FIRSTSUN CAPITAL BANCORPFSUN
FIRSTSUN CAPITAL BANCORP Stock Compensation Disclosure
Stockholders’ Equity
As of December 31, 2025 and 2024, the Company had 10,000,000 shares of preferred stock authorized, $0.0001 par value, of which none were issued or outstanding, respectively.
As of December 31, 2025 and 2024, the Company had 50,000,000 shares of common stock authorized, $0.0001 par value, of which 27,887,337 and 27,709,679 shares were issued and outstanding, respectively.
Dividends:
Dividends paid by the Company, if any, are substantially provided from Bank dividends. 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. Dividends received from subsidiaries were as follows for the years ended December 31,:
| 2025 | 2024 | 2023 | |||||||||||||||
| Dividends from the Bank | $ | 7,600 | $ | — | $ | 26,000 | |||||||||||
| Dividends from Sunflower Wealth Advisors, LLC | 165 | 720 | 595 | ||||||||||||||
The Parent Company did not declare or pay any dividend to shareholder in 2025, 2024 or 2023.
Equity Incentive Plans:
2017 Equity Incentive Plan
The 2017 Equity Incentive Plan (the “2017 Plan”) provides for the grant of stock options, stock appreciation rights, restricted stock and other stock awards to its employees, directors and consultants for up to 1,977,292 shares of FirstSun common stock in the aggregate.
Option awards are generally granted with an exercise price of not less than the fair value of a share of the Company’s common stock at the date of grant, they vest 25% on the first, second, third and fourth anniversaries following the date of grant and have 10 year terms. The fair value of each stock option award is estimated on the date of grant utilizing the Black-Scholes option pricing model. Expected volatility was determined based on the median historical volatility of 25 to 30 comparable companies that were publicly traded for a period commensurate with the expected term of the options. The expected term of the options was estimated to be the average of the vesting term and time to expiration. The risk-free rate for the expected term of the stock options was based on the U.S. Treasury yield curve in effect at the date of grant.
The following table presents stock options outstanding as of and for the year ended December 31,:
| Shares | Weighted-Average Exercise Price, per Share | Weighted-Average Remaining Term (years) | |||||||||||||||
| 2025 | |||||||||||||||||
| Outstanding, beginning of year | 882,570 | $ | 20.39 | ||||||||||||||
| Exercised | (183,741) | 20.95 | |||||||||||||||
| Outstanding, vested, and exercisable, end of year | 698,829 | $ | 20.25 | 2.22 | |||||||||||||
| 2024 | |||||||||||||||||
| Outstanding, beginning of year | 1,245,000 | $ | 20.25 | ||||||||||||||
| Exercised | (362,430) | 19.92 | |||||||||||||||
| Outstanding, end of year | 882,570 | $ | 20.39 | 3.37 | |||||||||||||
| Options vested or expected to vest, end of year | 882,570 | $ | 20.39 | ||||||||||||||
| Options vested and exercisable, end of year | 876,095 | $ | 20.30 | 3.34 | |||||||||||||
At December 31, 2025, there was no unrecognized compensation cost related to non-vested stock options. At December 31, 2025 and 2024, the intrinsic value of the stock options was $11,918 and $17,439, respectively.
2021 Equity Incentive Plan
The FirstSun Capital Bancorp 2021 Equity Incentive Plan (the “2021 Plan”) provides for the grant of stock options, stock appreciation rights, restricted stock and other stock awards to its employees, directors and consultants for up to 2,476,571 shares of FirstSun common stock in the aggregate. Additionally, we established the FirstSun Capital Bancorp Long-Term Incentive Plan (“LTIP”), which became effective April 1, 2022. The LTIP is intended to qualify as a “top-hat” plan under ERISA that is unfunded and provides benefits only to a select group of management or highly compensated employees of FirstSun or the Bank.
Restricted stock and restricted stock units:
The following table presents non-vested restricted stock units outstanding with only a service condition as of and for the years ended December 31,:
| Shares | Weighted-Average Issuance Price, per Share | Weighted-Average Remaining Term (years) | |||||||||||||||
| 2025 | |||||||||||||||||
| Outstanding, beginning of year | 11,739 | $ | 35.75 | ||||||||||||||
| Issued | 133,129 | 36.24 | |||||||||||||||
| Vested, restriction released | (26,463) | 37.39 | |||||||||||||||
| Forfeited | (3,946) | 35.80 | |||||||||||||||
| Outstanding, end of year | 114,459 | $ | 35.94 | 1.74 | |||||||||||||
| 2024 | |||||||||||||||||
| Outstanding, beginning of year | 15,007 | $ | 26.99 | ||||||||||||||
| Issued | 11,739 | 35.75 | |||||||||||||||
| Vested, restriction released | (14,266) | 26.99 | |||||||||||||||
| Forfeited | (741) | 26.99 | |||||||||||||||
| Outstanding, end of year | 11,739 | $ | 35.75 | 0.25 | |||||||||||||
At December 31, 2025, there was $2,812 of total unrecognized compensation cost related to the non-vested restricted stock.
Performance share units:
We have issued performance share units to receive shares of FirstSun common stock at the end of the performance period, based on certain market or bank performance metrics. The market-based awards granted during 2025 utilized a Monte Carlo simulation to determine the grant-date fair value. The assumptions used in the simulation were as follows:
| December 31, 2025 | |||||
| Simulation Period (years) | 2.75 | ||||
| Risk-free rate | 3.86 | % | |||
| Annualized volatility | 29.70 | % | |||
We determine the shares to be issued based on actual and forecast results during the requisite performance period to determine the probability the market or performance conditions will be achieved. Performance share units outstanding at December 31, 2025 are as follows:
| December 31, 2025 | ||||||||||||||||||||||||||||||||
| Grant Date | End of Performance Period | Conditions | Target Units | Probable Units | Unrecognized Compensation Cost | |||||||||||||||||||||||||||
| April 2025 | April 2028 | Market | 64,290 | — | $ | 1,749 | ||||||||||||||||||||||||||
| April 2024 | April 2027 | Performance | 84,150 | 58,905 | 1,245 | |||||||||||||||||||||||||||
| April 2023 | April 2026 | Performance | 87,590 | 65,693 | 153 | |||||||||||||||||||||||||||
| 236,030 | 124,598 | $ | 3,147 | |||||||||||||||||||||||||||||
The following table presents performance share unit activity at target for the years ended December 31,:
| Performance Share Units at Target | Weighted-Average Grant Date Price, per Unit | Weighted-Average Remaining Term (years) | |||||||||||||||
| 2025 | |||||||||||||||||
| Outstanding, beginning of year | 261,621 | $ | 32.86 | ||||||||||||||
| Issued | 64,290 | 36.28 | |||||||||||||||
| Vested | (71,262) | 35.68 | |||||||||||||||
| Forfeited | (18,619) | 32.98 | |||||||||||||||
| Outstanding, end of year | 236,030 | $ | 32.93 | 1.15 | |||||||||||||
| 2024 | |||||||||||||||||
| Outstanding, beginning of year | 176,493 | $ | 31.43 | ||||||||||||||
| Issued | 93,868 | 35.50 | |||||||||||||||
| Vested | (3,638) | 33.04 | |||||||||||||||
| Forfeited | (5,102) | 31.87 | |||||||||||||||
| Outstanding, end of year | 261,621 | $ | 32.86 | 1.34 | |||||||||||||
Actual achieved performance of vested performance share units resulted in the issuance of 42,403 and 2,405 shares of common stock for the years ended December 31, 2025 and 2024, respectively.
Acquired Equity Incentive Plans
In conjunction with the Pioneer merger, we assumed certain options that had been granted under Pioneer’s option plans. All assumed options were fully vested and exercisable. No further options will be granted under the Pioneer plans. The following table presents option activity for the years ended December 31,:
| Shares | Weighted-Average Exercise Price, per Share | Weighted-Average Remaining Term (years) | |||||||||||||||
| 2025 | |||||||||||||||||
| Outstanding, beginning of year | 74,919 | $ | 22.76 | ||||||||||||||
| Exercised | (64,479) | 22.45 | |||||||||||||||
| Outstanding, vested, and exercisable, end of year | 10,440 | $ | 24.66 | 3.49 | |||||||||||||
| 2024 | |||||||||||||||||
| Outstanding, beginning of year | 121,901 | $ | 22.76 | ||||||||||||||
| Exercised | (46,460) | 22.83 | |||||||||||||||
| Forfeited | (522) | 17.24 | |||||||||||||||
| Outstanding, vested, and exercisable, end of year | 74,919 | $ | 22.76 | 3.02 | |||||||||||||
At December 31, 2025 and 2024, the intrinsic value of the stock options was $152 and $1,243, respectively.
For the years ended December 31, 2025, 2024 and 2023, we recorded total compensation cost from the Equity Incentive Plans of $3,536, $2,375 and $2,127, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 6, 2026 | Showing above |
| 2024 | Mar 7, 2025 | |
| 2023 | Mar 7, 2024 | |
| 2022 | Mar 16, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.