10q10k10q10k.net

What changed in FIRSTSUN CAPITAL BANCORP's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of FIRSTSUN CAPITAL BANCORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+511 added−463 removedSource: 10-K (2026-03-06) vs 10-K (2025-03-07)

Top changes in FIRSTSUN CAPITAL BANCORP's 2025 10-K

511 paragraphs added · 463 removed · 349 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

106 edited+38 added−24 removed163 unchanged
Biggest changeIn order to remain a financial holding company, FirstSun must continue to be considered well managed and well capitalized by the Federal Reserve, and the Bank must continue to be considered well managed and well capitalized by the Office of the Comptroller of the Currency (the “OCC”) and have at least a “satisfactory” rating under the Community Reinvestment Act.
Biggest changeIn order to remain a financial holding company, FirstSun must continue to be considered well managed and well capitalized by the Federal Reserve, and the Bank must continue to be considered well managed and well capitalized by the Office of the Comptroller of the Currency (the “OCC”) and have at least a “satisfactory” rating under the Community Reinvestment Act. 16 Table of Contents Expansion Activities The BHC Act requires a bank holding company to obtain the prior approval of the Federal Reserve before merging with another bank holding company, acquiring substantially all the assets of any bank or bank holding company, or acquiring directly or indirectly any ownership or control of more than 5% of the voting shares of any bank.
These requirements are essentially the same as those that apply to such holding company’s bank subsidiary and are described below under “Bank Regulation—Capital and Related Requirements.” Dividend Payments Our ability to pay dividends to our stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies.
These requirements are essentially the same as those that apply to such holding company’s bank subsidiary and are described below under “Bank Regulation—Capital and Related Requirements.” Dividend Payments to Stockholders Our ability to pay dividends to our stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies.
In November 2023, following the closures of Silicon Valley Bank and Signature Bank and in connection with its systemic risk determination announced on March 12, 2023, the FDIC announced a special deposit insurance assessment rate of 13.4 basis points beginning in the first quarterly assessment period of 2024, adjusted to exclude the first $5 billion in deposits for an anticipated total of eight quarterly assessment periods.
For example, in November 2023, following the closures of Silicon Valley Bank and Signature Bank and in connection with its systemic risk determination announced on March 12, 2023, the FDIC announced a special deposit insurance assessment rate of 13.4 basis points beginning in the first quarterly assessment period of 2024, adjusted to exclude the first $5 billion in deposits for an anticipated total of eight quarterly assessment periods.
The SAFE Act also prohibits individuals from engaging in the business of a residential mortgage loan originator without first obtaining and maintaining annually registration as either a federal or state licensed mortgage loan originator; • The Homeowners Protection Act, or the PMI Cancellation Act, provides requirements relating to private mortgage insurance on residential mortgages, including the cancellation and termination of PMI, disclosure and notification requirements, and the requirement to return unearned premiums; • The Fair Housing Act prohibits discrimination in all aspects of residential real-estate related transactions based on race or color, national origin, religion, sex, and other prohibited factors; • The Servicemembers Civil Relief Act and Military Lending Act, providing certain protections for servicemembers, members of the military, and their respective spouses, dependents and others; and • Section 106(c)(5) of the Housing and Urban Development Act requires making home ownership available to eligible homeowners.
The SAFE Act also prohibits individuals from engaging in the business of a residential mortgage loan originator without first obtaining and maintaining annual registration as either a federal or state licensed mortgage loan originator; • The Homeowners Protection Act, or the PMI Cancellation Act, provides requirements relating to private mortgage insurance on residential mortgages, including the cancellation and termination of PMI, disclosure and notification requirements, and the requirement to return unearned premiums; • The Fair Housing Act prohibits discrimination in all aspects of residential real-estate related transactions based on race or color, national origin, religion, sex, and other prohibited factors; • The Servicemembers Civil Relief Act and Military Lending Act, providing certain protections for servicemembers, members of the military, and their respective spouses, dependents and others; and • Section 106(c)(5) of the Housing and Urban Development Act requires making home ownership available to eligible homeowners.
Dividend Payments The primary source of funds for FirstSun is dividends from Sunflower Bank. Under the National Bank Act, a national bank may pay dividends out of its undivided profits in such amounts and at such times as the bank’s board of directors deems prudent.
Dividend Payments to FirstSun The primary source of funds for FirstSun is dividends from Sunflower Bank. Under the National Bank Act, a national bank may pay dividends out of its undivided profits in such amounts and at such times as the bank’s board of directors deems prudent.
Among other things, as an emerging growth company: • FirstSun is exempt from the requirement to obtain an attestation from its auditors on management’s assessment of FirstSun’s internal control over financial reporting under the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act”; • FirstSun will be permitted an extended transition period for complying with new or revised accounting standards affecting public companies and such new or revised accounting standards will not be applicable to FirstSun until such time as they are applicable to private companies; • FirstSun is permitted to provide reduced disclosure regarding its executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means FirstSun does not have to include a compensation discussion and analysis and certain other disclosures regarding its executive compensation arrangements; and 14 Table of Contents • FirstSun is not required to hold non-binding stockholder advisory votes on executive compensation or golden parachute arrangements.
Among other things, as an emerging growth company: • FirstSun is exempt from the requirement to obtain an attestation from its auditors on management’s assessment of FirstSun’s internal control over financial reporting under the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act”; • FirstSun will be permitted an extended transition period for complying with new or revised accounting standards affecting public companies and such new or revised accounting standards will not be applicable to FirstSun until such time as they are applicable to private companies; • FirstSun is permitted to provide reduced disclosure regarding its executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means FirstSun does not have to include a compensation discussion and analysis and certain other disclosures regarding its executive compensation arrangements; and • FirstSun is not required to hold non-binding stockholder advisory votes on executive compensation or golden parachute arrangements.
The law requires each federal banking agency to promulgate regulations defining the following five categories in which an insured depository institution will be placed, based on the level of capital ratios: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized.” As of December 31, 2024, we maintained capital ratios that exceeded the minimum ratios established for a “well capitalized” institution.
The law requires each federal banking agency to promulgate regulations defining the following five categories in which an insured depository institution will be placed, based on the level of capital ratios: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized.” As of December 31, 2025, we maintained capital ratios that exceeded the minimum ratios established for a “well capitalized” institution.
The USA PATRIOT Act amended the Bank Secrecy Act and provides, in part, for the facilitation of information sharing among governmental entities and financial institutions for the purpose of combating terrorism and money laundering by enhancing anti-money laundering and financial transparency laws, as well as enhanced information collection tools and 24 Table of Contents enforcement mechanics for the U.S. government, including: (a) requiring standards for verifying customer identification at account opening; (b) rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering; (c) reports by nonfinancial trades and businesses filed with the U.S.
The USA PATRIOT Act amended the Bank Secrecy Act and provides, in part, for the facilitation of information sharing among governmental entities and financial institutions for the purpose of combating terrorism and money laundering by enhancing anti-money laundering and financial transparency laws, as well as enhanced information collection tools and enforcement mechanics for the U.S. government, including: (a) requiring standards for verifying customer identification at account opening; (b) rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering; (c) reports by nonfinancial trades and businesses filed with the U.S.
An undercapitalized institution: • has a total risk-based capital ratio of less than 8%; or • has a Tier 1 risk-based capital ratio of less than 6%; or • has a common equity Tier 1 risk-based capital ratio of less than 4.5% or greater; or • has a leverage capital ratio of less than 4%.
An undercapitalized institution: • has a total risk-based capital ratio of less than 8%; or • has a Tier 1 risk-based capital ratio of less than 6%; or • has a common equity Tier 1 risk-based capital ratio of less than 4.5%; or • has a leverage capital ratio of less than 4%.
Sunflower Bank was founded in 1892 and offers a full range of specialized financial services to business customers as well as relationship-focused services to meet personal, business and wealth management financial objectives for its customers throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington and a mortgage lending platform with capabilities in 43 states.
Sunflower Bank was founded in 1892 and offers a full range of specialized financial services to business customers as well as relationship-focused services to meet personal, business and wealth management financial objectives for its customers throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington and a mortgage lending platform with capabilities in 44 states.
A significantly undercapitalized institution: • has a total risk-based capital ratio of less than 6%; or • has a Tier 1 risk-based capital ratio of less than 4%; or • has a common equity Tier 1 risk-based capital ratio of less than 3% or greater; or • has a leverage capital ratio of less than 3%.
A significantly undercapitalized institution: • has a total risk-based capital ratio of less than 6%; or • has a Tier 1 risk-based capital ratio of less than 4%; or • has a common equity Tier 1 risk-based capital ratio of less than 3%; or • has a leverage capital ratio of less than 3%.
The bank’s national lines of business include specialty commercial services and a mortgage lending platform with capabilities in 43 states. Our Business Strategy Our goal is to build a premier regional bank serving our key markets, primarily through our organic growth strategy of investing in people, technology and infrastructure to create a top-tier banking platform.
The Bank’s national lines of business include specialty commercial services and a mortgage lending platform with capabilities in 44 states. Our Business Strategy Our goal is to build a premier regional bank serving our key markets, primarily through our organic growth strategy of investing in people, technology and infrastructure to create a top-tier banking platform.
Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include: • factoring accounts receivable; • making, acquiring, brokering or servicing loans and usual related activities; • leasing personal or real property; • operating a non-bank depository institution, such as a savings association; • trust company functions; • financial and investment advisory activities; • conducting discount securities brokerage activities; • underwriting and dealing in government obligations and money market instruments; • providing specified management consulting and counseling activities; • performing selected data processing services and support services; • acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and • performing selected insurance underwriting activities.
Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include, but are not limited to: • factoring accounts receivable; • making, acquiring, brokering or servicing loans and usual related activities; • leasing personal or real property; • operating a non-bank depository institution, such as a savings association; • trust company functions; • financial and investment advisory activities; • conducting discount securities brokerage activities; • underwriting and dealing in government obligations and money market instruments; • providing specified management consulting and counseling activities; • performing selected data processing services and support services; • acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and • performing selected insurance underwriting activities.
These could include fee-based businesses, whole bank or branch acquisitions that would improve or expand our market position into geographies with attractive demographics and business trends, expand our existing branch network in existing or new markets, enhance our earnings power or product and service offerings, or expand our wealth management activities.
These could include fee-based businesses, whole bank or branch acquisitions that we believe would improve or expand our market position into geographies with attractive demographics and business trends, expand our existing branch network in existing or new markets, enhance our earnings power or product and service offerings, or expand our wealth management activities.
See Item 1A. Risk Factors for a further discussion of risks related to cybersecurity and Item 1C. Cybersecurity for a further discussion of risk management strategies and governance processes related to cybersecurity. Deposit Premiums and Assessments Sunflower Bank’s deposits are insured by the Deposit Insurance Fund (“DIF”) of the FDIC up to $250,000, the maximum amount permitted by law.
Risk Factors for a further discussion of risks related to cybersecurity and Item 1C. Cybersecurity for a further discussion of risk management strategies and governance processes related to cybersecurity. Deposit Premiums and Assessments Sunflower Bank’s deposits are insured by the Deposit Insurance Fund (“DIF”) of the FDIC up to $250,000, the maximum amount permitted by law.
As described above, the Bank exceeded its capital requirements under applicable guidelines as of December 31, 2024. Notwithstanding the availability of funds for dividends, the OCC may prohibit the payment of dividends by the Bank if it determines such payment would constitute an unsafe or unsound practice.
As described above, the Bank exceeded its capital requirements under applicable guidelines as of December 31, 2025. Notwithstanding the availability of funds for dividends, the OCC may prohibit the payment of dividends by the Bank if it determines such payment would constitute an unsafe or unsound practice.
Financial institutions must comply with requirements regarding risk-based procedures for conducing ongoing customer due diligence, which requires the institutions to take appropriate steps to understand the nature and purpose of customer relationships and identify and verify the identity of the beneficial owners of legal entity customers.
Financial institutions must comply with requirements regarding risk-based procedures for conducting ongoing customer due diligence, which requires the institutions to take appropriate steps to understand the nature and purpose of customer relationships and identify and verify the identity of the beneficial owners of legal entity customers.
Under the BHC Act, a bank holding company is generally permitted to engage in, or acquire direct or indirect control of more than 5% of the voting shares of any company engaged in, the following activities: • banking or managing or controlling banks; • furnishing services to or performing services for our subsidiaries; and 15 Table of Contents • any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.
Under the BHC Act, a bank holding company is generally permitted to engage in, or acquire direct or indirect control of more than 5% of the voting shares of any company engaged in, the following activities: • banking or managing or controlling banks; • furnishing services to or performing services for our subsidiaries; and • any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.
However, DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, along with mortgage servicing assets and “significant” (defined as greater than 10% of the issued and outstanding common stock of the unconsolidated financial institution) investments in the common stock of unconsolidated “financial institutions” are partially includible in CET1 capital, subject to deductions defined in the rules.
However, DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, along with mortgage servicing assets and “significant” (defined as greater than 10% of the issued and 19 Table of Contents outstanding common stock of the unconsolidated financial institution) investments in the common stock of unconsolidated “financial institutions” are partially includible in CET1 capital, subject to deductions defined in the rules.
Implications of Being an Emerging Growth Company FirstSun qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies.
Implications of Being an Emerging Growth Company FirstSun qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other 14 Table of Contents significant requirements that are otherwise generally applicable to public companies.
The law of choice for enforcement against such business practices has been Section 5 of the Federal Trade Commission Act—the primary federal law that prohibits “unfair or deceptive acts or practices” and unfair methods of competition in or 22 Table of Contents affecting commerce (“UDAP” or “FTC Act”). “Unjustified consumer injury” is the principal focus of the FTC Act.
The law of choice for enforcement against such business practices has been Section 5 of the Federal Trade Commission Act—the primary federal law that prohibits “unfair or deceptive acts or practices” and unfair methods of competition in or affecting commerce (“UDAP” or “FTC Act”). “Unjustified consumer injury” is the principal focus of the FTC Act.
Mortgage loans are subject to the same uniform lending policies referenced below and consist primarily of loans with relatively stronger borrower credit scores, with an average FICO score of 743 in 2024.
Mortgage loans are subject to the same uniform lending policies referenced below and consist primarily of loans with relatively stronger borrower credit scores, with an average FICO score of 743 in 2025.
Our mortgage banking business is also directly impacted by the interest rate environment, increased regulations, consumer demand, driven in large part by general economic conditions and the real estate markets, and investor demand for mortgage securities. In general, mortgage production, especially refinancing activity, declines in rising interest rate environments. 11 Table of Contents Sale of residential mortgages .
Our mortgage banking business is also directly impacted by the interest rate environment, increased regulations, consumer demand, driven in large part by general economic conditions and the real estate markets, and investor demand for mortgage securities. In general, mortgage production, especially refinancing activity, declines in rising interest rate environments. Sale of residential mortgages .
The CRA further requires the agencies to take into account a bank’s record of meeting community credit needs when evaluating applications for, among other things, new branches or mergers. Sunflower Bank received a “satisfactory” CRA Assessment Rating from the OCC in its most recent examination.
The CRA further requires the agencies to take into account a bank’s record of meeting community credit needs when evaluating applications for, among other things, new branches or mergers. Sunflower Bank received a “Satisfactory” CRA 21 Table of Contents Assessment Rating from the OCC in its most recent examination.
FirstSun has a third wholly-owned subsidiary, FEIF Capital Partners, LLC, a Delaware limited liability company, which is planned to serve as the investment manager of a prospective income fund.
FirstSun has a third wholly-owned subsidiary, FEIF Capital Partners, LLC, a Delaware limited liability company, which is planned to serve as the investment manager of a prospective credit fund.
The Federal Reserve also has the authority under the BHC Act to require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve’s determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the bank holding company.
The Federal Reserve also has the authority under the BHC Act to require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve’s determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary 17 Table of Contents depository institution of the bank holding company.
Human Capital Resources We are committed to provide, develop and retain a high performing and diverse workforce that fosters a healthy, safe and productive work environment for our employees to maximize individual and organizational potential and position us as an employer of choice. Employee Profile.
Human Capital Resources We are committed to provide, develop and retain a high performing and highly qualified workforce that fosters a healthy, safe and productive work environment for our employees to maximize individual and organizational potential and position us as an employer of choice. Employee Profile.
On October 24, 2023, the federal banking agencies issued a final rule to amend the regulations implementing the CRA. The rule significantly expands the number of areas in which a bank is evaluated, materially changes the tests used to evaluate the bank in those areas and expands the data a bank must collect and report.
On October 24, 2023, the federal banking agencies issued a final rule to amend the regulations implementing the CRA. The rule significantly expanded the number of areas in which a bank is evaluated, materially changing the tests used to evaluate a bank in those areas and expands the data a bank must collect and report.
Treasury Department’s Financial Crimes Enforcement Network for transactions exceeding $10,000; (d) filing suspicious activities reports if a bank believes a customer may be violating U.S. laws and regulations; and (e) requires enhanced due diligence requirements for financial institutions that administer, maintain, or manage private bank accounts or correspondent accounts for non-U.S. persons.
Treasury Department’s Financial Crimes Enforcement Network for transactions exceeding $10,000; (d) filing suspicious activities reports if a bank believes a customer may be violating U.S. laws and regulations; and (e) 24 Table of Contents requires enhanced due diligence requirements for financial institutions that administer, maintain, or manage private bank accounts or correspondent accounts for non-U.S. persons.
The CFPB has brought a variety of enforcement actions for violations of UDAAP provisions and CFPB guidance continues to evolve. Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates.
The CFPB has brought a variety of enforcement actions for violations of UDAAP provisions and CFPB guidance continues to evolve. 22 Table of Contents Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates.
The monetary policies of the Federal Reserve have major effects on the levels of bank loans, investments and deposits through its open market operations in U.S. government securities and through its regulation 26 Table of Contents of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits.
The monetary policies of the Federal Reserve have major effects on the levels of bank loans, investments and deposits through its open market operations in U.S. government securities and through its regulation of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits.
The subsequent name change and reincorporation were completed pursuant to the merger agreement entered into on July 28, 2016, by and among FirstSun, Strategic Growth Bank Incorporated, which we refer to as “SGB,” Strategic Growth Bancorp Incorporated, which we refer to as “Strategic” and First National Bancorp Incorporated, which we refer to as “FNB,” and together with SGB and Strategic, as the “SGB parties.” On June 19, 2017, we completed our merger with the SGB parties.
The subsequent name change and reincorporation were completed pursuant to the merger agreement entered into on July 28, 2016, by and among FirstSun, Strategic Growth Bank Incorporated, which we refer to as “SGB,” Strategic Growth Bancorp Incorporated, which we refer to as “Strategic” and First National Bancorp Incorporated, which we refer to as “FNB,” and together with SGB and Strategic, as the “SGB parties.” 7 Table of Contents On June 19, 2017, we completed our merger with the SGB parties.
Due to the larger average size of commercial real estate loans, we face the risk that 10 Table of Contents losses incurred on a small number of commercial real estate loans could have a material adverse impact on our financial condition and results of operations. • Residential Real Estate Loans .
Due to the larger average size of commercial real estate loans, we face the risk that losses incurred on a small number of commercial real estate loans could have a material adverse impact on our financial condition and results of operations. • Residential Real Estate Loans .
In accordance with our lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight that satisfies secondary market standards as outlined by our investors to the size and complexity of the lending relationship.
In accordance with our lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight that satisfies secondary market standards as outlined by our investors to the size and complexity of the lending 11 Table of Contents relationship.
Further, federal law grants federal bank regulatory authorities’ 17 Table of Contents additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution’s financial condition.
Further, federal law grants federal bank regulatory authorities’ additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution’s financial condition.
We are subject to requirements and restrictions under federal law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon and limitations on the types of investments that may be made and the types of services that may be offered.
We are subject to requirements 18 Table of Contents and restrictions under federal law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon and limitations on the types of investments that may be made and the types of services that may be offered.
AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When implemented, Basel III provided a one-time opportunity for covered banking organizations to opt out of much of this treatment of AOCI.
AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When implemented, Basel III provided a one-time opportunity for covered banking organizations to opt out of much of this treatment of AOCI. We made this opt-out election.
The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant 21 Table of Contents to applicable capital adequacy guidelines and regulations, and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized.
The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized.
Our product line includes commercial and industrial loans and commercial real estate loans, residential mortgage and other consumer loans, a variety of commercial, consumer and private banking deposit products, including noninterest-bearing accounts, interest-bearing demand products, savings accounts, money market accounts and certificates of deposit and treasury management products and services.
Our product line includes commercial and industrial loans and commercial real estate loans, residential mortgage and other consumer loans, a variety of commercial, consumer and private banking deposit products, including noninterest-bearing accounts, interest-bearing demand products, savings accounts, money market accounts and certificates of deposit.
The deposit operations of the Bank are also subject to federal laws, such as: • the Federal Deposit Insurance Act which, among other things, limits the amount of deposit insurance available per insured depositor category to $250,000 and imposes other limits on deposit-taking; • the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; • the Electronic Funds Transfer Act and Regulation E, which governs the rights, liabilities, and responsibilities of consumers and financial institutions using electronic fund transfer services, and which generally mandates disclosure requirements, establishes limitations on liability applicable to consumers for unauthorized electronic fund transfers, dictates certain error resolution processes, and applies other requirements relating to automatic deposits to and withdrawals from deposit accounts; • The Expedited Funds Availability Act and Regulation CC, setting forth requirements to make funds deposited into transaction accounts available according to specified time schedules, disclose funds availability policies to customers, and relating to the collection and return of checks and electronic checks, including the rules regarding the creation or receipt of substitute checks; and • the Truth in Savings Act and Regulation DD, which requires depository institutions to provide disclosures so that consumers can make meaningful comparisons about depository institutions and accounts. 23 Table of Contents The CFPB is an independent regulatory authority housed within the Federal Reserve.
The deposit operations of the Bank are also subject to federal laws, such as: • the Federal Deposit Insurance Act which, among other things, limits the amount of deposit insurance available per insured depositor category to $250,000 and imposes other limits on deposit-taking; • the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; • the Electronic Funds Transfer Act and Regulation E, which governs the rights, liabilities, and responsibilities of consumers and financial institutions using electronic fund transfer services, and which generally mandates disclosure requirements, establishes limitations on liability applicable to consumers for unauthorized electronic fund transfers, dictates certain error resolution processes, and applies other requirements relating to automatic deposits to and withdrawals from deposit accounts; • The Expedited Funds Availability Act and Regulation CC, setting forth requirements to make funds deposited into transaction accounts available according to specified time schedules, disclose funds availability policies to customers, and relating to the collection and return of checks and electronic checks, including the rules regarding the creation or receipt of substitute checks; and • the Truth in Savings Act and Regulation DD, which requires depository institutions to provide disclosures so that consumers can make meaningful comparisons about depository institutions and accounts.
In summary, a financial holding company can engage in activities that are financial in nature or incidental or complementary to financial activities, including insurance underwriting, sales and brokerage activities, providing financial and investment advisory services, underwriting services and limited merchant banking activities. FirstSun is currently a financial holding company.
In summary, a financial holding company can engage in activities that are financial in nature or incidental or complementary to financial activities, including insurance underwriting, sales and brokerage activities, providing financial and investment advisory services, underwriting services and limited merchant banking activities.
As a result, we are primarily subject to the supervision, examination and reporting requirements of the Federal Reserve under the BHC Act and its regulations promulgated thereunder. Permitted Activities We are a bank holding company, and have elected to be a financial holding company, which permits us to engage in expanded financial activities as a bank holding company.
As a result, we are primarily subject to the supervision, examination and reporting requirements of the Federal Reserve under the BHC Act and its regulations promulgated thereunder. Permitted Activities FirstSun is a bank holding company, and has elected to be a financial holding company, which permits us to engage in expanded financial activities as a bank holding company.
Our unwavering commitment to serving local communities has led to a high-quality core deposit franchise focused in higher growth metropolitan markets as well as stable, non-metropolitan markets that provides a low-cost funding base for our lending opportunities. In addition, our mortgage, wealth management, private banking and treasury management offerings provide revenue diversification and best-in-class fee income generation.
Our commitment to serving local communities has led to a high-quality core deposit franchise focused in higher growth metropolitan markets as well as stable, non-metropolitan markets that provides a low-cost funding base for our lending opportunities. In addition, our mortgage, wealth management, private banking and treasury management offerings provide revenue diversification and generate fee income.
Pioneer’s wholly-owned subsidiary, Pioneer Bank, SSB, a Texas state savings bank, was merged with and into the Bank, with the Bank continuing as the surviving bank. With the merger, we acquired 19 branches in Texas. 7 Table of Contents In November 2023, the Bank relocated its main office from Denver, Colorado, to Dallas, Texas.
Pioneer’s wholly-owned subsidiary, Pioneer Bank, SSB, a Texas state savings bank, was merged with and into the Bank, with the Bank continuing as the surviving bank. With the merger, we acquired 19 branches in Texas. In November 2023, the Bank relocated its main office from Denver, Colorado, to Dallas, Texas.
Additionally, we believe our growing treasury management business will continue to benefit our attractive funding base. Continue our Greater Texas and Southern California Market Expansion Strategy. The greater Texas market has been a top strategic priority for our organization from an organic and acquisition perspective.
Additionally, we believe our growing treasury management business will continue to benefit our attractive funding base. 8 Table of Contents Continue our Greater Texas and Southern California Market Expansion Strategy. The greater Texas market has been a top strategic priority for our organization from an organic and acquisition perspective.
Additionally, Sunflower Bank provides treasury management products and services and offers wealth management and trust products including private banking, personal trust and agency accounts, employee benefit and retirement related trust and agency accounts, investment management and advisory agency accounts, and foundation and endowment trust and agency accounts.
Additionally, Sunflower Bank provides treasury management products and services and together with Sunflower Wealth Advisors offers wealth management and trust products including private banking, personal trust and agency accounts, employee benefit and retirement related trust and agency accounts, investment management and advisory agency accounts, and foundation and endowment trust and agency accounts.
Our granular loan portfolio reflects a balanced mix of consumer and commercial clients across these markets that we think provides a natural hedge to industry and market cycles.
Our 13 Table of Contents granular loan portfolio reflects a balanced mix of consumer and commercial clients across these markets that we think provides a natural hedge to industry and market cycles.
Bank Holding Company Regulation We own 100% of the outstanding capital stock of Sunflower Bank, and, therefore, we are considered to be a bank holding company registered under the federal Bank Holding Company Act of 1956 (the “BHC Act”).
Bank Holding Company Regulation FirstSun owns 100% of the outstanding capital stock of Sunflower Bank, and, therefore, we are considered to be a bank holding company registered under the federal Bank Holding Company Act of 1956 (the “BHC Act”).
No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K.
No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K. 27 Table of Contents
That vision continues to drive us today, as our 1,127 full-time equivalent employee base, as of December 31, 2024, serves our business and consumer customers throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington.
That vision continues to drive us today, as our 1,177 full-time equivalent employee base, as of December 31, 2025, serves our business and consumer customers throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports and statements filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are also accessible at no cost on our internet website at http://ir.firstsuncb.com after they are electronically filed with the SEC.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports and statements filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are also accessible at no cost on our internet website at http://ir.firstsuncb.com after they are electronically filed with the SEC.
As of December 31, 2024, we had 1,142 total employees and 1,127 full-time equivalent employees, primarily located throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington. Our employees are not covered by a collective bargaining agreement. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.
As of December 31, 2025, we had 1,186 total employees and 1,177 full-time equivalent employees, primarily located throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington. Our employees are not covered by a collective bargaining agreement. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.
Beyond our greater Texas strategy, we are also expanding our presence in Southern California markets. With a team of bankers hired during 2024, we now deliver relationship banking to communities around Southern California.
Beyond our greater Texas strategy, we have also expanded our presence in Southern California markets. With a team of bankers hired during 2024, we now deliver relationship banking to communities around Southern California.
In addition to our organic expansion in Dallas, we closed our merger with Pioneer on April 1, 2022, which further increased our Texas loans and deposit market position. The Bank’s headquarters was relocated to Dallas, Texas in November 2023. We anticipate continuing to grow our Texas loan and deposit customer base in the years to come.
In addition to our organic expansion in Dallas, we closed our merger with Pioneer on April 1, 2022, which further increased our Texas loan and deposit portfolios. The Bank’s headquarters was relocated to Dallas, Texas in November 2023. We anticipate continuing to grow our Texas loan and deposit customer base.
A well-capitalized institution: • has total risk-based capital ratio of 10% or greater; and • has a Tier 1 risk-based capital ratio of 8% or greater; and • has a common equity Tier 1 risk-based capital ratio of 6.5% or greater; and • has a leverage capital ratio of 5% or greater; and 20 Table of Contents • is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.
A well-capitalized institution: • has total risk-based capital ratio of 10% or greater; and • has a Tier 1 risk-based capital ratio of 8% or greater; and • has a common equity Tier 1 risk-based capital ratio of 6.5% or greater; and • has a leverage capital ratio of 5% or greater; and • is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure. 20 Table of Contents Adequately Capitalized —The institution meets the required minimum level for each relevant capital measure.
Financial Statements and Supplementary Data” elsewhere in this report. Lending Activities We offer a range of lending services, including commercial and industrial, commercial real estate, residential real estate, public finance, consumer and other loans. Our customers are generally commercial businesses, professional services and retail consumers within our market areas. For further information, see “Loans” in “Item 7.
Lending Activities We offer a range of lending services, including commercial and industrial, commercial real estate, residential real estate, public finance, consumer and other loans. Our customers are generally commercial businesses, professional services and retail consumers within our market areas. For further information, see “Loans” in “Item 7.
The Dodd-Frank Wall Street Reform and Consumer Protection Act The Dodd-Frank Act was signed into law in July 2010 and impacts financial institutions in numerous ways, including: • The creation of a Financial Stability Oversight Council responsible for monitoring and managing systemic risk; • Granting additional authority to the Federal Reserve to regulate certain types of nonbank financial companies; • Granting new authority to the FDIC as liquidator and receiver; • Changing the manner in which deposit insurance assessments are made; • Requiring regulators to modify capital standards; • Establishing the Consumer Financial Protection Bureau (the “CFPB”); • Capping interchange fees that certain banks charge merchants for debit card transactions; • Imposing more stringent requirements on mortgage lenders; and • Limiting banks’ proprietary trading activities.
The Dodd-Frank Wall Street Reform and Consumer Protection Act The Dodd-Frank Act was signed into law in July 2010 and impacts financial institutions in numerous ways, including: • The creation of a Financial Stability Oversight Council responsible for monitoring and managing systemic risk; • Granting additional authority to the Federal Reserve to regulate certain types of nonbank financial companies; • Granting new authority to the FDIC as liquidator and receiver; • Changing the manner in which deposit insurance assessments are made; • Requiring regulators to modify capital standards; • Establishing the Consumer Financial Protection Bureau (the “CFPB”); • Capping interchange fees that certain banks charge merchants for debit card transactions; • Imposing more stringent requirements on mortgage lenders; and • Limiting banks’ proprietary trading activities. 15 Table of Contents There are many provisions in the Dodd-Frank Act mandating regulators to adopt new regulations and conduct studies upon which future regulation may be based.
Total base assessment after possible adjustments now ranges between 2.5 and 32 basis points. For established smaller institutions, such as us, the total base assessment rate is calculated by using supervisory ratings as well as (a) an initial base assessment rate, (b) an unsecured debt adjustment (which can be positive or negative), and (c) a brokered deposit adjustment.
For established smaller institutions, such as us, the total base assessment rate is calculated by using supervisory ratings as well as (a) an initial base assessment rate (ranging between five and 32 basis points), (b) an unsecured debt adjustment (which can be positive or negative), and (c) a brokered deposit adjustment.
The CFPB has broad authority to regulate the offering and provision of consumer financial products and services. The CFPB has the authority to supervise and examine depository institutions with more than $10 billion in assets for compliance with federal consumer laws.
The CFPB is an independent regulatory authority housed within the Federal Reserve. The CFPB has broad authority to regulate the offering and provision of consumer financial products and services. The CFPB has the authority to supervise and examine depository institutions with more than $10 billion in assets for compliance with federal consumer laws.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 3 - Loans in the notes to consolidated financial statements included in “Item 8.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 3 - Loans in the notes to consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” elsewhere in this report.
As such, the CFPB may participate in examinations of the Bank. In addition, states are permitted to adopt consumer protection laws and regulations that are stricter than the regulations promulgated by the CFPB, and state attorneys general are permitted to enforce consumer protection rules adopted by the CFPB against certain institutions.
In addition, states are permitted to adopt consumer protection laws and regulations that are stricter than the regulations promulgated by the CFPB, and state attorneys general are permitted to enforce consumer protection rules adopted by the CFPB against certain institutions.
Commercial real estate loans are often larger and involve greater risks than other types of lending. Adverse developments affecting commercial real estate values in our market areas could increase the credit risk associated with these loans, impair the value of property pledged as collateral for these loans, and affect our ability to sell the collateral upon foreclosure without a loss.
Adverse developments affecting commercial real estate values in our market areas could increase the credit risk associated with these loans, impair the value of property pledged as collateral for these loans, and affect our ability to sell the collateral upon foreclosure without a loss.
We made this opt-out election. 19 Table of Contents In addition, in order to avoid restrictions on capital distributions or discretionary bonus payments to executives, under Basel III, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements.
In addition, in order to avoid restrictions on capital distributions or discretionary bonus payments to executives, under Basel III, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements.
These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be adopted. We are unable to predict these future changes or the effects, if any, that these changes could have on our business, revenues, and results of operations.
The following summary is qualified by reference to the statutory and regulatory provisions discussed. These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be adopted. We are unable to predict these future changes or the effects, if any, that these changes could have on our business, revenues, and results of operations.
We cannot predict the nature or effect of future changes in such monetary policies. Future Legislation and Regulation Congress may enact legislation from time to time that affects the regulation of the financial services industry, and state legislatures may enact legislation from time to time affecting the regulation of financial institutions chartered by or operating in those states.
Future Legislation and Regulation Congress may enact legislation from time to time that affects the regulation of the financial services industry, and state legislatures may enact legislation from time to time affecting the regulation of financial institutions chartered by or operating in those states.
Item 1. Business In this report, unless the context suggests otherwise, references to “we,” “us,” and “our” mean the combined business of FirstSun Capital Bancorp (“FirstSun” or the “Company”) and its wholly-owned subsidiaries, including Sunflower Bank, National Association (“Sunflower Bank” or the “Bank”), Logia Portfolio Management, LLC, and FEIF Capital Partners, LLC.
Business In this report, unless the context suggests otherwise, references to the “Company” or “FirstSun” refers to FirstSun Capital Bancorp, a Delaware corporation, and references to “we,” “us,” and “our” refer to the combined business of FirstSun Capital Bancorp and its wholly-owned subsidiaries, including Sunflower Bank, National Association (“Sunflower Bank” or the “Bank”), Sunflower Wealth Advisors LLC, and FEIF Capital Partners, LLC.
On January 1, 2021, Congress overrode former President Trump’s veto and thereby enacted the National Defense Authorization Act for Fiscal Year 2022, or “NDAA.” The NDAA provides for one of the most significant overhauls of the BSA and related anti-money laundering laws since the USA Patriot Act.
On January 1, 2021, Congress enacted the National Defense Authorization Act for Fiscal Year 2022, or “NDAA.” Among other things, the NDAA included the Anti-Money Laundering Act of 2020, which provides for one of the most significant overhauls of the BSA and related anti-money laundering laws since the USA Patriot Act.
Our holistic and personalized approach delivers a customized asset management solution focused on the client’s personal, family and multi-generational needs. Our asset management solutions are focused on seeking to generate the highest net after tax returns for our clients relative to their appropriate risk level. Credit Administration and Loan Review Certain credit risks are inherent in making loans.
Our asset management solutions are focused on seeking to generate the highest net after tax returns for our clients relative to their appropriate risk level. Credit Administration and Loan Review Certain credit risks are inherent in making loans.
Deposit Products We obtain most of our deposits from individuals, small and medium-sized businesses and municipalities in our markets. We solicit deposits through our relationship-driven team of dedicated and accessible bankers and through community-focused marketing. We emphasize obtaining deposit relationships at loan origination. We provide a high level of customer service to our depositors.
We solicit deposits through our relationship-driven team of dedicated and accessible bankers and through community-focused marketing. We emphasize obtaining deposit relationships at loan origination. We provide a high level of customer service to our depositors.
Commercial and industrial loans include our specialty lending verticals such as structured finance products, asset based lending and family office. Commercial and industrial also includes our healthcare, SBA and other small business lending products. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less.
Commercial and industrial also includes our healthcare, SBA and other small business lending products. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less.
OFAC publishes lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts; owned or controlled by, or acting on behalf of target countries, and narcotics traffickers.
OFAC publishes lists of designated persons and organizations subject to sanctions, including those suspected of aiding, harboring or engaging in terrorist acts; owned or controlled by, or acting on behalf of sanctioned jurisdictions, and narcotics traffickers.
The following discussion is not intended to be a complete list of all the activities regulated by the banking laws or of the impact of such laws and regulations on our operations. It is intended only to briefly summarize some material provisions. The following summary is qualified by reference to the statutory and regulatory provisions discussed.
These laws generally are intended to protect consumers and depositors, rather than FirstSun stockholders. The following discussion is not intended to be a complete list of all the activities regulated by the banking laws or of the impact of such laws and regulations on our operations. It is intended only to briefly summarize some material provisions.
The real estate securing our existing commercial real estate loans includes a wide variety of property types, such as offices, warehouses, production facilities, health care facilities, hotels, mixed-use residential/commercial, retail centers, restaurants, assisted living facilities and self-storage facilities. Non-owner occupied CRE loans were 66.7% of the Company’s risk-based capital, or 11.8% of total loans as of December 31, 2024.
The real estate securing our existing commercial real estate loans includes a wide variety of property types, such as offices, warehouses, production facilities, health care facilities, hotels, mixed-use residential/commercial, retail centers, restaurants, assisted living facilities and self-storage facilities.
We provide those services through our two primary operating wholly-owned subsidiaries—Sunflower Bank, a national banking association headquartered in Dallas, Texas, that operates as Sunflower Bank, N.A., First National 1870 and Logia Portfolio Management, LLC, a registered investment advisor organized under the laws of the State of Kansas that provides discretionary investment management to retail and institutional accounts.
Overview We are a financial holding company headquartered in Denver, Colorado, providing a full spectrum of deposit, lending, treasury management, wealth management and online banking products and services through our two primary operating subsidiaries—Sunflower Bank, a national banking association headquartered in Dallas, Texas, that operates as Sunflower Bank, N.A. and First National 1870, a division of Sunflower Bank, N.A., and Sunflower Wealth Advisors LLC, a registered investment advisor organized under the laws of the State of Kansas that provides discretionary investment management to retail and institutional accounts.
As an institution with less than $10 billion in assets, our assessment rates are based on the level of risk we pose to the FDIC’s DIF. The initial base rate for deposit insurance for institutions with less than $10 billion in assets is between five and 32 basis points.
As an institution with less than $10 billion in assets, our assessment rates are based on the level of risk we pose to the FDIC’s DIF.
Bank regulators routinely examine institutions for compliance with these obligations and are required to consider compliance in connection with the regulatory review of applications. Under the USA PATRIOT Act, the regulators can provide lists of the names of persons suspected of involvement in terrorist activities.
Bank regulators routinely examine institutions for compliance with these obligations and are required to consider compliance in connection with the regulatory review of applications.
CRE Guidance In December 2015, the federal banking regulators released a statement entitled “Interagency Statement on Prudent Risk Management for Commercial Real Estate Lending,” or the “CRE Guidance.” In the CRE Guidance, the federal banking regulators (a) expressed concerns with institutions that ease CRE underwriting standards, (b) directed financial institutions to maintain underwriting discipline and exercise risk management practices to identify, measure and monitor lending risks, and (c) indicated that they will continue to pay special attention to CRE lending activities and concentrations.
The FDIC may terminate the deposit insurance of any insured depository institution if it determines after a notice and hearing that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. 26 Table of Contents CRE Guidance In December 2015, the federal banking regulators released a statement entitled “Interagency Statement on Prudent Risk Management for Commercial Real Estate Lending,” or the “CRE Guidance.” In the CRE Guidance, the federal banking regulators (a) expressed concerns with institutions that ease CRE underwriting standards, (b) directed financial institutions to maintain underwriting discipline and exercise risk management practices to identify, measure and monitor lending risks, and (c) indicated that they will continue to pay special attention to CRE lending activities and concentrations.
The authority to supervise and examine depository institutions with $10 billion or less in assets, such as us, for compliance with federal consumer laws remains largely with those institutions’ primary regulators. However, the CFPB may participate in examinations of these smaller institutions on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators.
The authority to supervise and examine depository institutions with $10 billion or less in assets, such as us, for compliance with federal consumer laws remains largely with those institutions’ primary regulators.
Importantly, the Federal Reserve did not join with the FDIC and the OCC in this updated guidance. Additionally, the DOJ announced its withdrawal from the 1995 Bank Merger Competitive Review Guidelines, indicating that it would apply its 2023 Merger Guidelines to the banking industry.
Additionally, the DOJ announced its withdrawal from the 1995 Bank Merger Competitive Review Guidelines, indicating that it would apply its 2023 Merger Guidelines to the banking industry.
Additionally, our Mortgage Operations segment includes the servicing of residential mortgage loans and the packaging and securitization of loans to governmental agencies. For further information, see “ Segments ” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 21 - Segment Information in the notes to consolidated financial statements included in “Item 8.
Additionally, our Mortgage Operations segment includes the servicing of residential mortgage loans and the packaging and securitization of loans to governmental agencies. 9 Table of Contents For further information, see “ Segments ” in “Item 7.

… 88 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

128 edited+101 added−75 removed210 unchanged
Biggest changeAs a result of this uncertainty, we face the potential for reputational risk, deposit outflows, increased costs and competition for liquidity, and increased credit risk which, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. The value of securities in our investment portfolio may decline in the future.
Biggest changeEvents in the financial services industry, such as the high-profile bank failures in 2023 and additional bank failures in 2024 and 2025, may also cause concern and uncertainty about the financial services industry generally, which may result in sudden deposit outflows, increased borrowing and funding costs, and increased competition for liquidity, any of which could have a material adverse impact on our business, financial condition, and results of operations.
Disruptions or failures in the physical infrastructure or operating systems that support our businesses and clients, or cyber-attacks or security breaches of the networks, systems or devices that our clients use to access our products and services could result in client attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.
Disruptions or failures in the physical infrastructure or operating systems that support our businesses and clients, or cyber-attacks or security breaches of the networks, systems or devices that our clients use to access our products and services could result in client attrition, litigation, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.
The FDIC insures deposits at FDIC-insured depository institutions, such as Sunflower Bank, up to the maximum federal deposit insurance level per account. Our regular assessments are based on its average consolidated total assets minus average tangible equity as well as by risk classification, which includes regulatory capital levels and the level of supervisory concern.
The FDIC insures deposits at FDIC-insured depository institutions, such as Sunflower Bank, up to the maximum federal deposit insurance level per account. Our regular assessments are based on average consolidated total assets minus average tangible equity as well as by risk classification, which includes regulatory capital levels and the level of supervisory concern.
Our merger and acquisition activities could involve a number of additional risks, including the risks of: • the possibility that the expected benefits of a transaction, including cost savings, may not materialize in the timeframe expected or at all, or may be costlier to achieve; • the incurrence and possible impairment of goodwill and other intangible assets associated with an acquisition or merger and possible adverse short-term effects on our results of operations; • the occurrence of a change in the interest rate environment, including the magnitude and duration of interest rate changes, which could adversely affect our revenue and expenses, value of assets and obligations, and the availability and cost of capital and liquidity, along with the consummation of the merger; • incurring the time and expense associated with identifying, evaluating and negotiating with potential merger or acquisition targets and with seeking to complete and preparing for integration with proposed mergers or acquisitions; • our inability to obtain regulatory and other approvals necessary to consummate mergers, acquisitions or other expansion activities, or the risk that such regulatory approvals are delayed, impeded, or conditioned due to existing or new regulatory issues surrounding us, the target institution or the proposed combined entity as a result of, among other things, issues related to anti-money laundering/Bank Secrecy Act compliance, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive or abusive acts or practices regulations, or the Community Reinvestment Act; • diversion of our management’s attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses; • the inability to obtain alternative capital in the event it becomes necessary to complete the proposed merger; • our estimates and judgments used to evaluate financial performance, credit, asset values, operations, management and market risks with respect to the acquired or merged company may not be accurate; • the ability to develop and maintain a strong core deposit base or other low-cost funding sources necessary to fund our activities, particularly in a rising or high-interest rate environment; • potential exposure to unknown or contingent liabilities of the acquired or merged company; • difficulty or unanticipated expense associated with converting the operating systems of, and otherwise integrating the business of, the acquired or merged company into ours; • the possibility that we will be unable to successfully implement integration strategies, due to challenges associated with integrating complex systems, technology, banking centers, and other assets of the acquired or merged company in a manner that minimizes any adverse effect on customers, suppliers, employees, and other constituencies; • delays in completing or failure to complete a merger or acquisition due to litigation, closing conditions or the regulatory approval process; • the possibility that a proposed acquisition or merger may not be timely completed, if at all; • creating an adverse short‑term effect on our results of operations; and • the possible loss of our key employees and customers or those of the acquired or merged company.
Our merger and acquisition activities, including our proposed merger with First Foundation, could involve a number of additional risks, including the risks of: • the possibility that the expected benefits of a transaction, including cost savings, may not materialize in the timeframe expected or at all, or may be costlier to achieve; • the incurrence and possible impairment of goodwill and other intangible assets associated with an acquisition or merger and possible adverse short-term effects on our results of operations; • the occurrence of a change in the interest rate environment, including the magnitude and duration of interest rate changes, which could adversely affect our revenue and expenses, value of assets and obligations, and the availability and cost of capital and liquidity, along with the consummation of the merger; • incurring the time and expense associated with identifying, evaluating and negotiating with potential merger or acquisition targets and with seeking to complete and preparing for integration with proposed mergers or acquisitions; • our inability to obtain regulatory and other approvals necessary to consummate mergers, acquisitions or other expansion activities, or the risk that such regulatory approvals are delayed, impeded, or conditioned due to existing or new regulatory issues surrounding us, the target institution or the proposed combined entity as a result of, among other things, issues related to anti-money laundering/Bank Secrecy Act compliance, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive or abusive acts or practices regulations, or the Community Reinvestment Act; • diversion of our management’s attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses; 43 Table of Contents • the inability to obtain alternative capital in the event it becomes necessary to complete the proposed merger; • our estimates and judgments used to evaluate financial performance, credit, asset values, operations, management and market risks with respect to the acquired or merged company may not be accurate; • the ability to develop and maintain a strong core deposit base or other low-cost funding sources necessary to fund our activities, particularly in a rising or high-interest rate environment; • potential exposure to unknown or contingent liabilities of the acquired or merged company; • difficulty or unanticipated expense associated with converting the operating systems of, and otherwise integrating the business of, the acquired or merged company into ours; • the possibility that we will be unable to successfully implement integration strategies, due to challenges associated with integrating complex systems, technology, banking centers, and other assets of the acquired or merged company in a manner that minimizes any adverse effect on customers, suppliers, employees, and other constituencies; • delays in completing or failure to complete a merger or acquisition due to litigation, closing conditions or the regulatory approval process; • the possibility that a proposed acquisition or merger may not be timely completed, if at all; • creating an adverse short‑term effect on our results of operations; and • the possible loss of our key employees and customers or those of the acquired or merged company.
Changes in market values of investment securities classified as available for sale are impacted by interest rates and can negatively impact our other comprehensive income and equity levels through accumulated other comprehensive income, which includes net unrealized gains and losses on those securities.
Changes in market values of investment securities classified as available for sale are also impacted by interest rates and can negatively impact our other comprehensive income and equity levels through accumulated other comprehensive income, which includes net unrealized gains and losses on those securities.
In addition, the total number of our outstanding shares less the shares beneficially owned by our directors, executive officers and greater than 5% stockholders, is quite limited. Accordingly, shareholders should consider the potential illiquid and long-term nature of an investment in FirstSun common stock.
In addition, the total number of our outstanding shares less the shares beneficially owned by our directors, executive officers and greater than 5% stockholders, is quite limited. Accordingly, shareholders should consider the potential illiquid and long-term nature of an investment in our common stock.
Whole loan sale agreements require repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan.
Whole loan sale agreements may require repurchase or substitute mortgage loans, or may require that we indemnify buyers against losses, in the event we breach these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan.
We would cease to be an emerging growth company upon the earliest of: (i) the first fiscal year following the fifth anniversary of our first sale of common equity securities pursuant to an effective registration statement; (ii) the first fiscal year after our annual gross revenues are $1.235 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the second quarter of that fiscal year.
We will cease to be an emerging growth company upon the earliest of: (i) the first fiscal year following the fifth anniversary of our first sale of common equity securities pursuant to an effective registration statement; (ii) the first fiscal year after our annual gross revenues are $1.235 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the second quarter of that fiscal year.
These risks include, without limitation, the following: • our inability to attract and retain clients in our banking market areas; • our inability to achieve and maintain growth in our earnings while pursuing new business opportunities; • our inability to maintain a high level of client service while optimizing our physical branch count due to changing client demand, all while expanding our remote banking services and expanding or enhancing our information processing, technology, compliance, and other operational infrastructures effectively and efficiently; • our inability to maintain loan quality in the context of significant loan growth; • our inability to attract or maintain sufficient deposits and capital to fund anticipated loan growth; • our inability to maintain adequate common equity and regulatory capital while managing the liquidity and capital requirements associated with growth, especially organic growth and cash-funded acquisitions; 43 Table of Contents • our inability to hire or retain adequate management personnel and systems to oversee and support such growth; • our inability to implement additional policies, procedures and operating systems required to support our growth; and • our inability to manage effectively and efficiently the changes and adaptations necessitated by a complex, burdensome, and evolving regulatory environment.
These risks include, without limitation, the following: • our inability to attract and retain clients in our banking market areas; • our inability to achieve and maintain growth in our earnings while pursuing new business opportunities; • our inability to maintain a high level of client service while optimizing our physical branch count due to changing client demand, all while expanding our remote banking services and expanding or enhancing our information processing, technology, compliance, and other operational infrastructures effectively and efficiently; • our inability to maintain loan quality in the context of significant loan growth; • our inability to attract or maintain sufficient deposits and capital to fund anticipated loan growth; • our inability to maintain adequate common equity and regulatory capital while managing the liquidity and capital requirements associated with growth, especially organic growth and cash-funded acquisitions; • our inability to hire or retain adequate management personnel and systems to oversee and support such growth; • our inability to implement additional policies, procedures and operating systems required to support our growth; and • our inability to manage effectively and efficiently the changes and adaptations necessitated by a complex, burdensome, and evolving regulatory environment.
In accordance with our strategic plan, we evaluate opportunities to acquire other banks and branch locations, as well as other fee generating lines of business, such as fee based advisory and trust services.
In accordance with our strategic plan, we evaluate opportunities to acquire other banks and branch locations, as well as other service fee generating lines of business, such as service fee-based advisory and trust services.
In addition, a disruption in our operations resulting from failure of transportation and telecommunication systems, loss of power, interruption of other utilities, natural disaster, fire, global climate changes, computer hacking or viruses, failure of technology, terrorist activity or the domestic and foreign response to such activity or other events outside of our control could have an adverse impact on the financial services industry as a whole and/or on our business.
In addition, a disruption in our operations resulting from failure of internet and telecommunication systems, loss of power, interruption of other utilities, natural disaster, fire, global climate changes, computer hacking or viruses, failure of technology, terrorist activity or the domestic and foreign response to such activity or other events outside of our control could have an adverse impact on the financial services industry as a whole and/or on our business.
Federal, state and local laws have been adopted that are intended to eliminate certain lending practices considered “predatory.” These laws prohibit practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property.
In addition, federal, state and local laws have been adopted that are intended to eliminate certain lending practices considered “predatory.” These laws prohibit practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property.
If repurchase and indemnity demands increase and such demands are valid claims and are in excess of our provision for potential losses, our liquidity, results of operations and financial condition may be adversely affected. Operational Risks We are subject to losses due to errors, omissions or fraudulent behavior by our employees, clients, counterparties or other third parties.
If repurchase and indemnity demands increase and such demands are valid claims and are in excess of our provision for potential losses, our liquidity, results of operations and financial condition may be adversely affected. Risks Related to Our Operations We are subject to losses due to errors, omissions or fraudulent behavior by our employees, clients, counterparties or other third parties.
Failure to implement effective controls and procedures or circumvention of our controls and procedures could harm our business, results of operations and financial condition or cause us to fail to meet our public reporting obligations. Risks Related to FirstSun Common Stock and Market Risk The trading volumes in our common stock, may not provide adequate liquidity for investors.
Failure to implement effective controls and procedures or circumvention of our controls and procedures could harm our business, results of operations and financial condition or cause us to fail to meet our public reporting obligations. Risks Related to FirstSun Common Stock and Market Risk The trading volume in our common stock, may not provide adequate liquidity for investors.
Commercial and industrial lending and commercial real estate lending usually involves higher credit risks than that of single-family residential lending. At December 31, 2024, approximately 69.6% of our loan portfolio consisted of commercial and industrial and commercial real estate loans. These types of loans generally involve larger loan balances to a single borrower or groups of related borrowers.
Commercial and industrial lending and commercial real estate lending usually involves higher credit risks than that of single-family residential lending. At December 31, 2025, approximately 69.6% of our loan portfolio consisted of commercial and industrial and commercial real estate loans. These types of loans generally involve larger loan balances to a single borrower or groups of related borrowers.
Changes in interest rates, housing prices, applicable government regulations and pricing decisions by our loan competitors may adversely affect demand for our residential mortgage loan products, the revenue realized on the sale of loans, the revenues received from servicing such loans for others and, ultimately, reduce our net income.
Changes in interest rates, economic conditions, housing prices, applicable government regulations and pricing decisions by our loan competitors may adversely affect demand for our residential mortgage loan products, the revenue realized on the sale of loans, the revenues received from servicing such loans for others and, ultimately, reduce our net income.
Maintenance 36 Table of Contents of our reputation depends not only on our success in maintaining our core values and controlling and mitigating the various risks described herein, but also on our success in identifying and appropriately addressing issues that may arise in areas such as potential conflicts of interest, anti-money laundering, client personal information and privacy issues, record-keeping, regulatory investigations and any litigation that may arise from the failure or perceived failure of us to comply with legal and regulatory requirements.
Maintenance of our reputation depends not only on our success in maintaining our core values and controlling and mitigating the various risks described herein, but also on our success in identifying and appropriately addressing issues that may arise in areas such as potential conflicts of interest, anti-money laundering, client personal information and privacy issues, record-keeping, regulatory investigations and any litigation that may arise from the failure or perceived failure of us to comply with legal and regulatory requirements.
Pressures to maintain appropriate capital levels and address business needs in a changing economy could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could be dilutive or otherwise have an adverse effect on our shareholders.
Pressures to maintain appropriate capital levels and address business needs in a changing economy could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could be dilutive or otherwise have an adverse effect on our stockholders.
Issuances of FirstSun common stock or equity derivative securities, or the perception that these issuances could occur, could cause the market price of FirstSun common stock to decline and make it more difficult for us to sell equity or equity-related securities in the future, at a time and place that we deem appropriate.
Issuances of our common stock or equity derivative securities, or the perception that these issuances could occur, could cause the market price of our common stock to decline and make it more difficult for us to sell equity or equity-related securities in the future, at a time and place that we deem appropriate.
Loan repayments are a relatively stable source of funds but are subject to the borrowers’ ability to repay loans, which can be adversely affected by a number of factors including changes in general economic 40 Table of Contents conditions, adverse trends or events affecting business industry groups or specific businesses, declines in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and other factors.
Loan repayments are a relatively stable source of funds but are subject to the borrowers’ ability to repay loans, which can be adversely affected by a number of factors including changes in general economic conditions, adverse trends or events affecting business industry groups or specific businesses, declines in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and other factors.
Elimination of the traditional roles of Fannie Mae and Freddie Mac, or any changes to the nature or extent of the guarantees provided by Fannie Mae and Freddie Mac or the fees, terms and guidelines that govern our selling and servicing 33 Table of Contents relationships with them, could also materially and adversely affect our ability to sell and securitize loans through our loan production segment, and the performance, liquidity and market value of our investments.
Elimination of the traditional roles of Fannie Mae and Freddie Mac, or any changes to the nature or extent of the guarantees provided by Fannie Mae and Freddie Mac or the fees, terms and guidelines that govern our selling and servicing relationships with them, could also materially and adversely affect our ability to sell and securitize loans through our loan production segment, and the performance, liquidity and market value of our investments.
Many of our loans are made to small and medium-sized businesses that are less able to withstand competitive, economic and financial pressures than larger borrowers. Consequently, we may have significant exposure if any of these borrowers become unable to pay their loan obligations as a result of economic or market conditions, or personal circumstances.
Many of our loans are made to small and medium-sized businesses that are less able to withstand competitive, economic and financial pressures than larger borrowers. Consequently, we may have 34 Table of Contents significant exposure if any of these borrowers become unable to pay their loan obligations as a result of economic or market conditions, or personal circumstances.
For example, in deciding whether to extend credit to clients, we may assume that a customer’s audited financial statements conform to GAAP and present 34 Table of Contents fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Our earnings are significantly affected by our ability to properly originate, underwrite and service loans.
For example, in deciding whether to extend credit to clients, we may assume that a customer’s audited financial statements conform to GAAP and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Our earnings are significantly affected by our ability to properly originate, underwrite and service loans.
If funding for these lending programs or federal spending generally is reduced as part of the appropriations process or by administrative decision, demand for our services may be reduced. Any of these developments could have a material adverse effect on our financial condition, results of operations or liquidity. Data privacy is a major political concern.
If funding for these lending programs or federal spending generally is reduced as part of the appropriations process or by administrative decision, demand for our services may be reduced. Any of these developments could have a material adverse effect on our financial condition, results of operations or liquidity. 48 Table of Contents Data privacy is a major political concern.
Our trust and wealth management business may be negatively impacted by changes in general economic and market conditions because the performance of this businesses is directly affected by conditions in the financial and securities markets.
Our trust and wealth management business may be negatively impacted by changes in general economic and market conditions because the performance of these businesses is directly affected by conditions in the financial and securities markets.
The banking regulators give commercial real estate lending greater scrutiny, and may require banks with higher levels of commercial real estate loans to implement enhanced underwriting, internal controls, risk management policies and portfolio 30 Table of Contents stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of commercial real estate lending growth and exposures.
The banking regulators give commercial real estate lending greater scrutiny, and may require banks with higher levels of commercial real estate loans to implement enhanced underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of commercial real estate lending growth and exposures.
As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values: being an integral part of the communities we serve; delivering superior service to our customers; and caring about our customers and associates.
As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining 40 Table of Contents employees who share our core values: being an integral part of the communities we serve; delivering superior service to our customers; and caring about our customers and associates.
Acceleration of prepayments on the loans underlying a mortgage-backed security shortens the life of the security, increases the rate at which premiums are expensed and further reduces 37 Table of Contents interest income. We may not be able to reinvest loan and security prepayments at rates comparable to the prepaid instrument particularly in a period of declining interest rates.
Acceleration of prepayments on the loans underlying a mortgage-backed security shortens the life of the security, increases the rate at which premiums are expensed and further reduces interest income. We may not be able to reinvest loan and security prepayments at rates comparable to the prepaid instrument particularly in a period of declining interest rates.
Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements.
Our future 33 Table of Contents success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements.
Such secondary sources include FHLB advances, brokered deposits, secured and unsecured federal funds lines of credit from correspondent banks, Federal Reserve borrowings and/or accessing the equity or debt capital markets.
Secondary sources may include FHLB advances, brokered deposits, secured and unsecured federal funds lines of credit from correspondent banks, Federal Reserve borrowings and/or accessing the equity or debt capital markets.
The directors nominated by these larger stockholders will have significant authority to make decisions affecting our business, including, among others, the issuance 49 Table of Contents of additional capital stock, the incurrence of additional indebtedness, mergers and acquisitions, the decision of whether or not to declare dividends and other extraordinary corporate matters.
The directors nominated by these larger stockholders will have significant authority to make decisions affecting our business, including, among others, the issuance of additional capital stock, the incurrence of additional indebtedness, mergers and acquisitions, the decision of whether or not to declare dividends and other extraordinary corporate matters.
If we are unable to do so, our continued profitability may be materially and adversely affected. 32 Table of Contents We are subject to certain risks related to originating and selling mortgage loans that could have a material adverse effect on our financial condition and results of operations.
If we are unable to do so, our continued profitability may be materially and adversely affected. We are subject to certain risks related to originating and selling mortgage loans that could have a material adverse effect on our financial condition and results of operations.
Efforts to make systems more robust may make them less adaptable, and vice-versa. Also, our efforts to control expenses, which is a significant priority for us, increases our operational challenges as we strive to maintain client service and compliance at high quality and low-cost.
Efforts to make systems more robust may make them less adaptable, and vice-versa. Also, our efforts to control expenses, which is a priority for us, increases our operational challenges as we strive to maintain client service and compliance at high quality and lower-cost.
This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control and which may be limited. Under such circumstances, you could have difficulty selling your shares of our common stock on short notice.
This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control and which may be limited. Under 49 Table of Contents such circumstances, you could have difficulty selling your shares of our common stock on short notice.
Inflation also can and does generally lead to higher interest rates, which have their own separate risks. Decreased deposit balances could result in our reliance upon higher cost funding sources. 28 Table of Contents Our trust and wealth management business may be negatively impacted by changes in economic and market conditions and clients may seek legal remedies for investment performance.
Inflation also can and does generally lead to higher interest rates, which have their own separate risks. Decreased deposit balances could result in our reliance upon higher cost funding sources. Our trust and wealth management business may be negatively impacted by changes in economic and market conditions and clients may seek legal remedies for investment performance.
As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition and results of operations. 29 Table of Contents Our allowance for credit losses in our loan portfolio may prove to be inadequate, which may adversely affect our business, financial condition and results of operations.
As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition and results of operations. Our allowance for credit losses in our loan portfolio may prove to be inadequate, which may adversely affect our business, financial condition and results of operations.
These loans may involve greater risk because they generally are not fully amortizing over the loan period, but have a balloon payment due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or sell the underlying property in a timely manner.
These loans 35 Table of Contents may involve greater risk because they generally are not fully amortizing over the loan period, but have a balloon payment due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or sell the underlying property in a timely manner.
In either event, if market interest rates should move contrary to our position, this “gap” will negatively impact our earnings. Many factors beyond our control impact interest rates, including economic conditions, governmental monetary policies, inflation, recession, changes in unemployment, the money supply, and disorder and instability in domestic and foreign financial markets.
In either event, if market interest 31 Table of Contents rates should move contrary to our position, this “gap” will negatively impact our earnings. Many factors beyond our control impact interest rates, including economic conditions, governmental monetary policies, inflation, recession, changes in unemployment, the money supply, and disorder and instability in domestic and foreign financial markets.
Any financial liability or reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse impact on our financial condition and results of operations. 46 Table of Contents We are party to various claims and lawsuits incidental to our business.
Any financial liability or reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse impact on our financial condition and results of operations. We are party to various claims and lawsuits incidental to our business.
If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property.
If hazardous or toxic substances are found, we may 52 Table of Contents be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property.
For example, there could be electrical or telecommunications outages; natural disasters such as 35 Table of Contents earthquakes, tornadoes, and hurricanes; disease pandemics (such as the COVID-19 pandemic); events arising from local or larger scale political or social matters, including terrorist acts; and cyber-attacks.
For example, there could be electrical or telecommunications outages; natural disasters such as earthquakes, tornadoes, and hurricanes; disease pandemics (such as the COVID-19 pandemic); events arising from local or larger scale political or social matters, including terrorist acts; and cyber-attacks.
The ultimate tax outcome may differ from the amounts recorded in our financial statements and could have a material adverse effect on our financial results in the period or periods for which such determination is made. 48 Table of Contents Our internal controls and procedures may fail or be circumvented.
The ultimate tax outcome may differ from the amounts recorded in our financial statements and could have a material adverse effect on our financial results in the period or periods for which such determination is made. Our internal controls and procedures may fail or be circumvented.
The interests of FirstSun’s larger stockholders may conflict with the interests of our stockholders. For example, some or all of FirstSun’s larger stockholders may support certain long-term strategies or objectives for FirstSun that may not be accretive to our stockholders in the short term.
The interests of our larger stockholders may conflict with the interests of our stockholders. For example, some or all of our larger stockholders may support certain long-term strategies or objectives for us that may not be accretive to our stockholders in the short term.
We evaluate the collectability of our loan portfolio and we maintain an allowance for credit losses on such loans that represents management’s best estimate of current expected losses in our loan portfolio considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the loan portfolio.
We evaluate the collectability of our loan portfolio and we maintain an allowance for credit losses on such loans that represents management’s best estimate of current expected losses in our loan portfolio considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the loan portfolio, and in accordance with applicable accounting standards.
Generally, we believe local deposits are a cheaper and more stable source of funds than other borrowings because interest rates paid for local deposits are typically lower than interest rates charged for borrowings from the Federal Reserve or from other institutional lenders and reflect a mix of transaction and time deposits.
Generally, we believe local deposits are a cheaper and more stable source of funds than other borrowings because interest rates paid for local deposits are typically lower than interest rates charged for borrowings from the Federal Reserve or from other institutional lenders.
If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable us, or at all, which could have a material adverse effect on our business, financial condition, results of operation and future prospects. We are subject to environmental and climate change risks.
If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, or at all, which could have a material adverse effect on our business, financial condition, results of operation and future prospects.
In addition, new regulations, increased regulatory reviews, and/or changes in the structure of the secondary mortgage markets which we utilize to sell mortgage loans may increase costs and make it more difficult to operate a residential mortgage origination business. Our revenue from the mortgage banking business was $39.0 million in 2024 and $31.4 million in 2023.
In addition, new regulations, increased regulatory reviews, and/or changes in the structure of the secondary mortgage markets which we utilize to sell mortgage loans may increase costs and make it more difficult to operate a residential mortgage origination business. Our revenue from the mortgage banking business was $47.1 million in 2025 and $39.0 million in 2024.
Future organic growth or merger and acquisition activity could cause our assets to be more than $10 billion and, as a result, we will become subject to the additional regulatory requirements, increased supervision and increased costs, including the following: • Supervision, examination and enforcement by the CFPB with respect to consumer financial protection laws; • A different methodology for calculating FDIC insurance assessments and potentially higher assessment rates for institutions with $10 billion or more in assets; • Heightened compliance standards under the Volcker Rule; • Enhanced supervision as a larger financial institution; and • Under the Durbin Amendment to the Dodd-Frank Act, institutions with $10 billion or more in assets are subject to a cap on the interchange fees that may be charged in certain electronic debit and prepaid card transactions.
As a result, we will become subject to the additional regulatory requirements, increased supervision and increased costs, including the following: • supervision, examination and enforcement by the CFPB with respect to consumer protection laws; • a different methodology for calculating FDIC insurance assessments and potentially higher assessment rates for institutions with $10 billion or more in assets; • heightened compliance standards under the Volcker Rule; and • Enhanced supervision as a larger financial institution; Under the Durbin Amendment to the Dodd-Frank Act, institutions with $10 billion or more in assets are also subject to a cap on the interchange fees that may be charged in certain electronic debit and prepaid card transactions.
Although it is our policy not to make predatory loans and to determine borrowers’ ability to repay, these laws and related rules create the potential for increased liability with respect to our lending and loan investment activities.
Although it is our policy not to make predatory loans, these laws and related rules create the potential for increased liability with respect to our lending and loan investment activities.
As client, public, and regulatory expectations regarding operational and information security have increased, our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures, disruptions, and breakdowns.
As client, public, and regulatory expectations regarding operational and information security have increased, our operational systems and infrastructure must continue to 39 Table of Contents be safeguarded and monitored for potential failures, disruptions, and breakdowns.
We may issue additional shares of our stock or equity derivative securities in the future pursuant to current or future equity compensation plans, in connection with future acquisitions or financings, or to raise additional capital to support our growth or to otherwise strengthen our balance sheet.
We may issue additional shares of our stock or equity derivative securities in the future pursuant to current or future equity compensation plans, in connection with future acquisitions or financings (including in connection with our proposed merger with First Foundation), or to raise additional capital to support our growth or to otherwise strengthen our balance sheet.
Accordingly, the market price of FirstSun common stock could be adversely affected by actual or anticipated issuances of a significant number of shares of FirstSun common stock in the future. We are authorized to issue up to 50,000,000 shares of our common stock, and to issue up to 10,000,000 shares of preferred stock, without further stockholder approval.
Accordingly, the market price of our common stock could be adversely affected by actual or anticipated issuances of a significant number of shares of our common stock in the future. We are currently authorized to is sue up to 50,000,000 s hares of our common stock, and to issue up to 10,000,000 shares of preferred stock, without further stockholder approval.
For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies but not to “emerging growth companies,” including, but not limited to: • not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; • not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; • reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and 50 Table of Contents • exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies but not to “emerging growth companies,” including, but not limited to: • not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; • not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; • reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and • exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 51 Table of Contents We expect that we will cease to qualify as an emerging growth company beginning with our Annual Report on Form 10-K for the year ended December 31, 2026.
Third parties with whom we do business or that facilitate our business activities, including financial intermediaries, or vendors that provide services or security solutions for our operations, and other third parties, could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints.
Third parties with whom we do business or that facilitate our business activities, including financial intermediaries, or vendors that provide services or security solutions for our operations, and other third parties, have been and, in the future, could again be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints.
The imposition of these regulatory requirements and increased supervision may require additional commitment of financial resources to regulatory compliance and may increase FirstSun’s cost of operations. Failure to achieve one or more key elements needed for successful organic growth could adversely affect our business and earnings.
The imposition of these regulatory requirements and increased supervision may require us to commit additional financial resources to regulatory compliance and may increase our cost of operations. 44 Table of Contents Failure to achieve one or more key elements needed for successful organic growth could adversely affect our business and earnings.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, including those related to AI and migration to the cloud. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs.
We act as servicer for approximately $5.8 billion of residential loans owned by third parties as of December 31, 2024. As a servicer for those loans we have certain contractual obligations, including foreclosing on defaulted mortgage loans or, to the extent applicable, considering alternatives to foreclosure such as loan modifications or short sales.
We acted as servicer for approximately $6.3 billion of residential loans owned by third parties as of December 31, 2025. As a servicer for those loans we have certain contractual obligations, including foreclosing on defaulted mortgage loans or, to the extent applicable, considering alternatives to foreclosure such as loan modifications or short sales.
If we are unable to continue to attract and retain core deposits, to obtain third-party financing on favorable terms, or to have access to interbank or other liquidity sources, we may not be able to grow our assets as quickly. We compete with banks and other financial services companies for deposits.
If we are unable to continue to attract and retain core deposits, to obtain third-party financing on favorable terms, or to have access to interbank or other liquidity sources, we may not be able to grow our assets as quickly.
As of December 31, 2024, approximately 49.5% of our loan portfolio had real estate as primary collateral (owner occupied, non-owner occupied, non-residential construction, multifamily, and residential). Additionally, certain loans may have real estate as a secondary component of collateral.
As of December 31, 2025, approximately 48.6% of our loan portfolio had real estate as primary collateral (owner occupied, non-owner occupied, non-residential construction, multifamily, and residential). Additionally, certain loans may have real estate as a secondary component of collateral.
As a result, we may engage in mergers, acquisitions and other transactions that could have a material effect on our operating results and financial condition, including short and long‑term liquidity.
As a result, we may engage in mergers, acquisitions, such as our proposed merger with First Foundation, and other transactions that could have a material effect on our operating results and financial condition, including short and long‑term liquidity.
Our underwriting, review, and monitoring cannot eliminate all of the risks related to these loans. As of December 31, 2024, our commercial real estate loans were equal to 169.5% of our total risk-based capital.
Our underwriting, review, and monitoring cannot eliminate all of the risks related to these loans. As of December 31, 2025, our commercial real estate loans were equal to 161.8% of our total risk-based capital.
The Federal Reserve may require us to commit capital resources to support Sunflower Bank. The Federal Reserve requires a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank.
The Federal Reserve requires a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank.
We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties and materially restrict our organic growth and strategic growth and expansion activity.
We are subject to numerous federal and state laws to protect consumers, including Community Reinvestment and fair lending laws, and failure to comply with these laws could lead to material penalties and materially restrict our organic growth and strategic growth and expansion activity.
As a consequence of these various limitations and restrictions, we may not be able to pay dividends on our common stock. See “Item 1. Business - Supervision and Regulation - Dividend Payments” for additional information. An investment in FirstSun common stock is not an insured deposit and is subject to risk of loss.
As a consequence of these various limitations and restrictions, we may not be able to pay dividends on our common stock. See “Item 1. “Business –Supervision and Regulation—Bank Holding Company Regulation—Dividend Payments to Stockholders” for additional information. An investment in our common stock is not an insured deposit and is subject to risk of loss.
We may not be able to maintain a strong core deposit base or access other low-cost funding sources. We rely on bank deposits to be a low-cost and stable source of funding. In addition, our future growth will largely depend on our ability to maintain and grow a strong core deposit base.
We rely on bank deposits to be a low-cost and stable source of funding. In addition, our future growth will largely depend on our ability to maintain and grow a strong core deposit base.
These sales may also make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate to raise funds through future offerings of our common stock or derivative equity securities.
These sales may also make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate to raise funds through future offerings of our common stock or derivative equity securities. Risks Related to Environmental and Climate Change We are subject to risk related to environmental liabilities.
FirstSun’s Larger Stockholders could exercise significant influence over FirstSun, and their interests in FirstSun may be different than yours. Certain of the larger stockholders of FirstSun own, in the aggregate, approximately 67.4% of our common stock. As a result, our larger stockholders exercise significant influence over FirstSun through such ownership.
Our larger stockholders exercise significant influence over us, and their interests may be different than yours. Certain of our larger stockholders own, in the aggregate, approximately 69.1% of our common stock. As a result, our larger stockholders exercise significant influence over us through such ownership.
We analyze our securities on a quarterly basis to determine if an expected credit loss has occurred. The process for determining whether a credit loss has occurred usually requires complex, subjective judgments about the future financial performance of the issuer in order to assess the probability of receiving all contractual principal and interest payments on the security.
The process for determining whether a credit loss has occurred usually requires complex, subjective judgments about the future financial performance of the issuer in order to assess the probability of receiving all contractual principal and interest payments on the security.
We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. Any change in enacted tax laws, rules or regulatory or judicial interpretations, or any change in the pronouncements relating to accounting for income taxes could adversely affect our effective tax rate, tax payments and results of operations.
Any change in enacted tax laws, rules or regulatory or judicial interpretations, or any change in the pronouncements relating to accounting for income taxes could adversely affect our effective tax rate, tax payments and results of operations.
They increase our cost of doing business and, ultimately, may prevent us from making certain loans and cause us to reduce the average percentage rate or the points and fees on loans that we do make.
They also increase our cost of doing business and, ultimately, may prevent us from making certain loans and cause us to reduce the average percentage rate or the points and fees on loans that we do make. The Federal Reserve may require us to commit capital resources to support Sunflower Bank.
Regulations and laws may be modified at any time, and new legislation may be enacted that will affect us or our subsidiaries. Furthermore, our regulators also have the ability to compel us to take certain actions, or restrict us from taking certain actions entirely, such as actions that our regulators deem to constitute an unsafe or unsound banking practice.
Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes, and regulations and laws may be modified at any time, and new legislation may be enacted that will affect us or our subsidiaries. 45 Table of Contents Furthermore, our regulators also have the ability to compel us to take certain actions, or restrict us from taking certain actions entirely, such as actions that our regulators deem to constitute an unsafe or unsound banking practice.
Unfavorable market 27 Table of Contents conditions can result in a deterioration of the credit quality of borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, foreclosures, additional provisions for credit losses, adverse asset values, a reduction in assets under management or administration, and an increase in our deposit and funding costs.
An economic downturn or prolonged recession can result in a deterioration of our credit quality, an increase in the number of loan delinquencies, defaults and charge-offs, foreclosures, additional provisions for loan losses, adverse asset values, an increase in deposit and funding costs, and a reduction in deposits and assets under management or administration.
In addition, bank regulatory agencies periodically review our allowance for credit losses and may require an increase in credit loss expense or the recognition of further loan charge-offs, based on judgments different than those of management.
In addition, bank regulatory agencies periodically review our allowance for credit losses and may require an increase in credit loss expense or the recognition of further loan charge-offs, based on judgments different than those of management. We are exposed to higher credit risk by commercial and industrial and commercial real estate lending.
In addition, we could experience deposit outflows as a result of depositors seeking to maximize deposit insurance by limiting their deposits at a single financial institution to the maximum federal deposit insurance level.
In addition, we could experience deposit outflows as a result of depositors seeking to maximize deposit insurance by limiting their deposits at a single financial institution to the maximum federal deposit insurance level. Higher funding costs could reduce our net interest margin and net interest income.
At December 31, 2024, we had a total of approximately $74.2 million of nonperforming assets or approximately 0.92% of total assets. Our nonperforming assets adversely affect our net income in various ways.
At December 31, 2025, we had a total of approximately $72.3 million of nonperforming assets or approximately 0.85% of total assets. Our nonperforming assets adversely affect our net income in various ways.
If, as a result of an examination, a banking agency were to determine that the financial condition, capital adequacy, asset quality, asset concentration, earnings prospects, management, liquidity sensitivity to market risk or other aspects of any of our operations has become unsatisfactory, or that we or our management are in violation of any law or regulation, the banking agency could take a number of different remedial actions as it deems appropriate. 44 Table of Contents Regulation by these agencies is intended primarily for the protection of our depositors and the deposit insurance fund and not for the benefit of our stockholders.
If, as a result of an examination, a banking agency were to determine that the financial condition, capital adequacy, asset quality, asset concentration, earnings prospects, management, liquidity sensitivity to market risk or other aspects of any of our operations has become unsatisfactory, or that we or our management are in violation of any law or regulation, the banking agency could take a number of different remedial actions as it deems appropriate.
Additionally, when necessary, the secondary sources of borrowed funds described above will be used to augment our primary funding sources. An inability to maintain or raise funds (including the inability to access secondary funding sources) in amounts necessary to meet our liquidity needs would have a substantial negative effect, individually or collectively, on our liquidity.
An inability to maintain or raise funds (including the inability to access secondary funding sources) in amounts necessary to meet our liquidity needs would have a substantial negative effect, individually or collectively, on our liquidity.
Our financial condition and results of operations could be negatively impacted to the extent we incorrectly assess the creditworthiness of our borrowers, fail to detect or respond to deterioration in asset quality in a timely manner, or rely on financial statements that do not comply with GAAP or are materially misleading.
Our financial condition and results of operations could be negatively impacted to the extent we incorrectly assess the creditworthiness of our borrowers, fail to detect or respond to deterioration in asset quality in a timely manner, or rely on financial statements that do not comply with GAAP or are materially misleading. 38 Table of Contents Fraud is a major, and increasing, operational risk for us and all banks, and we are at risk of increased losses from fraud.
Some of the services we provide, such as trust and wealth management services, require us to act as fiduciaries for our customers and others. Customers make claims and on occasion take legal action pertaining to our performance of our fiduciary responsibilities.
Some of the services we provide, such as trust and wealth management services, require us to act as fiduciaries for our customers and others. Customers make claims and on occasion take legal action pertaining to our performance of our fiduciary responsibilities. In addition, evolving regulatory standards, litigation theories and fiduciary expectations may increase the scope or frequency of such claims.
Thus, an increase in the amount of nonperforming assets could have a material adverse impact on our net interest income. Our cost of funds may increase as a result of general economic conditions, FDIC insurance assessments, interest rates and competitive pressures. We have traditionally obtained funds through local deposits and thus we have a base of lower cost transaction deposits.
Our cost of funds may increase as a result of general economic conditions, FDIC insurance assessments, interest rates and competitive pressures. We have traditionally obtained funds through local deposits and thus we have a base of lower cost transaction deposits.

… 224 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+2 added−1 removed15 unchanged
Biggest changeVarious management committees exist including the Information Security Committee, which focuses on technology risk, controls and the information security program. This committee provides oversight and governance of the information security program and technology risks. This committee is chaired by the Chief Information Security Officer and includes other executives across the Bank, including the Chief Information Officer and Chief Technology Officer.
Biggest changeIn particular, our CISO has substantial relevant expertise and formal training in the areas of information security and cybersecurity risk management. Various management committees exist including the Information Security Committee, which focuses on technology risk, controls and the information security program. This committee provides oversight and governance of the information security program and technology risks.
Further, our risk from cybersecurity threats includes failure in or breach of our operational or security systems or infrastructure managed by third-party vendors and extends to other third parties, which could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs, and/or cause losses.
Further, our risk from cybersecurity threats includes failure in or breach of our operational or security systems or infrastructure managed by third-party vendors and extends to other third parties, which could disrupt our businesses, result 54 Table of Contents in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs, and/or cause losses.
The information security program is periodically reviewed by such personnel with the goal of addressing changing threats and conditions. 52 Table of Contents We leverage people, processes, and technology with an in-depth, layered, defensive strategy as part of our efforts to manage and maintain cybersecurity controls.
The information security program is periodically reviewed by such personnel with the goal of addressing changing threats and conditions. We leverage people, processes, and technology with an in-depth, layered, defensive strategy as part of our efforts to manage and maintain cybersecurity controls.
We have created and maintain a Crisis Management Plan as part of our overall Incident Response Plan which provides for the escalation path and management of an incident by the appropriate designated executives. The Incident Response Plan is coordinated through the Chief Information Security Officer and key members of the information technology management team are embedded by design.
We have created and maintain a Crisis Management Plan as part of our overall Incident Response Plan which provides for the escalation path and management of an incident by the appropriate designated executives. The Incident Response Plan is coordinated through the CISO and key members of the information technology management team are embedded by design.
Our Chief Information Security Officer provides quarterly reports to the Risk Committee of the Board of Directors regarding the information security program, key enterprise cybersecurity initiatives and other matters relating to cybersecurity processes. The Risk Committee of the Board of Directors reviews and approves our information security policies and strategies.
Our CISO provides quarterly reports to the Risk Committee of the Board of Directors regarding the information security program, key enterprise cybersecurity initiatives and other matters relating to cybersecurity processes. The Risk Committee of the Board of Directors reviews and approves our information security policies and strategies.
The Risk Committee of the Board of Directors provides a report of their activities to the full Board of Directors at each board meeting.
The Risk Committee of the Board of Directors provides a report of their activities to the full Board of Directors at each board meeting. 55 Table of Contents
Risk Factors . Governance Our CISO is accountable for managing our enterprise information security department and delivering our information security program. The responsibilities of this department include cybersecurity risk assessment, threat intelligence, control evaluation and assessment, monitoring and incident response, vulnerability assessment, third-party risk management, change management, and business resilience.
Risk Factors . Governance Our CISO is accountable for leading the enterprise information security department and overseeing the delivery of our information security program. The department’s responsibilities include cybersecurity risk assessment, threat intelligence, control evaluation and testing, security monitoring and incident response, vulnerability management, and business resilience.
This committee meets quarterly to provide oversight of information security projects and services including strategy, standards, policies, practices, controls, and mitigation and prevention efforts employed to manage security risks. 53 Table of Contents The Chief Information Security Officer reports summaries of key issues, including significant cybersecurity and/or privacy incidents, discussed at the meeting and the actions taken to the Risk Committee of the Board of Directors on a quarterly basis (or more frequently as may be required by the Incident Response Plan).
The CISO reports summaries of key issues, including significant cybersecurity and/or privacy incidents, discussed at the meeting and the actions taken to the Risk Committee of the Board of Directors on a quarterly basis (or more frequently as may be required by the Incident Response Plan).
While we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected the Company.
While we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected, nor are they reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.
The foregoing responsibilities are covered on a day-to-day basis by a first line of defense function. The second line of defense function is separated from the first line of defense function through organizational structure and overall cybersecurity management is independently reviewed by a third line through the audit function.
The second line of defense function is separated from the first line of defense function through organizational structure and overall cybersecurity management is independently reviewed by a third line through the audit function. The department consists of information security professionals with varying degrees of education and experience. Individuals within the department are generally subject to professional education and certification requirements.
Removed
The department consists of information security professionals with varying degrees of education and experience. Individuals within the department are generally subject to professional education and certification requirements. In particular, our Chief Information Security Officer has substantial relevant expertise and formal training in the areas of information security and cybersecurity risk management.
Added
In addition, information security actively participates in our third‑party risk management program and the enterprise change management process. The foregoing responsibilities are covered on a day-to-day basis by a first line of defense function.
Added
This committee is chaired by the CISO and includes other executives across the Bank, including the CIO and CTO. This committee meets quarterly to provide oversight of information security projects and services including strategy, standards, policies, practices, controls, and mitigation and prevention efforts employed to manage security risks.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−1 removed1 unchanged
Biggest changeWe believe that our facilities are in good condition and are adequate to meet our operating needs for the foreseeable future.
Biggest changeWe own 43 of our banking branches and lease our other 28 banking branches. In addition, we also lease our executive office. Our mortgage banking offices are typically leased for shorter-terms. We believe that our facilities are in good condition and are adequate to meet our operating needs for the foreseeable future.
In addition, we currently operate 23 branches located in Texas, 21 branches located in Kansas, 11 branches located in Colorado, nine branches located in New Mexico, four branches located in Arizona and one branch located in Washington. In February 2025 we received the necessary regulatory approval to open a new branch in each of San Diego and Los Angeles, California.
In addition, we currently operate 23 branches located in Kansas, 21 branches located in Texas, 11 branches located in Colorado, nine branches located in New Mexico, four branches located in Arizona, two branches located in California and one branch located in Washington. We also operate 15 mortgage offices located in Arizona, California, Idaho, Michigan, New Mexico, Oregon, Texas and Washington.
Removed
We also operate 14 mortgage offices located in Arizona, Idaho, Michigan, New Mexico, Oregon, Texas and Washington. We own 43 of our banking branches and lease our other 26 banking branches. In addition, we also lease our executive office. Our mortgage banking offices are typically leased for shorter-terms.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeFor further information regarding legal proceedings, see Note 22 - Commitments and Contingencies in our audited consolidated financial statements contained elsewhere in this report. Item 4. Mine Safety Disclosures Not Applicable. 54 Table of Contents Part II
Biggest changeFor further information regarding legal proceedings, see Note 22 - Commitments and Contingencies in our audited consolidated financial statements contained elsewhere in this report. Item 4. Mine Safety Disclosures Not Applicable. Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+4 added−1 removed2 unchanged
Biggest changeStockholder Return Performance The following graph sets forth the cumulative total stockholder return for the Company’s common stock from July 12, 2024 (the date the stock first began trading on the Nasdaq) to December 31, 2024, compared to an overall stock market index (Nasdaq composite) and two of the Company’s peer group indexes (Nasdaq Bank Index and KBW Bank Index).
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity” and Note 14 - Stockholders’ Equity included in our consolidated financial statements included elsewhere in this report. 56 Table of Contents Stockholder Return Performance The following performance graph sets forth the cumulative total stockholder return for our common stock from July 12, 2024 (the date our stock first began trading on Nasdaq) to December 31, 2025, compared to an overall stock market index (Nasdaq composite) and three of our peer group indices (Nasdaq Bank Index, KBW Bank Index and the KBW Nasdaq Regional Banking Index).
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for FirstSun Common Stock The Company’s common stock is traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “FSUN”. As of December 31, 2024, we had 27,709,679 shares of common stock outstanding and approximately 341 stockholders of record.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for FirstSun Common Stock The Company’s common stock is traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “FSUN.” As of March 5, 2026, we had 27,923,333 shares of common stock outstanding and approximately 393 stockholders of record.
The Nasdaq (Bloomberg: CCMP), Nasdaq Bank Index (Bloomberg: CBNK) and KBW Bank Index (Bloomberg: BKX) are based on total returns assuming reinvestment of dividends. The graph assumes an investment of $100 on July 12, 2024. The performance graph represents past performance and should not be considered to be an indication of future performance. 55 Table of Contents Item 6. [Reserved]
We have included returns in the stock performance graph based on all three peer group indices. However, in future periods, we will no longer reference the Nasdaq Bank Index or the KBW Bank Index in comparing our total stockholder returns. The performance graph represents past performance and should not be considered to be an indication of future performance.
Removed
“Business –Supervision and Regulation—Bank Holding Company Regulation—Dividend Payments”, and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity" and Note 14 - Stockholders’ Equity included in our consolidated financial statements included elsewhere in this report.
Added
“Business –Supervision and Regulation—Bank Holding Company Regulation—Dividend Payments to Stockholders”, and Item 7.
Added
The graph assumes an investment of $100 on July 12, 2024 and the reinvestment of dividends. We changed our peer group index from the Nasdaq Bank Index and KBW Bank Index, each of which we used in 2024, to the KBW Regional Banking Index, which consists of a peer group of companies that we use in our executive compensation program.
Added
The stock performance graph and related table shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Added
July 12, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 FSUN $ 100 $ 120 $ 113 $ 102 $ 98 $ 109 $ 106 Nasdaq 100 98 104 93 110 122 125 Nasdaq Bank Index 100 107 113 105 111 114 118 KBW Nasdaq Banking Index 100 105 118 112 128 141 152 KBW Nasdaq Regional Banking Index 100 108 115 107 111 116 119 Item 6. [Reserved] 57 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

95 edited+17 added−12 removed71 unchanged
Biggest changeThe following table presents GAAP to non-GAAP reconciliations as of and for the years ended December 31,: ($ in thousands, except share and per share amounts) 2024 2023 2022 Tangible stockholders’ equity to tangible assets: Total stockholders' equity (GAAP) $ 1,041,366 $ 877,197 $ 774,536 Less: Goodwill and other intangible assets Goodwill (93,483) (93,483) (93,483) Other intangible assets (7,434) (10,984) (15,806) Tangible stockholders' equity (non-GAAP) $ 940,449 $ 772,730 $ 665,247 Total assets (GAAP) $ 8,097,387 $ 7,879,724 $ 7,430,322 Less: Goodwill and other intangible assets Goodwill (93,483) (93,483) (93,483) Other intangible assets (7,434) (10,984) (15,806) Tangible assets (non-GAAP) $ 7,996,470 $ 7,775,257 $ 7,321,033 Total stockholders' equity to total assets (GAAP) 12.86 % 11.13 % 10.42 % Less: Impact of goodwill and other intangible assets (1.10) % (1.19) % (1.33) % Tangible stockholders' equity to tangible assets (non-GAAP) 11.76 % 9.94 % 9.09 % Tangible stockholders’ equity to tangible assets, reflecting net unrealized losses on HTM securities, net of tax: Tangible stockholders' equity (non-GAAP) $ 940,449 $ 772,730 $ 665,247 Less: Net unrealized losses on HTM securities, net of tax (4,292) (3,629) (4,295) Tangible stockholders’ equity less net unrealized losses on HTM securities, net of tax (non-GAAP) $ 936,157 $ 769,101 $ 660,952 Tangible assets (non-GAAP) $ 7,996,470 $ 7,775,257 $ 7,321,033 Less: Net unrealized losses on HTM securities, net of tax (4,292) (3,629) (4,295) Tangible assets less net unrealized losses on HTM securities, net of tax (non-GAAP) $ 7,992,178 $ 7,771,628 $ 7,316,738 Tangible stockholders’ equity to tangible assets (non-GAAP) 11.76 % 9.94 % 9.09 % Less: Net unrealized losses on HTM securities, net of tax (0.05) % (0.04) % (0.06) % Tangible stockholders’ equity to tangible assets reflecting net unrealized losses on HTM securities, net of tax (non-GAAP) 11.71 % 9.90 % 9.03 % Tangible book value per share: Total stockholders' equity (GAAP) $ 1,041,366 $ 877,197 $ 774,536 Tangible stockholders' equity (non-GAAP) $ 940,449 $ 772,730 $ 665,247 Total shares outstanding 27,709,679 24,960,639 24,920,984 Book value per share (GAAP) $ 37.58 $ 35.14 $ 31.08 Tangible book value per share (non-GAAP) $ 33.94 $ 30.96 $ 26.69 59 Table of Contents ($ in thousands, except share and per share amounts) 2024 2023 2022 Adjusted net income: Net income (GAAP) $ 75,628 $ 103,533 $ 59,182 Add: Non-recurring adjustments Terminated merger / Merger related expenses, net of tax 9,949 — 14,668 Provision for loan loss on acquired loans marked at a premium, net of tax — — 2,363 Write-off of Guardian Mortgage trade name, net of tax 625 — — Disposal of ATMs, net of tax 1,542 — — Total adjustments, net of tax 12,116 — 17,031 Adjusted net income (non-GAAP) $ 87,744 $ 103,533 $ 76,213 Adjusted diluted earnings per share: Diluted earnings per share (GAAP) $ 2.69 $ 4.08 $ 2.48 Add: Impact of non-recurring adjustments Terminated merger / Merger related expenses, net of tax 0.36 — 0.62 Provision for loan loss on acquired loans marked at a premium, net of tax — — 0.10 Write-off of Guardian Mortgage trade name, net of tax 0.02 — — Disposal of ATMs, net of tax 0.06 — — Adjusted diluted earnings per share (non-GAAP) $ 3.13 $ 4.08 $ 3.20 Adjusted return on average total assets: Return on average total assets (ROAA) (GAAP) 0.96 % 1.38 % 0.88 % Add: Impact of non-recurring adjustments Terminated merger / Merger related expenses, net of tax 0.13 % — % 0.21 % Provision for loan loss on acquired loans marked at a premium, net of tax — % — % 0.04 % Write-off of Guardian Mortgage trade name 0.01 % — % — % Disposal of ATMs 0.02 % — % — % Adjusted ROAA (non-GAAP) 1.12 % 1.38 % 1.13 % Adjusted return on average stockholders’ equity: Return on average stockholders' equity (ROACE) (GAAP) 7.56 % 12.50 % 8.55 % Add: Impact of non-recurring adjustments Terminated merger / Merger related expenses, net of tax 1.00 % — % 2.12 % Provision for loan loss on acquired loans marked at a premium, net of tax — % — % 0.34 % Write-off of Guardian Mortgage trade name 0.06 % — % — % Disposal of ATMs 0.15 % — % — % Adjusted ROACE (non-GAAP) 8.77 % 12.50 % 11.01 % Return on average tangible stockholders’ equity Return on average stockholders’ equity (ROACE) 7.56 % 12.50 % 8.55 % Add: Impact from goodwill and other intangible assets Goodwill 0.87 % 1.85 % 1.34 % Other intangible assets 0.31 % 0.53 % 0.56 % Return on average tangible stockholders’ equity (ROATCE) 8.74 % 14.88 % 10.45 % Adjusted return on average tangible stockholders’ equity: Return on average tangible stockholders' equity (ROATCE) 8.74 % 14.88 % 10.45 % Add: Impact of non-recurring adjustments Terminated merger / Merger related expenses, net of tax 1.11 % — % 2.45 % Provision for loan loss on acquired loans marked at a premium, net of tax — % — % 0.40 % Write-off of Guardian Mortgage trade name 0.07 % — % — % Disposal of ATMs 0.17 % — % — % Adjusted ROATCE (non-GAAP) 10.09 % 14.88 % 13.30 % Adjusted total noninterest expense: Total noninterest expense (GAAP) $ 264,040 $ 222,793 $ 239,126 Less: Non-recurring adjustments Terminated merger / Merger related expenses (13,178) — (18,751) Write-off of Guardian Mortgage trade name (828) — — Disposal of ATMs (2,042) — — Total adjustments, net of tax (16,048) — (18,751) Adjusted total noninterest expense (non-GAAP) $ 247,992 $ 222,793 $ 220,375 60 Table of Contents ($ in thousands, except share and per share amounts) 2024 2023 2022 Adjusted efficiency ratio: Efficiency ratio (GAAP) 68.28 % 59.81 % 72.20 % Less: Impact of non-recurring adjustments Terminated merger related expenses / Merger related expenses (3.41) % — % (5.66) % Write-off of Guardian Mortgage trade name (0.21) % — % — % Disposal of ATMs (0.53) % — % — % Adjusted efficiency ratio (non-GAAP) 64.13 % 59.81 % 66.54 % Fully tax equivalent (“FTE”) net interest income and net interest margin: Net interest income (GAAP) $ 296,910 $ 293,431 $ 241,632 Gross income effect of tax exempt income 4,767 5,086 5,059 FTE net interest income (non-GAAP) $ 301,677 $ 298,517 $ 246,691 Average earning assets $ 7,320,696 $ 6,935,567 $ 6,244,221 Net interest margin 4.06 % 4.23 % 3.87 % Net interest margin on FTE basis (non-GAAP) 4.12 % 4.29 % 3.95 % Segments Our operations are conducted through two operating segments: Banking and Mortgage Operations.
Biggest changeThe following table presents GAAP to non-GAAP reconciliations as of and for the years ended December 31,: ($ in thousands, except share and per share amounts) 2025 2024 2023 Tangible stockholders’ equity to tangible assets: Total stockholders' equity (GAAP) $ 1,153,356 $ 1,041,366 $ 877,197 Less: Goodwill and other intangible assets Goodwill (93,483) (93,483) (93,483) Other intangible assets (4,983) (7,434) (10,984) Tangible stockholders' equity (non-GAAP) $ 1,054,890 $ 940,449 $ 772,730 Total assets (GAAP) $ 8,485,162 $ 8,097,387 $ 7,879,724 Less: Goodwill and other intangible assets Goodwill (93,483) (93,483) (93,483) Other intangible assets (4,983) (7,434) (10,984) Tangible assets (non-GAAP) $ 8,386,696 $ 7,996,470 $ 7,775,257 Total stockholders' equity to total assets (GAAP) 13.59 % 12.86 % 11.13 % Less: Impact of goodwill and other intangible assets (1.01) % (1.10) % (1.19) % Tangible stockholders' equity to tangible assets (non-GAAP) 12.58 % 11.76 % 9.94 % Tangible stockholders’ equity to tangible assets, reflecting net unrealized losses on HTM securities, net of tax: Tangible stockholders' equity (non-GAAP) $ 1,054,890 $ 940,449 $ 772,730 Less: Net unrealized losses on HTM securities, net of tax (3,320) (4,292) (3,629) Tangible stockholders’ equity less net unrealized losses on HTM securities, net of tax (non-GAAP) $ 1,051,570 $ 936,157 $ 769,101 Tangible assets (non-GAAP) $ 8,386,696 $ 7,996,470 $ 7,775,257 Less: Net unrealized losses on HTM securities, net of tax (3,320) (4,292) (3,629) Tangible assets less net unrealized losses on HTM securities, net of tax (non-GAAP) $ 8,383,376 $ 7,992,178 $ 7,771,628 Tangible stockholders’ equity to tangible assets (non-GAAP) 12.58 % 11.76 % 9.94 % Less: Net unrealized losses on HTM securities, net of tax (0.04) % (0.05) % (0.04) % Tangible stockholders’ equity to tangible assets reflecting net unrealized losses on HTM securities, net of tax (non-GAAP) 12.54 % 11.71 % 9.90 % Tangible book value per share: Total stockholders' equity (GAAP) $ 1,153,356 $ 1,041,366 $ 877,197 Tangible stockholders' equity (non-GAAP) $ 1,054,890 $ 940,449 $ 772,730 Total shares outstanding 27,887,337 27,709,679 24,960,639 Book value per share (GAAP) $ 41.36 $ 37.58 $ 35.14 Tangible book value per share (non-GAAP) $ 37.83 $ 33.94 $ 30.96 61 Table of Contents ($ in thousands, except share and per share amounts) 2025 2024 2023 Adjusted net income: Net income (GAAP) $ 97,936 $ 75,628 $ 103,533 Add: Adjustments Merger related expenses, net of tax 2,569 9,949 — Write-off of Guardian Mortgage tradename, net of tax — 625 — Disposal of ATMs, net of tax — 1,542 — Total adjustments, net of tax 2,569 12,116 — Adjusted net income (non-GAAP) $ 100,505 $ 87,744 $ 103,533 Adjusted diluted earnings per share: Diluted earnings per share (GAAP) $ 3.47 $ 2.69 $ 4.08 Add: Impact of adjustments Merger related expenses, net of tax 0.09 0.36 — Write-off of Guardian Mortgage tradename, net of tax — 0.02 — Disposal of ATMs, net of tax — 0.06 — Adjusted diluted earnings per share (non-GAAP) $ 3.56 $ 3.13 $ 4.08 Adjusted return on average total assets: Return on average total assets (ROAA) (GAAP) 1.18 % 0.96 % 1.38 % Add: Impact of adjustments Merger related expenses, net of tax 0.03 % 0.13 % — % Write-off of Guardian Mortgage tradename, net of tax — % 0.01 % — % Disposal of ATMs, net of tax — % 0.02 % — % Adjusted ROAA (non-GAAP) 1.21 % 1.12 % 1.38 % Adjusted return on average stockholders’ equity: Return on average stockholders' equity (ROACE) (GAAP) 8.88 % 7.56 % 12.50 % Add: Impact of adjustments Merger related expenses, net of tax 0.23 % 1.00 % — % Write-off of Guardian Mortgage tradename, net of tax — % 0.06 % — % Disposal of ATMs, net of tax — % 0.15 % — % Adjusted ROACE (non-GAAP) 9.11 % 8.77 % 12.50 % Return on average tangible stockholders’ equity Return on average stockholders’ equity (ROACE) (GAAP) 8.88 % 7.56 % 12.50 % Add: Impact from goodwill and other intangible assets Goodwill 0.88 % 0.87 % 1.85 % Other intangible assets 0.19 % 0.31 % 0.53 % Return on average tangible stockholders’ equity (ROATCE) (non-GAAP) 9.95 % 8.74 % 14.88 % Adjusted return on average tangible stockholders’ equity: Return on average tangible stockholders' equity (ROATCE) (non-GAAP) 9.95 % 8.74 % 14.88 % Add: Impact of adjustments Merger related expenses, net of tax 0.26 % 1.11 % — % Write-off of Guardian Mortgage tradename, net of tax — % 0.07 % — % Disposal of ATMs, net of tax — % 0.17 % — % Adjusted ROATCE (non-GAAP) 10.21 % 10.09 % 14.88 % Adjusted total noninterest expense: Total noninterest expense (GAAP) $ 271,774 $ 264,040 $ 222,793 Less: Adjustments Merger related expenses (2,743) (13,178) — Write-off of Guardian Mortgage trade name — (828) — Disposal of ATMs — (2,042) — Total adjustments (2,743) (16,048) — Adjusted total noninterest expense (non-GAAP) $ 269,031 $ 247,992 $ 222,793 62 Table of Contents ($ in thousands, except share and per share amounts) 2025 2024 2023 Adjusted efficiency ratio: Efficiency ratio (GAAP) 64.82 % 68.28 % 59.81 % Less: Impact of adjustments Merger related expenses (0.65) % (3.41) % — % Write-off of Guardian Mortgage tradename — % (0.21) % — % Disposal of ATMs — % (0.53) % — % Adjusted efficiency ratio (non-GAAP) 64.17 % 64.13 % 59.81 % Fully tax equivalent (“FTE”) net interest income and net interest margin: Net interest income (GAAP) $ 317,391 $ 296,910 $ 293,431 Gross income effect of tax exempt income 4,777 4,767 5,086 FTE net interest income (non-GAAP) $ 322,168 $ 301,677 $ 298,517 Average earning assets $ 7,740,525 $ 7,320,696 $ 6,935,567 Net interest margin 4.10 % 4.06 % 4.23 % Net interest margin on FTE basis (non-GAAP) 4.16 % 4.12 % 4.29 % Segments Our operations are conducted through two operating segments: Banking and Mortgage Operations.
Non-PCD loans acquired are initially recorded at fair value and the resulting discount or premium are recognized as an adjustment of the yield on the related loans.
Non-PCD loans acquired are initially recorded at fair value and the resulting discount or premium is recognized as an adjustment of the yield on the related loans.
Financial Statements .” We have omitted discussion of 2022 results where it would be redundant to the discussion previously included in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of FirstSun ” section of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 7, 2024.
Financial Statements .” We have omitted discussion of 2023 results where it would be redundant to the discussion previously included in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of FirstSun ” section of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 7, 2025.
The uninsured and uninsured and uncollateralized amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements. 75 Table of Contents We actively participate in the IntraFi Cash Service (“ICS”) / Certificate of Deposit Account Registry Service (“CDARS”) program which provides FDIC insurance coverage for clients that maintain larger deposit balances.
The uninsured and uncollateralized amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements. 77 Table of Contents We actively participate in the IntraFi Cash Service (“ICS”) / Certificate of Deposit Account Registry Service (“CDARS”) program which provides FDIC insurance coverage for clients that maintain larger deposit balances.
Government and its agencies, in an amount greater than 10% of stockholders’ equity. 70 Table of Contents Loans Our loan portfolio represents a broad range of borrowers primarily in our markets in Texas, Kansas, Colorado, New Mexico, Arizona and California primarily comprised of commercial and industrial, commercial real estate, residential real estate, public finance and consumer financing loans.
Government and its agencies, in an amount greater than 10% of stockholders’ equity. 72 Table of Contents Loans Our loan portfolio represents a broad range of borrowers primarily in our markets in Texas, Kansas, Colorado, New Mexico, Arizona and California primarily comprised of commercial and industrial, commercial real estate, residential real estate, public finance and consumer financing loans.
The evaluation of qualitative factors is inherently imprecise and requires significant management judgement. The ACL can also be impacted by factors outside of management’s control, which include unanticipated changes in asset quality of the portfolio, such as deterioration in borrower delinquencies, or credit scores in our residential real estate and consumer portfolio.
The evaluation of qualitative factors is inherently imprecise and requires significant management judgment. The ACL can also be impacted by factors outside of management’s control, which include unanticipated changes in asset quality of the portfolio, such as deterioration in borrower delinquencies, or credit scores in our residential real estate and consumer portfolio.
For further information on capital adequacy see Note 17 - Regulatory Capital Matters to the consolidated financial statements. 77 Table of Contents Material Contractual Obligations, Commitments, and Contingent Liabilities We have entered into contractual obligations in the normal course of business that involve elements of credit risk, interest rate risk and liquidity risk.
For further information on capital adequacy see Note 17 - Regulatory Capital Matters to the consolidated financial statements. 79 Table of Contents Material Contractual Obligations, Commitments, and Contingent Liabilities We have entered into contractual obligations in the normal course of business that involve elements of credit risk, interest rate risk and liquidity risk.
Other loans consist of loans to nondepository financial institutions, lease financing receivables and loans for agricultural production. 71 Table of Contents Maturities and Sensitivity of Loans to Changes in Interest Rates The information in the following tables is based on the contractual maturities of individual loans, including loans that may be subject to renewal at their contractual maturity.
Other loans consist of loans to nondepository financial institutions, lease financing receivables and loans for agricultural production. 73 Table of Contents Maturities and Sensitivity of Loans to Changes in Interest Rates The information in the following tables is based on the contractual maturities of individual loans, including loans that may be subject to renewal at their contractual maturity.
We offer a full range of relationship-focused services to meet our clients’ personal, business and wealth management financial objectives throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington and a mortgage lending platform with capabilities in 43 states.
We offer a full range of relationship-focused services to meet our clients’ personal, business and wealth management financial objectives throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington and a mortgage lending platform with capabilities in 44 states.
There were no trading securities in our investment portfolio as of December 31, 2024 and 2023. All available-for sale securities are carried at fair value and may be used for liquidity purposes should management consider it to be in our best interest.
There were no trading securities in our investment portfolio as of December 31, 2025 and 2024. All available-for sale securities are carried at fair value and may be used for liquidity purposes should management consider it to be in our best interest.
Management derives the economic forecasts it uses in its ACL model from Moody’s Analytics. The latter has a large team of economics, database managers and operational engineers with a history of producing monthly economic forecasts for over 25 years.
Management derives the economic forecasts it uses in its ACL model from Moody’s Analytics. The latter has a large team of economists, database managers and operational engineers with a history of producing monthly economic forecasts for over 25 years.
The following table summarizes our material contractual obligations as of December 31, 2024. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements.
The following table summarizes our material contractual obligations as of December 31, 2025. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements.
We have identified the determination of the allowance for credit losses and fair value measurements to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates.
We have identified the determination of the allowance for credit losses (“ACL”) and fair value measurement of MSRs to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates.
The qualitative factors applied on 62 Table of Contents December 31, 2024, and the importance and levels of the qualitative factors applied, may change in future periods depending on the level of changes to items such as the uncertainty of economic conditions and management’s assessment of the level of credit risk within the loan portfolio as a result of such changes, compared to the amount of ACL calculated by the model.
The qualitative factors applied on 64 Table of Contents December 31, 2025, and the importance and levels of the qualitative factors applied, may change in future periods depending on the level of changes to items such as the uncertainty of economic conditions and management’s assessment of the level of credit risk within the loan portfolio as a result of such changes, compared to the amount of ACL calculated by the model.
The following discussion is an analysis of our consolidated results of operations for the years ended December 31, 2024, 2023 and 2022, and financial condition for the years ended December 31, 2024 and 2023.
The following discussion is an analysis of our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023, and financial condition for the years ended December 31, 2025 and 2024.
Further discussion of contingent liabilities is included in Note 22 - Commitments and Contingencies to the consolidated financial statements. 78 Table of Contents
Further discussion of contingent liabilities is included in Note 22 - Commitments and Contingencies to the consolidated financial statements. 80 Table of Contents
Credit and debit card fees represent interchange income from credit and debit card activity and referral fees earned from processing fees on card transactions by our business customers. Credit and debit card fees decreased $0.5 million for the year ended December 31, 2024 compared to 2023, primarily due to a decrease in card transaction volumes.
Credit and debit card fees represent interchange income from credit and debit card activity and referral fees earned from processing fees on card transactions by our business customers. Credit and debit card fees decreased $0.4 million for the year ended December 31, 2025 compared to 2024, primarily due to a decrease in card transaction volumes.
Total mortgage loan originations for sale were $1.1 billion in 2024, an increase of $0.3 billion from $0.8 billion in 2023. The unpaid principal balance of mortgage loans serviced for others were $5.8 billion in 2024, an increase of $0.4 billion from $5.4 billion in 2023.
Total mortgage loan originations for sale were $1.4 billion in 2025, an increase of $0.3 billion from $1.1 billion in 2024. The unpaid principal balance of mortgage loans serviced for others were $6.3 billion in 2025, an increase of $0.5 billion from $5.8 billion in 2024.
Trust and investment advisory fees represent fees we receive in connection with our investment advisory and custodial management services of investment accounts. Trust and investment advisory fees increased $0.1 million for the year ended December 31, 2024 compared to 2023, primarily due to higher average assets under management.
Trust and investment advisory fees represent fees we receive in connection with our investment advisory and custodial management services of investment accounts. Trust and investment advisory fees increased $0.2 million for the year ended December 31, 2025 compared to 2024, primarily due to higher average assets under management.
Our total loans held-for-investment, net of deferred fees, costs, premiums and discounts were $6.4 billion at December 31, 2024, an increase of $0.1 billion from 2023, which was due to organic growth. Investment Securities Our securities portfolio is used to make various term investments, maintain a source of liquidity and serve as collateral for certain types of deposits and borrowings.
Our total loans held-for-investment, net of deferred fees, costs, premiums and discounts were $6.7 billion at December 31, 2025, an increase of $0.3 billion from 2024, which was due to organic growth. Investment Securities Our securities portfolio is used to make various term investments, maintain a source of liquidity and serve as collateral for certain types of deposits and borrowings.
See the impact of changes to our key MSR valuation assumptions in the table below. 67 Table of Contents The following table shows the hypothetical effect on the fair value of our MSRs when applying certain unfavorable variations of key assumptions to these assets as of December 31, 2024.
See the impact of changes to our key MSR valuation assumptions in the table below. 69 Table of Contents The following table shows the hypothetical effect on the fair value of our MSRs when applying certain unfavorable variations of key assumptions to these assets as of December 31, 2025.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FIRSTSUN In this section, unless the context suggests otherwise, references to “we,” “us,” and “our” mean the combined business of FirstSun and its wholly-owned subsidiaries, Sunflower Bank, Logia Portfolio Management, LLC, and FEIF Capital Partners, LLC.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FIRSTSUN In this section, unless the context suggests otherwise, references to “we,” “us,” and “our” mean the combined business of FirstSun and its wholly-owned subsidiaries, Sunflower Bank, Sunflower Wealth Advisors, LLC, and FEIF Capital Partners, LLC.
We retain servicing rights on the majority of mortgage loans that we sell, which drove the increase in servicing income of $1.3 million to $17.0 million in 2024, from $15.7 million in 2023. MSR capitalization and changes in fair value, net of derivative activity, increased $1.8 million in 2024, compared to 2023.
We retain servicing rights on the majority of mortgage loans that we sell, which drove the increase in servicing income of $1.7 million to $18.7 million in 2025, from $17.0 million in 2024. Net MSR capitalization and changes in fair value, net of derivative activity, increased $1.3 million in 2025, compared to 2024.
The FHLB and FRB requires that securities and qualifying loans be pledged to secure any advances.
The FHLB and FRB require that securities and qualifying loans be pledged to secure any advances.
Owner occupied CRE loans associated with office space were $186.3 million, or 2.9% of total loans as of December 31, 2024. Residential real estate loans represent loans to consumers collateralized by a mortgage on a residence and include purchase money, refinancing, secondary mortgages, and home equity loans and lines of credit.
Owner occupied CRE loans associated with office space were $215.5 million, or 3.2% of total loans as of December 31, 2025. Residential real estate loans represent loans to consumers collateralized by a mortgage on a residence and include purchase money, refinancing, secondary mortgages, and home equity loans and lines of credit.
Our results of operations are also dependent on our generation of noninterest income, consisting primarily of income from mortgage banking services, service charges on deposit accounts, trust and investment advisory fees and credit and debit card fees.
Our results of operations are also dependent on our generation of noninterest income, consisting primarily of mortgage banking services, deposit account service fees, trust and investment advisory fees and credit and debit card fees.
At December 31, 2024, loans as a percentage of customer deposits were 95.6%, compared with 98.3% at December 31, 2023. For additional information related to our deposits, see Deposits section above. We are also a member of the FHLB and FRB, from which we can borrow for leverage or liquidity purposes.
At December 31, 2025, loans as a percentage of customer deposits were 93.9%, compared with 95.6% at December 31, 2024. For additional information related to our deposits, see the “Deposits” section above. We are also a member of the FHLB and FRB, from which we can borrow for leverage or liquidity purposes.
Therefore, we consider these policies to be critical accounting estimates and discuss them directly with the Audit Committee of our board of directors. These critical accounting estimates and their application are reviewed at least annually by our audit committee. The following is a description of our critical accounting estimates and an explanation of the methods and assumptions underlying their application.
Therefore, we consider these policies to be critical accounting estimates and discuss them directly with the Audit Committee of our Board of Directors. The following is a description of our critical accounting estimates and an explanation of the methods and assumptions underlying their application.
Deposits in the ICS / CDARS program totaled $0.7 billion, or 11.1% of all deposits as of December 31, 2024, and $0.6 billion, or 9.2% of all deposits as of December 31, 2023.
Deposits in the ICS / CDARS program totaled $0.9 billion, or 12.2% of all deposits as of December 31, 2025, and $0.7 billion, or 11.1% of all deposits as of December 31, 2024.
At December 31, 2024, our liquid assets, which consist of cash and amounts due from banks and interest-bearing deposits in other financial institutions, amounted to $607.6 million, or 7.5% of total assets, compared to $473.0 million, or 6.0% of total assets, at December 31, 2023.
At December 31, 2025, our liquid assets, which consist of cash and amounts due from banks and interest-bearing deposits in other financial institutions, amounted to $642.2 million, or 7.6% of total assets, compared to $607.6 million, or 7.5% of total assets, at December 31, 2024.
For additional information on our income taxes, see Note 15 - Income Taxes included in our audited consolidated financial statements included elsewhere in this report. 68 Table of Contents Financial Condition Balance Sheet Our total assets were $8.1 billion at December 31, 2024, compared to $7.9 billion at December 31, 2023.
For additional information on our income taxes, see Note 15 - Income Taxes included in our audited consolidated financial statements included elsewhere in this report. 70 Table of Contents Financial Condition Balance Sheet Our total assets were $8.5 billion at December 31, 2025, compared to $8.1 billion at December 31, 2024.
At December 31, 2024, approximately 91% of the investment securities portfolio was pledged as collateral to secure public deposits and repurchase agreements. Our unencumbered available-for-sale securities at December 31, 2024 were $34.5 million, or 0.4% of total assets, compared to $81.5 million, or 1.0% of total assets, at December 31, 2023.
At December 31, 2025, approximately 72% of the investment securities portfolio was pledged as collateral to secure public deposits and repurchase agreements. Our unencumbered available-for-sale securities at December 31, 2025 were $132.6 million, or 1.6% of total assets, compared to $34.5 million, or 0.4% of total assets, at December 31, 2024.
General Overview FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, National Association, which is headquartered in Dallas, Texas and operates as Sunflower Bank, First National 1870 and Guardian Mortgage, which we are in the process of rebranding as Sunflower Bank Mortgage Lending.
General Overview FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, National Association, which is headquartered in Dallas, Texas and operates as Sunflower Bank, First National 1870 and Sunflower Bank Mortgage Lending.
Total deposits increased by $0.3 billion to $6.7 billion at December 31, 2024, compared to December 31, 2023. We are focused on growing our core deposits through relationship-based banking with our business and consumer clients.
Total deposits increased by $0.4 billion to $7.1 billion at December 31, 2025, compared to December 31, 2024. We are focused on growing our core deposits through relationship-based banking with our business and consumer clients.
Total loans, net of deferred fees, costs, premiums and discounts, as of December 31, 2024 and 2023 were $6.4 billion and $6.3 billion, respectively.
Total loans, net of deferred fees, costs, premiums and discounts, as of December 31, 2025 and 2024 were $6.7 billion and $6.4 billion, respectively.
We conduct a full-service community banking and trust business through our wholly-owned subsidiaries—Sunflower Bank, Logia Portfolio Management, LLC, and FEIF Capital Partners, LLC.
We conduct a full-service community banking and trust business through our wholly-owned subsidiaries—Sunflower Bank, Sunflower Wealth Advisors, LLC and FEIF Capital Partners, LLC.
As of December 31, 2024 and December 31, 2023, approximately $1.7 billion or 25.2% and $1.6 billion or 25.1%, respectively, of our deposit portfolio was uninsured and uncollateralized.
As of December 31, 2025 and December 31, 2024, approximately $2.1 billion or 29.0% and $1.7 billion or 25.2%, respectively, of our deposit portfolio was uninsured and uncollateralized.
At December 31, 2024, FirstSun had available cash and cash equivalents of $109.0 million and debt outstanding of $78.9 million. Management believes FirstSun has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
At December 31, 2025, FirstSun had available cash and cash equivalents of $66.7 million and debt outstanding of $38.9 million. Management believes FirstSun has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
Adjusted return on average total assets and adjusted return on average stockholders’ equity, each a non-GAAP financial measure, were 1.12% and 8.77% respectively in 2024.
Adjusted return on average total assets and adjusted return on average stockholders’ equity, each a non-GAAP financial measure, were 1.21% and 9.11% respectively in 2025 compared to 1.12% and 8.77% respectively in 2024.
Adjusted net income, a non-GAAP financial measure, was $87.7 million, or $3.13 per diluted share, in 2024. The return on average total assets was 0.96% in 2024, compared to 1.38% in 2023, and the return on average stockholders’ equity was 7.56% in 2024, compared to 12.50% in 2023.
Adjusted net income, a non-GAAP financial measure, was $100.5 million, or $3.56 per diluted share, in 2025 compared to $87.7 million, or $3.13 per adjusted diluted share, in 2024. The return on average total assets was 1.18% in 2025, compared to 0.96% in 2024, and the return on average stockholders’ equity was 8.88% in 2025, compared to 7.56% in 2024.
Results of Operations Comparison of fiscal years 2024 and 2023 The follow table sets forth our results of operations as of and for the year ended December 31,: ($ in thousands, except per share amounts) 2024 2023 2022 Net interest income $ 296,910 $ 293,431 $ 241,632 Provision for credit losses 27,550 18,247 18,050 Noninterest income 89,792 79,092 89,566 Noninterest expense 264,040 222,793 239,126 Income before income taxes 95,112 131,483 74,022 Provision for income taxes 19,484 27,950 14,840 Net income 75,628 103,533 59,182 Diluted earnings per share $ 2.69 $ 4.08 $ 2.48 Return on average total assets 0.96 % 1.38 % 0.88 % Return on average stockholders' equity 7.56 % 12.50 % 8.55 % Net interest margin 4.06 % 4.23 % 3.87 % Net interest margin (FTE basis) 1 4.12 % 4.29 % 3.95 % Efficiency ratio 68.28 % 59.81 % 72.20 % Noninterest income to total revenue 2 23.2 % 21.2 % 27.0 % 1 See section entitled “ Non-GAAP Financial Measures and Reconciliations ” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent. 2 Total revenue is net interest income plus noninterest income. 63 Table of Contents General Our results of operations depend significantly on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of interest income on loans and investment securities and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings.
Results of Operations Comparison of fiscal years 2025 and 2024 The following table sets forth our results of operations as of and for the year ended December 31,: ($ in thousands, except per share amounts) 2025 2024 2023 Net interest income $ 317,391 $ 296,910 $ 293,431 Provision for credit losses 24,600 27,550 18,247 Noninterest income 101,879 89,792 79,092 Noninterest expense 271,774 264,040 222,793 Income before income taxes 122,896 95,112 131,483 Provision for income taxes 24,960 19,484 27,950 Net income 97,936 75,628 103,533 Diluted earnings per share $ 3.47 $ 2.69 $ 4.08 Return on average total assets 1.18 % 0.96 % 1.38 % Return on average stockholders' equity 8.88 % 7.56 % 12.50 % Net interest margin 4.10 % 4.06 % 4.23 % Net interest margin (FTE basis) 1 4.16 % 4.12 % 4.29 % Efficiency ratio 64.82 % 68.28 % 59.81 % Noninterest income to total revenue 2 24.3 % 23.2 % 21.2 % 1 See section entitled “ Non-GAAP Financial Measures and Reconciliations ” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent. 2 Total revenue is net interest income plus noninterest income. 65 Table of Contents General Our results of operations depend significantly on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of interest income on loans and investment securities and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings.
This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as events change. 72 Table of Contents The following table presents, by loan type, the changes in the allowance for credit losses for the years ended December 31,: (In thousands) 2024 2023 2022 Balance, beginning of period $ 80,398 $ 65,917 $ 47,547 Impact of adopting ASC 326 — 5,256 — Adjusted beginning balance $ 80,398 $ 71,173 $ 47,547 Loan charge-offs: Commercial and industrial (20,743) (9,242) (2,321) Commercial real estate (475) (83) — Residential real estate (38) (13) (122) Public finance — — — Consumer (438) (334) (144) Other — — — Total loan charge-offs (21,694) (9,672) (2,587) Recoveries of loans previously charged-off: Commercial and industrial 1,181 1,118 2,236 Commercial real estate 9 12 388 Residential real estate 8 682 221 Public finance — — — Consumer 119 50 62 Other — — — Total loan recoveries 1,317 1,862 2,907 Net (charge-offs) recoveries (20,377) (7,810) 320 Provision for credit losses 1 28,200 17,035 18,050 Balance, end of period $ 88,221 $ 80,398 $ 65,917 Allowance for credit losses to total loans 1.38 % 1.28 % 1.12 % Ratio of net charge-offs to average loans outstanding 0.32 % 0.13 % (0.01) % 1 For the years ended December 31, 2024, 2023 and 2022 we recorded a provision for credit losses on unfunded commitments of $(650), $1,212 and $525, respectively.
This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as events change. 74 Table of Contents The following table presents, by loan type, the changes in the allowance for credit losses for the years ended December 31,: (In thousands) 2025 2024 2023 Balance, beginning of year $ 88,221 $ 80,398 $ 65,917 Impact of adopting ASC 326 — — 5,256 Adjusted beginning balance $ 88,221 $ 80,398 $ 71,173 Loan charge-offs: Commercial and industrial (25,800) (20,743) (9,242) Commercial real estate — (475) (83) Residential real estate (74) (38) (13) Public finance (1,922) — — Consumer (447) (438) (334) Other (743) — — Total loan charge-offs (28,986) (21,694) (9,672) Recoveries of loans previously charged-off: Commercial and industrial 441 1,181 1,118 Commercial real estate 11 9 12 Residential real estate 74 8 682 Public finance — — — Consumer 205 119 50 Other — — — Total loan recoveries 731 1,317 1,862 Net loan charge-offs (28,255) (20,377) (7,810) Provision for credit losses 1 25,050 28,200 17,035 Balance, end of year $ 85,016 $ 88,221 $ 80,398 Allowance for credit losses to total loans 1.27 % 1.38 % 1.28 % Ratio of net charge-offs to average loans outstanding 0.43 % 0.32 % 0.13 % 1 For the years ended December 31, 2025, 2024 and 2023 we recorded a (benefit) provision for credit losses on unfunded commitments of $(450), $(650) and $1,212, respectively.
The components of income from mortgage banking services, net, were as follows for the year ended December 31,: (In thousands) 2024 2023 2022 Net sale gains and fees from mortgage loan originations, including loans held-for-sale changes in fair value and hedging $ 18,855 $ 14,275 $ 18,924 Mortgage servicing income 16,973 15,674 15,088 MSR capitalization and changes in fair value, net of derivative activity 3,186 1,435 12,273 Income from mortgage banking services, net $ 39,014 $ 31,384 $ 46,285 Income from mortgage banking services increased $7.6 million in 2024, compared to 2023.
The components of mortgage banking services, were as follows for the year ended December 31,: (In thousands) 2025 2024 2023 Net sale gains and fees from mortgage loan originations, including loans held-for-sale changes in fair value and hedging $ 23,907 $ 18,855 $ 14,275 Mortgage servicing income 18,667 16,973 15,674 Net MSR capitalization and changes in fair value, net of derivative activity 4,498 3,186 1,435 Mortgage banking services, net $ 47,072 $ 39,014 $ 31,384 Mortgage banking services increased $8.1 million in 2025, compared to 2024.
Liquidity sources available to us for immediate funding at December 31, 2024, are as follows: FHLB borrowings available $ 1,385,345 Fed Funds lines 1,973,407 Unused lines with other financial institutions 160,000 Immediate funding availability $ 3,518,752 Management believes the Bank has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
Liquidity sources available to us for immediate funding at December 31, 2025, are as follows: FHLB borrowings available $ 1,350,157 Fed Funds lines 2,269,710 Unused lines with other financial institutions 160,000 Immediate funding availability $ 3,779,867 Management believes the Bank has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.
The following table sets forth the portion of the Bank's certificates of deposit, by account, that are in excess of the FDIC insurance limit, by remaining time until maturity, as of December 31, 2024: (In thousands) Three months or less $ 51,948 Over three months through six months 122,659 Over six through twelve months 51,536 Over twelve months through three years 7,609 Over three years 1,307 Total $ 235,059 Liquidity Liquidity refers to our ability to maintain cash flow that is adequate to fund operations, support asset growth, maintain reserve requirements and meet present and future obligations of deposit withdrawals, lending obligations and other contractual obligations.
The following table sets forth the portion of the Bank's certificates of deposit, by account, that are in excess of the FDIC insurance limit, by remaining time until maturity, as of December 31, 2025: (In thousands) Three months or less $ 83,747 Over three months through six months 91,497 Over six through twelve months 33,174 Over twelve months through three years 1,292 Over three years 819 Total $ 210,529 Liquidity Liquidity refers to our ability to maintain cash flow that is adequate to fund operations, support asset growth, maintain reserve requirements and meet present and future obligations of deposit withdrawals, lending obligations and other contractual obligations.
Service charges on deposit accounts includes overdraft and non-sufficient funds charges, and other maintenance fees on deposit accounts. Service charges on deposit accounts decreased $0.4 million for the year ended December 31, 2024 compared to 2023, primarily due to a decrease in insufficient funds and overdraft fees.
Deposit account service fees include overdraft and non-sufficient funds charges, and other maintenance fees on deposit accounts. Deposit account service fees decreased $1.2 million for the year ended December 31, 2025 compared to 2024, primarily due to a decrease in overdraft and non-sufficient funds charges.
Changes in fair value of the derivative instruments used to economically hedge the MSRs are also included as a component of income from mortgage banking services. Other noninterest income increased $0.8 million for the year ended December 31, 2024 compared to 2023, primarily due to an increase in the cash surrender value of BOLI.
Changes in fair value of the derivative instruments used to economically hedge the MSRs are also included as a component of mortgage banking services. Other noninterest income increased $2.8 million for the year ended December 31, 2025 compared to 2024, primarily due to an increase in loan syndication fees and swap fee income.
Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.
Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. These non-GAAP measures are not necessarily comparable to similar measures that may be represented by other companies.
Prior regulatory approval to pay dividends was not required in 2023 or 2024 and is not currently required. At December 31, 2024, the Bank could pay dividends to FirstSun of approximately $226.6 million without prior regulatory approval. During the year ended December 31, 2024, the Bank did not pay a dividend to FirstSun.
Prior regulatory approval to pay dividends was not required in 2024 or 2025 and is not currently required. At December 31, 2025, the Bank could pay dividends to FirstSun of approximately $268.3 million without prior regulatory approval. During the year ended December 31, 2025, the Bank paid dividends totaling $7.6 million to FirstSun.
For a further discussion of the allowance for credit losses, refer to the “Allowance for Credit Losses” section of this financial review. 66 Table of Contents Noninterest Income The following table presents noninterest income for the year ended December 31,: (In thousands) 2024 2023 2022 Service charges on deposit accounts $ 9,495 $ 9,940 $ 9,857 Treasury management service fees 14,829 11,724 8,827 Credit and debit card fees 11,153 11,681 11,038 Trust and investment advisory fees 5,787 5,693 6,806 Income from mortgage banking services, net 39,014 31,384 46,285 Other 9,514 8,670 6,753 Total noninterest income $ 89,792 $ 79,092 $ 89,566 Noninterest income totaled $89.8 million in 2024, an increase of $10.7 million from 2023, primarily due to increases in treasury management service fees and income from mortgage banking services, net.
For a further discussion of the allowance for credit losses, refer to the “Allowance for Credit Losses” section of this financial review. 68 Table of Contents Noninterest Income The following table presents noninterest income for the year ended December 31,: (In thousands) 2025 2024 2023 Deposit account service fees $ 8,321 $ 9,495 $ 9,940 Treasury management service fees 17,473 14,829 11,724 Credit and debit card fees 10,729 11,153 11,681 Trust and investment advisory fees 5,945 5,787 5,693 Mortgage banking services, net 47,072 39,014 31,384 Other noninterest income 12,339 9,514 8,670 Total noninterest income $ 101,879 $ 89,792 $ 79,092 Noninterest income totaled $101.9 million in 2025, an increase of $12.1 million from 2024, primarily due to increases in mortgage banking services, treasury management service fees, and other noninterest income.
Net interest income increased primarily due to a higher average balance and higher average yield on residential real estate loans and the impact of internal funds transfer pricing.
The increase in net interest income was a result of a higher average balance and higher average yield on residential real estate loans and the impact of internal funds transfer pricing.
Our securities available-for-sale decreased by $47.7 million to $469.1 million at December 31, 2024, compared to December 31, 2023. The decrease was primarily due to amortization of the portfolio. Securities held-to-maturity decreased $1.7 million to $35.2 million at December 31, 2024, compared to December 31, 2023, due to amortization of the portfolio.
Our securities available-for-sale decreased by $0.1 million to $469.0 million at December 31, 2025, compared to December 31, 2024. The decrease was primarily due to amortization of the portfolio. Securities held-to-maturity decreased $1.4 million to $33.8 million at December 31, 2025, compared to December 31, 2024, due primarily to amortization of the portfolio.
Our net interest income was $296.9 million in 2024, an increase of $3.5 million, or 1.2%, compared to 2023. Interest income on loans increased by $36.3 million in 2024, compared to 2023. Interest income on investment securities increased by $1.4 million in 2024, compared to 2023.
Our net interest income was $317.4 million in 2025, an increase of $20.5 million, or 6.9%, compared to 2024. Interest income on loans increased by $3.5 million in 2025, compared to 2024. Interest income on investment securities decreased by $1.0 million in 2025, compared to 2024.
Actual results could result in material changes to our consolidated financial condition or consolidated results of operations. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.
Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.
The following table sets forth certain financial highlights of FirstSun as of and for the years ended December 31,: ($ in thousands, except per share amounts) 2024 2023 2022 Income Statement: Net interest income $ 296,910 $ 293,431 $ 241,632 Provision for credit losses 27,550 18,247 18,050 Noninterest income 89,792 79,092 89,566 Noninterest expense 264,040 222,793 239,126 Income before income taxes 95,112 131,483 74,022 Provision for income taxes 19,484 27,950 14,840 Net income 75,628 103,533 59,182 Adjusted net income 2 87,744 103,533 76,213 Balance Sheet: Total assets $ 8,097,387 $ 7,879,724 $ 7,430,322 Total loans held-for-sale 61,825 54,212 57,323 Total loans held-for-investment 6,376,357 6,267,096 5,911,832 Total deposits 6,672,260 6,374,103 5,765,062 Total borrowed funds 210,841 464,781 724,120 Total stockholders' equity 1,041,366 877,197 774,536 Per Common Share Data: Period end common shares outstanding 27,709,679 24,960,639 24,920,984 Weighted average common shares outstanding, basic 27,433,865 24,938,359 23,245,598 Basic earnings per share $ 2.76 $ 4.15 $ 2.55 Weighted average common shares outstanding, diluted 28,067,273 25,387,196 23,838,471 Diluted earnings per share $ 2.69 $ 4.08 $ 2.48 Adjusted diluted earnings per share 2 3.13 4.08 3.20 Cash dividends $ — $ — $ — Dividend payout ratio — % — % — % Book value per share $ 37.58 $ 35.14 $ 31.08 Tangible book value per share 2 33.94 30.96 26.69 1 Total revenue is net interest income plus noninterest income. 2 See section entitled “ Non-GAAP Financial Measures and Reconciliations ” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent. 57 Table of Contents ($ in thousands, except per share amounts) 2024 2023 2022 Performance Ratios: Return on average total assets 0.96 % 1.38 % 0.88 % Adjusted return on average total assets 2 1.12 % 1.38 % 1.13 % Return on average stockholders' equity 7.56 % 12.50 % 8.55 % Adjusted return on average stockholders’ equity 2 8.77 % 12.50 % 11.01 % Return on average tangible stockholders' equity 2 8.74 % 14.88 % 10.45 % Adjusted return on average tangible stockholders' equity 2 10.09 % 14.88 % 13.30 % Net interest margin 4.06 % 4.23 % 3.87 % Net interest margin (FTE basis) 2 4.12 % 4.29 % 3.95 % Efficiency ratio 68.28 % 59.81 % 72.20 % Adjusted efficiency ratio 2 64.13 % 59.81 % 66.54 % Noninterest income to total revenue 1 23.2 % 21.2 % 27.0 % Balance Sheet Ratios: Loan to deposit ratio 95.6 % 98.3 % 102.5 % Net charge-offs (recoveries) to average loans outstanding 0.32 % 0.13 % (0.01) % Allowance for credit losses to loans 1.38 % 1.28 % 1.12 % Nonperforming loans to total loans 3 1.08 % 1.01 % 0.49 % Capital Ratios: Total risk-based capital to risk-weighted assets 15.42 % 13.25 % 11.99 % Tier 1 risk-based capital to risk-weighted assets 13.18 % 11.10 % 9.94 % Common Equity Tier 1 (CET 1) to risk-weighted assets 13.18 % 11.10 % 9.94 % Tier 1 leverage capital to average assets 12.11 % 10.52 % 9.71 % Average stockholders' equity to average total assets 12.72 % 11.05 % 10.28 % Tangible stockholders' equity to tangible assets 2 11.76 % 9.94 % 9.09 % Tangible stockholders' equity to tangible assets reflecting net unrealized losses on HTM securities, net of tax 2 11.71 % 9.90 % 9.03 % Nonfinancial Data: Full-time equivalent employees 1,127 1,110 1,149 Banking branches 69 69 72 1 Total revenue is net interest income plus noninterest income. 2 See section entitled “ Non-GAAP Financial Measures and Reconciliations ” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent. 3 Nonperforming loans include nonaccrual loans and accrual loans greater than 90 days past due.
The following tables set forth certain financial highlights of FirstSun as of and for the years ended December 31,: ($ in thousands, except per share amounts) 2025 2024 2023 Income Statement: Net interest income $ 317,391 $ 296,910 $ 293,431 Provision for credit losses 24,600 27,550 18,247 Noninterest income 101,879 89,792 79,092 Noninterest expense 271,774 264,040 222,793 Income before income taxes 122,896 95,112 131,483 Provision for income taxes 24,960 19,484 27,950 Net income 97,936 75,628 103,533 Adjusted net income 1 100,505 87,744 103,533 Balance Sheet: Total assets $ 8,485,162 $ 8,097,387 $ 7,879,724 Loans held-for-sale 100,539 61,825 54,212 Loans held-for-investment 6,673,180 6,376,357 6,267,096 Total deposits 7,107,356 6,672,260 6,374,103 Total borrowed funds 36,680 210,841 464,781 Total stockholders' equity 1,153,356 1,041,366 877,197 1 See section entitled “ Non-GAAP Financial Measures and Reconciliations ” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent. 59 Table of Contents ($ in thousands, except per share amounts) 2025 2024 2023 Per Common Share Data: Period end common shares outstanding 27,887,337 27,709,679 24,960,639 Weighted average common shares outstanding, basic 27,786,887 27,433,865 24,938,359 Basic earnings per share $ 3.52 $ 2.76 $ 4.15 Weighted average common shares outstanding, diluted 28,249,796 28,067,273 25,387,196 Diluted earnings per share $ 3.47 $ 2.69 $ 4.08 Adjusted diluted earnings per share 1 3.56 3.13 4.08 Cash dividends $ — $ — $ — Dividend payout ratio — % — % — % Book value per share $ 41.36 $ 37.58 $ 35.14 Tangible book value per share 1 37.83 33.94 30.96 Performance Ratios: Return on average total assets 1.18 % 0.96 % 1.38 % Adjusted return on average total assets 1 1.21 % 1.12 % 1.38 % Return on average stockholders' equity 8.88 % 7.56 % 12.50 % Adjusted return on average stockholders’ equity 1 9.11 % 8.77 % 12.50 % Return on average tangible stockholders' equity 1 9.95 % 8.74 % 14.88 % Adjusted return on average tangible stockholders' equity 1 10.21 % 10.09 % 14.88 % Net interest margin 4.10 % 4.06 % 4.23 % Net interest margin (FTE basis) 1 4.16 % 4.12 % 4.29 % Efficiency ratio 64.82 % 68.28 % 59.81 % Adjusted efficiency ratio 1 64.17 % 64.13 % 59.81 % Noninterest income to total revenue 2 24.3 % 23.2 % 21.2 % Balance Sheet Ratios: Loan to deposit ratio 93.9 % 95.6 % 98.3 % Net charge-offs (recoveries) to average loans outstanding 0.43 % 0.32 % 0.13 % Allowance for credit losses to loans 1.27 % 1.38 % 1.28 % Nonperforming loans to total loans 0.91 % 1.08 % 1.01 % Capital Ratios: Total risk-based capital to risk-weighted assets 15.73 % 15.42 % 13.25 % Tier 1 risk-based capital to risk-weighted assets 14.12 % 13.18 % 11.10 % Common Equity Tier 1 (CET 1) to risk-weighted assets 14.12 % 13.18 % 11.10 % Tier 1 leverage capital to average assets 12.75 % 12.11 % 10.52 % Average stockholders' equity to average total assets 13.33 % 12.72 % 11.05 % Tangible stockholders' equity to tangible assets 1 12.58 % 11.76 % 9.94 % Tangible stockholders' equity to tangible assets reflecting net unrealized losses on HTM securities, net of tax 1 12.54 % 11.71 % 9.90 % Nonfinancial Data: Full-time equivalent employees 1,177 1,127 1,110 Banking branches 71 69 69 1 See section entitled “ Non-GAAP Financial Measures and Reconciliations ” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent. 2 Total revenue is net interest income plus noninterest income. 60 Table of Contents Non-GAAP Financial Measures and Reconciliations The non-GAAP financial measures presented below are used by our management and our board of directors on a regular basis in addition to our GAAP results to facilitate the assessment of our financial performance and the efficiency of our operations.
Non-owner occupied CRE loans were 66.7% of the Company’s risk-based capital, or 11.8% of total loans as of December 31, 2024. Non-owner occupied CRE loans associated with office space were $88.8 million, or 1.4% of total loans as of December 31, 2024.
Non-owner occupied CRE loans were 62.5% of the Company’s risk-based capital, or 11.1% of total loans as of December 31, 2025. Non-owner occupied CRE loans associated with office space were $48.9 million, or 0.7% of total loans as of December 31, 2025.
As of and for the year ended December 31,: 2024 2023 2022 (In thousands) Average Balance Interest Average Yield/Rate Average Balance Interest Average Yield/Rate Average Balance Interest Average Yield/Rate Interest Earning Assets Loans 1 $ 6,410,520 $ 421,959 6.58 % $ 6,178,414 $ 385,637 6.24 % $ 5,216,212 $ 247,988 4.75 % Investment securities 529,209 18,468 3.49 % 554,433 17,032 3.07 % 605,119 13,185 2.18 % Interest-bearing cash and other assets 380,967 19,113 5.02 % 202,720 11,015 5.43 % 422,890 5,644 1.33 % Total earning assets 7,320,696 459,540 6.28 % 6,935,567 413,684 5.96 % 6,244,221 266,817 4.27 % Other assets 543,650 556,083 494,065 Total assets $ 7,864,346 $ 7,491,650 $ 6,738,286 Interest-bearing liabilities Demand and NOW deposits $ 633,123 $ 23,013 3.63 % $ 385,424 $ 11,574 3.00 % $ 214,516 $ 1,775 0.83 % Savings deposits 412,941 2,834 0.69 % 453,654 2,676 0.59 % 496,131 799 0.16 % Money market deposits 2,161,618 45,643 2.11 % 2,122,410 28,301 1.33 % 2,528,308 6,770 0.27 % Certificates of deposits 1,756,755 79,161 4.51 % 1,512,638 58,804 3.89 % 536,325 3,810 0.71 % Total deposits 4,964,437 150,651 3.03 % 4,474,126 101,355 2.27 % 3,775,280 13,154 0.35 % Repurchase agreements 15,557 188 1.21 % 28,316 225 0.80 % 54,335 119 0.22 % Total deposits and repurchase agreements 4,979,994 150,839 3.03 % 4,502,442 101,580 2.26 % 3,829,615 13,273 0.35 % FHLB borrowings 124,833 6,836 5.48 % 269,613 13,621 5.05 % 215,166 6,221 2.89 % Other long-term borrowings 75,586 4,955 6.55 % 78,654 5,052 6.42 % 82,111 5,691 6.93 % Total interest-bearing liabilities 5,180,413 162,630 3.14 % 4,850,709 120,253 2.48 % 4,126,892 25,185 0.61 % Noninterest-bearing deposits 1,542,808 1,678,240 1,835,578 Other liabilities 140,529 134,599 83,292 Stockholders’ equity 1,000,596 828,102 692,524 Total liabilities and stockholders’ equity $ 7,864,346 $ 7,491,650 $ 6,738,286 Net interest income $ 296,910 $ 293,431 $ 241,632 Net interest spread 3.14 % 3.48 % 3.66 % Net interest margin 4.06 % 4.23 % 3.87 % Net interest margin (on a FTE basis) 2 4.12 % 4.29 % 3.95 % 1 Includes loans held-for-investment, including nonaccrual loans, and loans held-for-sale. 2 See section entitled “ Non-GAAP Financial Measures and Reconciliations ” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent. 65 Table of Contents Rate-Volume Analysis The tables below present the effect of volume and rate changes on interest income and expense.
As of and for the year ended December 31,: 2025 2024 2023 (In thousands) Average Balance Interest Average Yield/Rate Average Balance Interest Average Yield/Rate Average Balance Interest Average Yield/Rate Interest Earning Assets Loans 1 $ 6,634,643 $ 425,459 6.41 % $ 6,410,520 $ 421,959 6.58 % $ 6,178,414 $ 385,637 6.24 % Investment securities 506,294 17,462 3.45 % 529,209 18,468 3.49 % 554,433 17,032 3.07 % Interest-bearing cash and other assets 599,588 24,848 4.14 % 380,967 19,113 5.02 % 202,720 11,015 5.43 % Total earning assets 7,740,525 467,769 6.04 % 7,320,696 459,540 6.28 % 6,935,567 413,684 5.96 % Other assets 536,383 543,650 556,083 Total assets $ 8,276,908 $ 7,864,346 $ 7,491,650 Interest-bearing liabilities Demand and NOW deposits $ 785,777 $ 25,001 3.18 % $ 633,123 $ 23,013 3.63 % $ 385,424 $ 11,574 3.00 % Savings deposits 393,771 2,253 0.57 % 412,941 2,834 0.69 % 453,654 2,676 0.59 % Money market deposits 2,709,997 64,945 2.40 % 2,161,618 45,643 2.11 % 2,122,410 28,301 1.33 % Certificates of deposit 1,432,539 53,139 3.71 % 1,756,755 79,161 4.51 % 1,512,638 58,804 3.89 % Total deposits 5,322,084 145,338 2.73 % 4,964,437 150,651 3.03 % 4,474,126 101,355 2.27 % Repurchase agreements 8,956 150 1.67 % 15,557 188 1.21 % 28,316 225 0.80 % Total deposits and repurchase agreements 5,331,040 145,488 2.73 % 4,979,994 150,839 3.03 % 4,502,442 101,580 2.26 % FHLB borrowings 7,847 361 4.61 % 124,833 6,836 5.48 % 269,613 13,621 5.05 % Other long-term borrowings 66,094 4,529 6.85 % 75,586 4,955 6.55 % 78,654 5,052 6.42 % Total interest-bearing liabilities 5,404,981 150,378 2.78 % 5,180,413 162,630 3.14 % 4,850,709 120,253 2.48 % Noninterest-bearing deposits 1,615,511 1,542,808 1,678,240 Other liabilities 153,460 140,529 134,599 Stockholders’ equity 1,102,956 1,000,596 828,102 Total liabilities and stockholders’ equity $ 8,276,908 $ 7,864,346 $ 7,491,650 Net interest income $ 317,391 $ 296,910 $ 293,431 Net interest spread 3.26 % 3.14 % 3.48 % Net interest margin 4.10 % 4.06 % 4.23 % Net interest margin (on a FTE basis) 2 4.16 % 4.12 % 4.29 % 1 Includes loans held-for-investment, including nonaccrual loans, and loans held-for-sale. 2 See section entitled “ Non-GAAP Financial Measures and Reconciliations ” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent. 67 Table of Contents Rate-Volume Analysis The table below presents the effect of volume and rate changes on interest income and expense.
The following table sets forth our nonperforming assets as of December 31,: (In thousands) 2024 2023 Nonaccrual loans: Commercial and industrial $ 28,314 $ 8,004 Commercial real estate 9,302 4,063 Residential real estate 20,220 22,413 Public finance 7,226 — Consumer 64 10 Other 2,391 2,837 Total nonaccrual loans 67,517 37,327 Accrual loans greater than 90 days past due 1,533 25,816 Total nonperforming loans 69,050 63,143 Other real estate owned and foreclosed assets, net 5,138 4,100 Total nonperforming assets $ 74,188 $ 67,243 Nonaccrual loans to total loans 1.06 % 0.60 % Nonperforming loans to total loans 1.08 % 1.01 % Nonperforming assets to total assets 0.92 % 0.85 % Allowance for credit losses to nonaccrual loans 130.66 % 215.39 % 74 Table of Contents Deposits Deposits represent our primary source of funds.
The following table sets forth our nonperforming assets as of December 31,: (In thousands) 2025 2024 Nonaccrual loans: Commercial and industrial $ 33,710 $ 28,314 Commercial real estate 5,199 9,302 Residential real estate 21,126 20,220 Public finance — 7,226 Consumer 46 64 Other — 2,391 Total nonaccrual loans 60,081 67,517 Accrual loans greater than 90 days past due 690 1,533 Total nonperforming loans 60,771 69,050 Other real estate owned and foreclosed assets, net 11,514 5,138 Total nonperforming assets $ 72,285 $ 74,188 Nonaccrual loans to total loans 0.90 % 1.06 % Nonperforming loans to total loans 0.91 % 1.08 % Nonperforming assets to total assets 0.85 % 0.92 % Allowance for credit losses to nonaccrual loans 141.50 % 130.66 % 76 Table of Contents Deposits Deposits represent our primary source of funds.
The following table presents net charge-offs (recoveries) to average loans outstanding by loan category for the years ended December 31,: (In thousands) 2024 2023 2022 Commercial and industrial 0.69 % 0.30 % — % Commercial real estate 0.03 % — % (0.03) % Residential real estate — % (0.07) % (0.01) % Public finance — % — % — % Consumer 0.79 % 0.70 % 0.21 % Other — % — % — % 73 Table of Contents Allocation of Allowance for Credit Losses The following table presents the allocation of the allowance for credit losses by category and the percentage of the allocation of the allowance for credit losses by category to total loans listed as of December 31,: 2024 2023 (In thousands) Allowance Amount % of loans in each category to total loans Allowance Amount % of loans in each category to total loans Commercial and industrial $ 37,912 39.2 % $ 29,523 39.4 % Commercial real estate 28,323 30.0 % 27,546 30.3 % Residential real estate 15,450 18.5 % 16,345 17.7 % Public finance 4,750 8.7 % 5,337 9.6 % Consumer 750 0.6 % 717 0.6 % Other 1,036 3.0 % 930 2.4 % Total $ 88,221 100.0 % $ 80,398 100.0 % Nonperforming Assets We have established policies and procedures to guide us in originating, monitoring and maintaining the credit quality of our loan portfolio.
The following table presents net charge-offs to average loans outstanding by loan category for the years ended December 31,: (In thousands) 2025 2024 2023 Commercial and industrial 0.89 % 0.66 % 0.29 % Commercial real estate — % 0.03 % — % Residential real estate — % — % (0.07) % Public finance 0.37 % — % — % Consumer 0.62 % 0.79 % 0.70 % Other 1.43 % — % — % Total 0.43 % 0.32 % 0.13 % 75 Table of Contents Allocation of Allowance for Credit Losses The following table presents the allocation of the allowance for credit losses by category and the percentage of the allocation of the allowance for credit losses by category to total loans listed as of December 31,: 2025 2024 (In thousands) Allowance Amount % of loans in each category to total loans Allowance Amount % of loans in each category to total loans Commercial and industrial $ 42,902 44.0 % $ 38,489 41.2 % Commercial real estate 24,408 28.8 % 28,323 30.0 % Residential real estate 13,323 18.3 % 15,450 18.5 % Public finance 2,942 7.5 % 4,750 8.7 % Consumer 721 0.5 % 750 0.6 % Other 720 0.9 % 459 1.0 % Total $ 85,016 100.0 % $ 88,221 100.0 % Nonperforming Assets We have established policies and procedures to guide us in originating, monitoring and maintaining the credit quality of our loan portfolio.
(In thousands) 10% 20% Discount rate $ (3,656) $ (6,709) Total prepayment speeds (3,091) (5,623) Cost of servicing each loan (1,330) (2,215) These hypothetical sensitivities should be evaluated with care.
(In thousands) 10% 20% Discount rate $ (3,173) $ (6,209) Total prepayment speeds (3,032) (5,903) Cost of servicing each loan (858) (1,728) These hypothetical sensitivities should be evaluated with care.
Results in 2024, compared to the prior year, were driven by an increase of 66 basis points in the cost of interest-bearing liabilities, partially offset by an increase of 32 basis points in yield on earning assets.
The increase in 2025, compared to the prior year, was driven by a decrease of 36 basis points in the cost of interest-bearing liabilities, partially offset by a decrease of 24 basis points in yield on earning assets.
Management believes these non-GAAP financial measures enhance an investor’s understanding of our financial results by providing a meaningful basis for period-to-period comparisons, assisting in operating results analysis, and predicting future performance. This information supplements our GAAP reported results, and should not be viewed in isolation from, or as a substitute for, our GAAP results.
Management believes these non-GAAP financial measures provide a greater understanding of our ongoing operations, enhance an investor’s understanding of our financial results by providing a meaningful basis for period-to-period comparisons, assisting in operating results analysis, and predicting future performance.
The cost of FHLB borrowings increased by 43 basis points to 5.48% in 2024, compared to 2023. 64 Table of Contents The following tables set forth information related to our average balance sheet, average yields on assets, and average costs of liabilities for the periods presented.
Average FHLB borrowings decreased $117.0 million in 2025, compared to 2024. The cost of FHLB borrowings decreased by 87 basis points to 4.61% in 2025, compared to 2024. 66 Table of Contents The following table sets forth information related to our average balance sheet, average yields on assets, and average costs of liabilities for the periods presented.
Treasury management service fees include financial information management, accounts receivable management, accounts payable services, fraud mitigation services, and cash flow management. Treasury management service fees increased $3.1 million, primarily due to an overall increase in our business customer base as well as an increase in products and services provided to our existing customer base.
Treasury management service fees include financial information management, accounts receivable management, accounts payable services, fraud mitigation services, and cash flow management. Treasury management service fees increased $2.6 million, primarily due to growth in services provided to our business customers.
Cash, interest-bearing deposits in third-party banks, securities available for sale and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets.
These liquidity requirements are met primarily through our deposits, FHLB advances and the principal and interest payments we receive on loans and investment securities. Cash, interest-bearing deposits in third-party banks, securities available for sale and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets.
For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control when we make investment decisions.
For example, the timing of maturities of our 78 Table of Contents investment portfolio is fairly predictable and subject to a high degree of control when we make investment decisions. Net deposit inflows and outflows, however, are far less predictable and are not subject to the same degree of certainty.
Noninterest Expense The following table presents noninterest expense for the year ended December 31,: (In thousands) 2024 2023 2022 Salary and employee benefits $ 154,985 $ 133,231 $ 134,359 Occupancy and equipment 36,282 33,426 31,344 Amortization of intangible assets 3,549 4,822 4,215 Terminated merger related expenses 13,178 — — Merger related expenses — — 18,751 Other ( Note 16 - Other noninterest expenses ) 56,046 51,314 50,457 Total noninterest expenses $ 264,040 $ 222,793 $ 239,126 Noninterest expenses totaled $264.0 million in 2024, an increase of $41.2 million from 2023, primarily due to an increase in salaries and benefits of $21.8 million as a result of increased head count of C&I bankers and higher levels of variable compensation associated with an increase in mortgage loan originations.
Noninterest Expense The following table presents noninterest expense for the year ended December 31,: (In thousands) 2025 2024 2023 Salary and employee benefits $ 171,824 $ 154,985 $ 133,231 Occupancy, equipment and software 38,244 36,282 33,426 Amortization and impairment of intangible assets 2,412 3,549 4,822 Merger related expenses 2,743 13,178 — Other ( Note 16 - Other noninterest expenses ) 56,551 56,046 51,314 Total noninterest expenses $ 271,774 $ 264,040 $ 222,793 Noninterest expenses totaled $271.8 million in 2025, an increase of $7.7 million from 2024, primarily due to an increase in salary and employee benefits due to the higher headcount of C&I bankers and support personnel, higher levels of variable compensation, including compensation associated with an increase in mortgage loan originations, and higher medical insurance costs, partially offset by a decrease in merger related expenses of $10.4 million in 2025 compared to 2024.
Salary and employee benefits increased due to higher levels of variable compensation associated with an increase in mortgage loan originations. 61 Table of Contents Critical Accounting Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period.
Critical Accounting Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period.
We did not pay a dividend to our common shareholders during the years ended December 31, 2024 or 2023. Capital Adequacy We are subject to various regulatory capital requirements administered by the federal banking agencies. Management routinely analyzes our capital to seek to ensure an optimized capital structure.
Capital Adequacy We are subject to various regulatory capital requirements administered by the federal banking agencies. Management routinely analyzes our capital to seek to ensure an optimized capital structure.
We experienced an increase of $4.6 million in 2024, compared to 2023, in revenue related to net sale gains and fees from mortgage loan originations, including fair value changes in the held-for-sale portfolio and hedging activity. Total loan originations for sale were $1.1 billion in 2024, an increase of $0.3 billion from $0.8 billion in 2023.
We experienced an increase of $5.1 million in 2025, compared to 2024, in revenue related to net sale gains and fees from mortgage loan originations, including fair value changes in the held-for-sale portfolio and hedging activity primarily due to an increase in gain on sales driven by higher origination volume.
(In thousands) Note Reference Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Deposits: Deposits without a stated maturity 9 $ 5,106,685 $ 5,106,685 $ — $ — $ — Certificates of deposit 9 1,565,575 1,501,442 56,508 5,377 2,248 Securities sold under agreements to repurchase 10 14,699 14,699 — — — Short-term debt: FHLB term advances 11 135,000 135,000 — — — Long-term debt: Subordinated debt 11 78,919 — — — 78,919 Operating leases 23 26,112 7,339 9,035 5,899 3,839 We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients.
(In thousands) Note Reference Total Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years Deposits: Deposits without a stated maturity 9 $ 5,815,682 $ 5,815,682 $ — $ — $ — Certificates of deposit 9 1,291,674 1,263,759 21,878 4,636 1,401 Securities sold under agreements to repurchase 10 11,160 11,160 — — — Long-term debt: Subordinated debt 11 38,919 — — — 38,919 Operating leases 23 31,963 8,000 11,969 8,143 3,851 We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients.
During the year ended December 31, 2024, Logia paid dividends totaling $0.7 million to FirstSun.
During the year ended December 31, 2025, Sunflower Wealth Advisors, LLC paid dividends totaling $0.2 million to FirstSun.
Identifiable assets for our Banking segment decreased by $0.1 billion to $6.8 billion at December 31, 2024 from $6.9 billion at December 31, 2023.
Identifiable assets for our Mortgage Operations segment increased by $0.1 billion to $1.2 billion at December 31, 2025 from $1.1 billion at December 31, 2024.
Revenue was higher in 2024, compared to 2023 due to an increase in MSR capitalization of $3.0 million partially offset by a decrease in MSR fair value, net of derivative activity of $1.2 million. We recognize fair value adjustments to our MSR asset, which includes changes in assumptions to the valuation model and pay-offs and pay-downs of the MSR portfolio.
Revenue was higher in 2025, compared to 2024 due to an increase in net MSR capitalization of $2.3 million partially offset by a decrease in MSR fair value, net of derivative activity of $1 million.
Accordingly, this financial information should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2024, included elsewhere in this report. Non-GAAP financial measures exclude certain items that are included in the financial results presented in accordance with GAAP.
This information supplements our GAAP reported results, and should not be viewed in isolation from, or as a substitute for, our GAAP results. Accordingly, this financial information should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2025, included elsewhere in this report.
Total average loans, including loans held-for-sale, grew to $6.4 billion in 2024, an increase of $0.2 billion, or 3.8%, compared to 2023, primarily due to organic growth in our loan portfolios. Yield on loans increased 34 basis points in 2024, compared to 2023, primarily due to higher yields on new originations as compared to amortizing and maturing balances.
Total average loans, including loans held-for-sale, grew to $6.6 billion in 2025, an increase of $0.2 billion, or 3.5%, compared to 2024, due to organic growth in our loan portfolios.
Comparison of fiscal years 2024 and 2023 Banking Income before income taxes decreased $48.9 million to $98.3 million in 2024, from $147.2 million in 2023. The period over period decrease was primarily driven by a decrease in net interest income, increase in noninterest expenses, and increase in provision for credit losses, partially offset by an increase in noninterest income.
The period over period increase was primarily driven by an increase in net interest income, an increase in mortgage banking service revenues, and a decrease in provision for (benefit from) credit losses, partially offset by an increase in noninterest expense. Net interest income increased $6.3 million to $24.9 million in 2025 compared to $18.6 million in 2024.
The ratio of nonperforming assets to total assets was 0.92% at December 31, 2024, compared to 0.85% at December 31, 2023.
The allowance for credit losses as a percentage of total loans was 1.27% at December 31, 2025, compared to 1.38% at December 31, 2024. The ratio of nonperforming assets to total assets was 0.85% at December 31, 2025, compared to 0.92% at December 31, 2024.
The following table sets forth the composition of our loan portfolio, as of December 31,: 2024 2023 (In thousands) Amount % of total loans Amount % of total loans Commercial and industrial $ 2,497,772 39.2 % $ 2,467,688 39.4 % Commercial real estate: Non-owner occupied 752,861 11.8 % 812,235 13.0 % Owner occupied 702,773 11.0 % 635,365 10.2 % Construction and land 362,677 5.7 % 345,430 5.5 % Multifamily 94,355 1.5 % 103,066 1.6 % Total commercial real estate 1,912,666 30.0 % 1,896,096 30.3 % Residential real estate 1,180,610 18.5 % 1,110,610 17.7 % Public finance 554,784 8.7 % 602,913 9.6 % Consumer 41,345 0.6 % 36,371 0.6 % Other 189,180 3.0 % 153,418 2.4 % Total loans $ 6,376,357 100.0 % $ 6,267,096 100.0 % Commercial and industrial loans include loans to commercial customers for use in normal business operations to finance working capital needs, equipment and inventory purchases, and other expansion projects.
The following table sets forth the composition of our loan portfolio, as of December 31,: 2025 2024 (In thousands) Amount % of total loans Amount % of total loans Commercial and industrial $ 2,937,867 44.0 % $ 2,627,591 41.2 % Commercial real estate: Non-owner occupied 742,002 11.1 % 752,628 11.8 % Owner occupied 700,774 10.5 % 700,867 11.0 % Construction and land 268,652 4.0 % 362,677 5.7 % Multifamily 210,368 3.2 % 94,355 1.5 % Total commercial real estate 1,921,796 28.8 % 1,910,527 30.0 % Residential real estate 1,221,086 18.3 % 1,180,610 18.5 % Public finance 501,582 7.5 % 554,784 8.7 % Consumer 32,651 0.5 % 41,144 0.6 % Other 58,198 0.9 % 61,701 1.0 % Total loans $ 6,673,180 100.0 % $ 6,376,357 100.0 % Commercial and industrial loans include loans to commercial customers for use in normal business operations to finance working capital needs, equipment and inventory purchases, and other expansion projects.
Adjusted noninterest expense, a non-GAAP financial measure, totaled $248.0 million in 2024, an increase of $25.2 million from 2023. The efficiency ratio for 2024 was 68.28% compared to 59.81% in 2023. The adjusted efficiency ratio, a non-GAAP financial measure, in 2024 was 64.13% compared to 59.81% in 2023.
The efficiency ratio for 2025 was 64.82% compared to 68.28% in 2024. The adjusted efficiency ratio, a non-GAAP financial measure, in 2025 was 64.17% compared to 64.13% in 2024. Income Taxes We had income tax expense in 2025 of $25.0 million, compared to $19.5 million in 2024.

… 44 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed8 unchanged
Biggest changeAll rates, short-term and long-term, are changed by the same amount (e.g., plus or minus 100 basis points) resulting in the shape of the yield curve remaining unchanged. % Change in Net Interest Income As of December 31, % Change in Economic Value of Equity As of December 31, Changes in Interest Rate (Basis Points) 2024 2023 2024 2023 +300 5.4 % 4.3 % (8.9) % (13.2) % +200 3.6 % 2.9 % (5.8) % (8.9) % +100 1.6 % 1.3 % (2.7) % (4.7) % Base — % — % — % — % -100 1.2 % 0.3 % 2.8 % 3.5 % -200 1.0 % 0.7 % 3.4 % 6.4 % -300 (0.7) % (0.9) % 2.0 % 8.0 % 79 Table of Contents
Biggest changeAll rates, short-term and long-term, are changed by the same amount (e.g., plus or minus 100 basis points) resulting in the shape of the yield curve remaining unchanged. % Change in Net Interest Income As of December 31, % Change in Economic Value of Equity As of December 31, Changes in Interest Rate (Basis Points) 2025 2024 2025 2024 +300 10.1 % 5.4 % (4.5) % (8.9) % +200 6.7 % 3.6 % (2.5) % (5.8) % +100 3.2 % 1.6 % (0.9) % (2.7) % Base — % — % — % — % -100 2.0 % 1.2 % 1.6 % 2.8 % -200 2.7 % 1.0 % 1.3 % 3.4 % -300 1.8 % (0.7) % (0.8) % 2.0 % 81 Table of Contents
The primary impact of inflation on operations is reflected in increasing operating costs and non-interest expense. Our interest-bearing assets and liabilities are monetary in nature and changes in interest rates will impact our performance on net interest margin more than changes in the general rate of inflation.
The primary impact of inflation on operations is reflected in increasing operating costs and noninterest expense. Our interest-bearing assets and liabilities are monetary in nature and changes in interest rates will impact our performance on net interest margin more than changes in the general rate of inflation.
Our Asset Liability Committee, or ALCO, which is composed of our executive officers and certain other members of management, monitors interest rate risk on an ongoing basis in accordance with policies approved by our board of directors. The ALCO reviews interest rate positions and considers the impact projected interest rate scenarios have on earnings, liquidity, business strategies and other factors.
Our Asset Liability Committee, or ALCO, which is composed of our executive officers and certain other members of management, monitors interest rate risk on an ongoing basis in accordance with policies approved by our board of directors.
However, management has the latitude to change interest rate positions within certain limits if, in management’s judgment, the change will enhance profitability or minimize risk.
The ALCO reviews interest rate positions and considers the impact that projected interest rate scenarios have on earnings, liquidity, business strategies and other factors. However, management has the latitude to change interest rate positions within certain limits if, in management’s judgment, the change will enhance profitability or minimize risk.

Other FSUN 10-K year-over-year comparisons