Firstsun Capital Bancorp (FSUN) risk factors, FY2025 10-K

Firstsun Capital Bancorp's FY2025 10-K, filed Mar 06, 2026, lists 75 risk factors in 7 groups. Against the prior year's 78: 13 new, 16 dropped, 16 substantially reworded.

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Risk factors listed
757 groups
New this year
13vs 78 last year
Dropped
16since the prior 10-K
Substantially reworded
16of those kept
Section length
22k wordsItem 1A

What the changes say

  • FirstSun is expanding via its pending merger with First Foundation, crossing the $10 billion asset threshold and triggering stricter regulations.
  • Integration risks, regulatory approvals, and capital needs dominate the risk disclosures.

What changed since the prior 10-K

New

  • NewRisks Related to Our Pending 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

    Integrating First Foundation may be costly or difficult and requires executing a complex balance sheet repositioning strategy.

  • NewRisks Related to Our Pending Merger with First Foundation

    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

    The merger requires approvals from the Federal Reserve and other agencies which could be delayed, denied, or burdened with onerous conditions.

  • NewRisks Related to Our Pending Merger with First Foundation

    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

    Court orders or regulatory injunctions could prohibit the merger if conditions would cause a material adverse effect on the combined company.

  • NewRisks Related to Our Pending Merger with First Foundation

    The success of the merger and the bank merger and integration of FirstSun and First Foundation will depend on a number of uncertain factors

    Merger success depends on retaining First Foundation branches, deposits, and key personnel while managing expenses and asset quality.

  • NewRisks Related to Our Pending Merger with First Foundation

    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

    If the merger agreement is terminated, FirstSun will absorb substantial expenses without gaining the anticipated benefits.

  • NewRisks Related to Our Pending Merger with First Foundation

    Stockholder litigation could prevent or delay the completion of the merger or otherwise negatively impact our business and operations

    Stockholders of FirstSun or First Foundation could file lawsuits to delay or prevent the merger.

  • NewRisks Related to Our Pending Merger with First Foundation

    Issuance of shares of our common stock in connection with the merger may adversely affect the market price of our common stock

    Issuing approximately 18.9 million new shares for the merger will dilute existing stockholders and may depress the market price of common stock.

  • NewRisks 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 macroeconomic factors like interest rate volatility, inflation, and labor shortages can adversely affect operations.

  • NewRisks Related to Our Operations

    Our business needs and future growth may require us to raise additional capital, but that capital may not be available or may be dilutive

    We may need to raise additional capital to support growth or acquisitions, but market conditions might make it unavailable or dilutive.

  • NewRisks Related to Our Operations

    We will be subject to heightened regulatory requirements if we exceed $10 billion in assets, which could increase costs

    Exceeding $10 billion in assets following the merger will subject FirstSun to CFPB supervision, Durbin Amendment interchange caps, and stricter Dodd-Frank compliance.

  • NewLegal, Accounting, Tax, Regulatory and Compliance Risks

    We face regulatory uncertainty due to changes in federal banking agency priorities, potential shifts in government leadership and state-level enforcement activity

    Changes in federal banking agency priorities or state-level enforcement could alter our regulatory obligations and compliance costs.

  • NewRisks Related to Environmental and Climate Change

    We are subject to risk related to environmental liabilities

    Foreclosing on real property loans or owning properties exposes us to environmental remediation liabilities and cleanup costs.

  • NewRisks Related to Environmental and Climate Change

    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

Dropped

  • DroppedRisks Related to Our Business

    Economic and Geographic-Related Risks

    Economic and geographic-related risks impacting credit quality and deposit costs.

  • DroppedRisks Related to Our Business

    Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations

  • DroppedRisks Related to Our Business

    Rapidly rising interest rates will impact the value of our investment securities and the cost of our funding sources, including deposits

  • DroppedRisks Related to Our Business

    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

    Federal Reserve monetary policies and regulations affecting money supply.

  • DroppedOperational Risks

    earthquakes, tornadoes, and hurricanes; disease pandemics (such as the COVID-19 pandemic); events arising from local or larger scale political or social matters, including terrorist acts; and cyber-attacks

  • DroppedOperational Risks

    We are subject to environmental and climate change risks

  • DroppedIndustry-Related Risks

    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

  • DroppedIndustry-Related Risks

    We may be exposed to a need for additional capital resources in the future and these capital resources may not be available when needed or at all

  • DroppedIndustry-Related Risks

    conditions, adverse trends or events affecting business industry groups or specific businesses, declines in real estate values or markets, business closings or lay-offs, inclement weather, natural disasters and other factors. Furthermore, loans generally are not readily convertible to cash

  • DroppedIndustry-Related Risks

    Deposits traditionally have provided our most affordable funds and by far the largest portion of funding. However, deposit trends can shift with economic conditions

  • DroppedRisks Related to Strategic Plans

    Future mergers and acquisitions may be delayed, impeded, not approved or prohibited due to regulatory issues

  • DroppedRisks Related to Strategic Plans

    Additional growth will subject FirstSun to additional regulation, increased supervision and increased costs

  • DroppedLegal, Accounting, Tax, Regulatory and Compliance Risks

    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

    Rapidly rising interest rates impacting investment securities and funding costs.

  • DroppedLegal, Accounting, Tax, Regulatory and Compliance Risks

    We face risks related to the adoption of future legislation and potential changes in federal regulatory agency leadership, policies, and priorities

  • DroppedLegal, Accounting, Tax, Regulatory and Compliance Risks

    and regulations, as well as the interpretation and implementation of such laws and regulations, could affect us in substantial and unpredictable ways, including those listed above or other ways that could have a material adverse effect on our business, financial condition or results of operations

  • DroppedRisks Related to FirstSun Common Stock and Market Risk

    of additional capital stock, the incurrence of additional indebtedness, mergers and acquisitions, the decision of whether or not to declare dividends and other extraordinary corporate matters

    Rising interest rates reducing residential mortgage origination volume and revenue.

Reworded

  • 100% rewrittenRisks Related to Our Operations

    Fraud is a major, and increasing, operational risk for us and all banks, and we are at risk of increased losses from fraud

    Expanded to detail specific fraud schemes like real-time payment exploitation, ACH fraud, and AI-driven techniques outpacing anti-fraud measures.

    Was: Fraud is a major, and increasing, operational risk for us and all banks

  • 90% rewrittenRisks Related to FirstSun Common Stock and Market Risk

    Certain of our larger stockholders own, in the aggregate, approximately 69.1% of our common stock. As a result, our larger stockholders exercise significant influence over us through such ownership

    Updated to reflect changes in board nomination rights, noting larger stockholders will control 6 of 13 seats post-merger.

    Was: Certain of the larger stockholders of FirstSun own, in the aggregate, approximately 67.4% of our common stock. As a result, our larger stockholders exercise significant influence over FirstSun through such ownership

  • 80% rewrittenRisks Related to Our Operations

    Liquidity, primarily through deposits, is essential to our business model and a lack of liquidity, or an increase in the cost of liquidity could materially impair our ability to fund our operations and jeopardize our results of operation, financial condition and cash flows

    Retitled and revised to emphasize the critical role of liquidity and deposits in funding operations.

  • 70% rewrittenRisks Related to Our Lending and Mortgage Banking Activities

    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

    Added specific commentary on how higher rates mute client activity and how secondary mortgage market structure changes increase costs.

    Was: 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

  • 65% rewrittenRisks Related to Our Lending and Mortgage Banking Activities

    Our allowance for credit losses in our loan portfolio may prove to be inadequate, which may adversely affect our business, financial condition and results of operations

    Added explicit reference to evaluating loan portfolio collectability in accordance with applicable accounting standards.

  • 62% rewrittenRisks Related to FirstSun Common Stock and Market Risk

    Some provisions of our organizational documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders

    Removed outdated references to classified boards and specific pre-merger director nomination rights in anti-takeover provisions.

  • 58% rewrittenRisks Related to FirstSun Common Stock and Market Risk

    We are currently authorized to issue up to 50,000,000 shares of our common stock, and to issue up to 10,000,000 shares of preferred stock, without further stockholder approval. As of March 5, 2026, we had 27,923,333 shares of common stock outstanding and no shares of preferred stock outstanding

    Updated share figures to reflect the proposed merger, increasing authorized common stock from 50M to 80M and authorizing 20M non-voting common shares.

    Was: We are authorized to issue up to 50,000,000 shares of our common stock, and to issue up to 10,000,000 shares of preferred stock, without further stockholder approval. As of March 6, 2024, FirstSun had 27,753,918 shares of common stock outstanding, and no shares of preferred stock outstanding

  • 57% rewrittenRisks Related to Our Operations

    We are exposed to the possibility of technology failure and a disruption in our operations may adversely affect our business

    Retained core technology failure and operational disruption risks with minor stylistic refinements.

  • 56% rewrittenLegal, Accounting, Tax, Regulatory and Compliance Risks

    We are subject to numerous federal and state laws to protect consumers, including Community Reinvestment and fair lending laws, and failure to comply with these laws could lead to material penalties and materially restrict our organic growth and strategic growth and expansion activity

    Was: We are subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties and materially restrict our organic growth and strategic growth and expansion activity

  • 53% rewrittenRisks Related to Our Operations

    We may not be able to maintain a strong core deposit base or access other low-cost funding sources

  • 52% rewrittenRisks Related to Our Operations

    If we do not successfully manage these risks, our merger and acquisition activities could have a material adverse effect on our business, financial condition, and results of operations, including short-term and long‑term liquidity, our ability to successfully implement our strategic plan and our stock price

  • 41% rewrittenRisks Related to Our Operations

    We may be adversely affected by risks associated with mergers and acquisitions, including execution risk, which could disrupt our business and dilute stockholder value

  • 36% rewrittenRisks Related to Environmental and Climate Change

    The markets in which we operate also are exposed to the adverse impacts of climate change, as well as uncertainties related to the transition to a low-carbon economy. Climate change presents both immediate and long-term risks to us and our customers and clients, with the risks expected to increase over time

  • 33% rewrittenRisks Related to FirstSun Common Stock and Market Risk

    We may issue additional shares of stock or equity derivative securities that may dilute the percentage ownership of existing stockholders and the book value per share of our common stock, which may cause the price of our common stock to decline and adversely affect the terms on which we may obtain additional capital

  • 26% rewrittenRisks Related to Our Business, Industry, Markets and Market Interest Rates

    Inflationary pressures present a potential threat to our results of operation and financial condition

  • 25% rewrittenRisks Related to Our Lending and Mortgage Banking Activities

    These types of loans are more susceptible to a risk of loss during a downturn in the business cycle. Our underwriting, review, and monitoring cannot eliminate all of the risks related to these loans

All 75 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Pending Merger with First Foundation

  1. 01Combining 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 realizedNew
  2. 02All 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 mergerNew
  3. 03Additionally, 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 agreementNew
  4. 04The success of the merger and the bank merger and integration of FirstSun and First Foundation will depend on a number of uncertain factorsNew
  5. 05The 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 mergerNew
  6. 06Stockholder litigation could prevent or delay the completion of the merger or otherwise negatively impact our business and operationsNew
  7. 07Issuance of shares of our common stock in connection with the merger may adversely affect the market price of our common stockNew

Risks Related to Our Business, Industry, Markets and Market Interest Rates

  1. 08Our 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 generallyNew
  2. 09Inflationary pressures present a potential threat to our results of operation and financial condition26% rewritten
  3. 10Our trust and wealth management business may be negatively impacted by changes in economic and market conditions and clients may seek legal remedies for investment performance
  4. 11We are subject to interest rate risk, which could adversely affect our financial condition and profitability
  5. 12Our cost of funds may increase as a result of general economic conditions, FDIC insurance assessments, interest rates and competitive pressures
  6. 13We are exposed to the possibility that more prepayments may be made by customers to pay down loan balances, which could reduce our interest income and profitability
  7. 14We could experience a loss due to competition with other financial institutions
  8. 15Consumers may decide not to use banks to complete their financial transactions
  9. 16Failure to keep pace with technological change could adversely affect our business
  10. 17We may be adversely affected by the lack of soundness of other financial institutions
  11. 18The value of securities in our investment portfolio may decline in the future
  12. 19Our deposit insurance premiums could be higher in the future, which could have an adverse effect on our future earnings

Risks Related to Our Lending and Mortgage Banking Activities

  1. 20If we fail to effectively manage credit risk, our business and financial condition will suffer
  2. 21Our allowance for credit losses in our loan portfolio may prove to be inadequate, which may adversely affect our business, financial condition and results of operations65% rewritten
  3. 22We are exposed to higher credit risk by commercial and industrial and commercial real estate lending
  4. 23These types of loans are more susceptible to a risk of loss during a downturn in the business cycle. Our underwriting, review, and monitoring cannot eliminate all of the risks related to these loans25% rewritten
  5. 24A significant portion of our loan portfolio is secured by real estate, and events that negatively impact the real estate market could hurt our business
  6. 25Nonperforming assets take significant time and resources to resolve and adversely affect our results of operations and financial condition
  7. 26Our mortgage revenue is cyclical and sensitive to changes in interest rates, economic conditions, housing prices and other factors which would adversely impact our profitability70% rewritten
  8. 27We are subject to certain risks related to originating and selling mortgage loans that could have a material adverse effect on our financial condition and results of operations
  9. 28We depend on U.S. government-sponsored entities and government agencies, and any changes in these entities, their current roles or the leadership at such entities or their regulators could materially and adversely affect our business, financial condition, liquidity and results of operations
  10. 29We may be required to repurchase mortgage loans or indemnify buyers against losses in some circumstances, which could harm our liquidity, results of operations and financial condition

Risks Related to Our Operations

  1. 30We are subject to losses due to errors, omissions or fraudulent behavior by our employees, clients, counterparties or other third parties
  2. 31Fraud is a major, and increasing, operational risk for us and all banks, and we are at risk of increased losses from fraud100% rewritten
  3. 32Our ability to conduct and grow our businesses is dependent in part upon our ability to create, maintain, expand, and evolve an appropriate operational and organizational infrastructure, manage expenses, and recruit and retain personnel with the ability to manage a complex business
  4. 33We are exposed to the possibility of technology failure and a disruption in our operations may adversely affect our business57% rewritten
  5. 34Our risk management framework may not be effective in mitigating risks and/or losses
  6. 35We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance
  7. 36We depend on our executive officers and other key employees, and our ability to attract additional key personnel, to continue the implementation of our long-term business strategy, and we could be harmed by the unexpected loss of their services
  8. 37Through technological innovations and changes in client habits, the manner in which clients use financial services continues to change at a rapid pace
  9. 38The nature of technology-driven disruption to our industry is changing, in some cases seeking to displace traditional financial service providers rather than merely enhance traditional services or their delivery
  10. 39Our business needs and future growth may require us to raise additional capital, but that capital may not be available or may be dilutiveNew
  11. 40Liquidity, primarily through deposits, is essential to our business model and a lack of liquidity, or an increase in the cost of liquidity could materially impair our ability to fund our operations and jeopardize our results of operation, financial condition and cash flows80% rewritten
  12. 41We may not be able to maintain a strong core deposit base or access other low-cost funding sources53% rewritten
  13. 42We may be adversely affected by risks associated with mergers and acquisitions, including execution risk, which could disrupt our business and dilute stockholder value41% rewritten
  14. 43Our merger and acquisition activities could be material and could require us to issue a significant number of shares of our common stock or other securities and/or to use a substantial amount of cash, other liquid assets, and/or incur debt
  15. 44If we do not successfully manage these risks, our merger and acquisition activities could have a material adverse effect on our business, financial condition, and results of operations, including short-term and long‑term liquidity, our ability to successfully implement our strategic plan and our stock price52% rewritten
  16. 45We will be subject to heightened regulatory requirements if we exceed $10 billion in assets, which could increase costsNew
  17. 46Failure to achieve one or more key elements needed for successful organic growth could adversely affect our business and earnings
  18. 47New lines of business or new products and services may subject us to additional risk

Legal, Accounting, Tax, Regulatory and Compliance Risks

  1. 48We are heavily regulated and that regulation could limit or restrict our activities and adversely affect our results of operations or financial condition
  2. 49From time to time, we are, or may become, involved in suits, legal proceedings, information-gatherings, reviews, investigations and proceedings by governmental and self-regulatory agencies that may lead to material adverse consequences
  3. 50Failure to maintain certain regulatory capital levels and ratios could result in regulatory actions that would be materially adverse to our shareholders
  4. 51We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations
  5. 52We are subject to numerous federal and state laws to protect consumers, including Community Reinvestment and fair lending laws, and failure to comply with these laws could lead to material penalties and materially restrict our organic growth and strategic growth and expansion activity56% rewritten
  6. 53The Federal Reserve may require us to commit capital resources to support Sunflower Bank
  7. 54We could become subject to claims and litigation pertaining to our fiduciary responsibility
  8. 55We are party to various claims and lawsuits incidental to our business. Litigation is subject to many uncertainties such that the expenses and ultimate exposure with respect to many of these matters cannot be ascertained
  9. 56The expanding body of federal, state and local regulations and/or the licensing of loan servicing, collections or other aspects of our business and our sales of loans to third parties may increase the cost of compliance and the risks of noncompliance and subject us to litigation
  10. 57We face regulatory uncertainty due to changes in federal banking agency priorities, potential shifts in government leadership and state-level enforcement activityNew
  11. 58Data privacy is a major political concern. The laws governing it are new, and they are likely to evolve and expand
  12. 59The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant assumptions, estimates and judgments that affect the financial statements
  13. 60We could be subject to changes in tax laws, regulations and interpretations or challenges to our income tax provision
  14. 61Our internal controls and procedures may fail or be circumvented

Risks Related to FirstSun Common Stock and Market Risk

  1. 62The trading volume in our common stock, may not provide adequate liquidity for investors
  2. 63The trading price of our common stock may be subject to continued significant fluctuations and volatility
  3. 64Certain of our larger stockholders own, in the aggregate, approximately 69.1% of our common stock. As a result, our larger stockholders exercise significant influence over us through such ownership90% rewritten
  4. 65Some provisions of our organizational documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders62% rewritten
  5. 66We do not intend to pay dividends for the foreseeable future
  6. 67An investment in our common stock is not an insured deposit and is subject to risk of loss
  7. 68We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors
  8. 69We may issue additional shares of stock or equity derivative securities that may dilute the percentage ownership of existing stockholders and the book value per share of our common stock, which may cause the price of our common stock to decline and adversely affect the terms on which we may obtain additional capital33% rewritten
  9. 70We are currently authorized to issue up to 50,000,000 shares of our common stock, and to issue up to 10,000,000 shares of preferred stock, without further stockholder approval. As of March 5, 2026, we had 27,923,333 shares of common stock outstanding and no shares of preferred stock outstanding58% rewritten
  10. 71Sales by FirstSun stockholders of substantial amounts of our common stock, as well as the anticipation of such sales by the public markets, could depress the market price of our common stock

Risks Related to Environmental and Climate Change

  1. 72We are subject to risk related to environmental liabilitiesNew
  2. 73Natural disasters and weather-related events exacerbated by climate change could have a negative impact on our results of operations and financial condition
  3. 74The markets in which we operate also are exposed to the adverse impacts of climate change, as well as uncertainties related to the transition to a low-carbon economy. Climate change presents both immediate and long-term risks to us and our customers and clients, with the risks expected to increase over time36% rewritten
  4. 75We 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 earningsNew

Other Firstsun Capital Bancorp 10-Ks

  • FY2024 10-K risk factors
    78 risks

    FirstSun Capital Bancorp faces heavy exposure to credit quality risks, particularly in commercial and industrial and commercial real estate lending. Interest rate fluctuations heavily impact net interest income, mortgage revenue, and the value of investment securities. Liquidity, deposit costs, and reliance on government-sponsored entities drive core profitability.

    Filed Mar 07, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.