FirstSun Capital Bancorp Files 8-K on Material Agreements & Acquisitions
Ticker: FSUN · Form: 8-K · Filed: Apr 1, 2026 · CIK: 0001709442
Sentiment: neutral
Topics: material-agreement, acquisition, corporate-governance, filing
Related Tickers: FSUN
TL;DR
FSUN 8-K: Major deals, asset changes, and exec shifts filed today.
AI Summary
On April 1, 2026, FIRSTSUN CAPITAL BANCORP filed an 8-K report detailing several material events. These include the entry into a material definitive agreement, the completion of an acquisition or disposition of assets, and potential modifications to security holder rights. The company also disclosed changes related to officers and directors, as well as amendments to its articles of incorporation or bylaws.
Why It Matters
This filing indicates significant corporate actions, including potential acquisitions and changes in governance, which could impact the company's strategic direction and shareholder value.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and acquisitions, which inherently carry business and financial risks.
Key Players & Entities
- FIRSTSUN CAPITAL BANCORP (company) — Filer of the 8-K report
- 0001709442 (company) — CIK number for FIRSTSUN CAPITAL BANCORP
- 0001552781-26-000187 (filing_id) — SEC Accession Number for the 8-K filing
- 2026-04-01 (date) — Filing date and period of report
FAQ
What specific material definitive agreement did FIRSTSUN CAPITAL BANCORP enter into?
The filing indicates the entry into a material definitive agreement under Item 1.01, but the specific details of the agreement are not provided in the summary information.
What assets were acquired or disposed of by FIRSTSUN CAPITAL BANCORP?
Item 2.01 of the filing states the completion of an acquisition or disposition of assets, but the nature and value of these assets are not detailed in the provided text.
Are there any new financial obligations created for FIRSTSUN CAPITAL BANCORP?
Item 2.03 mentions the creation of a direct financial obligation or an off-balance sheet arrangement, but the specifics are not elaborated upon.
What changes were made to the rights of FIRSTSUN CAPITAL BANCORP's security holders?
Item 3.03 indicates material modifications to the rights of security holders, but the exact nature of these modifications is not specified.
Were there any changes in officers or directors at FIRSTSUN CAPITAL BANCORP?
Yes, Item 5.02 covers the departure of directors or certain officers, election of directors, and appointment of certain officers, as well as compensatory arrangements.
Filing Stats: 4,683 words · 19 min read · ~16 pages · Grade level 12.1 · Accepted 2026-04-01 14:19:48
Key Financial Figures
- $0.0001 — e on which registered Common Stock, $0.0001 Par Value FSUN The Nasdaq Global Se
- $17.5 million — aggregate cash payment of approximately $17.5 million. The Series C stock was converted in th
- $150 million — Indenture, defined below, governing its $150 million aggregate principal amount of 3.50% Fix
- $1,090,000 — r will receive an annual base salary of $1,090,000, subject to annual adjustment, but not
- $250,000 — k award with a grant date fair value of $250,000 (the " Award Shares ") under the FirstS
Filing Documents
- e26165_fsun-8k.htm (8-K) — 99KB
- e26165_ex3-1.htm (EX-3.1) — 51KB
- e26165_ex4-1.htm (EX-4.1) — 43KB
- e26165_ex4-2.htm (EX-4.2) — 26KB
- e26165_ex4-3.htm (EX-4.3) — 43KB
- e26165_ex4-4.htm (EX-4.4) — 69KB
- e26165_ex4-7.htm (EX-4.7) — 47KB
- e26165_ex10-1.htm (EX-10.1) — 88KB
- e26165_ex99-1.htm (EX-99.1) — 12KB
- 0001552781-26-000187.txt ( ) — 739KB
- fsun-20260331.xsd (EX-101.SCH) — 3KB
- fsun-20260331_lab.xml (EX-101.LAB) — 33KB
- fsun-20260331_pre.xml (EX-101.PRE) — 22KB
- e26165_fsun-8k_htm.xml (XML) — 3KB
03 Creation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In connection with the completion of the Merger, FirstSun assumed First Foundation's obligations under that certain Indenture, dated as of January 24, 2022 (the " Base Indenture "), between First Foundation and U.S. Bank National Association, as trustee, and that certain First Supplemental Indenture, dated as of January 24, 2022 (the " First Supplemental Indenture " and, together with the Base Indenture, the " Indenture "), providing for the issuance of $150 million aggregate principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (the " Notes "). The assumption was effected pursuant to a Second Supplemental Indenture dated March 31, 2026 by and among FirstSun, First Foundation and U.S. Bank National Association, as trustee (the " Second Suplemental Indenture "), pursuant to which FirstSun expressly assumed the due and punctual payment of the principal of, premium, if any, and interest on, the Notes and the performance and observance of each and every covenant and condition of First Foundation under the Indenture, and FirstSun succeeded to every right and power of First Foundation under the Indenture with the same effect as if FirstSun had originally been named as the issuer thereunder. The Notes bear interest at a fixed rate of 3.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, through February 1, 2027. From and including February 1, 2027 to, but excluding February 1, 2032 or the date of earlier redemption, the Notes bear interest at a floating rate per annum equal to the benchmark rate, which is expected to be Three-Month Term SOFR, plus 204 basis points, payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year. If the benchmark rate is less than zero, the benchmark rate is deemed to be zero. The Notes mature on February 1, 2032 and may be redeeme
03
Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Resignations As previously disclosed in our Current Reports on Form 8-K filed with the SEC on December 4, 2025 and January 23, 2026, respectively, Isabella Cunningham (a Class I director) and Diane L. Merdian (a Class III director) each announced her intent to resign from the Board effective on the earlier of the closing of the Merger or our 2026 annual meeting of stockholders. Accordingly, Ms. Cunningham's and Ms. Merdian's resignations became effective as of the Effective Time of the Merger on April 1, 2026. Castle Creek Director Appointment Also disclosed in our Current Report on Form 8-K filed with the SEC on December 4, 2025, FirstSun entered into a Board Representative Letter Agreement with Castle Creek Capital Partners IX, LP (" Castle Creek ") that provides that, beginning on the earlier of the closing of the Merger or our 2026 annual meeting of stockholders, we will use our best efforts to cause an individual designated for nomination by Castle Creek to be elected or appointed to the Board. Castle Creek selected Spencer T. Cohn to serve as its director designee on the Board, and the Board appointed Spencer T. Cohn as a Class I director effective as of the Effective Time of the Merger. Mr. Cohn was appointed as a Class I director to fill the vacancy created by Ms. Cunningham's concurrent resignation on April 1, 2026. As a Class I director, Mr. Cohn will serve the remaining Class I director term that expires at our 2027 annual meeting of stockholders. Mr. Cohn was also appointed to serve as a member of the Board's Compensation and Succession Committee. Mr. Cohn will be entitled to participate in our standard
01 Financial
Item 9.01 Financial (a) Financial The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of October 27, 2025, by and between FirstSun Capital Bancorp and First Foundation Inc. (incorporated by reference to Exhibit 2.1 to FirstSun Capital Bancorp's Current Report on Form 8-K filed with the SEC on October 30, 2025).* 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of February 6, 2026, by and between FirstSun Capital Bancorp and First Foundation Inc. (including revised Exhibit E (Form of Certificate of Amendment) (incorporated by reference to Exhibit 2.1 to FirstSun Capital Bancorp's Current Report on Form 8-K filed with the SEC on February 6, 2026)). 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation. 4.1
Description of Capital Stock of FirstSun Capital Bancorp
Description of Capital Stock of FirstSun Capital Bancorp. 4.2 Form of Amendment No. 2 to the Registration Rights Agreement. 4.3 Board Representative Letter Agreement, dated April 1, 2026, by and among FirstSun Capital Bancorp and the signatories thereto, including funds or accounts associated with Fortress Investment Group LLC. 4.4 Board Representative Letter Agreement, dated April 1, 2026, by and among FirstSun Capital Bancorp and the signatories thereto, including funds or accounts associated with Canyon Capital Advisors LLC. 4.5 Indenture, dated January 24, 2022, between First Foundation Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to First Foundation Inc.'s Current Report on Form 8-K filed with the SEC on January 24, 2022). 4.6 First Supplemental Indenture, dated J