What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-07 · 31 added, 59 removed, 163 unchanged (36% of the section changed)

7 unchanged sentences

The management of FirstSun is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

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

Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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

6 unchanged sentences

Our evaluation included a review of the documentation of controls, evaluations of the design of the internal control system and tests of the effectiveness of internal controls.

Based on our assessment, management concluded that as of December 31, 2024, FirstSun’s internal control over financial reporting is effective based on those criteria.

Based on our assessment, management concluded that as of December 31, 2025, FirstSun’s internal control over financial reporting was effective.

Other Information

Appointment of John S.

Fleshood to the Board of Directors

On March 5, 2025, the board of directors of the Company appointed John S.

Fleshood, 62, as a director of the Company, effective immediately.

Fleshood will serve as a Class III director to serve a term expiring at the Company’s 2026 annual meeting of stockholders until his successor is duly elected or qualified, or until his earlier death, resignation or removal.

Fleshood has also been appointed to serve on the Risk Committee of the board of directors.

There are no arrangements or understandings between Mr.

Fleshood and any other person pursuant to which he was selected as director, and there are no transactions between Mr.

Fleshood and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Fleshood will be entitled to the standard compensation provided to the Company’s non-employee directors, on a prorated basis for the current year, as such compensation is described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2024, and as updated from time to time.

2025 Special Restricted Stock Grants

On March 5, 2025, the board of directors of the Company, upon recommendation by the Compensation and Succession Committee (the “Committee”) of the board of directors of the Company, approved a new form of award agreement that will be utilized to evidence time-based restricted stock unit awards (“Time-Based RSU Awards”) that will be made as part of annual grants to the executive officers of FirstSun under the FirstSun Capital Bancorp Long-Term Incentive Plan, effective April 1, 2022 (the “LTIP”).

The form of Time-Based RSU Awards provides that the grant is made pursuant to the FirstSun Capital Bancorp 2021 Equity Incentive Plan and provides for vesting over a number of specified years, conditioned upon the officer continuing to provide services to, and remaining in good standing with, the Company through the applicable vesting date.

Vesting accelerates upon the officer’s “retirement,” death, termination due to “disability,” or involuntary termination without “cause,” as each such term is defined in the LTIP.

If, prior to the vesting of the Time-Based RSU Awards, there is a change in control (as that term is defined in the LTIP) with respect to FirstSun, the Time-Based RSU Awards will become vested upon the consummation of the change in control, unless the award is continued by FirstSun or the purchaser in which case vesting accelerates only upon the involuntary termination of the officer’s employment with the Company and the Bank without “cause” (as defined in the LTIP) during the one-year period following such change of control.

Upon vesting of Time-Based RSU Awards, the Company will deliver FirstSun shares after withholding a portion thereof as necessary to cover any tax withholding obligations.

The foregoing description of the Time-Based RSU Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Time-Based Restricted Stock Unit (RSU) Notice of Award and Award Agreement, which is incorporated herein by reference as Exhibit 10.21 .

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements:

4 unchanged sentences

Information Regarding Directors and Executive Officers.

The information regarding our directors and director nominees as well as our executive officers is contained, respectively, under the captions “Election of Directors” and “Biographical Information for Executive Officers” in the 2025 Proxy Statement and are incorporated herein by reference.

The information required by this Item 10.

regarding our directors and director nominees as well as our executive officers, contained, respectively, under the captions “Election of Directors” and “Biographical Information for Executive Officers” in the 2026 Proxy Statement is incorporated herein by reference.

Compliance with Section 16(a) of the Exchange Act.

Information required by this Item 10 regarding compliance with Section 16(a) of the Exchange Act, will be contained under the caption “Delinquent Section 16(a) Reports”, if applicable, in the 2025 Proxy Statement, which information under such caption is incorporated herein by reference.

Information required by this Item 10 regarding compliance with Section 16(a) of the Exchange Act, will be contained under the caption “Delinquent Section 16(a) Reports”, if applicable, in the 2026 Proxy Statement, and is incorporated herein by reference.

Code of Ethics.

6 unchanged sentences

Audit Committee Information.

Information required by this Item 10 regarding our Audit Committee and our audit committee financial experts may be found under the caption “Committees of the Board of Directors — Audit Committee” in the 2025 Proxy Statement, which information pertaining to the audit committee and its membership and audit committee financial experts under such captions is incorporated herein by reference.

Information required by this Item 10 regarding our Audit Committee and our audit committee financial experts, contained under the caption “Committees of the Board of Directors — Audit Committee” in the 2026 Proxy Statement, is incorporated herein by reference.

Insider Trading Arrangements and Policies.

2 unchanged sentences

Executive Compensation

The information required by this Item 11 regarding director and executive officer compensation, is contained under the captions “Compensation of Directors for Fiscal Year 2024” and “Compensation of Executive Officers” in the 2025 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

The information required by this Item 11 regarding director and executive officer compensation, is contained under the captions “Compensation of Directors” and “Compensation of Executive Officers” in the 2026 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

17 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 regarding certain relationships and related transactions is contained under the caption “Certain Relationships and Related Party Transactions” in the 2025 Proxy Statement, which information under such heading is incorporated herein by reference.

The information required by this Item 13 regarding director independence is contained under the caption “Director Independence” in the 2025 Proxy Statement, which information under such caption is incorporated herein by reference.

The information required by this Item 13 regarding certain relationships and related transactions, contained under the caption “Certain Relationships and Related Party Transactions” in the 2026 Proxy Statement, is incorporated herein by reference.

The information required by this Item 13 regarding director independence, contained under the caption “Director Independence” in the 2026 Proxy Statement, is incorporated herein by reference.

Principal Accounting Fees and Services

The information required by this Item 14 regarding fees we paid to our principal accountant, and the pre-approval policies and procedures established by the Audit Committee of our Board contained under the caption “Independent Auditor Fees” in the 2025 Proxy Statement, which is incorporated herein by reference.

The information required by this Item 14 regarding fees we paid to our principal accountant, Crowe LLP, and the pre-approval policies and procedures established by the Audit Committee of our Board is contained under the caption “Independent Auditor Fees” in the 2026 Proxy Statement, is incorporated herein by reference.

The following is a list of documents filed as a part of this report:

Financial Statements

The following consolidated financial statements and reports of independent registered public accountants of the Company are in Part II, Item 8 of this Form 10-K:

The following consolidated financial statements of the Company and related reports of our independent registered public accounting firm are set forth in Part II, Item 8 of this Annual Report on Form 10-K:

• Reports of Independent Registered Public Accounting Firm (PCAOB ID 173 );

6 unchanged sentences

All schedules are omitted since they are not required, are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.

The following exhibits are filed as part of this Form 10-K and this list includes the Exhibit Index.

The exhibits index set forth below, which lists all exhibits that are filed or incorporated by reference to this Annual Report on Form 10-K, is incorporated herein by reference.

2.1 Agreement and Plan of Merger by and between FirstSun Capital Bancorp, Pioneer Bancshares, Inc.

2 unchanged sentences

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

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

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

3.2 Certificate of Amendment dated November 3, 2021 to the Amended and Restated Certificate of Incorporation of FirstSun (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q for the Quarter Ended September 30, 2021).

3.3 Bylaws of FirstSun Capital Bancorp as amended and restated through October 29, 2021 (incorporated by reference to Exhibit 3.3 of the Company’s Form 10-Q for the Quarter Ended September 30, 2021).

2.2 Agreement and Plan of Merger by and between FirstSun Capital Bancorp and First Foundation Inc.

dated October 27, 2025 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on October 30, 2025).

2.3 Amendment to Agreement and Plan of Merger, dated February 6, 2026, by and between FirstSun Capital Bancorp and First Foundation Inc.

(including revised Exhibit E (Form of Certificate of Amendment)) (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on February 6, 2026).

3.1 Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q for the Quarter Ended March 31, 2025).

3.2 Bylaws of FirstSun Capital Bancorp as amended and restated through May 7, 2025 (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q for the Quarter Ended March 31, 2025).

4.1 Form of common stock certificate of FirstSun Capital Bancorp (incorporated by reference to Exhibit 4.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No.

2 unchanged sentences

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

4.3 Form of Stockholders’ Agreement dated as of June 19, 2017, by and among FirstSun Capital Bancorp and the parties signatories thereto (incorporated by reference to Exhibit 4.3 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No.

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

4.4 Form of Amendment No.

1 to the Stockholders’ Agreement dated March 14, 2018 by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.4 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No.

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

4.5 Form of Amendment No.

2 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit B to Annex A of the Company’s Registration Statement on Form S-4 (File No.

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

4.3 Description of the Company’s Capital Stock.

4.4 Form of Registration Rights Agreement dated as of June 19, 2017 by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-4 (File No.

3 unchanged sentences

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

4.8 Form of Amendment No.

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

4.9 Form of Amendment No.

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

4.10 Form of Amendment No.

5 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.10 of the C ompany ’ s Form 10-K for the year ended December 31, 2023 ).

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

4.12 Form of Amendment No.

6 to Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on February 25, 2025).

4.13 Form of Board Representative Letter Agreement with the attached Schedule of Stockholders who have executed a Board Representative Letter Agreement in the form of Board Representative Letter Agreement (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on February 25, 2025).

4.7 Form of Board Representative Letter Agreement (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed on February 25, 2025).

4.8 Schedule of Stockholders who have executed a Board Representative Letter Agreement in the form of Board Representative Letter Agreement.

4.9 Form of Board Representative Letter Agreement with Castle Creek Capital Partners IX, LP, dated December 3, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A filed on December 10, 2025).

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

36 unchanged sentences

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 19, 2024).*

10.20 Form of 2024 Special Restricted Stock Grant Agreement(incorporated by reference to Exhibit 4.10 of the Company’s Form 10-K for the year ended December 31, 2023).^

10.21 Form of FirstSun Capital Bancorp Time-Based Long-Term Incentive Plan Award Agreement.^

10.22 Change in Control Severance Agreement dated May 13, 2020 by and between Laura Frazier and FirstSun Capital Bancorp.^

10.23 Change in Control Severance Agreement dated August 5, 2020 by and between Jennifer Norris and FirstSun Capital Bancorp.^

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

19.1 Policy regarding insider trading and related securities law matters.

10.20 Form of FirstSun Capital Bancorp Time-Based Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.21 of the C ompany ’ s Form 10-K for the Year Ended D ecember 31, 2025) .

10.21 Form of FirstSun Capital Bancorp Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q for the Quarter Ended March 31, 2025).

10.22 Form of FirstSun Capital Bancorp Officer Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q for the Quarter Ended March 31, 2025) .

10.23 Change in Control Severance Agreement dated May 13, 2020 by and between Laura Frazier and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.22 of the Company ’ s Form 10-K for the Year Ended December 31, 2024) .

10.24 Change in Control Severance Agreement dated August 5, 2020 by and between Jennifer Norris and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.23 of the Company’s Form 10-K for the Year Ended December 31, 2024).

19.1 Policy regarding insider trading and related securities law matters (incorporated by reference to Exhibit 19.1 of the Company ’ s For m 10-K for the Year Ended December 31, 2024) .

21.1 Subsidiaries of FirstSun Capital Bancorp.

5 unchanged sentences

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Policy relating to recovery of erroneously awarded compensation.

97.1 Policy relating to recovery of erroneously awarded compensation (incorporated by reference to Exhibit 19.1 of the Company’s Form 10-K for the Year Ended December 31, 2024).

101 Interactive data files pursuant to Rule 405 of Regulation S-T:

27 unchanged sentences

/s/ Mollie H.

Carter Executive Chair of the Board March 7, 2025

Carter Executive Chairman of the Board March 6, 2026

/s/ Isabella Cunningham Director March 6, 2026

4 unchanged sentences

Hammond Director March 6, 2026

Larkins Director March 7, 2025

Levy Director March 6, 2026

Merdian Director March 6, 2026

Murphy Director March 6, 2026

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

What changed 10-K

Item 9A. Controls and Procedures