FIRSTSUN CAPITAL BANCORP 8-K

What Happened
FirstSun Capital Bancorp (FSUN) announced on Feb 6, 2026 that it entered into Amendment No. 1 to the Agreement and Plan of Merger with First Foundation Inc. The Amendment revises Exhibit E (the form of Certificate of Amendment) that creates a class of non‑voting common stock, changing when and how those non‑voting shares can convert into voting common stock. The filing was made on Form 8‑K (Items 1.01 and 8.01). Earlier related filings: the Form S‑4 registration was declared effective by the SEC on Jan 15, 2026 and the joint proxy/prospectus was filed and mailed in mid‑January 2026.

Key Details

• Amendment date: February 6, 2026; amends Exhibit E (Form of Certificate of Amendment) to the Merger Agreement dated Oct 27, 2025.
• Conversion rule removed: prior provision allowing holders to elect conversion except where conversion would cause the holder and aggregated affiliates to exceed 4.99% of any class of voting securities was deleted.
• New conversion trigger: conversion into voting common stock is now permitted at the holder’s election only if an action by FirstSun reduces the holder’s percentage ownership of a class of voting securities, and only to the extent the conversion does not increase the holder’s voting percentage above what it was immediately before that action.
• No other changes: the Amendment does not alter the merger consideration, exchange ratio, voting mechanics or any other economic terms of the merger.

Why It Matters
This change narrows when holders of the new non‑voting shares can convert to voting shares, tightening limits tied to ownership percentages and regulatory aggregation rules (e.g., the 4.99% reference). For investors, the Amendment affects shareholder voting dynamics and potential future voting dilution but does not change the financial terms of the merger consideration or the planned exchange of shares. Investors should review the effective Form S‑4 and the joint proxy/prospectus (filed Jan 15, 2026) for full details and consider the amended conversion mechanics when assessing post‑merger share class structure.