What changed in this filing

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Item 1. Business

2026-03-06 compared with 2025-03-07 · 128 added, 112 removed, 532 unchanged (31% of the section changed)

In this report, unless the context suggests otherwise, references to “we,” “us,” and “our” mean the combined business of FirstSun Capital Bancorp (“FirstSun” or the “Company”) and its wholly-owned subsidiaries, including Sunflower Bank, National Association (“Sunflower Bank” or the “Bank”), Logia Portfolio Management, LLC, and FEIF Capital Partners, LLC.

We are a financial holding company headquartered in Denver, Colorado, providing a full spectrum of deposit, lending, treasury management, wealth management and online banking products and services.

We provide those services through our two primary operating wholly-owned subsidiaries—Sunflower Bank, a national banking association headquartered in Dallas, Texas, that operates as Sunflower Bank, N.A., First National 1870 and Logia Portfolio Management, LLC, a registered investment advisor organized under the laws of the State of Kansas that provides discretionary investment management to retail and institutional accounts.

FirstSun has a third wholly-owned subsidiary, FEIF Capital Partners, LLC, a Delaware limited liability company, which is planned to serve as the investment manager of a prospective income fund.

In this report, unless the context suggests otherwise, references to the “Company” or “FirstSun” refers to FirstSun Capital Bancorp, a Delaware corporation, and references to “we,” “us,” and “our” refer to the combined business of FirstSun Capital Bancorp and its wholly-owned subsidiaries, including Sunflower Bank, National Association (“Sunflower Bank” or the “Bank”), Sunflower Wealth Advisors LLC, and FEIF Capital Partners, LLC.

We are a financial holding company headquartered in Denver, Colorado, providing a full spectrum of deposit, lending, treasury management, wealth management and online banking products and services through our two primary operating subsidiaries—Sunflower Bank, a national banking association headquartered in Dallas, Texas, that operates as Sunflower Bank, N.A.

and First National 1870, a division of Sunflower Bank, N.A., and Sunflower Wealth Advisors LLC, a registered investment advisor organized under the laws of the State of Kansas that provides discretionary investment management to retail and institutional accounts.

FirstSun has a third wholly-owned subsidiary, FEIF Capital Partners, LLC, a Delaware limited liability company, which is planned to serve as the investment manager of a prospective credit fund.

Sunflower Bank was founded in 1892 and offers a full range of specialized financial services to business customers as well as relationship-focused services to meet personal, business and wealth management financial objectives for its customers throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington and a mortgage lending platform with capabilities in 44 states.

Our product line includes commercial and industrial loans and commercial real estate loans, residential mortgage and other consumer loans, a variety of commercial, consumer and private banking deposit products, including noninterest-bearing accounts, interest-bearing demand products, savings accounts, money market accounts and certificates of deposit and treasury management products and services.

Additionally, Sunflower Bank provides treasury management products and services and offers wealth management and trust products including private banking, personal trust and agency accounts, employee benefit and retirement related trust and agency accounts, investment management and advisory agency accounts, and foundation and endowment trust and agency accounts.

As of December 31, 2024, we had consolidated total assets of $8.1 billion, total net loans of $6.3 billion, total deposits of $6.7 billion and total stockholders’ equity of $1.0 billion.

Additionally, Sunflower Bank provides treasury management products and services and together with Sunflower Wealth Advisors offers wealth management and trust products including private banking, personal trust and agency accounts, employee benefit and retirement related trust and agency accounts, investment management and advisory agency accounts, and foundation and endowment trust and agency accounts.

As of December 31, 2025, we had consolidated total assets of $8.5 billion, total net loans held-for-investment of $6.6 billion, total deposits of $7.1 billion and total stockholders’ equity of $1.2 billion.

Pending Merger with First Foundation Inc.

On October 27, 2025, we entered into a merger agreement with First Foundation, the holding company of First Foundation Bank, headquartered in Irvine, California, as amended by amendment no.

1 to the merger agreement dated February 6, 2026.

Under the merger agreement, First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving entity.

Immediately following the merger, First Foundation Bank will merge with and into Sunflower Bank, with Sunflower Bank continuing as the surviving bank.

The consummation of the proposed merger will expand our markets in California and Texas, as well as add new markets in Florida, Nevada and Hawaii.

The merger agreement, as amended, was unanimously approved by the boards of directors of FirstSun and First Foundation, and is subject to customary closing conditions, including receipt of remaining required regulatory approvals.

The stockholders of FirstSun and First Foundation approved the merger agreement and transactions contemplated thereby at special stockholders’ meetings held on February 27, 2026.

The merger is expected to close early in the second quarter of 2026.

History and Growth

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In November 2023, the Bank relocated its main office from Denver, Colorado, to Dallas, Texas.

In December 2024, we made the decision to rebrand our mortgage division and cease operating under the Guardian tradename.

When the rebranding is complete, our mortgage division will be Sunflower Bank Mortgage Lending.

In December 2024, we made the decision to rebrand our mortgage division as Sunflower Bank Mortgage Lending and cease operating under the Guardian Mortgage tradename.

In June 2025, we made the decision to rebrand our registered investment advisor as Sunflower Wealth Advisors LLC and cease operating under the Logia Portfolio Management tradename.

In November 2025, we established Sunflower Insurance Solutions Inc., a wholly owned subsidiary of Sunflower Bank, N.A.

Sunflower Insurance Solutions will offer life, long-term care and disability coverage, alongside estate planning and generational wealth transfer solutions.

Our Market Areas

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Our business is focused on providing specialized commercial and consumer banking services to our clients, with an emphasis on key Southwest and Western growth markets.

Our unwavering commitment to serving local communities has led to a high-quality core deposit franchise focused in higher growth metropolitan markets as well as stable, non-metropolitan markets that provides a low-cost funding base for our lending opportunities.

In addition, our mortgage, wealth management, private banking and treasury management offerings provide revenue diversification and best-in-class fee income generation.

Upon completion of our proposed merger with First Foundation, we will expand our markets in California and Texas, and also add new markets in Florida, Nevada and Hawaii.

Our commitment to serving local communities has led to a high-quality core deposit franchise focused in higher growth metropolitan markets as well as stable, non-metropolitan markets that provides a low-cost funding base for our lending opportunities.

In addition, our mortgage, wealth management, private banking and treasury management offerings provide revenue diversification and generate fee income.

Lastly, we believe our experience as an acquirer with a successful track record of integrating and re-positioning acquired companies complements and will further fuel our organic growth strategy.

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We deployed our organic growth strategy in the Dallas, Texas market beginning in late 2019 with a commercial team lift-out that by December 2020 generated significant loans and deposits, making Dallas our fastest growing loan market over this period.

In addition to our organic expansion in Dallas, we closed our merger with Pioneer on April 1, 2022, which further increased our Texas loans and deposit market position.

In addition to our organic expansion in Dallas, we closed our merger with Pioneer on April 1, 2022, which further increased our Texas loan and deposit portfolios.

The Bank’s headquarters was relocated to Dallas, Texas in November 2023.

We anticipate continuing to grow our Texas loan and deposit customer base in the years to come.

Beyond our greater Texas strategy, we are also expanding our presence in Southern California markets.

We anticipate continuing to grow our Texas loan and deposit customer base.

Beyond our greater Texas strategy, we have also expanded our presence in Southern California markets.

With a team of bankers hired during 2024, we now deliver relationship banking to communities around Southern California.

In February 2025, we received approval from the Office of the Comptroller of the Currency to establish two new depository branches, one in each of San Diego and Los Angeles, California to support our team of bankers in these areas and further service customers and businesses in these communities.

We will continue to explore opportunities to serve this market going forward.

In early 2025, we established two new depository branches, one in each of San Diego and Los Angeles, California to support our team of bankers in these areas and further service customers and businesses in these communities.

We plan to continue to explore opportunities to serve this market.

Engage in Opportunistic M&A.

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We plan to continue to evaluate acquisitions that we believe are strategic and could produce attractive returns for our stockholders.

These could include fee-based businesses, whole bank or branch acquisitions that would improve or expand our market position into geographies with attractive demographics and business trends, expand our existing branch network in existing or new markets, enhance our earnings power or product and service offerings, or expand our wealth management activities.

These could include fee-based businesses, whole bank or branch acquisitions that we believe would improve or expand our market position into geographies with attractive demographics and business trends, expand our existing branch network in existing or new markets, enhance our earnings power or product and service offerings, or expand our wealth management activities.

The financial services industry is highly competitive and we compete for loans, deposits and customer relationships in our geographic footprint.

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Commercial and Industrial Loans

Our commercial and industrial loans are typically made to small- and medium-sized manufacturing, service, wholesale and retail businesses for working capital and operation needs and business expansions, including the purchase of capital equipment.

Our commercial and industrial loans are typically made to small- and medium-sized manufacturing, service, wholesale and retail businesses for working capital and operational needs and business expansions, including the purchase of capital equipment.

Commercial and industrial loans include our specialty lending verticals such as structured finance products, asset based lending and family office.

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Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less.

Because we are a bank with long standing ties to the businesses and professionals operating in our geographic footprint, we are able to tailor our commercial and industrial loan programs to meet the needs of our clients.

Because we have long standing ties to the businesses and professionals operating in our geographic footprint, we seek to tailor our commercial and industrial loan programs to meet the needs of our clients.

Growing our commercial and industrial loan portfolio is an important area of emphasis for us and we intend to continue to grow this portfolio.

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The real estate securing our existing commercial real estate loans includes a wide variety of property types, such as offices, warehouses, production facilities, health care facilities, hotels, mixed-use residential/commercial, retail centers, restaurants, assisted living facilities and self-storage facilities.

Non-owner occupied CRE loans were 66.7% of the Company’s risk-based capital, or 11.8% of total loans as of December 31, 2024.

Non-owner occupied CRE loans were

62.5% of the Company’s risk-based capital, or 11.1% of total loans as of December 31, 2025.

Non-owner occupied CRE loans associated with office space were $48.9 million, or 0.7% of total loans as of December 31, 2025.

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Furthermore, adverse developments affecting the business operations of the borrowers of our owner-occupied commercial real estate loans could significantly increase the credit risk associated with these loans.

Due to the larger average size of commercial real estate loans, we face the risk that

losses incurred on a small number of commercial real estate loans could have a material adverse impact on our financial condition and results of operations.

Due to the larger average size of commercial real estate loans, we face the risk that losses incurred on a small number of commercial real estate loans could have a material adverse impact on our financial condition and results of operations.

• Residential Real Estate Loans .

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We look to originate quality mortgage loans with a focus on purchase money mortgages.

In accordance with our lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight that satisfies secondary market standards as outlined by our investors to the size and complexity of the lending relationship.

relationship.

Mortgage loans are subject to the same uniform lending policies referenced below and consist primarily of loans with relatively stronger borrower credit scores, with an average FICO score of 743 in 2025.

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Our loan portfolio is balanced between our metropolitan and community markets and by type, thereby diversifying our loan concentration.

Our granular loan portfolio reflects a balanced mix of consumer and commercial clients across these markets that we think provides a natural hedge to industry and market cycles.

granular loan portfolio reflects a balanced mix of consumer and commercial clients across these markets that we think provides a natural hedge to industry and market cycles.

In addition, risk from concentration is actively managed by management and reviewed by our board of directors, and exposures relating to borrower, industry and commercial real estate categories are tracked and measured against established policy limits and guidelines.

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Human Capital Resources

We are committed to provide, develop and retain a high performing and diverse workforce that fosters a healthy, safe and productive work environment for our employees to maximize individual and organizational potential and position us as an employer of choice.

We are committed to provide, develop and retain a high performing and highly qualified workforce that fosters a healthy, safe and productive work environment for our employees to maximize individual and organizational potential and position us as an employer of choice.

Employee Profile.

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Implications of Being an Emerging Growth Company

FirstSun qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies.

significant requirements that are otherwise generally applicable to public companies.

Among other things, as an emerging growth company:

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Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold securities.

We expect that we will cease to qualify as an emerging growth company beginning with our Annual Report on Form 10-K for the year ended December 31, 2026.

Supervision and Regulation

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We are unable to predict these future changes or the effects, if any, that these changes could have on our business, revenues, and results of operations.

In the past year, the scope of the laws and regulations and the intensity of the supervision to which we are subject have decreased in response to the Trump administration’s deregulatory policies.

We expect that our business will remain subject to extensive regulation and supervision despite the recent deregulatory environment.

Legislative and Regulatory Developments

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Bank Holding Company Regulation

We own 100% of the outstanding capital stock of Sunflower Bank, and, therefore, we are considered to be a bank holding company registered under the federal Bank Holding Company Act of 1956 (the “BHC Act”).

FirstSun owns 100% of the outstanding capital stock of Sunflower Bank, and, therefore, we are considered to be a bank holding company registered under the federal Bank Holding Company Act of 1956 (the “BHC Act”).

As a result, we are primarily subject to the supervision, examination and reporting requirements of the Federal Reserve under the BHC Act and its regulations promulgated thereunder.

Permitted Activities

We are a bank holding company, and have elected to be a financial holding company, which permits us to engage in expanded financial activities as a bank holding company.

FirstSun is a bank holding company, and has elected to be a financial holding company, which permits us to engage in expanded financial activities as a bank holding company.

Under the BHC Act, a bank holding company is generally permitted to engage in, or acquire direct or indirect control of more than 5% of the voting shares of any company engaged in, the following activities:

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• any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.

Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include:

Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include, but are not limited to:

• factoring accounts receivable;

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Financial Holding Company

Provisions of the Gramm-Leach-Bliley Act have expanded the permissible activities of a bank holding company that qualifies as a financial holding company.

A bank holding company can elect to be treated as a “financial holding company,” which would allow it to engage in a broader array of activities.

A bank holding company that qualifies and elects to be treated as a “financial holding company,” such as FirstSun, may engage in a broader array of activities.

In summary, a financial holding company can engage in activities that are financial in nature or incidental or complementary to financial activities, including insurance underwriting, sales and brokerage activities, providing financial and investment advisory services, underwriting services and limited merchant banking activities.

FirstSun is currently a financial holding company.

In order to remain a financial holding company, FirstSun must continue to be considered well managed and well capitalized by the Federal Reserve, and the Bank must continue to be considered well managed and well capitalized by the Office of the Comptroller of the Currency (the “OCC”) and have at least a “satisfactory” rating under the Community Reinvestment Act.

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In determining whether to approve a proposed bank acquisition, federal bank regulators will consider, among other factors, the effect of the acquisition on competition, the public benefits expected to be received from the acquisition, the projected capital ratios and levels on a post-acquisition basis, and the acquiring institution’s record of addressing the credit needs of the communities it serves, including the needs of low and moderate income neighborhoods, consistent with the safe and sound operation of the bank, under the Community Reinvestment Act (discussed below).

On July 9, 2021, President Biden issued an Executive Order on Promoting Competition in the American Economy.

Among other initiatives, the Executive Order encouraged the federal banking agencies to review their current merger oversight practices under the BHCA and the Bank Merger Act and adopt a plan for revitalization of such practices.

In December 2021, the U.S.

Department of Justice (“DOJ”) (in consultation with the Federal Reserve, the OCC, and FDIC) announced that it was seeking additional public comments on whether and how the DOJ should revise the 1995 Bank Merger Competitive Review Guidelines.

The comment period closed on February 15, 2022.

In March 2022, the FDIC published a Request for Information seeking information and comments regarding the laws, practices, rules, regulations, guidance, and statements of policy that apply to merger transactions involving one or more insured depository institutions, including the merger between an insured depository institution and a noninsured institution.

In a May 2022 speech, the acting head of the

OCC announced that he had asked his staff to work with DOJ and other federal banking agencies to review the agency’s frameworks to analyze bank mergers.

In May 2022, the CFPB announced the establishment of an Office of Competition and Innovation.

On September 17, 2024, the OCC approved a final rule updating its regulations on business combinations involving national banks and federal savings associations, revising its approach to evaluating mergers under the Bank Merger Act.

The new rule emphasizes a principles-based evaluation, focusing on factors such as the effect of the transaction on competition, financial stability, and the convenience and needs of the community to be served.

Concurrently, the FDIC approved a final Statement of Policy on Bank Merger Transactions, applying similar principles to state-chartered banks.

Importantly, the Federal Reserve did not join with the FDIC and the OCC in this updated guidance.

In 2024, the OCC issued a revised statement of policy on bank merger transactions that introduced additional requirements for reviewing applications under the Bank Merger Act (the “BMA”) and adding a policy statement on the OCC’s substantive approach to evaluating bank mergers under the BMA.

However, in May 2025, the OCC rescinded its 2024 policy statement on its review of applications under the BMA and restored the streamlined application and expedited review procedures for evaluating applications under the BMA.

Additionally, the DOJ announced its withdrawal from the 1995 Bank Merger Competitive Review Guidelines, indicating that it would apply its 2023 Merger Guidelines to the banking industry.

These developments reflect a heightened regulatory focus on bank mergers, with an emphasis on maintaining competition, ensuring financial stability, and addressing community needs.

However, given the shift in administration under President Trump, regulatory priorities may change.

Financial institutions considering mergers or acquisitions should monitor potential regulatory shifts under the new administration, as changes in policy priorities may impact the level of scrutiny and the application of existing regulatory frameworks.

Change in Control

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Under the Federal Deposit Insurance Corporation Improvement Act of 1991, to avoid receivership of its insured depository institution subsidiary, a bank holding company is required to guarantee the compliance of any insured depository institution subsidiary that may become “undercapitalized” within the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking agency up to the lesser of (a) an amount equal to 5% of the institution’s total assets at the time the institution became undercapitalized, or (b) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all applicable capital standards as of the time the institution fails to comply with such capital restoration plan.

The Federal Reserve also has the authority under the BHC Act to require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve’s determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the bank holding company.

Further, federal law grants federal bank regulatory authorities’

additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution’s financial condition.

depository institution of the bank holding company.

Further, federal law grants federal bank regulatory authorities’ additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution’s financial condition.

The Federal Deposit Insurance Act also provides that amounts received from the liquidation or other resolution of any insured depository institution by any receiver must be distributed (after payment of secured claims) to pay the deposit liabilities of the institution prior to payment of any other general or unsecured senior liability, subordinated liability, general creditor or stockholder.

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These requirements are essentially the same as those that apply to such holding company’s bank subsidiary and are described below under “Bank Regulation—Capital and Related Requirements.”

Dividend Payments

Dividend Payments to Stockholders

Our ability to pay dividends to our stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies.

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Bank holding companies are also expected to both inform the Federal Reserve reasonably in advance of a redemption or repurchase of common stock if such buyback results in a net reduction of the company’s outstanding amount of common stock below the amount outstanding at the beginning of the fiscal quarter, and to consult with the Federal Reserve generally prior to engaging in stock buybacks.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002, which we refer to as “Sarbanes-Oxley,” implemented a broad range of corporate governance, accounting and reporting measures for companies that have securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

FirstSun became subject to Sarbanes-Oxley on August 10, 2021.

Oxley and the various regulations promulgated under Sarbanes-Oxley, established, among other things:

(a) requirements for audit committees, including independence, expertise, and responsibilities;

(b) additional responsibilities relating to financial statements for the Chief Executive Officer and Chief Financial Officer of reporting companies;

(c) standards for auditors and regulation of audits, including independence provisions that restrict non-audit services that accountants may provide to their audit clients;

(d) increased disclosure and reporting obligations for reporting companies and their directors and executive officers, including accelerated reporting of stock transactions and a prohibition on trading during blackout periods;

and (e) a range of civil and criminal penalties for fraud and other violations of the securities laws.

Bank Regulation

Sunflower Bank is a national banking association with its main office in Dallas, Texas, which is subject to regulation and supervision primarily by the OCC and secondarily by the Federal Reserve and the FDIC.

We are subject to requirements and restrictions under federal law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon and limitations on the types of investments that may be made and the types of services that may be offered.

We are subject to requirements

and restrictions under federal law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon and limitations on the types of investments that may be made and the types of services that may be offered.

Various consumer laws and regulations also affect the operations of Sunflower Bank.

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Additionally, deferred tax assets (“DTAs”) that arise from net operating loss and tax credit carryforwards, net of associated DTLs and valuation allowances, are fully deducted from CET1 capital.

However, DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, along with mortgage servicing assets and “significant” (defined as greater than 10% of the issued and outstanding common stock of the unconsolidated financial institution) investments in the common stock of unconsolidated “financial institutions” are partially includible in CET1 capital, subject to deductions defined in the rules.

outstanding common stock of the unconsolidated financial institution) investments in the common stock of unconsolidated “financial institutions” are partially includible in CET1 capital, subject to deductions defined in the rules.

The OCC also considers interest rate risk (arising when the interest rate sensitivity of Sunflower Bank’s assets does not match the sensitivity of its liabilities or its off-balance sheet position) in the evaluation of the bank’s capital adequacy.

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Banks and holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9%, off-balance-sheet exposures of 25% or less of total consolidated assets and trading assets plus trading liabilities of 5% or less of total consolidated assets, are deemed “qualifying community banking organizations” are eligible to opt into the “community bank leverage ratio framework.” A qualifying community banking organization that elects to use the community bank leverage ratio framework and that maintains a leverage ratio of greater than 9% is considered to have satisfied the generally applicable risk-based and leverage capital requirements under the Basel III rules and, if applicable, is considered to have met the “well capitalized” ratio requirements for purposes of its primary federal regulator’s prompt corrective action rules, discussed below.

We do not have any immediate plans to use the community bank leverage ratio framework but may make such an election in the future.

In November 2025, federal banking regulators proposed changes to increase flexibility under the community bank leverage ratio framework, including lowering the leverage ratio threshold from 9% to 8%.

Public comments on the proposal were open through January 30, 2026;

the ultimate scope and timing of any final rule is uncertain.

We have not elected to use the community bank leverage ratio framework.

In July 2023, the banking agencies released proposed rules, referred to as the “Basel III Endgame,” to implement major changes to the capital rules for banking organizations with $100 billion or more in assets intended to bring the U.S.

capital rules into conformance with the current international capital standards issued by the Basel Committee on Banking Supervision.

It is expected that the proposal, if enacted, would significantly increase capital requirements for banking organizations with $100 billion or more in assets, which could indirectly impact smaller institutions, such as FirstSun and the Bank, if larger banking organizations make changes in response to the increased capital requirements.

The timeline for finalization of these rules has been delayed and implementation remains uncertain.

Prompt Corrective Action

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• has a Tier 1 risk-based capital ratio of less than 6%;

• has a common equity Tier 1 risk-based capital ratio of less than 4.5% or greater;

• has a common equity Tier 1 risk-based capital ratio of less than 4.5%;

• has a leverage capital ratio of less than 4%.

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• has a Tier 1 risk-based capital ratio of less than 4%;

• has a common equity Tier 1 risk-based capital ratio of less than 3% or greater;

• has a common equity Tier 1 risk-based capital ratio of less than 3%;

• has a leverage capital ratio of less than 3%.

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and (k) ultimately, appointing a receiver for the institution.

On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to (a) address the implementation of a new credit impairment model, the Current Expected Credit Loss, or CECL model, an accounting standard under United States generally accepted accounting principles (U.S.

GAAP); (b) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (c) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing.

We implemented CECL effective January 1, 2023.

Upon adoption, we recorded an increase to the allowance for credit losses on loans held-for-investment of $5.3 million, a reduction in the allowance for credit losses on unfunded commitments of $0.2 million, an increase to deferred tax assets of $1.2 million, and a corresponding one-time cumulative reduction to retained earnings, net of tax, of $3.8 million in the consolidated balance sheet as of January 1, 2023.

Dividend Payments

Dividend Payments to FirstSun

The primary source of funds for FirstSun is dividends from Sunflower Bank.

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Without prior OCC approval, however, a national bank may not pay dividends in any calendar year that, in the aggregate, exceed the bank’s year-to-date net income plus the bank’s retained net income for the two preceding years.

The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant

to applicable capital adequacy guidelines and regulations, and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized.

The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized.

As described above, the Bank exceeded its capital requirements under applicable guidelines as of December 31, 2025.

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The CRA further requires the agencies to take into account a bank’s record of meeting community credit needs when evaluating applications for, among other things, new branches or mergers.

Sunflower Bank received a “satisfactory” CRA Assessment Rating from the OCC in its most recent examination.

Sunflower Bank received a “Satisfactory” CRA

Assessment Rating from the OCC in its most recent examination.

In addition to substantive penalties and corrective measures that may be required for a violation of certain fair lending laws, the federal banking agencies may take compliance with such laws and CRA into account when regulating and supervising other activities of the bank, including in acting on expansionary proposals.

On October 24, 2023, the federal banking agencies issued a final rule to amend the regulations implementing the CRA.

The rule significantly expands the number of areas in which a bank is evaluated, materially changes the tests used to evaluate the bank in those areas and expands the data a bank must collect and report.

The final rule took effect April 1, 2024, but the majority of its operative provisions are effective January 1, 2026, with the data reporting requirements effective January 1, 2027.

We expect the rule will increase Sunflower Bank’s obligations and compliance costs necessary to achieve a “Satisfactory” or “Outstanding” rating under the CRA.

The rule significantly expanded the number of areas in which a bank is evaluated, materially changing the tests used to evaluate a bank in those areas and expands the data a bank must collect and report.

The final rule was expected to take effect April 1, 2024, with the majority of its operative provisions to become effective January 1, 2026.

However, in March 2024, a federal judge granted an injunction to extend the CRA final rule’s effective date, and in July 2025, the federal banking agencies issued a proposal, which, if finalized, will rescind the October 2023 final rule and revert to the CRA framework that existed prior to the October 2023 final rule.

Implementation of the October 2023 final rule, which was subject to an injunction and has not taken effect, would have materially changed the CRA framework, including imposing additional costs and changing how CRA performance would be assessed.

Fair Lending Requirements

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FHA prohibits discrimination in all aspects of residential real-estate related transactions based on prohibited factors, including race or color, national origin, religion, sex, familial status, and handicap.

In April 2025, President Trump issued Executive Order 14281 directing federal agencies to eliminate the use of disparate impact liability in their enforcement and supervisory activities.

Following the Executive Order, the OCC removed references to “disparate impact” from its fair lending guidance.

However, federal fair lending statutes and existing judicial precedent have historically recognized both disparate treatment and disparate impact theories of liability, and the ultimate impact of the Executive Order on supervisory and enforcement practices remains uncertain.

In addition to prohibiting discrimination in credit transactions on the basis of prohibited factors, these laws and regulations can cause a lender to be liable for policies that result in a disparate treatment of or have a disparate impact on a protected class of persons.

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Bank regulatory agencies have increasingly used a general consumer protection statute to address “unethical” or otherwise “bad” business practices that may not necessarily fall directly under the purview of a specific banking or consumer finance law.

The law of choice for enforcement against such business practices has been Section 5 of the Federal Trade Commission Act—the primary federal law that prohibits “unfair or deceptive acts or practices” and unfair methods of competition in or

affecting commerce (“UDAP” or “FTC Act”).

“Unjustified consumer injury” is the principal focus of the FTC Act.

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• The Secure and Fair Enforcement for Mortgage Licensing Act, the “SAFE Act,” which mandates a nationwide licensing and registration system for residential mortgage loan originators.

The SAFE Act also prohibits individuals from engaging in the business of a residential mortgage loan originator without first obtaining and maintaining annually registration as either a federal or state licensed mortgage loan originator;

The SAFE Act also prohibits individuals from engaging in the business of a residential mortgage loan originator without first obtaining and maintaining annual registration as either a federal or state licensed mortgage loan originator;

• The Homeowners Protection Act, or the PMI Cancellation Act, provides requirements relating to private mortgage insurance on residential mortgages, including the cancellation and termination of PMI, disclosure and notification requirements, and the requirement to return unearned premiums;

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The authority to supervise and examine depository institutions with $10 billion or less in assets, such as us, for compliance with federal consumer laws remains largely with those institutions’ primary regulators.

However, the CFPB may participate in examinations of these smaller institutions on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators.

However, the CFPB may participate in examinations of these smaller institutions on a “sampling basis” and may refer potential enforcement actions against such

institutions to their primary regulators.

As such, the CFPB may participate in examinations of the Bank.

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Bank regulators take into account compliance with consumer protection laws when considering approval of any proposed expansionary proposals, including merger proposals.

In February 2025, President Trump took significant actions affecting the CFPB.

He dismissed Director Rohit Chopra and appointed Treasury Secretary Scott Bessent as Acting Director.

Subsequently, the Office of Management and Budget Director, Russell Vought, was named Acting Director, during which time the CFPB’s operations were halted, its headquarters closed, and its employees instructed to cease work.

These moves have been met with legal challenges and public debate regarding the future of the agency.

In 2025, the Trump administration initiated a major reduction in force (“RIF”) at the CFPB, which represented nearly 90% of the agency’s total workforce.

However, the RIF is the subject of litigation, and the staffing cuts are currently stayed pending the U.S.

Court of Appeals for the D.C.

Circuit reviewing the case en banc.

The impact of these developments on banking organizations subject to CFPB regulation and supervision is still uncertain.

States and state attorneys general may increase regulatory, investigative and enforcement activity with respect to consumer protection, in response to changes in regulation, supervision and enforcement of consumer protection laws by federal regulators.

Anti-Money Laundering and the USA Patriot Act

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Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions, and certain laws provide law enforcement authorities with increased access to financial information maintained by banks.

Financial institutions must comply with requirements regarding risk-based procedures for conducing ongoing customer due diligence, which requires the institutions to take appropriate steps to understand the nature and purpose of customer relationships and identify and verify the identity of the beneficial owners of legal entity customers.

Financial institutions must comply with requirements regarding risk-based procedures for conducting ongoing customer due diligence, which requires the institutions to take appropriate steps to understand the nature and purpose of customer relationships and identify and verify the identity of the beneficial owners of legal entity customers.

Anti-money laundering obligations have been substantially strengthened as a result of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, which we refer to as the “USA PATRIOT Act.” Bank regulators routinely examine institutions for compliance with these obligations and are required to consider compliance in connection with the regulatory review of applications.

The regulatory authorities have been active in imposing cease and desist orders and money penalty sanctions against institutions that have not complied with these requirements.

The USA PATRIOT Act amended the Bank Secrecy Act and provides, in part, for the facilitation of information sharing among governmental entities and financial institutions for the purpose of combating terrorism and money laundering by enhancing anti-money laundering and financial transparency laws, as well as enhanced information collection tools and

enforcement mechanics for the U.S.

government, including:

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laws and regulations;

and (e) requires enhanced due diligence requirements for financial institutions that administer, maintain, or manage private bank accounts or correspondent accounts for non-U.S.

requires enhanced due diligence requirements for financial institutions that administer, maintain, or manage private bank accounts or correspondent accounts for non-U.S.

Bank regulators routinely examine institutions for compliance with these obligations and are required to consider compliance in connection with the regulatory review of applications.

Under the USA PATRIOT Act, the regulators can provide lists of the names of persons suspected of involvement in terrorist activities.

The Bank can be requested, to search its records for any relationships or transactions with persons on those lists.

If the Bank finds any relationships or transactions, it must file a suspicious activity report and contact the applicable governmental authorities.

On January 1, 2021, Congress overrode former President Trump’s veto and thereby enacted the National Defense Authorization Act for Fiscal Year 2022, or “NDAA.” The NDAA provides for one of the most significant overhauls of the BSA and related anti-money laundering laws since the USA Patriot Act.

On January 1, 2021, Congress enacted the National Defense Authorization Act for Fiscal Year 2022, or “NDAA.” Among other things, the NDAA included the Anti-Money Laundering Act of 2020, which provides for one of the most significant overhauls of the BSA and related anti-money laundering laws since the USA Patriot Act.

Notably, changes include:

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• enhanced whistleblower protection provisions, allowing whistleblower(s) who provide original information which leads to successful enforcement of anti-money laundering laws in certain judicial or administrative actions resulting in certain monetary sanctions to receive up to 30% of the amount that is collected in monetary sanctions as well as increased protections.

Under the USA PATRIOT Act, FinCEN can send our banking regulatory agencies lists of the names of persons suspected of involvement in terrorist activities.

The Bank can be requested, to search its records for any relationships or transactions with persons on those lists.

If the Bank finds any relationships or transactions, it must file a suspicious activity report and contact FinCEN.

Under the USA PATRIOT Act, FinCEN may provide federal banking agencies with lists of individuals suspected of involvement in terrorist activities.

The Bank may be required to search its records for relationships or transactions involving individuals on such lists and, if identified, must file a suspicious activity report and notify FinCEN in accordance with applicable regulations.

Anti-money laundering legislation also led to the enactment of the Corporate Transparency Act (“CTA”), which requires certain entities to report beneficial ownership information to FinCEN.

The CTA has been subject to legal challenges that created uncertainty regarding its implementation and enforcement.

In February 2025, a federal court lifted a prior nationwide injunction that had temporarily blocked enforcement of the CTA, and in March 2025, FinCEN announced that it was eliminating beneficial ownership reporting requirements for domestic reporting companies.

FinCEN has indicated that it continues to evaluate potential modifications to the CTA’s implementation in light of regulatory burden and public interest considerations.

The National Defense Authorization Act for Fiscal Year 2025, enacted December 2024, further reflects continued congressional focus on BSA/AML and national security priorities, including coordination among government agencies in monitoring and addressing illicit finance risks.

The Office of Foreign Assets Control

The Office of Foreign Assets Control, or “OFAC,” which is an office in the U.S.

Department of the Treasury, is responsible for helping to ensure that U.S.

entities do not engage in transactions with “enemies” of the United States, as defined by various Executive Orders and Acts of Congress.

OFAC publishes lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts;

owned or controlled by, or acting on behalf of target countries, and narcotics traffickers.

If a bank finds a name on any transaction, account or wire transfer that is on an OFAC list, it must freeze or block the transactions on the account.

The Office of Foreign Assets Control, or “OFAC,” an office within the U.S.

Department of the Treasury, is responsible for administering and enforcing U.S.

economic and trade sanctions programs based on U.S.

foreign policy and national security objectives.

These sanctions, which are implemented through Executive Orders and Acts of Congress, generally prohibit or restrict U.S.

persons, including banks, from engaging in transactions with sanctioned individuals, entities, or countries.

OFAC publishes lists of designated persons and organizations subject to sanctions, including those suspected of aiding, harboring or engaging in terrorist acts;

owned or controlled by, or acting on behalf of sanctioned jurisdictions, and narcotics traffickers.

If a bank identifies a prohibited party or transaction involving a person or entity on an OFAC list, it must block or reject the transaction and comply with applicable reporting requirements.

Following Russia’s invasion of Ukraine in February 2022, President Biden expanded sanctions authorities under Executive Order 14024, pursuant to which OFAC imposed extensive sanctions targeting Russian financial institutions, sovereign debt transactions, and related parties, while increasing focus on sanctions evasion.

In March 2022, FinCEN issued an alert advising financial institutions to exercise heightened vigilance for potential sanctions evasion and suspicious activity.

Globally, the Financial Action Task Force (“FATF”) periodically updates its lists of jurisdictions subject to increased monitoring, which may affect due diligence requirements for international transactions.

BSA/AML compliance and

sanctions oversight remain significant areas of supervisory and enforcement focus for federal banking regulators and FinCEN and require ongoing attention by financial institutions.

Financial Privacy and Cybersecurity

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Federal banking agencies, including the OCC, have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of the board of directors.

These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services.

These guidelines, along with related regulatory materials, increasingly focus on cybersecurity resilience, incident response preparedness and oversight of third-party relationships used in the provision of financial services.

Consumers must be notified in the event of a data breach under applicable federal and state laws.

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Banks’ service providers are required under the federal regulation to notify any affected bank to or on behalf of which the service provider provides services “as soon as possible” after determining that it has experienced an incident that materially disrupts or degrades, or is reasonably likely to materially disrupt or degrade, covered services provided to such bank for as much as four hours.

The CFPB issued a final rule in October 2024 implementing Section 1033 of the Consumer Financial Protection Act, requiring covered institutions to provide consumers with access to certain financial data upon request.

Although the rule became effective in January 2025, a federal court issued a nationwide injunction in October 2025 blocking enforcement, and the CFPB subsequently initiated a reconsideration process addressing, among other matters, the scope of authorized representatives, potential fees, and data security considerations, and the ultimate scope and timing of any revised rule remain uncertain.

Risk Factors for a further discussion of risks related to cybersecurity and Item 1C.

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As an institution with less than $10 billion in assets, our assessment rates are based on the level of risk we pose to the FDIC’s DIF.

The initial base rate for deposit insurance for institutions with less than $10 billion in assets is between five and 32 basis points.

Total base assessment after possible adjustments now ranges between 2.5 and 32 basis points.

For established smaller institutions, such as us, the total base assessment rate is calculated by using supervisory ratings as well as (a) an initial base assessment rate, (b) an unsecured debt adjustment (which can be positive or negative), and (c) a brokered deposit adjustment.

For established smaller institutions, such as us, the total base assessment rate is calculated by using supervisory ratings as well as (a) an initial base assessment rate (ranging between five and 32 basis points), (b) an unsecured debt adjustment (which can be positive or negative), and (c) a brokered deposit adjustment.

Upon consummation of our proposed merger with First Foundation, our assets will exceed $10 billion.

For banks with over $10 billion in assets, the FDIC uses a performance score and loss-severity score to calculate the bank’s initial FDIC assessment rate.

In calculating these scores, the FDIC uses the bank’s capital level and regulatory supervisory ratings and certain financial measures to assess the bank’s ability to withstand asset-related and funding related stress, and make certain adjustments based on risk factors that are not adequately captured in these calculations.

In addition to the ordinary assessments described above, the FDIC has the ability to impose special assessments in certain instances.

For example, under the Dodd-Frank Act, the minimum designated reserve ratio for the DIF was increased to 1.35% of the estimated total amount of insured deposits.

Extraordinary growth in insured deposits during the first and second quarters of 2020 caused the DIF reserve ratio to decline below the statutory minimum of 1.35%.

In November 2023, following the closures of Silicon Valley Bank and Signature Bank and in connection with its systemic risk determination announced on March 12, 2023, the FDIC announced a special deposit insurance assessment rate of 13.4 basis points beginning in the first quarterly assessment period of 2024, adjusted to exclude the first $5 billion in deposits for an anticipated total of eight quarterly assessment periods.

For example, in November 2023, following the closures of Silicon Valley Bank and Signature Bank and in connection with its systemic risk determination announced on March 12, 2023, the FDIC announced a special deposit insurance assessment rate of 13.4 basis points beginning in the first quarterly assessment period of 2024, adjusted to exclude the first $5 billion in deposits for an anticipated total of eight quarterly assessment periods.

The FDIC may terminate the deposit insurance of any insured depository institution if it determines after a notice and hearing that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

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Specifically, the guidance states that such institutions that are potentially exposed to significant CRE concentration risk and may warrant greater supervisory scrutiny are those institutions which have (i) total CRE loans representing 300% or more of the institution’s total capital and (ii) the outstanding balance of such institution’s CRE loan portfolio has increased by 50% or more during the prior 36 months.

Since 2023, the OCC, FDIC and Federal Reserve have issued multiple reminders and risk bulletins emphasizing prudent CRE risk management due to rising interest rates, declining office valuations and stress in certain property sectors.

Effect of Governmental Monetary Policies

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The monetary policies of the Federal Reserve have major effects on the levels of bank loans, investments and deposits through its open market operations in U.S.

government securities and through its regulation

of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits.

government securities and through its regulation of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits.

We cannot predict the nature or effect of future changes in such monetary policies.

Fair Access to Financial Services

In recent years, certain states have enacted, or have proposed to enact, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.

In August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations, or political views.

The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.

Future Legislation and Regulation

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The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports and statements filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are also accessible at no cost on our internet website at http://ir.firstsuncb.com after they are electronically filed with the SEC.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports and statements filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are also accessible at no cost on our internet website at http://ir.firstsuncb.com after they are electronically filed with the SEC.

No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K.

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 1. Business