FirstSun enters board representation agreement with Castle Creek; director Cunningham to resign

FIRSTSUN CAPITAL BANCORP

Castle Creek gets board nomination rights after merger close or 2026 annual meeting; observer rights until 40% ownership threshold.
Director Isabella Cunningham resigns effective at same trigger events; board size held unchanged to accommodate Castle Creek nominee.
Castle Creek must hold at least 40% of its current shares as of December 3, 2025 to retain nomination and observer rights.
Agreement is substantially similar to board representation letters with other stockholders filed in February 2025.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FIRSTSUN CAPITAL BANCORP entered into Board Representative Letter Agreement with Castle Creek Capital Partners IX, LP valued at Castle Creek has right to nominate a board representative or appoint a nonvoting observer, contingen (effective 2025-12-03).

Action: entry
Counterparty: Castle Creek Capital Partners IX, LP
Value: Castle Creek has right to nominate a board representative or appoint a nonvoting observer, contingen
Effective: 2025-12-03

Exact text from the filing

Entry into Board Representative Letter Agreement On December 3, 2025, FirstSun Capital Bancorp (the “ Company ”) entered into a Board Representative Letter Agreement with Castle Creek Capital Partners IX, LP (“ Castle Creek ”) that provides, beginning with the earlier of (i) the closing of the Company’s proposed merger with First Foundation Inc. (the “ Proposed Merger Closing ”) and (ii) the 2026 Annual Meeting of the Stockholders of the Company (the “ 2026 Annual Meeting ”) the Company will use its best efforts to cause an individual designated for nomination by Castle Creek to be elected or appointed to the board of directors of the Company and will recommend to its stockholders the election of such individual designated at the applicable stockholders’ meetings of the Company.

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Source: SEC EDGAR

accession 0001709442-25-000089

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