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FIRSTSUN CAPITAL BANCORP

For the period ended Dec 31, 2024. Filed Mar 7, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 7, 2025

FSUN$39.35+1.1%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

a. 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. Mr. 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. Mr. 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.

Mr. 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.

b.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.

c. Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements: During the three months ended December 31, 2024, no director or officer of the Company adopted orterminated 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.

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