, have entered into an agreement to provide certain governance and other rights to Castle Creek upon consummation of the closing of the merger.

Among other rights, upon closing of the merger, Castle Creek will initially appoint an observer to the board of directors of FirstSun, and, upon Castle Creek’s request after the earlier of six months or an existing private equity investor losing a board nomination right pursuant to its agreements with FirstSun, Castle Creek will receive the right, so long as Castle Creek maintains beneficial ownership of at least 40% of the shares of FirstSun common stock acquired pursuant to the Acquisition Finance Securities Purchase Agreement, to nominate an individual for election or appointment to the board of directors of FirstSun.

Related Party Transaction Policy

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In addition, we conduct an appropriate review of all related person transactions for potential conflicts of interest on an ongoing basis, and all such transactions must be approved by the Audit Committee (or another independent body of the board).

On November 8, 2023, FirstSun acquired all membership interests of FEIF Capital Partners, LLC, a Delaware limited liability company (“FEIF”) from our chief executive officer for $0.15 million and assumed liabilities of $0.01 million.

FEIF currently has no operations.

FEIF owns FEIF GP, LLC, a limited liability company with no assets.

These entities will provide investment management services and are related to a future business activity of the Company.

Director Independence

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Total fees $ 1,136 $ 1,335

Audit fees consist primarily of fees for the integrated audit of our consolidated financial statements, review of the Company’s quarterly reports on Form 10-Q and annual report on Form 10-K.

Audit fees consist primarily of fees for the integrated audit of our consolidated financial statements, review of our quarterly reports on Form 10-Q and annual report on Form 10-K.

Audit fees are those billed or expected to be billed for audit services related to each fiscal year.

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333-258176) filed on July 26, 2021).

2.2 Agreement and Plan of Merger, dated January 16, 2024, by and among HomeStreet, Inc., FirstSun Capital Bancorp, and Dynamis Subsidiary, Inc.

(incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on January 19, 2024).

3.1 Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp, as amended (incorporated by reference to Exhibit 3.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No.

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333-258176) filed with the SEC on July 26, 2021).

4.2 FirstSun Capital Bancorp is a party to long-term debt instruments with respect to subordinated notes and convertible debt under which the total amount of securities authorized does not exceed 10% of the total assets of FirstSun Capital Bancorp and its subsidiaries on a consolidated basis.

4.2 FirstSun Capital Bancorp is a party to long-term debt instruments with respect to subordinated notes, under which the total amount of securities authorized does not exceed 10% of the total assets of FirstSun Capital Bancorp and its subsidiaries on a consolidated basis.

Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FirstSun Capital Bancorp agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.

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333-258176) filed on July 26, 2021).

4.8 Form of Amendment No.

3 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on January 9, 2024).

4.9 Form of Amendment No.

4 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.1 of the Company ’ s Form 8-K filed on January 19, 2024).

4.10 Form of Amendment No.

5 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto .

4.11 Form of Upfront Registration Rights Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed on January 19, 2024).

10.1 Amended and Restated Employment Agreement dated as of May 13, 2020 by and among Mollie Hale Carter, FirstSun Capital Bancorp and Sunflower Bank, N.A.

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333-258176) filed on July 26, 2021).

10.2 Employment Agreement dated as of January 16, 2018 by and between Neal E.

Arnold and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-4 (File No.

333-258176) filed on July 26, 2021).

10.3 2019 Amendment to Employment Agreement dated as of February 21, 2019 by and among Neal E.

Arnold and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-4 (File No.

333-258176) filed on July 26, 2021).

10.2 Amended and Restated Employment Agreement dated as of March 24, 2022 by and among Neal E.

Arnold, FirstSun Capital Bancorp and Sunflower Bank, N.A (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K for the year ended December 31, 2021).

10.3 First Amendment to Amended and Restated Employment Agreement dated March 14, 2023 by and Neal E.

Arnold, FirstSun Capital Bancorp and Sunflower Bank, N.A (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K for the year ended December 31, 2022).

10.4 Amended and Restated Employment Agreement dated as of June 19, 2017 by and among Robert A.

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10.16 Agreement and General Release dated March 24, 2022 between Mollie Hale Carter and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.16 of the Company’s Form 10-K for the Year Ended December 31, 2021).

10.17 2023 Amended and Restated Employment Agreement dated as of March 14, 2023 by and among Neal E.

Arnold, FirstSun Capital Bancorp and Sunflower Bank, N.A.

10.17 2023 Amendment to Amended and Restated Employment Agreement dated as of March 14, 2023 by and among Robert A.

Cafera, Jr., FirstSun Capital Bancorp and Sunflower Bank, N.A.

(incorporated by reference to Exhibit 10.18 of the Company’s Form 10-K for the Year Ended December 31, 2022).

10.18 Form of Upfront Securities Purchase Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on January 19, 2024).

10.19 Form of Acquisition Finance Securities Purchase Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on January 19, 2024).

10.20 Form of 2024 Special Restricted Stock Grant Agreement.

14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 of the Company’s Form 10-K for the Year Ended December 31, 2021).

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23.1 Consent of Crowe LLP.

24.1 Power of Attorney (included on signature page).

(Independent Registered Public Accounting Firm)

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).

49 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures