FSUN 10-K & 10-Q changes, risk factors and insider trading
Firstsun Capital Bancorp · Nasdaq · National Commercial Banks · CIK 1709442 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Combining FirstSun and First Foundation may be more difficult, costly or time-consuming than expected, and the anticipated benefits and cost savings of the merger and the bank merger may not be realized.”
New heading “All regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.”
New heading “The success of the merger and the bank merger and integration of FirstSun and First Foundation will depend on a number of uncertain factors.”
New heading “The merger agreement may be terminated in accordance with its terms and the merger and other transactions contemplated by the merger agreement may not be completed. If the merger is not completed, we will have incurred substantial expenses without realizing the expected benefits of the merger.”
New heading “Stockholder litigation could prevent or delay the completion of the merger or otherwise negatively impact our business and operations.”
New heading “Issuance of shares of our common stock in connection with the merger may adversely affect the market price of our common stock.”
New heading “Risks Related to Our Business, Industry, Markets and Market Interest Rates”
New heading “Our business and results of operations may be adversely affected by the financial markets, fiscal, monetary, and regulatory policies, developments impacting the financial services industry specifically and economic conditions generally.”
New heading “Risks Related to Our Lending and Mortgage Banking Activities”
New heading “Our mortgage revenue is cyclical and sensitive to changes in interest rates, economic conditions, housing prices and other factors which would adversely impact our profitability.”
New heading “Risks Related to Our Operations”
New heading “Fraud is a major, and increasing, operational risk for us and all banks, and we are at risk of increased losses from fraud.”
New heading “A failure in, or breach of, our operational or security systems or infrastructure, or those of our third-party vendors and other service providers or other third parties, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, result in litigation or investigations, and damage our reputation, increase our costs and cause losses.”
New heading “We face regulatory uncertainty due to changes in federal banking agency priorities, potential shifts in government leadership and state-level enforcement activity.”
New heading “Risks Related to Environmental and Climate Change”
New heading “We are subject to risk related to environmental liabilities.”
New heading “We are subject to environmental, social and governance, or ESG, risks that could adversely affect our reputation, the trading price of our common stock and/or our business, operations, and earnings.”
Removed heading “Economic and Geographic-Related Risks”
Removed heading “Our business may be adversely affected by economic conditions. Generally, in periods of economic downturns, including periods of rising interest rates and recessions, our realized credit losses increase, our deposit and funding costs increase, demand for our products and services declines, and the credit quality of our loan portfolio declines.”
Removed heading “Risks Associated with Monetary Events”
Removed heading “Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.”
Removed heading “Interest Rate Risks”
Removed heading “Rapidly rising interest rates will impact the value of our investment securities and the cost of our funding sources, including deposits.”
Removed heading “Mortgage Banking Risks”
Removed heading “Our mortgage revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market.”
Removed heading “In a period of rising or high-interest rates, we expect our mortgage revenue to decrease due to decreased residential mortgage origination volume and pricing decisions of competitors may adversely affect our profitability.”
Removed heading “Operational Risks”
Removed heading “Fraud is a major, and increasing, operational risk for us and all banks.”
Removed heading “A failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers or other third parties, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, result in litigation or investigations, and damage our reputation, increase our costs and cause losses.”
Removed heading “We are subject to environmental and climate change risks.”
Removed heading “Industry-Related Risks”
Removed heading “Adverse developments affecting the financial services industry, such as recent bank failures or concerns involving liquidity, may have a material adverse effect on our operations.”
Removed heading “Capital and Liquidity Risks”
Removed heading “Deposits traditionally have provided our most affordable funds and by far the largest portion of funding. However, deposit trends can shift with economic conditions.”
Removed heading “Risks Related to Strategic Plans”
Removed heading “Future mergers and acquisitions may be delayed, impeded, not approved or prohibited due to regulatory issues.”
Removed heading “Risks Related to Public Health Issues”
Removed heading “Outbreaks of communicable diseases, including COVID-19 and its variants, have led to periods of significant volatility in financial, commodities (including oil and gas) and other markets, adversely affected our ability to conduct normal business, adversely affected our clients, and are likely to harm our businesses, financial condition and results of operations.”
Removed heading “Federal, state and local consumer lending laws restrict our ability to originate certain mortgage loans and increase our risk of liability with respect to such loans and increase our cost of doing business.”
Removed heading “We face risks related to the adoption of future legislation and potential changes in federal regulatory agency leadership, policies, and priorities.”
Largest changes
“General economic, political, social and health conditions in the U.S. and abroad affect markets in the U.S. and our business. In particular, markets in the U.S. may be affected by the level and volatility of interest rates, availability and market conditions of financing, unexpected changes in gross domestic product, economic growth or its sustainability, inflation, supply chain disruptions, consumer spending, employment levels, labor shortages, wage stagnation, federal government shutdowns, developments related to the U.S. …”see in full comparison
“The Federal Reserve has shifted its focus to limiting inflationary and other potentially adverse economic effects or market conditions, which signals the potential for a continued period of economic uncertainty. In addition, there are continuing concerns related to, among other things, the level of U.S. …”see in full comparison
“Increased and evolving activity perpetrated by bad actors intending to defraud, misappropriate property, or circumvent the law using different channels, products, and means may outpace and outmaneuver our anti-fraud measures, control environment and monitoring activities impacting clients, employees, and stakeholders. Fraud attacks in the banking sector have surged in recent years, driven by increasingly sophisticated and rapid techniques. …”see in full comparison
“A failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors and other service providers or other third parties, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, result in litigation or investigations, and damage our reputation, increase our costs and cause losses.”see in full comparison
“A failure in, or breach of, our operational or security systems or infrastructure, or those of our third-party vendors and other service providers or other third parties, including as a result of cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, result in litigation or investigations, and damage our reputation, increase our costs and cause losses.”see in full comparison
“While we have disaster recovery and other policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. Our risk and exposure to these matters remains heightened because of the evolving nature of these threats. …”see in full comparison
Full comparison: every changed paragraph (179)
An investment in our securities involves various risks, many of which are beyond our control, which could cause our results to differ significantly from management’s expectations. Some of these risk factors are described below. Any risk factor discussed below could, by itself or together with one or more other factors, materially and adversely affect our business, results of operations and/or financial condition, and cause the loss of part or all of the value of an investment in FirstSun. Additional risks and uncertainties not currently known to us or that we currently consider to not be material also may materially and adversely affect us and the value of an investment in our securities. In assessing these risks, you should also refer to other information disclosed in this Form 10-K (and in our subsequent SEC filings), including the financial statements and notes thereto. Any of the risks discussed below could also cause our actual results to differ materially from those discussed, anticipated or implied in these forward-looking statements. See “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” above in this annual report.
Risks Related to Our BusinessPending Merger with First Foundation
Combining FirstSun and First Foundation may be more difficult, costly or time-consuming than expected, and the anticipated benefits and cost savings of the merger and the bank merger may not be realized.
FirstSun and First Foundation have operated and, until the completion of the merger, must continue to operate, independently. The success of the merger and the bank merger, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine and integrate our businesses with First Foundation in a manner that permits growth opportunities and does not materially disrupt the existing customer relations or result in decreased revenues due to loss of customers. In addition, the success of the merger will depend, in part, on the successful execution of the planned balance sheet repositioning strategy which contemplates the sale or disposition of certain assets of First Foundation and pay down or run off certain liabilities of First Foundation as part of the balance sheet repositioning (the “balance sheet repositioning”). Execution of the balance sheet repositioning will inherently be subject to market conditions. There is a risk that such conditions will be less favorable than anticipated when the parties entered into the merger agreement and that the balance sheet repositioning may not have the expected effects on our net interest margin, liquidity, or portfolio positioning for potential changes in interest rates. If we are unable to successfully achieve these objectives, the anticipated benefits of the merger and the bank merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger and the bank merger could be less than anticipated, and integration may result in additional and unforeseen expenses.
An inability to realize the full extent of the anticipated benefits of the merger, as well as any delays encountered in the integration process and the implementation of the balance sheet repositioning, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company, which may adversely affect the value of our common stock after the completion of the merger. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger and the bank merger. If we experience difficulties with the integration process, the anticipated benefits of the merger and the bank merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause us and/or First Foundation to lose customers or cause customers to remove their accounts from us and/or First Foundation and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of us and First Foundation during this transition period and for an undetermined period after completion of the merger on the combined company.
Furthermore, the board of directors and executive leadership of the combined companies following the merger will consist of former directors and executive officers from each of FirstSun and First Foundation, as described in the merger agreement. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.
All regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.
Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained. While we have received approval for the bank merger from the Office of the Comptroller of the Currency, the merger and the bank merger remains subject to approval from the Federal Reserve Board and various other antitrust, insurance and other authorities in the United States. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. These regulators also could impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger.
Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.
In addition, despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, neither we nor First Foundation will be required, and neither party will be permitted without the prior written consent of the other party, to take actions or agree to conditions that would reasonably be expected to have a material adverse effect on the combined company, after giving effect to the merger.
The success of the merger and the bank merger and integration of FirstSun and First Foundation will depend on a number of uncertain factors.
The success of the merger and the bank merger will depend on a number of factors, including, without limitation:
•our ability to integrate the branches acquired from First Foundation in the merger into our current operations;
•our ability to implement the balance sheet repositioning strategy;
•our ability to limit the outflow of deposits held by First Foundation customers to successfully retain and manage interest-earning assets (i.e., loans) acquired in the merger;
•our ability to control the incremental non-interest expense acquired in the merger in a manner that enables us to maintain a favorable overall efficiency ratio;
•our ability to retain and attract the appropriate personnel to staff and manage the combined business;
•our ability to retain the customer relationships acquired in the merger; and
•our ability to earn acceptable levels of interest and non-interest income, including fee income.
Integrating our business with the business of First Foundation will be an operation of substantial size and expense, and may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert our management’s attention and resources. No assurance can be given that we will be able to integrate First Foundation successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees, or to achieve the anticipated benefits of the merger and the bank merger. We may also encounter unexpected difficulties or costs during the integration that could adversely affect our earnings and financial condition, perhaps materially. Additionally, no assurance can be given that the operation of the combined business will not adversely affect our existing profitability, that we will be able to achieve results in the future similar to those achieved by our existing banking business or that we will be able to manage any growth resulting from the merger and the bank merger effectively.
The merger agreement may be terminated in accordance with its terms and the merger and other transactions contemplated by the merger agreement may not be completed. If the merger is not completed, we will have incurred substantial expenses without realizing the expected benefits of the merger.
The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, including after stockholder approval, or we or First Foundation may elect to terminate the merger agreement in certain other circumstances.
We and First Foundation have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, we and First Foundation would have to recognize these expenses without realizing the expected benefits of the merger.
If the merger is not completed for any reason, there may be various adverse consequences and we may experience negative reactions from the financial markets and from our customers and employees. Additionally, if the merger agreement is terminated, the market price of our common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. We also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against us to perform our obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either FirstSun or First Foundation may be required to pay a termination fee of $45,089,000 or $31,390,000, respectively, to the other party.
Stockholder litigation could prevent or delay the completion of the merger or otherwise negatively impact our business and operations.
Our stockholders and/or stockholders of First Foundation may file lawsuits against us, First Foundation and/or the directors and officers of either company in connection with the merger and/or the other transactions contemplated by the merger agreement. Although we are not aware of any pending lawsuits relating to the merger or any of the transactions contemplated by the merger agreement as of the date of this report, lawsuits arising out of the merger or any of the transactions contemplated by the merger agreement could be filed in the future. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting us or First Foundation defendants from completing the merger or other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger or such other transactions and could result in significant costs to us and/or First Foundation, including any cost associated with the indemnification of directors and officers of each company. If a lawsuit is filed, we and First Foundation may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the merger or any of the transactions contemplated by the merger agreement. Such litigation could have an adverse effect on the financial condition and results of operations of FirstSun and First Foundation and could prevent or delay the completion of the merger or the transactions contemplated by the merger agreement.
Issuance of shares of our common stock in connection with the merger may adversely affect the market price of our common stock.
In connection with the completion of the merger, we expect to issue approximately 18.7 million shares of our common stock to First Foundation stockholders and approximately 240,400 shares of our common stock to holders of First Foundation equity awards. The issuance of these new shares will significantly increase the number of outstanding shares of our common stock, which will result in dilution to our existing stockholders. The increased supply of our common stock in the market, as well as any sales of these shares, could result in fluctuations in the market price of our common stock, including a possible decrease in the stock price. The market price may also be affected by investor perceptions regarding the merger, the combined company’s future prospects, and other factors.
Risks Related to Our Business, Industry, Markets and Market Interest Rates
Our business and results of operations may be adversely affected by the financial markets, fiscal, monetary, and regulatory policies, developments impacting the financial services industry specifically and economic conditions generally.
General economic, political, social and health conditions in the U.S. and abroad affect markets in the U.S. and our business. In particular, markets in the U.S. may be affected by the level and volatility of interest rates, availability and market conditions of financing, unexpected changes in gross domestic product, economic growth or its sustainability, inflation, supply chain disruptions, consumer spending, employment levels, labor shortages, wage stagnation, federal government shutdowns, developments related to the U.S. federal debt ceiling, energy prices, home prices, commercial property values, bankruptcies, a default by a significant market participant or class of counterparties, fluctuations or other significant changes in both debt and equity capital markets and currencies, liquidity of the global financial markets, the growth of global trade and commerce, trade policies, tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars, the availability and cost of capital and credit, disruption of communication, transportation or energy infrastructure and investor sentiment and confidence. Markets may also be adversely affected by the current or anticipated impact of climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict, acts of war or terrorism, international hostilities or other geopolitical events, including any escalation of or increased U.S. involvement in ongoing conflicts, such as those occurring with respect to Russia, Ukraine, Venezuela, Iran and the Middle East. Market fluctuations may impact net interest margin and affect our business liquidity. Also, any sudden or prolonged market downturn in the U.S., as a result of the above factors or otherwise, could result in a decline in net interest income and noninterest income and adversely affect our results of operations and financial condition, including capital and liquidity levels. Events in the financial services industry, such as the high-profile bank failures in 2023 and additional bank failures in 2024 and 2025, may also cause concern and uncertainty about the financial services industry generally, which may result in sudden deposit outflows, increased borrowing and funding costs, and increased competition for liquidity, any of which could have a material adverse impact on our business, financial condition, and results of operations.
Economic and Geographic-Related Risks
Our business may be adversely affected by economic conditions. Generally, in periods of economic downturns, including periods of rising interest rates and recessions, our realized credit losses increase, our deposit and funding costs increase, demand for our products and services declines, and the credit quality of our loan portfolio declines.
Our financial performance generally, and in particular, the ability of borrowers to pay interest on and repay the principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer and whose success we rely on to drive our growth, is highly dependent upon the business environment in the primary markets where we operate and in the United States as a whole. Unlike larger financial institutions that are more geographically diversified, we are a regional bank that provides banking and financial services to customers primarily in Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington. First Foundation operates in California, Florida, Texas, Nevada and Hawaii and, if completed, the proposed merger will provide additional geographic diversity. However, the economic conditions in our current, and potential future, markets may be different from, and in some instances worse than, the economic conditions in the United States as a whole. An economic downturn or prolonged recession can result in a deterioration of our credit quality, an increase in the number of loan delinquencies, defaults and charge-offs, foreclosures, additional provisions for loan losses, adverse asset values, an increase in deposit and funding costs, and a reduction in deposits and assets under management or administration. Unlike many larger institutions, we are not able to spread the risks of unfavorable local economic conditions across a large number of diversified economies. An economic downturn could, therefore, result in losses that materially and adversely affect our business.
Some elements of the business environment that affect our financial performance include short-term and long-term interest rates, the prevailing yield curve, inflation, monetary supply, fluctuations in the debt and equity capital markets, and the strength of the domestic economy and the local economies in the markets in which we operate. Unfavorable market conditions can result in a deterioration of the credit quality of borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, foreclosures, additional provisions for credit losses, adverse asset values, a reduction in assets under management or administration, and an increase in our deposit and funding costs. A component of our loan portfolio is secured by real estate. A decline in real estate values can negatively impact our ability to recover our investment should the borrower become delinquent. Loans secured by stock or other collateral may be adversely impacted by a downturn in the economy and other factors that could reduce the recoverability of our investment. Unsecured loans are dependent on the solvency of the borrower, which can deteriorate, leaving us with a risk of loss. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability of or increases in the cost of credit and capital, increases in inflation or interest rates, high unemployment, natural disasters, epidemics and pandemics (such as COVID-19), state or local government insolvency, or a combination of these or other factors.
More specifically, the market conditions in the markets in which we have a presence may be different from, and could be worse than, the economic conditions in the United States as a whole. Inflationary pressures caused the Federal Reserve to increase interest rates in 2022 and 2023, although the Federal Reserve began reducing interest rates in 2024. Increases in interest rates in the past have led to recessions of various lengths and intensities and might lead to such a recession in the near future. Such a recession or any other adverse changes in business and economic conditions generally or specifically in the markets in which we operate could affect our business, including causing one or more of the following negative developments:
•an increase in our deposit and funding costs;
•a decrease in the demand for loans, mortgage banking products and services and other products and services we offer;
•a decrease in our deposit account balances as customers move funds to seek to obtain maximum federal deposit insurance coverage or to seek higher interest rates;
•a decrease in the value of the collateral securing our residential or commercial real estate loans;
•a permanent impairment of our assets; or
•an increase in the number of customers or other counterparties who default on their loans or other obligations to us, which could result in a higher level of NPAs, net charge-offs and provision for credit losses.
The Federal Reserve has shifted its focus to limiting inflationary and other potentially adverse economic effects or market conditions, which signals the potential for a continued period of economic uncertainty. In addition, there are continuing concerns related to, among other things, the level of U.S. government debt and fiscal actions that may be taken to address that debt, the potential impacts of artificial intelligence, potential pandemic risks, the potential resurgence of economic and political tensions with China, the Middle East or the Russian invasion of Ukraine, the growth of global trade and commerce, trade policies, tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, and trade wars, any of which may have a destabilizing effect on financial markets and economic activity. Economic pressure on consumers and overall economic uncertainty may result in changes in consumer and business spending, borrowing and saving habits. These economic conditions and/or other negative developments in the domestic or international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and sales volumes and high unemployment or underemployment may also result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.
The United States generally and the regions in which we operate specifically have experienced significant inflationary pressures, evidenced by higher gas prices, higher food prices and other consumer items. Inflation represents a loss in purchasing power because the value of investments does not keep up with inflation and erodes the purchasing power of money and the potential value of investments over time. In 2024 and early 2025, continued regional economic uncertainty, exacerbated by persistent inflation, supply chain disruptions and subdued consumer spending has further increased the risks in our primary markets. Accordingly, inflation can result in material adverse effects upon our customers, their businesses and, as a result, our financial position and results of operation. Inflation also can and does generally lead to higher interest rates, which have their own separate risks. Decreased deposit balances could result in our reliance upon higher cost funding sources.
Our trust and wealth management business may be negatively impacted by changes in general economic and market conditions because the performance of thisthese businesses is directly affected by conditions in the financial and securities markets. The financial markets and businesses operating in the securities industry are highly volatile (meaning that performance results can vary greatly within short periods of time) and are directly affected by, among other factors, domestic and foreign economic conditions and general trends in business and finance, and by the threat, as well as the occurrence of global conflicts or events, all of which are beyond our control. We cannot assure you that broad market performance will be favorable in the future. Declines in the financial markets or a lack of sustained growth may result in a decline in the performance of our trust and wealth management business and may adversely affect the market value and performance of the investment securities that we manage, which could lead to reductions in our trust and wealth management fees, because they are based primarily on the market value of the securities we manage, and could lead some of our clients to reduce their assets under management by us or seek legal remedies for investment performance. If any of these events occur, the financial performance of our trust and wealth management business could be materially and adversely affected.
Risks Associated with Monetary Events
Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market purchases and sales of U.S. government securities, adjustments to the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.
Lending Risks
We are exposed to the risk that our customers will be unable to repay their loans according to their terms and that any collateral securing the payment of their loans will not be sufficient to ensure full repayment. Credit losses are inherent in the lending business and could have a material adverse effect on our operating results and ability to meet our obligations. We evaluate the collectability of our loan portfolio and we maintain an allowance for credit losses on such loans that represents management’s best estimate of current expected losses in our loan portfolio considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the loan portfolio. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. As a result, the determination of the appropriate level of allowance for credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates related to current and expected future credit risks and trends, all of which may undergo material changes. Continuing deterioration in economic conditions, including the possibility of a recession, affecting borrowers; inflation; rising interest rates; new information regarding existing loans, credit commitments; the lingering effects of the COVID-19 pandemic or other global pandemics; natural disasters and risks related to climate change; and identification of additional problem loans, and other factors, both within and outside of our control, may require an increase in the allowance for credit losses on loans. In addition, bank regulatory agencies periodically review our allowance for credit losses and may require an increase in credit loss expense or the recognition of further loan charge-offs, based on judgments different than those of management. Furthermore, if any charge-offs related to loans in future periods exceed our allowance for credit losses on loans, we will need to recognize additional credit loss expense to increase the applicable allowance. Any increase in the allowance for credit losses on loans will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on our business, financial condition and results of operations.
Commercial and industrial lending and commercial real estate lending usually involves higher credit risks than that of single-family residential lending. At December 31, 2024, approximately 69.6% of our loan portfolio consisted of commercial and industrial and commercial real estate loans. These types of loans generally involve larger loan balances to a single borrower or groups of related borrowers.
As of December 31, 2024, our commercial real estate loans were equal to 169.5% of our total risk-based capital. The banking regulators give commercial real estate lending greater scrutiny, and may require banks with higher levels of commercial real estate loans to implement enhanced underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of commercial real estate lending growth and exposures.
A significant portion of our loans are secured by real estate. As of December 31, 2024, approximately 49.5% of our loan portfolio had real estate as primary collateral (owner occupied, non-owner occupied, non-residential construction, multifamily, and residential). Additionally, certain loans may have real estate as a secondary component of collateral. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. Deterioration in the real estate market could cause us to adjust our opinion of the level of credit quality in our loan portfolio. Such a determination may lead to an additional increase in our provisions for credit losses, which could also adversely affect our business, financial condition, and results of operations.
At December 31, 2024, we had a total of approximately $74.2 million of nonperforming assets or approximately 0.92% of total assets. Our nonperforming assets adversely affect our net income in various ways. We do not record interest income on nonaccrual loans or other real estate owned, thereby adversely affecting our net income and returns on assets and equity, increasing our loan administration costs and adversely affecting our efficiency ratio. When we take collateral in foreclosures and similar proceedings, we are required to mark the related asset to the then fair market value of the collateral, which may ultimately result in a loss. An increase in the level of nonperforming assets increases our risk profile and may impact the capital levels regulators believe are appropriate in light of the ensuing risk profile. In addition, the resolution of nonperforming assets requires significant commitments of time from management, which may materially and adversely impact their ability to perform their other responsibilities. If we experience increases in nonperforming loans and nonperforming assets, our net interest income may be negatively impacted and our loan administration costs could increase, each of which could have an adverse effect on our net income and related ratios, such as return on assets and equity.
Interest Rate Risks
Changes in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates that adversely affects the ability of borrowers to pay the principal or interest on loans may lead to increases in nonperforming assets, charge-offs and delinquencies, further increases to the allowance for credit losses, and a reduction of income recognized, among others, which could have a material adverse effect on our results of operations and cash flows. Further, when we place a loan on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. At the same time, we continue to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding expense. Thus, an increase in the amount of nonperforming assets could have a material adverse impact on our net interest income. Changes in market values of investment securities classified as available for sale are also impacted by interest rates and can negatively impact our other comprehensive income and equity levels through accumulated other comprehensive income, which includes net unrealized gains and losses on those securities. Further, such losses could be realized into earnings should liquidity and/or business strategy necessitate the sales of securities in a loss position. We actively monitor and manage the balances of our maturing and re-pricing assets and liabilities to reduce the adverse impact of changes in interest rates, but there can be no assurance that we will be able to avoid material adverse effects on our net interest margin in all market conditions.
We have traditionally obtained funds through local deposits and thus we have a base of lower cost transaction deposits. Generally, we believe local deposits are a cheaper and more stable source of funds than other borrowings because interest rates paid for local deposits are typically lower than interest rates charged for borrowings from the Federal Reserve or from other institutional lenders and reflect a mix of transaction and time deposits.lenders. Further, economic conditions and rising interest rates could result in a decrease of our transaction deposit account balances as customers seek to obtain maximum federal deposit insurance coverage or to seek higher interest rates. Additionally, our costs of funds and our profitability and liquidity are likely to be adversely affected if, and to the extent, we have to rely upon higher cost borrowings from the Federal Reserve or other institutional lenders, such as the Federal Home Loan Bank, or upon brokers to fund liquidity needs, and changes in our deposit mix, pricing, and growth could adversely affect our profitability and the ability to expand our loan portfolio. Further, as a result of bank closures or other factors, regulators could increase the cost of our FDIC insurance assessments and affect our profitability.
Rapidly rising interest rates will impact the value of our investment securities and the cost of our funding sources, including deposits.
Our profitability is highly dependent on our net interest income, which is the difference between the interest income paid to us on our loans and investments and the interest we pay to third parties such as our depositors, lenders and debt holders. Changes in interest rates can impact our profits and the fair values of certain of our assets and liabilities. Higher market interest rates and increased competition for deposits may result in higher interest expense, as we may offer higher rates to attract or retain customer deposits. Increases in interest rates also may increase the amount of interest expense we pay to creditors on short and long-term debt. Interest rate risk can also result from mismatches between the dollar amounts of re-pricing or maturing assets and liabilities and from mismatches in the timing and rates at which our assets and liabilities re-price. Changes in market values of investment securities classified as available for sale are impacted by interest rates and can negatively impact our other comprehensive income and equity levels through accumulated other comprehensive income, which includes net unrealized gains and losses on those securities. Further, such losses could be realized into earnings should liquidity and/or business strategy necessitate the sales of securities in a loss position. We actively monitor and manage the balances of our maturing and re-pricing assets and liabilities to reduce the adverse impact of changes in interest rates, but there can be no assurance that we will be able to avoid material adverse effects on our net interest margin in all market conditions.
Mortgage Banking Risks
Management's Discussion & Analysis (MD&A)
New heading “Pending merger with First Foundation Inc.”
Largest changes
Income before income taxessee in full comparisondecreasedincreased$48.9$18.3 million to $116.6 million in 2025, from $98.3 million in2024, from $147.2 million in 2023.2024. The period over perioddecreaseincrease was primarily driven byaandecreaseincrease in net interest income, an increase in noninterestexpenses,income, andincreasea decrease in provision for credit losses, partially offset by an increase in noninterestincome.expense. Net interest incomedecreasedincreased$9.3$13.8 million to $297.0 million in 2025 compared to $283.2 million in2024 compared to $292.6 million in 2023.2024. Thedecreaseincrease in net interest income was a result ofhigherlower interest expense primarily due tocontinuedaintensedecreasecompetitionin balances and rates fordepositscertificates of deposit amidst theelevateddeclining interest rateenvironmentenvironment,andpartially offset by an increase incertificatespromotionalofrate money market deposit balances. Noninterest income increased $3.9 million to $52.3 million in 2025 compared to $48.4 million in 2024 primarily due to an increase in treasury management service fees and loan syndication and swap fees. Provision for credit losses decreased $1.7 million to $26.7 million in 2025 compared to $28.4 million in 2024. Noninterest expense increased$29.3$1.1 million to $206.0 million in 2025, compared to $204.9 million in2024, compared to $175.7 million in 2023.2024. The increase in noninterest expense was primarily the result of an increase in salary and employee benefits of$15.5$10.1 million primarily due to an increase in headcount of C&I bankers and support personnel, higher levels of variable compensation, and an increaseofin$8.6medical insurance costs. Merger related expenses decreased $8.1 million to $0.5 million interminated merger related expenses in 2024. Provision for credit losses increased $12.6 million to $28.4 million in 20242025 compared to$15.8$8.6 millionin 2023. The increase in the provision for credit losses was primarily due to a $13.6 million provision for credit loss on a specific customer in our commercial and industrial (C&I) loan portfolioin 2024. Identifiable assets for our Banking segmentdecreasedincreased by$0.1$0.4 billion to $7.2 billion at December 31, 2025 from $6.8 billion at December 31,2024 from $6.9 billion at December 31, 2023.2024.
Net charge-offs insee in full comparison20242025 were $28.3 million, or a ratio of net charge-offs to average loans of 0.43%, compared to net charge-offs of $20.4 million, or a ratio of net charge-offs to average loans of 0.32%,compared to net charge-offs of $7.8 million, or a ratio of net charge-offs to average loans of 0.13%,in2023.2024.The increase in netNet charge-offs in20242025iswere elevated primarily due toawrite-downs$16.7ofmillion net charge-off on a specifictwo customer relationships in our C&I loan portfolio.
“•24.3% noninterest income to total revenue (defined as net interest income plus noninterest income) Net income totaled $97.9 million, or $3.47 per diluted share, in 2025, compared to $75.6 million, or $2.69 per diluted share, in 2024. Adjusted net income, a non-GAAP financial measure, was $100.5 million, or $3.56 per diluted share, in 2025 compared to $87.7 million, or $3.13 per adjusted diluted share, in 2024.”see in full comparison
The provision for credit losses totaledsee in full comparison$27.6$24.6 million in2024, an increase of $9.3 million compared to 2023,2025, primarily due to a$13.6combinationmillionofprovisiondeteriorationforofcredit loss on a specifictwo customer relationships in our commercial and industrial (C&I) portfolio, impacts from net portfolio downgrades, and impacts from growth in loan portfolioin 2024.balances.
Total average loans, including loans held-for-sale, grew tosee in full comparison$6.4$6.6 billion in2024,2025, an increase of $0.2 billion, or3.8%,3.5%, compared to2023, primarily2024, due to organic growth in our loan portfolios. Yield on loansincreaseddecreased3417 basis points in2024,2025, compared to2023,2024, primarily due tohighertheyieldsdeclining interest rate environment and its impact onnewvariableoriginationsrateasloans in our loan portfolio. Average interest-bearing cash and other assets, grew to $0.6 billion in 2025, an increase of $0.2 billion. Yield on interest-bearing cash and other assets decreased 88 basis points in 2025, compared toamortizing2024,andprimarilymaturingduebalances.to the declining interest rate environment.
Full comparison: every changed paragraph (53)
In this section, unless the context suggests otherwise, references to “we,” “us,” and “our” mean the combined business of FirstSun and its wholly-owned subsidiaries, Sunflower Bank, LogiaSunflower PortfolioWealth Management,Advisors, LLC, and FEIF Capital Partners, LLC.
FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, National Association, which is headquartered in Dallas, Texas and operates as Sunflower Bank, First National 1870 and Guardian Mortgage, which we are in the process of rebranding as Sunflower Bank Mortgage Lending. We conduct a full-service community banking and trust business through our wholly-owned subsidiaries—Sunflower Bank, LogiaSunflower PortfolioWealth Management,Advisors, LLC,LLC and FEIF Capital Partners, LLC.
Pending merger with First Foundation Inc.
On October 27, 2025, we entered into a merger agreement with First Foundation, the holding company of First Foundation Bank, headquartered in Irvine, California, as amended by amendment no. 1 to the merger agreement dated February 6, 2026. Under the merger agreement, First Foundation will merge with and into FirstSun, with FirstSun continuing as the surviving entity. Immediately following the merger, First Foundation Bank will merge with and into Sunflower Bank, with Sunflower Bank continuing as the surviving bank. The consummation of the proposed merger will expand our markets in California and Texas, as well as add new markets in Florida, Nevada and Hawaii.
The merger agreement, as amended, was unanimously approved by the boards of directors of FirstSun and First Foundation, and is subject to customary closing conditions, including receipt of remaining required regulatory approvals. The stockholders of FirstSun and First Foundation approved the merger agreement and transactions contemplated thereby at special stockholders’ meetings held on February 27, 2026. The merger is expected to close early in the second quarter of 2026.
We delivered strong financial results in 2025, compared to 2024, which included:
•Net income of $75.6$97.9 million, $2.69$3.47 per diluted share (adjusted,adjusted $87.7net million,income $3.13of $100.5 million1, $3.56 adjusted per diluted share, see the “Non-GAAP Financial Measures and Reconciliations” belowshare1)
•Return on average total assets of 0.96% (adjusted, 1.12%, see the “Non-GAAP Financial Measures and Reconciliations” below)
•Return on average stockholders’total equityassets of 7.56%1.18% (adjusted,adjusted 8.77%,return seeon theaverage “Non-GAAPtotal Financialassets Measuresof and Reconciliations” below1.21%1)
•Return on average stockholders’ equity of 8.88% (adjusted return on average stockholders’ equity of 9.11%1)
•Average deposit growth of 5.8%
•Average deposit growth of 6.6%
•24.3% noninterest income to total revenue (defined as net interest income plus noninterest income) Net income totaled $97.9 million, or $3.47 per diluted share, in 2025, compared to $75.6 million, or $2.69 per diluted share, in 2024. Adjusted net income, a non-GAAP financial measure, was $100.5 million, or $3.56 per diluted share, in 2025 compared to $87.7 million, or $3.13 per adjusted diluted share, in 2024.
•23.2% fee revenue to total revenue1
Net income totaled $75.6 million, or $2.69 per diluted share, in 2024, compared to $103.5 million, or $4.08 per diluted share, in 2023. Adjusted net income, a non-GAAP financial measure, was $87.7 million, or $3.13 per diluted share, in 2024. The return on average total assets was 1.18% in 2025, compared to 0.96% in 2024, compared to 1.38% in 2023, and the return on average stockholders’ equity was 7.56%8.88% in 2024,2025, compared to 12.50%7.56% in 2023.2024. Adjusted return on average total assets and adjusted return on average stockholders’ equity, each a non-GAAP financial measure, were 1.21% and 9.11% respectively in 2025 compared to 1.12% and 8.77% respectively in 2024.
The following tabletables setsset forth certain financial highlights of FirstSun as of and for the years ended December 31,:
The non-GAAP financial measures presented below are used by our management and our board of directors on a regular basis in addition to our GAAP results to facilitate the assessment of our financial performance.performance and the efficiency of our operations. Management believes these non-GAAP financial measures provide a greater understanding of our ongoing operations, enhance an investor’s understanding of our financial results by providing a meaningful basis for period-to-period comparisons, assisting in operating results analysis, and predicting future performance. This information supplements our GAAP reported results, and should not be viewed in isolation from, or as a substitute for, our GAAP results. Accordingly, this financial information should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2024,2025, included elsewhere in this report. Non-GAAP financial measures exclude certain items that are included in the financial results presented in accordance with GAAP. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. These non-GAAP measures are not necessarily comparable to similar measures that may be represented by other companies.
Income before income taxes decreasedincreased $48.9$18.3 million to $116.6 million in 2025, from $98.3 million in 2024, from $147.2 million in 2023.2024. The period over period decreaseincrease was primarily driven by aan decreaseincrease in net interest income, an increase in noninterest expenses,income, and increasea decrease in provision for credit losses, partially offset by an increase in noninterest income.expense. Net interest income decreasedincreased $9.3$13.8 million to $297.0 million in 2025 compared to $283.2 million in 2024 compared to $292.6 million in 2023.2024. The decreaseincrease in net interest income was a result of higherlower interest expense primarily due to continueda intensedecrease competitionin balances and rates for depositscertificates of deposit amidst the elevateddeclining interest rate environmentenvironment, andpartially offset by an increase in certificatespromotional ofrate money market deposit balances. Noninterest income increased $3.9 million to $52.3 million in 2025 compared to $48.4 million in 2024 primarily due to an increase in treasury management service fees and loan syndication and swap fees. Provision for credit losses decreased $1.7 million to $26.7 million in 2025 compared to $28.4 million in 2024. Noninterest expense increased $29.3$1.1 million to $206.0 million in 2025, compared to $204.9 million in 2024, compared to $175.7 million in 2023.2024. The increase in noninterest expense was primarily the result of an increase in salary and employee benefits of $15.5$10.1 million primarily due to an increase in headcount of C&I bankers and support personnel, higher levels of variable compensation, and an increase ofin $8.6medical insurance costs. Merger related expenses decreased $8.1 million to $0.5 million in terminated merger related expenses in 2024. Provision for credit losses increased $12.6 million to $28.4 million in 20242025 compared to $15.8$8.6 million in 2023. The increase in the provision for credit losses was primarily due to a $13.6 million provision for credit loss on a specific customer in our commercial and industrial (C&I) loan portfolio in 2024. Identifiable assets for our Banking segment decreasedincreased by $0.1$0.4 billion to $7.2 billion at December 31, 2025 from $6.8 billion at December 31, 2024 from $6.9 billion at December 31, 2023.2024.
Income before income taxes increased $8.0 million to $17.6 million in 2025, from $9.7 million in 2024,2024. The period over period increase was primarily driven by an increase in net interest income, an increase in mortgage banking service revenues, and a decrease in provision for (benefit from) credit losses, partially offset by an increase in noninterest expense. Net interest income increased $6.3 million to $24.9 million in 2025 compared to a loss of $6.5$18.6 million in 2023,2024. primarily due to a $12.7 millionThe increase in net interest income andwas a $8.4result million increase in mortgage banking services revenue, net, partially offset by a $6.3 million increase in salary and employee benefits. Net interest income increased primarily due toof a higher average balance and higher average yield on residential real estate loans and the impact of internal funds transfer pricing. Mortgage banking servicesservice revenue, netrevenues increased $8.2 million to $49.6 million in 2025 compared to $41.4 million in 2024, primarily due to an increase in gain on sales driven by higher netorigination sale gainsvolume and fees from mortgage loan originations and to a lesser extent, an increase in mortgage servicing income,revenue anddriven MSRby capitalizationhigher andservicing changesportfolio in fair value, net of derivative activity.balances. Total mortgage loan originations for sale were $1.1$1.4 billion in 2024,2025, an increase of $0.3 billion from $0.8$1.1 billion in 2023.2024. The unpaid principal balance of mortgage loans serviced for others were $5.8$6.3 billion in 2024,2025, an increase of $0.4$0.5 billion from $5.4$5.8 billion in 2023.2024. SalaryProvision for (benefit from) credit losses decreased $1.3 million to $(2.1) million in 2025 compared to $(0.9) million in 2024. The increase in noninterest expense was primarily the result of an increase in salary and employee benefits increasedof $6.2 million to $37.8 million in 2025, from $31.6 million in 2024 primarily due to higher levels of variable compensation associated with an increase in mortgage loan originations. Identifiable assets for our Mortgage Operations segment increased by $0.1 billion to $1.2 billion at December 31, 2025 from $1.1 billion at December 31, 2024.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Our accounting and reporting estimates are in accordance with U.S. generally accepted accounting principles, or “U.S. GAAP,” and conform to general practices within the banking industry. EstimatesChanges thatin areunderlying susceptiblefactors, toestimates, significantassumptions changes include accounting for the allowance for credit losses and fair value measurements, both of which require significantor judgments by management. Actual results could result in material changes toin our consolidated financial conditionposition and/or consolidated results of operations.
Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of the allowance for credit losses (“ACL”) and fair value measurementsmeasurement of MSRs to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates. Therefore, we consider these policies to be critical accounting estimates and discuss them directly with the Audit Committee of our boardBoard of directors.Directors.
These critical accounting estimates and their application are reviewed at least annually by our audit committee. The following is a description of our critical accounting estimates and an explanation of the methods and assumptions underlying their application.
The macroeconomic scenarios utilized by management include variables that have historically been key drivers of increases and decreases in credit losses. These variables include, but are not limited to, unemployment rates, housing and commercial real estate prices, gross domestic product levels, corporate bond spreads and changes in equity market prices. Management derives the economic forecasts it uses in its ACL model from Moody’s Analytics. The latter has a large team of economics,economists, database managers and operational engineers with a history of producing monthly economic forecasts for over 25 years.
Further, management periodically considers the need for qualitative adjustments to the ACL. Qualitative adjustments may be related to and include, but not limited to, factors such as the following: (i) management’s assessment of economic forecasts used in the model and how those forecasts align with management’s overall evaluation of current and expected economic conditions; (ii) organization specific risks such as credit concentrations, collateral specific risks, nature, and size of the portfolio and external factors that may ultimately impact credit quality, and (iii) other limitations associated with factors such as changes in underwriting and loan resolution strategies, among others. The qualitative factors applied on December 31, 2024,2025, and the importance and levels of the qualitative factors applied, may change in future periods depending on the level of changes to items such as the uncertainty of economic conditions and management’s assessment of the level of credit risk within the loan portfolio as a result of such changes, compared to the amount of ACL calculated by the model. The evaluation of qualitative factors is inherently imprecise and requires significant management judgement.judgment.
Additionally, as an “emerging growth company” under Section 107 of the JOBS Act, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) (CECL) on January 1, 2023. As such, our allowance for credit losses for years prior to 2023 may not be comparable to other public financial institutions that adopted CECL in an earlier year.
The followfollowing table sets forth our results of operations as of and for the year ended December 31,:
Our results of operations depend significantly on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of interest income on loans and investment securities and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings. Our results of operations are also dependent on our generation of noninterest income, consisting primarily of income from mortgage banking services, deposit account service charges on deposit accounts,fees, trust and investment advisory fees and credit and debit card fees. Other factors contributing to our results of operations include our provisions for credit losses, income taxes, and noninterest expenses, such as salaries and employee benefits, occupancy and equipment, amortization of intangible assets and other operating costs.
Interest earned on our loan portfolio is the largest component of our interest income. Our loan portfolios are presented at the principal amount outstanding net of deferred origination fees and unamortized discounts and premiums. Interest income is recognized based on the principal balance outstanding and the stated rate of the loan. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield on the related loan. Non-PCD loans acquired are initially recorded at fair value and the resulting discount or premium areis recognized as an adjustment of the yield on the related loans.
Our net interest income can be significantly influenced by a variety of factors, including overall loan demand, economic conditions, credit risk, the amount of non-earning assets including nonperforming loans and OREO, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities, exercise of call options on borrowings or securities, a general rise or decline in interest rates, changes in the slope of the yield-curve,yield curve, and balance sheet growth or contraction.
Our net interest income was $296.9$317.4 million in 2024,2025, an increase of $3.5$20.5 million, or 1.2%,6.9%, compared to 2023.2024. Interest income on loans increased by $36.3$3.5 million in 2024,2025, compared to 2023.2024. Interest income on investment securities increaseddecreased by $1.4$1.0 million in 2024,2025, compared to 2023.2024. Interest income on cash and other assets increased $5.7 million in 2025, compared to 2024. Interest expense from total interest-bearing liabilities increaseddecreased by $42.4$12.3 million in 2024,2025, compared to 2023.2024.
Our net interest margin decreasedincreased 17four basis points to 4.06%4.10% in 2024,2025, compared to 2023.2024. ResultsThe increase in 2024,2025, compared to the prior year, werewas driven by ana increasedecrease of 6636 basis points in the cost of interest-bearing liabilities, partially offset by ana increasedecrease of 3224 basis points in yield on earning assets.
Total average loans, including loans held-for-sale, grew to $6.4$6.6 billion in 2024,2025, an increase of $0.2 billion, or 3.8%,3.5%, compared to 2023, primarily2024, due to organic growth in our loan portfolios. Yield on loans increaseddecreased 3417 basis points in 2024,2025, compared to 2023,2024, primarily due to higherthe yieldsdeclining interest rate environment and its impact on newvariable originationsrate asloans in our loan portfolio. Average interest-bearing cash and other assets, grew to $0.6 billion in 2025, an increase of $0.2 billion. Yield on interest-bearing cash and other assets decreased 88 basis points in 2025, compared to amortizing2024, andprimarily maturingdue balances.to the declining interest rate environment.
Average interest-bearing liabilities grew to $5.2$5.4 billion in 2024,2025, an increase of $0.3$0.2 billion, or 6.8%,4.3%, compared to 2023,2024, primarily to support the growth in our loan portfolio. Average interest-bearing deposits increased $0.5$0.4 billion, or 11.0%,7.2%, in 2024,2025, compared to 2023.2024. Total cost of deposits increaseddecreased by 7630 basis points to 3.03%2.73% in 2024,2025, compared to 2023,2024, primarily due to continueda intensedecrease competitionin balances and rates for depositscertificates of deposit amidst the elevateddeclining interest rate environmentenvironment, andpartially offset by an increase in certificatespromotional ofrate money market deposit balances. Average FHLB borrowings decreased $144.8$117.0 million in 2024,2025, compared to 2023.2024. The cost of FHLB borrowings increaseddecreased by 4387 basis points to 5.48%4.61% in 2024,2025, compared to 2023.2024.
The following tablestable setsets forth information related to our average balance sheet, average yields on assets, and average costs of liabilities for the periods presented. We derived these yields by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated.
The tablestable below presentpresents the effect of volume and rate changes on interest income and expense. Changes in volume are changes in the average balance multiplied by the previous period’s average rate. Changes in rate are changes in the average rate multiplied by the average balance from the current period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.
The provision for credit losses totaled $27.6$24.6 million in 2024, an increase of $9.3 million compared to 2023,2025, primarily due to a $13.6combination millionof provisiondeterioration forof credit loss on a specifictwo customer relationships in our commercial and industrial (C&I) portfolio, impacts from net portfolio downgrades, and impacts from growth in loan portfolio in 2024.balances.
Net charge-offs in 20242025 were $28.3 million, or a ratio of net charge-offs to average loans of 0.43%, compared to net charge-offs of $20.4 million, or a ratio of net charge-offs to average loans of 0.32%, compared to net charge-offs of $7.8 million, or a ratio of net charge-offs to average loans of 0.13%, in 2023.2024. The increase in netNet charge-offs in 20242025 iswere elevated primarily due to awrite-downs $16.7of million net charge-off on a specifictwo customer relationships in our C&I loan portfolio.
Noninterest income totaled $89.8$101.9 million in 2024,2025, an increase of $10.7$12.1 million from 2023,2024, primarily due to increases in mortgage banking services, treasury management service feesfees, and incomeother fromnoninterest mortgage banking services, net.income.
ServiceDeposit chargesaccount onservice depositfees accounts includesinclude overdraft and non-sufficient funds charges, and other maintenance fees on deposit accounts. ServiceDeposit chargesaccount onservice deposit accountsfees decreased $0.4$1.2 million for the year ended December 31, 20242025 compared to 2023,2024, primarily due to a decrease in insufficientoverdraft and non-sufficient funds and overdraft fees.charges.
Treasury management service fees include financial information management, accounts receivable management, accounts payable services, fraud mitigation services, and cash flow management. Treasury management service fees increased $3.1$2.6 million, primarily due to an overall increasegrowth in our business customer base as well as an increase in products and services provided to our existingbusiness customer base.customers.
The components of income from mortgage banking services, net, were as follows for the year ended December 31,:
Income from mortgageMortgage banking services increased $7.6$8.1 million in 2024,2025, compared to 2023.2024. We experienced an increase of $4.6$5.1 million in 2024,2025, compared to 2023,2024, in revenue related to net sale gains and fees from mortgage loan originations, including fair value changes in the held-for-sale portfolio and hedging activity.activity Totalprimarily loandue originations for sale were $1.1 billion in 2024,to an increase of $0.3 billion from $0.8 billion in 2023.gain on sales driven by higher origination volume. We retain servicing rights on the majority of mortgage loans that we sell, which drove the increase in servicing income of $1.3$1.7 million to $18.7 million in 2025, from $17.0 million in 2024,2024. from $15.7 million in 2023.Net MSR capitalization and changes in fair value, net of derivative activity, increased $1.8$1.3 million in 2024,2025, compared to 2023.2024. Revenue was higher in 2024,2025, compared to 20232024 due to an increase in net MSR capitalization of $3.0$2.3 million partially offset by a decrease in MSR fair value, net of derivative activity of $1.2$1 million. We recognize fair value adjustments to our MSR asset, which includes changes in assumptions to the valuation model and pay-offs and pay-downs of the MSR portfolio. See the impact of changes to our key MSR valuation assumptions in the table below.
We also maintain a hedging strategy to manage a portion of the risk associated with changes in the fair value of our MSR portfolio. Changes in fair value of the derivative instruments used to economically hedge the MSRs are also included as a component of income from mortgage banking services.
Other noninterest income increased $0.8$2.8 million for the year ended December 31, 20242025 compared to 2023,2024, primarily due to an increase in theloan cashsyndication surrenderfees valueand ofswap BOLI.fee income.
Noninterest expenses totaled $264.0$271.8 million in 2024,2025, an increase of $41.2$7.7 million from 2023,2024, primarily due to an increase in salariessalary and employee benefits ofdue $21.8to millionthe ashigher a result of increased head countheadcount of C&I bankers and support personnel, higher levels of variable compensation, including compensation associated with an increase in mortgage loan originations.originations, and higher medical insurance costs, partially offset by a decrease in merger related expenses of $10.4 million in 2025 compared to 2024.
Noninterest expense in 2024 included terminated merger related expenses of $13.2 million. Additional non-recurring expenses include $2.0 million of costs to dispose of a majority of our ATMs and amend our associated service contract as we move to participating in a national ATM network, and a $0.8 million write-off of the Guardian Mortgage trade name as we are in the process of rebranding our residential mortgage business as Sunflower Bank Mortgage Lending. Adjusted noninterest expense, a non-GAAP financial measure, totaled $248.0 million in 2024, an increase of $25.2 million from 2023.
We had income tax expense in 20242025 of $19.5$25.0 million, compared to $28.0$19.5 million in 2023.2024. The decreaseincrease in income tax expense was primarily due to our decreasedincreased income during 2024.2025. Our effective tax rate was 20.5%20.3% in 2024,2025, compared to 21.3%20.5% in 2023.2024. For additional information on our income taxes, see Note 15 - Income Taxes included in our audited consolidated financial statements included elsewhere in this report.
Our securities available-for-sale decreased by $47.7$0.1 million to $469.1$469.0 million at December 31, 2024,2025, compared to December 31, 2023.2024. The decrease was primarily due to amortization of the portfolio. Securities held-to-maturity decreased $1.7$1.4 million to $35.2$33.8 million at December 31, 2024,2025, compared to December 31, 2023,2024, due primarily to amortization of the portfolio.
The following table presents net charge-offs (recoveries) to average loans outstanding by loan category for the years ended December 31,:
As of December 31, 20242025 and December 31, 2023,2024, approximately $2.6 billion or 36.6% and $2.3 billion or 34.8% and $2.0 billion or 31.2%,34.8%, respectively, of our deposit portfolio was uninsured. As of December 31, 20242025 and December 31, 2023,2024, approximately $2.1 billion or 29.0% and $1.7 billion or 25.2% and $1.6 billion or 25.1%,25.2%, respectively, of our deposit portfolio was uninsured and uncollateralized. The uninsured and uninsured and uncollateralized amounts are estimates based on the methodologies and assumptions used for the Bank'sBank’s regulatory reporting requirements.
Federal banking laws regulate the amount of dividends that may be paid by banking subsidiaries without prior approval. The Bank may declare dividends without prior regulatory approval that do not exceed the total of retained net income for the current year combined with its retained net income for the preceding two years, subject to maintenance of minimum capital requirements. Prior regulatory approval to pay dividends was not required in 20232024 or 20242025 and is not currently required. At December 31, 2024,2025, the Bank could pay dividends to FirstSun of approximately $226.6$268.3 million without prior regulatory approval. During the year ended December 31, 2024,2025, the Bank didpaid notdividends paytotaling a$7.6 dividendmillion to FirstSun. During the year ended December 31, 2024,2025, LogiaSunflower Wealth Advisors, LLC paid dividends totaling $0.7$0.2 million to FirstSun.
The liability portion of our balance sheet serves as a primary source of liquidity. We plan to meet our future cash needs primarily through the generation of deposits. Customer deposits have historically provided a sizeable source of relatively stable and low-cost funds. At December 31, 2024,2025, loans as a percentage of customer deposits were 95.6%,93.9%, compared with 98.3%95.6% at December 31, 2023.2024. For additional information related to our deposits, see the “Deposits” section above. We are also a member of the FHLB and FRB, from which we can borrow for leverage or liquidity purposes. The FHLB and FRB requiresrequire that securities and qualifying loans be pledged to secure any advances. Liquidity sources available to us for immediate funding at December 31, 2024,2025, are as follows:
Stockholders’ equity at December 31, 20242025 was $1,041.4$1.2 million,billion, compared to $877.2$1.0 millionbillion at 2023,2024, an increase of $164.2$0.1 million,billion, or 18.7%.10.8%. The increase in stockholders’ equity relates primarily to net income for the year ended December 31, 2024 and issuance of FirstSun common stock in January 2024.2025. We did not pay a dividend to our common shareholders during the years ended December 31, 20242025 or 2023.2024.
What changed in the latest 10-Q
Risk Factors
During the quarter ended June 30, 2026, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A. “Risk Factors” in our 2025 Annual Report.
An investment in our securities involves risks. In addition to the other information set forth in this Quarterly Report, including the information addressed under “Cautionary Note Regarding Forward-Looking Statements,” investors in our securities should carefully consider the risk factors discussed in our 2025 Annual Report. These factors could materially and adversely affect our business, financial condition, liquidity, results of operations, and capital position and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report, in which case the trading price of our securities could decline.
Full comparison: every changed paragraph (1)
During the quarter ended MarchJune 31,30, 2026, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A. “Risk Factors” in our 2025 Annual Report.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
New heading “Completed Balance Sheet Repositioning Strategy”
New heading “Share Repurchase Program”
New heading “Acquisition Fair Value Measurements”
New heading “As of and for the six months ended June 30,:”
Largest changes
“The acquisition method of accounting requires assets and liabilities in business combinations to be recorded at their estimated fair values as of the date of acquisition. To estimate fair value, we apply various valuation methodologies to assets acquired and liabilities assumed that often involve significant judgment. Examples of such estimates include loans held-for-investment and core deposit intangible assets, both of which we developed using an income approach. …”see in full comparison
see in full comparisonIncomeBanking (Loss) income before income taxes decreased$4.8$41.3 million to$24.9$(10.5) million for thefirstsecond quarter of 2026, from$29.7$30.9 million for the same period in 2025. The period over period decrease was primarily due to an increase in provision for credit losses, an increase in salary and employee benefits, and an increase in merger related expenses, partially offset by an increase in net interest income. Provision for credit losses increased$4.0$37.2 million to$8.1$41.7 million for thefirstsecond quarter of 2026, compared to$4.1$4.5 million for the same period in 2025, primarilyduerelated to increased netportfoliocharge-offsdowngradesonandtwoimpactsC&Ifromloansgrowthwithinnoloanpreviousportfoliospecificbalances.reserves. Salary and employee benefits increased$3.6$15.1 million to$34.7$46.0 million for thefirstsecond quarter of 2026, from$31.1$30.9 million for the same period in 2025, primarily due to an increase in headcount associated with the acquisition ofcommercialFirstandFoundation.industrialMergerbankersrelatedand support personnel and higher medical insurance costs. Net interest incomeexpenses increased$5.9$40.6 million to$76.3$40.9 million for thefirstsecond quarter of 2026, compared to$70.3$0.3 million for the same period in 2025, related to the First Foundation acquisition. Net interest income increased $66.0 million to $137.2 million for the second quarter of 2026, compared to $71.2 million for the same period in 2025, primarily due toathedecreaseaddition of interest-earning assets and interest-bearing liabilities acquired in thecostFirstofFoundationinterest-bearingacquisitionliabilities.and related purchase accounting accretion. Identifiable assets for our Banking segment increased$0.3$7.2 billion to$7.2$14.2 billion atMarchJune31,30, 2026 from$6.9$7.0 billion atMarchJune31,30, 2025. The growth in identifiable assets was primarily driven byorganic growth inourloanacquisitionportfolio.of First Foundation.
“On June 30, 2026, our consolidated balance sheet included the impact of our acquisition of First Foundation, which closed on April 1, 2026, as discussed in Note 2 - Acquisition of First Foundation Inc. in Part I, Item 1 of this Quarterly Report. Under ASC 805, Business Combinations, we may adjust provisional fair values of assets acquired and liabilities assumed in a business combination for a measurement period of up to one year beyond the acquisition date as additional information about the facts and circumstances that existed as of the acquisition date becomes available. …”see in full comparison
“During the second quarter of 2026, we completed our previously announced balance sheet repositioning strategy, involving the sale or run-off of select First Foundation loans and securities and using proceeds from such sales and paydowns as well as other available cash and equivalents to reduce higher-cost acquired funding sources. Our balance sheet repositioning strategy was designed to strengthen our capital position, enhance our credit profile, improve our liquidity, and support a more diversified, relationship-focused business model. …”see in full comparison
Full comparison: every changed paragraph (122)
FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, National Association, which is headquartered in Dallas, Texas and operates as Sunflower Bank and First National 1870. We conduct a full-service community banking and trust business through our wholly-owned subsidiaries, which as of MarchJune 31,30, 2026, consisted of Sunflower Bank, Sunflower Wealth Advisors, LLC, and FEIF Capital Partners, LLC.LLC, and First Foundation Advisors, an SEC-registered investment adviser, which also operates as FirstSun Advisors and Sunflower Wealth Advisors. The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included in Item 1 of this Form 10-Q as well as our audited consolidated financial statements and footnotes for the year ended December 31, 2025 included in our 2025 Annual Report that we filed with the SEC on March 6, 2026. Historical results of operations and the percentage relationships among any amounts included, and any trends that may appear, may not indicate trends in operations or results of operations for any future periods.
Recent Developments
On April 1, 2026, we completed our merger with First Foundation, the holding company for First Foundation Bank, a California-chartered banking corporation. The consummation of the acquisition with First Foundation expanded our markets in Southern California and Texas and added new markets in Florida, Nevada and Hawaii. The acquisition also addedexpanded our wealth management capabilities through the acquisition of First Foundation Advisors, aan registeredSEC-registered investment adviser under the Investment Advisers Act,Act and a former wholly owned subsidiary of First Foundation.
First Foundation and its results of operations are included in our consolidated financial results since the date of acquisition. Therefore, our second quarter and first half of 2026 results reflect increased levels of average balances, net interest income, non-interest income and expenses compared to the second quarter and first half of 2025. After purchase accounting adjustments, the acquisition added $11.2 billion of total assets, including $6.0 billion of net loans, as well as $10.5 billion of total liabilities, primarily consisting of $8.8 billion in deposits. We recorded preliminary goodwill of $9.1 million and core deposit intangibles and other intangibles of $90.2 million related to the acquisition.
Merger related expenses were $57.6 million and $0.3 million, for the three months ended June 30, 2026 and 2025 and were $60.2 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively, and are recorded in “Merger related expenses” on the Company’s Consolidated Statements of Income and have been expensed as incurred. Merger related expenses were related to the First Foundation acquisition and such costs included employee severance, other employee related costs, professional fees, and facilities related costs.
Completed Balance Sheet Repositioning Strategy
During the second quarter of 2026, we completed our previously announced balance sheet repositioning strategy, involving the sale or run-off of select First Foundation loans and securities and using proceeds from such sales and paydowns as well as other available cash and equivalents to reduce higher-cost acquired funding sources. Our balance sheet repositioning strategy was designed to strengthen our capital position, enhance our credit profile, improve our liquidity, and support a more diversified, relationship-focused business model. Our balance sheet repositioning strategy resulted in the liquidation of assets, namely $1.2 billion in cash, $1.4 billion in securities, $1.3 billion in loans, the proceeds of which were used to reduce liabilities, namely $2.5 billion in deposits, and $1.4 billion in borrowings.
Share Repurchase Program
On July 24, 2026, our board of directors authorized a share repurchase program to purchase up to $150.0 million of our common stock in open market transactions or privately negotiated transactions, including pursuant to a Rule 10b5-1 trading plan and/or in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing, pricing, and amount of any repurchases under the repurchase program will be determined by our management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of our common stock, corporate considerations, our financial performance, alternative uses for capital, general market and economic conditions, legal and regulatory requirements, and other factors. The repurchase program is authorized through June 30, 2027, although it may be modified, discontinued, or suspended at any time without prior notice. The repurchase program does not obligate us to purchase any shares.
Because the merger closed after quarter end, the historical consolidated financial results of First Foundation are not included in our consolidated financial results for the quarter ended March 31, 2026.
First Quarter 2026 Highlights:
•Net interest margin of 4.25%
•Loan growth of 16.2%, annualized
•24.7% noninterest income to total revenue1
•Net income of $21.6 million, $0.76 per diluted share (adjusted, $23.7 million, $0.84 per diluted share, see “Non-GAAP Financial Measures and Reconciliations” below)
•Return on average total assets of 1.04% (adjusted, 1.14%, see “Non-GAAP Financial Measures and Reconciliations” below)
•Return on average stockholders’ equity of 7.47%Net (adjusted, 8.20%, see “Non-GAAP Financial Measures and Reconciliations” belowloss) Net income totaled $21.6$(22.9) million for the firstsecond quarter of 2026 compared to net income of $23.6$26.4 million for the firstsecond quarter of 2025. Earnings per diluted share were $0.76$(0.49) for the firstsecond quarter of 2026 compared to $0.83$0.93 for the firstsecond quarter of 2025. Adjusted net income, a non-GAAP financial measure, was $23.7$21.0 million or $0.84$0.45 per diluted share for the firstsecond quarter of 2026.2026 compared to $26.6 million or $0.94 per diluted share for the second quarter of 2025. See “Non-GAAP Financial Measures and Reconciliations” below.
Net (loss) income totaled $(1.3) million for the six months ended June 30, 2026 compared to net income of $50.0 million for the same period in 2025. Earnings per diluted share were $(0.03) for the six months ended June 30, 2026 compared to $1.77 for the same period in 2025. Adjusted net income, a non-GAAP financial measure, was $44.7 million or $1.20 per diluted share for the six months ended June 30, 2026 compared to $50.2 million or $1.78 per diluted share for the same period in 2025. See “Non-GAAP Financial Measures and Reconciliations” below.
1 Total revenue is net interest income plus noninterest income.
The non-GAAP financial measures presented below are used by our management and our Board of Directors on a regular basis in addition to our GAAP results to facilitate the assessment of our financial performance and the efficiency of our operations. Management believes these non-GAAP financial measures provide greater understanding of our ongoing operations, enhance an investor’s understanding of our financial results by providing a meaningful basis for period-to-period comparisons, assistingand assist in analyzing our operating results analysis,and comparing them across periods and predictingto futurethose performance.of other companies. This information supplements our GAAP reported results, and should not be viewed in isolation from, or as a substitute for, our GAAP results. Accordingly, this financial information should be read in conjunction with our consolidated financial statements and notes thereto for the three months ended March 31, 2026, included elsewhere in this report. Non-GAAP financial measures exclude certain items that are included in the financial results presented in accordance with GAAP. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. These non-GAAP measures are not necessarily comparable to similar measures that may be representedpresented by other companies.
Effective April 1, 2026, we revised our segment reporting structure to better reflect how the CODM evaluates the performance and allocates resources across the business following our acquisition of First Foundation. Historically, the Company had two primary operating segments: Banking and Mortgage Operations. Corporate represents costs not allocated to the operating segments, including those of FirstSun and our non-bank subsidiaries.
Beginning April 1, 2026, we added a third primary operating segment, Private Wealth Banking. This new segment reflects First Foundation Advisors, an SEC-registered investment adviser acquired as part of the First Foundation acquisition. As a result, we now have three primary operating segments: Banking, Private Wealth Banking and Mortgage Operations, and we will continue to report Corporate, which represents costs not allocated to the operating segments, including those of FirstSun and our non-bank subsidiaries. The results discussed below reflect the updated segment structure for all current-period activity. Prior-period segment information has been recast, where applicable, to conform to the current presentation. The change in reportable segments did not impact our consolidated financial statements for prior periods other than reclassifications to conform prior period segment information to the current presentation.
Banking
IncomeBanking (Loss) income before income taxes decreased $4.8$41.3 million to $24.9$(10.5) million for the firstsecond quarter of 2026, from $29.7$30.9 million for the same period in 2025. The period over period decrease was primarily due to an increase in provision for credit losses, an increase in salary and employee benefits, and an increase in merger related expenses, partially offset by an increase in net interest income. Provision for credit losses increased $4.0$37.2 million to $8.1$41.7 million for the firstsecond quarter of 2026, compared to $4.1$4.5 million for the same period in 2025, primarily duerelated to increased net portfoliocharge-offs downgradeson andtwo impactsC&I fromloans growthwith inno loanprevious portfoliospecific balances.reserves. Salary and employee benefits increased $3.6$15.1 million to $34.7$46.0 million for the firstsecond quarter of 2026, from $31.1$30.9 million for the same period in 2025, primarily due to an increase in headcount associated with the acquisition of commercialFirst andFoundation. industrialMerger bankersrelated and support personnel and higher medical insurance costs. Net interest incomeexpenses increased $5.9$40.6 million to $76.3$40.9 million for the firstsecond quarter of 2026, compared to $70.3$0.3 million for the same period in 2025, related to the First Foundation acquisition. Net interest income increased $66.0 million to $137.2 million for the second quarter of 2026, compared to $71.2 million for the same period in 2025, primarily due to athe decreaseaddition of interest-earning assets and interest-bearing liabilities acquired in the costFirst ofFoundation interest-bearingacquisition liabilities.and related purchase accounting accretion. Identifiable assets for our Banking segment increased $0.3$7.2 billion to $7.2$14.2 billion at MarchJune 31,30, 2026 from $6.9$7.0 billion at MarchJune 31,30, 2025. The growth in identifiable assets was primarily driven by organic growth in our loanacquisition portfolio.of First Foundation.
Income before income taxes decreased $45.7 million to $15.0 million for the six months ended June 30, 2026, from $60.7 million for the same period in 2025. The period over period decrease was primarily due to an increase in provision for credit losses, an increase in salary and employee benefits, and an increase in merger related expenses, partially offset by an increase in net interest income. Provision for credit losses increased $41.3 million to $49.8 million for the six months ended June 30, 2026, compared to $8.5 million for the same period in 2025, primarily related to increased net charge-offs on two C&I loans with no previous specific reserves. Salary and employee benefits increased $18.5 million to $78.6 million for the six months ended June 30, 2026, compared to $60.1 million for the same period in 2025, primarily due to an increase in headcount associated with the acquisition of First Foundation and due to an increase in headcount of commercial and industrial bankers and support personnel and higher medical insurance costs. Merger related expenses increased $42.9 million to $43.2 million for the six months ended June 30, 2026, compared to $0.3 million for the same period in 2025, related to the First Foundation acquisition. Net interest income increased $72.0 million to $211.4 million for the six months ended June 30, 2026 compared to $139.4 million for the same period in 2025, primarily due to the addition of interest-earning assets and interest-bearing liabilities acquired in the First Foundation acquisition and related purchase accounting accretion.
Private Wealth Banking
Loss before income taxes increased $1.6 million to a loss of $1.8 million for the second quarter of 2026, compared to a loss of $0.2 million for the same period in 2025. The period over period increase in loss was primarily due to an increase in noninterest expense, partially offset by an increase in trust and investment advisory revenues. Noninterest expense increased $9.4 million to $13.3 million for the second quarter of 2026, from $4.0 million for the same period in 2025.
Salary and benefits, a component of noninterest expense, increased $6.1 million to $8.2 million for the second quarter of 2026, from $2.1 million for the same period in 2025, primarily due to an increase in headcount associated with the acquisition of First Foundation. Trust and investment advisory revenues increased $8.0 million to $9.5 million for the second quarter of 2026, compared to $1.5 million for the same period in 2025, primarily due to the addition of First Foundation Advisors following the acquisition of First Foundation. Identifiable assets for our Private Wealth Banking segment increased $17.5 million to $111.1 million at June 30, 2026 from $93.6 million at June 30, 2025. The growth in identifiable assets was primarily driven by the acquisition of First Foundation.
Loss before income taxes increased $2.0 million to a loss of $2.3 million for the six months ended June 30, 2026, compared to a loss of $0.3 million for the same period in 2025. The period over period increase in loss was primarily due to an increase in noninterest expense, partially offset by an increase in trust and investment advisory revenues. Noninterest expense increased $9.7 million to $17.5 million for the six months ended June 30, 2026, from $7.8 million for the same period in 2025. Salary and benefits, a component of noninterest expense, increased $6.2 million to $10.2 million for the six months ended June 30, 2026, from $4.0 million for the same period in 2025, primarily due to an increase in headcount associated with the acquisition of First Foundation. Trust and investment advisory revenues increased $8.1 million to $11.0 million for the six months ended June 30, 2026, compared to $2.9 million for the same period in 2025, primarily due to the addition of First Foundation Advisors following the acquisition of First Foundation.
Income before income taxes increased $1.4$1.0 million to $3.8$5.5 million for the firstsecond quarter of 2026, compared to $2.3$4.6 million for the same period in 2025. The period over period increase was primarily due to an increase in revenue from mortgage banking services and increase in net interest income, partially offset by an increase in salary and employee benefits. Revenue from mortgage banking services increased $5.3$2.7 million to $15.0$16.6 million for the firstsecond quarter of 2026, compared to $9.7$13.9 million for the same period in 2025, primarily due to an increase in loan originations sold and higher net MSR capitalization. Net interest income increased $1.7$1.0 million to $7.0$7.2 million for the firstsecond quarter of 2026, compared to $5.3$6.2 million for the same period in 2025, primarily due to ahigher decreaseaverage inbalance theand costhigher ofaverage interest-bearingyield liabilities.on residential real estate loans. Salary and employee benefits increased $3.9$2.6 million to $11.7$12.9 million for the firstsecond quarter of 2026, compared to $7.9$10.3 million for the same period in 2025, primarily due to higher levels of variable compensation associated with an increase in mortgage loan originations. Identifiable assets for our Mortgage Operations segment increased $0.1 billion to $1.3 billion at MarchJune 31,30, 2026 from $1.2 billion at MarchJune 31,30, 2025. The growth in identifiable assets was primarily driven by organic growth in our residential mortgage portfolio.
Income before income taxes increased $2.4 million to $9.3 million for the six months ended June 30, 2026, compared to $6.9 million for the same period in 2025. The period over period increase was primarily due to an increase in revenue from mortgage banking services and increase in net interest income, partially offset by an increase in salary and employee benefits. Revenue from mortgage banking services increased $8.0 million to $31.6 million for the six months ended June 30, 2026, compared to $23.6 million for the same period in 2025, primarily due to an increase in loan originations sold and higher net MSR capitalization. Net interest income increased $2.7 million to $14.2 million for the six months ended June 30, 2026, compared to $11.5 million for the same period in 2025, primarily due to higher average balance and higher average yield on residential real estate loans. Salary and employee benefits increased $6.5 million to $24.6 million for the six months ended June 30, 2026, compared to $18.1 million for the same period in 2025, primarily due to higher levels of variable compensation associated with an increase in mortgage loan originations.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Our accounting and reporting estimates are in accordance with U.S. generally accepted accounting principles, or “ GAAP,” and conform to general practices within the banking industry. Changes in underlying factors, estimates, assumptions or judgementsjudgments could result in material changes in our consolidated financial position and/or results of operations.
Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. WeAs a result of our acquisition of First Foundation, which closed on April 1, 2026, we have updated our critical accounting estimates to include acquisition fair value measurements. Accordingly, we have identified the determination of the allowance for credit losses andlosses, fair value measurements of MSRsMSRs, and acquisition fair value measurements to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates. Therefore, we consider the estimates underlying these policies to be critical accounting estimates and we discuss them directly with the Audit Committee of our Board of Directors.
We provide additional information about our critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our 2025 Annual Report.Report Thereother than with respect to acquisition fair value measurements, which we discuss below. Other than as noted above and discussed below, there have been no material changes to our critical accounting policies or the estimates made pursuant to those policies during the most recent quarter from those disclosed in our 2025 Annual Report.
Acquisition Fair Value Measurements
The acquisition method of accounting requires assets and liabilities in business combinations to be recorded at their estimated fair values as of the date of acquisition. To estimate fair value, we apply various valuation methodologies to assets acquired and liabilities assumed that often involve significant judgment. Examples of such estimates include loans held-for-investment and core deposit intangible assets, both of which we developed using an income approach. To value loans held-for-investment, management incorporated assumptions such as principal and interest cash flows, principal default and loss rates, prepayment rates, and discount rates utilizing company-specific and market data. The methodology used to value CDI assets considered the cost savings generated from the deposits relative to an alternative source of funds. Management incorporated assumptions in the CDI valuation such as customer attrition, discount rates, alternative cost of funding, and net maintenance costs. These fair value estimates are preliminary and subject to adjustment during the measurement period, which will not exceed one year from the acquisition date, as management obtains additional information about facts and circumstances that existed as of the acquisition date. Changes in these assumptions could result in materially different fair value measurements that may impact our financial condition, results of operations, or disclosures. Discussion of the assumptions and estimates used by us to assess and determine fair values associated with business combinations can be found in Note 2 - Acquisition of First Foundation Inc. of the Notes to Unaudited Consolidated Financial Statements.
Interest earned on our loan portfolio is the largest component of our interest income. Our loan portfolios are presented at the principal amount outstanding net of deferred origination fees and unamortized discounts and premiums. Interest income is recognized based on the principal balance outstanding and the stated rate of the loan. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield on the related loan. Our interest income also includes the accretion of discounts and amortization of premiums on loans we acquired in business combinations, which affects our net interest income and net interest margin. In each business combination, acquired loans are initially recorded at fair value. For loans acquired before our adoption of ASU 2025-08, non-PCD loans were recorded at fair value, with any resulting discount or premium accreted into interest income over the life of the related loan, while PCD loans were recorded at fair value plus an initial allowance for credit losses (the “gross-up approach”), with the resulting non-credit discount or premium similarly accreted into interest income. For loans acquired after our adoption of ASU 2025-08 on April 1, 2026 in connection with our acquisition of First Foundation, loans are evaluated as PCD loans, purchased seasoned loans (“PSLs”), or other acquired loans. PCD loans and PSLs are accounted for using the gross-up approach, under which the initial allowance for credit losses is added to the purchase price to establish the loan’s initial amortized cost basis. Other acquired loans are recorded at fair value and an initial allowance for credit losses is recognized through provision for credit losses. Any non-credit discount or premium is accreted or amortized into interest income over the remaining life of the loan.
Interest earned on our loan portfolio is the largest component of our interest income. Our loan portfolios are presented at the principal amount outstanding net of deferred origination fees and unamortized discounts and premiums. Interest income is recognized based on the principal balance outstanding and the stated rate of the loan. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield on the related loan. Non-PCD loans acquired are initially recorded at fair value and the resulting discount or premium are recognized as an adjustment of the yield on the related loans.
Our net interest income can also be significantly influenced by a variety of factors, including overall loan demand, economic conditions, credit risk, the amount of non-earning assets including nonperforming loans and OREO, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities, exercise of call options on borrowings or securities, a general rise or decline in interest rates, changes in the slope of the yield-curve, and balance sheet growth or contraction.
Our net interest income was $82.8$143.2 million for the firstsecond quarter of 2026, an increase of $8.3$64.7 million, or 11.1%,82.4%, compared to the same period in 2025. Interest income on loans increased by $6.9$88.9 million for the firstsecond quarter of 2026, compared to the same period in 2025. Interest income on investment securities decreasedincreased by $0.3$20.6 million for the firstsecond quarter of 2026, compared to the same period in 2025. Interest income on interest-bearing cash and other assets decreasedincreased by $0.9$3.5 million for the firstsecond quarter of 2026, compared to the same period in 2025. Interest expense from total interest-bearing liabilities decreasedincreased by $2.6$48.4 million for the firstsecond quarter of 2026, compared to the same period in 2025. Included in net interest income was net accretion income of purchase accounting discounts of $27.2 million for the second quarter of 2026, compared to $0.4 million for the same period in 2025.
Our net interest margin was 4.25%3.58% for the firstsecond quarter of 2026, compared to 4.07% for the same period in 2025, ana increasedecrease of 1849 basis points. We experienced a seven32 basis point decrease in yield from earning assets, while our total cost of interest-bearing liabilities decreasedincreased by 31two basis points for the firstsecond quarter of 2026 as compared to the same period in 2025. Total earning assets increased $0.5$8.3 billion while total interest-bearing liabilities increased $0.2$6.8 billion, for the firstsecond quarter of 2026 as compared to the same period in 2025. The effect on net interest margin of net accretion income of purchase accounting discounts was an increase of 68 basis points for the second quarter of 2026, compared to two basis points for the same period in 2025.
Total average loans grew to $6.9$12.7 billion atfor Marchthe 31,second quarter of 2026, an increase of $0.4$6.1 billion or 6.8%,91.7%, compared to Marchthe 31,same period in 2025, due primarily to loans acquired from First Foundation, as well as organic growth in our loan portfolio. Yield on loans remaineddecreased unchanged27 basis points for the firstsecond quarter of 2026, compared to the same period in 20252025, asreflecting the impact of the declining interest rate environment and its impact on variable rate loans in the portfolio wasand offseta bychange severalin factorsportfolio includingmix higherresulting loanfrom yieldsthe onaddition newof originationslower-yielding asprimarily public finance and multifamily loans acquired from First Foundation. Average investment securities grew to $2.1 billion for the second quarter of 2026, an increase of $1.6 billion or 310.2%, compared to amortizingthe andsame maturingperiod amounts.in Interest-bearing2025, due primarily to investment securities acquired from First Foundation. Yield on investment securities increased 132 basis points for the second quarter of 2026, compared to the same period in 2025, due primarily to investment securities acquired from First Foundation. Average interest-bearing cash and other assets increasedgrew $42.5to million,$1.2 or 8.5%,billion for the firstsecond quarter of 2026, an increase of $647.6 million or 108.5%, compared to the same period in 2025. Yield on interest-bearing cash and other assets decreased 101108 basis points for the firstsecond quarter of 2026, compared to the same period in 2025, primarily due to the declining interest rate environment.
Average interest-bearing deposits grew to $11.9 billion for the second quarter of 2026, an increase of $6.5 billion or 121.2%, compared to the same period in 2025, due primarily to deposits assumed from First Foundation and organic growth. Cost of interest-bearing deposits decreased one basis point for the second quarter of 2026, compared to the same period in 2025. Average certificates of deposit increased from approximately $1.5 billion for the second quarter of 2025 to approximately $2.8 billion for the second quarter of 2026, due primarily to certificates of deposit assumed from First Foundation. Average FHLB borrowings increased from $2.3 million to $149.4 million for the second quarter of 2026, compared to the same period in 2025, due primarily to the acquisition of First Foundation. Cost of FHLB borrowings decreased 75 basis points for the second quarter of 2026, compared to the same period in 2025. Average other long-term borrowings increased $128.6 million, or 169.2%, for the second quarter of 2026, compared to the same period in 2025. Cost of other long-term borrowings increased 27 basis points for the second quarter of 2026, compared to the same period in 2025.
Our net interest income was $226.0 million for the six months ended June 30, 2026, an increase of $73.0 million, or 47.7%, compared to the same period in 2025. Interest income on loans increased by $95.8 million for the six months ended June 30, 2026, compared to the same period in 2025. Interest income on investment securities increased by $20.3 million for the six months ended June 30, 2026, compared to the same period in 2025. Interest income on interest-bearing cash and other assets increased by $2.6 million for the six months ended June 30, 2026, compared to the same period in 2025. Interest expense from total interest-bearing liabilities increased by $45.8 million for the six months ended June 30, 2026, compared to the same period in 2025. Included in net interest income was net accretion income of purchase accounting discounts of $27.1 million for the six months ended June 30, 2026, compared to $0.4 million for the same period in 2025.
Our net interest margin was 3.80% for the six months ended June 30, 2026, compared to 4.07% for the same period in 2025, a decrease of 27 basis points. We experienced a 23 basis point decrease in yield from earning assets and total cost of interest-bearing liabilities decreased by seven basis points for the six months ended June 30, 2026, compared to the same period in 2025. Total earning assets increased $4.4 billion while total interest-bearing liabilities increased $3.5 billion, for the six months ended June 30, 2026 as compared to the same period in 2025. The effect on net interest margin of net accretion income of purchase accounting discounts was an increase of 46 basis points for the six months ended June 30, 2026, compared to one basis point for the same period in 2025.
Total average loans grew to $9.8 billion for the six months ended June 30, 2026, an increase of $3.3 billion, compared to the same period in 2025, due primarily to loans acquired from First Foundation, as well as organic growth in our loan portfolio. Yield on loans decreased 16 basis points for the six months ended June 30, 2026, compared to the same period in 2025, reflecting the impact of the declining interest rate environment and its impact on variable rate loans in the portfolio and a change in portfolio mix resulting from the addition of lower-yielding primarily public finance and multifamily loans acquired from First Foundation. Average investment securities grew to $1.3 billion for the six months ended June 30, 2026, an increase of $0.8 billion or 157.1%, compared to the same period in 2025, due primarily to investment securities acquired from First Foundation. Yield on investment securities increased 100 basis points for the six months ended June 30, 2026, compared to the same period in 2025, due primarily to investment securities acquired from First Foundation. Average interest-bearing cash and other assets grew to $0.9 billion for the six months ended June 30, 2026, an increase of $0.3 billion or 63.1%, compared to the same period in 2025. Yield on interest-bearing cash and other assets decreased 107 basis points for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to the declining interest rate environment.
Average interest-bearing liabilitiesdeposits increasedgrew $0.2to billion,$8.6 or 4.4%,billion for the firstsix quartermonths ended June 30, 2026, an increase of 2026,$3.4 billion or 65.2%, compared to the same period in 2025, due primarily to support the growth in our loan portfolio. Average interest-bearing deposits increasedassumed $0.3from billion,First orFoundation, 5.8%,as forwell theas firstorganic quarter of 2026, compared to the same period in 2025, which included a decrease of $0.3 billion, or 22.0%, in average certificates of deposit balances.growth. Cost of interest-bearing deposits decreased 27nine basis points for the firstsix quartermonths ofended June 30, 2026, compared to the same period in 2025, primarily due to the declining interest rate environment andlargely changeoffset in deposit product mix, particularlyby the decrease in certificatesaddition of deposithigher-cost balances.deposits acquired from First Foundation. Average FHLB borrowings decreasedincreased $28.4from million,$15.8 ormillion 96.3%,to $75.6 million for the firstsix quartermonths ofended June 30, 2026, compared to the same period in 2025.2025, due primarily to the acquisition of First Foundation. Cost of FHLB borrowings decreased 14866 basis points,points for the firstsix quartermonths ofended June 30, 2026, compared to the same period in 2025. Average other long-term borrowings decreasedincreased $39.2$45.2 million, or 51.6%,59.5%, for the firstsix quartermonths ofended June 30, 2026, compared to the same period in 2025. Cost of other long-term borrowings decreasedincreased 71five basis points,points for the firstsix quartermonths ofended 2026,June 30, 2026 compared to the same period in 2025.
The following tabletables setsset forth information related to our average balance sheet, average yields on assets, and average costs of liabilities for the periods presented. We derived these yields by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated.
As of and for the three months ended MarchJune 31,30,:
As of and for the six months ended June 30,:
The tabletables below presentspresent the effect of volume and rate changes on interest income and expense. Changes due to volume are changes in the average balance multiplied by the previous period’s average rate. Changes due to rate are changes in the average rate multiplied by the average balance from the prior period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.
We recorded a provision for credit losses of $40.4 million and $48.7 million for the second quarter of 2026 and for the six months ended June 30, 2026, respectively, compared to $4.5 million and $8.3 million for the same periods in 2025. The increase in our provision for credit losses for the second quarter of 2026 and for the six months ended June 30, 2026 was primarily related to increased net charge-offs on two C&I loans with no previous specific reserves. The first is an asset-based loan to a materials distributor with an outstanding principal balance of approximately $23.6 million at June 30, 2026, for which we recognized an approximately $22.0 million charge-off in the second quarter of 2026. The second is a loan to a technology company with an outstanding principal balance of approximately $16.0 million at June 30, 2026, for which we recognized an approximately $12.9 million charge-off in the second quarter of 2026.
We recorded a provision for credit losses of $8.3 million for the first quarter of 2026, compared to $3.8 million for the same period in 2025. The increase in our provision for credit losses for the first quarter of 2026 was primarily due to net portfolio downgrades and impacts from growth in loan portfolio balances.
Our noninterest income increased $5.4$13.9 million to $27.2$40.9 million for the firstsecond quarter of 2026 from $21.7$27.1 million for the same period in 2025, primarily due to an increase in mortgage banking services, net.2025.
Deposit account service fees include overdraft and non-sufficient funds charges, and other service fees. Deposit account service fees increased $0.1$0.3 million for the firstsecond quarter of 2026, compared to the same period in 2025, primarily due to an increase in wire transfer service charges and non-sufficient funds and overdraft fees.
Treasury management service fees include financial information management, accounts receivable management, accounts payable services, fraud mitigation services, and cash flow management. Treasury management service fees increased $0.4$0.7 million for the firstsecond quarter of 2026 compared to the same period in 2025, primarily due to an overall increase in our business customer base as a result of our acquisition of First Foundation as well as an increase in products and services provided to our existing customer base.
Credit and debit card fees represent interchange income from credit and debit card activity and referral fees earned from processing fees on card transactions by our business customers. Credit and debit card fees increased $0.1$0.2 million for the firstsecond quarter of 2026 compared to the same period in 2025, asdue to an increase in VISA purchase card transaction volumes increased slightly.volumes.
Trust and investment advisory fees represent fees we receive in connection with our investment advisory and custodial management services of investment accounts. Trust and investment advisory fees increased $0.1$7.9 million for the firstsecond quarter of 2026 compared to the same period in 2025, asprimarily due to higher assets under management increasedassociated slightly.with the acquisition of First Foundation.
For the firstsecond quarter of 2026, mortgage banking services increased $5.3$2.7 million, compared to the same period in 2025. Total loan originations for sale were $426.0$464.7 million for the firstsecond quarter of 2026, an increase of $175.0$84.0 million from $251.0$380.6 million for the same period in 2025. The increase in loan originations sold resulted in the increase in revenue related to net sale gains and fees from loan originations, including fair value changes in the held-for-sale portfolio and hedging activity. We retain servicing rights on the majority of mortgage loans that we sell, which drove the increase in servicing income of $0.5$0.4 million to $5.0 million for the firstsecond quarter of 2026, from $4.5$4.6 million for the same period in 2025. Net MSR capitalization and changes in fair value, net of derivative activity, increased $1.0$0.7 million in the firstsecond quarter of 2026, compared to the same period in 2025. The increase in revenue related to our MSRs was due to higher net MSR capitalization.
The following table shows the hypothetical effect on the fair value of our residential real estate MSRs when applying certain unfavorable variations of key assumptions to these assets as of MarchJune 31,30, 2026.
FSUN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-13 | Elving Beverly O |
Shares withheld for tax | 4,505 | $40.88 | $184.2K |
| 2026-08-13 | Elving Beverly O |
Option exercise | 7,553 | $19.72 | $148.9K |
| 2026-06-08 | Cohn Spencer |
Grant/award | 2,099 | — | — |
| 2026-06-08 | Edelson Sam |
Grant/award | 2,099 | — | — |
| 2026-06-08 | Elving Beverly O |
Grant/award | 2,099 | — | — |
| 2026-06-08 | Fleshood John |
Grant/award | 2,099 | — | — |
| 2026-06-08 | Levy David W |
Grant/award | 2,099 | — | — |
| 2026-06-08 | Mackovak Benjamin |
Grant/award | 2,099 | — | — |
| 2026-06-08 | Murphy Peter E |
Grant/award | 2,099 | — | — |
| 2026-06-08 | Parker C. Allen |
Grant/award | 2,099 | — | — |
| 2026-05-20 | Carter Mollie H |
Gift | 5,165 | — | — |
Well-known investors holding FSUN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 97,802 | $3.8M | 0.0% | Reduced 69% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 90,508 | $3.5M | 0.0% | Reduced 44% |
| Millennium Management (Israel Englander) | 2026-06-30 | 72,003 | $2.6M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 56,493 | $2.2M | 0.0% | Added 29% |
| D. E. Shaw & Co. | 2026-06-30 | 23,387 | $906.9K | 0.0% | New position |