On January 6, 2022, the Company filed a Form S-3 Registration Statement with the SEC providing that the Company may offer and sell from time to time, separately or together, in multiple series or in one or more offering, any combination of common stock, preferred stock, debt securities, warrants, depository shares and units, up to a maximum aggregate offer price of $100 million. During the year ended December 31, 2022, the Company sold no shares of common stock.

On November 3, 2020, the Company announced that its board of directors authorized the repurchase of up to 400,000 shares of the Company’s common stock, no par value, from time to time, within one year (the "2020 Repurchase Plan") and that the Board of Governors of the Federal Reserve System advised the Company that it has no objection to the Company’s 2020 Repurchase Plan. The Company may have repurchased shares in privately negotiated transactions, in the open market, including pursuant to any trading plan that might be adopted in accordance with Rule 10b5-1 promulgated by the SEC, or otherwise in a manner that complies with applicable federal securities laws. The 2020 Repurchase Plan did not obligate the Company to acquire a specific dollar amount or number of shares and it may have extended, modified or discontinued at any time without notice. The 2020 Repurchase Plan expired in November 2021. During the year ended December 31, 2021, the Company did not repurchase any shares under the 2020 Repurchase plan.

On December 31, 2021, the Company closed on the Merger Agreement with Teton. As part of the Merger Agreement, the Company issued 1,337,791 shares of common stock to Teton shareholders. For additional information, see Note 2 – Acquisitions for additional information.

In 2017, the Company issued 105,264 shares of common stock ("Restricted Stock Awards") with a value of $3.0 million to the sole member of EMC Holdings, LLC ("EMC"), subject to forfeiture based on his continued employment with the Company. Half of the Restricted Stock Awards ($1.5 million or 52,632 shares) vested ratably over five years. These awards fully vested during the year ended Decembere 31, 2022. The remaining $1.5 million, or 52,632 shares, were able to be earned based on performance of the mortgage division of the Company. The performance based awards fully vested during the year ended December 31, 2020.

As of December 31, 2022 and 2021, the Restricted Stock Awards have a weighted-average grant date fair value of $28.50 per share. During the years ended December 31, 2022 and 2021, the Company recognized compensation expense of $0.2 million and $0.3 million, respectively, for the Restricted Stock Awards. During the years ended December 31, 2022 and 2021, 10,527 and 10,526 shares, respectively, of the restricted stock awards vested. As of December 31, 2022, all restricted stock awards were fully vested and no unrecognized compensation expense remains.

The 2008 Stock Incentive Plan (“the 2008 Plan”) was frozen in connection with the adoption of the 2016 Plan and no new awards may be granted under the 2008 Plan. As of December 31, 2022, there were a total of 329,035 shares available for issuance under the First Western Financial, Inc. 2016 Omnibus Incentive Plan ("the 2016 Plan"). If the Awards outstanding under the 2008 Plan or the 2016 Plan are forfeited, cancelled or terminated with no consideration paid to the Company, those amounts will increase the number of shares eligible to be granted under the 2016 Plan.

During the year ended December 31, 2022, the Company recognized no stock based compensation expense associated with stock options. During the year ended December 31, 2021, the Company recognized an immaterial amount of stock based compensation expense associated with stock options. As of December 31, 2022, the Company has no unrecognized stock-based compensation expense related to stock options.


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	308,574	$	29.21

Exercised	(8,309)	21.50
Forfeited or expired	(116,100)	40.00
Outstanding as of December 31, 2022	184,165	22.76		2.1		(1)
Options fully vested/exercisable as of December 31, 2022	184,165	22.76		2.1		(1)

As of December 31, 2022 and December 31, 2021, there were 184,165 and 308,574 options, respectively, that were exercisable. Exercise prices are between $20.00 and $27.00 per share, and the options are exercisable for a period of ten years from the original grant date and expire on various dates between 2023 and 2026.

Pursuant to the 2016 Plan, the Company can grant associates and non-associate directors long-term cash and stock-based compensation. Historically, the Company has granted certain associates restricted stock units which are earned


	Time Vesting Units	Financial Performance Units	Market Performance Units
Outstanding as of December 31, 2021	249,821	183,483	13,746
Granted	157,682	92,697	—
Vested	(83,918)	(12,100)	—
Forfeited	(37,590)	(28,568)	(13,746)
Outstanding as of December 31, 2022	285,995	235,512	—

During the year ended December 31, 2022, the Company issued 67,860 shares of common stock upon the settlement of Restricted Stock Units. The remaining 28,158 shares were surrendered with a combined market value at the dates of settlement of $0.9 million to cover employee withholding taxes. During the year ended December 31, 2021, the Company issued 58,884 shares of common stock upon the settlement of Restricted Stock Units. The remaining 20,693 shares were surrendered with a combined market value at the dates of settlement of $0.5 million to cover employee withholding taxes.

Time Vesting Units are granted to full-time associates and board members at the date approved by the Company’s board of directors. The Company granted 157,682 Time Vesting Units with a five-year service period during the year ended December 31, 2022, that vest in equal installments of 20% on the anniversary of the grant date, assuming continuous employment through the scheduled vesting dates. During both the years ended December 31, 2022 and 2021, the Company recognized compensation expense of $1.7 million for the Time Vesting Units. As of December 31, 2022, there was $5.8 million of unrecognized compensation expense related to the Time Vesting Units, which is expected to be recognized over a weighted-average period of 1.9 years.

Financial Performance Units are granted to certain key associates and are earned based on the Company achieving various financial performance metrics. If the Company achieves the financial metrics, which include various thresholds from 0% up to 150%, then the Financial Performance Units will have a subsequent vesting period.


Grant Period	Threshold Accrual		Maximum Issuable Shares at Current Threshold	Unrecognized Compensation Expense		Weighted-Average Life (1)	Financial Metric End Date	Vesting Requirement End Date
May 1, 2019 through April 30, 2020	150	%	69,306	$	145	1.0 years	December 31, 2021	December 31, 2023
May 1, 2020 through December 31, 2020, excluding November 18, 2020	150	%	74,364	267		2.0 years	December 31, 2022	December 31, 2023
On November 18, 2020	115	%	24,161	238		1.9 years	December 31, 2022	50% November 18, 2023 and 2025
May 3, 2021 through August 11, 2021	150	%	53,882	604		3.0 years	December 31, 2023	December 31, 2025
May 2, 2022 through November 2, 2022, excluding August 4, 2022(2)	—	%	—	—		4.0 years	December 31, 2024	December 31, 2026
On August 4, 2022 (3)	100	%	18,181	680		4.0 years	December 31, 2024	December 31, 2026


	Units Granted		Compensation Expense Recognized
Grant Period	2022	2021	2022		2021
Prior to May 1, 2019	—	—	$	—	$	110
May 1, 2019 through April 30, 2020	—	—	122		216
May 1, 2020 through December 31, 2020, excluding November 18, 2020	—	—	168		208
On November 18, 2020		—	41		125
May 3, 2021 through August 11, 2021	—	41,743	273		221
May 2, 2022 through November 2, 2022, excluding August 4, 2022(1)	65,425	—	—		—
On August 4, 2022(2)	27,272	—	47		—

Market Performance Units were granted to certain key associates and are earned based on growth in the value of the Company’s common stock, and were dependent on the Company completing an initial public offering of stock during a defined period of time. On July 23, 2018, the Company completed its initial public offering and the Market Performance Units performance condition was met. Subsequent to the performance condition there was also a market condition as a vesting requirement for the Market Performance Units. If the Company's common stock was trading at or above certain prices, over a performance period which ended on June 30, 2020, the Market Performance Units would have been determined to be earned and vest following the completion of a subsequent service period, which ended on June 30, 2022. The Company's common stock did not trade at or above the required prices over the performance period and as a result, no Market Performance Units were eligible to be earned.

During the year ended December 31, 2022, the Company recognized an immaterial amount of compensation expense for the Market Performance Units. During the year ended December 31, 2021, the Company recognized an immaterial amount of compensation expense for the Market Performance Units. As of the end of the subsequent service period, or June 30, 2022, the Company had no remaining unrecognized compensation expense related to the Market Performance Units.