Form 8-K

8-K — FIRSTSUN CAPITAL BANCORP

Accession: 0001709442-26-000033

Filed: 2026-06-05

Period: 2026-06-05

CIK: 0001709442

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — fcb-20260605.htm (Primary)

EX-99.1 (exhibit991-sunflowerbankcl.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fcb-20260605.htm · Sequence: 1

fcb-20260605

0001709442FALSE00017094422026-06-052026-06-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 5, 2026

FIRSTSUN CAPITAL BANCORP

(Exact name of registrant as specified in its charter)

Delaware

001-42175

81-4552413

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

1400 16th Street, Suite 250

Denver, Colorado 80202

(Address of principal executive offices and zip code)

(303) 831-6704

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Voting Common

Stock, $0.0001 Par Value

FSUN

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

FirstSun Capital Bancorp (“FirstSun,” “we,” “us,” and “our”) held its annual meeting of stockholders on June 5, 2026. At the annual meeting, we asked our stockholders to vote on the following two proposals:

•Proposal 1: to elect seven directors to serve a one-year term ending at our 2027 annual meeting of stockholders; and

•Proposal 2: to ratify the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2026.

Our stockholders elected each of the seven director nominees and ratified the appointment of Crowe LLP. The final voting results for the annual meeting are as follows:

Proposal 1: Election of Directors

Director Nominee

For

Withheld

Broker Non-Votes

Sam Edelson

37,646,470

16,122

1,509,508

Henchy R. Enden

37,628,147

34,445

1,509,508

John S. Fleshood

37,047,578

615,014

1,509,508

Benjamin Mackovak

37,650,861

11,731

1,509,508

Peter E. Murphy

37,651,465

11,127

1,509,508

C. Allen Parker

37,649,737

12,855

1,509,508

Thomas C. Shafer

37,519,096

143,496

1,509,508

Proposal 2: Ratification of Appointment of Crowe LLP

For

Against

Abstain

Broker Non-Votes

39,147,792

20,764

3,544

—

Item 7.01 Regulation FD Disclosure.

On June 5, 2026, FirstSun, the holding company for Sunflower Bank, National Association (the “Bank”), announced that the Bank closed on the sale of approximately $890 million of performing multifamily commercial real estate loans acquired from First Foundation Bank. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 8.01 Other Events.

On June 4, 2026, the Bank closed on the sale of approximately $890 million of performing multifamily commercial real estate loans acquired from First Foundation Bank to entities affiliated with Brookfield Asset Management. The loan sale was contemplated and announced as part of our acquisition of First Foundation Inc. (“First Foundation”), which closed on April 1, 2026, and we expect to complete the remainder of our previously disclosed balance sheet loan downsizing before the end of the second quarter of 2026. We intend to use the proceeds from the multifamily loan sale to pay down certain high cost brokered and non-brokered deposits acquired from First Foundation Bank. We believe that, when completed, our overall balance sheet repositioning, including loan downsizing, and total loan fair value marks, including marks related to loan downsizing, will be in line with our expectations disclosed at the time we announced our planned acquisition of First Foundation.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K:

EXHIBIT INDEX

Exhibit Number

Description

99.1

Press Release dated June 5, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding our expectations with respect to the timing of additional loan downsizing, the impact of additional loan downsizing on total loan fair value marks, including marks related to loan downsizing, and our intended use of proceeds from the loan sale. Words such as “expect,” “believe,” “will,” “may,” “anticipate,” “intend,” “continue,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties, and assumptions, include, among others, the following: the possibility that the intended use of proceeds from the loan sale may change as a result of changes in economic conditions, market interest rates, or volatility in the financial services sector; that the execution of the remaining planned balance sheet loan downsizing related to the First Foundation acquisition may be more difficult, costly or time consuming than expected and that we may fail to realize the anticipated benefits; the impact of purchase accounting with respect to the acquisition of First Foundation, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; our integration of the business and operations of First Foundation may take longer or be more costly than anticipated; and other factors, many of which are beyond our control.

We caution readers that the foregoing list of factors is not exclusive, is not necessarily in order of importance and readers should not place undue reliance on any forward-looking statements. Additional information concerning additional factors that could materially affect the forward-looking statements in this Current Report on Form 8-K can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in FirstSun’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents subsequently filed by FirstSun with the SEC. Further, any forward-looking statement speaks only as of the date on which it is made and we do not intend to and disclaim any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRSTSUN CAPITAL BANCORP

Date: June 5, 2026

By:

/s/ Neal E. Arnold

Name:

Neal E. Arnold

Title:

Chief Executive Officer and President

EX-99.1

Filename: exhibit991-sunflowerbankcl.htm · Sequence: 2

Document

Exhibit 99.1

Sunflower Bank Closes Sale of Approximately $890 Million of Multifamily Commercial Real Estate Loans to Brookfield

DENVER & NEW YORK, June 5, 2026--(BUSINESS WIRE) FirstSun Capital Bancorp ("FirstSun") (NASDAQ: FSUN), the holding company for Sunflower Bank, National Association (the “Bank”) announced today that the Bank has closed on the sale of performing multifamily commercial real estate mortgage loans acquired from First Foundation Bank to entities affiliated with Brookfield Asset Management (“Brookfield”) (NYSE: BAM, TSX: BAM), a global alternative asset manager. The loans sold had contractual balances totaling approximately $890 million.

Rob Cafera, CFO of FirstSun, commented, “Successfully completing the sale of this performing multifamily commercial real estate loan pool is a significant milestone in our balance sheet repositioning strategy. We were pleased to partner with Brookfield, a leading asset manager in the global markets, on this mutually beneficial transaction. We also remain focused on all integration efforts relating to the First Foundation acquisition and we believe we are making great progress in our execution.”

Bill Powell, Managing Partner in Brookfield's Credit Group, said, “We are pleased to partner with FirstSun on this transaction, which reflects Brookfield’s ability to deliver tailored capital and credit solutions to banking institutions. The investment aligns with our focus on deploying flexible capital across high-quality real estate credit opportunities while supporting our partners’ growth and balance sheet objectives. It also highlights the scale and capabilities of Brookfield’s credit franchise, which has grown to more than $365 billion.”

The multifamily loan sale was contemplated and announced as part of FirstSun’s acquisition of First Foundation, Inc., which closed on April 1, 2026, and FirstSun expects to complete the remainder of its previously disclosed balance sheet loan downsizing before the end of the second quarter of 2026. The Bank intends to use the proceeds from the multifamily loan sale to pay down certain high cost brokered and non-brokered deposits acquired from First Foundation Bank.

FirstSun believes that, when completed, its overall balance sheet repositioning, including loan downsizing, and total loan fair value marks, including marks related to loan downsizing, will be in line with the expectations it disclosed at the time it announced its planned acquisition of First Foundation.

Stifel served as sole structuring agent to the Bank and Dechert LLP acted as the Bank’s legal advisor on the transaction.

Kirkland & Ellis LLP and Brownstein Hyatt Farber Schreck LLP acted as legal advisors to Brookfield.

About FirstSun Capital Bancorp

FirstSun Capital Bancorp (“FirstSun”) (NASDAQ: FSUN), headquartered in Denver, Colorado, is the financial holding company for wholly owned subsidiaries including Sunflower Bank, N.A. and First Foundation Advisors. FirstSun completed its merger with First Foundation Inc. on April 1, 2026. Through its subsidiaries and affiliated entities, FirstSun provides a full range of relationship-focused services to meet personal, business, and wealth management financial objectives, with bank branches in ten states and mortgage capabilities in 44 states.

To learn more, visit ir.firstsuncb.com.

Cautionary Note Regarding Forward Looking Statements

Statements in this press release which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding FirstSun’s expectations with respect to the timing of additional loan downsizing, the impact of additional loan downsizing on total loan fair value marks, including marks related to loan downsizing, and the Bank’s intended use of proceeds from the loan sale. Words such as “expect,” “believe,” “will,” “may,” “anticipate,” “intend,” “continue,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties, and assumptions, include, among others, the following: the possibility that the intended use of proceeds from the loan sale may change as a result of changes in economic conditions, market interest rates, or volatility in the financial services sector; that the execution of the remaining planned balance sheet loan downsizing related to the First Foundation acquisition may be more difficult, costly or time consuming than expected and the Bank may fail to realize the anticipated benefits; the impact of purchase accounting with respect to the acquisition of First Foundation, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks; FirstSun’s integration of the business and operations of First Foundation may take longer or be more costly than anticipated; and other factors, many of which are beyond FirstSun’s control.

FirstSun cautions readers that the foregoing list of factors is not exclusive, is not necessarily in order of importance and readers should not place undue reliance on any forward-looking statements. Additional information concerning additional factors that could materially affect the forward-looking statements in this press release can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in FirstSun’s Annual Report on Form 10-K for the year ended December 31, 2025 and other documents subsequently filed by FirstSun with the SEC. Further, any forward-looking statement speaks only as of the date on which it is made and FirstSun does not intend to and disclaims any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.

Contacts:

Ed Jacques

Director of Investor Relations & Business Development, FirstSun Capital Bancorp

Investor.Relations@firstsuncb.com

Rachel Wood

Vice President, Communications, Brookfield Asset Management

Rachel.Wood@Brookfield.com

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