FIRSTSUN CAPITAL BANCORP (FSUN)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General Overview

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 June 30, 2026, consisted of Sunflower Bank, FEIF Capital Partners, 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

Acquisition of First Foundation Inc.

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 expanded our wealth management capabilities through the acquisition of First Foundation Advisors, an SEC-registered investment adviser under the Investment Advisers 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

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be modified, discontinued, or suspended at any time without prior notice. The repurchase program does not obligate us to purchase any shares.

Deposits Classification

Previously, deposit amounts related to certain NOW accounts with limited monthly transaction activity were able to be reclassified to money market accounts to reduce reserve requirements at the Federal Reserve. As there is no longer any impact to reserve requirements across different deposit products, we have discontinued this product reclassification practice and have revised the presentation of those deposits to conform to the current presentation for periods prior to March 31, 2026. Reclassifications had no effect on prior years net income or stockholders’ equity.

Financial Summary

Net (loss) income totaled $(22.9) million for the second quarter of 2026 compared to net income of $26.4 million for the second quarter of 2025. Earnings per diluted share were $(0.49) for the second quarter of 2026 compared to $0.93 for the second quarter of 2025. Adjusted net income, a non-GAAP financial measure, was $21.0 million or $0.45 per diluted share for the second quarter of 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.

The following table sets forth certain summary financial and other information of FirstSun:

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Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FIRSTSUN

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, Sunflower Wealth Advisors, LLC, and FEIF Capital Partners, LLC.

The following discussion is an analysis of our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023, and financial condition for the years ended December 31, 2025 and 2024. This discussion and analysis should be read in conjunction with our consolidated financial statements and accompanying footnotes filed with this report in “Part II, Item 8. Financial Statements.” We have omitted discussion of 2023 results where it would be redundant to the discussion previously included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FirstSun” section of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 7, 2025. 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.

Comments regarding our business that are not historical facts are considered forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in these forward-looking statements. For additional information regarding our cautionary disclosures, see the “Cautionary Note Regarding Forward-Looking Statements” beginning on page 3 of this report.

General Overview

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 Sunflower Bank Mortgage Lending. We conduct a full-service community banking and trust business through our wholly-owned subsidiaries—Sunflower Bank, Sunflower Wealth Advisors, LLC and FEIF Capital Partners, LLC.

We offer a full range of relationship-focused services to meet our clients’ personal, business and wealth management financial objectives throughout Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington and a mortgage lending platform with capabilities in 44 states. Our product line includes commercial and industrial loans, commercial real estate loans, residential mortgage, public finance and other consumer loans, and a variety of commercial and consumer deposit products, including noninterest-bearing accounts, interest-bearing demand products, savings accounts, money market accounts and certificates of deposit. We also offer wealth management and trust products including personal trust and agency accounts, employee benefit and retirement related trust and agency accounts, investment management and advisory agency accounts, and foundation and endowment trust and agency accounts. We also offer online banking and bill payment services, online cash management, safe deposit box rentals, debit card and ATM card services and the availability of a network of ATMs for our customers.

We operate FirstSun through two operating segments: Banking and Mortgage Operations. We also allocate certain expenses to Corporate, which is not an operating segment. The expenses included in Corporate are not deemed to be allocable to our operating segments. The operating segments have been determined based on the products and services we offer and reflect the manner in which our financial information is evaluated by management. Each of the operating segments is complementary to each other and because of the interrelationship of the segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. For additional information on our segments, see Note 21 - Segment Information included in our consolidated financial statements included elsewhere in this report.

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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.

Financial Highlights For 2025

We delivered strong financial results in 2025, compared to 2024, which included:

•Net income of $97.9 million, $3.47 per diluted share (adjusted net income of $100.5 million1, $3.56 adjusted per diluted share1)

•Net interest margin of 4.10%

•Return on average total assets of 1.18% (adjusted return on average total assets of 1.21%1)

•Return on average stockholders’ equity of 8.88% (adjusted return on average stockholders’ equity of 9.11%1)

•Loan growth of 4.7%

•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.

The return on average total assets was 1.18% in 2025, compared to 0.96% in 2024, and the return on average stockholders’ equity was 8.88% in 2025, compared to 7.56% in 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 tables set forth certain financial highlights of FirstSun as of and for the years ended December 31,:

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Non-GAAP Financial Measures and Reconciliations

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 a greater understanding of our ongoing operations, enhance an investo

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