--- schema_version: "secwatch.filing_event.v1" accession: "0001552781-26-000187" form_type: "8-K" ticker: "FSUN" cik: "0001709442" company_name: "FIRSTSUN CAPITAL BANCORP" filed_at: "2026-04-01T23:59:59+00:00" generated_at: "2026-05-15T07:59:16.656310+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # FirstSun closes acquisition of First Foundation; exchange ratio 0.16083 ## Summary - Merger effective April 1, 2026; First Foundation common stock converted at 0.16083x FirstSun shares. - FirstSun assumed $150M 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032. - Board expanded to 13; added 5 former First Foundation directors plus Castle Creek nominee Spencer T. Cohn. - Charter amended: authorized common increased to 80M shares; new non-voting class of 20M shares created. - Thomas C. Shafer appointed Executive Vice Chairman with $1.09M base salary; warrant holders get ~$17.5M cash. ## SEC filing metadata - accession: 0001552781-26-000187 - form_type: 8-K - ticker: FSUN - cik: 0001709442 - company_name: FIRSTSUN CAPITAL BANCORP - filed_at: 2026-04-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.03, 5.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1709442/000155278126000187/0001552781-26-000187-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1709442/000155278126000187/e26165_fsun-8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001552781-26-000187 - JSON: https://secwatch.observer/filing/0001552781-26-000187.json - Plain text: https://secwatch.observer/filing/0001552781-26-000187.txt ## Key facts - Debt Financings FIRSTSUN CAPITAL BANCORP incurred senior notes of $150 million with U.S. Bank National Association at 3.50% Fixed-to-Floating Rate maturing February 1, 2032. - Instrument: senior notes - Principal: $150 million - Counterparty: U.S. Bank National Association - Rate: 3.50% Fixed-to-Floating Rate - Maturity: February 1, 2032 - Event: incurrence source text: providing for the issuance of $150 million aggregate principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 evidence_url: https://www.sec.gov/Archives/edgar/data/1709442/000155278126000187/0001552781-26-000187-index.htm - Governance Changes FIRSTSUN CAPITAL BANCORP: FirstSun's certificate of incorporation was amended to increase authorized shares of common stock from 50,000,000 to 80,000,000 and to create a new class of 20,000,000 authorized shares of non-voting common stock (effective 2026-03-31). - Change: charter amendment - Effective: 2026-03-31 source text: In connection with the completion of the Merger and in accordance with the Merger Agreement, FirstSun’s certificate of incorporation was amended (the “ Charter Amendment ”) to increase the number of authorized shares of FirstSun common stock from 50,000,000 shares to 80,000,000 shares, and to create a new class of non-voting common stock and to authorize 20,000,000 shares of such non-voting common stock (which is in addition to the 80,000,000 shares of authorized common stock referenced above). evidence_url: https://www.sec.gov/Archives/edgar/data/1709442/000155278126000187/0001552781-26-000187-index.htm - M&A Transactions FIRSTSUN CAPITAL BANCORP completed an acquisition involving First Foundation Inc. for 0.16083 of a share of FirstSun common stock (closed 2026-04-01). - Action: acquisition - Counterparty: First Foundation Inc. - Consideration: 0.16083 of a share of FirstSun common stock - Closing: 2026-04-01 source text: common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares specified in the Merger Agreement) became entitled to receive 0.16083 of a share of FirstSun common stock (the “ exchange ratio ”), with cash paid in lieu of any fractional shares. In addition, at the Effective Time, each then-outstanding share of evidence_url: https://www.sec.gov/Archives/edgar/data/1709442/000155278126000187/0001552781-26-000187-index.htm - Material Agreements FIRSTSUN CAPITAL BANCORP amended Amendment No. 2 to the Registration Rights Agreement with First Foundation Stockholders (Fortress Investment Group LLC, Canyon Capital Advisors LLC, Strategic Value Investors, LP) (effective 2026-04-01). - Action: amendment - Counterparty: First Foundation Stockholders (Fortress Investment Group LLC, Canyon Capital Advisors LLC, Strategic Value Investors, LP) - Effective: 2026-04-01 source text: On April 1, 2026, FirstSun, its existing significant investors, and certain stockholder funds and accounts managed or advised by Fortress Investment Group LLC (“ Fortress ”) and certain stockholder funds and accounts managed or advised by Canyon Capital Advisors LLC (“ Canyon ”), and Strategic Value Investors, LP (together with Fortress and Canyon, the “ First Foundation Stockholders ”) entered into Amendment No. 2 to the Registration Rights Agreement (dated as of June 19, 2017, and as previously amended) (the “ Registration Rights Agreement ”), which became effective upon the completion of the Merger on April 1, 2026. evidence_url: https://www.sec.gov/Archives/edgar/data/1709442/000155278126000187/0001552781-26-000187-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.