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SHAREHOLDERS' EQUITY
3 Months Ended
Mar. 31, 2026
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 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 prior 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 three months ended March 31, 2026, the Company repurchased 6,123 shares. During the year ended December 31, 2025, the Company repurchased 40,333 shares. As of March 31, 2026, there was $4,552,654 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 Omnibus Plan), which included an increase of 150,000 shares to the Omnibus Plan’s share reserve. The Omnibus Plan is a continuation, and amendment and restatement, of the 2016 Plan. As of March 31, 2026, there were a total of 475,603 shares available for issuance under the Omnibus Plan. To the extent that an award granted under the Omnibus Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares than the number underlying the award, settled in cash or otherwise terminated without delivery of the shares to the participant, the shares retained by or returned to the Company will not be deemed to have been delivered under the Omnibus Plan, and will be available for future awards under the Omnibus Plan, subject to a maximum of 1,500,000 shares.
Stock Options
The Company did not grant any stock options during the three months ended March 31, 2026 and 2025.
During the three months ended March 31, 2026 and 2025, the Company recognized no stock based compensation expense associated with stock options. As of March 31, 2026, the Company has no unrecognized stock-based compensation expense related to stock options.
The following presents activity for nonqualified stock options during the three months ended March 31, 2026:
Number
of
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding as of December 31, 202517,744$26.77 
Forfeited or expired(2,000)25.00 
Outstanding as of March 31, 202615,74427.00 0.52 years
(1)
Options fully vested / exercisable as of March 31, 202615,74427.00 0.52 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.
As of March 31, 2026, there were 15,744 options that were exercisable. The exercise price for all exercisable options is $27.00 per share, and the options are exercisable for a period of ten years from the original grant date and expire in 2026.
Restricted Stock Units
Pursuant to the Omnibus 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 presents the activity for the Time Vesting Units and the Financial Performance Units during the three months ended March 31, 2026:
Time
Vesting
Units
Financial
Performance
Units
Outstanding as of December 31, 2025196,728173,456
Granted7,62554,229
Vested(14,095)
Forfeited (12,271)(3,229)
Outstanding as of March 31, 2026192,082210,361
During the three months ended March 31, 2026, the Company issued 9,360 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 4,735 shares, with a combined market value at the dates of settlement of $0.1 million, were withheld to cover employee withholding taxes. During the three months ended March 31, 2025, the Company issued 37,278 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 17,339 shares, with a combined market value at the dates of settlement of $0.3 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 members of the Board of Directors at the date approved by the Company’s Board of Directors. The Company granted 7,625 and zero Time Vesting Units during the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026 and 2025, the Company recognized compensation expense of $0.3 million and $0.4 million, respectively, for the Time Vesting Units. As of March 31, 2026, there was $3.0 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 presents the Company’s existing Financial Performance Units as of March 31, 2026 (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
On May 1, 2024(2)
121 %41,527$415 2.8 yearsDecember 31, 2026December 31, 2028
On March 17, 2025(3)
187 19,528160 1.8 yearsDecember 31, 2027December 31, 2027
On May 1, 2025(2)
139 56,135942 3.8 yearsDecember 31, 2027December 31, 2029
On June 4, 2025 & March 2, 2026(4)
100 94,2561,461 2.5 yearsDecember 31, 2025, 2026 & 2027December 31, 2025, 2026, 2027, June 4, 2030 & March 2, 2031
On March 2, 2026(3)
36 2,880204 2.8 yearsDecember 31, 2028December 31, 2028
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(1)Represents the expected unrecognized stock-based compensation expense recognition period.
(2)Conditioned upon pre-established three-year Operating EPS goals.
(3)Conditioned on the Company's three-year annualized total shareholder return compared to the SPDR S&P Regional Banking ETF.
(4)Conditioned upon pre-established Operating EPS hurdles measured over the course of each fiscal year in the performance period.
The following presents the Company’s Financial Performance Units activity for the periods noted (dollars in thousands, except share amounts):
Units GrantedCompensation Expense Recognized
Three Months Ended March 31,Three Months Ended March 31,
Grant Period2026202520262025
On November 18, 2020$— $
May 3, 2021 through August 11, 2021(2)18 
On May 1, 20242,76948 32 
On March 17, 202510,44323 
On May 1, 202515,904104 — 
On June 4, 2025 & March 2, 202627,556342 — 
On March 2, 20268,000—