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 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,:

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.


	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.

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.


	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

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:

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


	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.

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