FSUN 10-Q Quarterly Report Sept. 30, 2021

FIRSTSUN CAPITAL BANCORP

10-Ks and 10-Qs

10-Q	Quarter ended Sept. 30, 2025
10-Q	Quarter ended June 30, 2025
10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021

PROXIES

DEF 14A	Filed on May 7, 2025
DEF 14A	Filed on March 21, 2025

fcb-20210930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2021


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

For transition period from to

Commission File Number 333-258176

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: None

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 ☐

Table of Contents

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 7(a)(2)(B) 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 4, 2021, there were approximately 18,321,659 shares of the registrant’s common stock outstanding.

Table of Contents


			Page
Cautionary Note Regarding Forward-Looking Statements			4
Part I - Financial Information			6
Item 1. Financial Statements (Unaudited)			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			42
Item 3. Quantitative and Qualitative Disclosures About Market Risk			68
Item 4. Controls and Procedures			68
Part II - Other Information			69
Item 1. Legal Proceedings			69
Item 1A. Risk Factors			69
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			69
Item 3. Defaults Upon Senior Securities			69
Item 4. Mine Safety Disclosures			69
Item 5. Other Information			69
Item 6. Exhibits			69
Signatures			71

Table of Contents

CAUTIONARY STATEMENT 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, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical or current fact nor are they assurances of future performance and 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 include, but are not limited to, statements related to our proposed merger with Pioneer Bancshares, Inc. (“Pioneer”), including the expected timing to close the merger, statements about the impact of COVID-19 on our operations, our belief that sources of available liquidity are adequate to meet our current and expected liquidity needs, our plans to meet future cash needs through the generation of deposits, our expectations that many of our unfunded commitments will expire without being drawn, and statements regarding our business plan and strategies. 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.

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:

• the failure to obtain necessary regulatory approvals for the merger (the “merger”) of Pioneer with and into FirstSun Capital Bancorp (“FirstSun”) when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);

• the failure of either party to satisfy any of the other closing conditions to the transaction on a timely basis or at all;

• the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement with respect to the merger;

• the possibility that the anticipated benefits of the merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where FirstSun and Pioneer do business or as a result of other unexpected factors or events;

• the impact of purchase accounting with respect to the merger, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;

• diversion of management’s attention from ongoing business operations and opportunities;

• potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger;

• the integration of the business and operations of Pioneer, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Pioneer’s existing business;

• challenges retaining or hiring key personnel;

• business disruptions resulting from or following the merger;

• delay in closing the merger and the bank merger;

• the outcome of pending or threatened litigation or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger;

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

• the inability to sustain revenue and earnings growth;

• the inability to efficiently manage operating expenses;

• changes in interest rates and capital markets;

• changes in asset quality and credit risk;

• adverse changes in economic conditions;

• capital management activities;

• customer borrowing, repayment, investment and deposit practices;

• the impact, extent and timing of technological changes;

• the continuing impact of COVID-19 and its variants on our business or Pioneer’s business, including the impact of the actions taken by governmental authorities to try and contain the virus or address the impact of the virus on the United States economy, and the resulting effect of these items on each party’s operations, liquidity and capital position, and on the financial condition of each party’s borrowers and other customers;

• 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;

• 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;

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

• the potential increase in reserves and allowance for loan losses as a result of the transition in 2023 to the current expected credit loss standard, or “CECL,” established by the Financial Accounting Standards Board to account for future expected credit losses;

Table of Contents

• the potential impact of announcement or consummation of the merger on relationships with third parties, including customers, vendors, employees and competitors;

• failure to attract new customers and retain existing customers in the manner anticipated;

• any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan or other systems;

• the adverse effects of events beyond each party’s control that may have a destabilizing effect on financial markets and the economy, such as epidemics and pandemics (including COVID-19), war or terrorist activities, essential utility outages, deterioration in the global economy, instability in the credit markets, disruptions in each party’s customers’ supply chains or disruption in transportation;

• other actions of the Federal Reserve and legislative and regulatory actions and reforms;

• other risks and uncertainties disclosed in documents filed or furnished by us with or to the SEC, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.

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 in the “Risk Factors” section of our proxy statement/prospectus dated August 10, 2021 that we filed with the SEC on August 12, 2021, pursuant to Securities Act Rule 424(b)(3) in connection with our proposed merger with Pioneer. 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.

Table of Contents

Part I - Financial Information

Item 1. Financial Statements (Unaudited)

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Balance Sheets

(Unaudited)


(In thousands, except par and share amounts)	September 30, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	949,541	$	201,978
Securities available-for-sale	531,395		468,586
Securities held-to-maturity, fair value of $ 20,693 and $ 33,328 , respectively	19,811		32,188
Loans held-for-sale, at fair value	122,217		193,963
Loans, net of allowance for loan losses of $ 47,868 and $ 47,766 , respectively	3,756,113		3,798,591
Mortgage servicing rights, at fair value	43,971		29,144
Premises and equipment, net	54,094		56,758
Other real estate owned and foreclosed assets, net	5,747		3,354
Bank-owned life insurance	54,536		53,582
Restricted equity securities	16,927		23,175
Goodwill	33,050		33,050
Core deposits and other intangible assets, net	8,605		9,667
Accrued interest receivable	16,649		15,416
Deferred tax assets, net	21,457		23,763
Prepaid expenses and other assets	48,972		52,242
Total assets	$	5,683,085	$	4,995,457

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing accounts	$	1,578,306	$	1,054,458
Interest-bearing accounts	3,279,679		3,099,091
Total deposits	4,857,985		4,153,549

Securities sold under agreements to repurchase	117,001		115,372
Federal Home Loan Bank advances	40,000		70,411

Convertible notes payable, net	19,256		18,696
Subordinated debt, net	49,928		49,666
Accrued interest payable	2,768		2,592
Accrued expenses and other liabilities	76,226		99,384
Total liabilities	5,163,164		4,509,670

Commitments and contingencies (Note 15)

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; 19,878,713 shares issued; 18,321,659 shares outstanding, respectively	2		2
Additional paid-in capital	260,864		259,363
Treasury stock, 1,557,054 shares, respectively	( 38,148 )		( 38,148 )
Retained earnings	289,798		255,451
Accumulated other comprehensive income, net	7,405		9,119
Total stockholders’ equity	519,921		485,787
Total liabilities and stockholders’ equity	$	5,683,085	$	4,995,457

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

Table of Contents

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share amounts)	2021		2020		2021		2020
Interest income:
Interest and fee income on loans:
Taxable	$	37,225	$	30,496	$	102,068	$	88,781
Tax exempt	3,471		6,255		16,612		17,696
Interest and dividend income on securities:
Taxable	1,949		2,097		5,634		8,229
Tax exempt	5		3		12		9
Other interest income	611		309		1,450		1,095
Total interest income	43,261		39,160		125,776		115,810
Interest expense:
Interest expense on deposits	1,978		3,348		6,731		12,881
Interest expense on securities sold under agreements to repurchase	13		23		49		139
Interest expense on other borrowed funds	1,305		1,451		4,214		3,634
Total interest expense	3,296		4,822		10,994		16,654
Net interest income	39,965		34,338		114,782		99,156
Provision for loan losses	3,500		4,800		1,750		15,100
Net interest income after provision for loan losses	36,465		29,538		113,032		84,056
Noninterest income:
Service charges on deposit accounts	3,471		2,428		8,659		7,042
Credit and debit card fees	2,472		2,107		7,140		5,865
Trust and investment advisory fees	1,974		1,282		5,871		3,222
Income from mortgage banking services, net	20,151		35,535		68,144		89,986
Gain on sales of available-for-sale securities, net	—		—		—		153
Gain on other real estate owned and foreclosed assets activity, net	93		443		591		242

Other noninterest income	523		924		4,443		2,604
Total noninterest income	28,684		42,719		94,848		109,114
Noninterest expense:
Salary and employee benefits	36,061		37,949		113,129		101,998
Occupancy and equipment	6,643		6,365		19,867		19,251

Amortization of intangible assets	354		371		1,062		1,093
Merger related expenses	705		—		1,984		—
Other noninterest expenses	10,807		9,688		30,332		26,796
Total noninterest expense	54,570		54,373		166,374		149,138
Income before income taxes	10,579		17,884		41,506		44,032
Provision for income taxes	1,851		3,130		7,159		7,707
Net income	$	8,728	$	14,754	$	34,347	$	36,325
Other comprehensive income:
Reclassification adjustment for net gain on sales of available-for-sale securities	—		—		—		( 153 )
Change in unrealized gain (loss) on available-for-sale securities	349		1,228		( 2,270 )		11,799
Income tax effect on other comprehensive income	( 86 )		( 300 )		556		( 2,848 )
Comprehensive income	$	8,991	$	15,682	$	32,633	$	45,123

Earnings per share:
Net income available to common stockholders	$	8,728	$	14,754	$	34,347	$	36,325
Basic	$	0.48	$	0.81	$	1.87	$	1.98
Diluted	$	0.46	$	0.81	$	1.83	$	1.98

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

Table of Contents

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		Treasury stock		Retained earnings		Accumulated other comprehensive income		Total stockholders’ equity
2021
Balance, beginning of period	19,878,713	$	2	$	260,516	$	( 38,148 )	$	281,070	$	7,142	$	510,582
Share-based compensation, net of forfeitures	—	—		348		—		—		—		348
Net income	—	—		—		—		8,728		—		8,728
Other comprehensive income	—	—		—		—		—		263		263
Balance, end of period	19,878,713	$	2	$	260,864	$	( 38,148 )	$	289,798	$	7,405	$	519,921

2020
Balance, beginning of period	19,878,713	$	2	$	258,315	$	( 38,189 )	$	229,437	$	9,728	$	459,293
Stock option exercise ( 1,670 shares of treasury stock issued)	—	—		—		41		—		—		41
Share-based compensation, net of forfeitures	—	—		465		—		—		—		465
Net income	—	—		—		—		14,754		—		14,754
Other comprehensive income	—	—		—		—		—		928		928
Balance, end of period	19,878,713	$	2	$	258,780	$	( 38,148 )	$	244,191	$	10,656	$	475,481

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

Table of Contents

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Stockholders’ Equity (continued)

For the nine months ended September 30,

(Unaudited)


(in thousands, except share amounts)	Issued shares of common stock	Common stock		Additional paid-in capital		Treasury stock		Retained earnings		Accumulated other comprehensive income		Total stockholders’ equity
2021
Balance, beginning of period	19,878,713	$	2	$	259,363	$	( 38,148 )	$	255,451	$	9,119	$	485,787
Share-based compensation, net of forfeitures	—	—		1,501		—		—		—		1,501
Net income	—	—		—		—		34,347		—		34,347
Other comprehensive loss	—	—		—		—		—		( 1,714 )		( 1,714 )
Balance, end of period	19,878,713	$	2	$	260,864	$	( 38,148 )	$	289,798	$	7,405	$	519,921

2020
Balance, beginning of period	19,878,713	$	2	$	257,181	$	( 36,706 )	$	207,866	$	1,858	$	430,201
Issuance of treasury stock ( 100 shares)	—	—		—		2		—		—		2
Repurchase of treasury stock ( 63,844 shares)	—	—		—		( 1,564 )		—		—		( 1,564 )
Stock option exercise ( 4,892 shares of treasury stock issued)	—	—		( 153 )		120		—		—		( 33 )
Share-based compensation, net of forfeitures	—	—		1,752		—		—		—		1,752
Net income	—	—		—		—		36,325		—		36,325
Other comprehensive income	—	—		—		—		—		8,798		8,798
Balance, end of period	19,878,713	$	2	$	258,780	$	( 38,148 )	$	244,191	$	10,656	$	475,481

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

Table of Contents

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Cash Flows

For the nine months ended September 30,

(Unaudited)


(In thousands)	2021		2020
Cash flows from operating activities:
Net income	$	34,347	$	36,325
Adjustments to reconcile income to net cash provided by operating activities:
Provision for loan losses	1,750		15,100
Depreciation	4,716		4,353
Deferred tax (benefit) expense	2,862		1
Accretion of net discount on securities	2,617		3,164
Net accretion of discount on acquired loans	( 1,001 )		( 2,709 )
Net change in deferred loan origination fees and costs	( 407 )		9,442
Amortization of core deposits and other intangible assets	1,062		1,093
Net amortization of lease marks	—		83
Amortization of software implementation costs	844		731
Accretion of fair value premium on acquired deposits	( 45 )		( 124 )
Amortization of fair value discount on subordinated debt	192		192
Amortization of issuance costs on subordinated debt	70		23
Amortization of fair value discount on convertible notes payable	559		564
Accretion of fair value premium on Federal Home Loan Bank advances	—		( 165 )
Increase in cash surrender value of bank-owned life insurance	( 954 )		( 959 )
Impairment of premises and equipment	23		—
Impairment of other real estate owned and foreclosed assets	240		246
Federal Home Loan Bank stock dividends	( 306 )		( 298 )
Share-based compensation expense	1,501		1,752
(Increase) decrease in fair value of mortgage servicing rights	3,706		19,077
Net gain on sales of available-for-sale securities	—		( 153 )
Net gain on sales of loans held-for-investment	698		1,094
Net loss (gain) on disposal of premises and equipment	75		212
Net (gain) loss on other real estate owned and foreclosed assets activity	( 591 )		( 242 )
Net gain on sales of loans held-for-sale	( 50,224 )		( 49,069 )
Origination of loans held-for-sale	( 1,693,782 )		( 1,767,009 )
Proceeds from sales of loans held-for-sale	1,797,219		1,746,030

Changes in operating assets and liabilities:
Accrued interest receivable	( 1,233 )		( 5,149 )
Prepaid expenses and other assets	2,231		( 19,329 )
Accrued interest payable	176		948
Accrued expenses and other liabilities	( 23,610 )		30,393

Net cash provided by operating activities	$	82,735	$	25,617

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

Table of Contents

FIRSTSUN CAPITAL BANCORP

and Subsidiaries

Consolidated Statements of Cash Flows (continued)

For the nine months ended September 30,

(Unaudited)


(In thousands)	2021		2020
Cash flows from operating activities: (previous page)	$	82,735	$	25,617

Cash flows from investing activities:
Net cash paid for acquisitions	—		( 7,019 )

Proceeds from maturities of held-to-maturity securities	12,097		16,827
Purchases of available-for-sale securities	( 164,914 )		( 72,700 )
Proceeds from sale or maturities of available-for-sale securities	97,499		151,144
Loan originations, net of repayments	19,632		( 815,040 )

Proceeds from the sale of loans held-for-sale previously classified as held-for-investment	18,544		97,832
Purchases of premises and equipment	( 2,891 )		( 4,348 )
Proceeds from the sale of premises and equipment	1,192		1,161

Proceeds from sales of other real estate owned and foreclosed assets	1,221		6,296


Purchases of restricted equity securities	( 49 )		( 8,689 )
Proceeds from the sale or redemption of restricted equity securities	6,603		298
Purchase of other investments	( 324 )		( 122 )
Proceeds from the sale or redemption of other investments	519		1
Net cash provided by (used in) investing activities	( 10,871 )		( 634,359 )

Cash flows from financing activities:
Net change in deposits	704,481		409,103
Net change in securities sold under agreements to repurchase	1,629		63,140
Proceeds from Federal Home Loan Bank advances	—		1,019,000
Repayments of Federal Home Loan Bank advances	( 30,411 )		( 897,998 )

Repayments of other borrowings	—		( 6,000 )
Proceeds from Subordinated debt	—		39,067


Issuance of treasury stock	—		( 31 )
Purchase of treasury stock	—		( 1,564 )

Net cash provided by financing activities	675,699		624,717
Net increase in cash and cash equivalents	747,563		15,975
Cash and cash equivalents, beginning of period	201,978		144,531
Cash and cash equivalents, end of period	$	949,541	$	160,506

Supplemental disclosures of cash flow information:
Interest paid on deposits	$	6,869	$	13,564
Interest paid on borrowed funds	$	4,362	$	4,119
Cash paid for income taxes, net	$	4,930	$	8,003
Non-cash investing and financing activities:
Net change in unrealized gain on available-for-sale securities	$	( 2,270 )	$	11,646
Loan charge-offs	$	3,242	$	1,785
Loans transferred to other real estate owned and foreclosed assets	$	3,264	$	3,110
Mortgage servicing rights resulting from sale or securitization of mortgage loans	$	18,533	$	15,879

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

Table of Contents

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”) and Logia Portfolio Management, LLC, and have been prepared using U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. These entities are collectively referred to as “our”, “us”, “we”, or “the Company”.

These consolidated financial statements 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, 2020 included in our proxy statement/prospectus dated August 10, 2021 (the “Prospectus”) filed with the SEC on August 12, 2021, pursuant to Securities Act Rule 424(b)(3) in connection with our proposed merger with Pioneer Bancshares, Inc. (“Pioneer”). Certain prior period amounts have been reclassified to conform to the current period presentation. Reclassifications had no effect on our net income or stockholders’ equity.

Business Combination - On May 11, 2021, FirstSun and Pioneer entered into an Agreement and Plan of Merger that provides for the merger of Pioneer with and into FirstSun, with FirstSun as the surviving entity (the “merger”). If the merger is completed, each share of Pioneer common stock will be converted into the right to receive 1.0443 shares of FirstSun common stock plus cash in lieu of any fractional shares. In September 2021, the Pioneer stockholders approved the merger. Completion of the merger, among other things, is subject to the requisite approval of the appropriate regulatory bodies, and if approved is expected to close in the fourth quarter of 2021. Pioneer currently operates from its headquarters in Austin, Texas and has banking offices located primarily in the Austin, Houston, San Antonio, and Dallas metro areas. As of September 30, 2021 Pioneer had assets of $ 1.6 billion, total loans of $ 1.0 billion, and deposits of $ 1.3 billion.

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 significant 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.

Risks and Uncertainties - In the normal course of business, companies in the banking and mortgage industries encounter certain economic and regulatory risks. Economic risks include prepayment risk, market risk, interest rate risk, and credit risk. We are subject to interest rate risk to the extent that in a rising interest rate environment, we may experience a decrease in loan production, as well as decreases in the value of mortgage loans held-for-sale and in commitments to originate loans, which may adversely impact our earnings. Credit risk is the risk of default that may result from the borrowers’ inability or unwillingness to make contractually required payments.

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, or there are early payment defaults, we may be required to repurchase the loans or indemnify these investors for any losses from borrower defaults. In addition, if loans pay off within a specified time frame, we may be required to refund a portion of the sales proceeds to the investors. We established reserves for potential losses related to these representations and warranties which is recorded within accrued expenses and other liabilities. In assessing the adequacy of the reserve, we evaluate various

Table of Contents

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. Further information is presented in Note 15. Commitments and Contingencies .

Adoption of New Accounting Standards - 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. There have been no material developments with respect to newly issued standards from those disclosed in our Prospectus. We have deferred adoption of ASU 2016-02, Leases (Topic 842) and ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) .

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:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
As of September 30, 2021
Available-for-sale:
U.S. treasury	$	20,454	$	241	$	—	$	20,695
U.S. agency	6,493		—		( 104 )		6,389
Obligations of states and political subdivisions	3,981		16		—		3,997
Mortgage backed - residential	132,062		2,998		( 779 )		134,281
Collateralized mortgage obligations	219,671		2,521		( 31 )		222,161
Mortgage backed - commercial	138,932		4,959		( 19 )		143,872

Total available-for-sale	$	521,593	$	10,735	$	( 933 )	$	531,395

Held-to-maturity:


Obligations of states and political subdivisions	$	720	$	30	$	—	$	750
Mortgage backed - residential	11,686		545		—		12,231
Collateralized mortgage obligations	7,405		307		—		7,712


Total held-to-maturity	$	19,811	$	882	$	—	$	20,693

As of December 31, 2020
Available-for-sale:

U.S. agency	$	9,204	$	—	$	( 208 )	$	8,996
Obligations of states and political subdivisions	3,427		8		—		3,435
Mortgage backed - residential	116,365		3,399		( 202 )		119,562
Collateralized mortgage obligations	200,496		2,743		( 43 )		203,196
Mortgage backed - commercial	127,022		6,426		( 51 )		133,397

Total available-for-sale	$	456,514	$	12,576	$	( 504 )	$	468,586

Held-to-maturity:

U.S. agency	$	5,099	$	26	$	—	$	5,125
Obligations of states and political subdivisions	730		41		—		771
Mortgage backed - residential	16,050		618		—		16,668
Collateralized mortgage obligations	10,309		455		—		10,764


Total held-to-maturity	$	32,188	$	1,140	$	—	$	33,328

Table of Contents

As of September 30, 2021 and December 31, 2020, 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.

Certain debt securities that have gross unrealized losses and have been in a continuous unrealized loss position for more than one year 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
As of September 30, 2021
Available-for-sale:

U.S. agency	$	—	$	—	$	6,389	$	( 104 )	$	6,389	$	( 104 )	7

Mortgage backed - residential	36,034		( 769 )		2,896		( 10 )		38,930		( 779 )		9
Collateralized mortgage obligations	13,024		( 27 )		610		( 4 )		13,634		( 31 )		8
Mortgage backed - commercial	—		—		24,170		( 19 )		24,170		( 19 )		2

Total available-for-sale	$	49,058	$	( 796 )	$	34,065	$	( 137 )	$	83,123	$	( 933 )	26


	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
As of December 31, 2020
Available-for-sale:

U.S. agency	$	—	$	—	$	8,996	$	( 208 )	$	8,996	$	( 208 )	7

Mortgage backed - residential	15,251		( 146 )		7,601		( 56 )		22,852		( 202 )		8
Collateralized mortgage obligations	23,646		( 43 )		—		—		23,646		( 43 )		11
Mortgage backed - commercial	9,167		( 15 )		14,971		( 36 )		24,138		( 51 )		2

Total available-for-sale	$	48,064	$	( 204 )	$	31,568	$	( 300 )	$	79,632	$	( 504 )	28

There were no held-to-maturity securities in an unrealized loss position as of September 30, 2021 or December 31, 2020.

Estimated fair value is less than amortized cost primarily because of general economic conditions unrelated to the specific issuer. At September 30, 2021 and December 31, 2020, management does not believe these securities are other than temporarily impaired for the following reasons: no significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the issuer; no significant adverse change in the regulatory, economic, or technological environment of the issuer; and no significant adverse change in the general market condition of either the geographic area or the industry in which the issuer operates. Management has the ability and intends to hold these securities and it is likely that management will not be required to sell the securities prior to maturity or until such time as the full amount of investment principal will be returned.

Table of Contents

The amortized cost and fair value of our debt securities by contractual maturity as of September 30, 2021 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	$	66	$	67
Due after 1 year through 5 years	20,442		21,008
Due after 5 years through 10 years	135,566		138,722
Due after 10 years	365,519		371,598
Total available-for-sale	$	521,593	$	531,395

Held-to-maturity:

Due after 1 year through 5 years	$	720	$	750
Due after 5 years through 10 years	702		749
Due after 10 years	18,389		19,194
Total held-to-maturity	$	19,811	$	20,693

Securities with a carrying value of $ 466,982 and $ 437,223 were pledged to secure public deposits, securities sold under agreements to repurchase and borrowed funds at September 30, 2021 and December 31, 2020, respectively.

There were no proceeds from sales and calls of securities for the nine months ended September 30, 2021. The proceeds from sales and calls of securities for the nine months ended September 30, 2020 was $ 56,159 . For the nine months ended September 30, 2020, we recognized gross investment gains of $ 446 and gross investment losses of $ 293 , resulting from the sale of securities.

NOTE 3. Loans

Loans held-for-investment consist of the following:


	September 30, 2021		December 31, 2020

Commercial	$	2,228,639	$	2,181,552
Commercial real estate	1,140,181		1,156,668
Residential real estate	426,044		503,828
Consumer	17,742		14,233
Total loans	3,812,606		3,856,281

Deferred costs, fees, premiums, and discounts	( 8,625 )		( 9,924 )

Allowance for loan losses	( 47,868 )		( 47,766 )

Total loans, net	$	3,756,113	$	3,798,591

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law. A provision in the CARES Act created the Paycheck Protection Program (PPP), a program administered by the Small Business Administration (“SBA”) to provide loans to small business during the COVID-19 pandemic. As of September 30, 2021 and December 31, 2020, we had $ 116,519 and $ 256,336 of PPP loans outstanding and deferred processing fees outstanding of $ 3,153 and $ 5,235 , respectively. PPP loans are classified as Commercial loans in the consolidated financial statements. No allowance for loan losses has been recognized for PPP loans as such loans are fully guaranteed by the SBA.

Table of Contents

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


	Commercial		Commercial Real Estate		Residential Real Estate		Consumer		Total
2021
Allowance for loan losses:
Balance, beginning of period	$	28,173	$	13,149	$	1,305	$	351	$	42,978
Provision for (benefit from) loan losses	3,030		560		( 31 )		( 59 )		3,500
Loans charged off	—		—		—		( 66 )		( 66 )
Recoveries	1,440		—		3		13		1,456
Balance, end of period	$	32,643	$	13,709	$	1,277	$	239	$	47,868

2020
Allowance for loan losses:
Balance, beginning of period	$	22,541	$	13,212	$	1,868	$	275	$	37,896
Provision for (benefit from) loan losses	4,030		853		( 126 )		43		4,800
Loans charged off	( 203 )		( 1 )		—		( 32 )		( 236 )
Recoveries	225		—		3		13		241
Balance, end of period	$	26,593	$	14,064	$	1,745	$	299	$	42,701

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


	Commercial		Commercial Real Estate		Residential Real Estate		Consumer		Total
2021
Allowance for loan losses:
Balance, beginning of period	$	32,009	$	13,863	$	1,606	$	288	$	47,766
Provision for (benefit from) loan losses	2,210		( 163 )		( 350 )		53		1,750
Loans charged off	( 3,102 )		—		( 2 )		( 138 )		( 3,242 )
Recoveries	1,526		9		23		36		1,594
Balance, end of period	$	32,643	$	13,709	$	1,277	$	239	$	47,868

2020
Allowance for loan losses:
Balance, beginning of period	$	17,509	$	9,645	$	1,056	$	336	$	28,546
Provision for loan losses	9,567		4,728		708		97		15,100
Loans charged off	( 997 )		( 581 )		( 39 )		( 168 )		( 1,785 )
Recoveries	514		272		20		34		840
Balance, end of period	$	26,593	$	14,064	$	1,745	$	299	$	42,701

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

Table of Contents

The following table presents the balance in the allowance for loan losses and the recorded investment by portfolio type based on impairment method:


	Commercial		Commercial Real Estate		Residential Real Estate		Consumer		Total
As of September 30, 2021
Loans:
Individually evaluated for impairment	$	19,632	$	5,203	$	6,555	$	3	$	31,393
Collectively evaluated for impairment	2,209,007		1,134,978		419,489		17,739		3,781,213
Total loans	$	2,228,639	$	1,140,181	$	426,044	$	17,742	$	3,812,606

Allowance for loan losses:
Individually evaluated for impairment	$	3,823	$	387	$	148	$	—	$	4,358
Collectively evaluated for impairment	28,820		13,322		1,129		239		43,510
Total allowance for loan losses	$	32,643	$	13,709	$	1,277	$	239	$	47,868

As of December 31, 2020
Loans:
Individually evaluated for impairment	$	23,197	$	2,933	$	9,630	$	38	$	35,798
Collectively evaluated for impairment	2,158,355		1,153,735		494,198		14,195		3,820,483
Total loans	$	2,181,552	$	1,156,668	$	503,828	$	14,233	$	3,856,281

Allowance for loan losses:
Individually evaluated for impairment	$	3,972	$	12	$	96	$	—	$	4,080
Collectively evaluated for impairment	28,037		13,851		1,510		288		43,686
Total allowance for loan losses	$	32,009	$	13,863	$	1,606	$	288	$	47,766

Table of Contents

The following table presents information related to impaired loans by class of loans as of:


	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Average Recorded Investment
As of September 30, 2021
With no related allowance recorded:
Commercial	$	10,013	$	9,505	$	—	$	6,964
Commercial real estate	2,365		2,307		—		2,201
Residential real estate	4,717		4,732		—		3,153
Consumer	4		3		—		4
Total loans with no related allowance recorded	17,099		16,547		—		12,322

With an allowance recorded:
Commercial	10,386		10,127		3,823		6,962
Commercial real estate	2,949		2,896		387		1,940
Residential real estate	1,794		1,823		148		1,224

Total loans an allowance recorded	15,129		14,846		4,358		10,126
Total impaired loans	$	32,228	$	31,393	$	4,358	$	22,448

As of December 31, 2020
With no related allowance recorded:
Commercial	$	16,370	$	15,756	$	—	$	12,189
Commercial real estate	2,850		2,838		—		1,910
Residential real estate	9,021		8,933		—		5,855
Consumer	38		38		—		29
Total loans with no related allowance recorded	28,279		27,565		—		19,983

With an allowance recorded:
Commercial	7,610		7,441		3,972		5,304
Commercial real estate	133		95		12		67
Residential real estate	709		697		96		479

Total loans an allowance recorded	8,452		8,233		4,080		5,850
Total impaired loans	$	36,731	$	35,798	$	4,080	$	25,833

Interest income recorded on impaired loans was not material for the three and nine months ended September 30, 2021 and 2020.

Credit risk monitoring and management is a continuous process to manage the quality of the loan portfolio. We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt including 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 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:

Substandard - loans are considered “classified” and have a well-defined weakness, or weaknesses, such as loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans are also characterized by the distinct possibility of loss in the future if the deficiencies are not corrected.

Doubtful - loans are considered “classified” and have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently

Table of Contents

existing facts, conditions and values, highly questionable and improbable. There were no loans categorized as doubtful as of September 30, 2021 and December 31, 2020.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.

The following table presents the credit risk profile of our loan portfolio based on our rating categories:


	Non-Classified		Classified		Total
As of September 30, 2021
Commercial	$	2,202,979	$	25,660	$	2,228,639
Commercial real estate	1,113,753		26,428		1,140,181
Residential real estate	419,557		6,487		426,044
Consumer	17,736		6		17,742
Total loans	$	3,754,025	$	58,581	$	3,812,606

As of December 31, 2020
Commercial	$	2,145,831	$	35,721	$	2,181,552
Commercial real estate	1,126,080		30,588		1,156,668
Residential real estate	494,155		9,673		503,828
Consumer	14,195		38		14,233
Total loans	$	3,780,261	$	76,020	$	3,856,281

The following table presents our loan portfolio aging analysis:


	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		Non-Accrual		Total
As of September 30, 2021
Commercial	$	2,208,361	$	1,639	$	—	$	—	$	18,639	$	2,228,639
Commercial real estate	1,123,875		9,420		1,681		—		5,205		1,140,181
Residential real estate	418,746		—		842		—		6,456		426,044
Consumer	17,721		18		—		—		3		17,742
Total loans	$	3,768,703	$	11,077	$	2,523	$	—	$	30,303	$	3,812,606

As of December 31, 2020
Commercial	$	2,147,310	$	11,415	$	48	$	—	$	22,779	$	2,181,552
Commercial real estate	1,144,801		8,933		—		—		2,934		1,156,668
Residential real estate	489,482		2,948		1,123		777		9,498		503,828
Consumer	14,187		8		—		—		38		14,233
Total loans	$	3,795,780	$	23,304	$	1,171	$	777	$	35,249	$	3,856,281

As of September 30, 2021 and December 31, 2020, we have a recorded investment in troubled debt restructurings (TDRs) of $ 18,750 and $ 13,975 , respectively. We have no commitments to lend additional amounts at September 30, 2021.

The modification of the terms of the loans performed for the nine months ended September 30, 2021 and for the year ended December 31, 2020 respectively, included rate modifications, extensions of the maturity dates or a permanent reduction of the recorded investment in the loans.

Table of Contents

The following table presents loans by class modified as TDRs that occurred during the nine months ended September 30, 2021 and year ended December 31, 2020:


	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
September 30, 2021
Commercial	5	$	6,789	$	5,229



Total	5	$	6,789	$	5,229

December 31, 2020
Commercial	11	$	2,950	$	2,831

Residential real estate	5	917		907

Total	16	$	3,867	$	3,738

For the nine months ended September 30, 2021 and year ended December 31, 2020 the TDRs described above increased the allowance for loan losses by $ 1,441 and $ 1,464 , respectively. There were no amounts charged-off during the nine months ended September 30, 2021 and year ended December 31, 2020. For the year ended December 31, 2020, there were loans modified as TDRs totaling $ 1,759 for which there was a payment default following the modification.

In order to assess whether a borrower is experiencing financial difficulty, an evaluation is performed to determine the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under our internal underwriting policy.

A loan is generally considered to be in payment default once it is 30 days contractually past due under the modified terms.

We are working with borrowers impacted by COVID-19 and providing modifications to include interest only deferral or principal and interest deferral. These modifications are excluded from TDR classification under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators. As of September 30, 2021, we had actively modified loans under the CARES Act as follows:


	Number of Loans	Recorded Investment
September 30, 2021


Residential real estate	9	$	2,517

Acquired Loans and Loan Discounts :

Included in the net loan portfolio as of September 30, 2021 and December 31, 2020 is a net accretable discount related to loans acquired within a business combination in the approximate amounts of $ 770 and $ 2,043 , respectively. The discount is accreted into income on a level-yield basis over the life of the loans.

Loans acquired with evidence of credit quality deterioration at acquisition, for which it was probable that we would not be able to collect all contractual amounts due, were accounted for as purchased credit impaired (“PCI”) loans. The outstanding balance represents the total amount owed, including accrued but unpaid interest, and any amounts previously charged off. The carrying amount of purchased credit impaired loans is not significant as of September 30, 2021 and December 31, 2020.

Table of Contents

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. A primary risk associated with MSRs is the potential reduction in fair value as a result of higher than anticipated prepayments due to loan refinancing prompted, in part, by declining interest rates or government intervention. Conversely, these assets generally increase in value in a rising interest rate environment to the extent that prepayments are slower than anticipated. We utilize derivatives as economic hedges to offset changes in the fair value of the MSRs resulting from the actual or anticipated changes in prepayments stemming from changing interest rate environments.

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


	September 30, 2021		December 31, 2020

Federal National Mortgage Association	$	2,278,202	$	2,117,703
Federal Home Loan Mortgage Corporation	1,425,824		948,934
Government National Mortgage Association	757,859		722,138
Federal Home Loan Bank	148,214		245,246
Other	1,948		2,144
Total	$	4,612,047	$	4,036,165

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,
	2021		2020		2021		2020

Balance, beginning of period	$	40,844	$	23,800	$	29,144	$	29,003
Additions:

Servicing resulting from transfers of financial assets	5,303		6,614		18,533		15,879


Changes in fair value:
Due to changes in valuation inputs or assumptions used in the valuation model	948		( 2,114 )		5,209		( 13,215 )
Changes in fair value due to pay-offs, pay-downs, and runoff	( 3,124 )		( 2,495 )		( 8,915 )		( 5,862 )
Balance, end of period	$	43,971	$	25,805	$	43,971	$	25,805

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


	September 30, 2021		December 31, 2020		September 30, 2020

Discount rate	9.22	%	9.12	%	9.28	%
Total prepayment speeds	12.15	%	16.99	%	18.79	%
Cost of servicing each loan	$ 86 /per loan		$ 85 /per loan		$ 86 /per loan

Table of Contents

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,
	2021		2020		2021		2020

Servicing fees	$	3,101	$	2,400	$	8,853	$	6,773
Late and ancillary fees	118		92		317		277
Total	$	3,219	$	2,492	$	9,170	$	7,050

NOTE 5. Derivative Financial Instruments

Banking Derivative Financial Instruments :

We are exposed to changes in the fair value of certain of our fixed-rate assets due to changes in benchmark interest rates. We use interest rate swaps to manage our exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, LIBOR. Interest rate swaps designated as fair value hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for us making variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. The carrying amount of hedged loans receivable as of September 30, 2021 and December 31, 2020 was $ 209,552 and $ 239,591 , respectively. The cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged loans receivable as of September 30, 2021 and December 31, 2020 was $ 7,784 and $ 14,906 , respectively. The 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 hedged by offsetting 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. These instruments are a component of prepaid expenses and other assets and accrued expenses and other liabilities.

Table of Contents

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


	Number of Transactions	Expiration Dates	Outstanding Notional		Estimated Fair Value
September 30, 2021
Derivative financial instruments designated as hedging instruments:
Assets:
Interest Rate Products	1	2029	$	20,378	$	1,142
Liabilities:
Interest Rate Products	12	2022-2029	$	181,390	$	8,898

Derivative financial instruments not designated as hedging instruments:
Assets:
Interest Rate Products	38	2024-2036	$	207,937	$	8,471
Liabilities:
Interest Rate Products	38	2024-2036	$	207,937	$	8,810

December 31, 2020
Derivative financial instruments designated as hedging instruments:
Assets:
Interest Rate Products	2	2026-2029	$	38,978	$	830
Liabilities:
Interest Rate Products	12	2022-2028	$	185,637	$	15,792

Derivative financial instruments not designated as hedging instruments:
Assets:
Interest Rate Products	28	2024-2031	$	171,609	$	11,348
Liabilities:
Interest Rate Products	28	2024-2031	$	171,609	$	12,117

Table of Contents

We recorded gains and losses on banking derivatives assets as follows:


	For the three months ended September 30,				For the nine months ended September 30,
	2021		2020		2021		2020

Recorded (loss) gain on banking derivative assets	$	( 186 )	$	( 221 )	$	( 420 )	$	8,608

Recorded gain (loss) on banking derivative liabilities	$	337	$	123	$	926	$	( 9,432 )

For the three months ended September 30, 2021 and 2020, our banking derivative financial instruments not designated as hedging instruments generated fee income of $ 246 and $ 1,406 , respectively. For the nine months ended September 30, 2021 and 2020, our banking derivative financial instruments not designated as hedging instruments generated fee income of $ 1,080 and $ 2,967 , 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, 2021 and December 31, 2020, 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 $ 18,435 and $ 28,622 , respectively. As of September 30, 2021 and December 31, 2020, we have minimum collateral posting thresholds with our derivative counterparties and have posted collateral of $ 22,342 and $ 31,400 , respectively. If we had breached any of these provisions at September 30, 2021, we could have been required to settle our obligations under the agreements at their termination value of $ 18,435 .

Mortgage Banking Derivative Financial Instruments :

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


	Expiration Dates	Outstanding Notional		Estimated Fair Value
September 30, 2021
Derivative financial instruments
Assets:
Forward MBS trades	2021	$	257,900	$	987
Interest rate lock commitments (IRLC)	2021	$	188,714	$	1,420

Liabilities:
Forward MBS trades	2021	$	150,900	$	2,258


December 31, 2020
Derivative financial instruments
Assets:
Forward MBS trades	2021	$	189,900	$	468
Interest rate lock commitments (IRLC)	2021	$	462,394	$	5,686

Liabilities:
Forward MBS trades	2021	$	433,400	$	2,883

Table of Contents

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


	For the three months ended September 30,				For the nine months ended September 30,
	2021		2020		2021		2020

Recorded gain (loss) on mortgage banking derivative assets	$	9,175	$	( 19,987 )	$	( 302 )	$	7,638

Recorded (loss) gain on mortgage banking derivative liabilities	$	( 10,241 )	$	1,925	$	( 7,714 )	$	( 989 )

NOTE 6. Deposits

The composition of our deposits is as follows:


	As of
	September 30, 2021		December 31, 2020

Noninterest-bearing demand deposit accounts	$	1,578,306	$	1,054,458
Interest-bearing deposit accounts:
Interest-bearing demand accounts	201,510		164,870
Savings accounts and money market accounts	2,711,417		2,472,965
NOW accounts	37,888		95,297
Certificate of deposit accounts:
Less than $100	151,696		164,491
$100 through $250	104,864		113,006
Greater than $250	72,304		88,462
Total interest-bearing deposit accounts	3,279,679		3,099,091
Total deposits	$	4,857,985	$	4,153,549

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,
	2021		2020		2021		2020

Interest-bearing deposit accounts:
Interest-bearing demand accounts	$	89	$	97	$	300	$	331
Savings accounts and money market accounts	1,155		1,635		3,668		5,901
NOW accounts	50		183		336		471
Certificate of deposit accounts	684		1,433		2,427		6,178
Total interest-bearing deposit accounts	$	1,978	$	3,348	$	6,731	$	12,881

Table of Contents

The remaining maturity on certificate of deposit accounts as of September 30, 2021 is as follows:


Remainder of 2021	$	59,117
2022	184,563
2023	47,911
2024	14,637
2025	11,001
2026	7,474
Thereafter	4,161
Total certificate of deposit accounts	$	328,864

NOTE 7. Securities Sold Under Agreements to Repurchase

Information concerning securities sold under agreements to repurchase is as follows for the periods ended:


	September 30, 2021			December 31, 2020

Amount outstanding at period-end	$	117,001		$	115,372
Average daily balance during the period	$	131,444		$	118,706
Average interest rate during the period	0.05		%	0.15		%
Maximum month-end balance during the period	$	160,865		$	149,844
Weighted average interest rate at period-end	0.04		%	0.05		%

At September 30, 2021 and December 31, 2020, such agreements were secured by investment and mortgage-related securities with an approximate carrying amount of $ 134,701 and $ 121,116 , respectively. Pledged securities are maintained by safekeeping agents at the direction of the Bank. Our agreements to repurchase generally mature daily, and are considered to be in an overnight and continuous position.

NOTE 8. Debt

FHLB advances :

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


	September 30, 2021				December 31, 2020
	Amount		Rate	Weighted Average Rate	Amount		Rate	Weighted Average Rate
Variable rate line-of-credit advance	$	—	N/A	N/A	$	20,000	0.35 %	N/A
Fixed rate term advances	$	40,000	0.91 % - 2.59 %	1.49 %	$	50,411	0.91 % - 4.13 %	1.78 %
	$	40,000			$	70,411

The advances were collateralized by $ 842,678 and $ 943,376 of loans pledged to the FHLB as collateral as of September 30, 2021 and December 31, 2020, respectively.

Table of Contents

Future maturities of our FHLB borrowings is as follows:


2022	$	10,000


2025	20,000

Thereafter	10,000
Total	$	40,000

As of September 30, 2021 and December 31, 2020, the Bank had total borrowing capacity with the FHLB that is based on qualified collateral lending values of $ 675,641 and $ 702,540 , respectively. Our additional borrowing availability with the FHLB at September 30, 2021 was $ 556,547 . These borrowings can be in the form of additional term advances or a line-of-credit.

FRB advances :

We also had a $ 9,366 line-of-credit with the FRB. The agreement bears interest at the Fed Funds target rate plus 0.50 % and is secured by municipal, agency, mortgage-related and corporate securities. The entire line was available at September 30, 2021.

Other borrowings :

We have lines-of-credit with certain other financial institutions totaling $ 95,000 as of September 30, 2021. No amounts were drawn on these lines-of-credit in 2021.

Convertible Notes Payable :

We have issued a total of $ 20,673 of convertible notes with a maturity date of August 31, 2023. The annual interest rate on these convertible notes is 3.29 % with quarterly interest payments. With respect to conversion, each $1 (in thousands) principal amount of the convertible notes can be converted to 15.6717 shares of Parent Company common stock at any time until maturity.

The convertible notes were originally recorded with a discount of $ 4,682 . As of and for the periods ended September 30, 2021 and December 31, 2020, the debt discount on the convertible notes totaled $ 1,418 and $ 1,977 , respectively. The related accretion for the three months ended September 30, 2021 and 2020 was $ 186 and $ 188 , respectively. The related accretion for the nine months ended September 30, 2021 and 2020 was $ 559 and $ 564 , respectively.

Subordinated Debt :

Subordinated Notes :

In June and August 2020, we issued a total of $ 40,000 subordinated notes. The notes pay 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 % reset quarterly. Interest is payable on July 1 and January 1 of each year. Such notes are due on July 1, 2030. The notes are not redeemable within the first five years of issuance, except under certain very limited conditions. After five years, we may redeem the notes at our discretion.

We incurred and capitalized $ 933 of costs related to the issuance of the subordinated notes. As of and for the three and nine months ended September 30, 2021, the amortization associated with the debt issuance costs totaled $ 23 and $ 70 .

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 LIBOR plus 3.35 % ( 3.50 % and 3.66 % as of September 30, 2021 and 2020, respectively) for the trust preferred securities issued through NMBCT I and at a rate of three-month LIBOR plus 2.00 % ( 2.15 % and 2.36 % as of September 30, 2021 and 2020, respectively) for the trust preferred securities issued through NMBCT II.

Table of Contents

This subordinated debt of $ 13,919 was originally recorded at a discount of $ 4,293 . As of and for the three months ended September 30, 2021 and 2020, accretion associated with the fair value discount totaled $ 63 , respectively. As of and for the nine months ended September 30, 2021 and 2020, accretion associated with the fair value discount totaled $ 192 , respectively.

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 9. 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,
	2021		2020		2021		2020

Net income applicable to common stockholders	$	8,728	$	14,754	$	34,347	$	36,325
Weighted Average Shares
Weighted average common shares outstanding	18,321,659		18,320,606		18,321,659		18,327,164
Effect of dilutive securities
Stock-based awards	449,022		—		440,838		—
Weighted average diluted common shares	18,770,681		18,320,606		18,762,497		18,327,164

Earnings per common share
Basic earnings per common share	$	0.48	$	0.81	$	1.87	$	1.98
Effect of dilutive securities
Stock-based awards	( 0.02 )		—		( 0.04 )		—
Diluted earnings per common share	$	0.46	$	0.81	$	1.83	$	1.98

Convertible notes payable for 323,984 shares of common stock were not considered in computing diluted earnings per share for three and nine months ended September 30, 2021 and 2020 because they were antidilutive. Stock-based awards of 98,659 and 161,806 shares were antidilutive for the three and nine months ended September 30, 2020, respectively.

Table of Contents

NOTE 10. Stockholders’ Equity

Equity Incentive Plan :

We have established the FirstSun Capital Bancorp 2017 Equity Incentive Plan (the Plan). The 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.

A summary of stock option activity under the Plan as of September 30, 2021, and changes during the period then ended is presented below:


	Shares	Weighted-Average Exercise Price, per Share		Weighted-Average Remaining Contractual Term (years)
For the nine months ended September 30, 2021
Outstanding, beginning of period	1,428,940	$	19.97
Exercised	—	—
Granted	26,336	32.54
Forfeited	( 42,376 )	20.33
Outstanding, end of period	1,412,900	$	20.19	6.46
Options vested or expected to vest	1,412,900	$	20.19
Options exercisable, end of period	1,166,887	$	19.89	6.13

For the three months ended September 30, 2021 and 2020, we recorded total compensation cost of $ 348 and $ 526 , respectively related to the Plan. For the nine months ended September 30, 2021 and 2020, we recorded total compensation cost of $ 1,501 and $ 1,752 , respectively, related to the Plan.

At September 30, 2021, there was $ 1,390 of total unrecognized compensation cost related to non-vested stock options granted under the Plan. The unrecognized compensation cost at September 30, 2021 is expected to be recognized over the following 3.67 years. At September 30, 2021 and December 31, 2020, the intrinsic value of the stock options was $ 15,343 and $ 10,660 , respectively.

NOTE 11. Income Taxes

The provision for income taxes in interim periods requires us to make a best 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 following table presents our provision for income tax and effective tax provision rate:


	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020

Provision for income taxes	$	1,851		$	3,130		$	7,159		$	7,707
Effective tax provision rate	17.5		%	17.5		%	17.2		%	17.5		%

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

Table of Contents

NOTE 12. 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, 2021, 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, 2021 and December 31, 2020, 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 at year end for the Parent Company are as follows:


	Actual				For Capital Adequacy Purposes				To be Well- Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount	Ratio
As of September 30, 2021
Total risk-based capital to risk-weighted assets:	$	552,124	12.55	%	$	351,871	8.00	%	N/A	N/A
Tier 1 risk-based capital to risk-weighted assets:	$	453,740	10.32	%	$	263,904	6.00	%	N/A	N/A
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	453,740	10.32	%	$	197,928	4.50	%	N/A	N/A
Tier 1 leverage capital to average assets:	$	453,740	8.19	%	$	221,526	4.00	%	N/A	N/A

As of December 31, 2020
Total risk-based capital to risk-weighted assets:	$	513,949	12.19	%	$	337,327	8.00	%	N/A	N/A
Tier 1 risk-based capital to risk-weighted assets:	$	416,029	9.87	%	$	252,995	6.00	%	N/A	N/A
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	416,029	9.87	%	$	189,746	4.50	%	N/A	N/A
Tier 1 leverage capital to average assets:	$	416,029	8.53	%	$	195,074	4.00	%	N/A	N/A

Table of Contents

Actual and required capital amounts at year end for the Bank are as follows:


	Actual				For Capital Adequacy Purposes				To be Well- Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2021
Total risk-based capital to risk-weighted assets:	$	559,556	12.76	%	$	350,802	8.00	%	$	438,502	10.00	%
Tier 1 risk-based capital to risk-weighted assets:	$	511,100	11.66	%	$	263,101	6.00	%	$	350,802	8.00	%
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	511,100	11.66	%	$	197,326	4.50	%	$	285,026	6.50	%
Tier 1 leverage capital to average assets:	$	511,100	9.23	%	$	221,444	4.00	%	$	276,805	5.00	%

As of December 31, 2020
Total risk-based capital to risk-weighted assets:	$	517,077	12.30	%	$	336,276	8.00	%	$	420,345	10.00	%
Tier 1 risk-based capital to risk-weighted assets:	$	468,823	11.15	%	$	252,207	6.00	%	$	336,276	8.00	%
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	468,823	11.15	%	$	189,155	4.50	%	$	273,224	6.50	%
Tier 1 leverage capital to average assets:	$	468,823	9.62	%	$	195,008	4.00	%	$	243,760	5.00	%

NOTE 13. 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 judgement assumptions and estimates related to credit quality, our future earnings, interest rates and other relevant inputs. These valuation methods require considerable judgement 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.

Table of Contents

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:


	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
As of September 30, 2021
Available-for-sale securities	$	20,695	$	510,700	$	—	$	531,395
Loans held-for-sale	—		122,217		—		122,217
Mortgage servicing rights	—		—		43,971		43,971
Derivative financial instruments - assets	—		12,020		—		12,020
Derivative financial instruments - liabilities	—		( 19,966 )		—		( 19,966 )
Total	$	20,695	$	624,971	$	43,971	$	689,637

As of December 31, 2020
Available-for-sale securities	$	—	$	468,586	$	—	$	468,586
Loans held-for-sale	—		193,963		—		193,963
Mortgage servicing rights	—		—		29,144		29,144
Derivative financial instruments - assets	—		18,332		—		18,332
Derivative financial instruments - liabilities	—		( 30,792 )		—		( 30,792 )
Total	$	—	$	650,089	$	29,144	$	679,233

No assets or liabilities were valued on a recurring basis at Level 1 as of December 31, 2020, nor were there any transfers between Level 2 and Level 3 during the nine months ended September 30, 2021 and the year ended December 31, 2020.

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,
	2021		2020		2021		2020

Balance, beginning of period	$	40,844	$	23,800	$	29,144	$	29,003
Total losses included in earnings	( 2,176 )		( 4,609 )		( 3,706 )		( 19,077 )
Purchases, issuances, sales and settlements:

Issuances	5,303		6,614		18,533		15,879


Balance, end of period	$	43,971	$	25,805	$	43,971	$	25,805

Table of Contents

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 (for example, when there is evidence of impairment). 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, 2021		December 31, 2020
Impaired loans:
Commercial	$	6,304	$	3,469
Commercial real estate	2,509		84
Residential real estate	1,675		601

Total impaired loans	$	10,488	$	4,154

Other real estate owned and foreclosed assets, net:

Commercial real estate	$	5,747	$	3,354

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

Table of Contents

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:


			Estimated Fair Value
	Carrying Value		Total		Level 1		Level 2		Level 3
As of September 30, 2021
Assets:
Cash and cash equivalents	$	949,541	$	949,541	$	949,541	$	—	$	—
Securities held-to-maturity	19,811		20,693		—		20,693		—
Loans (excluding impaired loans)	3,781,213		3,722,746		—		—		3,722,746
Restricted equity securities	16,927		16,927		—		16,927		—
Accrued interest receivable	16,649		16,649		—		1,129		15,520

Liabilities:
Deposits (excluding demand deposits)	$	3,078,169	$	3,203,052	$	—	$	3,203,052	$	—
Securities sold under agreements to repurchase	117,001		117,001		—		117,001		—
FHLB advances	40,000		41,821		—		41,821		—

Convertible notes payable, net	19,256		21,201		—		21,201		—
Subordinated debt, net	49,928		52,099		—		52,099		—
Accrued interest payable	2,768		2,768		—		2,768		—

As of December 31, 2020
Assets:
Cash and cash equivalents	$	201,978	$	201,978	$	201,978	$	—	$	—
Securities held-to-maturity	32,188		33,328		—		33,328		—
Loans (excluding impaired loans)	3,820,483		3,780,649		—		—		3,780,649
Restricted equity securities	23,175		23,175		—		23,175		—
Accrued interest receivable	15,416		15,416		—		986		14,430

Liabilities:
Deposits (excluding demand deposits)	$	2,934,221	$	2,947,287	$	—	$	2,947,287	$	—
Securities sold under agreements to repurchase	115,372		115,372		—		115,372		—
FHLB advances	70,411		72,770		—		72,770		—

Convertible notes payable, net	18,696		20,804		—		20,804		—
Subordinated debt, net	49,666		49,750		—		49,750		—
Accrued interest payable	2,592		2,592		—		2,592		—

NOTE 14. Segment Information

Our operations are conducted through two operating segments: Banking and Mortgage Operations. Corporate represents costs not allocated to the operating segments. Operating segments are defined as components of an enterprise that engage in business activity from which revenues are earned and expenses are incurred for which discrete financial information is available that is evaluated regularly by executive management in deciding how to allocate resources and in assessing performance. Operating segments have been determined based on the products and services offered and reflect the manner in which financial information is currently evaluated by management. Each segment operates under the same banking charter, but is reported on a segmented basis for this report. Each of the operating segments is complementary to each other and because of the

Table of Contents

interrelationship of the segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

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.

Revenues are comprised of net interest income before the provision (benefit) for loan losses and non-interest income. Noninterest expenses are allocated to each operating segment. Provision for loan losses is primarily allocated to the Banking segment. Allocation methodologies may be subject to periodic adjustment as management systems evolve and/or the business or product lines within the segments change.

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


	Banking		Mortgage Operations		Corporate		Total Segments
2021
Summary of Operations
Net interest income (expense)	$	39,297	$	1,810	$	( 1,142 )	$	39,965

Provision for (benefit from) loan losses	3,543		( 43 )		—		3,500

Noninterest income:
Service charges on deposit accounts	3,471		—		—		3,471
Credit and debit card fees	2,472		—		—		2,472
Trust and investment advisory fees	1,974		—		—		1,974
(Loss) income from mortgage banking services, net	( 406 )		20,557		—		20,151
Other noninterest income	616		—		—		616
Total noninterest income	8,127		20,557		—		28,684

Noninterest expense:
Salary and employee benefits	22,604		13,166		291		36,061
Occupancy and equipment	5,854		787		2		6,643
Other noninterest expenses	8,361		2,915		590		11,866
Total noninterest expense	36,819		16,868		883		54,570

Income (loss) before income taxes	$	7,062	$	5,542	$	( 2,025 )	$	10,579

Other Information
Depreciation expense	$	1,516	$	21	$	—	$	1,537
Identifiable assets	$	5,070,287	$	578,475	$	34,323	$	5,683,085

Table of Contents


	Banking		Mortgage Operations		Corporate		Total Segments
2020
Summary of Operations
Net interest income (expense)	$	33,452	$	1,991	$	( 1,105 )	$	34,338

Provision for (benefit from) loan losses	4,940		( 140 )		—		4,800

Noninterest income:
Service charges on deposit accounts	2,428		—		—		2,428
Credit and debit card fees	2,107		—		—		2,107
Trust and investment advisory fees	1,282		—		—		1,282
(Loss) income from mortgage banking services, net	( 400 )		35,935		—		35,535
Other noninterest income	1,388		( 21 )		—		1,367
Total noninterest income	6,805		35,914		—		42,719

Noninterest expense:
Salary and employee benefits	22,910		14,734		305		37,949
Occupancy	5,662		700		3		6,365
Other noninterest expenses	6,481		3,410		168		10,059
Total noninterest expense	35,053		18,844		476		54,373

Income (loss) before income taxes	$	264	$	19,201	$	( 1,581 )	$	17,884

Other Information
Depreciation expense	$	1,463	$	( 7 )	$	—	$	1,456
Identifiable assets	$	4,272,570	$	581,128	$	35,059	$	4,888,757

Table of Contents

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


	Banking		Mortgage Operations		Corporate		Total Segments
2021
Summary of Operations
Net interest income (expense)	$	112,517	$	5,674	$	( 3,409 )	$	114,782

Provision for (benefit from) loan losses	2,124		( 374 )		—		1,750

Noninterest income:
Service charges on deposit accounts	8,659		—		—		8,659
Credit and debit card fees	7,140		—		—		7,140
Trust and investment advisory fees	5,871		—		—		5,871
(Loss) income from mortgage banking services, net	( 1,516 )		69,660		—		68,144
Other noninterest income	5,041		( 7 )		—		5,034
Total noninterest income	25,195		69,653		—		94,848

Noninterest expense:
Salary and employee benefits	70,111		42,238		780		113,129
Occupancy and equipment	17,535		2,329		3		19,867
Other noninterest expenses	22,072		9,237		2,069		33,378
Total noninterest expense	109,718		53,804		2,852		166,374

Income (loss) before income taxes	$	25,870	$	21,897	$	( 6,261 )	$	41,506

Other Information
Depreciation expense	$	4,428	$	288	$	—	$	4,716
Identifiable assets	$	5,070,287	$	578,475	$	34,323	$	5,683,085

Table of Contents


	Banking		Mortgage Operations		Corporate		Total Segments
2020
Summary of Operations
Net interest income (expense)	$	95,789	$	5,750	$	( 2,383 )	$	99,156

Provision for (benefit from) loan losses	15,216		( 116 )		—		15,100

Noninterest income:
Service charges on deposit accounts	7,042		—		—		7,042
Credit and debit card fees	5,865		—		—		5,865
Trust and investment advisory fees	3,222		—		—		3,222
(Loss) income from mortgage banking services, net	( 1,755 )		91,741		—		89,986
Other noninterest income	3,020		( 21 )		—		2,999
Total noninterest income	17,394		91,720		—		109,114

Noninterest expense:
Salary and employee benefits	63,755		37,439		804		101,998
Occupancy	16,840		2,407		4		19,251
Other noninterest expenses	18,494		8,853		542		27,889
Total noninterest expense	99,089		48,699		1,350		149,138

(Loss) income before income taxes	$	( 1,122 )	$	48,887	$	( 3,733 )	$	44,032

Other Information
Depreciation expense	$	4,061	$	292	$	—	$	4,353
Identifiable assets	$	4,272,570	$	581,128	$	35,059	$	4,888,757

Table of Contents

NOTE 15. 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.

Operating leases :

We lease certain facilities and equipment under non-cancelable operating leases. Operating lease amounts exclude renewal option periods, property taxes, insurance, and maintenance expenses on leased properties. Our facility leases typically provide for rental adjustments for increases in base rent (up to specific limits), property taxes, insurance, and general property maintenance that would be recorded in rent expense. Rent expense was $ 1,641 and $ 1,396 for the three months ended September 30, 2021 and 2020, respectively, and $ 4,955 and $ 4,926 for the nine months ended September 30, 2021 and 2020, respectively. Future minimum payments under all existing operating lease commitments are as follows:


Remainder 2021	$	6,721
2022	6,827
2023	6,529
2024	6,073
2025	3,831
2026	2,376
Thereafter	5,003
Total operating leases	$	37,360

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, 2021 and December 31, 2020, commitments included the funding of fixed-rate loans totaling $ 116,455 and $ 95,448 and variable-rate loans totaling $ 657,403 and $ 602,142 , respectively. The fixed-rate loan commitments have interest rates ranging from 0.90 % to 18.00 % at September 30, 2021 and 0.90 % to 18.00 % at December 31, 2020, and maturities ranging from 1 month to 24 years at September 30, 2021 and from 1 month to 10 years at December 31, 2020.

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 of the 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, 2021 and December 31, 2020, our standby letters of credit commitment totaled $ 7,807 and $ 16,664 , 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. The term of these Commitments is through December 31, 2021. As of September 30, 2021 and December 31, 2020, 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 had not recorded a liability and offsetting receivable. As of September 30, 2021 and December 31, 2020 the maximum potential amount of future payments that the Bank would have been required to make under the Commitments was $ 13,094 and $ 13,029 respectively. Under the Commitments, the Bank agrees to service the loans and therefore, is responsible for any necessary

Table of Contents

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.

Trust Administration Litigation :

On May 18, 2021, the two remainder beneficiaries of the Dorothy S. Harroun Irrevocable Trust (“Trust”), Dennis Harroun and Douglas Harroun (the “Remainder Beneficiaries”), filed a claim in the Santa Fe County, New Mexico District Court, against the Bank as trustee of the Trust, in the form of a counterclaim related to a petition for guidance and approval of trust distributions filed by the Bank on March 24, 2021 in the same court (the “Guidance Case”). The Remainder Beneficiaries’ claim alleges that the Bank breached its fiduciary duty and impartiality with respect to 2020 distributions made to the Trust’s current beneficiary, Dorothy Harroun (“Dorothy”). The Remainder Beneficiaries seek restitution and surcharge against the Bank for the full amount of the 2020 distributions, which were approximately $ 19.7 million, plus a reasonable rate of return thereon, as well as legal fees, costs, and expenses and the removal of the Bank as trustee of the Trust. The Bank believes that the Remainder Beneficiaries’ claims are without merit and it intends to vigorously defend against all claims asserted.

On June 14, 2021, the Bank was removed as Trustee of the Dorothy S. Harroun Revocable Trust (“Revocable Trust”). The Revocable Trust held proceeds of the 2020 distributions, and, after payment of federal and state taxes related to the 2020 distributions, the Revocable Trust still had approximately $ 11.8 million of the 2020 distributions intact (“Funds”). On June 16, 2021, the Bank filed an interpleader action in the Santa Fe County, New Mexico District Court (“Interpleader Case”). The Interpleader Case petition requested that the Funds be paid into the registry of the Court pending final judgment in the Guidance Case. On September 30, 2021, the Court in the Interpleader Case ordered that the Funds be transferred to the Revocable Trust successor trustee, First American Bank, and that no party may make demand for distributions thereof without further Order of the Court. The Funds have been transferred to First American Bank. Dorothy and the Remainder Beneficiaries have each filed answers and counterclaims in the Interpleader Case contesting the relief sought by the Bank, and alleging that the Bank breached its fiduciary duty and impartiality as between the beneficiaries. The Bank believes that the counterclaims in the Interpleader Action are without merit and it intends to vigorously defend against all claims asserted.

Overdraft Fee Litigation :

On September 10, 2021, Karen McCollam filed a putative class action amended complaint against the Bank in the United States District Court for the District of Colorado. The amended complaint alleges that the Bank improperly charged overdraft fees where a transaction was initially authorized on sufficient funds but later settled negative due to intervening transactions. The complaint asserts a claim for breach of contract, which incorporates the implied duty of good faith and fair dealing, and a claim for violations of the Colorado Consumer Protection Act. Plaintiff seeks to represent a proposed class of all the Bank’s checking account customers who were allegedly charged overdraft fees on transactions that did not overdraw their checking account. Plaintiff seeks unspecified restitution, actual and statutory damages, costs, attorneys’ fees, pre-judgment interest, and other relief as the Court deems proper for herself and the putative class. On September 24, 2021, the Bank filed a motion to dismiss the amended complaint. The motion to dismiss has been fully pled, and is before the Court for decision. The Bank believes that the lawsuit is without merit and it intends to vigorously defend against all claims asserted.

On September 13, 2021, Samantha Besser filed an amended putative class action complaint against the Bank in the United States District Court for the District of Colorado. The amended complaint alleges that the Bank improperly charged multiple insufficient funds or overdraft fees when a merchant resubmits a rejected payment request. The complaint asserts claims for breach of contract, which incorporates the implied duty of good faith and fair dealing. Plaintiff seeks to represent a proposed class of all the Bank’s checking account customers who were charged multiple insufficient funds or overdraft fees on resubmitted payment requests. Plaintiff seeks unspecified restitution, actual and statutory damages, costs, attorneys’ fees, pre-judgment interest, and other relief as the Court deems proper for herself and the purported class. On September 27, 2021, the

Table of Contents

Bank filed a motion to dismiss the amended complaint. The motion to dismiss has been fully pled, and is before the Court for decision. The Bank believes that the lawsuit is without merit and it intends to vigorously defend against all claims asserted.

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.

COVID-19 :

On March 11, 2020, the World Health Organization announced that the COVID-19 outbreak was deemed a pandemic, and on March 13, 2020, the President declared the ongoing COVID-19 pandemic of sufficient magnitude to warrant an emergency declaration. The operations and business results of the Company could be materially adversely affected, including the estimate of the allowance for loan losses. The extent to which the coronavirus may continue to impact business activity or investment results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the continued severity of the coronavirus and variants, and the actions required to contain the coronavirus or treat its impact, among others.

Table of Contents

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF FIRSTSUN

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, Logia Portfolio Management, LLC and Sunflower Bank.

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, 2020 included in our proxy statement/prospectus dated August 10, 2021 (the “Prospectus”) that we filed with the SEC on August 12, 2021, pursuant to Securities Act Rule 424(b)(3) in connection with our proposed merger with Pioneer Bancshares, Inc. and discussed below. 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.

Comments regarding FirstSun’s business that are not historical facts are considered forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in these forward-looking statements. For additional information regarding our cautionary disclosures, see the “ Cautionary Note Regarding Forward-Looking Statements ” beginning on page 4 of this report.

Overview

FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, National Association, which operates as Sunflower Bank, First National 1870 and Guardian Mortgage. We conduct a full service community banking and trust business through our wholly-owned subsidiaries—Sunflower Bank and Logia Portfolio Management, LLC.

We offer a full range of relationship-focused services to meet our clients’ personal, business and wealth management financial objectives, with a branch network in Kansas, Colorado, New Mexico, Texas and Arizona and mortgage capabilities in 43 states. Our product line includes commercial loans, commercial real estate loans, residential mortgage and other consumer loans, and a variety of commercial and consumer deposit products, including noninterest bearing accounts, interest-bearing demand products, savings accounts, money market accounts and certificates of deposit. We also offer wealth management and trust products including personal trust and agency accounts, employee benefit and retirement related trust and agency accounts, investment management and advisory agency accounts, and foundation and endowment trust and agency accounts. We also offer online banking and bill payment services, online cash management, safe deposit box rentals, debit card and ATM card services and the availability of a network of ATMs for our customers.

We operate FirstSun through two operating segments: Banking and Mortgage Operations. We also allocate certain expenses to Corporate, which is not an operating segment. The expenses included in Corporate are not deemed to be allocable to our operating segments. The operating segments have been determined based on the products and services we offer and reflect the manner in which our financial information is currently evaluated by management. Each of the operating segments is complementary to each other and because of the interrelationship of the segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

Proposed Merger with Pioneer Bancshares, Inc.

On May 11, 2021, we entered into an Agreement and Plan of Merger (the “merger agreement”) with Pioneer Bancshares, Inc. (“Pioneer”). Under the merger agreement, a wholly-owned subsidiary of FirstSun will merge with and into Pioneer, with Pioneer remaining as the surviving entity and becoming a wholly-owned subsidiary of FirstSun (the “merger”). This surviving entity, as soon as reasonably practicable following the merger and as part of a single integrated transaction, will merge with and into FirstSun (the “second step merger,” and together with the merger, the “mergers”). Immediately following the completion of the second step merger or at such later time as the parties may mutually agree, Pioneer’s wholly-owned subsidiary, Pioneer Bank, SSB, a Texas state savings bank, will merge with and into FirstSun’s wholly-owned subsidiary, Sunflower Bank, National Association, a national banking association, with Sunflower Bank as the surviving bank. If the merger is completed, each outstanding share of Pioneer common stock will be converted into the right to receive 1.0443 shares of FirstSun common stock, plus cash in lieu of fractional shares. The combined entity is expected to have total assets that exceed $7 billion. Pioneer shareholders voted to approve the merger at a special meeting of shareholders held on September 16, 2021. The completion of the merger is subject to, among other things, receipt of all necessary regulatory approvals. We currently expect the merger to close during the fourth quarter of 2021.

Table of Contents

Segments

Banking

Three Months Ended September 30, 2021 and 2020

For the third quarter of 2021, income before taxes from our Banking segment increased to $7.1 million, compared to income of $0.3 million for the third quarter of 2020. This increase was primarily driven by increases in our net interest income of $5.8 million to $39.3 million during the third quarter of 2021, compared to $33.5 million during the third quarter of 2020. The increase in net interest income was primarily due to growth in interest income on loans held-for-investment due to an improving loan mix, fees from loan prepayments, and overall growth in average loan balances. Segment income also increased as a result of a $1.4 million decrease in our provision for loan losses, decreasing from a $4.9 million provision in the third quarter of 2020 to a $3.5 million provision in the third quarter of 2021. The decrease in provision expense recorded in the third quarter of 2021 was primarily due to improving economic conditions, partially offset by an increase in commercial loans during the period. This increase in commercial loans was partially offset by a reduction of PPP loans for which no allowance was required. Noninterest income increased to $8.1 million in the third quarter of 2021, compared to $6.8 million in the third quarter of 2020 primarily resulting from increases in service charges on deposit accounts and trust and investment advisory fees. Noninterest expense increased by $1.8 million to $36.8 million for the third quarter of 2021 primarily due to our continued growth.

Nine Months Ended September 30, 2021 and 2020

Identifiable assets for our Banking segment grew by $0.8 billion to $5.1 billion at September 30, 2021 from $4.3 billion for the same period in 2020. The growth in identifiable assets was primarily driven by growth in cash and cash equivalents and our loan portfolio. Income (loss) before taxes increased $27.0 million to $25.9 million for the nine months ended September 30, 2021, from a loss of $1.1 million for the nine months ended September 30, 2020. The period over period increase was driven by a $13.1 million decrease in our provision for loan losses, decreasing from a $15.2 million provision in the nine months ended September 30, 2020 to a $2.1 million provision in the nine months ended September 30, 2021. This reduction in the provision was due to favorable changes to certain environmental factors as a result of improved economic conditions and the performance of our portfolio. Noninterest income increased $7.8 million to $25.2 million in the nine months ended September 30, 2021, compared to $17.4 million in the same period in 2020, primarily resulting from increases in trust and investment advisory fee income, treasury management service fees, and customer accommodation interest rate swap fees and changes in fair value. Noninterest expense increased $10.6 million to $109.7 million for the nine months ended September 30, 2021 compared to $99.1 million for the nine months ended September 30, 2020. The increase in noninterest expense was primarily due to our continued growth, including increased salary and employee benefits associated with headcount increases from an expanding sales force, as well as our expanded operations in certain markets, including Arizona and Texas.

Mortgage Operations

Three Months Ended September 30, 2021 and 2020

For the third quarter of 2021, income before taxes from our Mortgage Operations segment decreased to $5.5 million, compared to $19.2 million for the third quarter of 2020. This decrease was primarily due to a $15.6 million decline in net gain on sales and fees from loan originations, including changes in the fair value of the held-for-sale portfolio, net of hedging activity, as total loan originations during the third quarter of 2021 declined by $177.8 million, or 25.0%, to $532.7 million compared to the same period in 2020. Noninterest income from mortgage banking services decreased $15.4 million to $20.6 million during the third quarter of 2021, compared to $35.9 million during the third quarter of 2020. Further discussion on the components of income from mortgage banking services is included under the subheading “Noninterest Income.” Noninterest expense for the third quarter of 2021 was $16.9 million, compared to $18.8 million for the same period in 2020. While variable compensation related to loan originations declined, overall salaries and employee benefits expenses remained relatively flat period over period as a result of an increase in headcount. We are investing in our workforce to grow the level of loan activities for home purchase transactions as the level of overall loan refinancing transactions has declined period over period.

Nine Months Ended September 30, 2021 and 2020

Income before income taxes from our Mortgage Operations segment decreased to $21.9 million for the nine months ended September 30, 2021, compared to $48.9 million for the nine months ended September 30, 2020, due to a combination of factors including a $9.3 million decline in revenue related to mortgage servicing rights (“MSR”) capitalization and changes in fair value, net of hedging activity, and a $5.1 million increase in noninterest expense. The revenue decline related to our MSRs was primarily the result of changes in market interest rates and our corresponding hedging positions. Additionally, while total loan originations remained steady at $1.8 billion for both the nine months ended September 30, 2021 and 2020, overall gain on sale margins declined by $14.7 million to $51.7 million for the nine months ended September 30, 2021 from $66.4 million.

Table of Contents

Noninterest expense for the nine months ended September 30, 2021 was $53.8 million, compared to $48.7 million for the nine months ended September 30, 2020. The $5.1 million increase was primarily due to the increased salary and employee benefits expense associated with higher headcount as we continue to invest in our workforce.

COVID-19 Pandemic

The COVID-19 pandemic and variants of the virus continue to create disruptions to the global economy and financial markets and to businesses and the lives of individuals throughout the world. Our business, financial condition and results of operations generally rely upon the ability of our borrowers to repay their loans, the value of collateral underlying our secured loans, and demand for loans and other products and services we offer, which are highly dependent on the business environment in our primary markets and in the United States as a whole.

The impact of the COVID-19 pandemic and its variants is fluid and continues to evolve, adversely affecting many of our customers. The unprecedented and rapid spread of COVID-19 and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, and consumer spending has disrupted economic activity and employment, resulting in volatility in financial markets. Market interest rates, after falling to historically low levels due to the COVID-19 pandemic through the second quarter of 2020, have generally stabilized, while intermediate and longer-term Treasury rates have begun to rise. The low interest rate environment (except with respect to our Mortgage Operations) and the other effects of the COVID-19 pandemic have had, and are expected to continue to have, possibly materially, an adverse effect on our business, financial condition and results of operations. For instance, the pandemic has had negative effects on our interest income, allowance for loan losses, and certain transaction-based line items of noninterest income. The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations is currently uncertain and will depend on various developments and other factors, including the effect of governmental and private sector initiatives, the effect of the continued rollout of vaccinations for the virus, whether such vaccinations will be effective against any resurgence of the virus, including any new strains, and the ability for customers and businesses to return to, and remain in their pre-pandemic routine.

We continue to actively monitor developments related to COVID-19 and its variants and its impact on our business, customers, employees, counterparties, vendors, and service providers.

Since the start of the COVID-19 pandemic, we have taken several actions to offer various forms of support to our customers, employees, and communities that have been impacted by the pandemic. We have worked with borrowers impacted by COVID-19 and provided modifications to include interest only deferral or principal and interest deferral. Under bank regulatory guidance and the CARES Act, these short-term deferrals are generally not considered to be troubled debt restructurings, or “TDRs,” unless the borrower was experiencing financial difficulty prior to the pandemic.

We had actively modified loans under the CARES Act as of:


	September 30, 2021			December 31, 2020
(in thousands, except loan count)	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment

Commercial	—	$	—	23	$	17,714
Commercial real estate	—	$	—	7	$	12,413
Residential real estate	9	$	2,517	49	$	21,584
Consumer	—	$	—	6	$	77
Total	9	$	2,517	85	$	51,788

A provision in the CARES Act created the Paycheck Protection Program, or “PPP,” a program administered by the Small Business Administration, or “SBA,” to provide loans to small business during the COVID-19 pandemic. As of September 30, 2021 and December 31, 2020, we had $116.5 million and $256.3 million of PPP loans outstanding and deferred processing fees outstanding of $3.2 million and $5.2 million, respectively. PPP loans are classified as Commercial loans in our consolidated financial statements. The PPP program ended on May 31, 2021, and we do not expect to fund additional PPP loans. We expect funds to be received from the SBA for the forgiven loans into 2023.

Table of Contents

Critical Accounting Estimates

Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles, or “GAAP,” and follow general practices within the banking industry. These policies require the reliance on estimates, assumptions and judgments, which may prove inaccurate or are subject to variations. Changes in underlying factors, estimates, assumptions or judgements could have a material impact on our future financial condition and 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 loan losses and fair value measurements 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 these policies to be critical accounting estimates and discuss them directly with the Audit Committee of our board of directors. During the three months ended September 30, 2021, there have been no significant changes to our critical accounting estimates compared with those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” and the notes to the audited consolidated financial statements appearing in the Prospectus filed with the SEC pursuant to Securities Act Rule 424(b)(3) on August 12, 2021.

Our significant accounting policies are presented in “ Note 1 - Summary of Significant Accounting Policies” in our audited consolidated financial statements and footnotes for the year ended December 31, 2020 included in the Prospectus filed with the SEC pursuant to Securities Act Rule 424(b)(3) on August 12, 2021. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Recent accounting pronouncements and standards that have impacted or could potentially affect us are also discussed in “ Note 1” of our audited consolidated financial statements.

Table of Contents

Results of Operations

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, 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 loan losses, income taxes, and noninterest expenses, such as salaries and employee benefits, occupancy and equipment, amortization of intangible assets and other operating costs.

Net income for the third quarter of 2021 was $8.7 million, compared to $14.8 million for the third quarter of 2020. The $6.0 million decrease in net income for the third quarter of 2021, compared to the same period in 2020, was primarily due to a $15.4 million decrease in income from mortgage banking services partially offset by a $6.9 million increase in net interest income after provision for loan losses.

Net income for the nine months ended September 30, 2021 was $34.3 million, compared to $36.3 million for the nine months ended September 30, 2020. The $2.0 million decrease in net income for the nine months ended September 30, 2021, compared to the same period in 2020, was primarily due to a $29.0 million increase in net interest income after provision for loan losses, offset by a decrease in noninterest income of $14.3 million, due primarily to a decrease in income from mortgage banking services and an increase in noninterest expenses of $17.2 million.

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 the annualized 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. Loans acquired through acquisition are initially recorded at fair value. Discounts or premiums created when the loans were recorded at their estimated fair values at acquisition are accreted over the remaining term of the loan as an adjustment to the related loan’s yield.

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, 2021 and 2020

Our net interest income was $40.0 million for the third quarter of 2021, an increase of $5.6 million, or 16.4%, from the same period in 2020. This increase was primarily attributable to a $3.9 million, or 10.9%, increase in interest and fee income on loans held-for-investment for the third quarter of 2021, compared to the third quarter of 2020, driven by an increase of $76.9 million in average loans held-for-investment in the third quarter of 2021, compared to the same period in 2020. Average yield for the third quarter of 2021 was 4.20% an increase of 31 basis points over the comparable period in 2020.

Table of Contents

Average earning assets for the third quarter of 2021 were $5.3 billion, an increase of $0.8 billion, or 17.3%, compared to the third quarter of 2020. Total average loans, including loans held-for-sale, grew $0.1 billion to $3.9 billion in the third quarter of 2021, from $3.8 billion in the third quarter of 2020. The period over period growth in interest income on loans held-for-investment is primarily due to increases in market rates, as well as growth in average loan balances. Interest income from investment securities declined slightly, primarily due to a decrease in average balances as we did not re-invest all of the cash flows resulting from the portfolio amortization over the past year. The average balance of investment securities decreased $18.1 million in the third quarter of 2021, compared to the third quarter of 2020, while the yield on average investment securities declined seven basis points to 1.49% for the third quarter of 2021, compared to 1.56% for third quarter of 2020.

Average interest bearing liabilities increased $0.4 billion, or 11.1%, in the third quarter of 2021, compared to the third quarter of 2020. Average interest bearing deposits increased $0.4 billion, or 14.6%, in the third quarter of 2021, compared to the third quarter of 2020, and was the primary driver of the growth in average interest bearing liabilities. We also saw growth in noninterest bearing deposits of $0.4 billion in the third quarter of 2021, compared to the same period in 2020. In addition to growth in our overall commercial and consumer customer base, we saw deposit growth as a result of funds our customers received from federal stimulus programs related to the COVID-19 pandemic. The average rate for all interest bearing deposits declined by 23 basis points in the third quarter of 2021, compared to the same period in 2020.

Our net interest margin was 3.01% for the third quarter of 2021, compared to 3.03% for the third quarter of 2020, a decrease of 0.02%. While our total cost of funds declined by 24 basis points period over period, we also experienced a 22 basis point decline in yield on our earning assets over the same period during 2021. Our earning asset yield was also negatively impacted by the $0.7 billion increase in interest bearing cash balances, compared to the prior year period, from the heightened level of overall liquidity in the marketplace.

Nine Months Ended September 30, 2021 and 2020

Our net interest income was $114.8 million for the nine months ended September 30, 2021, an increase of $15.6 million, or 15.8%, from the nine months ended September 30, 2020. This increase was primarily attributable to growth of $327.5 million in average total loans held-for-investment balances during 2021, driving an increase in interest income on loans of $11.7 million despite the negative impact of declining market interest rates on loan yields. Interest and fee income on PPP loans contributed $4.4 million of the overall increase in interest income on loans for the period. Interest income on investment securities decreased by $2.6 million for the nine months ended of September 30, 2021, compared to the nine months ended September 30, 2020. Interest expense from interest bearing deposits declined by $6.2 million driven by a 32 basis point reduction in the average rate on our interest bearing deposits.

Average earning assets for the nine months ended September 30, 2021 were $5.1 billion, an increase of $0.8 billion, or 19.0%, compared to the nine months ended September 30, 2020. Total average loans, including loans held-for-sale, grew to $3.9 billion for the nine months ended September 30, 2021, an increase of $0.3 billion, compared to the nine months ended September 30, 2020. The growth in interest income on loans held-for-investment is due to growth in loan balances and a six basis point increase in the yield on loans in the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020. Interest income from investment securities declined period over period, due to a combination of a 45 basis point decrease in yield due to decreasing market interest rates, as well as a $59.8 million decrease in average balances, period over period.

Average interest bearing liabilities increased $0.4 billion, or 13.2%, for the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020. Average interest bearing deposits increased $0.4 billion, or 14.4%, in the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020 and was the primary driver of the growth in average interest bearing liabilities. We also saw growth in noninterest bearing deposits of $0.4 billion for the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020. In addition to growth in our overall commercial and consumer customer base, we saw deposit growth in the nine months ended September 30, 2021 as a result of funds our customers received from federal stimulus programs related to the COVID-19 pandemic.

Our net interest margin was 3.00% for the nine months ended September 30, 2021, compared to 3.08% for the nine months ended September 30, 2020, a decrease of eight basis points. While our total cost of funds declined by 30 basis points period over period, we also experienced a 31 basis point decline in yield from earning assets over the same period during 2021. Our earning asset yield was also negatively impacted by the $0.5 billion increase in interest bearing cash balances, compared to the prior year period, from the heightened level of overall liquidity in the marketplace.

Table of Contents

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.

Three Months Ended September 30, 2021 and 2020


	For the three months ended September 30, 2021							For the three months ended September 30, 2020
(In thousands)	Average Balance		Interest			Average Yield/Rate		Average Balance		Interest			Average Yield/Rate
Interest Earning Assets
Loans held-for-sale	$	122,007	$	986		3.23	%	$	125,858	$	934		2.98	%
Loans held-for-investment 1	3,779,517		39,710			4.20	%	3,702,653		35,817			3.89	%
Investment securities	522,870		1,954			1.49	%	540,954		2,100			1.56	%
Interest-bearing cash and other assets	895,288		611			0.27	%	163,775		309			0.76	%
Total earning assets	5,319,682		43,261			3.25	%	4,533,240		39,160			3.47	%
Other assets	287,323							274,432
Total assets	$	5,607,005						$	4,807,672

Interest-bearing liabilities
Demand and NOW deposits	$	241,488	$	139		0.23	%	$	227,118	$	280		0.50	%
Savings deposits	453,687		101			0.09	%	377,444		176			0.19	%
Money market deposits	2,264,682		1,054			0.19	%	1,841,639		1,459			0.32	%
Certificates of deposits	337,906		684			0.81	%	431,012		1,433			1.34	%
Total deposits	3,297,763		1,978			0.24	%	2,877,213		3,348			0.47	%
Repurchase agreements	120,009		13			0.04	%	138,367		23			0.07	%
Total deposits and repurchase agreements	3,417,772		1,991			0.23	%	3,015,580		3,371			0.45	%
FHLB borrowings	40,000		151			1.51	%	93,571		326			1.40	%
Other long-term borrowings	69,028		1,154			6.69	%	65,195		1,125			6.94	%
Total interest-bearing liabilities	3,526,800		3,296			0.37	%	3,174,346		4,822			0.61	%
Noninterest-bearing deposits	1,483,010							1,071,282
Other liabilities	74,286							86,687
Stockholders’ equity	522,909							475,357
Total liabilities and stockholders’ equity	$	5,607,005						$	4,807,672

Net interest income			$	39,965						$	34,338
Net interest spread			2.88		%					2.86		%
Net interest margin			3.01		%					3.03		%
Net interest margin (on an FTE basis)			3.10		%					3.15		%

1 Includes nonaccrual loans

Table of Contents

Nine Months Ended September 30, 2021 and 2020


	For the nine months ended September 30, 2021							For the nine months ended September 30, 2020
(In thousands)	Average Balance		Interest			Average Yield/Rate		Average Balance		Interest			Average Yield/Rate
Interest Earning Assets
Loans held-for-sale	$	135,202	$	3,257		3.21	%	$	114,919	$	2,778		3.22	%
Loans held-for-investment 2	3,761,029		115,423			4.09	%	3,433,533		103,699			4.03	%
Investment securities	511,757		5,646			1.47	%	571,605		8,238			1.92	%
Interest-bearing cash and other assets	693,833		1,450			0.28	%	166,663		1,095			0.88	%
Total earning assets	5,101,821		125,776			3.29	%	4,286,720		115,810			3.60	%
Other assets	287,500							278,318
Total assets	$	5,389,321						$	4,565,038

Interest-bearing liabilities
Demand and NOW deposits	$	271,955	$	636		0.31	%	$	203,918	$	802		0.52	%
Savings deposits	454,371		363			0.11	%	356,540		563			0.21	%
Money market deposits	2,183,473		3,305			0.20	%	1,763,061		5,338			0.40	%
Certificates of deposits	350,217		2,427			0.92	%	527,279		6,178			1.56	%
Total deposits	3,260,016		6,731			0.28	%	2,850,798		12,881			0.60	%
Repurchase agreements	131,444		49			0.05	%	110,411		139			0.17	%
Total deposits and repurchase agreements	3,391,460		6,780			0.27	%	2,961,209		13,020			0.59	%
FHLB borrowings	43,379		758			2.33	%	89,418		1,353			2.02	%
Other long-term borrowings	68,787		3,456			6.70	%	45,282		2,281			6.72	%
Total interest-bearing liabilities	3,503,626		10,994			0.42	%	3,095,909		16,654			0.72	%
Noninterest-bearing deposits	1,295,984							930,438
Other liabilities	77,878							79,959
Stockholders’ equity	511,833							458,732
Total liabilities and stockholders’ equity	$	5,389,321						$	4,565,038

Net interest income			$	114,782						$	99,156
Net interest spread			2.87		%					2.88		%
Net interest margin			3.00		%					3.08		%
Net interest margin (on an FTE basis)			3.11		%					3.21		%

2 Includes nonaccrual loans

Table of Contents

Rate-Volume Analysis

The tables below present the effect of volume and rate changes on interest income and expense. Changes in volume are changes in the average balance multiplied by the previous period’s average rate. Changes in rate are changes in the average rate multiplied by the average balance from the previous 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,
	2021 versus 2020 increase (decrease) due to change in:
(In thousands)	Rate		Volume		Total
Interest Earning Assets
Loans held-for-sale	$	81	$	(29)	$	52
Loans held-for-investment	3,145		748		3,893
Investment securities	(75)		(71)		(146)
Interest-bearing cash	(1,085)		1,387		302
Total earning assets	2,066		2,035		4,101

Interest-bearing liabilities
Demand and NOW deposits	(159)		18		(141)
Savings deposits	(111)		36		(75)
Money market deposits	(741)		337		(404)
Certificates of deposits	(438)		(311)		(749)
Total deposits	(1,449)		80		(1,369)
Repurchase agreements	(7)		(3)		(10)
Total deposits and repurchase agreements	(1,456)		77		(1,379)
FHLB borrowings	13		(188)		(175)
Other long-term borrowings	(38)		67		29
Total interest-bearing liabilities	(1,481)		(44)		(1,525)

Net interest income	$	3,547	$	2,079	$	5,626

Table of Contents


	For the nine months ended September 30,
	2021 Versus 2020 Increase (Decrease) Due to:
(In thousands)	Rate		Volume		Total
Interest Earning Assets
Loans held-for-sale	$	(174)	$	654	$	480
Loans held-for-investment	(1,465)		13,188		11,723
Investment securities	(1,441)		(1,149)		(2,590)
Interest-bearing cash	(4,263)		4,618		355
Total earning assets	(7,343)		17,311		9,968

Interest-bearing liabilities
Demand and NOW deposits	(523)		357		(166)
Savings deposits	(405)		206		(199)
Money market deposits	(3,731)		1,697		(2,034)
Certificates of deposits	(985)		(2,766)		(3,751)
Total deposits	(5,644)		(506)		(6,150)
Repurchase agreements	(126)		35		(91)
Total deposits and repurchase agreements	(5,770)		(471)		(6,241)
FHLB borrowings	334		(929)		(595)
Other long-term borrowings	(404)		1,578		1,174
Total interest-bearing liabilities	(5,840)		178		(5,662)

Net interest income	$	(1,503)	$	17,133	$	15,630

Provision for Loan Losses

We established an allowance for loan losses through a provision for loan losses charged as an expense in our consolidated statements of income. The provision for loan losses is the amount of expense that, based on our judgment, is required to maintain the allowance for loan losses at an adequate level to absorb probable losses incurred 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 loan losses and corresponding provision for loan 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 loan losses is increased by the provision for loan losses and is decreased by charge-offs, net of recoveries on prior loan charge-offs.

We had a provision for loan losses of $3.5 million for the third quarter of 2021, compared to $4.8 million for the third quarter of 2020. The higher provision for loan losses in the third quarter of 2020 was primarily due to changes in certain environmental factors influencing our overall allowance for loan losses that resulted from uncertainty surrounding the COVID-19 pandemic, as well as an increase in loan balances. The lower provision recorded during the 2021 period was primarily due to improving economic conditions, partially offset by an increase in commercial loans. During the third quarter of 2021 our PPP loans, for which no provision for loan losses was required, were primarily replaced by commercial loans for which a provision for loan losses was required.

We had a provision for loan losses of $1.8 million for the nine months ended September 30, 2021, compared to a provision for loan losses of $15.1 million for the comparable period in 2020. The provision for loan losses during the first nine months of 2020 was primarily due to changes in certain environmental factors that resulted from uncertainty surrounding the COVID-19 pandemic, as well as an increase in loan balances. The provision recorded during the 2021 period was primarily due to favorable changes to certain environmental factors as a result of improved economic conditions and to a lesser extent due to a $95.4 million increase in loan balances, excluding PPP loan balances during the nine month period ended September 30, 2021.

Table of Contents

For a further discussion of the allowance for loan losses, refer to the “Allowance for Loan Losses” section of this financial review.

Noninterest Income

The following table presents noninterest income for the three and nine months ended September 30, 2021 and 2020.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Service charges on deposit accounts	$	3,471	$	2,428	$	8,659	$	7,042
Credit and debit card fees	2,472		2,107		7,140		5,865
Trust and investment advisory fees	1,974		1,282		5,871		3,222
Income from mortgage banking services, net	20,151		35,535		68,144		89,986
Other	616		1,367		5,034		2,999
Total noninterest income	$	28,684	$	42,719	$	94,848	$	109,114

For the three months ended September 30, 2021 and 2020

Our noninterest income decreased $14.0 million to $28.7 million in the third quarter of 2021, from $42.7 million in the third quarter of 2020. The decrease in noninterest income for the third quarter of 2021, compared to the same period of 2020, was primarily due to a $15.6 million decline in net gain on sales and fees from mortgage loan originations, including changes in fair value in the held-for-sale portfolio, net of hedging activity, as total mortgage loan originations during the third quarter of 2021 declined by $177.8 million, or 25.0% to $532.7 million compared to the same period in 2020.

Service charges on deposit accounts includes overdraft and non-sufficient funds charges, treasury management services provided to our business customers, and other maintenance fees on deposit accounts. For the third quarter of 2021, income from service charges on deposit accounts increased $1.0 million due primarily to increased treasury management service fee income compared with the same quarter in 2020. Treasury management services fee income increased by $0.6 million to $1.6 million for the third quarter of 2021, compared with the third quarter of 2020, and deposit service charges increased by $0.5 million to $2.0 million for the third quarter of 2021 compared with the third quarter of 2020.

Credit and debit card fees represent interchange income from credit and debit card activity and referral fees earned from processing fees on card transactions at our business customers. Interchange income increased $0.4 million for the third quarter of 2021 compared to the same period in 2020, due primarily to increased card transaction volumes.

Trust and investment advisory fees represent fees we receive in connection with our investment advisory and custodial management services of investment accounts. For the third quarter of 2021, trust and investment advisory fees increased $0.7 million, from the same period in 2020, primarily due to our September 2020 acquisition of certain customer relationships of a trust and wealth advisory business based in Arizona.

Income from mortgage banking services is principally derived from the origination and sale of mortgage loans together with servicing mortgage loans for others. For the third quarter of 2021, income from mortgage banking services decreased $15.4 million compared with the third quarter of 2020, due primarily to a $15.6 million decline in net gain on sales and fees from loan originations, including changes in fair value in the loans held-for-sale portfolio, net of hedging activity. Our mortgage servicing portfolio grew from $3.8 billion in unpaid principal balances at September 30, 2020 to $4.6 billion at September 30, 2021. We retain servicing rights on the majority of the mortgage loans that we sell, which resulted in a $0.7 million increase in mortgage servicing income for the third quarter of 2021, compared to the same quarter in 2020. In addition to the fees received to service mortgage loans for others, we recognize fair value adjustments to our MSR asset, which includes changes in assumptions to the valuation model and pay-offs and pay-downs of the MSR portfolio. We also maintain a hedging strategy to manage a portion of the risk associated with changes in the fair value of our MSR portfolio. Changes in fair value of the derivative instruments used to economically hedge the MSRs are also included as a component of income from mortgage banking services.

Table of Contents

The components of mortgage banking income for the three months ended September 30, 2021 and 2020 were as follows:


	Three Months Ended September 30,
(In thousands)	2021		2020
Net sale gains and fees from mortgage loan originations including loans held-for-sale changes in fair value and hedging	$	14,938	$	30,506

Mortgage servicing income	3,219		2,492
MSR capitalization and changes in fair value, net of derivative activity	1,994		2,537


Income from mortgage banking services, net	$	20,151	$	35,535

Other noninterest income decreased $0.8 million for the third quarter of 2021 compared to the same period in 2020, primarily due to a $0.1 million gain on sale of other real estate in the third quarter of 2021 compared with a gain of $0.4 million on other real estate sold in the third quarter of 2020.

For the nine months ended September 30, 2021 and 2020

Our noninterest income decreased $14.3 million to $94.8 million for the nine months ended September 30, 2021 from $109.1 million for the nine months ended September 30, 2020.

For the nine months ended September 30, 2021, service charges on deposit accounts increased $1.6 million, compared to the same period in 2020, primarily due to increased services and fees from treasury management programs which increased by $1.5 million, compared to the prior year period.

Credit and debit card fees increased $1.3 million for the nine months ended September 30, 2021 compared to the same period in 2020, from increased card transaction volumes.

Trust and investment advisory fees increased by $2.6 million for the nine months ended September 30, 2021 compared with the same period in 2020. The increase is primarily due to our September 2020 acquisition of certain customer relationships of a trust and wealth advisory business based in Arizona.

For the nine months ended September 30, 2021, income from mortgage banking services decreased $21.8 million compared with the same period in 2020 primarily due to a decline in revenue related to net gain on sales and fees from loan originations, including fair value changes in the held-for-sale portfolio and hedging activity, which decreased $14.7 million for the nine months ended September 30, 2021 compared with the same period in 2020. Loan originations remained relatively flat at $1.8 billion for the nine months ended September 30, 2021 and 2020, however, gain on sale margins declined for the period ended September 30, 2021 as compared to the same period in 2020. We retain servicing rights on the majority of mortgage loans that we sell, driving the increase in servicing income by $2.1 million from $7.1 million for the nine months ended September 30, 2020 to $9.2 million for the nine months ended September 30, 2021. MSR capitalization and changes in fair value, net of derivative activity, declined $9.3 million in the nine months ended September 30, 2021, compared with the same period in 2020. The revenue decline related to our MSRs was primarily the result of changes in market interest rates, mortgage spreads and our corresponding hedge positions. We recognize fair value adjustments to our MSR asset, which includes changes in assumptions to the valuation model and pay-offs and pay-downs of the MSR portfolio. We also maintain a hedging strategy to manage a portion of the risk associated with changes in the fair value of our MSR portfolio. Changes in fair value of the derivative instruments used to economically hedge the MSRs are also included as a component of income from mortgage banking services.

The components of mortgage banking income for the nine months ended September 30, 2021 and 2020 were as follows:


	Nine Months Ended September 30,
(In thousands)	2021		2020
Net sale gains and fees from mortgage loan originations including loans held-for-sale changes in fair value and hedging	$	51,723	$	66,414

Mortgage servicing income	9,170		7,050
MSR capitalization and changes in fair value, net of derivative activity	7,251		16,522


Income from mortgage banking services, net	$	68,144	$	89,986

Table of Contents

Other noninterest income increased $2.0 million for the nine months ended September 30, 2021 compared with the same period in 2020 primarily due to certain loan-related fee income streams such as loan syndication fee income and customer accommodation interest rate swap fees and changes in fair value as well as unused credit line fees. An increase in gains on other real estate sales of $0.3 million also contributed to the increased other noninterest income.

Noninterest Expense

The following table presents noninterest expense for the three and nine months ended September 30, 2021 and 2020.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020
Salary and employee benefits	$	36,061	$	37,949	$	113,129	$	101,998
Occupancy and equipment	6,643		6,365		19,867		19,251
Amortization of intangible assets	354		371		1,062		1,093
Merger related expenses	705		—		1,984		—
Other	10,807		9,688		30,332		26,796
Total noninterest expenses	$	54,570	$	54,373	$	166,374	$	149,138

For the three months ended September 30, 2021 and 2020

Our noninterest expense increased $0.2 million to $54.6 million for the third quarter of 2021, from $54.4 million for the third quarter of 2020, primarily due to decreases of $1.9 million in salary and employee benefits, partially offset by $0.7 million in merger expenses related to the pending transaction with Pioneer.

Salary and employee benefits expense is the largest component of our noninterest expense and includes employee payroll expense, incentive compensation, health benefits and payroll taxes. Salary and employee benefits decreased $1.9 million for the third quarter of 2021, compared to the prior year period, due primarily to a decrease of $1.6 million in salary and benefits related to the mortgage operations segment compared with the third quarter of 2020 due to decreased origination volume.

We incurred merger-related expenses of $0.7 million for the third quarter of 2021, related to our proposed merger with Pioneer. We had no merger-related expenses for the same period in 2020.

Other expenses increased $1.1 million during the third quarter of 2021, compared with the third quarter of 2020 with advertising and marketing expense contributing $0.5 million to the increase due to our continued growth and travel and entertainment expense contributing another $0.4 million to the increase as activity increased from the reduced levels in 2020 caused by the COVID-19 pandemic.

For the nine months ended September 30, 2021 and 2020

Our noninterest expense increased $17.2 million to $166.4 million for the nine months ended September 30, 2021, from $149.1 million for the nine months ended September 30, 2020, primarily due to increases of $11.1 million in salary and employee benefits expense and $3.5 million in other expenses in the nine months ended September 30, 2021.

The increase in our salary and employee benefits expense for the nine months ended September 30, 2021, compared to the same period in 2020, was driven by the increase in commissions paid to our mortgage loan officers related to increased mortgage origination activity earlier in the year as well as an increase in headcount associated with expanding our presence in certain markets, including in Texas and Arizona.

We incurred merger-related expenses of $2.0 million for the nine months ended September 30, 2021, related to our proposed merger with Pioneer. We had no merger-related expenses for the same period in 2020.

Other noninterest expenses increased $3.5 million for the nine months ended September 30, 2021, compared to the same period in 2020. This increase was primarily caused by a $1.5 million increase in data processing expenses related to an increase in volume and enhanced products and services for our customers and a $0.9 million increase in FDIC insurance costs as the Small Bank FDIC Assessment Credit was fully utilized in 2020 .

Table of Contents

Efficiency ratio

The efficiency ratio is one measure of profitability in the banking industry. This ratio measures the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. We calculate this ratio by dividing noninterest expense by the sum of net interest income and noninterest income.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2021		2020		2021		2020

Efficiency ratio	79.49	%	70.56	%	79.37	%	71.61	%

Return on equity and assets

The following table sets forth our ROAA, ROAE, dividend payout and average stockholders’ equity to average assets ratio for the periods ended:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Return on average total assets (ROAA)	0.62	%	1.23	%	0.85	%	1.06	%
Return on average stockholders’ equity (ROAE)	6.68	%	12.42	%	8.95	%	10.56	%
Dividend payout ratio	—	%	—	%	—	%	—	%
Average stockholders’ equity to average assets	9.33	%	9.89	%	9.50	%	10.05	%

Income Taxes

For the three months ended September 30, 2021 and 2020

We had income tax expense for the third quarter of 2021 of $1.9 million, compared to $3.1 million for the prior year period. The decrease in income tax expense was primarily due to our decrease in income quarter over quarter. Our effective tax rate was 17.5% for the third quarter of 2021, compared to 17.5% for the prior year period.

For the nine months ended September 30, 2021 and 2020

We had income tax expense for the nine months ended September 30, 2021 of $7.2 million, compared to $7.7 million for the prior year period. The decrease in income tax expense was primarily due to our decreased income during 2021. Our effective tax rate was 17.2% for the nine months ended September 30, 2021, compared to 17.5% for the prior year period.

Table of Contents

Financial Condition

Balance Sheet

Our total assets were $5.7 billion at September 30, 2021, compared to $5.0 billion at December 31, 2020. Our total loans held-for-investment, net of deferred fees, costs, premiums and discounts were $3.8 billion at September 30, 2021, a decrease of $42.4 million from December 31, 2020.

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. There were no trading securities in our investment portfolio as of September 30, 2021 and December 31, 2020. 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 $62.8 million to $531.4 million at September 30, 2021. During 2021, the securities held-to-maturity paid down resulting in a decrease of $12.4 million to $19.8 million.

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


	September 30, 2021				December 31, 2020
(In thousands)	Carrying Amount		% of Portfolio		Carrying Amount		% of Portfolio
Available-for-sale:
U.S. treasury	$	20,695	3.9	%	$	—	—	%
U.S. agency	6,389		1.2	%	8,996		1.9	%
Obligations of states and political subdivisions	3,997		0.8	%	3,435		0.7	%
Mortgage backed - residential	134,281		25.3	%	119,562		25.5	%
Collateralized mortgage obligations	222,161		41.8	%	203,196		43.4	%
Mortgage backed - commercial	143,872		27.1	%	133,397		28.5	%

Total available-for-sale	$	531,395	100	%	$	468,586	100.0	%

Held-to-maturity:

U.S. agency	—		—	%	5,099		15.8	%
Obligations of states and political subdivisions	720		3.6	%	730		2.3	%
Mortgage backed - residential	11,686		59.0	%	16,050		49.9	%
Collateralized mortgage obligations	7,405		37.4	%	10,309		32.0	%


Total held-to-maturity	$	19,811	100	%	$	32,188	100.0	%

Table of Contents

The following tables show the weighted average yield to average life of each category of investment securities as of:


(In thousands)	One year or less				One to five years				Five to ten years				After ten years
September 30, 2021	Carrying Amount		Average Yield		Carrying Amount		Average Yield		Carrying Amount		Average Yield		Carrying Amount		Average Yield
Available-for-sale:
U.S. treasury	$	—	—	%	$	—	—	%	$	20,695	1.28	%	$	—	—	%
U.S. agency	—		—	%	3,329		1.75	%	2,457		1.25	%	603		2.06	%
Obligations of states and political subdivisions	—		—	%	—		—	%	3,997		2.01	%	—		—	%
Mortgage backed - residential	595		1.97	%	79,007		1.75	%	30,628		1.64	%	24,051		1.91	%
Collateralized mortgage obligations	12,498		1.32	%	131,706		1.06	%	67,893		1.60	%	10,064		1.61	%
Mortgage backed - commercial	1,769		2.35	%	50,519		1.72	%	76,552		1.97	%	15,032		2.86	%

Total available-for-sale	$	14,862	1.47	%	$	264,561	1.40	%	$	202,222	1.72	%	$	49,750	2.14	%

Held-to-maturity:


Obligations of states and political subdivisions	—		—	%	720		1.55	%	—		—	%	—		—	%
Mortgage backed - residential	758		—	%	8,696		2.34	%	—		—	%	2,232		3.25	%
Collateralized mortgage obligations	933		(0.55)	%	6,472		2.17	%	—		—	%	—		—	%


Total held-to-maturity	$	1,691	(0.30)	%	$	15,888	2.24	%	$	—	—	%	$	2,232	3.25	%


(In thousands)	One year or less				One to five years				Five to ten years				After ten years
December 31, 2020	Carrying Amount		Average Yield		Carrying Amount		Average Yield		Carrying Amount		Average Yield		Carrying Amount		Average Yield
Available-for-sale:

U.S. agency	—		—	%	4,334		1.69	%	3,576		1.22	%	1,085		2.04	%
Obligations of states and political subdivisions	—		—	%	—		—	%	3,435		2.10	%	—		—	%
Mortgage backed - residential	1,196		3.09	%	83,690		1.92	%	3,060		3.09	%	31,618		1.91	%
Collateralized mortgage obligations	24,013		(0.45)	%	143,932		1.26	%	—		—	%	35,250		0.73	%
Mortgage backed - commercial	—		—	%	54,463		1.79	%	63,531		2.18	%	15,403		2.85	%

Total available-for-sale	$	25,209	(0.28)	%	$	286,419	1.56	%	$	73,602	2.17	%	$	83,356	1.59	%

Held-to-maturity:

U.S. agency	$	5,099	2.45	%	$	—	—	%	$	—	—	%	$	—	—	%
Obligations of states and political subdivisions	—		—	%	—		—	%	730		1.55	%	—		—	%
Mortgage backed - residential	27		1.76	%	8,483		2.22	%	2,929		2.43	%	4,611		3.22	%
Collateralized mortgage obligations	10,309		1.57	%	—		—	%	—		—	%	—		—	%


Total held-to-maturity	$	15,435	1.86	%	$	8,483	2.22	%	$	3,659	2.25	%	$	4,611	3.22	%

For all periods, we had no securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

Table of Contents

Loans

Our loan portfolio represents a broad range of borrowers primarily in our markets in Kansas, Colorado, New Mexico, Texas, and Arizona, comprised of commercial, commercial real estate, residential real estate and consumer financing loans.

Total loans, net of deferred origination fees, as of both September 30, 2021 and December 31, 2020 were $3.8 billion. The commercial loan portfolio includes PPP loans outstanding of $113.4 million and $251.1 million at September 30, 2021 and December 31, 2020, respectively.

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


	September 30, 2021				December 31, 2020
(In thousands)	Amount		% of total loans		Amount		% of total loans
Commercial	$	2,222,261	58.4	%	$	2,173,615	56.5	%
Commercial real estate	1,137,820		29.9	%	1,154,576		30.0	%
Residential real estate	425,927		11.2	%	503,697		13.1	%
Consumer	17,973		0.5	%	14,469		0.4	%
Total loans	$	3,803,981	100	%	$	3,846,357	100	%

Our loan portfolio types are commercial, commercial real estate, residential real estate, and consumer 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.

Commercial loans include commercial and industrial loans to commercial and agricultural customers for use in normal business operations to finance working capital needs, equipment and inventory purchases, and other expansion projects. Commercial and industrial loans also include our specialty lending verticals such as public finance offerings to our charter school and municipal based customers, asset based lending and structured finance products as well as our healthcare, SBA and other small business lending products. 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 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.

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.

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

The CARES Act created the PPP to provide certain small businesses with liquidity to support their operations during the COVID-19 pandemic. Under the PPP, eligible small businesses could apply to an SBA-approved lender for a loan that does not require collateral or personal guarantees. Entities were required to meet certain eligibility requirements to receive PPP loans, and they must maintain specified levels of payroll and employment to have the loans forgiven. The conditions are subject to audit by the U.S. government, but entities that borrowed less than $2.0 million (together with any affiliates) will be deemed to have made the required certification concerning the necessity of the loan in good faith. However, the SBA does reserve the right to audit any PPP borrower. While the PPP program ended on May 31, 2021, we are now focused on assisting our customers through the loan forgiveness process.

PPP loans issued prior to June 5, 2020 mature in two years unless otherwise modified and loans issued after June 5, 2020 mature in five years. However, PPP loans are eligible for forgiveness (in full or in part, including any accrued interest) under certain conditions. All borrowers are required to retain the supporting documents for six years. For loans (or parts of loans) that are forgiven, the lender will collect the forgiven amount from the U.S. government. The average amount of each of our originated PPP loans was approximately $0.2 million at each of September 30, 2021 and December 31, 2020.

Table of Contents

The PPP loans have a 1% fixed interest rate and produced an annualized yield for the three and nine months ended September 30, 2021 of 5.03% and 4.83%, respectively, due to the amortization of net deferred loan fees and the accelerated recognition of loan fees in conjunction with loan forgiveness occurring prior to a scheduled maturity. At September 30, 2021, the remaining amount of unamortized net deferred loan fees on our PPP loans was $3.2 million. Our PPP loans are included in the commercial loans category.

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 the periods presented:


(In thousands)	One year or less		After one through five years		After five through 15 years		After 15 years		Total
As of September 30, 2021
Commercial	$	193,889	$	1,078,670	$	728,141	$	221,561	$	2,222,261
Commercial real estate	83,759		552,588		489,901		11,572		1,137,820
Residential real estate	10,692		53,377		77,200		284,658		425,927
Consumer	5,811		11,677		485		—		17,973
Total loans	$	294,151	$	1,696,312	$	1,295,727	$	517,791	$	3,803,981

			After one through five years		After five through 15 years		After 15 years		Total
Loans maturing after one year with:
Fixed interest rates			$	819,915	$	873,904	$	268,315	$	1,962,134
Floating or adjustable interest rates			$	876,397	$	421,822	$	249,477	$	1,547,696


(In thousands)	One year or less		After one through five years		After five through 15 years		After 15 years		Total
As of December 31, 2020
Commercial	$	134,145	$	1,004,033	$	776,007	$	259,430	$	2,173,615
Commercial real estate	113,721		478,989		552,764		9,103		1,154,577
Residential real estate	16,336		40,386		89,400		357,574		503,696
Consumer	6,057		7,980		432		—		14,469
Total loans	$	270,259	$	1,531,388	$	1,418,603	$	626,107	$	3,846,357

			After one through five years		After five through 15 years		After 15 years		Total
Loans maturing after one year with:
Fixed interest rates			$	1,095,180	$	1,021,107	$	314,344	$	2,430,631
Floating or adjustable interest rates			$	436,208	$	397,496	$	311,763	$	1,145,467

Allowance for Loan Losses

We maintain the allowance for loan losses at a level we believe is sufficient to absorb probable incurred losses in our loan portfolio given the conditions at the time. 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 loan losses charged to earnings, which increases the allowance.

In determining the provision for loan 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.

Table of Contents

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


	For the three months ended September 30,						For the nine months ended September 30,						December 31,
(In thousands)	2021			2020			2021			2020			2020
Balance, beginning of period	$	42,978		$	37,896		$	47,766		$	28,546		$	28,546

Loan charge-offs:
Commercial	—			(203)			(3,102)			(997)			(4,064)
Commercial real estate	—			(1)			—			(581)			(581)
Residential real estate	—			—			(2)			(39)			(39)
Consumer	(66)			(32)			(138)			(168)			(216)
Total loan charge-offs	(66)			(236)			(3,242)			(1,785)			(4,900)

Recoveries of loans previously charged-off:
Commercial	1,440			225			1,526			514			585
Commercial real estate	—			—			9			272			272
Residential real estate	3			3			23			20			115
Consumer	13			13			36			34			48
Total loan recoveries	1,456			241			1,594			840			1,020

Net recoveries (charge-offs)	1,390			5			(1,648)			(945)			(3,880)

Provision for loan losses	3,500			4,800			1,750			15,100			23,100
Balance, end of period	$	47,868		$	42,701		$	47,868		$	42,701		$	47,766

Allowance for loan losses to loans receivable	1.26		%	1.12		%	1.26		%	1.12		%	1.24		%
Ratio of net charge-offs to average loans outstanding	(0.15)		%	—		%	0.06		%	0.04		%	0.11		%

Allocation of Allowance for Loan Losses

The following table presents the allocation of the allowance for loan losses by category and the percentage of the allocation of the allowance for loan losses by category to total loans listed as of the dates indicated:


	September 30, 2021				December 31, 2020
(In thousands)	Allowance Amount		% of Portfolio		Allowance Amount		% of Portfolio
Commercial	$	32,643	0.86	%	$	32,009	0.83	%
Commercial real estate	13,709		0.36	%	13,863		0.36	%
Residential real estate	1,277		0.03	%	1,606		0.04	%
Consumer	239		0.01	%	288		0.01	%
Total	$	47,868	1.26	%	$	47,766	1.24	%

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 required 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, 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.

Table of Contents

A loan is identified as a troubled debt restructuring, or TDR, when we, for economic or legal reasons related to the borrower’s financial difficulties, grant a concession to the borrower. The concessions may be granted in various forms including interest rate reductions, principal forgiveness, extension of maturity date, waiver or deferral of payments and other actions intended to minimize potential losses. A loan that has been restructured in a TDR may not be disclosed as a TDR in years subsequent to the restructuring if certain conditions are met. Generally, a nonaccrual loan that is restructured remains on nonaccrual status for a period of no less than six months to demonstrate that the borrower can meet the restructured terms. However, the borrower’s performance prior to the restructuring or other significant events at the time of restructuring may be considered in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status after a shorter performance period. If the borrower’s performance under the new terms is not reasonably assured, the loan remains classified as a nonaccrual loan.

The CARES Act, as extended by certain provisions of the Consolidated Appropriations Act, 2021, permits banks to suspend requirements under GAAP for loan modifications to borrowers affected by COVID-19 that may otherwise be characterized as a TDR and suspend any determination related thereto if (i) the borrower was not more than 30 days past due as of December 31, 2019, (ii) the modifications are related to COVID-19, and (iii) the modification occurs between March 1, 2020 and the earlier of 60 days after the date of termination of the national emergency or January 1, 2022. Federal bank regulatory authorities also issued guidance to encourage banks to make loan modifications for borrowers affected by COVID-19.

As of September 30, 2021, we had active payment deferrals totaling $21.3 million compared to $65.8 million at December 31, 2020. As of September 30, 2021 and December 31, 2020, $2.5 million and $51.8 million, respectively, of restructured loans were exempt from the accounting guidance for TDRs as a result of loans which are included in the COVID-19 related loan payment deferral total.

The following table sets forth our nonperforming assets as of each period presented:


(In thousands)	September 30, 2021			December 31, 2020
Nonaccrual loans:
Commercial	$	18,639		$	22,779
Commercial real estate	5,205			2,934
Residential real estate	6,456			9,498
Consumer	3			38
Total nonaccrual loans	30,303			35,249
Accrual loans greater than 90 days past due	—			777
Total nonperforming loans	30,303			36,026
Other real estate owned and foreclosed assets, net	5,747			3,354
Total nonperforming assets	$	36,050		$	39,380

Nonperforming assets to total assets	0.63		%	0.79		%
Nonperforming loans to total loans	0.80		%	0.94		%
Allowance for loan losses to nonaccrual loans	157.96		%	135.51		%

Total nonperforming assets were $36.1 million as of September 30, 2021, compared to $39.4 million at December 31, 2020.

Potential problem loans are impaired loans which management has serious doubts as to the ability of the borrowers to comply with the present loan repayment terms. Management has not identified any potential problem loans not included in the nonperforming assets table above.

Table of Contents

Deposits

Deposits represent our primary source of funds. We are focused on growing our core deposits through relationship-based banking with our business and consumer clients. Total deposits increased to $4.9 billion at September 30, 2021, compared to $4.2 billion at December 31, 2020. Deposit growth over this period occurred across all of the states in our footprint including Kansas, New Mexico and Colorado, as well as in our newer markets in Arizona and Texas. In addition, government stimulus efforts in response to the COVID-19 pandemic have contributed to a portion of our deposit growth for both commercial and consumer clients. Noninterest-bearing demand deposits increased on average by $0.3 billion from December 31, 2020 to September 30, 2021, primarily driven by our growth in our commercial deposit base. Our certificates of deposit have decreased on average by $0.2 billion from December 31, 2020 to September 30, 2021 primarily due to the low interest rate environment.

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


	For the three months ended				For the nine months ended				For the year ended
	September 30, 2021				September 30, 2021				December 31, 2020
(Dollars in thousands)	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid

Noninterest-bearing demand deposit accounts	$	1,483,010	—	%	$	1,295,984	—	%	$	978,092	—	%
Interest-bearing deposit accounts:
Interest-bearing demand accounts	188,897		0.19	%	193,756		0.21	%	127,408		0.33	%
Savings accounts and money market accounts	2,718,369		0.17	%	2,637,844		0.19	%	2,182,648		0.34	%
NOW accounts	52,591		0.38	%	78,199		0.57	%	78,149		0.77	%
Certificate of deposit accounts	337,906		0.81	%	350,217		0.92	%	488,575		1.49	%
Total interest-bearing deposit accounts	3,297,763		0.24	%	3,260,016		0.28	%	2,876,780		0.54	%
Total deposits	$	4,780,773	0.17	%	$	4,556,000	0.20	%	$	3,854,872	0.41	%

The following table sets forth the average balance amounts and the average rates paid on deposits by customer type held by us for the periods presented:


	For the three months ended				For the nine months ended				For the year ended
	September 30, 2021				September 30, 2021				December 31, 2020
(Dollars in thousands)	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid

Consumer	$	2,450,670	0.23	%	$	2,367,951	0.27	%	$	2,083,701	0.52	%
Business Customers	2,330,103		0.10	%	2,188,049		0.11	%	1,771,171		0.27	%
Total deposits	$	4,780,773	0.17	%	$	4,556,000	0.20	%	$	3,854,872	0.41	%

Maturities of certificates of deposit of $100,000 or more outstanding at September 30, 2021 and December 31, 2020 are summarized as follows:


(In thousands)	September 30, 2021		December 31, 2020

Three months or less	$	35,315	$	31,696
Over three months through twelve months	92,077		103,717
Over twelve months through three years	41,663		55,696
Over three years	8,113		10,359
Total	$	177,168	$	201,468

Table of Contents

Short-Term Borrowings and Other Interest-Bearing Liabilities

Other than deposits, we also utilize Federal Home Loan Bank (FHLB) advances as a supplementary funding source to finance our operations. FHLB advances on our line-of-credit (LOC) are considered short-term borrowings and are presented in the table below, while our FHLB fixed rate term advances are considered long-term borrowings. At September 30, 2021 and December 31, 2020, our FHLB fixed rate term advances amounted to $40.0 million and $50.4 million, respectively. Our advances from the FHLB are collateralized by residential, multi-family, and commercial real estate loans. At September 30, 2021 and December 31, 2020, we had maximum borrowing capacity from the FHLB of $675.6 million and $702.5 million, respectively, subject to the availability of collateral.

We also enter into agreements with certain customers to sell securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management programs a short-term return on their excess funds.

The following tables outline our various sources of short-term borrowed funds during the nine months ended September 30, 2021 and the year ended December 31, 2020, and the amounts outstanding at the end of each period, the maximum month end amount for each component during the periods, the average amounts for each period, and the average interest rate that we paid for each borrowing source. The maximum month-end balance represents the high indebtedness for each component of borrowed funds at any month end during each of the periods shown.


	Ending Balance		Period End Rate		Maximum Month End Balance		Period Average
							Balance		Rate
As of and for the nine months ended September 30, 2021
Advances from FHLB LOC	$	—	—	%	$	—	$	220	0.35	%
Securities sold under agreements to repurchase	117,001		0.04	%	160,865		131,444		0.05	%
Total	$	117,001			$	160,865	$	131,663

As of and for the year ended December 31, 2020
Advances from FHLB LOC	$	20,000	0.35	%	$	150,000	$	30,489	0.69	%
Securities sold under agreements to repurchase	115,372		0.05	%	149,844		118,706		0.15	%
Total	$	135,372			$	299,844	$	149,195

Other Borrowings

In addition to our FHLB advances and our securities sold under agreements to repurchase, we also have convertible notes payable and subordinated debt, including trust preferred securities and other borrowings amounting to $69.2 million at September 30, 2021 and $68.4 million at December 31, 2020.

Table of Contents

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. Our liquidity management policy and our asset and liability management policy, or ALM policy, provides the framework that we use to seek to maintain adequate liquidity and sources of available liquidity at levels that will enable us to meet all reasonably foreseeable short-term, long-term and strategic liquidity demands. Our Asset and Liability Management Committee, or ALCO, is responsible for oversight of our liquidity risk management activities in accordance with the provisions of our ALM Policy and applicable bank regulatory capital and liquidity laws and regulations. Our liquidity risk management process includes (i) ongoing analysis and monitoring of our funding requirements under various economic and interest rate scenarios, (ii) review and monitoring of lenders, depositors, brokers and other liability holders to ensure appropriate diversification of funding sources and (iii) liquidity contingency planning to address liquidity needs in the event of unforeseen market disruption, including appropriate allocation of funds to a liquid portfolio of marketable securities and investments. We continuously monitor our liquidity position in order for our assets and liabilities to be managed in a manner that we believe will meet our immediate and long-term funding requirements. We seek to manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our stockholders. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy, and the scheduled maturity and interest rate sensitivity of our securities and loan portfolios and deposits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control when we make investment decisions. Net deposit inflows and outflows, however, are far less predictable and are not subject to the same degree of certainty.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our short-term and long-term liquidity requirements are primarily to fund on-going operations, including payment of interest on deposits and debt, extensions of credit to borrowers and capital expenditures. These liquidity requirements are met primarily through our deposits, FHLB advances and the principal and interest payments we receive on loans and investment securities. Cash, interest-bearing deposits in third party banks, securities available for sale and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are available to us include the sale of loans we hold for investment, the ability to acquire additional national market non-core deposits, borrowings through the Federal Reserve’s discount window and the issuance of debt or equity securities. We believe that the sources of available liquidity are adequate to meet our current and reasonably foreseeable future liquidity needs.

At September 30, 2021, our liquid assets, which consist of cash and amounts due from banks and interest-bearing deposits in other financial institutions, amounted to $905.7 million, or 15.9% of total assets, compared to $144.9 million, or 2.9% of total assets, at December 31, 2020. The increase in our liquid assets was primarily due to an increase in cash held at the Federal Reserve. Our available-for-sale securities at September 30, 2021 were $531.4 million, or 9.4% of total assets, compared to $468.6 million, or 9.4% of total assets, at December 31, 2020. Investment securities with an aggregate carrying value of $467.0 million and $437.2 million at September 30, 2021 and December 31, 2020, respectively, were pledged to secure public deposits and repurchase agreements. The increase in our pledged securities was due to increases in public funds and repurchase agreements.

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 sizeable source of relatively stable and low-cost funds. At September 30, 2021, customer deposits, excluding brokered deposits and certificates of deposit greater than $250,000, were 119.9% of net loans, compared with 101.0% at December 31, 2020. We are also a member of the FHLB, from which we can borrow for leverage or liquidity purposes. The FHLB requires that securities and qualifying loans be pledged to secure any advances. At September 30, 2021, we had $40.0 million in advances from the FHLB and a remaining credit availability of $556.5 million. In addition, we maintain a $9.4 million line with the Federal Reserve Bank’s discount window that is secured by certain loans from our loan portfolio.

Table of Contents

Capital Resources

Stockholders’ equity at September 30, 2021 was $519.9 million, compared to $485.8 million at December 31, 2020, an increase of $34.1 million, or 7.0%. The increase was primarily driven by net income in 2021.

We are subject to various regulatory capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on our financial statements.

Regulatory capital rules adopted in July 2013 and fully-phased in as of January 1, 2019, which we refer to as the Basel III rules, impose minimum capital requirements for bank holding companies and banks. The Basel III rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies with consolidated assets of more than $3 billion. In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain the fully-phased in “capital conservation buffer” of 2.5% on top of its minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1 risk-based capital, but the buffer applies to all three measurements (common equity Tier 1 risk-based capital, Tier 1 capital and total capital). At September 30, 2021, FirstSun and Sunflower Bank exceeded the regulatory minimums and met the regulatory definitions of well-capitalized.

The following table shows the regulatory capital ratios for FirstSun at the dates indicated:


	Actual				For Capital Adequacy Purposes 3				To be Well- Capitalized under Prompt Corrective Action Provisions 4
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount	Ratio
As of September 30, 2021
Total risk-based capital to risk-weighted assets:	$	552,124	12.55	%	$	351,871	8.00	%	N/A	N/A
Tier 1 risk-based capital to risk-weighted assets:	$	453,740	10.32	%	$	263,904	6.00	%	N/A	N/A
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	453,740	10.32	%	$	197,928	4.50	%	N/A	N/A
Tier 1 leverage capital to average assets:	$	453,740	8.19	%	$	221,526	4.00	%	N/A	N/A

As of December 31, 2020
Total risk-based capital to risk-weighted assets:	$	513,949	12.19	%	$	337,327	8.00	%	N/A	N/A
Tier 1 risk-based capital to risk-weighted assets:	$	416,029	9.87	%	$	252,995	6.00	%	N/A	N/A
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	416,029	9.87	%	$	189,746	4.50	%	N/A	N/A
Tier 1 leverage capital to average assets:	$	416,029	8.53	%	$	195,074	4.00	%	N/A	N/A

3 Amounts are shown exclusive of the 2.5% capital conservation buffer applicable to total risked-based capital to risk-weighted assets, Tier 1 risked-based capital to risk weighted assets and CET1 to risk weighted assets.

4 Prompt corrective action provisions are only applicable at the bank level.

Table of Contents

The following table shows the regulatory capital ratios for Sunflower Bank at the dates indicated:


	Actual				For Capital Adequacy Purposes 5				To be Well- Capitalized under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2021
Total risk-based capital to risk-weighted assets:	$	559,556	12.76	%	$	350,802	8.00	%	$	438,502	10.00	%
Tier 1 risk-based capital to risk-weighted assets:	$	511,100	11.66	%	$	263,101	6.00	%	$	350,802	8.00	%
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	511,100	11.66	%	$	197,326	4.50	%	$	285,026	6.50	%
Tier 1 leverage capital to average assets:	$	511,100	9.23	%	$	221,444	4.00	%	$	276,805	5.00	%

As of December 31, 2020
Total risk-based capital to risk-weighted assets:	$	517,077	12.30	%	$	336,276	8.00	%	$	420,345	10.00	%
Tier 1 risk-based capital to risk-weighted assets:	$	468,823	11.15	%	$	252,207	6.00	%	$	336,276	8.00	%
Common Equity Tier 1 (CET 1) to risk-weighted assets:	$	468,823	11.15	%	$	189,155	4.50	%	$	273,224	6.50	%
Tier 1 leverage capital to average assets:	$	468,823	9.62	%	$	195,008	4.00	%	$	243,760	5.00	%

Off-Balance Sheet items

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.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to 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 by us upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral is primarily obtained in the form of commercial and residential real estate (including income producing commercial properties).

Standby letters of credit are conditional commitments issued by us to guarantee to a third-party the performance of a customer. Those guarantees are primarily issued to support public and private borrowing arrangements, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Commitments to make loans are generally made for periods of 90 days or less.

Our exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as for funded instruments. We do not anticipate any material losses as a result of the commitments and standby letters of credit.

5 Amounts are shown exclusive of the 2.5% capital conservation buffer applicable to total risked-based capital to risk-weighted assets, Tier 1 risked-based capital to risk weighted assets and CET1 to risk weighted assets

Table of Contents

The following table summarizes commitments as of the dates presented:


	September 30, 2021				December 31, 2020
(In thousands)	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate

Undistributed portion of committed loans	$	100,709	$	121,523	$	80,445	$	106,020
Unused lines of credit	15,746		535,880		15,003		496,122
Standby letters of credit	3,256		4,551		13,078		3,879
Total	$	119,711	$	661,954	$	108,526	$	606,021

Contractual Obligations

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 contractual obligations as of September 30, 2021 and December 31, 2020:


(In thousands)	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
September 30, 2021
Long-term debt:
FHLB term advances	$	40,000	$	10,000	$	—	$	20,000	$	10,000
Convertible notes payable	22,090		742		21,348		—		—
Subordinated debt	57,913		347		824		736		56,006
Total long-term debt	120,003		11,089		22,172		20,736		66,006

Operating leases	39,151		6,672		13,513		10,790		8,176
Certificates of deposit	328,864		220,247		83,781		20,017		4,819
Total	$	488,018	$	238,008	$	119,466	$	51,543	$	79,001

December 31, 2020
Long-term debt:
FHLB term advances	$	50,411	$	133	$	20,267	$	20,011	$	10,000
Convertible notes payable	22,650		745		1,232		20,673		—
Subordinated debt	59,060		442		912		1,025		56,681
Total long-term debt	132,121		1,320		22,411		41,709		66,681

Operating leases	40,033		6,171		12,960		11,547		9,355
Certificates of deposit	365,959		236,583		102,382		20,832		6,162
Total	$	538,113	$	244,074	$	137,753	$	74,088	$	82,198

Table of Contents

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. In addition, we assume certain correlation rates, often referred to as a “deposit beta,” for interest-bearing deposits, wherein the rates paid to customers change relative to changes in benchmark interest rates. 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				% Change in Economic Value of Equity
Changes in Interest Rate (Basis Points)	As of September 30, 2021		As of December 31, 2020		As of September 30, 2021		As of December 31, 2020

+300	30.5	%	13.1	%	1.8	%	(7.4)	%
+200	20.3	%	8.9	%	2.0	%	(4.9)	%
+100	10.2	%	4.6	%	1.1	%	(2.4)	%
Base	—	%	—	%	—	%	—	%
-100	(1.0)	%	(3.1)	%	(0.8)	%	(2.2)	%

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance regarding our control objective that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Table of Contents

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the three months ended September 30, 2021, that has 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 15. Commitments and Contingencies in our unaudited consolidated financial statements. One or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect our reputation, even if resolved in our favor.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in the section titled “Risk Factors” included in the Prospectus filed with the SEC in accordance with Securities Act Rule 424(b)(3) on August 12, 2021, in connection with our proposed merger with Pioneer. Our business involves significant risks. You should carefully consider the risks and uncertainties described in the Prospectus, together with all of the other information in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and footnotes as disclosed in the Prospectus. The risks and uncertainties described in the Prospectus are not the only ones we face. Additional risk and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. The realization of any of these risks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of operations, growth and future prospects as well as our ability to accomplish our strategic objectives.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities or issuer purchases of equity securities during the third quarter of 2021.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits


Exhibit No.						Description
3.1						Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp, as amended (incorporated by reference to Exhibit 3.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021).

3.2						Certificate of Amendment dated November 3, 2021 to the Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp.

3.3						Bylaws of FirstSun Capital Bancorp as amended and restated through October 29, 2021 .

4.1						Form of common stock certificate of FirstSun Capital Bancorp (incorporated by reference to Exhibit 4.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021).

4.2						FirstSun Capital Bancorp is a party to long-term debt instruments with respect to subordinated notes and convertible debt under which the amount of securities authorized does not exceed 10% of the total assets of FirstSun Capital Bancorp and its subsidiaries on a consolidated basis. Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, FirstSun Capital Bancorp agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.

Table of Contents



4.3						Form of Stockholders’ Agreement dated as of June 19, 2017, by and among FirstSun Capital Bancorp and the parties signatories thereto (incorporated by reference to Exhibit 4.3 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). *

4.4						Form of Amendment No. 1 to the Stockholders’ Agreement dated March 14, 2018 by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.4 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021).

4.5						Form of Amendment No. 2 to the Stockholders’ Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit B to Annex A to the proxy statement/prospectus contained in Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on August 6, 2021). *

4.6						Form of Registration Rights Agreement dated as of June 19, 2017 by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.6 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). *

4.7						Form of Amendment No. 1 to Registration Rights Agreement by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit C to Annex A to the proxy statement/prospectus contained in Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on August 6, 2021). *

10.1						FirstSun Capital Bancorp 2021 Equity Incentive Plan.

31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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, 2021 were formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows.

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

* Annexes, schedules, and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. FirstSun agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.

Table of Contents

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/ Mollie H. Carter


Date:	November 5, 2021
		Mollie H. Carter
		Chief Executive Officer and President
		(Principal Executive Officer)
		/s/ Robert A. Cafera, Jr.


Date:	November 5, 2021
		Robert A. Cafera, Jr.
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
		/s/ Joel Murray


Date:	November 5, 2021
		Joel Murray
		Senior Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

TABLE OF CONTENTS

Part I - Financial Information Item 1. Financial Statements (unaudited)Note 1. Organization and Basis Of Presentation Note 2. Securities Note 3. Loans Note 4. Mortgage Servicing Rights Note 5. Derivative Financial Instruments Note 6. Deposits Note 7. Securities Sold Under Agreements To Repurchase Note 8. Debt Note 9. Earnings Per Share Note 10. Stockholders Equity Note 11. Income Taxes Note 12. Regulatory Capital Matters Note 13. Fair Value Measurements Note 14. Segment Information Note 15. Commitments and Contingencies Note 1 - Summary Of Significant Accounting Policies Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp, as amended (incorporated by reference to Exhibit 3.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). 3.2 Certificate of Amendment dated November 3, 2021 to the Amended and Restated Certificate of Incorporation of FirstSun Capital Bancorp. 3.3 Bylaws of FirstSun Capital Bancorp as amended and restated through October 29, 2021. 4.1 Form of common stock certificate of FirstSun Capital Bancorp (incorporated by reference to Exhibit 4.1 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). 4.3 Form of Stockholders Agreement dated as of June 19, 2017, by and among FirstSun Capital Bancorp and the parties signatories thereto (incorporated by reference to Exhibit 4.3 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021).* 4.4 Form of Amendment No. 1 to the Stockholders Agreement dated March 14, 2018 by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.4 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021). 4.6 Form of Registration Rights Agreement dated as of June 19, 2017 by and among FirstSun and the parties signatories thereto (incorporated by reference to Exhibit 4.6 to the proxy statement/prospectus contained in the Registration Statement on Form S-4 (File No. 333-258176) filed with the SEC on July 26, 2021).* 10.1 FirstSun Capital Bancorp 2021 Equity Incentive Plan. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 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

FSUN 10-Q Quarter ended Sept. 30, 2021

Exhibits