Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision, and with the participation of our management (including our principal executive officer and principal financial officer), we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of December 31, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in the internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
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 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;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 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, 2025, FirstSun’s internal control over financial reporting was effective.
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Item 9B. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements: During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
a. Information Regarding Directors and Executive Officers. 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.
b. 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 2026 Proxy Statement, and is incorporated herein by reference.
c. Code of Ethics. The Company has adopted a Code of Ethics (the “Code”) that applies to its senior financial officers. This Code is posted on the “Corporate Governance” section of our Internet website at http://ir.firstsuncb.com . We intend to provide any required disclosure of any amendment to or waiver from such Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our Internet website located at http://ir.firstsuncb.com promptly following the amendment or waiver. The information contained on or connected to our Internet website is not incorporated by reference into this report and should not be considered part of this or any other report that we file with or furnish to the SEC.
d. Procedures for Shareholders to Recommend Director Nominees. There have been no material changes to the procedures by which security holders may recommend nominees to our Board.
e. Audit Committee Information. 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.
f. Insider Trading Arrangements and Policies. We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Global Select Market listing standards. Our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executive Compensation
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.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The information required by this Item 12 is contained under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2026 Proxy Statement and is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes information relating to our equity compensation plans, pursuant to which securities are authorized for issuance, as of December 31, 2025:
Plan Category Number of Shares to be issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column (a)) (c)
Equity compensation plans approved by security holders 1
948,326 $ 20.32 2,127,957
Equity compensation plans not approved by security holders N/A N/A N/A
Total 948,326 $ 20.32 2,127,957
1 Column (a) consists of the following shares of our common stock issuable upon the exercise; 698,829 stock options issued under our 2017 Equity Incentive Plan; 10,440 under the Pioneer Plans; 41,263 shares of restricted stock issued under our 2021 Equity Incentive Plan; 65,693 probable restricted shares from the 2023 LTIP issued under our 2021 Equity Incentive Plan; 58,905 probable restricted shares from the 2024 LTIP issued under our 2021 Equity Incentive Plan; and 73,196 probable restricted shares from the 2025 LTIP issued under our 2021 Equity Incentive Plan. Column (b) includes the weighted average exercise price of outstanding stock options under our 2017 Equity Incentive Plan and the Pioneer Plans. Column (c) consists of an aggregate of 97,667 shares reserved for future issuance under our 2017 Equity Incentive Plan, which was approved by our stockholders on May 9, 2018, and 2,030,290 shares reserved for future issuance under our 2021 Equity Incentive Plan, which was approved by our stockholders on October 29, 2021.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accounting Fees and Services
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.
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Part IV
Item 15. Exhibits
The following is a list of documents filed as a part of this report:
1. Financial Statements
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 );
• Consolidated Balance Sheets as of December 31, 2025 and 2024;
• Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024, and 2023;
• Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023;
• Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023;
• Notes to Consolidated Financial Statements for the years ended December 31, 2025, 2024, and 2023.
2. Financial Statement Schedules
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.
3. Exhibits
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.
Exhibit
No. Description
2.1 Agreement and Plan of Merger by and between FirstSun Capital Bancorp, Pioneer Bancshares, Inc. and FSCB Merger Subsidiary, Inc. dated as of May 11, 2021, as amended (incorporated by reference to Annex A of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 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. 333-258176) filed with the SEC on July 26, 2021).
4.2 FirstSun Capital Bancorp is a party to long-term debt instruments with respect to subordinated notes, under which the total amount of securities authorized does not exceed 10% of the total assets of FirstSun Capital Bancorp and its subsidiaries on a consolidated basis. Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FirstSun Capital Bancorp agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
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. 333-258176) filed on July 26, 2021). *
4.5 Form of Amendment No. 1 to Registration Rights Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit C to Annex A of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021).
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). *
4.7 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.
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Exhibit
No. Description
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. (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^
10.2 Amended and Restated Employment Agreement dated as of March 24, 2022 by and among Neal E. Arnold, FirstSun Capital Bancorp and Sunflower Bank, N.A (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K for the year ended December 31, 2021). ^
10.3 First Amendment to Amended and Restated Employment Agreement dated March 14, 2023 by and Neal E. Arnold, FirstSun Capital Bancorp and Sunflower Bank, N.A (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K for the year ended December 31, 2022). ^
10.4 Amended and Restated Employment Agreement dated as of June 19, 2017 by and among Robert A. Cafera, Jr., FirstSun Capital Bancorp and Sunflower Bank, N.A. (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^
10.5 2019 Amendment to Amended and Restated Employment Agreement dated as of February 21, 2019 by and among Robert A. Cafera, Jr., FirstSun Capital Bancorp and Sunflower Bank, N.A. (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^
10.6 FirstSun Capital Bancorp 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^
10.7 Form of FirstSun Capital Bancorp Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^
10.8 FirstSun Capital Bancorp 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^
10.9 Form of FirstSun Capital Bancorp 2020 Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^
10.10 FirstSun Capital Bancorp Deferred Compensation Plan Amended as of January 1, 2019 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-4 (File No. 333-258176) filed on July 26, 2021). ^
10.11 FirstSun Capital Bancorp 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the Quarter Ended September 30, 2021). ^
10.12 FirstSun Capital Bancorp 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K for the Year Ended December 31, 2021). ^†
10.13 Form of FirstSun Capital Bancorp 2021 Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K for the Year Ended December 31, 2021). ^
10.14 FirstSun Capital Bancorp Long-Term Incentive Plan, effective April 1, 2022 (incorporated by reference to Exhibit 10.14 of the Company’s Form 10-K for the Year Ended December 31, 2021). ^
10.15 Form of FirstSun Capital Bancorp Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.15 of the Company’s Form 10-K for the Year Ended December 31, 2021). ^
10.16 Agreement and General Release dated March 24, 2022 between Mollie Hale Carter and FirstSun Capital Bancorp (incorporated by reference to Exhibit 10.16 of the Company’s Form 10-K for the Year Ended December 31, 2021). ^
10.17 2023 Amendment to Amended and Restated Employment Agreement dated as of March 14, 2023 by and among Robert A. Cafera, Jr., FirstSun Capital Bancorp and Sunflower Bank, N.A. (incorporated by reference to Exhibit 10.18 of the Company’s Form 10-K for the Year Ended December 31, 2022). ^
10.18 Form of Upfront Securities Purchase Agreement, dated as of January 16, 2024, by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on January 19, 2024). *
10.19 Mutual Termination Agreement, dated November 18, 2024, between FirstSun Capital Bancorp, Dynamis Subsidiary, Inc. and HomeStreet, Inc. (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 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) .
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Exhibit
No. Description
21.1 Subsidiaries of FirstSun Capital Bancorp.
23.1 Consent of Crowe LLP (Independent Registered Public Accounting Firm).
24.1 Power of Attorney (included on signature page).
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 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 (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: (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.
104 The cover page from the Company’s Annual Report on Form 10-K Report for the year ended December 31, 2025, formatted in inline XBRL and contained in Exhibit 101.
* Annexes, schedules, and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. FirstSun agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.
^ Management contract or compensatory plan or arrangement.
† Confidential portions of this Exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K. FirstSun agrees to furnish supplementally a copy of any redacted information to the Securities and Exchange Commission upon request.
Item 16. Form 10-K Summary
None
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRSTSUN CAPITAL BANCORP
(Registrant)
/s/ Neal E. Arnold
Date: March 6, 2026
Neal E. Arnold
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mollie H. Carter and Neal E. Arnold, his or her true and lawful attorney‑in‑fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto attorney‑in‑fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that attorney‑in‑fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Neal E. Arnold Chief Executive Officer and President March 6, 2026
Neal E. Arnold (Principal Executive Officer)
/s/ Robert A. Cafera, Jr. Senior Executive Vice President and Chief Financial Officer March 6, 2026
Robert A. Cafera, Jr. (Principal Financial Officer &
Principal Accounting Officer)
/s/ Mollie H. Carter Executive Chairman of the Board March 6, 2026
Mollie H. Carter
/s/ Isabella Cunningham Director March 6, 2026
Isabella Cunningham
/s/ Beverly O. Elving Director March 6, 2026
Beverly O. Elving
/s/ John S. Fleshood Director March 6, 2026
John S. Fleshood
/s/ Kevin T. Hammond Director March 6, 2026
Kevin T. Hammond
/s/ David W. Levy Director March 6, 2026
David W. Levy
/s/ Diane L. Merdian Director March 6, 2026
Diane L. Merdian
/s/ Peter E. Murphy Director March 6, 2026
Peter E. Murphy
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