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SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
SHAREHOLDERS' EQUITY SHAREHOLDERS’ EQUITY
Common Stock
The Company’s common stock has no par value and each holder of common stock is entitled to one vote for each share held (though certain voting restrictions may exist on non-vested restricted stock).
On June 13, 2024, the Company announced that its Board of Directors authorized the repurchase of up to 200,000 shares of the Company’s common stock, no par value, from time to time, within one year (the 2024 Repurchase Plan) and that the Board of Governors of the Federal Reserve System advised the Company that it had no objection to the Company’s 2024 Repurchase Plan.
On April 23, 2025, the Company authorized the repurchase of up to $5,000,000 of the Company’s common stock, no par value, from time to time (the 2025 Repurchase Plan). On May 14, 2025, the Board of Governors of the Federal Reserve System advised the Company that it has no objection to the Company’s 2025 Repurchase Plan. The 2025 Repurchase Plan is effective for one year beginning June 13, 2025, the date the 2024 Repurchase Plan expired.
The Company may repurchase shares in privately negotiated transactions, in the open market, including pursuant to any trading plan that may 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 2025 Repurchase Plan does not obligate the Company to acquire a specific dollar amount or number of shares and it may be extended, modified or discontinued at any time without notice. During the year ended December 31, 2025, the Company repurchased 40,333 shares under the authorization of the 2024 and 2025 Repurchase Plans. During the year ended December 31, 2024, the Company repurchased 5,501 shares under the authorization of the 2024 Repurchase Plan. As of December 31, 2025, there was $4,698,690 value of shares available for repurchase under the 2025 Repurchase Plan.
Stock-Based Compensation Plans
The 2008 Stock Incentive Plan (the 2008 Plan) was frozen in connection with the adoption of First Western Financial, Inc. 2016 Omnibus Incentive Plan (the 2016 Plan) and no new awards may be granted under the 2008 Plan. Remaining shares not issued under the 2008 Plan were authorized to be issued under the 2016 Plan. Effective June 4, 2025, the Company’s stockholders approved the First Western Financial, Inc. Omnibus Incentive Plan, as amended and restated April 23, 2025 (the 2025 Plan), which included an increase of 150,000 shares to the 2025 Plan’s share reserve. The 2025 Plan is a continuation, and amendment and restatement, of the 2016 Plan. As of December 31, 2025, there were a total of 519,957 shares available for issuance under the 2025 Plan. Any shares covered by an award granted under the 2008 Plan that are forfeited, cancelled, or terminated for no consideration will (i) not be available for future awards under the 2008 Plan, (ii) be available for future awards under the 2025 Plan, and (iii) increase the share reserve of the 2025 Plan by one share for each share that is retained by or returned to the Company, subject to a maximum of 1,500,000 shares.
Stock Options
The Company did not grant any stock options during the years ended December 31, 2025 and 2024.
During the years ended December 31, 2025 and 2024, the Company recognized no stock based compensation expense associated with stock options. As of December 31, 2025, the Company has no unrecognized stock-based compensation expense related to stock options.
The following table presents activity for nonqualified stock options for the year ended December 31, 2025:
Number
of
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding as of December 31, 202479,761 $25.30 
Exercised(29,894)25.00 
Forfeited or expired(32,123)24.77 
Outstanding as of December 31, 202517,744 26.77 0.69 years
(1)
Options fully vested/exercisable as of December 31, 202517,744 26.77 0.69 years
(1)
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(1)Nonqualified stock options outstanding at the end of the period and those fully vested/exercisable had immaterial aggregate intrinsic values.
During the year ended December 31, 2025, the Company issued 657 net shares of common stock upon the exercise of stock options on a cashless basis. The remaining 29,011 and 226 shares, with combined market values at the dates of settlement of $0.7 million and $6 thousand, respectively, were withheld to cover the exercise price and employee withholding taxes.
As of December 31, 2025 and 2024, there were 17,744 and 79,761 options, respectively, that were exercisable. Exercise prices are between $25.00 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 in 2026.
Restricted Stock Units
Pursuant to the 2025 Plan, the Company may 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 over time or based on various performance measures and convert to common stock upon vesting, which are summarized here and expanded further below.
The following table presents the activity for the Time Vesting Units and the Financial Performance Units during the year ended December 31, 2025:
Time
Vesting
Units
Financial
Performance
Units
Outstanding as of December 31, 2024215,343 159,704 
Granted80,260 131,462 
Vested(71,555)(65,377)
Forfeited (27,320)(52,332)
Outstanding as of December 31, 2025196,728 173,456 
During the year ended December 31, 2025, the Company issued 98,265 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 38,667 shares, with a combined market value at the dates of settlement of $0.8 million, were withheld to cover employee withholding taxes. During the year ended December 31, 2024, the Company issued 91,460 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 38,028 shares, with a combined market value at the dates of settlement of $0.7 million, were withheld to cover employee withholding taxes and were subsequently added back to the Company’s pool of shares available for issuance.
Time Vesting Units
Time Vesting Units are granted to full-time associates and Board of Director members at the date approved by the Company’s Board of Directors. The Company granted 80,260 Time Vesting Units with a five-year service period during the year ended December 31, 2025, that vest in equal installments of 20% on the anniversary of the grant date, assuming continuous employment through the scheduled vesting dates. During the years ended December 31, 2025 and 2024, the Company recognized compensation expense of $1.5 million, for the Time Vesting Units. As of December 31, 2025, there was $3.3 million of unrecognized compensation expense related to the Time Vesting Units, which is expected to be recognized over a weighted-average period of 3.1 years.
Financial Performance Units
Financial Performance Units are granted to certain key associates and are earned based on the Company achieving various financial performance metrics. If the Company achieves the financial metrics, which include various thresholds from 0% up to 600%, then the Financial Performance Units will have a subsequent vesting period.
The following table presents the Company’s existing Financial Performance Units as of December 31, 2025 (dollars in thousands, except share amounts):
Grant PeriodThreshold AccrualMaximum
Issuable Shares at
Current Threshold
Unrecognized Compensation Expense
Weighted-Average Life(1)
Financial Metric End DateVesting Requirement End Date
May 3, 2021 through August 11, 202155 14,187— 0.0 yearsDecember 31, 2023December 31, 2025
On May 1, 2024113 39,827434 3.0 yearsDecember 31, 2026December 31, 2028
On March 17, 2025200 20,886183 2.0 yearsDecember 31, 2027December 31, 2027
On May 1, 2025100 42,299757 4.0 yearsDecember 31, 2027December 31, 2029
On June 4, 2025100 66,7001,114 2.5 yearsDecember 31, 2025, 2026 & 2027December 31, 2025, 2026, 2027 & June 4, 2030
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(1)Represents the expected unrecognized stock-based compensation expense recognition period.
The following table presents the Company’s Financial Performance Units activity for the years noted December 31 (dollars in thousands):
Units GrantedCompensation Expense Recognized
Grant Period2025202420252024
May 1, 2020 through December 31, 2020, excluding November 18, 2020$— $15 
On November 18, 202031 29 
May 3, 2021 through August 11, 202153 (48)
On August 4, 2022(1)
— (80)
On May 1, 20247,74542,805145 96 
On March 17, 202510,44373 — 
On May 1, 202546,574126 — 
On June 4, 202566,700276 — 
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(1)Performance period ended December 31, 2024 and performance threshold was not met and, therefore, no compensation expense was recognized for the years ended ended December 31, 2025.