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FIRSTSUN CAPITAL BANCORP

For the period ended Dec 31, 2025. Filed Mar 6, 2026.

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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.

FY2025 · Filed Mar 6, 2026

FSUN$39.48+0.3%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits, Financial Statement Schedules

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.

  1. 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.

  1. 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.

ExhibitNo.Description
2.1Agreement 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).*
2.2Agreement 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).*
2.3Amendment 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).*
3.1Amended 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).
3.2Bylaws 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).
4.1Form 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).
4.2FirstSun 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.
4.3Description of the Company’s Capital Stock.
4.4Form 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).*
4.5Form 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).
4.6Form 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).*
4.7Form of Board Representative Letter Agreement (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed on February 25, 2025).
4.8Schedule of Stockholders who have executed a Board Representative Letter Agreement in the form of Board Representative Letter Agreement.
ExhibitNo.Description
4.9Form 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).
10.1Amended 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).^
10.2Amended 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).^
10.3First 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).^
10.4Amended 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).^
10.52019 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).^
10.6FirstSun 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).^
10.7Form 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).^
10.8FirstSun 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).^
10.9Form 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).^
10.10FirstSun 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).^
10.11FirstSun 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).^
10.12FirstSun 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).^†
10.13Form 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).^
10.14FirstSun 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).^
10.15Form 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).^
10.16Agreement 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).^
10.172023 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).^
10.18Form 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).*
10.19Mutual 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).*
10.20Form of FirstSun Capital Bancorp Time-Based Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.21 of the Company’s Form 10-K for the Year Ended December 31, 2025).^
10.21Form 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).^
10.22Form 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).^
10.23Change 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).^
10.24Change 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).^
19.1Policy regarding insider trading and related securities law matters (incorporated by reference to Exhibit 19.1 of the Company’s Form 10-K for the Year Ended December 31, 2024).
ExhibitNo.Description
21.1Subsidiaries of FirstSun Capital Bancorp.
23.1Consent of Crowe LLP (Independent Registered Public Accounting Firm).
24.1Power of Attorney (included on signature page).
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
32.1Certification 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.
97.1Policy 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).
101Interactive 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.
104The 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.

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