Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 4, 2024

FIRSTSUN CAPITAL BANCORP

(Exact name of registrant as specified in its charter)

Delaware			333-258176			81-4552413
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

1400 16th Street, Suite 250

Denver, Colorado 80202

(Address of principal executive offices and zip code)

[phone]

(Registrant's telephone number, including area code)

Not applicable

(Former name of former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: none

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01    Entry into a Material Definitive Agreement.

Amendment No. 3 to the Stockholders’ Agreement

FirstSun Capital Bancorp (“FirstSun” or the “Corporation”) is party to a Stockholders’ Agreement with certain of its stockholders dated as of June 19, 2017, as amended. Effective as of January 4, 2024, the Stockholders’ Agreement was amended to, among other things, permit the termination of the Stockholders’ Agreement when the Corporation provides additional liquidity for the stockholders by listing the Corporation’s shares of common stock on a national securities exchange.

For a description of the Stockholders’ Agreement, as amended, see Item 13, “Certain Relationships and Related Transactions, and Director Independence” beginning on page 154 of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2023 (the “Annual Report”) under the heading “—Stockholders’ Agreement,” which description is incorporated herein by reference. The foregoing description of Amendment No. 3 to the Stockholders’ Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a form of which is filed as Exhibit 4.1 of this Current Report on Form 8-K, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

EXHIBIT INDEX

Exhibit Number						Description
4.1						Form of Amendment No. 3 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			FIRSTSUN CAPITAL BANCORP
Date: January 9, 2024			By:			/s/ Robert A. Cafera, Jr.
			Name:			Robert A. Cafera, Jr.
			Title:			Chief Financial Officer

FORM OF AMENDMENT NO. 3 TO STOCKHOLDERS' AGREEMENT

AMENDMENT NO. 3

TO

STOCKHOLDERS’ AGREEMENT

THIS AMENDMENT NO. 3 TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of January 2, 2024, by and among FIRSTSUN CAPITAL BANCORP, a Delaware corporation (the “Corporation”), and the Persons executing the signature pages hereto.

W I T N E S S E T H:

    WHEREAS, the Corporation and the Stockholders entered into that certain Stockholders’ Agreement, dated as of June 19, 2017 (as amended by that certain Amendment No. 1 to the Stockholders’ Agreement dated as of March 14, 2018, and as further amended by that certain Amendment No. 2 to the Stockholders’ Agreement dated as of June 1, 2021, the “Stockholders’ Agreement”);

    WHEREAS, the Corporation and the Stockholders signatory hereto desire to amend the Stockholders’ Agreement to permit the termination of the Stockholders’ Agreement when the Corporation provides additional liquidity for the Stockholders by listing the Corporation’s shares of common stock on a national securities exchange;

WHEREAS, the Corporation and the Stockholders signatory hereto, which constitute Stockholders holding at least two-thirds (2/3) of the shares of Common Stock held by Stockholders at the time of such amendment now desire to amend the Stockholders’ Agreement to effect the modifications thereto contemplated above; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Stockholders’ Agreement.

    NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Stockholders’ Agreement is hereby amended as follows:

1.Amendment to Section 1.01. Section 1.01 of the Stockholders’ Agreement is hereby amended by deleting the definition of “Listing Event” in its entirety and replacing it with the following:

“Listing Event” means the approval of the Corporation’s application to list its Common Stock on the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, or the NYSE American (or any successor exchange to any of the foregoing).

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2.Amendment to Section 6.03. Section 6.03 of the Stockholders’ Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

Section 6.03.    Termination. This Agreement and all rights and obligations hereunder, other than Sections 2.02 (and its related provisions, including Section 2.03) (except, for the avoidance of doubt, as may be modified in accordance with Section 2.08), 2.05, and 2.06, shall terminate automatically and immediately and be of no further force or effect upon the earliest to occur of (a) a Listing Event, (b) an initial Public Offering, (c) a Change of Control and (d) the twenty-fifth (25th) anniversary of the date of this Agreement, and, following an initial Public Offering, all Stockholders, other than JLL, Lightyear III and Aquiline, to the extent they remain Designating Persons pursuant to Section 2.02 (and its related provisions, including Section 2.03), shall no longer be a party to this Agreement. Sections 2.02 (and its related provisions, including Sections 2.03) shall terminate upon the earlier to occur of (i) a Change of Control and (ii) the twenty-fifth (25th) anniversary of the date of this Agreement. Following registration of the Corporation’s Common Stock pursuant to a registration statement on Form S-4, and not pursuant to a Public Offering, any Stockholder that is not a Significant Stockholder may, but is not required to, submit a notice of withdrawal statement in the form attached hereto as Exhibit G (a “Withdrawal Notice”) to the Corporation to formally withdraw as a Stockholder under this Agreement. Upon receipt by the Corporation, such person shall no longer be a Stockholder and shall be entitled to make a request of the Corporation to modify that Person’s stock certificate in accordance with Section 3.02.

3.No Other Amendments. Except as expressly modified or amended hereby, the Stockholders’ Agreement is and shall remain in full force and effect.

4.Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.

5.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Amendment may be by actual or facsimile signature.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 to the Stockholder’s Agreement as of the day and year first set forth above.

                    FIRSTSUN CAPITAL BANCORP

                    By:                     

                    

Name:

                    

Title:

Cover	Jan. 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 04, 2024
Entity Registrant Name	FIRSTSUN CAPITAL BANCORP
Entity Incorporation, State or Country Code	DE
Entity File Number	333-258176
Entity Tax Identification Number	81-4552413
Entity Address, Address Line One	1400 16th Street
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	831-6704
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001709442
Amendment Flag	false

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