Stockholders' Equity

3 Months Ended

Mar. 31, 2025

Stockholders’ Equity

As of March 31, 2025 and December 31, 2024, the Company has 10,000,000 shares of preferred stock authorized, $0.0001 par value, of which none were issued or outstanding, respectively.

As of March 31, 2025 and December 31, 2024, the Company has 50,000,000 shares of common stock authorized, $0.0001 par value, of which 27,753,918 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. During 2025 and 2024 the Bank did not pay a dividend. During 2025, Logia paid a dividend of $75 to the Parent Company. The Parent Company did not declare or pay any dividend in 2025

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 three months ended March 31, 2025:


	Shares	Weighted-Average Exercise Price, per Share		Weighted-Average Remaining Term (years)

Outstanding, beginning of year	882,570	$	20.39
Exercised	(97,256)	19.88
Granted	—	—
Forfeited	—	—
Outstanding, end of year	785,314	$	20.46	3.09
Options vested or expected to vest	785,314	$	20.46
Options exercisable, end of year	785,314	$	20.46	3.09

At March 31, 2025, there was $9 of total unrecognized compensation cost related to non-vested stock options. The unrecognized compensation cost at March 31, 2025 is expected to be recognized over the following two months. At March 31, 2025 and 2024, the intrinsic value of the stock options was $14,089 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.

In February 2025, we issued 2,997 shares of restricted stock that were fully vested at the date of grant. We incurred total expense on the grant date of $184.

In April 2024, we issued performance-based restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in March 2027. At March 31, 2025, based upon the probability that the performance conditions will be achieved, we determined that 84,150 shares will be issued. At March 31, 2025, there was $1,992 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable future issuances.

In March 2024, we issued 11,739 shares of restricted stock that were fully vested in March 2025. At March 31, 2025, there was no unrecognized compensation cost.

In May 2023, we issued performance-based restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in April 2026. At March 31, 2025, based upon the probability that the performance conditions will be achieved, we determined that 77,873 shares will be issued. At March 31, 2025, there was $727 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable future issuances.

In May 2022, we issued performance-based restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in April 2025. At March 31, 2025, based upon the probability that the performance conditions will be achieved, we determined that 42,403 shares will be issued. At March 31, 2025, there was no unrecognized compensation cost related to the non-vested restricted stock granted on these probable future issuances.

For the three months ended March 31, 2025, and 2024, we recorded total compensation cost from the 2017 and 2021 Plans of $636 and $492, respectively.

Acquired Equity Incentive Plans

In conjunction with the Pioneer Bancshares, Inc. 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:



	Shares	Weighted-Average Exercise Price, per Share		Weighted-Average Remaining Term (years)
2025
Outstanding, beginning of year	74,919	$	22.76

Exercised	—	—
Granted	—	—
Forfeited	—	—
Outstanding, vested, and exercisable, end of year	74,919	$	22.78	2.77
Options vested or expected to vest	74,919	$	22.78
Options vested and exercisable, end of year	74,919	$	22.78	2.77

At March 31, 2025 and 2024, the intrinsic value of the stock options was $1,167 and $1,243, respectively.