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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 10-Q

__________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-42175

__________________________________

FIRSTSUN CAPITAL BANCORP

(Exact name of registrant as specified in its charter)

__________________________________


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

1400 16th Street, Suite 250

Denver, Colorado 80202

(303) 831-6704

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.0001 Par Value

FSUN

Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of November 6, 2025, there were approximately 27,879,811 shares of the registrant’s common stock outstanding.

Table of Contents


			Page
Cautionary Note Regarding Forward-Looking Statements			3
Part I - Financial Information (Unaudited)			5
Item 1. Financial Statements			5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			51
Item 3. Quantitative and Qualitative Disclosures About Market Risk			78
Item 4. Controls and Procedures			79
Part II - Other Information			80
Item 1. Legal Proceedings			80
Item 1A. Risk Factors			80




Item 6. Exhibits			83
Signatures			84

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views with respect to, among other things, statements relating to the Company’s assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short and long-term performance goals, prospects, results of operations, strategic initiatives, the benefits, cost and synergies of completed acquisitions or dispositions, and the timing, benefits, costs and synergies of future acquisitions (including our expectations regarding the expected completion date of our proposed merger with First Foundation), disposition and other growth opportunities. They are not statements of historical or current fact nor are they assurances of future performance, and they generally can be identified by the use of forward-looking terminology, such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond our control and should be viewed with caution.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

•our inability to meet expectations regarding the timing of the proposed First Foundation merger;

•the failure to obtain the necessary approvals by the stockholders of FirstSun or First Foundation for the proposed merger;

•the ability by each of FirstSun and First Foundation to obtain required governmental approvals of the proposed transaction on the timeline expected (which could be affected by government shutdowns), or at all; the failure to satisfy other conditions to completion of the proposed First Foundation merger, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the First Foundation merger agreement;

•the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against FirstSun or First Foundation that relate to the proposed First Foundation merger;

•potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made or other actions taken by the Board of Governors of the Federal Reserve, and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs, and our loan and securities portfolios, as well as cash flow reassessments may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets;

•changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve;

•the potential effects of events beyond our control that may have a destabilizing effect on financial markets, economic growth, customer and client behavior and the economy in general, such as inflation and recessions, epidemics and pandemics, terrorist activities, wars and other foreign conflicts, climate change, deterioration in the global economy, instability in the credit markets, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages, or trade disputes and tariffs including threats thereof, either imposed by the U.S. or other trading partners in retaliation to U.S. tariffs;

•changes in legislation, regulation, policies or administrative practices, whether by judicial, governmental or legislative action and other changes pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection and insurance and the ability to comply with such changes in a timely manner;

•the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technological changes in the financial services market;

•competition from financial institutions and other financial service providers including non-bank financial technology providers and our ability to attract customers from other financial institutions;

•any unanticipated or greater than anticipated adverse conditions in the national or local economies in which we operate;

•our loan concentration in industries or sectors that may experience unanticipated or greater than anticipated adverse conditions than other industries or sectors in the national or local economies in which we operate;

•increased capital requirements, other regulatory requirements or enhanced regulatory supervision;

•cyber-security risks and the vulnerability of our network and online banking portals, and the systems or parties with whom we contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error,

natural disasters, power loss and other security breaches that could adversely affect our business and financial performance or reputation;

•risks with respect to our ability to identify and complete future merger or acquisition opportunities, including our proposed merger with First Foundation, as well as our ability to successfully expand and integrate those businesses and operations that we acquire;

•additional regulatory burdens that may be imposed upon us if our assets become in excess of $10 billion;

•the risks of expansion into new geographic or product markets;

•the inability to manage strategic initiatives and/or organizational changes;

•our ability to attract and retain key employees;

•volatility in the allowance for credit losses resulting from the CECL methodology, either alone or as that may be affected by conditions affecting our business;

•changes in accounting principles, policies, practices or guidelines;

•our reliance on third parties to provide key components of our business infrastructure and services required to operate our business;

•the availability of and access to capital; failures of internal controls and other risk management systems;

•the outcome or results (including judgments, costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) of current or future litigation, legislation, regulatory proceedings, examinations, investigations, or similar matters or developments related thereto, such as potential effects of the federal One Big Beautiful Bill Act on us or our customers;

•losses due to fraudulent or negligent conduct of our customers, third-party service providers or employees; and

•limitations on our ability to declare and pay dividends and other distributions from our bank to our holding company, which could affect our holding company’s liquidity, including its ability to pay dividends to shareholders or take other capital actions.

We caution readers that the foregoing list of factors is not exclusive, is not necessarily in order of importance and readers should not place undue reliance on any forward-looking statements. You should also consider the risks, assumptions and uncertainties set forth under “Item 1.A. Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 7, 2025 (our “2024 Annual Report”) and in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q, as well as any additional factors that might be reported in future filings that we make with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and we do not intend to and disclaim any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, unless required to do so under the federal securities laws.

Part I - Financial Information

Item 1. Financial Statements (Unaudited)

Index to Consolidated Financial Statements


			Page
Consolidated Balance Sheets			6
Consolidated Statements of Income and Comprehensive Income			7
Consolidated Statements of Stockholders' Equity			8
Consolidated Statements of Cash Flows			10
Notes to Consolidated Financial Statements			12
Note 1 - Organization and Basis of Presentation			12

Note 2 - Securities			14
Note 3 - Loans			18
Note 4 - Mortgage Servicing Rights			28
Note 5 - Derivative Financial Instruments			29
Note 6 - Deposits			32

Note 7 - Debt			33
Note 8 - Earnings Per Share			34

Note 9 - Stockholders' Equity			35
Note 10 - Income Taxes			37
Note 11 - Regulatory Capital Matters			38
Note 12 - Fair Value Measurements			39
Note 13 - Segment Information			42
Note 14 - Commitments and Contingencies			47
Note 15 - Lease Commitments			49
Note 1 6 - Subsequent Events			50

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Balance Sheets

As of


	(Unaudited)
(In thousands, except par and share amounts)	September 30, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	659,899	$	615,917
Securities available-for-sale, at fair value	476,114		469,076
Securities held-to-maturity, fair value of $29,705 and $29,563, respectively	34,247		35,242
Loans held-for-sale, at fair value	85,250		61,825
Loans, net of allowance for credit losses of $84,040 and $88,221, respectively	6,597,589		6,288,136
Mortgage servicing rights, at fair value	85,695		84,258
Premises and equipment, net	81,886		82,483
Other real estate owned and foreclosed assets, net	13,418		5,138
Bank-owned life insurance	82,722		81,115
Restricted equity securities	24,765		28,917
Goodwill	93,483		93,483
Core deposits and other intangible assets, net	5,650		7,434
Accrued interest receivable	34,796		32,102
Deferred tax assets, net	35,989		41,195
Prepaid expenses and other assets	183,934		171,066
Total assets	$	8,495,437	$	8,097,387

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing accounts	$	1,674,497	$	1,541,158
Interest-bearing accounts	5,430,918		5,131,102
Total deposits	7,105,415		6,672,260
Securities sold under agreements to repurchase	9,824		14,699
Federal Home Loan Bank advances	—		135,000


Subordinated debt, net	76,163		75,841
Accrued interest payable	8,061		8,705
Accrued expenses and other liabilities	168,461		149,516
Total liabilities	7,367,924		7,056,021

Commitments and contingencies (Note 14)

Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued or outstanding, respectively	—		—
Common stock, $0.0001 par value; 50,000,000 shares authorized; 27,854,764 and 27,709,679 shares issued and outstanding, respectively	3		3
Additional paid-in capital	548,952		547,325

Retained earnings	606,279		533,150
Accumulated other comprehensive loss, net	(27,721)		(39,112)
Total stockholders’ equity	1,127,513		1,041,366
Total liabilities and stockholders’ equity	$	8,495,437	$	8,097,387

The accompanying notes are an integral part of these consolidated financial statements.

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

For the three and nine months ended September 30,

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
(In thousands, except per share amounts)	2025		2024		2025		2024
Interest income:
Interest and fee income on loans:
Taxable	$	104,498	$	104,186	$	302,289	$	302,338
Tax exempt	4,594		4,255		13,600		13,555
Interest and dividend income on securities:
Taxable	4,362		4,767		13,158		14,017
Tax exempt	14		2		21		11
Other interest income	7,660		5,722		19,428		13,580
Total interest income	121,128		118,932		348,496		343,501
Interest expense:
Interest expense on deposits	38,525		39,585		110,104		114,459
Interest expense on securities sold under agreements to repurchase	37		44		110		148
Interest expense on other borrowed funds	1,613		3,145		4,352		9,031
Total interest expense	40,175		42,774		114,566		123,638
Net interest income	80,953		76,158		233,930		219,863
Provision for credit losses	10,100		5,000		18,400		22,700
Net interest income after credit loss expense	70,853		71,158		215,530		197,163
Noninterest income:
Service charges on deposit accounts	2,162		2,560		6,205		7,276
Treasury management service fees	4,402		3,748		12,929		10,847
Credit and debit card fees	2,671		2,738		7,985		8,447
Trust and investment advisory fees	1,536		1,395		4,430		4,351
Income from mortgage banking services, net	12,641		8,838		34,970		29,383

Loss on other real estate owned and foreclosed assets activity, net	(27)		(19)		(27)		(8)

Other noninterest income	2,948		2,815		8,643		7,861
Total noninterest income	26,333		22,075		75,135		68,157
Noninterest expense:
Salary and employee benefits	44,822		39,306		128,304		116,487
Occupancy and equipment	9,591		9,121		28,668		26,417

Amortization and impairment of intangible assets	578		651		1,784		2,118
Terminated merger related expenses	—		1,633		—		5,168
Other noninterest expenses	13,910		13,953		40,977		40,177
Total noninterest expense	68,901		64,664		199,733		190,367
Income before income taxes	28,285		28,569		90,932		74,953
Provision for income taxes	5,111		6,147		17,803		15,675
Net income	$	23,174	$	22,422	$	73,129	$	59,278
Other comprehensive income:
Net unrealized gain on securities available-for-sale	7,935		11,132		11,391		13,018

Other comprehensive income	7,935		11,132		11,391		13,018
Comprehensive income	$	31,109	$	33,554	$	84,520	$	72,296

Earnings per share:
Net income available to common stockholders	$	23,174	$	22,422	$	73,129	$	59,278
Basic	$	0.83	$	0.81	$	2.63	$	2.17
Diluted	$	0.82	$	0.79	$	2.59	$	2.12

The accompanying notes are an integral part of these consolidated financial statements.

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the three months ended September 30,

(Unaudited)


(in thousands, except share amounts)	Issued shares of common stock	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Total stockholders’ equity
2025
Balance, beginning of period	27,834,525	$	3	$	547,950	$	583,105	$	(35,656)	$	1,095,402


Net income	—	—		—		23,174		—		23,174
Other comprehensive income	—	—		—		—		7,935		7,935
Share-based compensation expense, net of forfeitures	—	—		1,243		—		—		1,243

Restricted stock activity, net of forfeitures (See Note 9 - Stockholders’ Equity)	4,802	—		(45)		—		—		(45)
Stock option exercises, net	15,437	—		(196)		—		—		(196)



Balance, end of period	27,854,764	$	3	$	548,952	$	606,279	$	(27,721)	$	1,127,513

2024
Balance, beginning of period	27,443,246	$	3	$	543,339	$	494,378	$	(41,121)	$	996,599


Net income	—	—		—		22,422		—		22,422
Other comprehensive income	—	—		—		—		11,132		11,132
Share-based compensation expense, net of forfeitures	—	—		549		—		—		549
Issuance of common stock, net of issuance costs	—	—		(128)		—		—		(128)
Restricted stock activity, net of forfeitures (See Note 9 - Stockholders’ Equity)	—	—		—		—		—		—
Stock option exercises, net	222,672	—		3,511		—		—		3,511



Balance, end of period	27,665,918	$	3	$	547,271	$	516,800	$	(29,989)	$	1,034,085

The accompanying notes are an integral part of these consolidated financial statements.

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the nine months ended September 30,

(Unaudited)


(in thousands, except share amounts)	Issued shares of common stock	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Total stockholders’ equity
2025
Balance, beginning of period	27,709,679	$	3	$	547,325	$	533,150	$	(39,112)	$	1,041,366


Net income	—	—		—		73,129		—		73,129
Other comprehensive income	—	—		—		—		11,391		11,391
Share-based compensation expense, net of forfeitures	—	—		2,935		—		—		2,935

Restricted stock activity, net of forfeitures (See Note 9 - Stockholders’ Equity)	75,831	—		(524)		—		—		(524)
Stock option exercises, net	69,254	—		(784)		—		—		(784)



Balance, end of period	27,854,764	$	3	$	548,952	$	606,279	$	(27,721)	$	1,127,513

2024
Balance, beginning of period	24,960,639	$	2	$	462,680	$	457,522	$	(43,007)	$	877,197


Net income	—	—		—		59,278		—		59,278
Other comprehensive income	—	—		—		—		13,018		13,018
Share-based compensation expense, net of forfeitures	—	—		1,813		—		—		1,813
Issuance of common stock, net of issuance costs	2,461,538	1		79,355		—		—		79,356
Restricted stock activity, net of forfeitures (See Note 9 - Stockholders’ Equity)	10,998	—		—		—		—		—
Stock option exercises, net	232,743	—		3,423		—		—		3,423



Balance, end of period	27,665,918	$	3	$	547,271	$	516,800	$	(29,989)	$	1,034,085

The accompanying notes are an integral part of these consolidated financial statements.

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Cash Flows

For the nine months ended September 30,

(Unaudited)


(In thousands)	2025		2024
Cash flows from operating activities:
Net income	$	73,129	$	59,278
Adjustments to reconcile income to net cash provided by operating activities:
Provision for credit losses	18,400		22,700
Depreciation and amortization on premises and equipment	6,170		5,441
Deferred tax expense	6,618		2,531
Amortization of net premium on securities	401		552
Accretion of net discount on acquired loans	(976)		(2,036)
Net change in deferred loan origination fees and costs	3,899		8
Amortization of core deposits and other intangible assets	1,784		2,118


Amortization of premium on acquired deposits	(54)		(300)
Accretion of discount on subordinated debt	211		287
Amortization of issuance costs on subordinated debt	110		110


Increase in cash surrender value of bank-owned life insurance	(1,607)		(1,457)

Impairment of other real estate owned and foreclosed assets	672		53
Federal Home Loan Bank stock dividends	(478)		(560)
Share-based compensation expense	2,935		1,813
Decrease in fair value of mortgage servicing rights	9,111		6,687


Net loss on disposal of premises and equipment	180		21
Net loss on other real estate owned and foreclosed assets activity	27		8

Net gain on sales of loans held-for-sale	(7,723)		(5,300)
Origination of loans held-for-sale	(1,017,631)		(502,485)
Proceeds from sales of loans held-for-sale	991,380		482,741

Changes in operating assets and liabilities:
Lease right-of-use assets	(160)		(234)
Accrued interest receivable	(2,694)		1,388


Prepaid expenses and other assets	24,143		6,889
Accrued interest payable	(644)		(4,562)
Accrued expenses and other liabilities	(11,370)		20,467
Deferred tax assets	(5,100)		—
Net cash provided by operating activities	$	90,733	$	96,158

The accompanying notes are an integral part of these consolidated financial statements.

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Cash Flows (continued)

For the nine months ended September 30,

(Unaudited)


(In thousands)	2025		2024
Cash flows from operating activities: (previous page)	$	90,733	$	96,158

Cash flows from investing activities:


Proceeds from maturities of held-to-maturity securities	1,092		1,182
Purchases of available-for-sale securities	(21,595)		(5,584)
Proceeds from paydowns, sales or maturities of available-for-sale securities	29,143		42,642
Loan originations, net of repayments	(340,654)		(198,011)


Purchases of premises and equipment	(5,753)		(3,151)


Proceeds from sales of other real estate owned and foreclosed assets	249		324

Proceeds from bank-owned life insurance	—		725
Purchases of restricted equity securities	(661)		(44,037)
Proceeds from the sale or redemption of restricted equity securities	5,289		50,275
Purchase of other investments	(6,585)		(17,490)
Proceeds from the sale or redemption of other investments	698		671
Net cash used in investing activities	(338,777)		(172,454)

Cash flows from financing activities:
Net change in deposits	433,209		276,077
Net change in securities sold under agreements to repurchase	(4,875)		(13,780)
Proceeds from Federal Home Loan Bank advances	293,000		4,015,410
Repayments of Federal Home Loan Bank advances	(428,000)		(4,189,878)





Proceeds from issuance of common stock, net of issuance costs and taxes paid on cashless exercise of equity awards	(1,308)		82,779


Net cash provided by financing activities	292,026		170,608
Net increase in cash and cash equivalents	43,982		94,312
Cash and cash equivalents, beginning of period	615,917		479,362
Cash and cash equivalents, end of period	$	659,899	$	573,674

Supplemental disclosures of cash flow information:
Interest paid on deposits	$	110,941	$	118,615
Interest paid on borrowed funds	$	4,370	$	9,322
Cash paid for income taxes, net	$	12,180	$	5,611
Non-cash investing and financing activities:


Net change in unrealized gain (loss) on available-for-sale securities	$	15,079	$	17,232
Loan charge-offs	$	23,839	$	21,608

Loans transferred to other real estate owned and foreclosed assets	$	9,228	$	764

Mortgage servicing rights resulting from sale or securitization of mortgage loans	$	10,548	$	8,785

The accompanying notes are an integral part of these consolidated financial statements.

FIRSTSUN CAPITAL BANCORP and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

($ in thousands, except share and per share amounts)

NOTE 1 - Organization and Basis of Presentation

Nature of Operations - The consolidated financial statements include the accounts of FirstSun Capital Bancorp (“FirstSun” or “Parent Company”) and its wholly-owned subsidiaries, Sunflower Bank, N.A. (the “Bank” or “Sunflower Bank”), Sunflower Wealth Advisors, LLC (“SWA”), and FEIF Capital Partners, LLC, and have been prepared using U.S. generally accepted accounting principles (“U.S. GAAP”) and prevailing practices in the banking industry. All significant intercompany balances and transactions have been eliminated. These entities are collectively referred to as “our”, “us”, “we”, or “the Company”.

These consolidated financial statements in this Quarterly Report on Form 10-Q do not include all of the information and footnotes required by U.S. GAAP for a full year presentation and certain disclosures have been condensed or omitted in accordance with rules and regulations of the SEC. These interim financial statements are unaudited, and include, in our opinion, all adjustments necessary for a fair statement of the results for the periods indicated, which are not necessarily indicative of results which may be expected for the full year. These unaudited consolidated financial statements and notes should be read in conjunction with FirstSun’s audited consolidated financial statements and footnotes thereto for the year ended December 31, 2024, included in our 2024 Annual Report.

Use of Estimates - The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions based on available information. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

These estimates are based on historical experience and on various assumptions about the future that are believed to be reasonable based on all available information. Our reported financial position or results of operations may be materially different under changed conditions or when using different estimates and assumptions, particularly with respect to critical accounting policies. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information.

Reclassifications - Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior years net income or stockholders’ equity.

Accounting Pronouncements Recently Adopted - As an “emerging growth company” under Section 107 of the JOBS Act, we can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, we can delay the adoption of certain accounting standards until those standards would otherwise apply to non-public business entities. We intend to take advantage of the benefits of this extended transition period for an “emerging growth company” for as long as it is available to us. For standards that we have delayed adoption, we may lack comparability to other companies who have adopted such standards.

In November of 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. We adopted the amendments in this ASU on January 1, 2024. A description of each business and the methodologies used to measure financial performance is described in Note 13 - Segment Information and in our 2024 Annual Report.

Recent Accounting Pronouncements Not Yet Adopted - ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. ASU 2023-09 is effective for us on January 1, 2026; however early adoption is permitted. ASU 2023-09 is not expected to have a significant impact on our financial statements.

ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for us, on a prospective basis, for annual periods beginning January 1, 2027, and interim periods within fiscal years beginning January 1, 2028, though early adoption and retrospective application is permitted. ASU 2024-03 is not expected to have a significant impact on our financial statements.

ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 applies to current contract assets arising from transactions accounted for under ASC Topic 606 - Revenue from Contracts with Customers by reducing the cost and complexity of applying the current expected credit loss model to short-term receivables or contract assets when the benefits of detail forecasting may be minimal. Under the practical expedient election entities can assume that current conditions as of the balance sheet date do not change for the remaining life of the asset ASU 2025-05 will be effective for us in 2026 and is not expected to have a significant impact on our financial statements.

ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” ASU 2025-06 modernizes the internal-use software accounting model by eliminating the “stage-of-development” framework and instead establishing two key criteria for capitalization: (1) management has authorized and committed funding for the project; and (2) it is probable that the project will be completed and the software will be used as intended, with no significant unresolved development uncertainties. ASU 2025-06 will be effective for us in 2028 and is not expected to have a significant impact on our financial statements.

NOTE 2 - Securities

The amortized cost, gross unrealized gains and losses, and fair values of available-for-sale and held-to-maturity debt securities by type follows as of:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
September 30, 2025
Available-for-sale:
U.S. treasury	$	35,179	$	—	$	(2,128)	$	33,051
U.S. agency	543		—		(6)		537
Obligations of states and political subdivisions	29,518		46		(1,668)		27,896
Mortgage backed - residential	110,315		337		(11,161)		99,491
Collateralized mortgage obligations	169,057		—		(14,932)		154,125
Mortgage backed - commercial	152,448		1,165		(8,834)		144,779
Other debt	15,749		486		—		16,235
Total available-for-sale	$	512,809	$	2,034	$	(38,729)	$	476,114
Held-to-maturity:


Obligations of states and political subdivisions	$	25,845	$	1	$	(4,062)	$	21,784
Mortgage backed - residential	5,762		1		(362)		5,401
Collateralized mortgage obligations	2,640		—		(120)		2,520


Total held-to-maturity	$	34,247	$	2	$	(4,544)	$	29,705
December 31, 2024
Available-for-sale:
U.S. treasury	$	35,224	$	—	$	(3,494)	$	31,730
U.S. agency	665		—		(9)		656
Obligations of states and political subdivisions	27,709		31		(2,041)		25,699
Mortgage backed - residential	111,038		128		(14,887)		96,279
Collateralized mortgage obligations	183,718		3		(19,374)		164,347
Mortgage backed - commercial	147,374		357		(12,904)		134,827
Other debt	15,122		416		—		15,538
Total available-for-sale	$	520,850	$	935	$	(52,709)	$	469,076
Held-to-maturity:


Obligations of states and political subdivisions	$	25,713	$	—	$	(4,899)	$	20,814
Mortgage backed - residential	6,373		1		(576)		5,798
Collateralized mortgage obligations	3,156		—		(205)		2,951


Total held-to-maturity	$	35,242	$	1	$	(5,680)	$	29,563

There was no allowance for credit losses related to our investment securities as of September 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

Fair value and unrealized losses on debt securities by type and length of time in a continuous unrealized loss position without an allowance for credit losses were as follows:


	Less than 12 months				12 months or longer				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Number of Securities
September 30, 2025
Available-for-sale:
U.S. treasury	$	—	$	—	$	33,051	$	(2,128)	$	33,051	$	(2,128)	4
U.S. agency	—		—		536		(6)		536		(6)		4
Obligations of states and political subdivisions	—		—		23,559		(1,668)		23,559		(1,668)		17
Mortgage backed - residential	1,523		(6)		81,549		(11,155)		83,072		(11,161)		82
Collateralized mortgage obligations	9,692		(18)		143,403		(14,914)		153,095		(14,932)		59
Mortgage backed - commercial	—		—		110,677		(8,834)		110,677		(8,834)		21

Total available-for-sale	$	11,215	$	(24)	$	392,775	$	(38,705)	$	403,990	$	(38,729)	187
Held-to-maturity:


Obligations of states and political subdivisions	$	—	$	—	$	21,455	$	(4,062)	$	21,455	$	(4,062)	8
Mortgage backed - residential	—		—		5,337		(362)		5,337		(362)		10
Collateralized mortgage obligations	—		—		2,520		(120)		2,520		(120)		5


Total held-to-maturity	$	—	$	—	$	29,312	$	(4,544)	$	29,312	$	(4,544)	23


	Less than 12 months				12 months or longer				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Number of Securities
December 31, 2024
Available-for-sale:
U.S. treasury	$	—	$	—	$	31,730	$	(3,494)	$	31,730	$	(3,494)	4
U.S. agency	—		—		656		(9)		656		(9)		7
Obligations of states and political subdivisions	—		—		22,253		(2,041)		22,253		(2,041)		17
Mortgage backed - residential	3,788		(49)		86,626		(14,838)		90,414		(14,887)		81
Collateralized mortgage obligations	10,785		(12)		146,740		(19,362)		157,525		(19,374)		62
Mortgage backed - commercial	1,705		(51)		112,801		(12,853)		114,506		(12,904)		23

Total available-for-sale	$	16,278	$	(112)	$	400,806	$	(52,597)	$	417,084	$	(52,709)	194
Held-to-maturity:


Obligations of states and political subdivisions	$	329	$	—	$	20,485	$	(4,899)	$	20,814	$	(4,899)	9
Mortgage backed - residential	—		—		5,703		(576)		5,703		(576)		10
Collateralized mortgage obligations	—		—		2,951		(205)		2,951		(205)		5


Total held-to-maturity	$	329	$	—	$	29,139	$	(5,680)	$	29,468	$	(5,680)	24

We do not consider the unrealized losses to be credit-related, as these unrealized losses primarily relate to changes in interest rates and market spreads subsequent to purchase. We do not have plans to sell any of the available-for-sale debt securities with unrealized losses as of September 30, 2025, and we believe it is more likely than not that we would not be required to sell such available-for-sale debt securities before recovery of their amortized cost.

We continue to monitor unrealized loss positions for potential credit impairments. During the three and nine months ended September 30, 2025 and 2024, there were no credit impairments related to our investment securities.

The amortized cost and fair value of our debt securities by contractual maturity as of September 30, 2025 are summarized in the following table. Maturities are based on the final contractual payment dates and do not reflect the impact of prepayments or earlier redemptions that may occur.


	Amortized Cost		Estimated Fair Value
Available-for-sale:
Due within 1 year	$	304	$	303
Due after 1 year through 5 years	112,450		109,468
Due after 5 years through 10 years	123,559		116,312
Due after 10 years	276,496		250,031
Total available-for-sale	$	512,809	$	476,114
Held-to-maturity:
Due within 1 year	$	659	$	655
Due after 1 year through 5 years	426		427
Due after 5 years through 10 years	3,513		3,328
Due after 10 years	29,649		25,295
Total held-to-maturity	$	34,247	$	29,705

Securities with a carrying value of $373,325 and $460,387 were pledged to secure public deposits, securities sold under agreements to repurchase, and borrowed funds at September 30, 2025 and December 31, 2024, respectively.

Available-for-sale debt securities with a carrying value of $38,937 and $37,749 were designated in fair value hedges at September 30, 2025 and December 31, 2024, respectively. See Note 5 - Derivative Financial Instruments for further information.

There were no proceeds from sales and calls of securities for the three months ended September 30, 2025. There were $946 proceeds from sales and calls of securities for the nine months ended September 30, 2025. There were no proceeds from sales and calls of securities for the three and nine months ended September 30, 2024.

NOTE 3 - Loans

Loans held-for-investment by portfolio type1 consist of the following as of:


	September 30, 2025		December 31, 2024
Commercial and industrial	$	2,945,697	$	2,627,591
Commercial real estate:
Non-owner occupied	725,425		752,628
Owner occupied	668,172		700,867
Construction and land	343,803		362,677
Multifamily	183,504		94,355
Total commercial real estate	1,920,904		1,910,527
Residential real estate	1,209,742		1,180,610
Public finance	516,247		554,784
Consumer	38,931		41,144
Other	50,108		61,701
Total loans	$	6,681,629	$	6,376,357
Allowance for credit losses	(84,040)		(88,221)
Loans, net of allowance for credit losses	$	6,597,589	$	6,288,136

As of September 30, 2025 and December 31, 2024, we had net deferred fees, costs, premiums and discounts of $13,161 and $10,222, respectively, on our loan portfolio.

Accrued interest receivable on loans totaled $32,055 and $29,971 at September 30, 2025 and December 31, 2024, respectively, and is included in accrued interest receivable in the accompanying consolidated balance sheets.

The following table presents the activity in the allowance for credit losses by portfolio type for the three months ended September 30,:


	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Public Finance		Consumer		Other		Total
2025
Allowance for credit losses:
Balance, beginning of period	$	37,802	$	25,481	$	15,249	$	3,203	$	804	$	454	$	82,993

Provision (benefit) for credit losses	9,409		1,153		(444)		(79)		(99)		160		10,100
Loans charged off	(9,025)		—		(66)		(242)		(97)		—		(9,430)
Recoveries	260		11		51		—		55		—		377
Balance, end of period	$	38,446	$	26,645	$	14,790	$	2,882	$	663	$	614	$	84,040
2024
Allowance for credit losses:
Balance, beginning of period	$	26,052	$	29,919	$	15,982	$	5,921	$	666	$	420	$	78,960

Provision (benefit) for credit losses	9,014		(552)		(1,369)		(1,663)		117		53		5,600
Loans charged off	(1,116)		(474)		—		—		(52)		—		(1,642)
Recoveries	206		4		—		—		31		—		241
Balance, end of period	$	34,156	$	28,897	$	14,613	$	4,258	$	762	$	473	$	83,159

1 Loans to nondepository financial institutions are included within commercial and industrial. Prior period amounts have been reclassified to conform to the current presentation.

The following table presents the activity in the allowance for credit losses by portfolio type for the nine months ended September 30,:


	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Public Finance		Consumer		Other		Total
2025
Allowance for credit losses:
Balance, beginning of period	$	38,489	$	28,323	$	15,450	$	4,750	$	750	$	459	$	88,221

Provision (benefit) for credit losses	20,333		(1,689)		(668)		54		122		898		19,050
Loans charged-off	(20,757)		—		(66)		(1,922)		(351)		(743)		(23,839)
Recoveries	381		11		74		—		142		—		608
Balance, end of period	$	38,446	$	26,645	$	14,790	$	2,882	$	663	$	614	$	84,040
2024
Allowance for credit losses:
Balance, beginning of period	$	29,830	$	27,546	$	16,345	$	5,337	$	717	$	623	$	80,398

Provision (benefit) for credit losses	24,402		1,816		(1,702)		(1,079)		313		(150)		23,600
Loans charged-off	(20,743)		(474)		(38)		—		(353)		—		(21,608)
Recoveries	667		9		8		—		85		—		769
Balance, end of period	$	34,156	$	28,897	$	14,613	$	4,258	$	762	$	473	$	83,159

We determine the allowance for credit losses estimate on at least a quarterly basis.

As of September 30, 2025 and December 31, 2024, we had an allowance for credit losses on unfunded commitments of $1,009 and $1,659, respectively. For the three months ended September 30, 2025 we did not record a provision for credit losses on unfunded commitments. For the three months ended September 30, 2024 we recorded a benefit for credit losses on unfunded commitments of $600. For the nine months ended September 30, 2025 and 2024 we recorded a benefit for credit losses on unfunded commitments of $650 and $900, respectively.

The following table presents our loan portfolio aging analysis as of:


	Loans Not Past Due		Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans Greater than 90 Days Past Due, Still Accruing		Nonaccrual		Total
September 30, 2025
Commercial and industrial	$	2,892,612	$	8,850	$	—	$	—	$	44,235	$	2,945,697
Commercial real estate:
Non-owner occupied	720,987		222		—		—		4,216		725,425
Owner occupied	665,222		795		—		—		2,155		668,172
Construction and land	343,803		—		—		—		—		343,803
Multifamily	181,899		—		—		—		1,605		183,504
Total commercial real estate	1,911,911		1,017		—		—		7,976		1,920,904
Residential real estate	1,188,409		1,238		2,743		13		17,339		1,209,742
Public Finance	516,247		—		—		—		—		516,247
Consumer	38,850		3		—		—		78		38,931
Other	50,108		—		—		—		—		50,108
Total loans	$	6,598,137	$	11,108	$	2,743	$	13	$	69,628	$	6,681,629
December 31, 2024
Commercial and industrial	$	2,592,274	$	6,331	$	672	$	—	$	28,314	$	2,627,591
Commercial real estate:
Non-owner occupied	748,004		274		—		—		4,350		752,628
Owner occupied	695,733		1,856		—		—		3,278		700,867
Construction and land	362,677		—		—		—		—		362,677
Multifamily	92,681		—		—		—		1,674		94,355
Total commercial real estate	1,899,095		2,130		—		—		9,302		1,910,527
Residential real estate	1,140,193		17,065		3,117		15		20,220		1,180,610
Public Finance	547,558		—		—		—		7,226		554,784
Consumer	41,044		36		—		—		64		41,144
Other	50,248		7,156		388		1,518		2,391		61,701
Total loans	$	6,270,412	$	32,718	$	4,177	$	1,533	$	67,517	$	6,376,357

Interest income recorded on nonperforming loans was not material for the three and nine months ended September 30, 2025 and 2024.

Credit risk monitoring and management is a continuous process to manage the quality of the loan portfolio. We segment loans into risk categories based on relevant borrower risk profile information, including the ability of borrowers to service their debt based on current financial information, historical payment experience, credit documentation, public information and current economic trends among other factors. The risk rating system is used as a tool to analyze and monitor movements in loan portfolio quality.

Risk ratings meeting an internally specified exposure threshold are updated annually, or more frequently upon the occurrence of a circumstance that affects the credit risk of the loan. We use the following definitions for risk ratings:

Pass – Loans classified as Pass have a well-defined primary source of repayment, an acceptable financial position profile (including capitalization), profitability and minimal operating risk.

Pass/Watch – Pass/Watch loans require close attention by bank management and enhanced monitoring due to quantitative or qualitative concerns linked to adverse trends or near-term uncertainty. A covenant default or other type of requirement shortfall may have arisen subsequent to a loan's booking or borrower now shows signs of weakness in the overall base of confirmable financial resources available to repay the loan. However, overall financial capacity & performance are considered sufficient to support an expectation of continued payment performance and / or mitigating factors exist that are expected to limit the risk of near term default and loss.

Special Mention – Special Mention loans have identified potential weaknesses that are of sufficient materiality to require management’s (persistent) close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the bank's credit position under normal business operations. Special Mention loans contain greater than acceptable risk to warrant increases in credit exposure and are thus considered “criticized”, non-pass rated credits. They may contain weaknesses (that have arisen due to deteriorating conditions since origination) and / or underwriting exceptions that are not currently offset by mitigating factors. However, these weaknesses, while sufficient to constitute significantly elevated credit risk, are not sufficient to support a conclusion that the liquidation of the debt is in significant jeopardy.

Substandard - Accruing – Substandard - Accruing loans are inadequately protected by the current sound net worth and paying capacity of the obligor(s). Loans classified as Substandard - Accruing possess one or more well-defined weaknesses that are expected to jeopardize their liquidation but the weaknesses have not progressed to a point where recent late payments on the loan have become more than 90 days past due. These loans are characterized by the distinct possibility that the bank may sustain up to a moderate but not significant level of loss if such weaknesses are not corrected. Losses for Substandard - Accruing loans are moderated by the lower likelihood of ultimate default and the existence of relatively favorable secondary repayment protection. These loans are considered “nonperforming”.

Substandard - Nonaccrual – Substandard - Nonaccrual loans are inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged, if any. Loans classified as Substandard - Nonaccrual possess material, well-defined weaknesses that are expected to jeopardize their liquidation and have progressed to a point where consistently late payments on the loan have become more than 90 or more days past due. These loans are characterized by the distinct possibility that the bank may sustain a material level of loss if such weaknesses are not corrected. Losses for Substandard - Nonaccrual loans are prone to being elevated based on the strong likelihood of the loan remaining in payment default and an undesirable level of secondary repayment protection. These loans are considered “nonperforming”.

Doubtful – Loans classified as Doubtful possess all of the weaknesses inherent in loans classified as Substandard - Nonaccrual with the added characteristic that the weaknesses make collection or liquidation in full highly questionable or improbable based on currently existing facts, conditions and values. A high probability of substantial loss or possible total loss exists. Loans rated as doubtful are not rated as loss because certain events may occur that could salvage at least a portion of the debt. These events include injections of capital, additions of pledged collateral or possible mezzanine debt refinancing options. However, without the occurrence of such events, total loss may be possible. No definite repayment schedule exists for these loans. The Doubtful grade is a temporary grade. If a near term recovery of a portion of the loan balance is indeterminable or unlikely to occur, the remaining balance of the loan should be written off and possible future recoveries may partially offset the full write-off of the loan. These loans are considered “nonperforming”.

Loss – Loans classified as Loss are defaulted loans with limited or immaterial recovery prospects. No loan that has not yet defaulted should be classified at this grade level. This rating level tends to be very short lived as the full balance of the loan tends to be fully written off nearly immediately after a change to this rating level. These loans are considered “nonperforming”.

The following table presents the amortized cost by segment of loans by risk category and origination date as of September 30, 2025 and gross charge-offs by origination date for the nine months ended September 30, 2025:


	2025		2024		2023		2022		2021		Prior		Revolving Loans Converted to Term		Revolving		Total
Commercial and industrial:
Pass	$	648,310	$	342,933	$	201,418	$	173,090	$	140,914	$	89,730	$	48,247	$	1,035,257	$	2,679,899
Pass/Watch	1,190		17,436		2,093		33,248		1,030		2,014		200		9,020		66,231
Special Mention	—		14,693		16,837		23,175		3,409		336		16,951		11,796		87,197
Substandard - Accruing	1,560		1,133		20,434		9,628		13,993		4,119		1,303		15,965		68,135
Substandard - Nonaccrual	—		—		822		11,457		1,545		3,644		16,777		245		34,490
Doubtful	—		—		—		9,168		—		174		—		403		9,745

Total commercial and industrial	$	651,060	$	376,195	$	241,604	$	259,766	$	160,891	$	100,017	$	83,478	$	1,072,686	$	2,945,697
Gross charge-offs	$	—	$	—	$	1,765	$	13,812	$	83	$	1,219	$	2,688	$	1,190	$	20,757

Commercial real estate:
Non-owner occupied:
Pass	$	123,715	$	37,861	$	58,799	$	90,738	$	106,289	$	229,190	$	7,637	$	19,284	$	673,513
Pass/Watch	—		—		—		1,248		26,892		7,095		—		12,239		47,474

Substandard - Accruing	—		—		—		—		—		222		—		—		222
Substandard - Nonaccrual	—		—		—		—		—		4,216		—		—		4,216


Total non-owner occupied	$	123,715	$	37,861	$	58,799	$	91,986	$	133,181	$	240,723	$	7,637	$	31,523	$	725,425
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Owner occupied:
Pass	$	36,516	$	47,701	$	70,632	$	30,738	$	81,209	$	231,522	$	34,206	$	13,437	$	545,961
Pass/Watch	—		54,658		2,598		11,339		5,336		16,365		—		—		90,296
Special Mention	—		—		1,891		1,752		—		2,652		—		—		6,295
Substandard - Accruing	—		—		9,591		854		396		12,624		—		—		23,465
Substandard - Nonaccrual	—		—		—		—		1,104		1,051		—		—		2,155


Total owner occupied	$	36,516	$	102,359	$	84,712	$	44,683	$	88,045	$	264,214	$	34,206	$	13,437	$	668,172
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Construction & land:
Pass	$	12,859	$	45,605	$	81,876	$	77,048	$	6,560	$	8,053	$	15,102	$	14,234	$	261,337
Pass/Watch	1,146		1,056		4,537		46,108		—		—		—		—		52,847
Special Mention	—		1,849		2,904		24,866		—		—		—		—		29,619




Total construction & land	$	14,005	$	48,510	$	89,317	$	148,022	$	6,560	$	8,053	$	15,102	$	14,234	$	343,803
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Multifamily:
Pass	$	35,215	$	7,613	$	1,317	$	86,004	$	29,811	$	8,700	$	10,483	$	—	$	179,143
Pass/Watch	—		—		—		—		—		885		—		—		885
Special Mention	—		—		—		—		1,871		—		—		—		1,871

Substandard - Nonaccrual	—		—		—		1,605		—		—		—		—		1,605


Total multifamily	$	35,215	$	7,613	$	1,317	$	87,609	$	31,682	$	9,585	$	10,483	$	—	$	183,504
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


	2025		2024		2023		2022		2021		Prior		Revolving Loans Converted to Term		Revolving		Total
Total commercial real estate:
Pass	$	208,305	$	138,780	$	212,624	$	284,528	$	223,869	$	477,465	$	67,428	$	46,955	$	1,659,954
Pass/Watch	1,146		55,714		7,135		58,695		32,228		24,345		—		12,239		191,502
Special Mention	—		1,849		4,795		26,618		1,871		2,652		—		—		37,785
Substandard - Accruing	—		—		9,591		854		396		12,846		—		—		23,687
Substandard - Nonaccrual	—		—		—		1,605		1,104		5,267		—		—		7,976


Total commercial real estate:	$	209,451	$	196,343	$	234,145	$	372,300	$	259,468	$	522,575	$	67,428	$	59,194	$	1,920,904
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential real estate:
Pass	$	115,751	$	134,345	$	109,324	$	513,534	$	102,240	$	162,355	$	2,938	$	15,043	$	1,155,530
Pass/Watch	5,066		2,773		3,256		7,378		5,918		7,149		57		—		31,597
Special Mention	2,176		431		1,493		629		—		428		—		—		5,157
Substandard - Accruing	—		—		—		—		—		119		—		—		119
Substandard - Nonaccrual	—		569		—		9,322		359		6,940		123		26		17,339


Total residential real estate	$	122,993	$	138,118	$	114,073	$	530,863	$	108,517	$	176,991	$	3,118	$	15,069	$	1,209,742
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	66	$	—	$	—	$	66

Public Finance:
Pass	$	6,727	$	30,477	$	6,068	$	—	$	42,083	$	430,892	$	—	$	—	$	516,247






Total public finance	$	6,727	$	30,477	$	6,068	$	—	$	42,083	$	430,892	$	—	$	—	$	516,247
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	1,922	$	—	$	—	$	1,922

Consumer:
Pass	$	5,367	$	2,526	$	966	$	874	$	3,103	$	10,019	$	60	$	15,222	$	38,137
Pass/Watch	28		—		3		6		104		522		2		51		716


Substandard - Nonaccrual	—		8		—		—		2		68		—		—		78


Total consumer	$	5,395	$	2,534	$	969	$	880	$	3,209	$	10,609	$	62	$	15,273	$	38,931
Gross charge-offs	$	—	$	—	$	16	$	58	$	42	$	109	$	3	$	123	$	351

Other:
Pass	$	8,617	$	2,919	$	—	$	7,322	$	9,433	$	6,546	$	8	$	14,462	$	49,307
Pass/Watch	—		—		—		—		801		—		—		—		801





Total other	$	8,617	$	2,919	$	—	$	7,322	$	10,234	$	6,546	$	8	$	14,462	$	50,108
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	743	$	—	$	—	$	743

Total loans:
Pass	$	993,077	$	651,980	$	530,400	$	979,348	$	521,642	$	1,177,007	$	118,681	$	1,126,939	$	6,099,074
Pass/Watch	7,430		75,923		12,487		99,327		40,081		34,030		259		21,310		290,847
Special Mention	2,176		16,973		23,125		50,422		5,280		3,416		16,951		11,796		130,139
Substandard - Accruing	1,560		1,133		30,025		10,482		14,389		17,084		1,303		15,965		91,941
Substandard - Nonaccrual	—		577		822		22,384		3,010		15,919		16,900		271		59,883
Doubtful	—		—		—		9,168		—		174		—		403		9,745

Total loans	$	1,004,243	$	746,586	$	596,859	$	1,171,131	$	584,402	$	1,247,630	$	154,094	$	1,176,684	$	6,681,629
Gross charge-offs	$	—	$	—	$	1,781	$	13,870	$	125	$	4,059	$	2,691	$	1,313	$	23,839

The following table presents the amortized cost by segment of loans by risk category and origination date as of December 31, 2024 and gross charge-offs by origination date for the year ended December 31, 2024:


	2024		2023		2022		2021		2020		Prior		Revolving Loans Converted to Term		Revolving		Total
Commercial and industrial:
Pass	$	515,836	$	269,395	$	257,423	$	221,972	$	67,636	$	48,713	$	76,821	$	912,809	$	2,370,605
Pass/Watch	1,469		17,131		29,927		19,200		4,373		2,343		322		19,994		94,759
Special Mention	277		13,796		22,630		3,740		345		664		1,901		3,772		47,125
Substandard - Accruing	928		6,359		27,244		22,543		2,862		3,236		6,339		17,277		86,788
Substandard - Nonaccrual	—		2,235		12,689		4,100		2,895		2,459		1,584		1,707		27,669
Doubtful	—		—		—		—		415		—		230		—		645

Total commercial and industrial	$	518,510	$	308,916	$	349,913	$	271,555	$	78,526	$	57,415	$	87,197	$	955,559	$	2,627,591
Gross charge-offs	$	—	$	—	$	—	$	19,720	$	269	$	2	$	630	$	122	$	20,743

Commercial real estate:
Non-owner occupied:
Pass	$	40,289	$	62,077	$	101,213	$	125,983	$	137,151	$	190,617	$	7,919	$	20,030	$	685,279
Pass/Watch	—		—		1,305		23,343		851		6,016		—		17,386		48,901
Special Mention	—		—		—		5,953		—		—		—		—		5,953
Substandard - Accruing	—		2,711		—		—		542		3,399		1,493		—		8,145
Substandard - Nonaccrual	—		—		—		—		—		4,350		—		—		4,350


Total non-owner occupied	$	40,289	$	64,788	$	102,518	$	155,279	$	138,544	$	204,382	$	9,412	$	37,416	$	752,628
Gross charge-offs	$	—	$	—	$	—	$	—	$	270	$	11	$	—	$	—	$	281

Owner occupied:
Pass	$	102,994	$	78,583	$	63,861	$	88,399	$	90,033	$	177,733	$	21,049	$	4,386	$	627,038
Pass/Watch	—		13,933		875		5,515		19,266		3,773		—		—		43,362
Special Mention	—		—		2,268		407		1,870		6,836		—		—		11,381
Substandard - Accruing	—		577		446		—		2,516		12,269		—		—		15,808
Substandard - Nonaccrual	—		—		—		1,167		—		2,111		—		—		3,278


Total owner occupied	$	102,994	$	93,093	$	67,450	$	95,488	$	113,685	$	202,722	$	21,049	$	4,386	$	700,867
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	194	$	—	$	—	$	194

Construction & land:
Pass	$	15,602	$	54,903	$	199,051	$	6,749	$	3,745	$	4,414	$	3,436	$	29,998	$	317,898
Pass/Watch	—		—		3,351		—		—		15		—		—		3,366
Special Mention	—		—		41,413		—		—		—		—		—		41,413




Total construction & land	$	15,602	$	54,903	$	243,815	$	6,749	$	3,745	$	4,429	$	3,436	$	29,998	$	362,677
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Multifamily:
Pass	$	4,408	$	1,338	$	36,156	$	32,878	$	4,866	$	7,502	$	5,533	$	—	$	92,681



Substandard - Nonaccrual	—		—		1,674		—		—		—		—		—		1,674


Total multifamily	$	4,408	$	1,338	$	37,830	$	32,878	$	4,866	$	7,502	$	5,533	$	—	$	94,355
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


	2024		2023		2022		2021		2020		Prior		Revolving Loans Converted to Term		Revolving		Total
Total commercial real estate:
Pass	$	163,293	$	196,901	$	400,281	$	254,009	$	235,795	$	380,266	$	37,937	$	54,414	$	1,722,896
Pass/Watch	—		13,933		5,531		28,858		20,117		9,804		—		17,386		95,629
Special Mention	—		—		43,681		6,360		1,870		6,836		—		—		58,747
Substandard - Accruing	—		3,288		446		—		3,058		15,668		1,493		—		23,953
Substandard - Nonaccrual	—		—		1,674		1,167		—		6,461		—		—		9,302


Total commercial real estate:	$	163,293	$	214,122	$	451,613	$	290,394	$	260,840	$	419,035	$	39,430	$	71,800	$	1,910,527
Gross charge-offs	$	—	$	—	$	—	$	—	$	270	$	205	$	—	$	—	$	475

Residential real estate:
Pass	$	141,409	$	138,915	$	549,022	$	108,084	$	35,720	$	151,015	$	2,405	$	15,201	$	1,141,771
Pass/Watch	—		1,405		4,731		4,148		90		6,151		62		994		17,581
Special Mention	—		—		351		—		—		601		—		—		952
Substandard - Accruing	—		—		—		—		—		86		—		—		86
Substandard - Nonaccrual	210		—		10,667		727		2,244		6,284		59		29		20,220


Total residential real estate	$	141,619	$	140,320	$	564,771	$	112,959	$	38,054	$	164,137	$	2,526	$	16,224	$	1,180,610
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	38	$	—	$	—	$	38

Public Finance:
Pass	$	29,860	$	19,986	$	—	$	42,558	$	130,447	$	322,066	$	—	$	2,641	$	547,558



Substandard - Nonaccrual	—		—		—		—		—		7,226		—		—		7,226


Total public finance	$	29,860	$	19,986	$	—	$	42,558	$	130,447	$	329,292	$	—	$	2,641	$	554,784
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Consumer:
Pass	$	3,949	$	1,610	$	1,333	$	3,793	$	7,463	$	4,695	$	60	$	17,465	$	40,368
Pass/Watch	—		6		37		104		182		331		1		46		707
Special Mention	—		—		—		1		—		—		—		—		1
Substandard - Accruing	—		—		—		—		—		—		4		—		4
Substandard - Nonaccrual	—		—		—		58		4		2		—		—		64


Total consumer	$	3,949	$	1,616	$	1,370	$	3,956	$	7,649	$	5,028	$	65	$	17,511	$	41,144
Gross charge-offs	$	3	$	10	$	6	$	3	$	147	$	46	$	15	$	208	$	438

Other:
Pass	$	1,564	$	6,503	$	6,663	$	10,620	$	148	$	8,339	$	129	$	21,984	$	55,950
Pass/Watch	—		—		—		3,360		—		—		—		—		3,360


Substandard - Nonaccrual	—		—		—		—		—		2,391		—		—		2,391


Total other	$	1,564	$	6,503	$	6,663	$	13,980	$	148	$	10,730	$	129	$	21,984	$	61,701
Gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total loans:
Pass	$	855,911	$	633,310	$	1,214,722	$	641,036	$	477,209	$	915,094	$	117,352	$	1,024,514	$	5,879,148
Pass/Watch	1,469		32,475		40,226		55,670		24,762		18,629		385		38,420		212,036
Special Mention	277		13,796		66,662		10,101		2,215		8,101		1,901		3,772		106,825
Substandard - Accruing	928		9,647		27,690		22,543		5,920		18,990		7,836		17,277		110,831
Substandard - Nonaccrual	210		2,235		25,030		6,052		5,143		24,823		1,643		1,736		66,872
Doubtful	—		—		—		—		415		—		230		—		645

Total loans	$	858,795	$	691,463	$	1,374,330	$	735,402	$	515,664	$	985,637	$	129,347	$	1,085,719	$	6,376,357
Gross charge-offs	$	3	$	10	$	6	$	19,723	$	686	$	291	$	645	$	330	$	21,694

The following table presents information about collateral dependent loans that were individually evaluated for purposes of determining the ACL as of:


	Collateral Dependent Loans With Allowance				Collateral Dependent Loans With No Related Allowance		Total Collateral Dependent Loans
	Amortized Cost		Related Allowance		Amortized Cost		Amortized Cost		Related Allowance
September 30, 2025
Commercial & industrial	$	23,136	$	8,058	$	21,099	$	44,235	$	8,058
Commercial real estate:
Non-owner occupied	3,617		102		599		4,216		102
Owner occupied	—		—		2,155		2,155		—

Multifamily	—		—		1,605		1,605		—
Total commercial real estate	3,617		102		4,359		7,976		102
Residential real estate	676		127		16,663		17,339		127
Public Finance	—		—		—		—		—
Consumer	73		76		5		78		76
Other	—		—		—		—		—
Total loans	$	27,502	$	8,363	$	42,126	$	69,628	$	8,363
December 31, 2024
Commercial & industrial	$	20,890	$	8,460	$	7,424	$	28,314	$	8,460
Commercial real estate:
Non-owner occupied	—		—		4,350		4,350		—
Owner occupied	—		—		3,278		3,278		—

Multifamily	—		—		1,674		1,674		—
Total commercial real estate	—		—		9,302		9,302		—
Residential real estate	1,409		154		18,811		20,220		154
Public Finance	7,226		1,460		—		7,226		1,460
Consumer	64		64		—		64		64
Other	2,391		159		—		2,391		159
Total loans	$	31,980	$	10,297	$	35,537	$	67,517	$	10,297

The allowance related to collateral dependent loans reported in the tables above includes qualitative adjustments applied to the loan portfolio that consider possible changes in circumstances that could ultimately impact credit losses and might not be reflected in historical data or forecasted data incorporated in the quantitative models.

Loan Modifications Made to Borrowers Experiencing Financial Difficulty:

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon origination. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. We use a PD/LGD model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made at the time of a modification. The loan modifications in the table below did not significantly impact our determination of the allowance for credit losses on loans during the three and nine months ended September 30, 2025.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, we modify loans by providing principal forgiveness that is deemed to be uncollectible; therefore, that portion of the loan is written-off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. Additionally, we may allow a loan to go interest only for a specified period of time.

The following tables present loan modifications for borrowers experiencing financial difficulty, segregated by modification type, regardless of whether such modifications resulted in a new loan.

For the three months ended September 30,:


	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Principal Forgiveness and Interest Rate Reduction		% of Total Class of Loans
2025
Commercial and industrial	$	—	$	5,931	$	345	$	—	$	—	0.2	%










Total loans	$	—	$	5,931	$	345	$	—	$	—	0.1	%
2024
Commercial and industrial	$	965	$	—	$	374	$	—	$	125	0.1	%
Commercial real estate:

Owner occupied	$	—	3,748		—		2,082		$	—	0.8	%


Total commercial real estate	—		3,748		—		2,082		—		0.3	%




Total loans	$	965	$	3,748	$	374	$	2,082	$	125	0.1	%

For the nine months ended September 30,:


	Principal Forgiveness		Payment Delay		Term Extension		Interest Rate Reduction		Combination Principal Forgiveness and Interest Rate Reduction		% of Total Class of Loans
2025
Commercial and industrial	$	—	$	7,553	$	1,167	$	—	$	—	0.3	%
Commercial real estate:

Owner occupied	—		1,048		—		1,175		—		0.3	%


Total commercial real estate	—		1,048		—		1,175		—		0.1	%
Residential real estate	—		—		1,195		—		—		0.1	%



Total loans	$	—	$	8,601	$	2,362	$	1,175	$	—	0.2	%
2024
Commercial and industrial	$	965	$	9,674	$	374	$	—	$	125	0.4	%
Commercial real estate:

Owner occupied	—		3,748		—		2,748		—		0.9	%


Total commercial real estate	—		3,748		—		2,748		—		0.3	%




Total loans	$	965	$	13,422	$	374	$	2,748	$	125	0.3	%

There were no commitments to lend additional funds to these borrowers at September 30, 2025.

We closely monitor the performance of loan modifications made to borrowers experiencing financial difficulty to understand the effectiveness of the modification efforts. The following table depicts the performance of loan modifications made to borrowers experiencing financial difficulty that have been modified in the preceding 12 months:


	Loans Not Past Due		Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans Greater than 90 Days Past Due, Still Accruing		Nonaccrual		Total
September 30, 2025
Commercial and industrial	$	1,622	$	—	$	—	$	—	$	11,604	$	13,226
Commercial real estate:

Owner occupied	1,175		—		—		—		1,048		2,223



Residential real estate	931		—		264		—		241		1,436



Total loans	$	3,728	$	—	$	264	$	—	$	12,893	$	16,885
September 30, 2024
Commercial and industrial	$	2,059	$	182	$	—	$	—	$	8,898	$	11,139
Commercial real estate:

Owner occupied	6,850		—		103		—		666		7,619







Total loans	$	8,909	$	182	$	103	$	—	$	9,564	$	18,758

NOTE 4 - Mortgage Servicing Rights

We have investments in mortgage servicing rights (“MSRs”) that result from the sale of loans to the secondary market for which we retain the servicing. We account for these MSRs at their fair value.

The unpaid principal loan balance of our servicing portfolio is presented in the following table as of:


	September 30, 2025		December 31, 2024
Federal National Mortgage Association	$	2,680,469	$	2,578,587
Federal Home Loan Mortgage Corporation	2,022,107		1,876,095
Government National Mortgage Association	1,377,010		1,259,513
Federal Home Loan Bank	104,531		98,582
Other	1,030		1,169
Total	$	6,185,147	$	5,813,946

The activity of MSRs carried at fair value is as follows:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Balance, beginning of period	$	84,736	$	80,744	$	84,258	$	76,701
Additions:

Servicing resulting from transfers of financial assets	3,775		3,488		10,548		8,785


Changes in fair value:
Due to changes in valuation inputs or assumptions used in the valuation model	(466)		(2,584)		(1,782)		(490)
Changes in fair value due to pay-offs, pay-downs, and runoff	(2,350)		(2,849)		(7,329)		(6,197)
Balance, end of period	$	85,695	$	78,799	$	85,695	$	78,799

The following represents the weighted-average key assumptions used to estimate the fair value of MSRs as of:


	September 30, 2025		December 31, 2024		September 30, 2024
Discount rate	9.84	%	10.09	%	10.07	%
Total prepayment speeds	9.04	%	7.90	%	8.21	%
Cost of servicing each loan	$91/per loan		$92/per loan		$91/per loan

Total servicing and ancillary fees earned from the mortgage servicing portfolio is presented in the following table:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Servicing fees	$	4,511	$	4,083	$	13,180	$	11,908
Late and ancillary fees	215		238		691		672
Total	$	4,726	$	4,321	$	13,871	$	12,580

NOTE 5 - Derivative Financial Instruments

Banking Derivative Financial Instruments:

We use fair value hedges to seek to manage our exposure to changes in the fair value of certain recognized assets attributable to changes in a benchmark interest rate, such as SOFR. The fair value hedges were determined to be effective during all periods presented and we expect the hedges to remain effective during their remaining terms.

Derivatives not designated as hedges are not speculative and result from a service we provide to certain customers. We execute interest rate swaps with banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously offset by derivatives that we execute with a third-party, such that we minimize our net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

Derivative instruments are measured at fair value and recorded as a component of prepaid expenses and other assets and accrued expenses and other liabilities.

The components of our banking derivative financial instruments consisted of the following as of:


	Number of Transactions	Expiration Dates	Outstanding Notional		Estimated Fair Value
September 30, 2025
Derivative financial instruments designated as hedging instruments:
Assets:
Interest Rate Products	32	2028 - 2036	$	152,037	$	7,661


Derivative financial instruments not designated as hedging instruments:
Assets:
Interest Rate Products	65	2025 - 2037	$	600,793	$	14,451
Other	5	2028	$	16,148	$	9
Liabilities:
Interest Rate Products	65	2025 - 2037	$	600,793	$	14,450
Other	6	2027 - 2029	$	52,887	$	52
December 31, 2024
Derivative financial instruments designated as hedging instruments:
Assets:
Interest Rate Products	36	2029 - 2034	$	175,967	$	13,452


Derivative financial instruments not designated as hedging instruments:
Assets:
Interest Rate Products	57	2025 - 2037	$	502,080	$	22,062
Other	1	2025	$	7,759	$	—
Liabilities:
Interest Rate Products	57	2025 - 2037	$	502,080	$	21,830
Other	5	2027 - 2028	$	38,756	$	31

We recorded gains and losses on banking derivative assets and liabilities as follows:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Recorded gain (loss) on banking derivative assets	$	120	$	(8,724)	$	(1,527)	$	918
Recorded (loss) gain on banking derivative liabilities	$	(103)	$	8,427	$	1,329	$	(1,056)

For the three months ended September 30, 2025 and 2024, our banking derivative financial instruments not designated as hedging instruments generated fee income of $285 and $121, respectively. For the nine months ended September 30, 2025 and 2024 our banking derivative financial instruments not designated as hedging instruments generated fee income of $1,079, and $595, respectively.

The carrying amount of hedged loans receivable as of September 30, 2025 and December 31, 2024 was $145,445 and $170,166, respectively. The cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged loans receivable as of September 30, 2025 and December 31, 2024 was $(5,201) and $(9,169), respectively. The fair value hedging adjustment included in other noninterest income for the three months ended September 30, 2025 and 2024 was $607 and $4,110, respectively. The fair value hedging adjustment included in other noninterest income for the nine months ended September 30, 2025 and 2024 was $3,968 and $2,757, respectively.

The carrying amount of hedged available-for-sale debt securities as of September 30, 2025 and December 31, 2024 was $38,937 and $37,749, respectively. The cumulative amount of fair value hedging adjustment included in the amortized cost amount of the hedged available-for-sale debt securities as of September 30, 2025 and December 31, 2024 was $(2,461), and $(4,285), respectively. The fair value hedging adjustment included in interest income for the three months ended September 30, 2025 and 2024 was $212 and $1,970, respectively. The fair value hedging adjustment included in interest income for the nine months ended September 30, 2025 and 2024 was $1,824 and $515, respectively.

Credit-risk-related Contingent Features:

We have agreements with each of our derivative counterparties that contain a provision where if we either default or are capable of being declared in default on any of our indebtedness, then we could also be declared in default on our derivative obligations.

We also have agreements with our derivative counterparties that contain a provision where if we fail to maintain our status as a well-capitalized institution, then our derivative counterparties have the right but not the obligation to terminate existing swaps. As of September 30, 2025 and December 31, 2024, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $14,916 and $22,391, respectively. As of September 30, 2025 and December 31, 2024, we have minimum collateral posting thresholds with our derivative counterparties and have posted collateral of $5,890, respectively. If we had breached any of these provisions at September 30, 2025, we could have been required to settle our obligations under the agreements at their termination value of $14,916.

Mortgage Banking Derivative Financial Instruments:

The components of our mortgage banking derivative financial instruments consisted of the following as of:


	Expiration Dates	Outstanding Notional		Estimated Fair Value
September 30, 2025
Derivative financial instruments
Assets:
Futures	2025	$	88,300	$	811

Interest rate lock commitments (IRLC)	2025	$	129,967	$	392
Liabilities:
Forward MBS trades	2025	$	153,000	$	(183)


December 31, 2024
Derivative financial instruments
Assets:

Forward MBS trades	2025	$	86,000	$	464
Interest rate lock commitments (IRLC)	2025	$	44,701	$	110
Liabilities:

Futures	2025	$	44,900	$	1,002

We recorded gains and losses on mortgage banking derivative assets and liabilities as follows:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Recorded (loss) gain on mortgage banking derivative assets	$	(1,713)	$	1,222	$	2,095	$	215
Recorded gain on mortgage banking derivative liabilities	$	2,741	$	376	$	12	$	376

NOTE 6 - Deposits

The composition of our deposits is as follows as of:


	September 30, 2025		December 31, 2024
Noninterest-bearing demand deposit accounts	$	1,674,497	$	1,541,158
Interest-bearing deposit accounts:
Interest-bearing demand accounts	811,617		685,865
Savings accounts and money market accounts	3,223,254		2,834,123
NOW accounts	42,559		45,539
Certificate of deposit accounts:
Less than $100	708,427		781,109
$100 through $250	306,808		388,571
Greater than $250	338,253		395,895
Total interest-bearing deposit accounts	5,430,918		5,131,102
Total deposits	$	7,105,415	$	6,672,260

The following table summarizes the interest expense incurred on our deposits:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Interest-bearing deposit accounts:
Interest-bearing demand accounts	$	6,488	$	6,010	$	18,380	$	16,488
Savings accounts and money market accounts	19,105		12,792		49,520		34,676
NOW accounts	123		157		375		436
Certificate of deposit accounts	12,809		20,626		41,829		62,859
Total interest-bearing deposit accounts	$	38,525	$	39,585	$	110,104	$	114,459

The remaining maturity on certificate of deposit accounts is as follows as of:


	September 30, 2025
Remainder of 2025	$	951,560
2026	381,501
2027	10,271
2028	4,502
2029	2,757
2030	1,580
Thereafter	1,317
Total certificate of deposit accounts	$	1,353,488

NOTE 7 - Debt

FHLB advances

The following is a breakdown of our FHLB advances and other borrowings outstanding as of:


	September 30, 2025		December 31, 2024
	Amount		Weighted Average Rate	Amount		Weighted Average Rate
Variable rate line-of-credit advance	$	—	N/A	$	—	N/A
Fixed rate term advance	—		N/A	135,000		4.60%
	$	—		$	135,000

Our FHLB advances are typically considered short-term borrowings with maturities less than one year and are used to manage liquidity as needed. Maturing advances are replaced by drawing on available cash, making additional borrowings or through increased customer deposits. The advances were collateralized by $2,688,133 and $2,733,150 of loans pledged to the FHLB as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the Bank had total borrowing capacity with the FHLB that is based on qualified collateral lending values of $1,443,697 and $1,669,888, respectively. Our additional borrowing availability with the FHLB at September 30, 2025 was $1,372,059. These borrowings can be in the form of additional term advances or a line-of-credit.

FRB advances

We also had a $2,216,726 line-of-credit with the FRB. The agreement bears interest at the Fed Funds target rate plus 0.50% and is secured by $2,644,095 of investment securities and loans pledged to the FRB as collateral. No amounts were drawn on the line-of-credit as of September 30, 2025.

Other borrowings

We have lines-of-credit with certain other financial institutions totaling $160,000 as of September 30, 2025. No amounts were drawn on these lines-of-credit at September 30, 2025.

Subordinated Debt

Subordinated Notes - 2020

In June and August 2020, we issued a total of $40,000 subordinated notes. The notes paid interest at a fixed rate of 6.00% through June 30, 2025 and subsequently, until maturity, pay interest at a floating rate of three month term SOFR plus 5.89% (10.18% as of September 30, 2025), reset quarterly. Interest is payable quarterly on January 1, April 1, July 1 and October 1 of each year. Such notes are due on July 1, 2030, but were redeemed in full on October 1, 2025, see Note 16 - Subsequent Events. We incurred and capitalized $933 of costs related to the issuance of the subordinated notes. The amortization associated with the capitalized issuance costs is not significant for the periods presented.

Subordinated Note - 2022

On January 13, 2022, we issued a subordinated note totaling $25,000. The note pays interest at a fixed rate of 3.375% through January 15, 2027 and subsequently, until maturity, pays interest at a floating rate of three month term SOFR plus 2.03%, reset quarterly. Interest is payable on July 15 and January 15 of each year. Such note is due on January 15, 2032. The note is not redeemable within the first five years of issuance, except under certain limited conditions. After five years, we may redeem the note at our discretion. We incurred and capitalized $534 of costs related to the issuance of the subordinated note. The amortization associated with the capitalized issuance costs is not significant for the periods presented.

Trust preferred securities

We have issued $9,279 in trust preferred securities through a special-purpose trust, New Mexico Banquest Capital Trust I (“NMBCT I”). In addition, we have issued $4,640 in trust preferred securities through a special purpose trust, New Mexico Banquest Capital Trust II (“NMBCT II”, and together with NMBCT I, collectively referred to as “NMBCT Trusts”). Interest is payable quarterly at a rate of three-month term SOFR plus 3.35% (7.61% and 8.94% as of September 30, 2025 and 2024, respectively) for the trust preferred securities issued through NMBCT I and at a rate of three-month term SOFR plus 2.00% (6.46% and 7.36% as of September 30, 2025 and 2024, respectively) for the trust preferred securities issued through NMBCT II.

This subordinated debt of $13,919 was originally recorded at a discount of $4,293. The accretion associated with the fair value discount is not significant for the periods presented.

The Parent Company fully and unconditionally guarantees the obligations of the NMBCT Trusts on a subordinated basis. The trust preferred securities issued through the NMBCT Trusts are mandatorily redeemable upon the maturity of the debentures on December 19, 2032 and November 23, 2034, respectively, and are optionally redeemable, in part or in whole, by the Parent Company at each quarterly interest payment date. The Parent Company owns all of the outstanding common securities of the NMBCT Trusts, which have an aggregate liquidation valuation amount of $419 and is recorded in prepaid expenses and other assets on the consolidated balance sheet. The NMBCT Trusts are considered variable interest entities. Since the Parent Company is not the primary beneficiary of the NMBCT Trusts, the financial statements of the NMBCT Trusts are not included in our consolidated financial statements.

NOTE 8 - Earnings Per Share

Basic earnings per share, excluding dilution, is computed by dividing earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock or resulted in the issuance of common stock that could then share in our earnings.

The following table sets forth the computation of basic and diluted earnings per share of common stock:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Net income applicable to common stockholders	$	23,174	$	22,422	$	73,129	$	59,278
Weighted Average Shares
Weighted average common shares outstanding	27,801,255		27,612,538		27,769,320		27,355,098
Effect of dilutive securities
Stock-based awards	490,523		600,271		504,814		621,117

Weighted average diluted common shares	28,291,778		28,212,809		28,274,134		27,976,215
Earnings per common share
Basic earnings per common share	$	0.83	$	0.81	$	2.63	$	2.17
Effect of dilutive securities
Stock-based awards	(0.01)		(0.02)		(0.04)		(0.05)
Diluted earnings per common share	$	0.82	$	0.79	$	2.59	$	2.12

Long-term incentive plan grants for 20,249 shares of common stock were not considered in computing diluted earnings per share for the three months ended September 30, 2025, because they were antidilutive. Long-term incentive plan grants for 15,676 shares of common stock were not considered in computing diluted earnings per share for the nine months ended September 30, 2025, because they were antidilutive. There were no antidilutive shares for the three and nine months ended September 30, 2024.

NOTE 9 - Stockholders’ Equity

As of September 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 September 30, 2025 and December 31, 2024, the Company has 50,000,000 shares of common stock authorized, $0.0001 par value, of which 27,854,764 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 nine months ended September 30, 2025:


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

Outstanding, beginning of period	882,570	$	20.39
Exercised	(174,720)	20.90


Outstanding, vested, and exercisable, end of period	707,850	$	20.27	2.45

At September 30, 2025, the outstanding options were fully vested. At September 30, 2025 and 2024, the intrinsic value of the stock options was $13,045 and $21,326, 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.

The following table presents non-vested restricted stock outstanding with only a service condition as of and for the nine months ended September 30, 2025:


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

Outstanding, beginning of period	11,739	$	35.75
Issued	122,829	36.27
Vested, restriction released	(20,905)	37.76
Forfeited	(3,252)	35.76
Outstanding, end of period	110,411	$	35.95	2.08

At September 30, 2025, there was $3,296 of total unrecognized compensation cost related to the non-vested restricted stock granted with only a service condition.

During 2025 we granted 71,516 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 September 30, 2025, there was $2,162 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 September 30, 2025, based upon the probability that the performance conditions will be achieved, we determined that 84,150 shares will be issued. At September 30, 2025, there was $1,494 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable future issuances.

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 September 30, 2025, based upon the probability that the performance conditions will be achieved, we determined that 77,873 shares will be issued. At September 30, 2025, there was $363 of total unrecognized compensation cost related to the non-vested restricted stock granted on these probable future issuances.

For the three months ended September 30, 2025, and 2024, we recorded total compensation cost from the 2017 and 2021 Plans of $1,243 and $549, respectively. For the nine months ended September 30, 2025, and 2024, we recorded total compensation cost from the 2017 and 2021 Plans of $2,935 and $1,813, 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 nine months ended September 30, 2025:



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

Outstanding, beginning of year	74,919	$	22.76

Exercised	(18,794)	22.59


Outstanding, vested, and exercisable, end of period	56,125	$	22.81	1.59

At September 30, 2025 and 2024, the intrinsic value of the stock options was $897 and $1,243, respectively.

NOTE 10 - Income Taxes

The provision for income taxes in interim periods requires us to make an estimate of the effective tax rate expected to be applicable for the full year, adjusted for any discrete items for the applicable period. This estimated effective tax rate is then applied to interim consolidated pre-tax operating income to determine the interim provision for income taxes.

The provision for income tax is summarized as follows:


	For the three months ended September 30,						For the nine months ended September 30,
	2025			2024			2025			2024



Provision for income taxes	$	5,111		$	6,147		$	17,803		$	15,675
Effective tax provision rate	18.1		%	21.5		%	19.6		%	20.9		%

We do not believe that we have any material uncertain tax positions, and do not expect any material changes during the next twelve months.

NOTE 11 - Regulatory Capital Matters

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

Under the Basel III rules, the Parent Company and the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The fully phased in capital conservation buffer is 2.50% for all periods presented.

The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. As of September 30, 2025, both the Parent Company and the Bank met all capital adequacy requirements to which they were subject.

Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of September 30, 2025 and December 31, 2024, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

Actual and required capital amounts for the Parent Company are as follows as of:


	Actual				For Capital Adequacy Purposes				To be Well- Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount	Ratio
September 30, 2025
Total risk-based capital to risk-weighted assets:	$	1,192,380	15.81	%	$	603,336	8.00	%	N/A	N/A
Tier 1 risk-based capital to risk-weighted assets:	$	1,040,031	13.79	%	$	452,502	6.00	%	N/A	N/A
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	1,040,031	13.79	%	$	339,377	4.50	%	N/A	N/A
Tier 1 leverage capital to average assets:	$	1,040,031	12.44	%	$	334,339	4.00	%	N/A	N/A
December 31, 2024
Total risk-based capital to risk-weighted assets:	$	1,128,334	15.42	%	$	585,567	8.00	%	N/A	N/A
Tier 1 risk-based capital to risk-weighted assets:	$	964,517	13.18	%	$	439,175	6.00	%	N/A	N/A
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	964,517	13.18	%	$	329,381	4.50	%	N/A	N/A
Tier 1 leverage capital to average assets:	$	964,517	12.11	%	$	318,646	4.00	%	N/A	N/A

Actual and required capital amounts for the Bank are as follows as of:


	Actual				For Capital Adequacy Purposes				To be Well- Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
September 30, 2025
Total risk-based capital to risk-weighted assets:	$	1,096,953	14.57	%	$	602,281	8.00	%	$	752,851	10.00	%
Tier 1 risk-based capital to risk-weighted assets:	$	1,012,856	13.45	%	$	451,710	6.00	%	$	602,281	8.00	%
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	1,012,856	13.45	%	$	338,783	4.50	%	$	489,353	6.50	%
Tier 1 leverage capital to average assets:	$	1,012,856	12.12	%	$	334,297	4.00	%	$	417,871	5.00	%
December 31, 2024
Total risk-based capital to risk-weighted assets:	$	1,018,866	13.94	%	$	584,594	8.00	%	$	730,742	10.00	%
Tier 1 risk-based capital to risk-weighted assets:	$	930,890	12.74	%	$	438,445	6.00	%	$	584,594	8.00	%
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	930,890	12.74	%	$	328,834	4.50	%	$	474,982	6.50	%
Tier 1 leverage capital to average assets:	$	930,890	11.69	%	$	318,647	4.00	%	$	398,308	5.00	%

NOTE 12 - Fair Value Measurements

We utilize fair value measurements to record or disclose the fair value on certain assets and liabilities. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, we use present value techniques and other valuation methods to estimate the fair values of our financial instruments. These valuation models rely on market-based parameters when available, such as interest rate yield curves or credit spreads. Unobservable inputs may be based on management’s judgment assumptions and estimates related to credit quality, our future earnings, interest rates and other relevant inputs. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and the methods used.

ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The hierarchy is based on the transparency of the inputs used in the valuation process with the highest priority given to quoted prices available in active markets and the lowest priority to unobservable inputs where no active market exists. The three levels of inputs that may be used to measure fair value are as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3: Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own beliefs about the assumptions that market participants would use in pricing the assets or liabilities.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input within the valuation hierarchy that is significant to the overall fair value measurement. Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period.

The following table sets forth our assets and liabilities measured at fair value on a recurring basis as of:


	Level 1		Level 2		Level 3
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs		Total Estimated Fair Value
September 30, 2025
Available-for-sale securities	$	33,051	$	443,063	$	—	$	476,114
Loans held-for-sale	—		85,250		—		85,250
Mortgage servicing rights	—		—		85,695		85,695
Derivative financial instruments - assets	—		23,324		—		23,324
Derivative financial instruments - liabilities	—		(14,319)		—		(14,319)
Total	$	33,051	$	537,318	$	85,695	$	656,064

December 31, 2024
Available-for-sale securities	$	31,730	$	437,346	$	—	$	469,076
Loans held-for-sale	—		61,825		—		61,825
Mortgage servicing rights	—		—		84,258		84,258
Derivative financial instruments - assets	—		36,088		—		36,088
Derivative financial instruments - liabilities	—		(22,863)		—		(22,863)
Total	$	31,730	$	512,396	$	84,258	$	628,384

For further details on our Level 3 inputs related to MSRs, see Note 4 - Mortgage Servicing Rights.

The following table presents a reconciliation for our Level 3 assets measured at fair value on a recurring basis:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Balance, beginning of period	$	84,736	$	80,744	$	84,258	$	76,701
Total losses included in earnings	(2,816)		(5,433)		(9,111)		(6,687)
Purchases, issuances, sales and settlements:

Issuances	3,775		3,488		10,548		8,785


Balance, end of period	$	85,695	$	78,799	$	85,695	$	78,799

Certain financial assets and financial liabilities are regularly measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Financial assets measured at fair value on a non-recurring basis during the reported periods include certain collateral dependent loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral and other real estate owned and foreclosed assets, which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for credit losses, and subsequent to their initial recognition, were remeasured at fair value through a write-down included in other non-interest expense. The following table sets forth our assets and liabilities that were measured at fair value on a non-recurring basis as of:


	Level 3
	September 30, 2025		December 31, 2024
Collateral dependent loans:
Commercial and industrial	$	15,078	$	12,430
Commercial real estate	3,515		—
Residential real estate	549		1,255
Public finance	—		5,766
Consumer	(3)		—
Other	—		2,232
Total collateral dependent loans	$	19,139	$	21,683

Other real estate owned and foreclosed assets, net:

Commercial real estate	$	3,660	$	2,911
Residential real estate	2,783		2,227
Public finance	5,301		—

Other	1,674		—
Total other real estate owned and foreclosed assets, net:	$	13,418	$	5,138

The fair value of the financial assets in the table above utilizes the market approach valuation technique, with discount adjustments for differences between comparable sales.

Fair value of financial instruments not carried at fair value:

The carrying amounts and estimated fair values of financial instruments not carried at fair value are as follows as of:


			Estimated Fair Value
	Carrying Value		Total		Level 1		Level 2		Level 3
September 30, 2025
Assets:
Cash and cash equivalents	$	659,899	$	659,899	$	659,899	$	—	$	—
Securities held-to-maturity	34,247		29,705		—		29,705		—
Loans (excluding collateral dependent loans)	6,612,001		6,541,222		—		—		6,541,222
Restricted equity securities	24,765		24,765		—		24,765		—
Accrued interest receivable	34,796		34,796		—		2,741		32,055

Liabilities:
Deposits (excluding demand deposits)	$	4,619,301	$	4,614,470	$	3,265,813	$	1,348,657	$	—
Securities sold under agreements to repurchase	9,824		9,824		—		9,824		—



Subordinated debt, net	76,163		74,796		—		74,796		—
Accrued interest payable	8,061		8,061		—		8,061		—
December 31, 2024
Assets:
Cash and cash equivalents	$	615,917	$	615,917	$	615,917	$	—	$	—
Securities held-to-maturity	35,242		29,563		—		29,563		—
Loans (excluding collateral dependent loans)	6,344,377		6,191,461		—		—		6,191,461
Restricted equity securities	28,917		28,917		—		28,917		—
Accrued interest receivable	32,102		32,102		—		2,131		29,971

Liabilities:
Deposits (excluding demand deposits)	$	4,445,237	$	4,436,305	$	2,879,662	$	1,556,643	$	—
Securities sold under agreements to repurchase	14,699		14,699		—		14,699		—
FHLB advances	135,000		135,000		—		135,000		—


Subordinated debt, net	75,841		73,326		—		73,326		—
Accrued interest payable	8,705		8,705		—		8,705		—

NOTE 13 - Segment Information

The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who oversees the operations conducted through our two primary operating segments: Banking and Mortgage Operations. Corporate represents costs not allocated to the operating segments, including those of FirstSun and our non-bank subsidiaries.

The Banking segment originates loans and provides deposits and fee based services to consumer, business, and mortgage lending customers. Products offered include a full range of commercial and consumer banking and financial services. The interest income on loans held-for-investment is recognized in the Banking segment, excluding newly originated residential first mortgages within the Mortgage Operations segment.

The Mortgage Operations segment originates, sells, services, and manages market risk from changes in interest rates on one-to-four family residential mortgage loans to sell or hold on our balance sheet. Loans originated-to-sell comprise the majority of the lending activity. The Mortgage Operations segment recognizes interest income on loans that are held-for-sale and newly originated residential mortgages held-for-investment, the gains from one to four family residential mortgage sales, and revenue for servicing loans and other ancillary fees following a sales transaction. Revenue from servicing activities is earned on a contractual fee basis. The Mortgage Operations segment services loans for the held-for-investment portfolio, for which it earns revenue via an intercompany service fee allocation which appears as a cost to Banking in mortgage fees. Forward traded loan purchases and sales settlements as well as mortgage servicing rights and related fair value adjustments are reported in this segment.

Corporate represents miscellaneous other expenses of a corporate nature as well as revenue and expenses not directly assigned or allocated to the Banking or Mortgage Operations segments. The majority of executive management’s time is spent managing operating segments; related costs have been allocated between the operating segments and Corporate.

Allocations of expenses to the operating segments are based on estimated uses of those services. We use a funds transfer pricing process to allocate costs, capital and resources to each operating segment. This allows us to identify the cost of funds within each segment, measure the profitability of each segment by relating costs to revenue, and to evaluate each operating segment’s impact on consolidated earnings. Our CODM reviews net income to budgeted net income to assess segment performance on a monthly basis and to make decisions about allocating capital and personnel to the segments.

Significant segment totals are reconciled to the financial statements as follows for the three months ended September 30,:


	Banking		Mortgage Operations		Corporate		Total Segments
2025
Summary of Operations
Interest income	$	108,866	$	12,254	$	8	$	121,128
Interest expense	32,856		5,705		1,614		40,175
Net interest income (expense)	76,010		6,549		(1,606)		80,953

Provision for (benefit from) credit losses	10,544		(444)		—		10,100

Noninterest income:
Service charges on deposit accounts	2,162		—		—		2,162
Treasury management service fees	4,402		—		—		4,402
Credit and debit card fees	2,670		1		—		2,671
Trust and investment advisory fees	1,536		—		—		1,536
(Loss) income from mortgage banking services, net	(646)		13,287		—		12,641
Other noninterest income	2,921		—		—		2,921
Total noninterest income	13,045		13,288		—		26,333

Noninterest expense:
Salary and employee benefits	34,494		9,740		588		44,822
Occupancy and equipment	8,707		794		90		9,591

Amortization of intangible assets	578		—		—		578

Other noninterest expenses	9,002		4,509		399		13,910
Total noninterest expense	52,781		15,043		1,077		68,901

Income (loss) before income taxes	$	25,730	$	5,238	$	(2,683)	$	28,285

Other Information
Depreciation expense and amortization on premises and equipment	$	2,034	$	33	$	—	$	2,067
Identifiable assets	$	7,184,376	$	1,177,326	$	133,735	$	8,495,437


	Banking		Mortgage Operations		Corporate		Total Segments
2024
Summary of Operations
Interest income	$	108,712	$	10,211	$	9	$	118,932
Interest expense	36,291		5,239		1,244		42,774
Net interest income (expense)	72,421		4,972		(1,235)		76,158

Provision for (benefit from) credit losses	6,369		(1,369)		—		5,000

Noninterest income:
Service charges on deposit accounts	2,562		(2)		—		2,560
Treasury management service fees	3,748		—		—		3,748
Credit and debit card fees	2,737		1		—		2,738
Trust and investment advisory fees	1,395		—		—		1,395
(Loss) income from mortgage banking services, net	(611)		9,449		—		8,838
Other noninterest income	2,796		—		—		2,796
Total noninterest income	12,627		9,448		—		22,075

Noninterest expense:
Salary and employee benefits	30,518		8,302		486		39,306
Occupancy and equipment	8,260		778		83		9,121

Amortization of intangible assets	651		—		—		651
Terminated merger related expenses	1,285		—		348		1,633
Other noninterest expenses	9,346		4,051		556		13,953
Total noninterest expense	50,060		13,131		1,473		64,664

Income (loss) before income taxes	$	28,619	$	2,658	$	(2,708)	$	28,569

Other Information
Depreciation expense and amortization on premises and equipment	$	1,795	$	45	$	—	$	1,840
Identifiable assets	$	6,950,905	$	1,047,853	$	139,729	$	8,138,487

Significant segment totals are reconciled to the financial statements as follows for the nine months ended September 30,:


	Banking		Mortgage Operations		Corporate		Total Segments
2025
Summary of Operations
Interest income	$	313,415	$	35,057	$	24	$	348,496
Interest expense	93,583		16,996		3,987		114,566
Net interest income (expense)	219,832		18,061		(3,963)		233,930

Provision for (benefit from) credit losses	19,068		(668)		—		18,400

Noninterest income:
Service charges on deposit accounts	6,205		—		—		6,205
Treasury management service fees	12,929		—		—		12,929
Credit and debit card fees	7,982		3		—		7,985
Trust and investment advisory fees	4,430		—		—		4,430
(Loss) income from mortgage banking services, net	(1,899)		36,869		—		34,970
Other noninterest income	8,661		(45)		—		8,616
Total noninterest income	38,308		36,827		—		75,135

Noninterest expense:
Salary and employee benefits	98,540		27,887		1,877		128,304
Occupancy and equipment	26,003		2,455		210		28,668

Amortization and impairment of intangible assets	1,784		—		—		1,784

Other noninterest expenses	26,658		13,078		1,241		40,977
Total noninterest expense	152,985		43,420		3,328		199,733

Income (loss) before income taxes	$	86,087	$	12,136	$	(7,291)	$	90,932

Other Information
Depreciation expense and amortization on premises and equipment	$	6,056	$	114	$	—	$	6,170
Identifiable assets	$	7,184,376	$	1,177,326	$	133,735	$	8,495,437


	Banking		Mortgage Operations		Corporate		Total Segments
2024
Summary of Operations
Interest income	$	315,255	$	28,220	$	26	$	343,501
Interest expense	104,661		15,246		3,731		123,638
Net interest income (expense)	210,594		12,974		(3,705)		219,863

Provision for credit losses	24,402		(1,702)		—		22,700

Noninterest income:
Service charges on deposit accounts	7,279		(3)		—		7,276
Treasury management service fees	10,847		—		—		10,847
Credit and debit card fees	8,444		3		—		8,447
Trust and investment advisory fees	4,351		—		—		4,351
(Loss) income from mortgage banking services, net	(1,778)		31,161		—		29,383
Other noninterest income	7,853		—		—		7,853
Total noninterest income	36,996		31,161		—		68,157

Noninterest expense:
Salary and employee benefits	91,290		23,881		1,316		116,487
Occupancy and equipment	23,864		2,382		171		26,417

Amortization of intangible assets	2,118		—		—		2,118
Terminated merger related expenses	2,064		—		3,104		5,168
Other noninterest expenses	27,107		12,123		947		40,177
Total noninterest expense	146,443		38,386		5,538		190,367

Income (loss) before income taxes	$	76,745	$	7,451	$	(9,243)	$	74,953

Other Information
Depreciation expense and amortization on premises and equipment	$	5,298	$	143	$	—	$	5,441
Identifiable assets	$	6,950,905	$	1,047,853	$	139,729	$	8,138,487

NOTE 14 - Commitments and Contingencies

Commitments

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include loan commitments, standby letters of credit, and documentary letters of credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. Our exposure to credit loss in the event of nonperformance by the other party of these loan commitments and standby letters of credit is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet financial instruments.

Undistributed portion of committed loans and unused lines of credit

Loan commitments are agreements to lend to a customer as long as there is no customer violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a payment of a fee. As of September 30, 2025 and December 31, 2024, commitments included the funding of fixed-rate loans totaling $138,174 and $184,780 and variable-rate loans totaling $1,363,989 and $1,615,505, respectively. The fixed-rate loan commitments have interest rates ranging from 1.00% to 18.00% at September 30, 2025 and December 31, 2024, and maturities ranging from 1 month to 17 years at September 30, 2025 and December 31, 2024.

Standby letters of credit

Standby letters of credit are conditional commitments to guarantee the performance of a customer to a third-party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Since many loan commitments and letters of credit expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on our credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, owner occupied real estate, and/or income-producing commercial properties. As of September 30, 2025 and December 31, 2024, our standby letters of credit commitment totaled $41,225 and $39,586, respectively.

MPF Master Commitments

The Bank has executed MPF Master Commitments (Commitments) with the FHLB to deliver mortgage loans and to guarantee the payment of any realized losses that exceed the FHLB’s first loss account for mortgages delivered under the Commitments. The Bank receives credit enhancement fees from the FHLB for providing this guarantee and continuing to manage the credit risk of the MPF Program mortgage loans. As of September 30, 2025 and December 31, 2024, the Bank considered the amount of any of its liability for the present value of the credit enhancement fees less any expected losses in the mortgages delivered under the Commitments to be immaterial, and has not recorded a liability and offsetting receivable. As of September 30, 2025 and December 31, 2024, the maximum potential amount of future payments that the Bank would have been required to make under the Commitments was $4,170 and $3,887, respectively. Under the Commitments, the Bank agrees to service the loans and therefore, is responsible for any necessary foreclosure proceedings. Any future recoveries on any losses would not be paid by the FHLB under the Commitments. The Bank has not experienced any material losses under these guarantees.

Contingencies

We generally sell loans to investors without recourse; therefore, the investors have assumed the risk of loss or default by the borrower. However, we are usually required by these investors to make certain standard representations and warranties relating to credit information, loan documentation, and collateral. To the extent that we do not comply with such representations, we may be required to repurchase the loans or indemnify these investors for any losses from borrower defaults. We establish reserves for potential losses related to these representations and warranties if deemed appropriate and such reserves would be recorded within accrued expenses and other liabilities. In assessing the adequacy of the reserve, we evaluate various factors including actual write-offs during the period, historical loss experience, known delinquent and other problem loans, and economic trends and conditions in the industry.

From time to time, we are a defendant in various claims, legal actions, and complaints arising in the ordinary course of business. We periodically review all outstanding pending or threatened legal proceedings and determine if such matters will have an adverse effect on our business, financial condition, results of operations or cash flows.

Litigation

Check Fraud Litigation

Rodeo Electrical Services, Inc. and its owner (collectively, “RESI”) filed a civil action against the Bank on June 23, 2020 in the Santa Fe County, New Mexico District Court. The complaint alleged that the Bank conspired with or otherwise aided a former RESI employee’s embezzlement of approximately $0.4 million from RESI. The complaint sought compensatory, exemplary, statutory and punitive damages, as well as payment of RESI’s legal fees and expenses. On January 18, 2024, the jury awarded RESI approximately $2.1 million which included punitive damages. Judgment on the jury’s award was entered on July 25, 2024. On June 6, 2025, a supplemental award of RESI’s legal fees of $0.8 million was entered. On June 30, 2025 the Bank filed an appeal, and on August 20, 2025, after mediation, the parties reached a settlement, all of which is covered by the Bank’s insurance. Because the settlement is covered by insurance, the settlement will not have a material effect on the financial condition or results of operations of the Bank.

We establish reserves for contingencies, including legal proceedings, when potential losses become probable and can be reasonably estimated. While the ultimate resolution of any legal proceedings, including the matters described above, cannot be determined at this time, based on information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in these above legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our financial statements. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any of these proceedings, which may be material to our results of operations for a given fiscal period.

NOTE 15 - Lease Commitments

Our leases relate primarily to office space and bank branches with remaining lease terms of generally 1 to 15 years. Certain lease arrangements contain extension options which typically range from 5 to 10 years at the then fair market rental rates. As these extension options are not generally considered reasonably certain of exercise, they are not included in the lease term.


	September 30, 2025			December 31, 2024
ROU asset on leased property, gross	$	40,933		$	38,779
Accumulated amortization	(18,110)			(16,303)
ROU asset, net (included in prepaid expenses and other assets in our consolidated balance sheets)	$	22,823		$	22,476
Lease liability (included in accrued expenses and other liabilities in our consolidated balance sheets)	$	24,562		$	24,376
Weighted Average Remaining Life - Operating Leases (years)	5.07			5.09
Weighted Average Rate - Operating Leases	3.34		%	2.61		%

The following table reconciles future undiscounted lease payments due under non-cancelable operating leases to the aggregate operating lessee lease liability as of September 30, 2025:


Remainder of 2025	$	2,525
2026	6,794
2027	4,787
2028	4,461
2029	3,685
2030	4,913
Thereafter	331
Total undiscounted operating lease liability	27,496
Imputed interest	2,934
Total operating lease liability included in the accompanying balance sheet	$	24,562

Total lease expense for three months ended September 30, 2025 and 2024 was $1,885 and $1,857, respectively. Total lease expense for the nine months ended September 30, 2025 and 2024 was $5,989 and $5,695, respectively. The components of total lease expense were as follows:


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Operating leases	$	1,872	$	1,813	$	5,862	$	5,680
Short-term leases	63		74		264		168

Sublease income	(50)		(30)		(137)		(153)
Net lease expense	$	1,885	$	1,857	$	5,989	$	5,695

We do not currently have any significant finance leases in which we are the lessee, material related-party leases, leases containing residual value guarantees or restrictive covenants.

NOTE 16 - Subsequent Events

The Company has evaluated subsequent events for potential recognition and disclosure through the filing date of this Form 10-Q.

Subordinated Notes Redemption

On October 1, 2025, FirstSun Capital Bancorp redeemed the entire principal amount, or $40 million, of its 6.000% Fixed-to-Floating Rate Subordinated Notes Due July 1, 2030.

Proposed Merger with First Foundation Inc.

On October 27, 2025, FirstSun and First Foundation, Inc. (“First Foundation”) entered into a definitive merger agreement pursuant to which First Foundation will merge with and into FirstSun (the “Merger”). In accordance with the terms and subject to the conditions set forth in the merger agreement, FirstSun will exchange 0.16083 shares of its common stock for each share of First Foundation common stock and preferred stock (on a fully converted basis) outstanding at the effective time of the Merger. Additionally, First Foundation’s warrant holders will exercise their warrants early and receive FirstSun common stock in the merger and also receive additional cash consideration totaling $17.5 million in the aggregate. The aggregate transaction value, inclusive of the cash consideration being paid to warrant holders, is estimated at $785 million based on FirstSun’s closing price as of October 24, 2025.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of FirstSun

General Overview

In this section, unless the context suggests otherwise, references to “we,” “us,” and “our” mean the combined business of FirstSun and its wholly-owned subsidiaries, Sunflower Bank, Sunflower Wealth Advisors, LLC, and FEIF Capital Partners, LLC.

FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, National Association, which is headquartered in Dallas, Texas and operates as Sunflower Bank and First National 1870. We conduct a full-service community banking and trust business through our wholly-owned subsidiaries—Sunflower Bank, Sunflower Wealth Advisors, LLC, and FEIF Capital Partners, LLC. The following discussion and analysis of FirstSun’s consolidated financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included in Item 1 of this Form 10-Q as well as our audited consolidated financial statements and footnotes for the year ended December 31, 2024 included in our 2024 Annual Report that we filed with the SEC on March 7, 2025. Historical results of operations and the percentage relationships among any amounts included, and any trends that may appear, may not indicate trends in operations or results of operations for any future periods.

Annualized ratios are presented utilizing the Actual/Actual day-count convention. Prior period annualized ratios have been recalculated to conform to the current presentation.

Recent Development - Pending Merger with First Foundation Inc.

On October 27, 2025, FirstSun and First Foundation Inc. (“First Foundation”), the holding company of Irvine, California-based First Foundation Bank (“First Foundation Bank’) entered into a definitive merger agreement. Under the merger agreement, FirstSun will continue as the surviving entity and Sunflower Bank will continue as the surviving bank. The combined holding company and bank will operate, respectively, under the FirstSun and Sunflower Bank names and brands following closing of the transaction.

Under the terms of the merger agreement, the companies will merge and the First Foundation common and preferred stockholders will receive 0.16083 of a share of FirstSun common stock for each share of First Foundation common stock on a fully converted basis. Additionally, First Foundation’s warrant holders will exercise their warrants and receive FirstSun common stock in the merger and also receive additional cash consideration totaling $17.5 million in the aggregate. The combined entity is expected to have total assets of approximately $17 billion and operate in markets that are among the nation’s best in terms of growth.

The parties anticipate that the merger will close early in the second quarter of 2026.

Financial Summary

Third Quarter 2025 Highlights:

•Net income of $23.2 million, $0.82 per diluted share

•Net interest margin of 4.07%

•Return on average total assets of 1.09%

•Return on average stockholders’ equity of 8.22%

•Loan growth of 10.6% annualized

•Deposit growth of 0.3% annualized

•24.5% noninterest income to total revenue1

Net income totaled $23.2 million for the third quarter of 2025 compared to net income of $22.4 million for the third quarter of 2024. Earnings per diluted share were $0.82 for the third quarter of 2025 compared to $0.79 for the third quarter of 2024. Adjusted net income, a non-GAAP financial measure, was $23.7 million or $0.84 per diluted share for the third quarter of 2024.

Net income totaled $73.1 million for the nine months ended September 30, 2025, compared to net income of $59.3 million for the same period in 2024. Earnings per diluted share were $2.59 for the nine months ended September 30, 2025 compared to $2.12 for the same period in 2024. Adjusted net income, a non-GAAP financial measure, was $63.4 million or $2.27 per diluted share for the nine months ended September 30, 2024. Net income for the nine months ended September 30, 2024 was negatively impacted by a $10.6 million provision for credit loss on a specific customer in our commercial and industrial loan portfolio, net of tax, or $0.38 per diluted share.

The following table sets forth certain summary financial and other information of FirstSun:


	As of and for the three months ended			As of and for the nine months ended
($ in thousands, except per share amounts)	September 30, 2025				September 30, 2024			September 30, 2025			September 30, 2024
Income Statement:
Net interest income	$	80,953			$	76,158		$	233,930		$	219,863
Provision for credit losses	10,100				5,000			18,400			22,700
Noninterest income	26,333				22,075			75,135			68,157
Noninterest expense	68,901				64,664			199,733			190,367
Income before income taxes	28,285				28,569			90,932			74,953
Provision for income taxes	5,111				6,147			17,803			15,675
Net income	23,174				22,422			73,129			59,278
Adjusted net income2	23,174				23,655			73,129			63,428
Balance Sheet:
Total assets	$	8,495,437			$	8,138,487		$	8,495,437		$	8,138,487
Total loans held-for-sale	85,250				72,247			85,250			72,247
Total loans held-for-investment	6,681,629				6,443,756			6,681,629			6,443,756
Total deposits	7,105,415				6,649,880			7,105,415			6,649,880
Total borrowed funds	76,163				290,709			76,163			290,709
Total stockholders' equity	1,127,513				1,034,085			1,127,513			1,034,085
Per Common Share Data:
Period end common shares outstanding	27,854,764				27,665,918			27,854,764			27,665,918
Weighted average common shares outstanding, basic	27,801,255				27,612,538			27,769,320			27,355,098
Basic earnings per share	$	0.83			$	0.81		$	2.63		$	2.17
Weighted average common shares outstanding, diluted	28,291,778				28,212,809			28,274,134			27,976,215
Diluted earnings per share	$	0.82			$	0.79		$	2.59		$	2.12
Adjusted diluted earnings per share2	0.82				0.84			2.59			2.27
Cash dividends	$	—			$	—		$	—		$	—
Dividend payout ratio	—		%		—		%	—		%	—		%
Book value per share	$	40.48			$	37.38		$	40.48		$	37.38
Tangible book value per share2	36.92				33.68			36.92			33.68
1 Total revenue is net interest income plus noninterest income.
2 See section entitled “Non-GAAP Financial Measures and Reconciliations” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent.

1 Total revenue is net interest income plus noninterest income.


	As of and for the three months ended		As of and for the nine months ended
($ in thousands, except per share amounts)	September 30, 2025			September 30, 2024		September 30, 2025		September 30, 2024
Performance Ratios:
Return on average total assets	1.09	%		1.12	%	1.19	%	1.01	%
Adjusted return on average total assets2	1.09	%		1.18	%	1.19	%	1.09	%
Return on average stockholders' equity	8.22	%		8.74	%	8.99	%	8.04	%
Adjusted return on average stockholders’ equity2	8.22	%		9.22	%	8.99	%	8.60	%
Return on average tangible stockholders' equity2	9.20	%		9.94	%	10.08	%	9.23	%
Adjusted return on average tangible stockholders' equity2	9.20	%		10.48	%	10.08	%	9.86	%
Net interest margin	4.07	%		4.08	%	4.07	%	4.04	%
Net interest margin (FTE basis)2	4.12	%		4.13	%	4.13	%	4.11	%
Efficiency ratio	64.22	%		65.83	%	64.62	%	66.10	%
Adjusted efficiency ratio2	64.22	%		64.16	%	64.62	%	64.30	%
Noninterest income to total revenue1	24.5	%		22.5	%	24.3	%	23.7	%
Balance Sheet Ratios:
Loan to deposit ratio	94.0	%		96.9	%	94.0	%	96.9	%
Net charge-offs (recoveries) to average loans outstanding	0.55	%		0.09	%	0.48	%	0.44	%
Allowance for credit losses to loans	1.26	%		1.29	%	1.26	%	1.29	%
Nonperforming loans to total loans3	1.04	%		1.02	%	1.04	%	1.02	%
Capital Ratios:
Total risk-based capital to risk-weighted assets	15.81	%		15.25	%	15.81	%	15.25	%
Tier 1 risk-based capital to risk-weighted assets	13.79	%		13.06	%	13.79	%	13.06	%
Common Equity Tier 1 (CET 1) to risk-weighted assets	13.79	%		13.06	%	13.79	%	13.06	%
Tier 1 leverage capital to average assets	12.44	%		11.96	%	12.44	%	11.96	%
Average stockholders' equity to average total assets	13.27	%		12.81	%	13.23	%	12.62	%
Tangible stockholders' equity to tangible assets2	12.25	%		11.59	%	12.25	%	11.59	%
Tangible stockholders' equity to tangible assets reflecting net unrealized losses on HTM securities, net of tax2	12.21	%		11.56	%	12.21	%	11.56	%
Nonfinancial Data:
Full-time equivalent employees	1,179			1,148		1,179		1,148
Banking branches	71			69		71		69
1 Total revenue is net interest income plus noninterest income.
2 See section entitled “Non-GAAP Financial Measures and Reconciliations” for information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent.
3 Nonperforming loans include nonaccrual loans and accrual loans greater than 90 days past due.

Non-GAAP Financial Measures and Reconciliations

The non-GAAP financial measures presented below are used by our management and our Board of Directors on a regular basis in addition to our GAAP results to facilitate the assessment of our financial performance. Management believes these non-GAAP financial measures enhance an investor’s understanding of our financial results by providing a meaningful basis for period-to-period comparisons, assisting in operating results analysis, and predicting future performance. This information supplements our GAAP reported results, and should not be viewed in isolation from, or as a substitute for, our GAAP results. Accordingly, this financial information should be read in conjunction with our consolidated financial statements and notes thereto for the three and nine months ended September 30, 2025, included elsewhere in this report. Non-GAAP financial measures exclude certain items that are included in the financial results presented in accordance with GAAP. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. These non-GAAP measures are not necessarily comparable to similar measures that may be represented by other companies.

The following table presents GAAP to non-GAAP reconciliations:


	As of and for the three months ended			As of and for the nine months ended
($ in thousands, except share and per share amounts)	September 30, 2025				September 30, 2024			September 30, 2025			September 30, 2024
Tangible stockholders’ equity to tangible assets:
Total stockholders' equity (GAAP)	$	1,127,513			$	1,034,085		$	1,127,513		$	1,034,085
Less: Goodwill and other intangible assets
Goodwill	(93,483)				(93,483)			(93,483)			(93,483)
Other intangible assets	(5,650)				(8,866)			(5,650)			(8,866)
Tangible stockholders' equity (non-GAAP)	$	1,028,380			$	931,736		$	1,028,380		$	931,736
Total assets (GAAP)	$	8,495,437			$	8,138,487		$	8,495,437		$	8,138,487
Less: Goodwill and other intangible assets
Goodwill	(93,483)				(93,483)			(93,483)			(93,483)
Other intangible assets	(5,650)				(8,866)			(5,650)			(8,866)
Tangible assets (non-GAAP)	$	8,396,304			$	8,036,138		$	8,396,304		$	8,036,138
Total stockholders' equity to total assets (GAAP)	13.27		%		12.71		%	13.27		%	12.71		%
Less: Impact of goodwill and other intangible assets	(1.02)		%		(1.12)		%	(1.02)		%	(1.12)		%
Tangible stockholders' equity to tangible assets (non-GAAP)	12.25		%		11.59		%	12.25		%	11.59		%
Tangible stockholders’ equity to tangible assets, reflecting net unrealized losses on HTM securities, net of tax:
Tangible stockholders' equity (non-GAAP)	$	1,028,380			$	931,736		$	1,028,380		$	931,736
Less: Net unrealized losses on HTM securities, net of tax	(3,432)				(2,852)			(3,432)			(2,852)
Tangible stockholders’ equity less net unrealized losses on HTM securities, net of tax (non-GAAP)	$	1,024,948			$	928,884		$	1,024,948		$	928,884
Tangible assets (non-GAAP)	$	8,396,304			$	8,036,138		$	8,396,304		$	8,036,138
Less: Net unrealized losses on HTM securities, net of tax	(3,432)				(2,852)			(3,432)			(2,852)
Tangible assets less net unrealized losses on HTM securities, net of tax (non-GAAP)	$	8,392,872			$	8,033,286		$	8,392,872		$	8,033,286

Tangible stockholders’ equity to tangible assets (non-GAAP)	12.25		%		11.59		%	12.25		%	11.59		%
Less: Net unrealized losses on HTM securities, net of tax	(0.04)		%		(0.03)		%	(0.04)		%	(0.03)		%
Tangible stockholders’ equity to tangible assets reflecting net unrealized losses on HTM securities, net of tax (non-GAAP)	12.21		%		11.56		%	12.21		%	11.56		%
Tangible book value per share:
Total stockholders' equity (GAAP)	$	1,127,513			$	1,034,085		$	1,127,513		$	1,034,085
Tangible stockholders' equity (non-GAAP)	$	1,028,380			$	931,736		$	1,028,380		$	931,736
Total shares outstanding	27,854,764				27,665,918			27,854,764			27,665,918
Book value per share (GAAP)	$	40.48			$	37.38		$	40.48		$	37.38
Tangible book value per share (non-GAAP)	$	36.92			$	33.68		$	36.92		$	33.68


	As of and for the three months ended			As of and for the nine months ended
($ in thousands, except share and per share amounts)	September 30, 2025				September 30, 2024			September 30, 2025			September 30, 2024
Adjusted net income:
Net income (GAAP)	$	23,174			$	22,422		$	73,129		$	59,278
Add: Non-recurring adjustments
Terminated merger related expenses, net of tax	—				1,233			—			4,150




Total adjustments, net of tax	—				1,233			—			4,150
Adjusted net income (non-GAAP)	$	23,174			$	23,655		$	73,129		$	63,428

Adjusted diluted earnings per share:
Diluted earnings per share (GAAP)	$	0.82			$	0.79		$	2.59		$	2.12
Add: Impact of non-recurring adjustments
Terminated merger related expenses, net of tax	—				0.05			—			0.15



Adjusted diluted earnings per share (non-GAAP)	$	0.82			$	0.84		$	2.59		$	2.27
Adjusted return on average total assets:
Return on average total assets (ROAA) (GAAP)	1.09		%		1.12		%	1.19		%	1.01		%
Add: Impact of non-recurring adjustments
Terminated merger related expenses, net of tax	—		%		0.06		%	—		%	0.08		%



Adjusted ROAA (non-GAAP)	1.09		%		1.18		%	1.19		%	1.09		%
Adjusted return on average stockholders’ equity:
Return on average stockholders' equity (ROACE) (GAAP)	8.22		%		8.74		%	8.99		%	8.04		%
Add: Impact of non-recurring adjustments
Terminated merger related expenses, net of tax	—		%		0.48		%	—		%	0.56		%



Adjusted ROACE (non-GAAP)	8.22		%		9.22		%	8.99		%	8.60		%
Return on average tangible stockholders’ equity:
Return on average stockholders’ equity (ROACE) (GAAP)	8.22		%		8.74		%	8.99		%	8.04		%
Add: Impact from goodwill and other intangible assets
Goodwill	0.81		%		0.98		%	0.90		%	0.94		%
Other intangible assets	0.17		%		0.22		%	0.19		%	0.25		%
Return on average tangible stockholders’ equity (ROATCE) (non-GAAP)	9.20		%		9.94		%	10.08		%	9.23		%
Adjusted return on average tangible stockholders’ equity:
Return on average tangible stockholders' equity (ROATCE) (non-GAAP)	9.20		%		9.94		%	10.08		%	9.23		%
Add: Impact of non-recurring adjustments
Terminated merger related expenses, net of tax	—		%		0.54		%	—		%	0.63		%



Adjusted ROATCE (non-GAAP)	9.20		%		10.48		%	10.08		%	9.86		%
Adjusted total noninterest expense:
Total noninterest expense (GAAP)	$	68,901			$	64,664		$	199,733		$	190,367
Less: Non-recurring adjustments
Terminated merger related expenses	—				(1,633)			—			(5,168)


Total non-recurring adjustments	—				(1,633)			—			(5,168)
Adjusted total noninterest expense (non-GAAP)	$	68,901			$	63,031		$	199,733		$	185,199
Adjusted efficiency ratio:
Efficiency ratio (GAAP)	64.22		%		65.83		%	64.62		%	66.10		%
Less: Impact of non-recurring adjustments
Terminated merger related expenses	—		%		(1.67)		%	—		%	(1.80)		%


Adjusted efficiency ratio (non-GAAP)	64.22		%		64.16		%	64.62		%	64.30		%








Fully tax equivalent (“FTE”) net interest income and net interest margin:
Net interest income (GAAP)	$	80,953			$	76,158		$	233,930		$	219,863
Gross income effect of tax exempt income	1,225				1,132			3,621			3,606
FTE net interest income (non-GAAP)	$	82,178			$	77,290		$	237,551		$	223,469
Average earning assets	$	7,888,042			$	7,430,357		$	7,681,360		$	7,263,093
Net interest margin	4.07		%		4.08		%	4.07		%	4.04		%
Net interest margin on FTE basis (non-GAAP)	4.12		%		4.13		%	4.13		%	4.11		%

Segments

Banking

Three months ended September 30, 2025 and 2024

Income before income taxes decreased $2.9 million to $25.7 million for the third quarter of 2025, from $28.6 million for the same period in 2024. The period over period decrease was primarily due to an increase in provision for credit losses and an increase in salary and employee benefits, partially offset by an increase in net interest income. Provision for credit losses increased $4.2 million to $10.5 million for the third quarter of 2025, compared to $6.4 million for the same period in 2024, primarily due to deterioration in a specific commercial and industrial customer relationship, impacts from net changes in loan portfolio balances, and impacts from net portfolio downgrades. Salary and employee benefits increased $4.0 million to $34.5 million for the third quarter of 2025, from $30.5 million for the same period in 2024, primarily due to an increase in headcount of C&I bankers and support personnel and higher medical insurance costs. Net interest income increased $3.6 million to $76.0 million for the third quarter of 2025, compared to $72.4 million for the same period in 2024, primarily due to a decrease in the cost of interest-bearing liabilities. Identifiable assets for our Banking segment increased $0.2 billion to $7.2 billion at September 30, 2025 from $7.0 billion at September 30, 2024. The growth in identifiable assets was primarily driven by organic growth in our loan portfolio.

Nine months ended September 30, 2025 and 2024

Income before income taxes increased $9.3 million to $86.1 million for the nine months ended September 30, 2025, from $76.7 million for the same period in 2024. The period over period increase was primarily due to a decrease in provision for credit losses and an increase in net interest income, partially offset by an increase in salary and employee benefits. Provision for credit losses decreased $5.3 million to $19.1 million for the nine months ended September 30, 2025, compared to $24.4 million for the same period in 2024, primarily due to a $14.1 million provision for credit loss on a specific customer in our commercial and industrial loan portfolio during the nine months ended September 30, 2024. Net interest income increased $9.2 million to $219.8 million for the nine months ended September 30, 2025 compared to $210.6 million for the same period in 2024, primarily due to a decrease in the cost of interest-bearing liabilities, relative to a decrease in the yield on interest earning assets, as a result of a declining interest rate environment and mix shift away from higher rate certificates of deposits. Salary and employee benefits increased $7.3 million to $98.5 million for the nine months ended September 30, 2025, compared to $91.3 million for the same period in 2024, primarily due to increased headcount, including the hiring of commercial and industrial bankers in Southern California.

Mortgage Operations

Three months ended September 30, 2025 and 2024

Income before income taxes increased $2.6 million to $5.2 million for the third quarter of 2025, compared to $2.7 million for the same period in 2024. The period over period increase was primarily due to an increase in revenue from mortgage banking services and increase in net interest income, partially offset by an increase in salary and employee benefits. Revenue from mortgage banking services increased $3.8 million to $13.3 million for the third quarter of 2025, compared to $9.4 million for the same period in 2024, primarily due to an increase in loan originations sold and higher margins, and higher net MSR capitalization. Net interest income increased $1.6 million to $6.5 million for the third quarter of 2025, compared to $5.0 million for the same period in 2024, primarily due to higher average balance and higher average yield on residential real estate loans. Salary and employee benefits increased $1.4 million to $9.7 million for the third quarter of 2025, compared to $8.3 million for the same period in 2024, primarily due to higher levels of variable compensation associated with an increase in mortgage loan originations. Identifiable assets for our Mortgage Operations segment increased $0.1 billion to $1.2 billion at September 30, 2025 from $1.0 billion at September 30, 2024. The growth in identifiable assets was primarily driven by organic growth in our residential mortgage portfolio.

Nine months ended September 30, 2025 and 2024

Income before income taxes increased $4.7 million to $12.1 million for the nine months ended September 30, 2025, compared to $7.5 million for the same period in 2024. The period over period increase was primarily due to an increase in net interest income and increase in revenue from mortgage banking services, partially offset by an increase in salary and employee benefits. Net interest income increased $5.1 million to $18.1 million for the nine months ended September 30, 2025, compared to $13.0 million for the same period in 2024, primarily due to higher average balance and higher average yield on residential real estate loans. Revenue from mortgage banking services increased $5.7 million to $36.9 million for the nine months ended September 30, 2025, compared to $31.2 million for the same period in 2024, primarily due to an

increase in loan originations sold, partially offset by slightly lower margins, and an increase in mortgage servicing income. Salary and employee benefits increased $4.0 million to $27.9 million for the nine months ended September 30, 2025, compared to $23.9 million for the same period in 2024, primarily due to higher levels of variable compensation associated with an increase in mortgage loan originations.

Critical Accounting Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Our accounting and reporting estimates are in accordance with generally accepted accounting principles, or “U.S. GAAP,” and conform to general practices within the banking industry. Estimates that are susceptible to significant changes include accounting for the allowance for credit losses and fair value measurements of MSRs, both of which require significant judgments by management. Actual results could result in material changes to our consolidated financial condition or consolidated results of operations.

Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the determination of the allowance for credit losses and fair value measurements of MSRs to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates. Therefore, we consider the estimates underlying these policies to be critical accounting estimates and we discuss them directly with the Audit Committee of our Board of Directors at least annually.

The following is a description of our critical accounting estimates and an explanation of the methods and assumptions underlying their application.

Allowance for Credit Losses - Management maintains an ACL for loans based upon management’s estimate of the lifetime expected credit losses in the loan portfolio as of the balance sheet date, excluding loans held for sale. Additionally, management maintains an ACL for held-to-maturity or available-for-sale debt securities, and other off-balance sheet credit exposures (e.g., unfunded loan commitments). For loans and unfunded loan commitments, the estimate of lifetime credit losses includes the use of quantitative models that incorporate forward-looking macroeconomic scenarios that are applied over the contractual lives of the portfolios, adjusted, as appropriate, for prepayments and permitted extension options using historical experience. For purposes of the ACL for lending commitments, such allowance is determined using the same methodology as the ACL for loans, while also taking into consideration the probability of drawdowns or funding, and whether such commitments are cancellable by us. The ACL for held-to-maturity and available-for-sale debt securities is measured using a risk-adjusted discounted cash flow approach that also considers relevant current and forward-looking economic variables and the ACL is limited to the difference between the fair value of the security and its amortized cost. Judgment is specifically applied in the determination of economic assumptions, length of the initial loss forecast period, the reversion of losses beyond the initial forecast period, usage of macroeconomic scenarios, probabilities of default, losses given default, amortization and prepayment rates, and qualitative factors, which may not be adequately captured in the loss model, as further discussed below.

The macroeconomic scenarios utilized by management include variables that have historically been key drivers of increases and decreases in credit losses. These variables include, but are not limited to, unemployment rates, housing and commercial real estate prices, gross domestic product levels, corporate bond spreads and changes in equity market prices. Management derives the economic forecasts it uses in its ACL model from Moody’s Analytics. The latter has a large team of economics, database managers and operational engineers with a history of producing monthly economic forecasts for over 25 years.

Management has currently set an initial forecast period (“reasonable and supportable period”) of four years and a reversion period of one year, utilizing a straight-line approach and reverting back to the historical macroeconomic mean. After the reversion period, a historical loss forecast period covering the remaining contractual life, adjusted for prepayments, is used based on changes in key historical economic variables during representative historical expansionary and recessionary periods. Changes in economic forecasts impact the probability of default (“PD”), loss-given default (“LGD”), and exposure at default (“EAD”) for each instrument, and therefore influence the amount of future cash flows for each instrument that management does not expect to collect.

Further, management periodically considers the need for qualitative adjustments to the ACL. Qualitative adjustments may be related to and include, but not limited to, factors such as the following: (i) management’s assessment of economic

forecasts used in the model and how those forecasts align with management’s overall evaluation of current and expected economic conditions; (ii) organization specific risks such as credit concentrations, collateral specific risks, nature, and size of the portfolio and external factors that may ultimately impact credit quality, and (iii) other limitations associated with factors such as changes in underwriting and loan resolution strategies, among others. The qualitative factors applied on September 30, 2025, and the importance and levels of the qualitative factors applied, may change in future periods depending on the level of changes to items such as the uncertainty of economic conditions and management’s assessment of the level of credit risk within the loan portfolio as a result of such changes, compared to the amount of ACL calculated by the model. The evaluation of qualitative factors is inherently imprecise and requires significant management judgment.

The ACL can also be impacted by factors outside of management’s control, which include unanticipated changes in asset quality of the portfolio, such as deterioration in borrower delinquencies, or credit scores in our residential real estate and consumer portfolio. Further, the current fair value of collateral is utilized to assess the expected credit losses when a financial asset is considered to be collateral dependent.

Our process for determining the ACL is further discussed in “Note 1 - Basis of Presentation, Description of Business and Summary of Significant Accounting Policies” in our 2024 Annual Report.

Fair Value Measurement of MSRs - Our residential mortgage servicing rights are measured at fair value on a recurring basis. We estimate the fair value of our MSRs using a process that utilizes a discounted cash flow model and analysis of current market data to arrive at the estimate. The cash flow assumptions used in the model are based on numerous factors, with the key assumptions being mortgage prepayment speeds, discount rates and cost to service that management believes are consistent with the assumptions that other similar market participants use in valuing MSRs. The change of any of these key assumptions due to market conditions or other factors could materially affect the fair value of our MSRs. We also utilize a third-party consulting firm to assist us with the valuation. Because of the nature of the valuation inputs, we classify the valuation of our MSRs as Level 3 in the fair value hierarchy. See Note 4 - Mortgage Servicing Rights for our assumptions used in valuing the MSRs. For information concerning the hypothetical sensitivity of the key assumptions under adverse changes on our MSRs, see the table under “Noninterest Income” elsewhere in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in this report.

Results of Operations

The following table sets forth components of our results of operations:


	For the three months ended September 30,			For the nine months ended September 30,
($ in thousands, except per share amounts)	2025			2024			2025			2024
Net interest income	$	80,953		$	76,158		$	233,930		$	219,863
Provision for credit losses	10,100			5,000			18,400			22,700
Noninterest income	26,333			22,075			75,135			68,157
Noninterest expense	68,901			64,664			199,733			190,367
Income before income taxes	28,285			28,569			90,932			74,953
Provision for income taxes	5,111			6,147			17,803			15,675
Net income	23,174			22,422			73,129			59,278

Diluted earnings per share	$	0.82		$	0.79		$	2.59		$	2.12
Return on average total assets	1.09		%	1.12		%	1.19		%	1.01		%
Return on average stockholders' equity	8.22		%	8.74		%	8.99		%	8.04		%
Net interest margin	4.07		%	4.08		%	4.07		%	4.04		%
Net interest margin - FTE basis (non-GAAP)1	4.12		%	4.13		%	4.13		%	4.11		%
Efficiency ratio	64.22		%	65.83		%	64.62		%	66.10		%
Noninterest income to total revenue2	24.5		%	22.5		%	24.31		%	23.66		%
1 See section entitled “Non-GAAP Financial Measures and Reconciliations” for information regarding non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent.
2 Total revenue is net interest income plus noninterest income.

General

Our results of operations depend significantly on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of interest income on loans and investment securities and interest expense on

interest-bearing liabilities, consisting primarily of deposits and borrowings. Our results of operations are also dependent on our generation of noninterest income, consisting primarily of income from mortgage banking services, treasury management service fees, service charges on deposit accounts, trust and investment advisory fees and credit and debit card fees. Other factors contributing to our results of operations include our provisions for credit losses, income taxes, and noninterest expenses, such as salaries and employee benefits, occupancy and equipment, amortization of intangible assets and other operating costs.

Net Interest Income

Net interest income, representing interest income less interest expense, is a significant contributor to our revenues and earnings. We generate interest income from interest and dividends on interest-earning assets, which are principally comprised of loans and investment securities. We incur interest expense from interest owed or paid on interest-bearing liabilities, including interest-bearing deposits, FHLB advances and other borrowings. Net interest income and margin are shaped by the characteristics of the underlying products, including volume, term and structure of each product. We measure and monitor yields on our loans and other interest-earning assets, the costs of our deposits and other funding sources, our net interest spread and our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as net interest income divided by average interest-earning assets.

Interest earned on our loan portfolio is the largest component of our interest income. Our loan portfolios are presented at the principal amount outstanding net of deferred origination fees and unamortized discounts and premiums. Interest income is recognized based on the principal balance outstanding and the stated rate of the loan. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield on the related loan. Non-PCD loans acquired are initially recorded at fair value and the resulting discount or premium are recognized as an adjustment of the yield on the related loans.

Our net interest income can be significantly influenced by a variety of factors, including overall loan demand, economic conditions, credit risk, the amount of non-earning assets including nonperforming loans and OREO, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities, exercise of call options on borrowings or securities, a general rise or decline in interest rates, changes in the slope of the yield-curve, and balance sheet growth or contraction.

Three months ended September 30, 2025 and 2024

Our net interest income was $81.0 million for the third quarter of 2025, an increase of $4.8 million, or 6.3%, compared to the same period in 2024. Interest income on loans increased by $0.7 million for the third quarter of 2025, compared to the same period in 2024. Interest income on investment securities decreased by $0.4 million for the third quarter of 2025, compared to the same period in 2024. Interest income on interest-bearing cash and other assets increased by $1.9 million for the third quarter of 2025, compared to the same period in 2024. Interest expense from total interest-bearing liabilities decreased by $2.6 million for the third quarter of 2025, compared to the same period in 2024.

Our net interest margin was 4.07% for the third quarter of 2025, compared to 4.08% for the same period in 2024, a decrease of one basis point. We experienced a 28 basis point decrease in yield from earning assets while our total cost of interest-bearing liabilities decreased by 36 basis points, for the third quarter of 2025 as compared to the same period in 2024. Total earning assets increased $0.5 billion while total interest-bearing liabilities increased $0.3 billion, for the third quarter of 2025 as compared to the same period in 2024.

Total average loans grew to $6.7 billion at September 30, 2025, an increase of $0.2 billion or 3.2%, compared to September 30, 2024, due to organic growth in our loan portfolio. Yield on loans decreased 19 basis points for the third quarter of 2025, compared to the same period in 2024, primarily due to the declining interest rate environment and its impact on variable rate loans in the portfolio. Interest-bearing cash and other assets increased $0.3 billion, or 61.5%, for the third quarter of 2025, compared to the same period in 2024. Yield on interest-bearing cash and other assets decreased 89 basis points for the third quarter of 2025, compared to the same period in 2024, primarily due to the declining interest rate environment.

Average interest-bearing liabilities increased $0.3 billion, or 5.5%, for the third quarter of 2025, compared to the same period in 2024, primarily to support the growth in our loan portfolio. Average interest-bearing deposits increased $0.4 billion, or 8.5%, for the third quarter of 2025, compared to the same period in 2024, which included a decrease of $0.4 billion, or 22.4%, in average certificates of deposit balances. Cost of interest-bearing deposits decreased 33 basis points for the third quarter of 2025, compared to the same period in 2024, primarily due to the declining interest rate environment and

change in deposit product mix, particularly the decrease in certificates of deposit balances. Average FHLB borrowings decreased $0.1 billion, or 100.0%, for the third quarter of 2025, compared to the same period in 2024. Cost of FHLB borrowings decreased 558 basis points, for the third quarter of 2025, compared to the same period in 2024.

Nine months ended September 30, 2025 and 2024

Our net interest income was $233.9 million for the nine months ended September 30, 2025, an increase of $14.1 million, or 6.4%, compared to the same period in 2024. Interest income on loans was unchanged for the nine months ended September 30, 2025, compared to the same period in 2024. Interest income on investment securities decreased by $0.8 million for the nine months ended September 30, 2025, compared to the same period in 2024. Interest income on interest-bearing cash and other assets increased by $5.8 million for the nine months ended September 30, 2025, compared to the same period in 2024. Interest expense from total interest-bearing liabilities decreased by $9.1 million for the nine months ended September 30, 2025, compared to the same period in 2024.

Our net interest margin was 4.07% for the nine months ended September 30, 2025, compared to 4.04% for the same period in 2024, an increase of three basis points. We experienced a 25 basis point decrease in yield from earning assets and our total cost of interest-bearing liabilities decreased by 36 basis points for the nine months ended September 30, 2025, compared to the same period in 2024. Total earning assets increased $0.4 billion while total interest-bearing liabilities increased $0.2 billion, for the nine months ended September 30, 2025, compared to the same period in 2024.

Total average loans grew to $6.6 billion at September 30, 2025, an increase of $0.2 billion, compared to September 30, 2024, primarily due to organic growth in our loan portfolio. Yield on loans decreased 18 basis points for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the declining interest rate environment and its impact on variable rate loans in the portfolio. Interest-bearing cash and other assets increased $0.3 billion, or 75.9%, for the nine months ended September 30, 2025, compared to the same period in 2024. Yield on interest-bearing cash and other assets decreased 98 basis points for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the declining interest rate environment.

Average interest-bearing liabilities increased $0.2 billion, or 4.7%, for the nine months ended September 30, 2025, compared to the same period in 2024. Average interest-bearing deposits increased $0.4 billion, or 7.4%, for the nine months ended September 30, 2025, compared to the same period in 2024. Cost of interest-bearing deposits decreased 32 basis points for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the declining interest rate environment and change in deposit product mix, particularly the decrease in certificates of deposit balances. Average FHLB borrowings decreased $0.1 billion, or 91.7%, for the nine months ended September 30, 2025, compared to the same period in 2024. Cost of FHLB borrowings decreased 101 basis points, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to the declining interest rate environment.

The following tables set forth information related to our average balance sheet, average yields on assets, and average costs of liabilities for the periods presented. We derived these yields by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated.

As of and for the three months ended September 30,:


	2025							2024
(In thousands)	Average Balance		Interest			Average Yield/Rate		Average Balance		Interest			Average Yield/Rate
Interest Earning Assets

Loans1	6,667,158		109,092			6.49	%	6,460,484		108,441			6.68	%
Investment securities	505,999		4,376			3.43	%	527,241		4,769			3.60	%
Interest-bearing cash and other assets	714,885		7,660			4.25	%	442,632		5,722			5.14	%
Total earning assets	7,888,042		121,128			6.09	%	7,430,357		118,932			6.37	%
Other assets	540,079							534,740
Total assets	$	8,428,121						$	7,965,097

Interest-bearing liabilities
Demand and NOW deposits	$	796,192	$	6,611		3.29	%	$	657,537	$	6,167		3.73	%
Savings deposits	391,444		578			0.59	%	411,526		739			0.71	%
Money market deposits	2,852,860		18,527			2.58	%	2,140,552		12,053			2.24	%
Certificates of deposits	1,397,371		12,809			3.64	%	1,800,502		20,626			4.56	%
Total deposits	5,437,867		38,525			2.81	%	5,010,117		39,585			3.14	%
Repurchase agreements	8,055		37			1.82	%	13,528		44			1.29	%
Total deposits and repurchase agreements	5,445,922		38,562			2.81	%	5,023,645		39,629			3.14	%
FHLB borrowings	—		—			—	%	135,641		1,901			5.58	%
Other long-term borrowings	76,117		1,613			8.41	%	75,654		1,244			6.54	%
Total interest-bearing liabilities	5,522,039		40,175			2.89	%	5,234,940		42,774			3.25	%
Noninterest-bearing deposits	1,642,346							1,568,685
Other liabilities	145,730							141,206
Stockholders' equity	1,118,006							1,020,266
Total liabilities and stockholders' equity	$	8,428,121						$	7,965,097

Net interest income			$	80,953						$	76,158
Net interest spread			3.20		%					3.12		%
Net interest margin			4.07		%					4.08		%
Net interest margin - FTE basis (non-GAAP)2			4.12		%					4.13		%
1 Includes loans held-for-investment, including nonaccrual loans, and loans held-for-sale.
2 See section entitled “Non-GAAP Financial Measures and Reconciliations” for information regarding non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent.

As of and for the nine months ended September 30,:


	2025							2024
(In thousands)	Average Balance		Interest			Average Yield/Rate		Average Balance		Interest			Average Yield/Rate
Interest Earning Assets

Loans1	6,570,356		315,889			6.43	%	6,386,620		315,893			6.61	%
Investment securities	506,068		13,179			3.48	%	532,562		14,028			3.52	%
Interest-bearing cash and other assets	604,936		19,428			4.29	%	343,911		13,580			5.27	%
Total earning assets	7,681,360		348,496			6.07	%	7,263,093		343,501			6.32	%
Other assets	542,038							543,916
Total assets	$	8,223,398						$	7,807,009

Interest-bearing liabilities
Demand and NOW deposits	$	770,395	$	18,755		3.25	%	$	609,632	$	16,924		3.71	%
Savings deposits	397,745		1,723			0.58	%	415,687		2,179			0.70	%
Money market deposits	2,652,819		47,797			2.41	%	2,098,927		32,497			2.07	%
Certificates of deposits	1,482,529		41,829			3.77	%	1,812,839		62,859			4.63	%
Total deposits	5,303,488		110,104			2.78	%	4,937,085		114,459			3.10	%
Repurchase agreements	8,892		110			1.66	%	17,099		148			1.16	%
Total deposits and repurchase agreements	5,312,380		110,214			2.77	%	4,954,184		114,607			3.09	%
FHLB borrowings	10,491		361			4.61	%	125,799		5,297			5.62	%
Other long-term borrowings	76,017		3,991			7.02	%	75,522		3,734			6.61	%
Total interest-bearing liabilities	5,398,888		114,566			2.84	%	5,155,505		123,638			3.20	%
Noninterest-bearing deposits	1,587,670							1,529,793
Other liabilities	148,675							136,491
Stockholders’ equity	1,088,165							985,220
Total liabilities and stockholders’ equity	$	8,223,398						$	7,807,009

Net interest income			$	233,930						$	219,863
Net interest spread			3.23		%					3.12		%
Net interest margin			4.07		%					4.04		%
Net interest margin - FTE basis (non-GAAP)2			4.13		%					4.11		%
1 Includes loans held-for-investment, including nonaccrual loans, and loans held-for-sale.
2 See section entitled “Non-GAAP Financial Measures and Reconciliations” for information regarding non-GAAP financial measures and a reconciliation to the most comparable GAAP equivalent.

Rate-Volume Analysis

The tables below present the effect of volume and rate changes on interest income and expense. Changes due to volume are changes in the average balance multiplied by the previous period’s average rate. Changes due to rate are changes in the average rate multiplied by the average balance from the prior period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.


	For the three months ended September 30,
	2025 Versus 2024 Increase (Decrease) Due to:
(In thousands)	Rate		Volume		Total
Interest Earning Assets

Loans1	$	(2,934)	$	3,586	$	652
Investment securities	(211)		(182)		(393)
Interest-bearing cash	(1,127)		3,064		1,937
Total earning assets	(4,272)		6,468		2,196
Interest-bearing liabilities
Demand and NOW deposits	(774)		1,217		443
Savings deposits	(127)		(34)		(161)
Money market deposits	2,013		4,461		6,474
Certificates of deposits	(3,708)		(4,109)		(7,817)
Total deposits	(2,596)		1,535		(1,061)
Repurchase agreements	14		(21)		(7)
Total deposits and repurchase agreements	(2,582)		1,514		(1,068)
FHLB borrowings	(951)		(950)		(1,901)
Other long-term borrowings	362		8		370
Total interest-bearing liabilities	(3,171)		572		(2,599)
Net interest income	$	(1,101)	$	5,896	$	4,795
1 Includes loans held-for-investment, including nonaccrual loans, and loans held-for-sale.


	For the nine months ended September 30,
	2025 Versus 2024 Increase (Decrease) Due to:
(In thousands)	Rate		Volume		Total
Interest Earning Assets

Loans1	$	(8,807)	$	8,803	$	(4)
Investment securities	(147)		(702)		(849)
Interest-bearing cash	(2,901)		8,749		5,848
Total earning assets	(11,855)		16,850		4,995
Interest-bearing liabilities
Demand and NOW deposits	(2,245)		4,076		1,831
Savings deposits	(365)		(91)		(456)
Money market deposits	5,881		9,419		15,300
Certificates of deposits	(10,611)		(10,419)		(21,030)
Total deposits	(7,340)		2,985		(4,355)
Repurchase agreements	49		(87)		(38)
Total deposits and repurchase agreements	(7,291)		2,898		(4,393)
FHLB borrowings	(815)		(4,121)		(4,936)
Other long-term borrowings	233		24		257
Total interest-bearing liabilities	(7,873)		(1,199)		(9,072)
Net interest income	$	(3,982)	$	18,049	$	14,067
1 Includes loans held-for-investment, including nonaccrual loans, and loans held-for-sale.

Provision for Credit Losses

We established an allowance for credit losses through a provision for credit losses charged as an expense in our consolidated statements of income. The provision for credit losses is the amount of expense that, based on our judgment, is required to maintain the allowance for credit losses at an adequate level to absorb expected losses in the loan portfolio at the balance sheet date and that, in management’s judgment, is appropriate under GAAP. Our determination of the amount of the allowance for credit losses and corresponding provision for credit losses considers ongoing evaluations of the credit quality and level of credit risk inherent in our loan portfolio, levels of nonperforming loans and charge-offs, statistical trends and economic and other relevant factors. The allowance for credit losses is increased by the provision for credit losses and is decreased by charge-offs, net of recoveries on prior loan charge-offs.

We recorded a provision for credit losses of $10.1 million for the third quarter of 2025, compared to $5.0 million for the same period in 2024. The provision for credit losses for the third quarter of 2025 was primarily due to deterioration in a specific commercial and industrial customer relationship, impacts from net changes in loan portfolio balances, and impacts from net portfolio downgrades.

We recorded a provision for credit losses of $18.4 million for the nine months ended September 30, 2025, compared to $22.7 million for the same period in 2024. The provision for credit losses for the nine months ended September 30, 2025 was primarily due to deterioration in a couple of C&I customer relationships, impacts from net changes in loan portfolio balances, and impacts from net portfolio downgrades.

Noninterest Income

The following table presents noninterest income:


	For the three months ended				For the nine months ended
(In thousands)	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Service charges on deposit accounts	$	2,162	$	2,560	$	6,205	$	7,276
Treasury management service fees	4,402		3,748		12,929		10,847
Credit and debit card fees	2,671		2,738		7,985		8,447
Trust and investment advisory fees	1,536		1,395		4,430		4,351
Income from mortgage banking services, net	12,641		8,838		34,970		29,383
Other	2,921		2,796		8,616		7,853
Total noninterest income	$	26,333	$	22,075	$	75,135	$	68,157

Three months ended September 30, 2025 and 2024

Our noninterest income increased $4.3 million to $26.3 million for the third quarter of 2025 from $22.1 million for the same period in 2024.

Service charges on deposit accounts includes overdraft and non-sufficient funds charges, and other service fees on deposit accounts. Service charges on deposit accounts decreased $0.4 million for the third quarter of 2025, compared to the same period in 2024, primarily due to a decrease in non-sufficient funds and overdraft fees.

Treasury management service fees include financial information management, accounts receivable management, accounts payable services, fraud mitigation services, and cash flow management. Treasury management service fees increased $0.7 million for the third quarter of 2025 compared to the same period in 2024, primarily due to an overall increase in our business customer base as well as an increase in products and services provided to our existing customer base.

Credit and debit card fees represent interchange income from credit and debit card activity and referral fees earned from processing fees on card transactions by our business customers. Credit and debit card fees decreased $0.1 million for the third quarter of 2025 compared to the same period in 2024, as card transaction volumes decreased slightly.

Trust and investment advisory fees represent fees we receive in connection with our investment advisory and custodial management services of investment accounts. Trust and investment advisory fees increased $0.1 million for the third quarter of 2025 compared to the same period in 2024, as assets under management increased slightly.

The components of income from mortgage banking services were as follows:


	For the three months ended September 30,
(In thousands)	2025		2024
Net sale gains and fees from mortgage loan originations, including loans held-for-sale changes in fair value and hedging	$	6,392	$	4,669

Mortgage servicing income	4,726		4,321
Net MSR capitalization and changes in fair value, net of derivative activity	1,523		(152)


Income from mortgage banking services, net	$	12,641	$	8,838

For the third quarter of 2025, income from mortgage banking services increased $3.8 million, compared to the same period in 2024. Total loan originations for sale were $371.5 million for the third quarter of 2025, an increase of $66.4 million from $305.2 million for the same period in 2024. The increase in loan originations sold and higher margins resulted in the increase in revenue related to net sale gains and fees from loan originations, including fair value changes in the held-for-sale portfolio and hedging activity. We retain servicing rights on the majority of mortgage loans that we sell, which drove the increase in servicing income of $0.4 million to $4.7 million for the third quarter of 2025, from $4.3 million for the same period in 2024. Net MSR capitalization and changes in fair value, net of derivative activity, increased $1.7 million in the third quarter of 2025, compared to the same period in 2024. The increase in revenue related to our MSRs was due to higher net MSR capitalization and a slight increase in the fair value of our MSRs, net of hedging.

The following table shows the hypothetical effect on the fair value of our MSRs when applying certain unfavorable variations of key assumptions to these assets as of September 30, 2025.


(In thousands)	10%		20%
Discount rate	$	(3,674)	$	(6,680)
Total prepayment speeds	(3,472)		(6,251)
Cost of servicing each loan	(1,399)		(2,270)

These hypothetical sensitivities should be evaluated with care. The effect on fair value of an adverse change in assumptions generally cannot be determined because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects.

Other noninterest income increased $0.1 million for the third quarter of 2025 compared to the same period in 2024, primarily due to an increase in interest rate swap fair value and fee revenue, increase in the fair value of investments related to our deferred compensation plan, and increase in credit line fees, partially offset by a decrease in loan syndication and agency fees.

Nine months ended September 30, 2025 and 2024

Our noninterest income increased $7.0 million to $75.1 million for the nine months ended September 30, 2025 from $68.2 million for the same period in 2024.

Service charges on deposit accounts decreased $1.1 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in non-sufficient funds and overdraft fees.

Credit and debit card fees decreased $0.5 million for the nine months ended September 30, 2025 compared to the same period in 2024, as card transaction volumes decreased.

Trust and investment advisory fees were largely unchanged for the nine months ended September 30, 2025 as compared to the same period in 2024.

The components of income from mortgage banking services were as follows:


	For the nine months ended September 30,
(In thousands)		2025		2024
Net sale gains and fees from mortgage loan originations, including loans held-for-sale changes in fair value and hedging		$	17,556	$	14,905

Mortgage servicing income		13,871		12,580
Net MSR capitalization and changes in fair value, net of derivative activity		3,543		1,898


Income from mortgage banking services, net		$	34,970	$	29,383

For the nine months ended September 30, 2025, income from mortgage banking services increased $5.6 million, compared to the same period in 2024. Total loan originations for sale were $1.0 billion for the nine months ended September 30, 2025, an increase of $205.6 million from $797.6 million for the same period in 2024. The increase in loan originations sold, partially offset by slightly lower margins resulted in the increase in revenue related to net sale gains and fees from loan originations, including fair value changes in the held-for-sale portfolio and hedging activity. We retain servicing rights on the majority of mortgage loans that we sell, which drove the increase in servicing income of $1.3 million to $13.9 million for the nine months ended September 30, 2025, from $12.6 million for the same period in 2024. The increase in revenue related to our MSRs was due to higher net MSR capitalization and an increase in the fair value of our MSRs, net of hedging.

Other noninterest income increased $0.8 million for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to an increase in interest rate swap and loan syndication revenue.

Noninterest Expense

The following table presents noninterest expense:


	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2025		2024		2025		2024
Salary and employee benefits	$	44,822	$	39,306	$	128,304	$	116,487
Occupancy and equipment	9,591		9,121		28,668		26,417
Amortization of intangible assets	578		651		1,784		2,118
Terminated merger-related expenses	—		1,633		—		5,168
Other	13,910		13,953		40,977		40,177
Total noninterest expenses	$	68,901	$	64,664	$	199,733	$	190,367

Three months ended September 30, 2025 and 2024

Our noninterest expenses increased $4.2 million to $68.9 million for the third quarter of 2025, from $64.7 million for the same period in 2024.

Salary and employee benefits increased $5.5 million to $44.8 million for the third quarter of 2025, from $39.3 million for the same period in 2024, primarily due to an increase in headcount of commercial and industrial bankers and support personnel, higher levels of variable compensation associated with an increase in residential mortgage loan originations, and higher medical insurance costs.

Occupancy and equipment increased $0.5 million to $9.6 million for the third quarter of 2025, from $9.1 million for the same period in 2024, primarily due to higher software subscriptions and license fees.

Other noninterest expense was largely unchanged for the third quarter of 2025 as compared to the same period in 2024.

Nine months ended September 30, 2025 and 2024

Our noninterest expenses increased $9.4 million to $199.7 million for the nine months ended September 30, 2025, from $190.4 million for the same period in 2024.

Salary and employee benefits increased $11.8 million to $128.3 million for the nine months ended September 30, 2025, from $116.5 million for the same period in 2024, primarily due to an increase in headcount of commercial and industrial bankers and support personnel, higher levels of variable compensation associated with an increase in residential mortgage loan originations, and higher medical insurance costs.

Occupancy and equipment increased $2.3 million to $28.7 million for the nine months ended September 30, 2025, from $26.4 million for the same period in 2024, primarily due to higher software subscriptions and license fees.

Other noninterest expense increased $0.8 million to $41.0 million for the nine months ended September 30, 2025, from $40.2 million for the same period in 2024, primarily due to higher data processing expenses.

Income Taxes

Three months ended September 30, 2025 and 2024

We recorded income tax expense for the third quarter of 2025 of $5.1 million, compared to income tax expense of $6.1 million for the same period in 2024. The decrease in income tax expense was due to an increase in tax benefit related to low income housing tax credit investments during the third quarter of 2025, compared to the same period in 2024. Our effective tax rate was 18.1% for the third quarter of 2025, compared to 21.5% for the same period in 2024.

Nine months ended September 30, 2025 and 2024

We recorded income tax expense for the nine months ended September 30, 2025 of $17.8 million, compared to $15.7 million for the same period in 2024. The increase in income tax expense was primarily due to our increased income during the nine months ended September 30, 2025. Our effective tax rate was 19.6% for the nine months ended September 30, 2025, compared to 20.9% for the same period in 2024.

Financial Condition

Balance Sheet

Our total assets were $8.5 billion and $8.1 billion, total liabilities were $7.4 billion and $7.1 billion, and total stockholders’ equity was $1.1 billion and $1.0 billion at September 30, 2025 and December 31, 2024, respectively.

Investment Securities

Our securities portfolio is used to make various term investments, maintain a source of liquidity and serve as collateral for certain types of deposits and borrowings. We manage our investment portfolio according to written investment policies approved by our board of directors. Investment in our securities portfolio may change over time based on our funding needs and interest rate risk management objectives. Our liquidity levels take into account anticipated future cash flows and other available sources of funds, and are maintained at levels that we believe are appropriate to provide the necessary flexibility to meet our anticipated funding requirements.

Our investment securities portfolio consists of securities classified as available-for-sale and held-to-maturity. All available-for sale securities are carried at fair value and may be used for liquidity purposes should management consider it to be in our best interest.

Our securities available-for-sale increased by $7.0 million to $476.1 million at September 30, 2025, compared to December 31, 2024. During the period ended September 30, 2025, the securities held-to-maturity decreased $1.0 million to $34.2 million.

The following table is a summary of our investment portfolio as of:


	September 30, 2025				December 31, 2024
(In thousands)	Carrying Amount		% of Portfolio		Carrying Amount		% of Portfolio
Available-for-sale:
U.S. treasury	$	33,051	6.9	%	$	31,730	6.8	%
U.S. agency	537		0.1	%	656		0.2	%
Obligations of states and political subdivisions	27,896		5.9	%	25,699		5.5	%
Mortgage backed - residential	99,491		20.9	%	96,279		20.5	%
Collateralized mortgage obligations	154,125		32.4	%	164,347		35.0	%
Mortgage backed - commercial	144,779		30.4	%	134,827		28.7	%
Other debt	16,235		3.4	%	15,538		3.3	%
Total available-for-sale	$	476,114	100.0	%	$	469,076	100.0	%
Held-to-maturity:


Obligations of states and political subdivisions	$	25,845	75.5	%	$	25,713	73.0	%
Mortgage backed - residential	5,762		16.8	%	6,373		18.0	%
Collateralized mortgage obligations	2,640		7.7	%	3,156		9.0	%


Total held-to-maturity	$	34,247	100.0	%	$	35,242	100.0	%

The following table shows the weighted average yield to average life, which considers expected prepayments, of each category of investment securities as of September 30, 2025:


(In thousands)	One year or less				One to five years				Five to ten years				After ten years
	Carrying Amount		Average Yield		Carrying Amount		Average Yield		Carrying Amount		Average Yield		Carrying Amount		Average Yield
Available-for-sale:
U.S. treasury	$	—	—	%	$	33,051	1.28	%	$	—	—	%	$	—	—	%
U.S. agency	39		5.20	%	—		—	%	498		5.58	%	—		—	%
Obligations of states and political subdivisions	—		—	%	—		—	%	23,712		3.22	%	4,184		2.39	%
Mortgage backed - residential	996		2.49	%	26,575		2.29	%	28,134		1.95	%	43,786		3.55	%
Collateralized mortgage obligations	160		2.77	%	53,968		3.56	%	96,728		2.98	%	3,269		4.42	%
Mortgage backed - commercial	959		3.85	%	75,410		3.56	%	68,410		2.81	%	—		—	%
Other debt	—		—	%	7,983		3.84	%	6,372		1.85	%	1,880		3.75	%
Total available-for-sale	$	2,154	3.17	%	$	196,987	3.02	%	$	223,854	2.80	%	$	53,119	3.52	%
Held-to-maturity:


Obligations of states and political subdivisions	$	987	2.06	%	$	—	—	%	$	—	—	%	$	24,858	3.52	%
Mortgage backed - residential	98		3.63	%	3,190		2.52	%	18		5.95	%	2,456		3.24	%
Collateralized mortgage obligations	68		2.01	%	1,548		2.82	%	1,024		3.01	%	—		—	%


Total held-to-maturity	$	1,153	2.19	%	$	4,738	2.62	%	$	1,042	3.06	%	$	27,314	3.50	%

Loans

Our loan portfolio represents a broad range of borrowers primarily in our markets in Texas, Kansas, Colorado, New Mexico, Arizona, California and Washington primarily comprised of commercial and industrial, commercial real estate, residential real estate, and public finance loans. We have a diversified portfolio across a variety of industries, and the portfolio is generally centered in the states in which we have branch offices. Our lending focus continues to be on operating companies, including commercial and industrial loans and lines-of-credit, as well as owner occupied commercial real estate loans.

Total loans held-for-investment, net of deferred fees, costs, premiums and discounts were $6.7 billion at September 30, 2025 and $6.4 billion at December 31, 2024.

The following table sets forth the composition of our loan portfolio, as of:


	September 30, 2025				December 31, 2024
(In thousands)	Amount		% of total loans		Amount		% of total loans
Commercial and industrial1	$	2,945,697	44.1	%	$	2,627,591	41.2	%
Commercial real estate:
Non-owner occupied	725,425		10.9	%	752,628		11.8	%
Owner occupied	668,172		10.0	%	700,867		11.0	%
Construction and land	343,803		5.1	%	362,677		5.7	%
Multifamily	183,504		2.7	%	94,355		1.5	%
Total commercial real estate	1,920,904		28.7	%	1,910,527		30.0	%
Residential real estate2	1,209,742		18.1	%	1,180,610		18.5	%
Public finance	516,247		7.7	%	554,784		8.7	%
Consumer	38,931		0.6	%	41,144		0.6	%
Other	50,108		0.8	%	61,701		1.0	%
Total loans	$	6,681,629	100.0	%	$	6,376,357	100.0	%
1 Loans to nondepository financial institutions are included within commercial and industrial. Prior period amounts have been reclassified to conform to the current presentation. 2 Includes 1-4 family residential construction.

Commercial and industrial loans include loans to commercial customers for use in normal business operations to finance working capital needs, equipment and inventory purchases, other expansion projects and loans to nondepository financial institutions. These loans are made primarily in our market areas and are underwritten on the basis of the borrower’s ability to service the debt from revenue, and are generally extended under our normal credit standards, controls and monitoring systems.

Commercial real estate (“CRE”) loans include owner occupied and non-owner occupied commercial real estate mortgage loans to operating commercial and agricultural businesses, and include both loans for long-term financing of land and buildings and loans made for the initial development or construction of a commercial real estate project. Non-owner occupied CRE loans were 60.8% of the Company’s risk-based capital, or 10.9% of total loans as of September 30, 2025. Non-owner occupied CRE loans associated with office space were $45.1 million, or 0.7% of total loans as of September 30, 2025. Owner occupied CRE loans associated with office space were $160.8 million, or 2.4% of total loans as of September 30, 2025.

Residential real estate loans represent loans to consumers collateralized by a mortgage on a residence and include purchase money, refinancing, secondary mortgages, and home equity loans and lines of credit.

Public finance loans include loans to our charter school and municipal based customers.

Consumer loans include direct consumer installment loans, credit card accounts, overdrafts and other revolving loans.

Other loans consist of lease financing receivables and loans for agricultural production.

Maturities and Sensitivity of Loans to Changes in Interest Rates

The information in the following tables is based on the contractual maturities of individual loans, including loans that may be subject to renewal at their contractual maturity. Renewal of these loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below because borrowers have the right to prepay obligations with or without prepayment penalties. The following tables summarize the loan maturity distribution by type and related interest rate characteristics as of September 30, 2025:


(In thousands)	One year or less		After one through five years		After five through 15 years		After 15 years		Total
Commercial and industrial	$	599,880	$	2,058,017	$	266,949	$	20,851	$	2,945,697
Commercial real estate	361,050		1,239,784		270,876		49,194		1,920,904
Residential real estate	98,484		31,984		50,542		1,028,732		1,209,742
Public finance	22,167		192,094		235,489		66,497		516,247
Consumer	14,593		11,895		12,223		220		38,931
Other	1,538		27,057		17,229		4,284		50,108
Total loans	$	1,097,712	$	3,560,831	$	853,308	$	1,169,778	$	6,681,629


(In thousands)	One year or less		After one through five years		After five through 15 years		After 15 years		Total		Total Loans Maturing After 1 Year
Loans maturing with:
Fixed interest rates
Commercial and industrial	$	102,292	$	212,911	$	144,646	$	514	$	460,363	$	358,071
Commercial real estate	146,036		551,223		47,009		4,528		748,796		602,760
Residential real estate	69,607		24,758		34,785		298,210		427,360		357,753
Public finance	22,167		192,094		232,484		66,497		513,242		491,075
Consumer	3,118		10,930		11,857		—		25,905		22,787
Other	701		17,050		15,343		4,284		37,378		36,677
Total fixed interest rate loans	$	343,921	$	1,008,966	$	486,124	$	374,033	$	2,213,044	$	1,869,123
Floating or adjustable interest rates
Commercial and industrial	$	497,588	$	1,845,106	$	122,303	$	20,337	$	2,485,334	$	1,987,746
Commercial real estate	215,014		688,561		223,867		44,666		1,172,108		957,094
Residential real estate	28,877		7,226		15,757		730,522		782,382		753,505
Public finance	—		—		3,005		—		3,005		3,005
Consumer	11,475		965		366		220		13,026		1,551
Other	837		10,007		1,886		—		12,730		11,893
Total floating or adjustable interest rate loans	$	753,791	$	2,551,865	$	367,184	$	795,745	$	4,468,585	$	3,714,794
Total loans	$	1,097,712	$	3,560,831	$	853,308	$	1,169,778	$	6,681,629	$	5,583,917

Allowance for Credit Losses

We maintain the allowance for credit losses at a level we believe is sufficient to absorb expected losses in our loan portfolio given the conditions at the time and our estimates of future economic conditions. Events that are not within our control, such as changes in economic factors, could change subsequent to the reporting date and could cause increases or decreases to the allowance. The amount of the allowance is affected by loan charge-offs, which decrease the allowance; recoveries on loans previously charged off, which increase the allowance; and the provision for credit losses charged to earnings, which increases the allowance.

In determining the provision for credit losses, management monitors fluctuations in the allowance resulting from actual charge-offs and recoveries and reviews the size and composition of the loan portfolio in light of current and anticipated economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as events change.

The following table presents, by loan type, the changes in the allowance for credit losses:


	For the three months ended September 30,						For the nine months ended September 30,
(In thousands)	2025			2024			2025			2024
Balance, beginning of period	$	82,993		$	78,960		$	88,221		$	80,398


Loan charge-offs:
Commercial and industrial	(9,025)			(1,116)			(20,757)			(20,743)
Commercial real estate	—			(474)			—			(474)
Residential real estate	(66)			—			(66)			(38)
Public finance	(242)			—			(1,922)			—
Consumer	(97)			(52)			(351)			(353)
Other	—			—			(743)			—
Total loan charge-offs	(9,430)			(1,642)			(23,839)			(21,608)
Recoveries of loans previously charged-off:
Commercial and industrial	260			206			381			667
Commercial real estate	11			4			11			9
Residential real estate	51			—			74			8
Public finance	—			—			—			—
Consumer	55			31			142			85
Other	—			—			—			—
Total loan recoveries	377			241			608			769
Net (charge-offs) recoveries	(9,053)			(1,401)			(23,231)			(20,839)
Provision for credit losses1	10,100			5,600			19,050			23,600
Balance, end of period	$	84,040		$	83,159		$	84,040		$	83,159
Allowance for credit losses to total loans	1.26		%	1.29		%	1.26		%	1.29		%
Ratio of net charge-offs to average loans outstanding	0.55		%	0.09		%	0.48		%	0.44		%
1 For the three months ended September 30, 2025 and 2024 we recorded a (benefit) provision for credit losses on unfunded commitments of $— and $(600), respectively. For the nine months ended September 30, 2025 and 2024 we recorded a benefit for credit losses on unfunded commitments of $650 and $900, respectively. For further information, see Note 3 - Loans.

The following table presents net charge-offs (recoveries) to average loans outstanding by loan category:


	For the three months ended September 30,				For the nine months ended September 30,
(In thousands)	2025		2024		2025		2024
Commercial and industrial	1.09	%	1.12	%	0.87	%	0.91	%
Commercial real estate	—	%	0.11	%	—	%	0.04	%
Residential real estate	0.01	%	—	%	—	%	—	%
Public finance	0.18	%	—	%	0.48	%	—	%
Consumer	0.41	%	0.20	%	0.71	%	0.89	%
Other	—	%	—	%	1.98	%	—	%

Allocation of Allowance for Credit Losses

The following table presents the allocation of the allowance for credit losses by category and the percentage of loans by category to total loans as of:


	September 30, 2025				December 31, 2024
(In thousands)	Allowance Amount		% of loans in each category to total loans		Allowance Amount		% of loans in each category to total loans
Commercial and industrial	$	38,446	44.1	%	$	38,489	41.2	%
Commercial real estate	26,645		28.7	%	28,323		30.0	%
Residential real estate	14,790		18.1	%	15,450		18.5	%
Public finance	2,882		7.7	%	4,750		8.7	%
Consumer	663		0.6	%	750		0.6	%
Other	614		0.8	%	459		1.0	%
Total	$	84,040	100.0	%	$	88,221	100.0	%

Nonperforming Assets

We have established policies and procedures to guide us in originating, monitoring and maintaining the credit quality of our loan portfolio. These policies and procedures are expected to be followed by our bankers and underwriters and exceptions to these policies require elevated levels of approval and are reported to our board of directors.

Nonperforming assets include all loans categorized as nonaccrual, accrual loans greater than 90 days past due, and other real estate owned and other repossessed assets. The accrual of interest on loans is discontinued, or the loan is placed on nonaccrual, when the full collection of principal and interest is in doubt. We do not generally accrue interest on loans that are 90 days or more past due. When a loan is placed on nonaccrual, previously accrued but unpaid interest is reversed and charged against interest income and future accruals of interest are discontinued. Payments by borrowers for loans on nonaccrual are applied to loan principal. Loans are returned to accrual status when, in our judgment, the borrower’s ability to satisfy principal and interest obligations under the loan agreement has improved sufficiently to reasonably assure recovery of principal and the borrower has demonstrated a sustained period of repayment performance. In general, we require a minimum of six consecutive months of timely payments in accordance with the contractual terms before returning a loan to accrual status.

The following table sets forth our nonperforming assets as of:


(In thousands)	September 30, 2025			December 31, 2024
Nonaccrual loans:
Commercial and industrial	$	44,235		$	28,314
Commercial real estate	7,976			9,302
Residential real estate	17,339			20,220
Public finance	—			7,226
Consumer	78			64
Other	—			2,391
Total nonaccrual loans	69,628			67,517
Accrual loans greater than 90 days past due	13			1,533
Total nonperforming loans	69,641			69,050
Other real estate owned and foreclosed assets, net	13,418			5,138
Total nonperforming assets	$	83,059		$	74,188
Nonaccrual loans to total loans	1.04		%	1.06		%
Nonperforming loans to total loans	1.04		%	1.08		%
Nonperforming assets to total assets	0.98		%	0.92		%
Allowance for credit losses to nonaccrual loans	120.70		%	130.66		%

Deposits

Deposits represent our primary source of funds. Total deposits increased by $0.4 billion to $7.1 billion at September 30, 2025, compared to December 31, 2024.

We are focused on growing our core deposits through relationship-based banking with our business and consumer clients. The following table presents our deposits by customer type as of:


($ in thousands)	September 30, 2025		December 31, 2024
Consumer
Noninterest bearing deposit accounts	$	412,568	$	410,303
Interest-bearing deposit accounts:
Demand and NOW deposits	129,148		61,987
Savings deposits	314,953		326,916
Money market deposits	1,885,610		1,516,577
Certificates of deposits	869,077		1,069,704
Total interest-bearing deposit accounts	3,198,788		2,975,184
Total consumer deposits	$	3,611,356	$	3,385,487
Business
Noninterest bearing deposit accounts	$	1,261,929	$	1,130,855
Interest-bearing deposit accounts:
Demand and NOW deposits	725,028		669,417
Savings deposits	71,281		75,422
Money market deposits	951,410		915,208
Certificates of deposits	57,225		51,131
Total interest-bearing deposit accounts	1,804,944		1,711,178
Total business deposits	$	3,066,873	$	2,842,033
Wholesale deposits1	$	427,186	$	444,740
Total deposits	$	7,105,415	$	6,672,260
1 Wholesale deposits primarily consist of brokered deposits included in our consolidated balance sheets within certificate of deposits.

The following table sets forth the average balance amounts and the average rates paid on deposits held by us:


	For the three months ended September 30,								For the nine months ended September 30,
	2025				2024				2025				2024
(Dollars in thousands)	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid
Noninterest-bearing demand deposit accounts	$	1,642,346	—	%	$	1,568,685	—	%	$	1,587,670	—	%	$	1,529,793	—	%
Interest-bearing deposit accounts:
Interest-bearing demand accounts	755,880		3.40	%	615,707		3.88	%	726,890		3.38	%	568,042		3.88	%
Savings accounts and money market accounts	3,244,304		2.34	%	2,552,078		1.99	%	3,050,564		2.17	%	2,514,614		1.84	%
NOW accounts	40,312		1.21	%	41,830		1.50	%	43,505		1.05	%	41,590		1.40	%
Certificate of deposit accounts	1,397,371		3.64	%	1,800,502		4.56	%	1,482,529		3.77	%	1,812,839		4.63	%
Total interest-bearing deposit accounts	5,437,867		2.81	%	5,010,117		3.14	%	5,303,488		2.78	%	4,937,085		3.10	%
Total deposits	$	7,080,213	2.16	%	$	6,578,802	2.39	%	$	6,891,158	2.14	%	$	6,466,878	2.36	%

As of September 30, 2025 and December 31, 2024, approximately $2.6 billion or 36.2% and $2.3 billion or 34.8%, respectively, of our deposit portfolio was uninsured. As of September 30, 2025 and December 31, 2024, approximately $2.0 billion or 28.3% and $1.7 billion or 25.2%, respectively, of our deposit portfolio was uninsured and uncollateralized.

The uninsured, and uninsured and uncollateralized amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements.

We actively participate in the IntraFi Cash Service (“ICS”) / Certificate of Deposit Account Registry Service (“CDARS”) program which provides FDIC insurance coverage for clients that maintain larger deposit balances. Deposits in the ICS / CDARS program totaled $0.9 billion, or 12.2% of all deposits as of September 30, 2025, and $0.7 billion, or 11.1% of all deposits as of December 31, 2024.

The following table sets forth the portion of the Bank's time deposits, by account, that are in excess of the FDIC insurance limit, by remaining time until maturity, as of September 30,:


(In thousands)	2025
Three months or less	$	94,274
Over three months through six months	88,851
Over six through twelve months	21,878
Over twelve months through three years	3,191
Over three years	659
Total	$	208,853

Liquidity

Liquidity refers to our ability to maintain cash flow that is adequate to fund operations, support asset growth, maintain reserve requirements and meet present and future obligations of deposit withdrawals, lending obligations and other contractual obligations.

FirstSun (Parent Company)

FirstSun has routine funding requirements consisting primarily of operating expenses, debt service, and funds used for acquisitions. FirstSun can obtain funding to meet its obligations from dividends collected from its subsidiaries, primarily the Bank, and through the issuance of varying forms of debt. At September 30, 2025, FirstSun had available cash and cash equivalents of $102.1 million and debt outstanding of $78.9 million. On October 1, 2025, FirstSun redeemed $40.0 million of outstanding subordinated notes using available cash and cash equivalents. Management believes FirstSun has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.

Federal banking laws regulate the amount of dividends that may be paid by banking subsidiaries without prior approval. 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. Prior regulatory approval to pay dividends was not required in 2024 and is not currently required. At September 30, 2025, the Bank could pay dividends to FirstSun of approximately $247.6 million without prior regulatory approval. During the three and nine months ended September 30, 2025, the Bank did not pay dividends to FirstSun.

Bank

As more fully discussed in our 2024 Annual Report, we regularly monitor our liquidity position and make adjustments to the balance between sources and uses of funds as we deem appropriate. At September 30, 2025, our liquid assets, which consist of cash and amounts due from banks and interest-bearing deposits in other financial institutions, amounted to $650.5 million, or 7.7% of total assets, compared to $607.6 million, or 7.5% of total assets, at December 31, 2024. The increase in our liquid assets was primarily due to an increase in cash held at the Federal Reserve. At September 30, 2025, approximately 73% of the investment securities portfolio was pledged as collateral to secure public deposits and repurchase agreements. Our unencumbered available-for-sale securities at September 30, 2025 were $128.3 million, or 1.5% of total assets, compared to $34.5 million, or 0.4% of total assets, at December 31, 2024.

The liability portion of our balance sheet serves as a primary source of liquidity. We plan to meet our future cash needs primarily through the generation of deposits. Customer deposits have historically provided a sizable source of relatively stable and low-cost funds. At September 30, 2025, loans as a percentage of customer deposits were 94.0%, compared with 95.6% at December 31, 2024. For additional information related to our deposits, see Deposits section above. We are also a member of the FHLB and FRB, from which we can borrow for leverage or liquidity purposes. The FHLB and FRB requires that securities and qualifying loans be pledged to secure any advances. Liquidity sources available to us for immediate funding at September 30, 2025, are as follows:


(In thousands)
FHLB borrowings available	$	1,372,059
Fed Funds lines	2,216,726

Unused lines with other financial institutions	160,000
Immediate funding availability	$	3,748,785

Management believes the Bank has the ability to generate and obtain adequate amounts of liquidity to meet its requirements in the short-term and the long-term.

Capital

Stockholders’ equity at September 30, 2025 was $1.1 billion, compared to $1.0 billion at December 31, 2024, an increase of $86.1 million, or 8.3%.

We did not pay a dividend to our common shareholders for the three and nine months ended September 30, 2025 and 2024.

Capital Adequacy

We are subject to various regulatory capital requirements administered by the federal banking agencies. Management routinely analyzes our capital to seek to ensure an optimized capital structure. For further information on capital adequacy see Note 11 - Regulatory Capital Matters to the consolidated financial statements.

Material Contractual Obligations, Commitments, and Contingent Liabilities

We have entered into contractual obligations in the normal course of business that involve elements of credit risk, interest rate risk and liquidity risk.

The following table summarizes our material contractual obligations as of September 30, 2025. Further discussion of each obligation or commitment is included in the referenced note to the consolidated financial statements.


(In thousands)	Note Reference	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
Deposits:
Deposits without a stated maturity	6	$	5,676,150	$	5,676,150	$	—	$	—	$	—
Certificates of deposit	6	1,429,265		1,371,430		49,379		6,573		1,883
Securities sold under agreements to repurchase		9,824		9,824		—		—		—
Short-term debt:

FHLB term advances	7	—		—		—		—		—
Long-term debt:


Subordinated debt	7	78,919		40,000		—		—		38,919
Operating leases	15	27,496		2,525		11,581		8,146		5,244

We are party to various derivative contracts as a means to manage the balance sheet and our related exposure to changes in interest rates, to manage our residential real estate loan origination and sale activity, and to provide derivative contracts to our clients. Since the derivative liabilities recorded on the balance sheet change frequently and do not represent the amounts that may ultimately be paid under these contracts, these liabilities are not included in the table of contractual obligations presented above. Further discussion of derivative instruments is included in Note 5 - Derivative Financial Instruments to the consolidated financial statements.

In the normal course of business, various legal actions and proceedings are pending against us and our affiliates which are incidental to the business in which they are engaged. Further discussion of contingent liabilities is included in Note 14 - Commitments and Contingencies to the consolidated financial statements.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit, commercial letters of credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. The contractual or notional amounts of those instruments reflect the extent of involvement we have in particular classes of financial instruments. Further discussion of contingent liabilities is included in Note 14 - Commitments and Contingencies to the consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of reduced earnings and/or declines in the net market value of the balance sheet due to changes in market rates. Our primary market risk is interest rate risk which impacts our net interest income, fee income related to interest sensitive activities such as mortgage origination and servicing income and loan and deposit demand.

We are subject to interest rate risk due to:

•the maturity or repricing of assets and liabilities at different times or for different amounts;

•differences in short-term and long-term market interest rate changes; and

•the remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change.

Our Asset Liability Committee, or ALCO, which is composed of our executive officers and certain other members of management, monitors interest rate risk on an ongoing basis in accordance with policies approved by our board of directors. The ALCO reviews interest rate positions and considers the impact projected interest rate scenarios have on earnings, liquidity, business strategies and other factors. However, management has the latitude to change interest rate positions within certain limits if, in management’s judgment, the change will enhance profitability or minimize risk.

To assess and manage interest rate risk, sensitivity analysis is used to determine the impact on earnings and the net market value of the balance sheet across various interest rate scenarios, balance sheet trends, and strategies.

Management uses a simulation model to analyze the sensitivity of net interest income to changes in interest rates across various interest rate scenarios, which seeks to demonstrate the level of interest rate risk inherent in the existing balance sheet. The analysis holds the current balance sheet values constant and does not take into account management intervention.

Additionally our simulation model incorporates various key assumptions, which we believe are reasonable, but may have an impact on the results such as: (1) we assume certain correlation rates, often referred to as “deposit beta,” for interest-bearing deposits, wherein the rates paid to customers change relative to changes in benchmark interest rates, (2) cash flows and maturities of interest sensitive assets and liabilities, (3) re-pricing characteristics for market rate sensitive instruments, (4) prepayment rates and product mix of assets and liabilities, and (5) simulations do not contemplate any actions management may undertake in response to changes in interest rates. Because of limitations in any approach used to measure interest rate risk, simulation results are not intended to forecast actual results driven by the effect of a change in market rates but to better plan and execute appropriate asset-liability management strategies and manage our interest rate risk.

The primary impact of inflation on operations is reflected in increasing operating costs and non-interest expense. Our interest-bearing assets and liabilities are monetary in nature and changes in interest rates will impact our performance on net interest margin more than changes in the general rate of inflation.

The effect on net interest income over a 12-month time horizon due to hypothetical changes in market interest rates is presented in the table below. In this interest rate shock simulation, as of the periods presented, interest rates have been adjusted by instantaneous parallel changes rather than in a ramp simulation, which applies interest rate changes over time. All rates, short-term and long-term, are changed by the same amount (e.g., plus or minus 100 basis points) resulting in the shape of the yield curve remaining unchanged.


	% Change in Net Interest Income As of September 30,				% Change in Economic Value of Equity As of September 30,
Changes in Interest Rate (Basis Points)	2025		2024		2025		2024

+300	8.6	%	4.5	%	(5.0)	%	(7.9)	%
+200	5.8	%	2.9	%	(2.8)	%	(4.9)	%
+100	2.8	%	1.2	%	(1.0)	%	(2.2)	%
Base	—	%	—	%	—	%	—	%
-100	2.5	%	1.2	%	1.6	%	2.0	%
-200	3.7	%	1.2	%	1.3	%	1.8	%
-300	3.4	%	(0.3)	%	(1.0)	%	(0.8)	%

Item 4. Controls and Procedures

a.Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2025. Based on that evaluation, our principal executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

b.Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended September 30, 2025, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

FirstSun and its subsidiaries are from time to time subject to claims and litigation arising in the ordinary course of business. For further information regarding legal proceedings, see Note 14 - Commitments and Contingencies under the subheading “Litigation” in our unaudited consolidated financial statements contained in this report.

Item 1A. Risk Factors

Except with respect to the additional risk factors related to the proposed First Foundation merger, which are set forth below, there have been no material changes to the risk factors previously disclosed in our 2024 Annual Report.

Risks With Regard to Merger with First Foundation

Combining FirstSun and First Foundation may be more difficult, costly or time-consuming than expected, and the anticipated benefits and cost savings of the merger and the bank merger may not be realized.

FirstSun and First Foundation have operated and, until the completion of the merger, must continue to operate, independently. The success of the merger and the bank merger, including anticipated benefits and cost savings, will depend, in part, on FirstSun’s ability to successfully combine and integrate the businesses of FirstSun and First Foundation in a manner that permits growth opportunities and does not materially disrupt the existing customer relations or result in decreased revenues due to loss of customers. If FirstSun is unable to successfully achieve these objectives, the anticipated benefits of the merger and the bank merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger and the bank merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company, which may adversely affect the value of FirstSun common stock after the completion of the merger.

It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger and the bank merger. If FirstSun experiences difficulties with the integration process, the anticipated benefits of the merger and the bank merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause FirstSun and/or First Foundation to lose customers or cause customers to remove their accounts from FirstSun and/or First Foundation and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of FirstSun and First Foundation during this transition period and for an undetermined period after completion of the merger on the combined company.

Furthermore, the board of directors and executive leadership of the combined companies following the merger will consist of former directors and executive officers from each of FirstSun and First Foundation, as described in the merger agreement. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained from the Office of the Comptroller of the Currency, the Federal Reserve Board and various other bank regulatory, antitrust, insurance and other authorities in the United States. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. These regulators also could impose conditions on the completion of the merger or the

bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger.

Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, neither FirstSun nor First Foundation will be required, and neither party will be permitted without the prior written consent of the other party, to take actions or agree to conditions that would reasonably be expected to have a material adverse effect on the combined company, after giving effect to the merger.

The success of the merger and the bank merger and integration of FirstSun and First Foundation will depend on a number of uncertain factors.

The success of the merger and the bank merger will depend on a number of factors, including, without limitation:

•FirstSun’s ability to integrate the branches acquired from First Foundation in the merger, which we refer to as the acquired branches, into FirstSun’s current operations;

•FirstSun’s ability to limit the outflow of deposits held by its new customers in the acquired branches and to successfully retain and manage interest-earning assets (i.e., loans) acquired in the merger;

•FirstSun’s ability to control the incremental non-interest expense from the acquired branches in a manner that enables it to maintain a favorable overall efficiency ratio;

•FirstSun’s ability to retain and attract the appropriate personnel to staff and manage the acquired branches;

•FirstSun’s ability to retain the customer relationships from the acquired branches; and

•FirstSun’s ability to earn acceptable levels of interest and non-interest income, including fee income, from the acquired branches.

Integrating the acquired branches will be an operation of substantial size and expense, and may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert FirstSun’s management’s attention and resources. No assurance can be given that FirstSun will be able to integrate the acquired branches successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect FirstSun’s ability to maintain relationships with clients, customers, depositors and employees, or to achieve the anticipated benefits of the merger and the bank merger. FirstSun may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition, perhaps materially. Additionally, no assurance can be given that the operation of the acquired branches will not adversely affect FirstSun’s existing profitability, that FirstSun will be able to achieve results in the future similar to those achieved by its existing banking business or that FirstSun will be able to manage any growth resulting from the merger and the bank merger effectively.

The merger agreement may be terminated in accordance with its terms and the merger and other transactions contemplated by the merger agreement may not be completed. If the merger is not completed, FirstSun will have incurred substantial expenses without realizing the expected benefits of the merger.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include, among others: (i) the approval of the merger by the stockholders of FirstSun and First Foundation; (ii) the receipt of all required regulatory approvals which are necessary to close the merger and the bank merger without the imposition of any materially burdensome regulatory condition; (iii) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger illegal; (iv) the effectiveness of the registration statement on Form S-4 registering the shares of FirstSun common stock to be issued in the merger, and the absence of a stop order or proceeding initiated or threatened by the SEC for that purpose; (v) authorization for listing on Nasdaq of the shares of FirstSun common stock to be issued in the merger; (vi) receipt by each party of an opinion from its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; (vii) subject to certain exceptions, the accuracy of the representations and warranties of each party to the merger agreement; and (viii) the prior performance in all material respects by each party of its obligations under the merger agreement.

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval, or FirstSun or First Foundation may elect to terminate the merger agreement in certain other circumstances.

Each of FirstSun and First Foundation has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, FirstSun and First Foundation would have to recognize these expenses without realizing the expected benefits of the merger.

If the merger agreement is not completed for any reason, including as a result of either FirstSun stockholders failing to approve the FirstSun merger proposal or First Foundation stockholders failing to approve the First Foundation merger proposal, there may be various adverse consequences and FirstSun may experience negative reactions from the financial markets and from their customers and employees. Additionally, if the merger agreement is terminated, the market price of FirstSun common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. FirstSun also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against FirstSun to perform its obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either FirstSun or First Foundation may be required to pay a termination fee of $45,089,000 or $31,390,000, respectively, to the other party.

Stockholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of FirstSun.

Stockholders of FirstSun and/or First Foundation may file lawsuits against FirstSun, First Foundation and/or the directors and officers of either company in connection with the merger and/or the other transactions contemplated by the merger agreement. Although First Foundation and FirstSun are not aware of any pending lawsuits relating to the merger or any of the transactions contemplated by the merger agreement as of the date of this Quarterly Report on Form 10-Q, lawsuits arising out of the merger or any of the transactions contemplated by the merger agreement could be filed in the future. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting FirstSun or First Foundation defendants from completing the merger or other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger or such other transactions and could result in significant costs to FirstSun and/or First Foundation, including any cost associated with the indemnification of directors and officers of each company. If a lawsuit is filed, FirstSun and First Foundation may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the merger or any of the transactions contemplated by the merger agreement. Such litigation could have an adverse effect on the financial condition and results of operations of FirstSun and First Foundation and could prevent or delay the completion of the merger or the transactions contemplated by the merger agreement.

Item 6. Exhibits


Exhibit No.						Description

3.1						Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp (incorporated by reference to Exhibit 3.1 of the Company's Form 10-Q for the quarter ended March 31, 2025).

3.2						Bylaws of FirstSun Capital Bancorp as amended and restated through May 7, 2025 (incorporated by reference to Exhibit 3.2 of the Company's Form 10-Q for the quarter ended March 31, 2025).

4.5						Description of FirstSun Capital Bancorp Capital Stock

31.1						Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).

31.2						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).

32.1						Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, were formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements.

104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

Signatures

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


		FIRSTSUN CAPITAL BANCORP
		(Registrant)
		/s/ Neal E. Arnold


Date:	November 7, 2025
		Neal E. Arnold
		President and Chief Executive Officer
		(Principal Executive Officer)
		/s/ Robert A. Cafera, Jr.


Date:	November 7, 2025
		Robert A. Cafera, Jr.
		Senior Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)