DEF 14A of Firstsun Capital Bancorp, Apr 21, 2026

DEF 14A of Firstsun Capital Bancorp

Filed Apr 21, 2026 · FY20250001709442-26-000022

Open on EDGAR

  1. Nominees for Election of Directors

    Nominees for Election of Directors Following a review and based on the recommendation of our Nominating and Governance Committee, and pursuant to the director designation rights of certain stockholders described under “Board Representation Rights” below, our Board has nominated for election at the annual meeting (a) two incumbent Class III directors whose terms expire at the annual meeting, and (b) five former First Foundation directors who were appointed to our Board at the effective time of the merger. If elected, each of these seven nominees will serve a one-year term expiring at our 2027 annual meeting of stockholders and until their successors are duly elected and qualified. Directors elected at the annual meeting will not be assigned to classes. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size. Set forth below is information concerning these seven nominees. Additional biographical information for each nominee is included below under “Director Experience.”

  2. Nominees for Election of Directors

    | Name | Age | Served as Director Since | Independent Director | | Class III (term expires 2026) | | | | | John S. Fleshood | 63 | 2025 | Yes | | Peter E. Murphy | 63 | 2026 | Yes | | Former First Foundation Directors | | | | | Sam Edelson | 36 | 2026 | Yes | | Henchy R. Enden | 53 | 2026 | Yes | | Benjamin Mackovak | 45 | 2026 | Yes | | C. Allen Parker | 71 | 2026 | Yes | | Thomas C. Shafer | 67 | 2026 | No |

  3. Vote Required for Election of Directors

    Vote Required for Election of Directors Each nominee will be elected by a plurality of the votes cast in person or represented by proxy at the annual meeting and entitled to vote thereon. This means that the seven nominees receiving the highest number of votes “FOR” will be elected. There is no cumulative voting with respect to the election of directors. Abstentions and broker non-votes will not be considered votes cast and therefore will have no effect on the outcome of this proposal.

  4. Resignation Policy if Majority Vote Withheld

    Resignation Policy if Majority Vote Withheld Under our Corporate Governance Guidelines, in an uncontested election of directors, if any nominee receives an equal or greater number of votes “withheld” for his or her election, the nominee must promptly tender a written offer of resignation to the Nominating and Governance Committee of the Board within five days of the certification of the stockholder vote. The Nominating and Governance Committee will promptly consider the director’s offer of resignation and will recommend to the Board whether to accept or reject it. In evaluating the director’s resignation, the Nominating and Governance Committee and the Board will consider factors they deem relevant.

  5. Resignation Policy if Majority Vote Withheld

    | ☑ The Board recommends that you vote “FOR” each of the above director nominees. |

  6. Continuing Directors

    Continuing Directors Set forth below is information concerning our other directors, whose terms of office will continue after the annual meeting, including their age, year first elected or appointed and whether they are considered an independent director.

  7. Continuing Directors

    | Name | Age | Served as Director Since | Independent Director | | Class I (term expires 2027) | | | | | Mollie H. Carter | 64 | 2017 | No | | Spencer T. Cohn | 38 | 2026 | Yes | | Beverly O. Elving | 72 | 2021 | Yes | | Class II (term expires 2028) | | | | | Neal E. Arnold | 66 | 2017 | No | | Kevin T. Hammond | 45 | 2022 | Yes | | David W. Levy | 69 | 2017 | Yes |

  8. Continuing Directors

    All directors will hold office for the terms indicated, or until their earlier death, resignation, removal or disqualification and until their respective successors are duly elected and qualified.

  9. Family Relationships

    Family Relationships No nominee, member of the board of directors or executive officer is related to any other nominee, member of the board of directors or executive officer.

  10. Resignations and Appointments

    Resignations and Appointments On June 9, 2025, FirstSun and Aquiline SGB Holdings LLC (“Aquiline”) agreed to terminate the Aquiline Board Representative Letter Agreement pursuant to which Aquiline appointed a director designee to our Board. As a result of the termination of this agreement, Aquiline directed its board representative, Paul A. Larkins, a Class III director, to resign from our Board, effective June 9, 2025. On December 3, 2025, Isabella Cunningham, a Class I director, notified the Board that she would resign as a director on the earlier of the effective time of our merger with First Foundation or the date of the annual meeting. Accordingly, as of the effective time of the merger on April 1, 2026, the Board had a vacancy in Class I related to her resignation. The Board did not reduce its size following Ms. Cunningham’s resignation but used the vacancy to accommodate the director designation rights of Castle Creek Capital Partners IX, LP (“Castle Creek”). On March 31, 2026, following a review and based on the recommendation of our Nominating and Governance Committee, and pursuant to Castle Creek’s director designation rights described under “Board Representation Rights” below, the Board appointed Spencer T. Cohn as a Class I director effective 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. On January 23, 2026, Diane L. Merdian, a Class III director, notified the Board that she would resign as a director on the earlier of the effective time of our merger with First Foundation or the date of the annual meeting. Also on January 23, 2026, following a review and based on the recommendation of the Nominating and Governance Committee, the Board appointed Peter E. Murphy as a Class III director, effective immediately, with a term expiring at the annual meeting. All Class III directors will be phased out as a result of the declassification amendment at the annual meeting.

  11. Board Representation Rights

    Board Representation Rights FirstSun has entered into Board Representative Letter Agreements with each of JLL/FCH Holdings I, LLC; trust stockholders associated with Mollie H. Carter, our Executive Chairman (the “Mollie Hale Carter Trust Group”); trust stockholders associated with Karen Hale Young (the “Karen Hale Young Trust Group”); Castle Creek; fund or account stockholders associated with Canyon Capital Advisors LLC (the “Canyon Group”); and a stockholder associated with Fortress Investment Group LLC (“Fortress”) (each, a “Designating Stockholder”). These agreements provide that FirstSun will use its best efforts to cause an individual designated for nomination by the Designating Stockholder to be elected or appointed to the Board and will recommend to its stockholders the election of such individual designated at the applicable stockholders’ meetings. Such nomination rights continue for so long as the applicable Designating Stockholder owns at least 40% of the total shares held by the Designating Stockholder as of the date of the Board Representative Letter Agreement. For additional information see “Certain Relationships and Related Party Transactions” beginning on page 19. The following board nominees and ongoing directors were nominated to the Board by a Designating Stockholder pursuant to the applicable Board Representative Letter Agreement:

  12. Board Representation Rights

    | Designating Stockholder | Board Designee for Election at the 2026 Annual Meeting | | Mollie Hale Carter Trust Group | Peter E. Murphy | | Canyon Group | Sam Edelson | | Fortress | Henchy R. Enden | | Designating Stockholder | Continuing Director Designee | | Castle Creek | Spencer T. Cohn (Class I director) | | Karen Hale Young Trust Group | Mollie H. Carter (Class I director) | | JLL/FCH Holdings I, LLC | Kevin T. Hammond (Class II director) |

  13. Identifying and Evaluating Director Candidates

    Identifying and Evaluating Director Candidates Our Nominating and Governance Committee reviews the qualifications of, and recommends to the Board for nomination, candidates to stand for election at each annual meeting or to fill vacancies on the Board as they may occur during the year. The Board, in coordination with the Nominating and Governance Committee, also considers committee memberships. The Nominating and Governance Committee has determined and the Board has approved, certain criteria in considering director nominees, and pursuant to that criteria our directors must, at a minimum, possess the following qualities: •the highest levels of personal and professional ethics, integrity and values; •a strong personal and professional reputation; •professional experience that adds to the mix of the Board as a whole; •the ability to exercise sound, independent business judgment; •freedom from conflicts of interest that would interfere with their ability to discharge their duties or that would violate any applicable laws or regulations; •demonstrated leadership skills; •the willingness and ability to devote the time necessary to perform the duties and responsibilities of a director; and •relevant expertise and experience, and the ability to offer advice and guidance to executive management based on that expertise and experience. In evaluating director candidates, the Nominating and Governance Committee also evaluates the collective contribution of qualifications, experiences, skills and background of each nominee and considers: •whether the candidate possesses the qualities described above; •whether the candidate qualifies as an independent director; •the candidate’s educational and professional background, including relevant past and current employment affiliations and board affiliations; •the candidate’s management experience in complex organizations and experience in dealing with complex business problems; •the candidate’s other commitments, such as employment and other board positions; •the likelihood of obtaining regulatory approval of the candidate, if required; •whether the candidate would qualify under our guidelines for membership on the Audit Committee, the Compensation and Succession Committee or the Nominating and Governance Committee; and •if an incumbent director, whether the director attended at least 75% of the board meetings during the past year and attended at least 75% of the committee meetings of which he or she is a member during the past year, subject to the committee’s ability to make exceptions to the attendance requirement as individual circumstances warrant. The Nominating and Governance Committee charter requires the committee to review potential candidates for the Board recommended by our stockholders. In evaluating candidates proposed by stockholders, the committee will follow the same process and apply the same criteria as it does for candidates identified by the committee or the Board. While we do not have a separate diversity policy, the Nominating and Governance Committee does consider the diversity of its directors and nominees in terms of knowledge, experience, skills, expertise and other demographics which may contribute to Board heterogeneity. All of the nominees for election as directors at the annual meeting were recommended for nomination by the Nominating and Governance Committee. The committee did not receive any formal nominations for directors from our common stockholders, other than with respect to the Designating Stockholders.

  14. Director Experience

    Director Experience Biographical information regarding each of our director nominees and continuing directors is set forth below, including the particular experience, qualifications, attributes or skills that led the Board to conclude that each member is qualified to serve on the Board.

  15. Nominees for Election

    Nominees for Election

  16. Nominees for Election

    | John S. Fleshood | | Age 63 | Director Since 2025 |

  17. Nominees for Election

    Mr. Fleshood recently served as Executive Vice President and Chief Operating Officer of California-headquartered TriCo Bancshares (Nasdaq: TCBK) from 2016 to December 2025. Before that, he held a variety of management positions at Wintrust Financial Corporation (Nasdaq: WTFC), a financial holding company based in Rosemont, IL from 2005 to 2016, including most recently as Executive Vice President and Chief Risk Officer. Mr. Fleshood also served as Senior Vice President and Chief Financial Officer of the Chicago affiliate of Fifth Third Bank from 2001 to 2005, and as Vice President and Manager of the Treasury Division from 1992 to 2001. His qualifications to serve as a director include C-suite leadership, enterprise risk, bank level and public financial holding company atmospheres, as well as extensive M&A and organic growth experiences.

  18. Nominees for Election

    | Peter E. Murphy | | Age 63 | Director Since 2026 | Other Public Company Boards: Malibu Boats, Inc. |

  19. Nominees for Election

    Mr. Murphy is the founder and Chief Executive Officer of Wentworth Capital Management, a private investment and venture capital firm focused on media, technology and branded consumer businesses. From 2009 to 2011, he served as President of Strategy & Development of Caesars Entertainment, where he was responsible for corporate strategy and growth, mergers and acquisitions, corporate development and real estate development. From 2007 to 2008, Mr. Murphy served as an operating partner at Apollo Global Management and, before that, he spent 18 years in senior executive roles with The Walt Disney Company, including as Chief Strategic Officer of The Walt Disney Company and as Chief Financial Officer of ABC, Inc. In addition, Mr. Murphy serves on the boards of directors of various public and private media and consumer-facing companies, including Malibu Boats (NASDAQ: MBUU), where he serves on the compensation and corporate governance and nominating committees. His extensive board experience includes previously serving on the boards of Tribune Media (NYSE: TRCO), where he was chairman of the audit committee and led the transaction committee; Revel Entertainment, serving as chairman of the board; The Stars Group (NASDAQ: TSG, now Flutter Entertainment); Fisher Communications; and Dial Global (now Westwood One), serving as the chairman of a special committee for restructuring and on the audit committee. His qualifications to serve as a director include his substantial experience as an executive officer and board member of public companies, including his extensive experience with corporate strategy and growth, corporate governance and operational management.

  20. Nominees for Election

    | Sam Edelson | | Age 36 | Director Since 2026 |

  21. Nominees for Election

    Mr. Edelson is a real estate developer and investor. He is a co-founder of TitleCat, an AI-powered search and exam software for the title insurance industry. Mr. Edelson also founded Force7Mgmt in 2020, where he focuses on preserving historically significant buildings while also adding attainably priced multifamily units to the housing stock. Before founding TitleCat and Force7Mgmt, Mr. Edelson worked at Cyrus Capital from 2015 to 2019, focusing on credit and structured credit investments. Mr. Edelson began his career at Bain Capital Credit (previously called Sankaty Advisors). Mr. Edelson served as a director of First Foundation from 2024 until it merged with and into FirstSun on April 1, 2026. His qualifications to serve as a director include his executive experience in real estate and investment.

  22. Nominees for Election

    | Henchy R. Enden | | Age 53 | Director Since 2026 |

  23. Nominees for Election

    Ms. Enden is a managing director at Fortress Investment Group, a position she has held since January 2024. Immediately before that, Ms. Enden was a portfolio manager and equity analyst for MFP Investors LLC, an investment management company based in New York, beginning in 2004. Ms. Enden served as a director of First Foundation from 2024 until it merged with and into FirstSun on April 1, 2026. She also previously served as a director of Avidbank Holdings, Inc. from August 2022 to January 2024, Dynasty Financial Partners from November 2021 to January 2024, Atlantic Capital Bancshares Inc. from June 2015 to March 2022, when it was purchased by SouthState Bank, and First Security, a bank purchased by Atlantic Capital, from 2013 until 2015. In addition, Ms. Enden previously served as a director of Bridgeview Bancorp, a bank in Chicago, Illinois, from July 2015 until May 2019, when the bank was acquired by First Midwest Bancorp. Ms. Enden also served as a director of West Coast Bancorp, a bank in Lake Oswego, Oregon, from January 2012 until April 2013, when it was acquired by Columbia Banking System, Inc. Her qualifications to serve as a director include her extensive experience in investment management, in addition to her directorships at various banking organizations, which provides valuable insight regarding our overall management and operation.

  24. Nominees for Election

    | Benjamin Mackovak | | Age 45 | Director Since 2026 |

  25. Nominees for Election

    Mr. Mackovak is a Co-Founder and Managing Member of Strategic Value Bank Partners, an investment firm specializing in community banks founded in 2015. Before that, Mr. Mackovak was the Founder and Portfolio Manager of Cavalier Capital, an investment firm based in Cleveland, Ohio, from 2012 to 2015. Mr. Mackovak was the Senior Analyst at Rivanna Capital, an investment firm based in Charlottesville, Virginia from 2006 to 2012. Mr. Mackovak worked at First American Trust as an Associate Portfolio Manager, an investment firm based in Newport Beach, California from 2004 to 2005. Mr. Mackovak began his career at Merrill Lynch. Mr. Mackovak served as a director of First Foundation from 2024 until it merged with and into FirstSun on April 1, 2026. Mr. Mackovak currently serves on the Board of Directors for People’s Bank of Commerce since 2021. Previously, he served on the board of BankFinancial Corp. (NASDAQ: BFIN), Keystone Bank, Community Bank of the Bay, United Security Bancshares (NASDAQ: UBFO), First South Bancorp, Peak Bancorp, Foothills Community Bank, TIG Bancorp and First State Bank of Colorado His qualifications to serve as a director include his investment experience and specialization in community banks.

  26. Nominees for Election

    | C. Allen Parker | | Age 71 | Director Since 2026 |

  27. Nominees for Election

    Mr. Parker is currently a board member of Archer Systems, LLC, a role he has occupied since December 2022. From July 2023 to November 2024, Mr. Parker served as an independent director for SVB Financial Group after its bankruptcy filing. From July 2020 through July 2022, Mr. Parker was a Senior Advisor to the global consulting firm McKinsey & Co. in its Financial Institutions practice, and he was an executive at Wells Fargo & Company from March 2017 until March 2020. He joined Wells Fargo initially as the General Counsel and was later appointed by the Wells Fargo Board of Directors to be the Interim Chief Executive Officer, a role he held for seven months. He was also a member of the Wells Fargo Board of Directors during that period. Prior to joining Wells Fargo, Mr. Parker was a partner at Cravath, Swaine & Moore LLP, an international law firm. Over his 27 years as a partner at Cravath, he specialized in finance and corporate governance, was a member of the firm’s Corporate Governance and Board Advisory Practice and served in a variety of firm leadership roles. From January 2013 through December 2016, Mr. Parker served as Cravath’s fifteenth presiding partner. Mr. Parker served as a director of First Foundation from 2024 until it merged with and into FirstSun on April 1, 2026. His qualifications to serve as a director include his experience as an executive at Wells Fargo & Company, along with his legal background, which allows him to provide valuable insight to the Board regarding corporate governance matters and our business and legal operations.

  28. Nominees for Election

    | Thomas C. Shafer | | Age 67 | Director Since 2026 |

  29. Nominees for Election

    Mr. Shafer is the Executive Vice Chairman of FirstSun and the Bank, a position he has held since the closing of our merger with First Foundation on April 1, 2026. Before that he served as the Chief Executive Officer and as a director of First Foundation and First Foundation Bank since November 21, 2024. He previously served as Co-President of Commercial Banking and Senior Executive Vice President of Huntington Bancshares Incorporated (“Huntington”) following its merger with TCF Financial Corporation in June 2021, until his retirement in December 2022. Before the merger with Huntington, he served as Chief Executive Officer of TCF National Bank and Vice Chairman of the board of TCF Financial Corporation from October 2020. Before that, Mr. Shafer served as Chief Operating Officer of TCF Financial Corporation and President and Chief Operating Officer of TCF National Bank beginning in August 2019. Before those roles, he served in multiple executive positions at TCF Financial Corporation’s and TCF National Bank’s predecessor organizations since 2010, including serving as the Chief Executive Officer of Chemical Bank from 2016 to 2019. His qualifications to serve as a director include his extensive experience as a banking executive of large, complex banking organizations, which brings valuable experience and insight to our Board.

  30. Continuing Class I Directors

    Continuing Class I Directors

  31. Continuing Class I Directors

    | Mollie H. Carter | | Age 64 | Director Since 2017 |

  32. Continuing Class I Directors

    Ms. Carter is the Executive Chairman of FirstSun and the Bank, a position she has held since April 1, 2022. She served as President and Chief Executive Officer of FirstSun from 2005 until April 1, 2022, and she served as President and Chief Executive Officer of Sunflower Bank from 2005 to 2018. She served as a director of Evergy, Inc. and its predecessor, Westar Energy, a publicly traded company, from 2003 to 2022, including as Chair of the Compensation and Succession Committee. She previously served as a director of Archer-Daniels-Midland Company, a publicly traded company, from 1996 to 2017. Ms. Carter is also a Director of Lockton Companies and serves on its Audit Committee. She also serves on the NPR Foundation Board of Trustees on the Executive Committee, and she is a Co-Chair of the NPR Collaborative Journalism Task Force. She also serves on the Rocky Mountain Public Media Board on the Executive Committee. Her qualifications to serve as a director include her substantial leadership experience as our former Chief Executive Officer, her financial expertise and her significant experience serving as a director, including with a large public company, which provides valuable experience related to corporate governance and compensation matters.

  33. Continuing Class I Directors

    | Spencer T. Cohn | | Age 38 | Director Since 2026 | Other Public Company Boards: Bancorp 34, Inc. and Tri-County Financial Group, Inc. |

  34. Continuing Class I Directors

    Mr. Cohn is a Principal at Castle Creek Capital, LLC, an asset management firm that invests in the community banking industry, a position he has held since 2026. Before that, he served as a Director at Castle Creek from 2020 until 2026, as a Vice President from 2018 until 2020 and as a Senior Associate from 2014 until 2018. Mr. Cohn serves as a director at several Castle Creek portfolio companies including Bancorp 34, Inc., CNB Bank Shares, Inc., Lincoln Bancorp, and Tri-County Financial Group, Inc. His previous board experience also includes Middlefield Banc Corp. (before its merger with Farmers National Banc Corp.), Aquesta Financial Holdings, Inc., Citizens Bancshares Co., and Liberty Bancshares, Inc. Before joining Castle Creek, Mr. Cohn worked at Keefe, Bruyette & Woods as an investment banking associate in the Financial Institutions Group where he concentrated on mergers and acquisitions and capital markets transactions. His qualifications to serve as a director include significant experience with the complex financial structures of both privately held banks and public financial holding companies, as well as extensive M&A experience in the banking industry.

  35. Continuing Class I Directors

    | Beverly O. Elving | | Age 72 | Director Since 2021 |

  36. Continuing Class I Directors

    Ms. Elving is the former Director of Corporate Accounting, Vice President & Controller, and Senior Vice President of Finance at Applebee’s International from 1998 to 2012. Before that, she served as the Chief Financial Officer of Integrated Medical Resources from 1996 to 1998 and served as Vice President Finance & Accounting for the FDIC/Resolution Trust Corporation from 1990 to 1996. Between 1981 and 1996, Ms. Elving gained senior accounting, auditor, and Certified Public Accountant experience at Jackson County, Missouri, and Arthur Andersen & Co. Ms. Elving’s experience includes her service as a director of several non-profit boards including St. Luke’s Health System-Bishop Spencer Place since 2019 and as board president since 2022, as well as Heart of America Shakespeare Festival as a director since 2019 and as board co-president 2021 to 2023. Her qualifications to serve as a director include her accounting, finance and C-suite leadership experience including oversight of public companies and government entities.

  37. Continuing Class II Directors

    Continuing Class II Directors

  38. Continuing Class II Directors

    | Neal E. Arnold | | Age 66 | Director Since 2017 |

  39. Continuing Class II Directors

    Mr. Arnold is the current President and Chief Executive Officer of FirstSun and Sunflower Bank and also serves as the Chief Operating Officer of FirstSun. He was appointed as President and Chief Executive Officer of FirstSun on April 1, 2022, and has held the positions of President and Chief Executive Officer of Sunflower Bank and Chief Operating Officer of FirstSun since 2018. Before that, Mr. Arnold served as Executive Vice President of Fifth Third Bancorp and Fifth Third Bank from 1998 to 2005, and as Chief Financial Officer of Fifth Third Bancorp and Fifth Third Bank from 1997 to 2005. He also served as Treasurer of Fifth Third Bancorp and Fifth Third Bank and as Senior Vice President of Fifth Third Bank. Before joining Fifth Third, he served as Chief Financial Officer and Chief Operating Officer of Midwestern Community Bank from 1980 to 1989. His qualifications to serve as a director include his substantial C-suite leadership experience and as a chief financial officer of a large public company, as well as his over 30 years of experience completing numerous regulatory compliance consulting engagements for bank boards.

  40. Continuing Class II Directors

    | Kevin T. Hammond | | Age 45 | Director Since 2022 |

  41. Continuing Class II Directors

    Mr. Hammond is a Managing Director of JLL Partners, a position he has held since 2004, where he focuses on new private equity investments and managing the firm’s portfolio of companies. He also serves on JLL Partners’ management and investment committees. Before joining JLL, he worked in merger advisory and private equity at Greenhill & Co. Mr. Hammond served as a director of Pioneer Bancshares, Inc. from 2016, until it was merged with and into FirstSun in 2022. In addition, he previously served as a director of FC Holdings, Inc. and First Community Bank, N.A. His qualifications to serve as a director include his experience in managing financial transactions and extensive past and current director service on corporate boards.

  42. Continuing Class II Directors

    | David W. Levy | | Age 69 | Director Since 2017 |

  43. Continuing Class II Directors

    Mr. Levy was the former Managing Director at Pickwick Capital Partners, a position he held from 2012 to 2025. Before that, he served as Vice Chairman of Investment Banking and Co-Head of the Financial Institutions Group at Cowen & Company from 2009 to 2010 and served as Senior Managing Director at Bear Stearns from 2005 to 2008. Mr. Levy spent over 23 years at Citigroup Global Markets as a Managing Director and Head of the Bank and Financial Services Group, and Salomon Brothers Inc. as a Managing Director and Co-Head of the Financial Institutions Department. He has served as a director of Old Dominion National Bank since 2013, and as a director of its holding company, ODNB Financial Corp, since 2022. His qualifications to serve as a director include his leadership experience, managing director positions with globally recognized investment banking firms, and his prior service as a member of the Audit and Compensation and Succession Committees of another financial institution.

  44. Continuing Class II Directors

    | EXECUTIVE OFFICERS |

  45. Continuing Class II Directors

    Our current executive officers are:

  46. Continuing Class II Directors

    | Name | Title | | Neal E. Arnold | Chief Executive Officer and President of FirstSun and Sunflower Bank and Chief Operating Officer of FirstSun | | Robert A. Cafera, Jr. | Senior Executive Vice President and Chief Financial Officer of FirstSun and Sunflower Bank | | Mollie H. Carter | Executive Chairman of the FirstSun and Sunflower Bank Boards | | Laura J. Frazier | Executive Vice President and Chief Administrative Officer of FirstSun and Sunflower Bank | | Jennifer L. Norris | Executive Vice President and Chief Credit Officer of FirstSun and Sunflower Bank and Chief Operating Officer of Sunflower Bank |

  47. Continuing Class II Directors

    Because Mr. Arnold and Ms. Carter also serve on our board of directors, we have provided their biographical information above. Biographical information for each of Mr. Cafera, Ms. Norris, and Ms. Frazier is provided below: Robert A. Cafera, Jr., age 56, currently serves as Senior Executive Vice President and Chief Financial Officer of FirstSun and the Bank, positions he has held since 2012. Before joining FirstSun and the Bank, he served in different roles at Fifth Third Bank, including as Senior Vice President and Chief Financial Officer of the Commercial Bank, and before that as its Assistant Controller. Before joining Fifth Third Bank, he was a Senior Manager with Arthur Andersen & Co. for about ten years. Laura J. Frazier, age 55, currently serves as Executive Vice President and Chief Administrative Officer of FirstSun and the Bank, positions she has held since 2020. Ms. Frazier joined the Bank in 2013 and served as its Human Resources Director until 2016, when she then served as its Chief Human Resources Officer until assuming her current role in 2020. From 2010 to 2013, Ms. Frazier served as the Deputy Director of Human Resources for the Ohio Department of Developmental Disabilities. Her experience also includes eight years from 2002 until 2010, as the Director of Labor Relations for the Ohio Department of Developmental Disabilities. Jennifer L. Norris, age 52, currently serves as the Executive Vice President and Chief Credit Officer of FirstSun and the Bank, positions she has held since 2020, as well as Chief Operating Officer of the Bank, since November 2024. Before that, she held various credit management and leadership roles at Wells Fargo Bank and its predecessor Wachovia Bank from 1997 to 2020. She also maintains the Chartered Financial Analyst designation.

  48. Continuing Class II Directors

    | CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS |

  49. Employment Relationship with Thomas C. Shafer

    Employment Relationship with Thomas C. Shafer On April 1, 2026, at the effective time of the merger with First Foundation, Thomas C. Shafer, the former Chief Executive Officer of First Foundation and First Foundation Bank, was appointed to serve as a director of the Board and as Executive Vice Chairman of FirstSun. In connection with the merger, we assumed the Employment Agreement between First Foundation and Mr. Shafer. The initial term of the agreement runs through March 15, 2028, and automatically renews each year for an additional year, absent notice of non-renewal. Under the terms of the Employment Agreement, Mr. Shafer will receive an annual base salary of $1,090,000, subject to annual adjustment, but not reduction, at the discretion of the Board or the Compensation and Succession Committee. In addition, during each fiscal year during the term, Mr. Shafer will be entitled to an annual discretionary incentive opportunity equal to a maximum of 150% of his then-current annual base salary, one-half of which will be in the form of an annual cash bonus and one-half of which will be in the form of performance-based restricted stock units. Each of such annual cash bonus and performance-based restricted stock unit award will be earned and paid based on the terms and conditions (including achievement of performance metrics) determined by the Board. Mr. Shafer will also be eligible to participate in the other benefit programs of FirstSun and the Bank available to executive employees generally. We also assumed 500,00 unvested restricted stock units granted to Mr. Shafer by First Foundation. Under the merger agreement, these restricted stock units converted into a restricted stock unit award to acquire FirstSun common stock equal to the number of shares covered by the award immediately before the merger, multiplied by the exchange ratio, or 80,415 restricted stock units. The award vests in two equal installments on November 21, 2026 and November 21, 2027, subject to Mr. Shafer’s continued service through each vesting date.

  50. Compensation Consultants

    Compensation Consultants The Compensation Committee engages an independent compensation consultant to provide benchmarking market data and serve as an advisor, among other services. The independent compensation consultant serves at the request of, and reports directly to, the Compensation Committee. The Compensation Committee has the sole authority to select and retain the independent compensation consultant and approve their fees and the other terms of the engagement. During 2025, the Compensation Committee retained the services of Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian provided the committee with pay for performance analysis for executives, peer group review and development, program design and financial modeling, along with technical, competitive market, regulatory and industry updates. The Compensation Committee assessed the independence of Meridian taking into consideration all factors specified in NASDAQ listing standards. Based on this assessment, the Compensation Committee determined the engagement of Meridian did not raise any conflict of interest.

  51. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning all compensation awarded to, earned by or paid to our named executive officers for all services rendered in all capacities to us and our subsidiaries for the fiscal years ended December 31, 2025 and 2024.

  52. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus2 | | Stock Awards4 | Non-Equity Incentive Plan Compensation5 | All Other Compensation6 | Total | | Mollie H. Carter | 2025 | $500,000 | $— | | $— | $— | $21,600 | $521,600 | | Executive Chairman | 2024 | 500,000 | — | | — | — | 21,300 | 521,300 | | Neal E. Arnold | 2025 | 800,000 | 812,800 | | 1,707,070 | — | 21,600 | 3,341,470 | | Chief Executive Officer and President of FirstSun and the Bank, and Chief Operating Officer of FirstSun | 2024 | 800,000 | 145,600 | 3 | 5,550,010 | 1,021,000 | 21,300 | 7,537,910 | | Robert A. Cafera, Jr. | 2025 | 500,000 | 508,000 | | 502,062 | 95,227 | 21,600 | 1,626,889 | | Senior Executive Vice President and Chief Financial Officer of FirstSun and the Bank | 2024 | 454,000 | 281,900 | 3 | 2,300,005 | 408,400 | 21,300 | 3,465,605 | | Jennifer L. Norris1 | 2025 | 450,000 | 365,760 | | 361,481 | 59,517 | 21,600 | 1,258,358 | | Executive Vice President and Chief Credit Officer of FirstSun and the Bank and Chief Operating of the Bank and Chief Operating Officer of the Bank | | | | | | | | | | 1 Ms. Norris became a named executive for the first time in 2025. | | | | | | | | | | 2 For 2025, see discussion under “Narrative to Summary Compensation Table—Annual Bonus Payment” below. | | | | | | | | | | 3 The Bonus column in our 2025 proxy statement over-reported the amount of Mr. Arnold’s and Mr. Cafera’s bonus payments for the year-end 2024 and we have updated such amounts in this proxy statement. | | | | | | | | |

  53. 2025 Summary Compensation Table

    | 4 The amounts reported represent the aggregate grant date fair values of time-based restricted stock units and performance-based units (“PSUs”) granted to our named executive officers, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. A discussion of our assumptions related to stock-based compensation is included in Note 14, Stockholders’ Equity, of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair value of each award was determined based on the fair value of our common stock on the grant date, except that the fair value of PSUs that vest based on a market-based condition (which for 2025 represented all PSUs), were estimated using a Monte Carlo simulation model. The aggregate grant date fair value of PSUs that vest based on performance metrics were calculated based on the probable outcome of the performance conditions as of the grant date, which, for the 2024 grants, was target level performance. For 2024, the stock awards included restricted stock awards granted in 2024 with a grant date fair value of $4,000,010 for Mr. Arnold and $2,000,005 for Mr. Cafera, which were contingent on the closing of our proposed merger with HomeStreet, Inc. Upon termination of the HomeStreet, Inc. merger agreement, these stock awards were cancelled, and no shares were awarded to either Mr. Arnold or Mr. Cafera. | | 5 The amounts in the Non-Equity Incentive Plan Compensation column are the cash awards earned by the named executive officers under the 2022 Long-Term Incentive Plan (“LTIP”) (see discussion under “Narrative to Summary Compensation Table—Long-Term Incentive Plan—2022 LTIP Award Results” below). | | 6 The details of the components of this column for fiscal year 2025 are provided in the table below: |

  54. 2025 Summary Compensation Table

    | | Mollie H. Carter | Neal E. Arnold | Robert A. Cafera, Jr. | Jennifer L. Norris | | 401(k) match | $21,000 | $21,000 | $21,000 | $21,000 | | Cell phone | 600 | 600 | 600 | 600 | | Total | $21,600 | $21,600 | $21,600 | $21,600 |

  55. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides a summary of unexercised stock option awards outstanding and time-based restricted stock units and PSUs which have not vested as of December 31, 2025 for the named executive officers. The vesting provisions applicable to each outstanding option, time-based restricted stock unit award and PSU are described in the footnotes to the following table.

  56. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | | | Name | Number of Securities Underlying Options Exercisable (#) | Number of Securities Underlying Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date or Performance Period | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)1 | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)2, 5 | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($)1 | | Mollie H. Carter | — | — | $— | N/A | N/A | — | | $— | — | | $— | | Neal E. Arnold | 187,590 | — | $20.49 | 2/14/2028 | 4/1/2025 | 23,624 | 3 | $888,971 | — | | $— | | | | | | | 1/1/2023 - 12/31/2025 | 36,950 | 4 | $1,390,429 | — | | $— | | | | | | | 1/1/2024 - 12/31/2026 | — | | $— | 43,662 | 6 | $1,643,000 | | | | | | | 1/1/2025 - 12/31/2027 | — | | $— | 23,624 | 7 | $888,971 | | Robert A. Cafera, Jr. | 135,952 | — | $19.72 | 7/20/2027 | 4/1/2025 | 6,948 | 3 | $261,453 | — | | $— | | | | | | | 1/1/2023 - 12/31/2025 | 6,333 | 4 | $238,311 | — | | $— | | | | | | | 1/1/2024 - 12/31/2026 | — | | $— | 8,451 | 6 | $318,000 | | | | | | | 1/1/2025 - 12/31/2027 | — | | $— | 6,948 | 7 | $261,453 | | Jennifer L. Norris | 67,140 | — | $20.65 | 1/27/2030 | 4/1/2025 | 5,003 | 3 | $188,263 | — | | $— | | | | | | | 1/1/2023 - 12/31/2025 | 3,958 | 4 | $148,940 | — | | $— | | | | | | | 1/1/2024 - 12/31/2026 | — | | $— | 5,070 | 6 | $190,800 | | | | | | | 1/1/2025 - 12/31/2027 | — | | $— | 5,002 | 7 | $188,225 | | 1 Based on the closing price of our common stock on December 31, 2025 of $37.63 per share. 2 Represents PSUs that are subject to the achievement of pre-established performance measures and the officer’s continued service through the vesting date. Any PSUs that vest will be converted to shares of our common stock on a one-for-one basis. PSUs that do not vest will be forfeited. 3 2025 time-based restricted stock unit award. This award vests in three equal annual installments on the anniversary of the grant date. 4 2023 PSUs (Performance Achieved). Represents PSUs actually earned upon satisfaction of performance at 73.9% of target, subject to the officer’s continued service through the vesting date of April 1, 2026, at which time these PSUs were vested and paid. See the description of our performance and satisfaction of the performance measures under “Narrative to Summary Compensation table—Long-Term Incentive Plan—2023 LTIP Award Performance Results” above. 5 PSUs (Performance Not Yet Achieved). The number of unearned PSUs reported assumes the units are earned and vested at the targeted performance level. 6 These awards will vest on April 1, 2027, the third anniversary of the grant date. 7 These awards will vest on April 1, 2028, the third anniversary of the grant date. | | | | | | | | | | | |

  57. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  58. Clawback Policy

    | DIRECTOR COMPENSATION |

  59. Clawback Policy

    | Name and Principal Position | Fees Earned or Paid in Cash | Stock Awards1, 2 | Option Awards | All Other Compensation | Total | | Isabella Cunningham | $84,375 | $60,000 | $— | $— | $144,375 | | Beverly O. Elving | 84,375 | 60,000 | — | — | 144,375 | | Kevin T. Hammond3 | — | — | — | — | — | | Paul A. Larkins4 | 17,500 | 40,000 | — | — | 57,500 | | David W. Levy | 85,500 | 60,000 | — | — | 145,500 | | Diane L. Merdian | 85,000 | 60,000 | — | — | 145,000 | | John S. Fleshood5 | 79,375 | 60,000 | — | — | 139,375 | | (Footnotes appear on the following page.) | | | | | |