FIRSTSUN CAPITAL BANCORP 8-K

What Happened

• FirstSun Capital Bancorp (FSUN) announced that at a special meeting of stockholders on February 27, 2026, stockholders approved the Agreement and Plan of Merger (dated October 27, 2025) under which First Foundation Inc. will merge with and into FirstSun. The meeting also approved amendments to FirstSun’s certificate of incorporation to (1) increase authorized shares of common stock and (2) create a class of non‑voting common stock. An adjournment proposal was withdrawn because the other proposals received the required votes.

Key Details

• Merger proposal (Proposal 1) vote: For 24,390,817; Against 21,071; Abstain 98,685; Broker non‑votes 485,766.
• Authorized common increase (Proposal 2) vote: For 24,948,166; Against 44,338; Abstain 3,835.
• Non‑voting common stock creation (Proposal 3) vote: For 24,473,359; Against 30,869; Abstain 6,345; Broker non‑votes 485,766.
• Relevant filings: definitive joint proxy statement/prospectus filed Jan 15, 2026, and supplement filed Feb 6, 2026.

Why It Matters

• Stockholder approval clears a major regulatory and corporate governance step toward completing the merger; the transaction contemplates issuing FirstSun common stock as merger consideration.
• The charter amendments increase available common shares and create a non‑voting class that can be used to issue shares to certain former First Foundation holders, which may affect share count and voting dynamics for current investors.
• Investors should watch for subsequent closing conditions, timing of consummation and any regulatory approvals or further disclosures on transaction economics and expected dilution.