FIRSTSUN CAPITAL BANCORP
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
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FY2025 · Filed Mar 6, 2026
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Summary of Material Risks
An investment in our securities involves risks, including those summarized below. For a more complete discussion of the material risks facing our business, see “Item 1A. Risk Factors.”
Risks Related to Our Pending Merger with First Foundation
Combining FirstSun and First Foundation may be more difficult, costly or time-consuming than expected, and the anticipated benefits and cost savings of the merger and the bank merger may not be realized.
All regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.
The success of the merger, bank merger and integration will depend on a number of uncertain factors.
The merger agreement may be terminated and the merger may not be completed. If the merger is not completed, we will have incurred substantial expenses without realizing the expected benefits of the merger.
Stockholder litigation could prevent or delay the completion of the merger or negatively impact our business and operations.
Shares of our common stock issued in connection with the merger may adversely affect the market price of our common stock.
Risks Related to Our Business, Industry, Markets and Market Interest Rates
Our business and results of operations may be adversely affected by the financial markets, fiscal, monetary, and regulatory policies, developments impacting the financial services industry specifically and economic conditions generally.
Inflationary pressures present a potential threat to our results of operations and financial condition.
Our trust and wealth management business may be negatively impacted by changes in economic and market conditions.
We are subject to interest rate risk, which could adversely affect our financial condition and profitability.
Our cost of funds may increase due to various market, regulatory or competitive factors.
Our customers may prepay their loans, which could reduce our interest income and profitability.
Competition with other banks and consumers deciding not to use banks may adversely affect our business.
Failure to keep pace with technological change could adversely affect our business.
Other financial services institutions could experience financial or business stress which could expose us to counter-party risks.
The value of securities in our investment portfolio may decline in the future.
Our deposit insurance premiums could be higher in the future, which could reduce our earnings.
Risks Related to Our Lending and Mortgage Banking Activities
If we fail to effectively manage credit risk, our business and financial condition will suffer.
Our allowance for credit losses may be insufficient to absorb credit losses, which may adversely affect us.
We are exposed to higher credit risk by commercial and industrial and commercial real estate lending.
A significant portion of our loan portfolio is secured by real estate, and events that negatively impact the real estate market could hurt our business.
Nonperforming assets may adversely affect our results of operations and financial condition.
Our mortgage revenue is cyclical and is sensitive to changes in interest rates, economic conditions, housing prices and other factors that could adversely impact our profitability, and we are subject to other risks related to originating and selling mortgage loans that could have a material adverse effect on our financial condition and results of operations.
U.S. government policy changes could impact our ability to originate and sell mortgages.
We may be terminated as a servicer of mortgage loans or incur costs if we fail to satisfy our servicing obligations.
We may be required to repurchase mortgage loans or indemnify buyers against losses in some circumstances.
Risks Related to Our Operations
We are subject to losses due to errors, omissions or fraudulent behavior by our employees, clients or others.
Fraud is a major, and increasing, operational risk for us and all banks, and we are at a risk of increased losses from fraud.
Our ability to conduct and grow our businesses depends on our ability to create, maintain, expand, and evolve an appropriate operational and organizational infrastructure, manage expenses, and recruit and retain personnel.
We are exposed to the possibility of technology failure and a disruption in our operations.
A failure in, or breach of, our operational or security systems or infrastructure, or those of our third-party vendors or others, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, result in litigation or investigations, damage our reputation, increase our costs and cause losses.
Our risk management framework may not be effective in mitigating risks and/or losses.
Our reputation, which is critical to our success as a community bank, could be damaged by operational failures.
A failure to retain or hire key employees could harm our business.
Technological innovations and changes in client habits may change rapidly, which could disrupt or displace traditional financial service providers.
Our business needs and growth may require us to raise additional capital, which may not be available or may be dilutive.
Liquidity, primarily through deposits, is essential to our business model, and a lack of liquidity, an increase in the cost of liquidity or even bank failures, could materially impair our ability to fund our operations.
We may not be able to maintain a strong core deposit base or access other low-cost funding sources.
Mergers and acquisitions may subject us to risks, which could disrupt our business and dilute stockholder value.
We may issue stock in mergers and acquisitions that could dilute stockholders and cause our stock price to decline.
We will be subject to heightened regulatory requirements if we exceed $10 billion in assets, which could increase costs.
We may be unable to grow our business organically, which could adversely affect our business.
New lines of business or new products and services may subject us to additional risk.
Legal, Accounting, Tax, Regulatory and Compliance Risks
We are heavily regulated and that regulation could limit or restrict our activities and adversely affect our results of operations.
We are, or may become, subject to regulatory requests, reviews, investigations and proceedings.
Failure to maintain certain regulatory capital levels and ratios could result in regulatory actions.
We face risks related to noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations.
We are subject to numerous laws to protect consumers, including Community Reinvestment Act and fair lending laws, and failure to comply with these laws could result in material penalties or materially restrict our growth and expansion activity.
The Federal Reserve may require us to commit capital resources to support Sunflower Bank.
We are party to various claims and lawsuits incidental to our banking and trust and wealth management businesses.
The expanding laws and regulations and licensing of loan servicing, collection or other aspects of our business and loan sales to third parties may increase our costs of compliance and risks of noncompliance.
We face regulatory uncertainty due to changing federal regulatory agency priorities and state-level enforcement activity.
Political dysfunction and volatility within the federal government creates significant potential for major and abrupt shifts in federal policy regarding bank regulation, taxes and the economy.
Data privacy is a major political concern and laws governing it are new, and they are likely to evolve and expand.
The preparation of our financial statements in accordance with GAAP requires us to make significant assumptions, estimates and judgments that affect our financial statements and which, if incorrect, could adversely affect our financial results.
Changes in tax laws, regulations and interpretations or challenges to our income tax provision may adversely affect us.
Our internal controls and procedures may fail or be circumvented.
Risks Related to Our Common Stock
The trading volume of our common stock may not provide sufficient liquidity for investors and the trading price of our stock may be subject to significant fluctuations and volatility.
Our large stockholders exercise significant influence over us, and their interests in us may be different than yours.
Some provisions of our organizational documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others.
We do not intend to pay dividends for the foreseeable future.
An investment in our stock is not an insured deposit and is subject to risk of loss.
We are an emerging growth company with reduced reporting requirements, which may make our stock less attractive.
We may issue additional shares in the future.
Sales by our larger stockholders of substantial amounts of our common stock could depress the market price of our stock.
Risks Related to Environmental, Social and Governance Risks and Climate Change
We are subject to risk related to environmental liabilities. Additionally, natural disasters and weather-related events exacerbated by climate change could have a negative impact on our results of operations and financial condition.
We are subject to environmental, social and governance risks that could adversely affect us.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.