What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-06 compared with 2025-03-07 · 372 added, 321 removed, 1666 unchanged (29% of the section changed)

33 unchanged sentences

Stockholders and the Board of Directors of

FirstSun Capital Bancorp and Subsidiaries

FirstSun Capital Bancorp

Denver, Colorado

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FirstSun Capital Bancorp and Subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of FirstSun Capital Bancorp (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph - Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2023 due to the adoption of ASU 2016-13 Financial Instruments – Credit Losses (ASC Topic 326).

The Company adopted the new credit loss standard using the modified retrospective method such that amounts in periods prior to January 1, 2023 are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles.

Basis for Opinion

14 unchanged sentences

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Balance Sheets

43 unchanged sentences

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

19 unchanged sentences

Noninterest income:

Service charges on deposit accounts 9,495 9,940 9,857

Deposit account service fees 8,321 9,495 9,940

Treasury management service fees 17,473 14,829 11,724

1 unchanged sentence

Trust and investment advisory fees 5,945 5,787 5,693

Income from mortgage banking services, net 39,014 31,384 46,285

(Loss) gain on other real estate owned and foreclosed assets activity, net ( 28 ) ( 106 ) 164

Mortgage banking services, net 47,072 39,014 31,384

Other noninterest income 12,339 9,514 8,670

2 unchanged sentences

Salary and employee benefits 171,824 154,985 133,231

Occupancy and equipment 36,282 33,426 31,344

Occupancy, equipment and software 38,244 36,282 33,426

Amortization and impairment of intangible assets 2,412 3,549 4,822

Terminated merger related expenses 13,178 — —

Merger related expenses 2,743 13,178 —

4 unchanged sentences

Net income $ 97,936 $ 75,628 $ 103,533

Other comprehensive income (loss):

Net unrealized gain (loss) on securities available-for-sale 3,895 976 ( 45,647 )

Other comprehensive income (loss) 3,895 976 ( 45,647 )

Other comprehensive income:

Net unrealized gain on securities available-for-sale 11,762 3,895 976

Other comprehensive income 11,762 3,895 976

Comprehensive income $ 109,698 $ 79,523 $ 104,509

5 unchanged sentences

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

5 unchanged sentences

January 1, 2023 24,920,984 $ 2 $ 460,720 $ — $ 357,797 $ ( 43,983 ) $ 774,536

Merger with Pioneer Bancshares, Inc.

(Issuance of treasury stock 1,557,054 shares)

4,910,412 — 197,946 38,148 — — 236,094

Issuance of common stock on restricted stock grants (See Note 1 4 - Stockholders ’ Equity )

11,344 — 270 — — — 270

Stock option exercises 95,886 — ( 579 ) — — — ( 579 )

Share-based compensation, net of forfeitures — — 1,178 — — — 1,178

Net income — — — — 59,182 — 59,182

Other comprehensive loss — — — — — ( 45,647 ) ( 45,647 )

Balance as of

December 31, 2022 24,920,984 $ 2 $ 460,720 $ — $ 357,797 $ ( 43,983 ) $ 774,536

Cumulative effect of accounting change — — — — ( 3,808 ) — ( 3,808 )

Adjusted beginning balance 24,920,984 2 460,720 — 353,989 ( 43,983 ) 770,728

Issuance of common stock on restricted stock grants (See Note 1 4 - Stockholders’ Equity )

15,007 — 371 — — — 371

Stock option exercises 24,648 — ( 167 ) — — — ( 167 )

Share-based compensation, net of forfeitures — — 1,756 — — — 1,756

Net income — — — — 103,533 — 103,533

Other comprehensive income — — — — — 976 976

Share-based compensation expense, net of forfeitures — — 2,127 — — — 2,127

Restricted stock activity, net of forfeitures (See Note 14 - Stockholders’ Equity )

15,007 — — — — — —

Stock option exercises, net 24,648 — ( 167 ) — — — ( 167 )

Balance as of

December 31, 2023 24,960,639 $ 2 $ 462,680 $ — $ 457,522 $ ( 43,007 ) $ 877,197

Net income — — — — 75,628 — 75,628

Other comprehensive income — — — — — 3,895 3,895

Share-based compensation expense, net of forfeitures — — 2,375 — — — 2,375

Issuance of common stock, net of issuance costs 2,461,538 1 79,433 — — — 79,434

Issuance of common stock on restricted stock grants, net of forfeiture (See Note 1 4 - Stockholders’ Equity )

Restricted stock activity, net of forfeitures (See Note 14 - Stockholders’ Equity )

10,998 — — — — — —

Stock option exercises 276,504 — 2,837 — — — 2,837

Share-based compensation, net of forfeitures — — 1,911 — — — 1,911

Stock option exercises, net 276,504 — 2,837 — — — 2,837

Balance as of

December 31, 2024 27,709,679 $ 3 $ 547,325 $ — $ 533,150 $ ( 39,112 ) $ 1,041,366

Net income — — — — 97,936 — 97,936

Other comprehensive income — — — — — 11,762 11,762

Share-based compensation expense, net of forfeitures — — 3,536 — — — 3,536

Restricted stock activity, net of forfeitures (See Note 14 - Stockholders’ Equity )

82,415 — ( 699 ) — — — ( 699 )

Stock option exercises, net 95,243 — ( 545 ) — — — ( 545 )

Balance as of

2 unchanged sentences

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Cash Flows

15 unchanged sentences

Accretion of discount on convertible notes payable — — 101

Accretion of discount on Federal Home Loan Bank advances — — 76

Increase in cash surrender value of bank-owned life insurance ( 2,171 ) ( 1,989 ) ( 1,928 )

Impairment of premises and equipment — — 720

Impairment of other real estate owned and foreclosed assets 711 133 286

2 unchanged sentences

Share-based compensation expense 3,536 2,375 2,127

Decrease (increase) in fair value of mortgage servicing rights 4,714 6,649 ( 12,418 )

Decrease in fair value of mortgage servicing rights 12,191 4,714 6,649

Net loss on disposal of premises and equipment 179 397 120

Net loss (gain) on other real estate owned and foreclosed assets activity 28 106 ( 164 )

Net loss on other real estate owned and foreclosed assets activity 373 28 106

Net gain on sales of loans held-for-sale ( 10,965 ) ( 6,959 ) ( 3,491 )

Net loss on subordinated notes issuance costs due to early redemption 444 — —

Origination of loans held-for-sale ( 1,403,999 ) ( 1,088,457 ) ( 791,017 )

9 unchanged sentences

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Cash Flows (continued)

5 unchanged sentences

Cash flows from investing activities:

Cash acquired in excess of cash paid in connection with Pioneer Merger — — 444,542

Purchases of held-to-maturity securities — — ( 335 )

Proceeds from maturities of held-to-maturity securities 1,533 1,849 2,007

Purchases of available-for-sale securities ( 23,694 ) ( 9,425 ) ( 21,555 )

Proceeds from sales or maturities of available-for-sale securities 60,309 41,669 170,410

Proceeds from paydowns, sales or maturities of available-for-sale securities 38,734 60,309 41,669

Loan originations, net of repayments ( 337,954 ) ( 129,465 ) ( 362,778 )

13 unchanged sentences

Repayments of Federal Home Loan Bank advances ( 428,000 ) ( 5,714,878 ) ( 2,295,885 )

Proceeds from subordinated debt, net — — 24,466

Proceeds from issuance of common stock, net of issuance costs 82,271 ( 167 ) ( 579 )

Repayments of convertible notes payable — — ( 5,456 )

Repayments of subordinated notes ( 40,000 ) — —

Proceeds from issuance of common stock, net of issuance costs and taxes paid on cashless exercise of equity awards ( 1,244 ) 82,271 ( 167 )

Net cash provided by financing activities 255,391 116,306 337,939

Net increase (decrease) in cash and cash equivalents 136,555 135,836 ( 324,936 )

Cash and cash equivalents, beginning of period 479,362 343,526 668,462

Cash and cash equivalents, end of period $ 615,917 $ 479,362 $ 343,526

Net increase in cash and cash equivalents 36,675 136,555 135,836

Cash and cash equivalents, beginning of year 615,917 479,362 343,526

Cash and cash equivalents, end of year $ 652,592 $ 615,917 $ 479,362

Supplemental disclosures of cash flow information:

3 unchanged sentences

Non-cash investing and financing activities:

Assets acquired from merger with Pioneer Bancshares, Inc.

$ — $ — $ 1,085,506

Liabilities assumed from merger with Pioneer Bancshares, Inc.

$ — $ — $ 1,354,387

Right-of-use lease assets obtained in exchange for lessee operating lease liabilities $ 14,993 $ 4,960 $ 2,696

1 unchanged sentence

Loan charge-offs $ 28,986 $ 21,694 $ 9,672

Premises and equipment transferred to other real estate owned and foreclosed assets $ — $ — $ 338

Loans transferred to other real estate owned and foreclosed assets $ 9,791 $ 2,275 $ 4,086

1 unchanged sentence

The accompanying notes are an integral part of these consolidated financial statements.

FIRSTSUN CAPITAL BANCORP and Subsidiaries

FIRSTSUN CAPITAL BANCORP

Notes to Consolidated Financial Statements

2 unchanged sentences

Principles of Consolidation - The consolidated financial statements include the accounts of FirstSun Capital Bancorp (“FirstSun” or “Parent Company”) and its wholly-owned subsidiaries, Sunflower Bank, N.A.

(the “Bank”), Logia Portfolio Management, LLC, and FEIF Capital Partners, LLC, and have been prepared using U.S.

(the “Bank”), Sunflower Wealth Advisors LLC, and FEIF Capital Partners, LLC, and have been prepared using U.S.

generally accepted accounting principles (“U.S.

6 unchanged sentences

Its primary wealth management and trust products are 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.

Its primary lending products are residential mortgage, commercial and consumer loans.

Its primary lending products are commercial, residential mortgage and consumer loans.

Substantially all loans are secured by specific items of collateral, including business assets, consumer assets, and commercial and residential real estate.

Commercial and industrial loans are generally expected to be repaid from the borrower’s cash flow from operations.

Terminated Merger with HomeStreet - On November 18, 2024, FirstSun, Dynamis Subsidiary, Inc.

and HomeStreet, Inc.

agreed to terminate their previously announced merger agreement, originally announced on January 16, 2024, and amended on April 30, 2024, pursuant to a mutual termination agreement.

Pending Merger with First Foundation - On October 27, 2025, FirstSun and First Foundation Inc.

(“First Foundation”) entered into an Agreement and Plan of Merger, as amended by Amendment No.

1 dated February 6, 2026.

Under the merger agreement, First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving corporation (the “Merger”).

Immediately following the completion of the Merger, First Foundation’s wholly-owned bank subsidiary, First Foundation Bank, a California state-chartered bank, will merge with and into FirstSun’s wholly-owned bank subsidiary, Sunflower Bank, N.A., a national banking association, with Sunflower Bank continuing as the surviving bank.

If the Merger is completed, at the effective time of the Merger (i) each outstanding share of First Foundation common stock will be converted into the right to receive 0.16083 of a share of FirstSun common stock, plus cash in lieu of fractional shares, subject to certain exceptions;

and (ii) each outstanding share of First Foundation Series A Noncumulative Convertible Preferred Stock and each outstanding share of First Foundation Series C Non-Voting Common Equity Equivalent Stock (collectively, the “First Foundation Preferred Stock”) will be converted into the right to receive 0.16083 of a share of FirstSun common stock, plus cash in lieu of fractional shares, for the number of shares of First Foundation common stock into which such shares of First Foundation Preferred Stock were convertible immediately prior to the effective time of the Merger, subject to certain exceptions.

Immediately prior to the effective time of the Merger, each outstanding warrant to acquire shares of First Foundation Series C Non-Voting Common Equity Equivalent Stock will be exercised and terminated pursuant to a Warrant Exercise and Termination Agreement.

Immediately prior to the effective time of the Merger, each holder of First Foundation warrants will automatically exercise its warrants on a cashless basis and receive First Foundation Series C Non-Voting Common Equity Equivalent Stock together with its pro rata share of an aggregate cash payment of approximately $ 17.5 million to all warrant holders.

The First Foundation Series C Non-Voting Common Equity Equivalent Stock received by warrant holders upon exercise will be exchanged in the Merger for shares of FirstSun common stock as described above.

Subsequent Events - We evaluate events occurring subsequent to the balance sheet date to determine whether the events required recognition or disclosure in the financial statements.

13 unchanged sentences

Declines in the local or statewide economies could have an adverse impact on our borrowers’ financial condition.

Specifically, inflation and higher interest rates, along with monetary events, can cause some of

our business customers who have greater operating cash needs to draw on their deposits with us to meet expenses.

Specifically, inflation and higher interest rates, along with monetary events, can cause some of our business customers who have greater operating cash needs to draw on their deposits with us to meet expenses.

Adverse developments affecting real estate values in one or more of our markets could increase our credit risk associated with our loan portfolio.

7 unchanged sentences

For standards that we have delayed adoption, we may lack comparability to other companies who have adopted such standards.

In June of 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses:

Measurement of Credit Losses on Financial Instruments , which significantly changes the way that entities are required to measure credit losses.

The new standard requires that the estimated credit loss be based upon an “expected credit loss” approach rather than the “incurred loss” approach previously required.

The new approach requires entities to measure all expected credit losses for financial assets over their expected lives based on historical experience, current conditions, and reasonable and supportable forecasts of collectability.

The expected credit loss model requires earlier recognition of credit losses than the incurred loss approach.

We expect ongoing changes in the allowance for credit losses will be driven primarily by the growth of our loan portfolio, credit quality, and the economic environment and related projections at that time.

In addition, the ASU developed a new accounting treatment for purchased financial assets with credit deterioration.

The ASU also modifies the other-than-temporary impairment model for available-for-sale debt securities and held-to-maturity debt securities by requiring companies to record an allowance for credit impairment rather than write-downs of such assets.

Management has reviewed this update and other ASUs that were subsequently issued to further clarify the implementation guidance outlined in ASU 2016-13.

We adopted the amendments of these ASUs as of 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.

The adoption of this ASU, as it relates to available-for-sale debt securities and held-to-maturity debt securities, did not have a material impact on the consolidated financial statements as of January 1, 2023.

In March of 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses:

Troubled Debt Restructurings and Vintage Disclosures , which we adopted the amendments in this ASU as of January 1, 2023 prospectively.

In November of 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

We adopted the amendments in this ASU on January 1, 2024.

A description of each business and the methodologies used to measure financial performance is described in Note 21 - Segment Information .

In March of 2023, the FASB issued ASU 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” ASU 2023-02 allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

We adopted the amendments in this ASU as of January 1, 2025.

The adoption did not have a significant effect on our financial statements.

In December of 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740:

Improvements to Income Tax Disclosures , which requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold.

It also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things.

We adopted the amendments in this ASU for our annual financial statements in 2025, prospectively.

See Note 15 - Income Taxes .

Fair Value Measurement - Fair value is determined in accordance with Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement .

30 unchanged sentences

Any previously recognized allowance for credit losses (“ACL”) should be written off and the write-down in excess of such ACL would be recorded through a charge to the provision for credit losses.

For available-for-sale debt securities that do not meet the aforementioned criteria, management evaluates whether

the decline in fair value has resulted from credit losses or other factors.

For available-for-sale debt securities that do not meet the aforementioned criteria, management evaluates whether the decline in fair value has resulted from credit losses or other factors.

In making this assessment, management considers the cash position of the issuer and its cash and capital generation capacity, which could increase or diminish the issuer’s ability to repay its bond obligations, the extent to which the fair value is less than the amortized cost basis, any adverse change to the credit conditions and liquidity of the issuer, taking into consideration the latest information about the financial condition of the issuer, credit ratings, the failure of the issuer to make scheduled principal or interest payments, recent legislation and government actions affecting the issuer’s industry, and actions taken by the issuer to deal with the economic climate.

Management also takes into consideration changes in the near-term prospects of the underlying collateral of a security, if any, such as changes in default rates, loss severity given default, and significant changes in prepayment assumptions and the level of cash flow generated from the underlying collateral, if any, supporting the principal and interest payments on the debt securities.

Management also takes into

consideration changes in the near-term prospects of the underlying collateral of a security, if any, such as changes in default rates, loss severity given default, and significant changes in prepayment assumptions and the level of cash flow generated from the underlying collateral, if any, supporting the principal and interest payments on the debt securities.

If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security.

14 unchanged sentences

Most of these loans are sold with servicing rights retained.

The changes in fair value of loans held-for-sale are measured and recorded in income from mortgage banking services.

The changes in fair value of loans held-for-sale are measured and recorded in mortgage banking services.

Loan origination fees are recorded in the period of origination.

6 unchanged sentences

Consumer and credit card loans are typically charged off no later than 120 days past due.

Past due status is based on the contractual terms of the

Past due status is based on the contractual terms of the loan.

In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest in full is considered doubtful.

Nonaccrual loans and loans past due 90 days still on accrual include both smaller homogenous loans that are collectively evaluated for impairment and individually classified impaired loans.

Nonaccrual loans and loans past due 90 days still on accrual are classified as nonperforming loans.

When discontinued, all unpaid interest is reversed.

Interest is included in income after the date the loan is placed on nonaccrual status only after all principal has been paid or when the loan is returned to accrual status.

The loan is returned to accrual status only when the borrower has brought all past-due principal and interest payments current and, in the opinion of management, has demonstrated the ability to make future payments of principal and interest as scheduled.

The loan is returned to accrual status only when the borrower has brought all past-due principal and interest payments

current and, in the opinion of management, has demonstrated the ability to make future payments of principal and interest as scheduled.

Acquired Loans – Loans acquired through a purchase or a business combination are recorded at their fair value as of the acquisition date.

25 unchanged sentences

The Bank often obtains some form of credit enhancement through a personal guaranty of the borrower, principals and/or others.

The global cash flow capability of commercial and industrial loan customers is generally evaluated both at underwriting and during the life of the loan.

The global cash flow capability of commercial and industrial loan

customers is generally evaluated both at underwriting and during the life of the loan.

Commercial and industrial loans may involve increased risk due to the expectation that repayments for such loans generally come from the operation of the business activity and those operations may be unsuccessful.

22 unchanged sentences

Loan credit quality and the adequacy of the allowance are also subject to periodic examination by regulatory agencies.

Such agencies may require adjustments to the allowance based upon their judgements about information available at the time of their examination.

Such agencies may require adjustments to the allowance based upon their judgments about information available at the time of their examination.

Management estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk via a contractual obligation to extend credit unless the obligation is unconditionally cancellable by the Bank.

11 unchanged sentences

We obtain third-party valuations quarterly to assess the reasonableness of the fair value calculated by the cash flow model.

Changes in the fair value of MSRs are charged or credited to income from mortgage banking services, net .

As a part of our mortgage servicing responsibilities, we advance funds when the borrower fails to meet contractual payments (e.g.

principal, interest, property taxes, and insurance).

Changes in the fair value of MSRs are charged or credited to mortgage banking services, net .

As a part of our mortgage servicing responsibilities, we advance funds when the borrower fails to meet contractual payments (e.g., principal, interest, property taxes, and insurance).

We also advance funds to maintain, report, and market foreclosed real estate properties on behalf of investors.

17 unchanged sentences

Restricted Equity Securities - Restricted equity securities consist of capital stock of the Federal Home Loan Bank of Dallas (FHLB) and the Federal Reserve Bank of Dallas (FRB).

Such stock is not readily marketable, and accordingly, is carried at cost.

Such stock is not readily marketable, and

accordingly, is carried at cost.

Members of the FHLB are required to own a certain amount of stock based on the level of borrowings and other factors.

15 unchanged sentences

These assets have been assigned 10 year lives from the date of acquisition.

Other intangible assets include the trade names of First National 1870 and Guardian Mortgage .

These trade names provide a source of market recognition to attract potential clients/relationships and retain existing customers.

Other intangible assets include the First National 1870 trade name.

The trade name provides a source of market recognition to attract potential clients/relationships and retain existing customers.

Management has indicated that portions of the business will utilize the First National 1870 trade name into perpetuity;

1 unchanged sentence

In December 2024, a decision was made to discontinue the use of the Guardian Mortgage tradename (see Note 6 - Core Deposits and Other Intangible Assets ).

Further, we have acquired certain customer relationships relating to wealth management.

We also have acquired certain customer relationships relating to wealth management.

These customer relationships have been assigned amortization periods of 10 to 16 years.

2 unchanged sentences

If impairment is indicated, an adjustment is made to reduce the carrying amount based on the difference between the future cash flows expected and the carrying amount of the asset.

During the years ended December 31, 2024 and 2023 there was no impairment of long-lived assets, respectively.

During the year ended December 31, 2022 we recorded impairment of $ 720 of long-lived assets.

During the year ended December 31, 2025, 2024 and 2023 there was no impairment of long-lived assets, respectively.

Transfers of Financial Assets - Transfers of financial assets are accounted for as sales when control over the assets has been relinquished.

5 unchanged sentences

(a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.

Further, qualitative disclosures are required that explain our objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

Further, qualitative disclosures are required that explain our objectives and strategies for using derivatives, as well as quantitative

disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

As required by ASC Topic 815, we record all derivatives on the consolidated balance sheet at fair value.

7 unchanged sentences

In accordance with the fair value measurement guidance in ASU Topic 2011-04, Fair Value Measurement (Topic 820), we made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

The FASB has issued standards associated with the cessation of LIBOR, including ASU 2022-06 that further defers the sunset date of ASU 2020-04 and ASU 2021-01 Reference Rate Reform (Topic 848) from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

We have elected to apply the contract modification guidance included within Topic 848.

Since December 31, 2021, we have not issued debt indexed to USD-LIBOR and as of December 31, 2024, we have fully transitioned from the use of LIBOR on all contracts.

Risk Management Objective of Using Derivatives

4 unchanged sentences

Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our loan portfolio.

The initial and subsequent changes in value, as well as the offsetting gain or loss of banking derivative financial instruments that qualify as fair value hedges, and any fees income generated are recorded as a component of interest and fee income on loans in our consolidated statements of income and comprehensive income.

The initial and subsequent changes in value, as well as the offsetting gain or loss of banking derivative financial instruments that qualify as fair value hedges, and any fee income generated are recorded as a component of interest and fee income on loans in our consolidated statements of income and comprehensive income.

Mortgage Banking Activities - Our mortgage bankers enter into interest rate lock commitments (IRLC) with prospective borrowers.

An IRLC represents an agreement to purchase loans from a third-party originator or an agreement to extend credit to a mortgage applicant, whereby the interest rate is set prior to funding.

The loan commitment binds us (subject to the loan approval process) to fund the loan at the specified rate, regardless of

whether interest rates have changed between the commitment date and the loan funding date.

The loan commitment binds us (subject to the loan approval process) to fund the loan at the specified rate, regardless of whether interest rates have changed between the commitment date and the loan funding date.

Outstanding interest rate lock commitments are subject to interest rate risk and related price risk during the period from the date of the commitment through the loan funding date or expiration date.

5 unchanged sentences

The estimated fair values of IRLCs are based on the fair value of the related mortgage loans which is based upon observable market data.

The initial and subsequent changes in value of IRLCs are recorded as a component of income from mortgage banking services, net, in our consolidated statements of income and comprehensive income.

The initial and subsequent changes in value of IRLCs are recorded as a component of mortgage banking services, net, in our consolidated statements of income and comprehensive income.

We actively manage the risk profiles of our IRLCs and mortgage loans held-for-sale on a daily basis.

To manage the price risk associated with IRLCs, we enter into forward sales of mortgage-backed securities (MBS) in an amount equal to the portion of the IRLC expected to close, assuming no change in mortgage interest rates.

In addition, to manage the interest rate risk associated with mortgage loans held-for-sale, we enter into forward sales of MBS to deliver mortgage loans to third-party investors.

In addition, to manage the interest rate risk associated with mortgage loans held-for-sale, we enter into forward sales

of MBS to deliver mortgage loans to third-party investors.

The estimated fair values of forward sales of MBS and forward sales commitments are based on exchange prices or the dealer market price.

The initial and subsequent changes in value on forward sales of MBS and forward sales commitments are a component of income from mortgage banking services, net, in our consolidated statements of income and comprehensive income.

The initial and subsequent changes in value on forward sales of MBS and forward sales commitments are a component of mortgage banking services, net, in our consolidated statements of income and comprehensive income.

We also occasionally enter into contracts with other mortgage bankers to purchase residential mortgage loans at a future date, which we refer to as Loan Purchase Commitments (LPCs).

LPCs are accounted for as derivatives under ASC Topic 815 and recorded at fair value in prepaid expenses and other assets on our consolidated balance sheets.

Subsequent changes in LPCs are recorded as a charge or credit to income from mortgage banking services, net, in our consolidated statements of income and comprehensive income.

Subsequent changes in LPCs are recorded as a charge or credit to mortgage banking services, net, in our consolidated statements of income and comprehensive income.

We utilize derivative instruments to help manage the fair value changes in our MSRs.

3 unchanged sentences

These derivative products are accounted for and recorded at fair value in prepaid expenses and other assets or accrued expenses and other liabilities on our consolidated balance sheets.

Subsequent changes are recorded to income from mortgage banking services, net, in our consolidated statements of income and comprehensive income.

Subsequent changes are recorded to mortgage banking services, net, in our consolidated statements of income and comprehensive income.

Lease Commitments - We determine if an arrangement is a lease or contains a lease at inception.

3 unchanged sentences

We determine lease classification as operating or finance at the lease commencement date.

We combine lease and non-lease components, such as common area and other maintenance costs, in calculating the ROU assets and lease liabilities for our office buildings.

At lease inception, the lease liability is measured at the present value of the lease payments over the lease term.

11 unchanged sentences

Advertising - Advertising costs are expensed as incurred and recorded within other noninterest expense.

Earnings Per Share - Basic and diluted earnings per share are computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during each period.

Share-Based Compensation - Compensation cost is recognized for stock options, non-vested restricted stock awards/stock units, and performance share units issued to employees and directors, based on the fair value of these awards at the date of the grant.

Earnings Per Share - Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during each period, excluding outstanding participating securities.

Participating securities include unexercised stock options, non-vested restricted stock awards/share units with a service condition and non-vested performance share units, including market-based awards.

Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding determined for basic earnings per share plus the dilutive effect of stock compensation using the treasury stock method.

Share-Based Compensation - Compensation cost is recognized for stock options, non-vested restricted stock awards/stock units, performance share units, and market-based awards issued to employees and directors, based on the fair value of these awards at the date of the grant.

A Black-Scholes model is utilized to estimate the fair value of stock options.

The fair value of non-vested stock awards/stock units and performance share units is generally the market price of our stock on the date of grant.

A Monte Carlo simulation is utilized to estimate the fair value of market-based awards.

The Monte Carlo simulation model is built on certain assumption including our stock volatility.

We cannot predict the prices at which our common stock will trade in the future.

Compensation cost is recognized over the required service period, generally defined as the vesting period.

For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

Compensation cost related to awards with market conditions are recognized regardless of whether the market condition is satisfied and is not reversed provided that the requisite service period has been completed.

We recognize forfeitures as they occur.

24 unchanged sentences

To the extent that we do not comply with such representations, or there are early payment defaults, we may be required to repurchase the loans or indemnify these investors for any losses from borrower defaults.

In addition, if loans pay

off within a specified time frame, we may be required to refund a portion of the sales proceeds to the investors.

In addition, if loans pay off within a specified time frame, we may be required to refund a portion of the sales proceeds to the investors.

We have established reserves for potential losses related to these representations and warranties which is recorded within accrued expenses and other liabilities.

4 unchanged sentences

Recent Accounting Pronouncements Not Yet Adopted - ASU No.

2023-02, “Investments - Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” ASU 2023-02 is intended to improve the accounting and disclosures for investments in tax credit structures.

ASU 2023-02 allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

Previously, this method was only available for qualifying tax equity investments in low-income housing tax credit structures.

ASU 2023-02 will be effective for us on January 1, 2025 and its adoption is not expected to have a significant effect on our financial statements.

ASU 2023-06, “Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” ASU 2023-06 amends the ASC to incorporate certain disclosure requirements from SEC Release No.

33-10532 - Disclosure Update and Simplification that was issued in 2018.

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities.

ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption.

The prescribed categories include, among other things, employee compensation, depreciation, and intangible asset amortization.

Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

ASU 2024-03 will be effective for us, on a prospective basis, for annual periods beginning in 2027, and interim periods within fiscal years beginning in 2028, though early adoption and retrospective application is permitted.

ASU 2024-03 is not expected to have a significant impact on our financial statements.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” ASU 2023-09 requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold.

ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things.

ASU 2023-09 is effective for us on January 1, 2026, though early adoption is permitted.

2025-05, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 provides all entities, when developing reasonable and supportable forecasts as part of estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under ASC Topic 606 - Revenue from Contracts with Customers, a practical expedient whereby entities can assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-05 will be effective in 2026 and is not expected to have a significant impact on our financial statements.

2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 simplifies and modernizes the accounting for internal-use software by removing prescriptive project stage guidance and introducing a new capitalization threshold.

Under the revised standard, software development costs are capitalized when management authorizes and commits funding for the project and it is probable the software will be completed and used as intended.

ASU 2025-05 will be effective in 2028 and is not expected to have a significant impact on our financial statements.

ASU 2025‑08, “Financial Instruments - Credit Losses (Topic 326):

Purchased Loans.” ASU 2025-08 expands the scope of the “gross‑up” method, formerly applicable only to purchased credit‑deteriorated (“PCD”) assets, to include acquired non‑PCD loans that meet certain criteria, now referred to as “purchased seasoned loans” (PSLs).

Under this model, an allowance for expected credit losses is recognized at acquisition, offsetting the loan’s amortized cost basis, thereby eliminating the day-one credit‑loss expense previously required for non‑PCD assets.

PSLs are defined as non‑PCD loans acquired either (i) through a business combination, or (ii) purchased more than 90 days after origination when the acquirer was not involved in origination.

ASU 2025-08 will be effective for us, on a prospective basis for loans acquired on or after the adoption date, for interim and annual reporting periods beginning in 2027, though early adoption is permitted.

ASU 2025-08 is not expected to have a significant impact on our financial statements and we plan to early adopt on January 1, 2026.

ASU 2025‑09, “Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements.” ASU 2025-09 amends ASC 815 to align hedge accounting more closely with an entity’s economic risk management practices.

Key amendments include (i) to allow designating a variable price component of a nonfinancial forecasted purchase or sale as the hedged risk, (ii) to allow grouping individual forecasted transactions with similar (not identical) risk exposures, (iii) a new model for hedging forecasted interest on variable-rate debt, enabling changes in index or tenor without dedesignation, subject to simplifying assumptions, and (iv) additional clarifications related to hedge accounting of nonfinancial components, net written options, and dual-hedge strategies.

ASU 2025-09 will be effective for us beginning in 2027, though early adoption is permitted.

ASU 2025-09 is not expected to have a significant impact on our financial statements.

ASU 2025‑11, “Interim Reporting (Topic 270):

Narrow‑Scope Improvements.” ASU 2025-11 clarifies and enhances guidance under ASC 270 on interim financial reporting by (i) clarifying the scope of ASC 270 such that it now explicitly applies only to entities that issue complete interim financial statements and related notes under U.S.

GAAP, (ii) establishing clear guidance on the form of interim statements and notes, incorporating a comprehensive list of required interim disclosures drawn from across the ASC, and (iii) introducing a requirement

to disclose material events and changes occurring after the end of the last annual period that could impact interim results.

ASU 2025-11 will be effective for us for interim periods beginning in 2028, though early adoption is permitted.

ASU 2025-11 is not expected to have a significant impact on our financial statements.

NOTE 2 - Securities

67 unchanged sentences

Mortgage backed - commercial 1,705 ( 51 ) 112,801 ( 12,853 ) 114,506 ( 12,904 ) 23

Other debt — — 15,556 ( 1,236 ) 15,556 ( 1,236 ) 9

Total available-for-sale $ 16,278 $ ( 112 ) $ 400,806 $ ( 52,597 ) $ 417,084 $ ( 52,709 ) 194

18 unchanged sentences

Held-to-maturity:

Due within 1 year $ 696 $ 692

Due after 1 year through 5 years 360 361

3 unchanged sentences

Securities with a carrying value of $ 361,877 and $ 460,387 were pledged to secure public deposits, securities sold under agreements to repurchase and borrowed funds at December 31, 2025 and 2024, respectively.

There were no proceeds from sales and calls of securities for the years ended December 31, 2024 and 2023.

There were proceeds from sales and calls of securities of $ 1,895 for the year ended December 31, 2025.

There were no proceeds from sales and calls of securities the years ended December 31, 2024 and 2023.

For the years ended December 31, 2025, 2024 and 2023 there were no gross investment gains or losses resulting from the sale of securities.

23 unchanged sentences

Allowance for credit losses:

Balance, beginning of period $ 29,523 $ 27,546 $ 16,345 $ 5,337 $ 717 $ 930 $ 80,398

Balance, beginning of year $ 38,489 $ 28,323 $ 15,450 $ 4,750 $ 750 $ 459 $ 88,221

Provision for (benefit from) credit losses 29,772 ( 3,926 ) ( 2,127 ) 114 213 1,004 25,050

1 unchanged sentence

Recoveries 441 11 74 — 205 — 731

Balance, end of period $ 37,912 $ 28,323 $ 15,450 $ 4,750 $ 750 $ 1,036 $ 88,221

Balance, end of year $ 42,902 $ 24,408 $ 13,323 $ 2,942 $ 721 $ 720 $ 85,016

Allowance for credit losses:

Balance, beginning of period $ 40,785 $ 19,754 $ 2,963 $ 1,664 $ 352 $ 399 $ 65,917

Impact of adopting ASC 326

( 13,583 ) 3,867 10,256 3,890 249 577 5,256

Balance, beginning of year $ 29,830 $ 27,546 $ 16,345 $ 5,337 $ 717 $ 623 $ 80,398

Provision for (benefit from) credit losses 28,221 1,243 ( 865 ) ( 587 ) 352 ( 164 ) 28,200

1 unchanged sentence

Recoveries 1,181 9 8 — 119 — 1,317

Balance, end of period $ 29,523 $ 27,546 $ 16,345 $ 5,337 $ 717 $ 930 $ 80,398

Balance, end of year $ 38,489 $ 28,323 $ 15,450 $ 4,750 $ 750 $ 459 $ 88,221

Allowance for credit losses:

Balance, beginning of period $ 31,622 $ 13,198 $ 836 $ 1,544 $ 235 $ 112 $ 47,547

Provision for credit losses 9,248 6,168 2,028 120 199 287 18,050

Balance, beginning of year $ 40,908 $ 19,743 $ 2,963 $ 1,664 $ 351 $ 288 $ 65,917

Impact of adopting ASC 326

( 13,583 ) 3,867 10,256 3,890 249 577 5,256

Provision for (benefit from) credit losses 10,629 4,007 2,457 ( 217 ) 401 ( 242 ) 17,035

Loans charged-off ( 9,242 ) ( 83 ) ( 13 ) — ( 334 ) — ( 9,672 )

Recoveries 1,118 12 682 — 50 — 1,862

Balance, end of period $ 40,785 $ 19,754 $ 2,963 $ 1,664 $ 352 $ 399 $ 65,917

Balance, end of year $ 29,830 $ 27,546 $ 16,345 $ 5,337 $ 717 $ 623 $ 80,398

We determine the allowance for credit losses estimate on at least a quarterly basis.

103 unchanged sentences

Pass $ 35,233 $ 4,457 $ 1,309 $ 109,040 $ 29,471 $ 17,717 $ 10,460 $ — $ 207,687

Substandard - Nonaccrual — — 1,674 — — — — — 1,674

Pass/Watch — — — — — 878 — — 878

Special Mention — — — — 1,803 — — — 1,803

Total multifamily $ 35,233 $ 4,457 $ 1,309 $ 109,040 $ 31,274 $ 18,595 $ 10,460 $ — $ 210,368

Gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

2025 2024 2023 2022 2021 Prior Revolving Loans

Converted to Term Revolving Total

Total commercial real estate:

7 unchanged sentences

Gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

2024 2023 2022 2021 2020 Prior Revolving Loans

Converted to Term Revolving Total

Residential real estate:

8 unchanged sentences

Pass $ 6,725 $ 30,469 $ 1,066 $ — $ 41,450 $ 418,758 $ — $ 3,114 $ 501,582

Substandard - Nonaccrual — — — — — 7,226 — — 7,226

Total public finance $ 6,725 $ 30,469 $ 1,066 $ — $ 41,450 $ 418,758 $ — $ 3,114 $ 501,582

2 unchanged sentences

Pass/Watch 27 — 3 5 100 508 61 144 848

Special Mention — — — 1 — — — — 1

Substandard - Accruing — — — — — — 4 — 4

Substandard - Nonaccrual — — — — 2 44 — — 46

3 unchanged sentences

Pass/Watch — — — — 672 — — 3,004 3,676

Substandard - Nonaccrual — — — — — 2,391 — — 2,391

Total other $ 11,659 $ 4,945 $ — $ 7,321 $ 9,800 $ 6,545 $ — $ 17,928 $ 58,198

40 unchanged sentences

Special Mention — — 41,413 — — — — — 41,413

Substandard - Nonaccrual — — — 185 — — — — 185

Total construction & land $ 15,602 $ 54,903 $ 243,815 $ 6,749 $ 3,745 $ 4,429 $ 3,436 $ 29,998 $ 362,677

1 unchanged sentence

Pass $ 4,408 $ 1,338 $ 36,156 $ 32,878 $ 4,866 $ 7,502 $ 5,533 $ — $ 92,681

Special Mention — — — — 1,305 — — — 1,305

Substandard - Nonaccrual — — 1,674 — — — — — 1,674

Total multifamily $ 4,408 $ 1,338 $ 37,830 $ 32,878 $ 4,866 $ 7,502 $ 5,533 $ — $ 94,355

Gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

2023 2022 2021 2020 2019 Prior Revolving Loans Converted to Term Revolving Total

Total commercial real estate:

7 unchanged sentences

Gross charge-offs $ — $ — $ — $ — $ 270 $ 205 $ — $ — $ 475

2024 2023 2022 2021 2020 Prior Revolving Loans Converted to Term Revolving Total

Residential real estate:

8 unchanged sentences

Pass $ 29,860 $ 19,986 $ — $ 42,558 $ 130,447 $ 322,066 $ — $ 2,641 $ 547,558

Substandard - Accruing — — — — 7,468 — — — 7,468

Substandard - Nonaccrual — — — — — 7,226 — — 7,226

Total public finance $ 29,860 $ 19,986 $ — $ 42,558 $ 130,447 $ 329,292 $ — $ 2,641 $ 554,784

30 unchanged sentences

Owner occupied — — 1,018 1,018 —

Multifamily — — 1,674 1,674 —

Total commercial real estate 3,617 102 1,582 5,199 102

Residential real estate 1,976 101 19,150 21,126 101

Public Finance 7,226 1,460 — 7,226 1,460

Consumer 43 43 3 46 43

Other 2,391 159 — 2,391 159

Total loans $ 17,613 $ 5,440 $ 42,468 $ 60,081 $ 5,440

3 unchanged sentences

Owner occupied — — 3,278 3,278 —

Construction and land — — 185 185 —

Multifamily — — 1,674 1,674 —

Total commercial real estate — — 9,302 9,302 —

Residential real estate 1,409 154 18,811 20,220 154

Public Finance 7,226 1,460 — 7,226 1,460

Consumer 64 64 — 64 64

21 unchanged sentences

Commercial real estate:

Non-owner occupied — — — — — 1,936 — 0.3 %

Owner occupied — 1,018 — 1,215 — — — 0.3 %

4 unchanged sentences

Commercial real estate:

Non-owner occupied — — — — — 1,936 — 0.3 %

Owner occupied — 3,748 — 2,737 — — — 0.9 %

Total commercial real estate — 3,748 — 2,737 — 1,936 — 0.4 %

Residential real estate — — 519 — 287 — — 0.1 %

Total loans $ 952 $ 19,409 $ 884 $ 2,737 $ 812 $ 1,936 $ 190 0.4 %

Modifications made to the loans presented in the tables above to borrowers experiencing financial difficulty for the years ended December 31, 2024 and 2023 were short-term in nature.

There were no commitments to lend additional funds to these borrowers at December 31, 2024.

Modifications made to the loans presented in the tables above to borrowers experiencing financial difficulty for the years ended December 31, 2025 and 2024 were short-term in nature, generally less than one year.

There were commitments to lend additional funds to these borrowers of $ 3,050 at December 31, 2025.

The financial effects of our loan modifications made to borrowers experiencing financial difficulty during the years ended December 31, 2025 and 2024 were not significant.

8 unchanged sentences

Commercial real estate:

Non-owner occupied 1,936 — — — — 1,936

Owner occupied 1,215 — — — 1,018 2,233

Construction and land — — — — — —

Multifamily — — — — — —

Total commercial real estate 7,755 — — — 666 8,421

Residential real estate 426 763 — — — 1,189

Public Finance — — — — — —

Consumer — — — — — —

Other — — — — — —

Total loans $ 22,353 $ 828 $ — $ — $ 19,178 $ 42,359

9 unchanged sentences

2025 2024 2023

Balance, beginning of period $ 76,701 $ 74,097 $ 47,392

Balance, beginning of year $ 84,258 $ 76,701 $ 74,097

Servicing resulting from transfers of financial assets 14,584 12,271 9,253

2 unchanged sentences

Changes in fair value due to pay-offs, pay-downs, and runoff ( 10,431 ) ( 8,421 ) ( 6,679 )

Balance, end of period $ 84,258 $ 76,701 $ 74,097

Balance, end of year $ 86,651 $ 84,258 $ 76,701

The following represents the weighted-average key assumptions used to estimate the fair value of MSRs as of December 31,:

20 unchanged sentences

Software 1 - 7 years

13,197 10,678

Construction in progress N/A 3,165 1,747

12 unchanged sentences

Balance, beginning of year $ 1,020 $ 6,026 $ 388 $ — $ 7,434

Impairment ( 780 ) — — — ( 780 )

Amortization — ( 2,196 ) ( 216 ) — ( 2,412 )

Other — — ( 39 ) — ( 39 )

Balance, end of year $ 1,020 $ 3,830 $ 133 $ — $ 4,983

Balance, beginning of year $ 1,800 $ 8,621 $ 563 $ — $ 10,984

Additions — — — — —

Impairment ( 780 ) — — — ( 780 )

Amortization — ( 2,595 ) ( 175 ) — ( 2,770 )

1 unchanged sentence

Balance, beginning of year $ 1,800 $ 13,159 $ 748 $ 99 $ 15,806

Additions — 11,327 — 444 11,771

Amortization — ( 4,538 ) ( 185 ) ( 99 ) ( 4,822 )

Balance, end of year $ 1,800 $ 8,621 $ 563 $ — $ 10,984

During the year ended December 31, 2024 we impaired the tradename for Guardian Mortgage as we are in the process of rebranding our mortgage lending division as Sunflower Bank Mortgage Lending.

During the year ended December 31, 2024 we impaired the tradename for Guardian Mortgage related to the rebranding of our mortgage lending division as Sunflower Bank Mortgage Lending.

During the years ended December 31, 2025, 2024 and 2023, there was no indication of impairment of our core deposits and other intangible assets.

11 unchanged sentences

The hedges were determined to be effective during all periods presented and we expect the hedges to remain effective during their remaining terms.

Derivatives not designated as hedges are not speculative and result from a service we provide to certain customers.

Derivatives not designated as hedges are not speculative and instead result from a service we provide to certain customers.

We execute interest rate swaps with banking customers to facilitate their respective risk management strategies.

22 unchanged sentences

2025 2024 2023

Recorded gain on banking derivative assets $ 10,118 $ 4,482 $ 28,783

Recorded loss on banking derivative liabilities $ ( 9,962 ) $ ( 4,820 ) $ ( 27,973 )

Recorded (loss) gain on banking derivative assets $ ( 1,048 ) $ 10,118 $ 4,482

Recorded gain (loss) on banking derivative liabilities $ 818 $ ( 9,962 ) $ ( 4,820 )

For the years ended December 31, 2025, 2024 and 2023 our banking derivative financial instruments not designated as hedging instruments generated fee income of $ 2,218 , $ 704 and $ 1,451 , respectively.

3 unchanged sentences

As of December 31, 2025 and 2024, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $ 15,092 and $ 22,391 , respectively.

As of December 31, 2024 and 2023, we have minimum collateral posting thresholds with our derivative counterparties and have posted collateral of $ 5,890 and $ 9,040 , respectively.

As of December 31, 2025 and 2024, we had minimum collateral posting thresholds with our derivative counterparties and have posted collateral of $ 7,120 and $ 5,890 , respectively.

If we had breached any of these provisions at December 31, 2025, we could have been required to settle our obligations under the agreements at their termination value of $ 15,092 .

4 unchanged sentences

Derivative financial instruments

Forward MBS trades 2025 $ 86,000 $ 464

Interest rate lock commitments (IRLC) 2026 $ 57,215 $ 444

Forward MBS trades 2026 $ 116,500 $ 376

Futures 2026 $ 94,400 $ 418

Derivative financial instruments

Futures 2024 $ 28,700 $ 2,153

Forward MBS trades 2025 $ 86,000 $ 464

Forward MBS trades 2024 $ 77,000 $ 606

Interest rate lock commitments (IRLC) 2025 $ 44,701 $ 110

Futures 2025 $ 44,900 $ 1,002

We recorded gains and losses on mortgage banking derivatives assets as follows for the years ended December 31,:

1 unchanged sentence

Recorded gain (loss) on mortgage banking derivative assets $ 334 $ 928 $ ( 857 )

Recorded loss on mortgage banking derivative liabilities $ ( 4,370 ) $ ( 642 ) $ ( 15,863 )

Recorded gain (loss) on mortgage banking derivative liabilities $ 1,264 $ ( 4,370 ) $ ( 642 )

NOTE 8 - Prepaid Expenses and Other Assets

The components of prepaid expenses and other assets consisted of the following as of December 31,:

CRA investments $ 59,564 $ 25,219

Loans subject to unilateral repurchase rights - Ginnie Mae 31,705 36,600

Derivative financial instruments 36,088 35,080

Right-of-use asset on leased property 27,256 22,476

CRA investments 25,219 4,370

Derivative financial instruments 22,384 36,088

Deferred compensation plan 18,278 15,390

Prepaid expenses 8,937 10,377

Fiserv ATM compensating balance 6,442 10,107

Federal and state tax receivables, net 2,061 3,640

Escrows 4,516 5,180

Artwork 944 944

Federal and state tax receivables, net 163 2,061

SBA servicing rights — 107

4 unchanged sentences

The composition of our deposits is as follows as of December 31,:

Noninterest-bearing demand deposit accounts $ 1,541,158 $ 1,530,506

Noninterest-bearing deposit accounts $ 1,651,373 $ 1,541,158

Interest-bearing deposit accounts:

Interest-bearing demand accounts 685,865 534,540

Savings accounts and money market accounts 2,834,123 2,446,632

NOW accounts 45,539 56,819

Certificate of deposit accounts:

Demand and NOW 848,661 731,404

Savings 378,631 402,338

Money market 2,937,017 2,431,785

Certificates of deposit:

Less than $100 681,588 781,109

6 unchanged sentences

Interest-bearing deposit accounts:

Interest-bearing demand accounts $ 22,468 $ 11,235 $ 1,637

Savings accounts and money market accounts 48,477 30,977 7,569

NOW accounts 545 339 138

Certificate of deposit accounts 79,161 58,804 3,810

Demand and NOW $ 25,001 $ 23,013 $ 11,574

Savings 2,253 2,834 2,676

Money market 64,945 45,643 28,301

Certificates of deposit 53,139 79,161 58,804

Total interest-bearing deposit accounts $ 145,338 $ 150,651 $ 101,355

The remaining maturity on certificate of deposit accounts is as follows as of December 31, 2024:

The remaining maturity on certificates of deposit is as follows as of December 31, 2025:

2026 $ 1,263,918

Thereafter 1,401

Total certificate of deposit accounts $ 1,565,575

Total certificates of deposit $ 1,291,674

NOTE 10 - Securities Sold Under Agreements to Repurchase

13 unchanged sentences

Rate Amount Weighted

Variable rate line-of-credit advance $ — N/A $ 389,468 5.55 %

Variable rate line-of-credit advance $ — N/A $ — N/A

Fixed rate term advance $ — N/A $ 135,000 4.60 %

13 unchanged sentences

No amounts were drawn on these lines-of-credit in 2025.

Convertible Notes Payable :

On August 31, 2023, the convertible notes of $ 5,456 matured and were repaid in full.

The conversion feature was not exercised at maturity.

Accretion expense for the years ended December 31, 2023 and 2022 was $ 101 and $ 1,131 , respectively.

Subordinated Debt :

1 unchanged sentence

In June and August 2020, we issued a total of $ 40,000 subordinated notes.

The notes pay interest at a fixed rate of 6.00 % through June 30, 2025 and subsequently, until maturity, pay interest at a floating rate of three month term SOFR plus 5.89 % reset quarterly.

The notes pay interest at a fixed rate of 6.00 % through June 30, 2025 and subsequently, until maturity, pay interest at a floating rate of three-month term SOFR plus 5.89 % ( 10.18 % as of September 30, 2025) reset quarterly.

Interest is payable on July 1 and January 1 of each year.

Such notes are due on July 1, 2030.

The notes are not redeemable within the first five years of issuance, except under certain very limited conditions.

After five years, we may redeem the notes at our discretion.

Such notes are due on July 1, 2030, but were redeemed in full on October 1, 2025.

We incurred and capitalized $ 933 of costs related to the issuance of the subordinated notes.

As of and for the years ended December 31, 2025, 2024 and 2023, the amortization associated with the debt issuance costs totaled $ 514 , $ 93 and $ 93 , respectively.

Future amortization of the debt issuance costs is expected as follows:

Thereafter 49

Total future amortization $ 514

Subordinated Note - 2022 :

6 unchanged sentences

We incurred and capitalized $ 534 of costs related to the issuance of the subordinated note.

As of and for the years ended December 31, 2024, 2023 2022, the amortization associated with the debt issuance costs totaled $ 53 , $ 54 and $ 51 , respectively.

As of and for the years ended December 31, 2025, 2024 2023, the amortization associated with the debt issuance costs totaled $ 53 for all three years, respectively.

Future amortization of the debt issuance costs is expected as follows:

17 unchanged sentences

The components of accrued expenses and other liabilities consisted of the following as of December 31,:

Loans subject to unilateral repurchase rights - Ginnie Mae $ 36,600 $ 23,430

Salary and employee benefits $ 38,713 $ 37,266

LIHTC delayed equity contribution 36,341 10,366

Loans subject to unilateral repurchase rights - Ginnie Mae 31,705 36,600

Lease liability 29,049 24,376

Derivative financial instruments 15,531 22,863

LIHTC delayed equity contribution 10,366 —

FRB courtesy inclearings 5,541 6,139

Professional fees 1,904 1,607

FRB courtesy in-clearings 5,122 5,541

Property taxes payable 1,278 1,259

Allowance for credit losses on unfunded commitments 1,209 1,659

MPF servicing principal and interest payable 1,039 963

Professional fees 1,035 1,904

Other 8,908 6,719

5 unchanged sentences

NOTE 13 - Earnings Per Share

Basic earnings per share, excluding dilution, is computed by dividing earnings available to common stockholders’ by the weighted average number of shares of common stock outstanding during the period.

Basic earnings per share, excluding dilution from participating securities, is computed by dividing earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock or resulted in the issuance of common stock that could then share in our earnings.

12 unchanged sentences

Diluted earnings per common share $ 3.47 $ 2.69 $ 4.08

There were no antidilutive securities for the years ended December 31, 2024 and 2023.

Convertible notes payable for 85,500 shares of common stock and stock-based awards for 1,699 were not considered in computing diluted earnings per share for the year ended December 31, 2022 because they were antidilutive.

Long-term incentive plan grants for ( 43,789 ) shares of common stock were not considered in computing diluted earnings per share for the year ended December 31, 2025, because they were antidilutive.

There were no antidilutive shares for the years ended December 31, 2024 and 2023, respectively.

NOTE 14 - Stockholders’ Equity

As of December 31, 2024 and 2023, the Company has 10,000,000 shares of preferred stock authorized, $ 0.0001 par value, of which none were issued or outstanding, respectively.

As of December 31, 2024 and 2023, the Company has 50,000,000 shares of common stock authorized, $ 0.0001 par value, of which 27,709,679 and 24,960,639 shares were issued and outstanding, respectively.

As of December 31, 2025 and 2024, the Company had 10,000,000 shares of preferred stock authorized, $ 0.0001 par value, of which none were issued or outstanding, respectively.

As of December 31, 2025 and 2024, the Company had 50,000,000 shares of common stock authorized, $ 0.0001 par value, of which 27,887,337 and 27,709,679 shares were issued and outstanding, respectively.

Dividends paid by the Company, if any, are substantially provided from Bank dividends.

The Bank may declare dividends without prior regulatory approval that do not exceed the total of retained net income for the current year combined with its retained net income for the preceding two years , subject to maintenance of minimum capital requirements.

During 2024 the Bank did not pay a dividend.

During 2023 and 2022, the Bank paid dividends totaling $ 26,000 and $ 8,000 , respectively, to the Parent Company.

During 2024, 2023 and 2022, Logia paid dividends totaling $ 720 , $ 595 and $ 700 , respectively, to the Parent Company.

The Parent Company did not declare or pay any dividend in 2024, 2023 or 2022.

Dividends received from subsidiaries were as follows for the years ended December 31,:

2025 2024 2023

Dividends from the Bank $ 7,600 $ — $ 26,000

Dividends from Sunflower Wealth Advisors, LLC 165 720 595

The Parent Company did not declare or pay any dividend to shareholder in 2025, 2024 or 2023.

Equity Incentive Plans :

1 unchanged sentence

The 2017 Equity Incentive Plan (the “2017 Plan”) provides for the grant of stock options, stock appreciation rights, restricted stock and other stock awards to its employees, directors and consultants for up to 1,977,292 shares of FirstSun common stock in the aggregate.

Option awards are generally granted with an exercise price of not less than the fair value of a share of the Company’s common stock at the date of grant, they vest 25 % on the first, second, third and fourth anniversaries following the date of grant and have 10 year contractual terms.

The fair value of each stock option award is estimated on the date of grant utilizing the Black-Scholes option pricing model.

Expected volatility was determined based on the median historical volatility of 25 to 30 comparable companies that were publicly traded for a period commensurate with the expected term of the options.

The expected term of the options was estimated to be the average of the contractual vesting term and time to contractual expiration.

The expected term of the options was estimated to be the average of the vesting term and time to expiration.

The risk-free rate for the expected term of the stock options was based on the U.S.

Treasury yield curve in effect at the date of grant.

The following table presents stock options outstanding as of and for the years ended December 31,:

The following table presents stock options outstanding as of and for the year ended December 31,:

Shares Weighted-Average

1 unchanged sentence

per Share Weighted-Average

Remaining Contractual

Remaining Term (years)

Outstanding, beginning of year 882,570 $ 20.39

Exercised ( 183,741 ) 20.95

Forfeited — —

Outstanding, end of year 882,570 $ 20.39 3.37

Options vested or expected to vest 882,570 $ 20.39

Options exercisable, end of year 876,095 $ 20.30 3.34

Outstanding, vested, and exercisable, end of year 698,829 $ 20.25 2.22

Outstanding, beginning of year 1,245,000 $ 20.25

1 unchanged sentence

Outstanding, end of year 882,570 $ 20.39 3.37

Options vested or expected to vest 1,245,000 $ 20.25

Options exercisable, end of year 1,198,624 $ 20.13 4.21

At December 31, 2024, there was $ 27 of total unrecognized compensation cost related to non-vested stock options.

The unrecognized compensation cost at December 31, 2024 is expected to be recognized over the following five

Options vested or expected to vest, end of year 882,570 $ 20.39

Options vested and exercisable, end of year 876,095 $ 20.30 3.34

At December 31, 2025, there was no unrecognized compensation cost related to non-vested stock options.

At December 31, 2025 and 2024, the intrinsic value of the stock options was $ 11,918 and $ 17,439 , respectively.

3 unchanged sentences

The LTIP is intended to qualify as a “top-hat” plan under ERISA that is unfunded and provides benefits only to a select group of management or highly compensated employees of FirstSun or the Bank.

In March 2024, we issued 11,739 shares of restricted stock that will fully vest in March 2025.

In May 2023, we issued 15,007 shares of restricted stock, 741 shares were forfeited during 2024 prior to vesting, the remaining 14,266 were fully vested in May 2024.

In May 2022, we issued 11,344 shares of restricted stock that were fully vested in May 2023.

Restricted stock and restricted stock units:

The following table presents non-vested restricted stock units outstanding with only a service condition as of and for the years ended December 31,:

Shares Weighted-Average

Issuance Price,

per Share Weighted-Average

Remaining Term (years)

Outstanding, beginning of year 11,739 $ 35.75

Issued 133,129 36.24

Vested, restriction released ( 26,463 ) 37.39

Forfeited ( 3,946 ) 35.80

Outstanding, end of year 114,459 $ 35.94 1.74

Outstanding, beginning of year 15,007 $ 26.99

Issued 11,739 35.75

Vested, restriction released ( 14,266 ) 26.99

Forfeited ( 741 ) 26.99

Outstanding, end of year 11,739 $ 35.75 0.25

At December 31, 2025, there was $ 2,812 of total unrecognized compensation cost related to the non-vested restricted stock.

In April 2024, we issued performance-based restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in March 2027.

At December 31, 2024, we determined it is probable that 92,460 shares will be issued based upon the probability that the performance conditions will be achieved.

At December 31, 2024, there was $ 2,462 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable shares.

In May 2023, we issued performance-based restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in April 2026.

At December 31, 2024, we determined it is probable that 83,099 shares will be issued based upon the probability that the performance conditions will be achieved.

At December 31, 2024, there was $ 969 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable shares.

In May 2022, we issued performance-based restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in April 2025.

At December 31, 2024, we determined it is probable that 44,536 shares will be issued based upon the probability that the performance conditions will be achieved.

At December 31, 2024, there was $ 132 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable shares.

For the years ended December 31, 2024, 2023 and 2022, we recorded total compensation cost from the 2017 and 2021 Plans of $ 2,375 , $ 2,127 and $ 1,448 , respectively.

Performance share units:

We have issued performance share units to receive shares of FirstSun common stock at the end of the performance period, based on certain market or bank performance metrics.

The market-based awards granted during 2025 utilized a Monte Carlo simulation to determine the grant-date fair value.

The assumptions used in the simulation were as follows:

Simulation Period (years) 2.75

Risk-free rate 3.86 %

Annualized volatility 29.70 %

We determine the shares to be issued based on actual and forecast results during the requisite performance period to determine the probability the market or performance conditions will be achieved.

Performance share units outstanding at December 31, 2025 are as follows:

December 31, 2025

Period Conditions Target

Units Probable

Units Unrecognized Compensation

April 2025 April 2028 Market 64,290 — $ 1,749

April 2024 April 2027 Performance 84,150 58,905 1,245

April 2023 April 2026 Performance 87,590 65,693 153

236,030 124,598 $ 3,147

The following table presents performance share unit activity at target for the years ended December 31,:

at Target Weighted-Average

Grant Date Price,

per Unit Weighted-Average

Remaining Term (years)

Outstanding, beginning of year 261,621 $ 32.86

Issued 64,290 36.28

Vested ( 71,262 ) 35.68

Forfeited ( 18,619 ) 32.98

Outstanding, end of year 236,030 $ 32.93 1.15

Outstanding, beginning of year 176,493 $ 31.43

Issued 93,868 35.50

Vested ( 3,638 ) 33.04

Forfeited ( 5,102 ) 31.87

Outstanding, end of year 261,621 $ 32.86 1.34

Actual achieved performance of vested performance share units resulted in the issuance of 42,403 and 2,405 shares of common stock for the years ended December 31, 2025 and 2024, respectively.

Acquired Equity Incentive Plans

2 unchanged sentences

No further options will be granted under the Pioneer plans.

The following table presents option activity:

The following table presents option activity for the years ended December 31,:

Shares Weighted-Average

1 unchanged sentence

per Share Weighted-Average

Remaining Contractual

Remaining Term (years)

Outstanding, beginning of year 74,919 $ 22.76

Exercised ( 64,479 ) 22.45

Forfeited ( 522 ) 17.24

Outstanding, vested, and exercisable, end of year 10,440 $ 24.66 3.49

4 unchanged sentences

At December 31, 2025 and 2024, the intrinsic value of the stock options was $ 152 and $ 1,243 , respectively.

For the years ended December 31, 2025, 2024 and 2023, we recorded total compensation cost from the Equity Incentive Plans of $ 3,536 , $ 2,375 and $ 2,127 , respectively.

NOTE 15 - Income Taxes

The provision for income tax is summarized as follows for the years ended December 31,:

2024 2023 2022

The components of income tax expense were as follows for the year ended December 31, 2025:

Current $ 18,780

Deferred 2,291

Federal income tax expense 21,071

Current 3,421

State income tax expense 3,889

Total income tax expense $ 24,960

A reconciliation of the provision for income taxes, with the amount computed by applying the statutory U.S.

federal income tax rates to income before provision for income taxes is as follows for the years ended December 31,:

2024 2023 2022

Income tax provision computed at U.S.

federal statutory rate $ 19,974 $ 27,611 $ 15,545

State tax expense, net of U.S.

federal effect 4,012 3,718 2,359

For the year ended December 31, 2025, we have no current or deferred foreign income tax expense.

The provision for income tax is summarized as follows for the years ended December 31,:

Current $ 16,137 $ 24,938

Deferred 3,347 3,012

Federal income tax expense $ 19,484 $ 27,950

The following tables present a reconciliation of the statutory federal income tax rate to the effective income tax rate for the years ended December 31,:

Amount Percent

federal statutory income tax $ 25,808 21.0 %

State and local income taxes, net of federal benefits 1

Proportional Amortization of LIHTC Credits 2

Nontaxable or nondeductible items:

Tax Exempt Interest ( 3,867 ) ( 3.1 ) %

Share-based payment awards 133 0.1 %

Non-deductible professional fees 427 0.3 %

Other adjustments:

Permanent RTP 3

( 1,208 ) ( 1.0 ) %

Other ( 575 ) ( 0.5 ) %

Income tax expense $ 24,960 20.3 %

1 The majority of state and local income taxes are from Colorado, Illinois, Kansas, Texas and Arizona.

2 LIHTC tax credits are net of amortization and other income tax benefits.

3 2024 Provision to Return adjustment.

Amount Percent Amount Percent

Taxes at statutory federal income tax rate $ 19,974 21.0 % $ 27,611 21.0 %

Tax effect from:

State income taxes, net of federal benefits 4,012 4.2 % 3,718 2.9 %

Tax exempt income ( 3,827 ) ( 4.0 ) % ( 4,017 ) ( 3.1 ) %

Net increase in cash surrender value of BOLI ( 588 ) ( 0.6 ) % ( 405 ) ( 0.3 ) %

Federal tax credits ( 380 ) ( 0.4 ) % — — %

Non-deductible professional fees — — 216

Executive compensation 107 0.1 % 301 0.2 %

1 unchanged sentence

Income tax provision $ 19,484 20.5 % $ 27,950 21.3 %

Effective tax provision rate 20.5 % 21.3 % 20.0 %

Significant components of deferred tax assets and liabilities are as follows as of December 31,:

The following table presents income taxes paid for the year ended December 31, 2025:

Federal $ 12,691

California 332

Other States 1,401

Federal and state income taxes paid $ 15,707

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows at December 31,:

Deferred tax assets:

Federal and state net operating loss $ 20,620 $ 22,852

Acquired federal and state net operating loss $ 18,421 $ 20,620

Allowance for credit losses 19,907 20,794

1 unchanged sentence

Deferred compensation 4,324 3,679

Fair value adjustments on loans 1,073 1,626

Share-based compensation 1,374 2,529

Accrued expenses 1,615 881

Fair value adjustments on securities 2,185 2,449

Deferred loan fees 2,011 877

Accrued expenses 1,534 1,615

Share-based compensation 1,143 1,374

Fair value adjustments on loans 759 1,073

Lease liability 420 448

Unfunded commitment liability 283 —

Fair value adjustments on deposits — 19

3 unchanged sentences

Mortgage servicing rights 20,196 19,623

Fair value adjustments on intangible assets 2,098 2,889

Prepaid expenses 1,601 1,661

Fair value adjustments on intangible assets 1,562 2,098

Premises and equipment 1,002 978

5 unchanged sentences

Total deferred tax assets, net $ 34,873 $ 41,195

As of December 31, 2024, we had net operating loss carryforwards for U.S.

federal income tax purposes of approximately $ 96,191 which begin to expire in 2030.

As of December 31, 2024, we had net operating loss carryforwards for state tax purposes of approximately $ 7,121 which begin to expire in 2033.

Utilization of a portion of the net operating losses may be subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions.

As of December 31, 2025, we had net operating loss carryforwards of approximately $ 86,648 , which begin to expire between 2030 and 2037, and operating loss carryforwards generated after 2017 of $ 341 that do not expire.

As of December 31, 2025, we had net operating loss carryforwards for state tax purposes of approximately $ 142 , which will begin to expire in 2033.

Utilization of the net operating losses may be subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions.

Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization.

8 unchanged sentences

Data processing expenses $ 18,405 $ 19,437 $ 14,933

Office expenses 4,632 4,698 5,203

Loan appraisal, servicing, and collection expenses 4,999 4,179 4,914

Professional fees 5,815 6,330 7,663

Advertising and marketing expenses 3,259 2,810 2,592

Insurance expenses 5,705 5,965 6,422

Loan appraisal, servicing, and collection expenses 5,232 4,999 4,179

Office expenses 4,653 4,632 4,698

Travel and entertainment 4,528 4,351 3,873

Automated teller machine (ATM) and interchange expenses 1,587 1,495 1,494

Deposit expenses and other operational losses 3,203 2,672 1,894

Advertising and marketing expenses 2,846 3,259 2,810

Interchange expenses 1,798 1,587 1,495

Other real estate owned expenses 1,030 323 545

Other 3,336 2,491 2,802

70 unchanged sentences

Fair value of the equity awards as of grant date for the years ended December 31, 2025, 2024 and 2023 totaled $ 351 , $ 420 and $ 405 , respectively.

Principal Officers :

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 and President for $ 150 and assumed liabilities of $ 11 .

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.

NOTE 19 - Fair Value Measurements

7 unchanged sentences

Loans held-for-sale - Mortgage loans originated and intended for sale in the secondary market are classified as mortgage loans held-for-sale and recorded at fair value.

The changes in fair value of mortgage loans held-for-sale are measured and recorded as a component of income from mortgage banking services, net, in our consolidated statements of income and comprehensive income.

The changes in fair value of mortgage loans held-for-sale are measured and recorded as a component of mortgage banking services, net, in our consolidated statements of income and comprehensive income.

Since estimated fair value is based on sale, exchange, or dealer market prices, these assets are classified within Level 2 of the valuation hierarchy.

37 unchanged sentences

Balance, beginning of year $ 84,258 $ 76,701 $ 74,097

Total (losses) gains included in earnings ( 4,714 ) ( 6,649 ) 12,418

Total fair value adjustments included in earnings ( 12,191 ) ( 4,714 ) ( 6,649 )

Purchases, issuances, sales and settlements:

1 unchanged sentence

Balance, end of year $ 86,651 $ 84,258 $ 76,701

Certain financial and non-financial assets and liabilities are measured at fair value on a nonrecurring basis;

Certain assets and liabilities are measured at fair value on a nonrecurring basis;

that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

3 unchanged sentences

Fair value is generally based on recent third-party appraisals which are updated on a periodic basis.

Impaired loans are carried at the fair value of collateral if the loan is collateral dependent.

A portion of the allowance for loan loss is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance.

If these allocations cause the allowance for loan loss to require an increase, such increase is reported as a component of the provision for credit losses.

Loans are carried at the fair value of collateral, less cost to sell, if the loan is collateral dependent.

A portion of the allowance for credit loss is allocated to the loans if the value of such loans is deemed to be less than the unpaid balance.

If these allocations cause the allowance for credit loss to require an increase, such increase is reported as a component of the provision for credit losses.

Credit losses are charged against the allowance for credit losses when management believes the uncollectibility of a loan is confirmed.

8 unchanged sentences

Commercial and industrial $ 6,783 $ 12,430

Commercial real estate 3,515 —

Residential real estate 1,875 1,255

5 unchanged sentences

Residential real estate 880 2,227

Other 1,674 —

Total other real estate owned and foreclosed assets, net:

$ 11,514 $ 5,138

The fair value of other real estate owned and foreclosed assets in the table above utilize the market approach valuation technique, with discount adjustments for differences between comparable sales.

The fair value of other real estate owned and foreclosed assets in the table above utilizes the market approach valuation technique, with discount adjustments for differences between comparable sales.

Fair value of financial instruments not carried at fair value:

46 unchanged sentences

Salary and employee benefits 2,437 1,854 1,888

Occupancy and equipment 240 189 83

Terminated merger related expenses 4,537 — —

Occupancy, equipment and software 293 240 189

Merger related expenses 2,234 4,537 —

6 unchanged sentences

Net income $ 97,936 $ 75,628 $ 103,533

Other comprehensive income (loss), net 3,895 976 ( 45,647 )

Other comprehensive income, net 11,762 3,895 976

Comprehensive income $ 109,698 $ 79,523 $ 104,509

12 unchanged sentences

Cash flows from investing activities:

Repayments of advances to subsidiaries — — 125

Cash paid to acquire FEIF Capital Partners, LLC (for further information, see Note 18 - Transactions with Related Parties )

Cash paid in excess of cash acquired in connection with Pioneer Merger — — ( 4,140 )

Proceeds from sale of other investments 21 — —

Cash paid to acquire FEIF Capital Partners, LLC — — ( 150 )

Contributions to subsidiaries — ( 500 ) ( 210 )

Net cash used in investing activities ( 500 ) ( 360 ) ( 4,015 )

Net cash provided by (used in) investing activities 21 ( 500 ) ( 360 )

Cash flows from financing activities:

Repayments of convertible notes payable — — ( 5,456 )

Proceeds from subordinated debt — — 24,466

Repayments of subordinated debt ( 40,000 ) — —

Proceeds from issuance of common stock, net of issuance costs ( 1,244 ) 82,271 ( 167 )

Net cash provided by (used in) financing activities 82,271 ( 5,623 ) 8,671

Net increase in cash and cash equivalents 74,949 16,738 6,171

Net cash (used in) provided by financing activities ( 41,244 ) 82,271 ( 5,623 )

Net (decrease) increase in cash and cash equivalents ( 42,271 ) 74,949 16,738

Cash and cash equivalents, beginning of year 108,999 34,050 17,312

28 unchanged sentences

Noninterest income:

Service charges on deposit accounts 9,499 ( 4 ) — 9,495

Deposit account service fees 8,321 — — 8,321

Treasury management service fees 17,473 — — 17,473

1 unchanged sentence

Trust and investment advisory fees 5,945 — — 5,945

(Loss) income from mortgage banking services, net ( 2,405 ) 41,419 — 39,014

Mortgage banking services, net ( 2,549 ) 49,621 — 47,072

Other noninterest income 12,384 ( 45 ) — 12,339

2 unchanged sentences

Salary and employee benefits 131,548 37,839 2,437 171,824

Occupancy and equipment 32,864 3,179 239 36,282

Occupancy, equipment and software 34,735 3,217 292 38,244

Amortization and impairment of intangible assets 2,412 — — 2,412

Terminated merger related expenses 8,641 — 4,537 13,178

Merger related expenses 509 — 2,234 2,743

Other noninterest expenses 36,777 17,871 1,903 56,551

9 unchanged sentences

Net interest income (expense) 283,239 18,587 ( 4,916 ) 296,910

Provision for credit losses 15,790 2,457 — 18,247

Provision for (benefit from) credit losses 28,415 ( 865 ) — 27,550

Noninterest income:

Service charges on deposit accounts 9,940 — — 9,940

Deposit account service fees 9,499 ( 4 ) — 9,495

Treasury management service fees 14,829 — — 14,829

1 unchanged sentence

Trust and investment advisory fees 5,787 — — 5,787

(Loss) income from mortgage banking services, net ( 1,676 ) 33,060 — 31,384

Mortgage banking services, net ( 2,405 ) 41,419 — 39,014

Other noninterest income 9,514 — — 9,514

2 unchanged sentences

Salary and employee benefits 121,492 31,639 1,854 154,985

Occupancy and equipment 30,461 2,775 190 33,426

Occupancy, equipment and software 32,864 3,179 239 36,282

Amortization of intangible assets 3,549 — — 3,549

Merger related expenses 8,641 — 4,537 13,178

Other noninterest expenses 38,363 16,393 1,290 56,046

11 unchanged sentences

Noninterest income:

Service charges on deposit accounts 9,857 — — 9,857

Deposit account service fees 9,940 — — 9,940

Treasury management service fees 11,724 — — 11,724

1 unchanged sentence

Trust and investment advisory fees 5,693 — — 5,693

(Loss) income from mortgage banking services, net ( 3,035 ) 49,320 — 46,285

Mortgage banking services, net ( 1,676 ) 33,060 — 31,384

Other noninterest income 8,670 — — 8,670

2 unchanged sentences

Salary and employee benefits 106,030 25,313 1,888 133,231

Occupancy and equipment 27,407 3,854 83 31,344

Occupancy, equipment and software 30,461 2,775 190 33,426

Amortization of intangible assets 4,822 — — 4,822

20 unchanged sentences

The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Since many of the loan commitments and letters of credit expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

Since many loan commitments and letters of credit expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

We evaluate each customer’s creditworthiness on a case-by-case basis.

19 unchanged sentences

We periodically review all outstanding pending or threatened legal proceedings and determine if such matters will have an adverse effect on our business, financial condition, results of operations or cash flows.

Overdraft Fee Litigation :

On September 13, 2021, Samantha Besser filed a putative class action amended complaint against the Bank in the United States District Court for the District of Colorado.

The amended complaint alleges that the Bank improperly charged multiple insufficient funds or overdraft fees.

The Plaintiff seeks unspecified restitution, actual and statutory damages, costs, attorneys’ fees, pre-judgment interest, and other relief as the Court deems proper.

On September 27, 2021, the Bank filed a motion to dismiss the amended complaint, which was denied on March 11, 2024.

The parties have engaged in settlement discussions.

At this time, the Bank is unable to reasonably estimate the outcome of this litigation.

Check Fraud Litigation

C heck Fraud Litigation

Rodeo Electrical Services, Inc.

and its owner (“RESI”) filed a civil action against the Bank on June 23, 2020 in the Santa Fe County, New Mexico District Court.

and its owner (collectively, “RESI”) filed a civil action against the Bank on June 23, 2020 in the Santa Fe County, New Mexico District Court.

The complaint alleged that the Bank conspired with or otherwise aided a former RESI employee’s embezzlement of approximately $ 0.4 million from RESI.

1 unchanged sentence

On January 18, 2024, the jury awarded RESI approximately $ 2.1 million which included punitive damages.

Judgment on the aforementioned jury award was formally entered on July 25, 2024.

A supplemental award of RESI’s legal fees will likely be entered by March 31, 2025.

A supplemental judgment award of RESI’s legal fees is before the Court for consideration.

We believe the judgment will be covered by insurance;

therefore, such outcome will not have a material financial impact on the Bank.

Judgment on the jury’s award was entered on July 25, 2024.

On June 6, 2025, a supplemental award of RESI’s legal fees of $ 0.8 million was entered.

On June 30, 2025 the Bank filed an appeal, and on August 20, 2025, after mediation, the parties reached a settlement, all of which was paid by the Bank’s insurance carrier in January 2026.

The appeals were dismissed on January 30, 2026, at which time the case was concluded.

Because the settlement was fully covered by insurance, the settlement had no material effect on the financial condition or results of operations of the Bank.

We establish reserves for contingencies, including legal proceedings, when potential losses become probable and can be reasonably estimated.

31 unchanged sentences

2025 2024 2023

Service charges on deposit accounts $ 9,495 $ 9,940 $ 9,857

Deposit account service fees $ 8,321 $ 9,495 $ 9,940

Treasury management service fees 17,473 14,829 11,724

4 unchanged sentences

A description of our revenue streams accounted for under ASC 606 is as follows:

Service charges on deposit accounts:

Deposit account service fees:

We charge depositors various deposit account service fees including those for online banking, outgoing wires, overdrafts, stop payment orders, and ATM fees.

15 unchanged sentences

Other income :

Other income consists of fee income received in connection with administering customer accommodation interest rate swaps, loan syndication fees and miscellaneous charges for services provided to our customers.

Other income consists of service fee income received in connection with administering customer accommodation interest rate swaps, loan syndication fees, insurance commissions and miscellaneous charges for services provided to our customers.

Customer accommodation interest rate swap fees and loan syndication fees are earned and recognized at the time of loan origination or syndication.

Miscellaneous charges for services provided to our customers consists of fees that are generated from a customer’s option to purchase services offered under the contract and are only considered a contract when the customer exercises their option to purchase these services.

Insurance commissions from insurance carriers are earned and recognized at the time of policy origination.

Miscellaneous charges for services provided to our customers consists of service fees that are generated from a customer’s option to purchase services offered under the contract and are only considered a contract when the customer exercises their option to purchase these services.

Therefore, we deem the term of our contracts with these customers to be day-to-day and do not extend beyond the services already provided.

NOTE 25 - Subsequent Events

The Company has evaluated subsequent events for potential recognition and disclosure through the filing date of this Form 10-K.

Regulatory approval from the Office of the Comptroller of the Currency:

On February 25, 2026, FirstSun and First Foundation announced receipt of regulatory approval from the Office of the Comptroller of the Currency to complete the merger of their respective bank subsidiaries, Sunflower Bank, N.A.

and First Foundation Bank, as part of the previously announced merger between FirstSun and First Foundation.

Completion of the merger remains subject to receipt of regulatory approval from the Board of Governors of the Federal Reserve System.

FirstSun Special Meeting of Stockholders:

FirstSun held a special meeting of stockholders on February 27, 2026 (the “FirstSun special meeting”).

At the FirstSun special meeting, the following four proposals were considered:

• Proposal 1:

a proposal to adopt the Agreement and Plan of Merger, dated as of October 27, 2025, by and between FirstSun and First Foundation Inc.

(“First Foundation”), as it may be amended from time to time (the “merger agreement”), under which First Foundation will merge with and into FirstSun, and to approve the consummation of the transactions contemplated thereby, including the issuance of shares of FirstSun common stock as merger consideration (the “FirstSun merger proposal”);

• Proposal 2:

a proposal to approve an amendment to FirstSun’s certificate of incorporation to increase the number of authorized shares of FirstSun common stock (the “FirstSun authorized common increase proposal”);

• Proposal 3:

a proposal to approve an amendment to FirstSun’s certificate of incorporation to create a class of non-voting common stock, to be available, among other things, for issuance to certain former First Foundation stockholders in connection with the merger (the “FirstSun non-voting common stock proposal”);

• Proposal 4:

a proposal to adjourn the FirstSun special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the FirstSun merger proposal, the FirstSun authorized common increase proposal or the FirstSun non-voting common stock proposal (the “FirstSun adjournment proposal”).

Each proposal considered and voted on was approved by the requisite vote of FirstSun’s stockholders.

The final voting results for the FirstSun merger proposal can be found in the 8-K filed with the SEC on February 27, 2026 .

Because a quorum was present at the special meeting and proposals 1, 2, and 3 each received the requisite vote needed for approval, a vote on the FirstSun adjournment proposal was withdrawn and not called.

For more information on each of these proposals, see the definitive joint proxy statement/prospectus filed by FirstSun with the U.S.

Securities and Exchange Commission (“SEC”) on January 15, 2026, as supplemented by the supplement to joint proxy statement/prospectus filed by FirstSun with the SEC on February 6, 2026.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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 8. Financial Statements and Supplementary Data