FIRSTSUN CAPITAL BANCORP 8-K

What Happened
FIRSTSUN Capital Bancorp announced the closing of its previously announced merger with First Foundation, effective April 1, 2026. At the Effective Time First Foundation merged into FIRSTSUN (which survived) and First Foundation Bank merged into FIRSTSUN’s Sunflower Bank, N.A. The merger used an exchange ratio of 0.16083 FirstSun shares per First Foundation common share (cash for fractional shares). The filing also describes related actions: a registration-rights amendment, board representative letter agreements, indemnification agreements for directors and officers, assumption of certain First Foundation indebtedness, charter amendments to authorize additional shares including a new non-voting class, and lock-up agreements covering shares issued in the merger.

Key Details

• Exchange ratio: each First Foundation common share converted into 0.16083 shares of FirstSun common stock; fractional shares paid in cash. Series A and Series C preferred converted per the same ratio.
• Debt assumption: FIRSTSUN assumed First Foundation’s subordinated notes — $150 million aggregate principal of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032.
• Warrants and cash: First Foundation warrants were exercised cashless immediately prior to closing; warrant holders received Series C stock and approx. $17.5 million in aggregate cash.
• Capital structure change: certificate of incorporation amended to increase authorized voting common from 50,000,000 to 80,000,000 shares and to authorize 20,000,000 shares of new non-voting common stock (to permit legacy First Foundation holders to elect non-voting shares for ownership >4.99%).
• Board and leadership: Board size increased to 13; five former First Foundation directors (Sam Edelson, Henchy R. Enden, Benjamin Mackovak, C. Allen Parker and Thomas C. Shafer) were appointed effective April 1, 2026; Spencer T. Cohn was appointed as a Class I director (Castle Creek designee). Thomas C. Shafer was also appointed Executive Vice Chairman and FIRSTSUN assumed his employment agreement (base salary $1,090,000; incentive opportunity up to 150% of base).
• Equity awards and vesting: Outstanding First Foundation time-based and performance RSUs were converted into FirstSun RSUs using the exchange ratio; performance RSUs will vest based on service only for the remainder of the original performance period. FIRSTSUN’s Executive Chairman Mollie H. Carter received restricted stock with a grant-date fair value of $250,000 that vested on closing.
• Registration rights & resale: Amendment No. 2 to the Registration Rights Agreement makes certain First Foundation stockholders parties to the agreement and requires FIRSTSUN to file a shelf registration for resale of shares received in the merger; some existing investors waived certain piggyback and demand rights.
• Lock-up: Legacy First Foundation stockholders agreed to transfer restrictions for 24 months post-closing (one-third of covered shares transferable at 12, 18 and 24 months); Strategic Value’s lock-up may end earlier if its designee Benjamin Mackovak leaves the Board.

Why It Matters
The merger is a material corporate and strategic change: it brings First Foundation into FIRSTSUN’s structure, adds experienced First Foundation directors to the Board, and alters FIRSTSUN’s capital base and governance (new authorized shares and a non-voting class). The exchange ratio and conversion of equity awards determine how legacy First Foundation holders become shareholders of FIRSTSUN. The requirement to file a shelf registration and the staged lock-ups affect when shares from the merger can enter the market. Assumption of the $150 million subordinated notes preserves a fixed debt obligation for FIRSTSUN. Investors should note the governance changes, new executive employment commitments, and the increased potential share float over time as registration and lock-up restrictions unwind.