Stockholders' Equity

6 Months Ended

Jun. 30, 2025

Stockholders’ Equity

As of June 30, 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 June 30, 2025 and December 31, 2024, the Company has 50,000,000 shares of common stock authorized, $0.0001 par value, of which 27,834,525 and 27,709,679 shares were issued and outstanding, respectively.

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 is 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 is 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 is 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 six months ended June 30, 2025:


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

Outstanding, beginning of period	882,570	$	20.39
Exercised	(146,860)	20.77
Granted	—	—
Forfeited	—	—
Outstanding, vested, and exercisable, end of period	735,710	$	20.32	2.77

At June 30, 2025, the outstanding options were fully vested. At June 30, 2025 and 2024, the intrinsic value of the stock options was $10,319 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 April 2025, we granted 71,012 shares of restricted stock with a service condition and 71,001 shares of restricted stock with a market condition and service condition under the LTIP that, subject to the achievement of service and market conditions, will fully vest in March 2028. At June 30, 2025, there was $4,703 of total unrecognized compensation cost related to the non-vested restricted stock granted.

During the three months and six months ended June 30, 2025, we granted 40,351 and 44,627 shares of restricted stock with service conditions, respectively. During the three months and six months ended June 30, 2025, 2,558 and 2,558 shares of restricted stock with service conditions were forfeited, respectively. At June 30, 2025, there was $1,170 of total unrecognized compensation cost related to the non-vested restricted stock granted.

In April 2024, we granted performance-based shares of restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in March 2027. At June 30, 2025, based upon the probability that the performance conditions will be achieved, we determined that 84,150 shares will be issued. At June 30, 2025, there was $1,743 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable future issuances.

In March 2024, we granted 11,739 shares of restricted stock that fully vested in March 2025.

In May 2023, we granted performance-based shares of restricted stock under the LTIP that, subject to the achievement of performance conditions, will fully vest in April 2026. At June 30, 2025, based upon the probability that the performance conditions will be achieved, we determined that 77,873 shares will be issued. At June 30, 2025, there was $545 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable future issuances.

For the three months ended June 30, 2025, and 2024, we recorded total compensation cost from the 2017 and 2021 Plans of $1,056 and $772, respectively. For the six months ended June 30, 2025, and 2024, we recorded total compensation cost from the 2017 and 2021 Plans of $1,692 and $1,264, 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 stock options outstanding as of and for the six months ended June 30, 2025:



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

Outstanding, beginning of year	74,919	$	22.76

Exercised	—	—
Granted	—	—
Forfeited	—	—
Outstanding, vested, and exercisable, end of period	74,919	$	22.76	2.52

At June 30, 2025 and 2024, the intrinsic value of the stock options was $868 and $1,243, respectively.