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Item 9A. Controls and Procedures

2023-03-15 compared with 2022-03-15 · 33 added, 31 removed, 93 unchanged (41% of the section changed)

6 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2021, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in "Internal Control-Integrated Framework,"

issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in 2013.

As of December 31, 2022, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in "Internal Control-Integrated Framework," issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in 2013.

Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2022.

1 unchanged sentence

Disclosure Controls and Procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as of the end of the period covered by this report.

The Company’s management, including our Chairman, Chief Executive Officer and President and our Chief Operating Officer, Chief Financial Officer and Treasurer, have evaluated the effectiveness of our "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as of the end of the period covered by this report.

Based on such evaluation, our Chairman, Chief Executive Officer and President and our Chief Operating Officer, Chief Financial Officer and Treasurer have concluded that, as of the end of the period covered by the Annual Report on Form 10-K, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to the Company’s management, including our Chairman, Chief Executive Officer and President and our Chief Operating Officer, Chief Financial Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure.

4 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

7 unchanged sentences

The information required by this item is hereby incorporated by reference from the 2023 Proxy Statement, to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2022.

Information relating to securities authorized for issuance under our equity compensation plans is included in Part II of this Annual Report on Form 10-K under "Item 5 – Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities."

Certain Relationships and Related Transactions, and Director Independence

2 unchanged sentences

Exhibits, Financial Statement Schedules

Financial Statements

Item 15.Exhibits, Financial Statement Schedules

(a) (1) Financial Statements

See Index to Consolidated Financial Statements on page 91

1 unchanged sentence

All financial statement schedules are omitted because they are either not applicable or not required, or because the required information is included in the Consolidated Financial Statements or the Notes thereto included in Part II, Item 8.

(b) (3) Exhibits

The exhibits are filed as part of this report and exhibits incorporated by reference to other documents are as follows:

7 unchanged sentences

The registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

Form of Note Purchase Agreement for 7.25% Fixed-to-Floating Rate Subordinated Notes due 2026 (incorporated by reference to Exhibit 4.6 to the Company’s Form S-1 filed with the SEC on June 19, 2018, File No.

4.3 Form of 5.125% Fixed-to-Floating Rate Subordinated Note (incorporated by reference as Exhibit A to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 17, 2020, File No.

1 unchanged sentence

4.5 Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2031 (incorporated by reference to Exhibit A to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 31, 2021, File No.

4.6 Form of 7.00% Fixed-to-Floating rate Subordinated Note due 2032 (incorporated by reference to Exhibit A to Exhibit 10.1 to the C o mpany's Form 8-K filed with the SEC on December 6, 2022, File No.

4.7 Description of Registrant’s Securities

24 unchanged sentences

and the Purchaser named therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 31, 2021, File No.

10.14 Form of Subordinated Note Purchase Agreement, dated December 5 , 202 2 , by and among First Western Financial, Inc.

and the Purchaser s named therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 6 , 202 2 , File No.

21.1* Subsidiaries of First Western Financial, Inc.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.INS* Inline XBRL Instance Document

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_____________________________

* Filed herewith.

** These exhibits are furnished herewith and shall not be deemed "filed"

for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

** These exhibits are furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

† Indicates a management contract or compensatory plan.

Form 10-K Summary

Item 16.Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

First Western Financial, Inc.

March 15, 2022

March 15, 2023 By:

Date Scott C.

Chairman, Chief Executive Officer and President

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Chairman, Chief Executive Officer, and President (principal executive officer)

March 15, 2022

Director, Chief Operating Officer, Chief Financial Officer, and Treasurer (principal financial and accounting officer)

March 15, 2022

Signature Title Date

Wylie Chairman, Chief Executive Officer, and President (principal executive officer) March 15, 2023

Courkamp Director, Chief Operating Officer, Chief Financial Officer, and Treasurer (principal financial and accounting officer) March 15, 2023

Caponi Director March 15, 2023

Duncan Director March 15, 2023

/s/ Thomas A.

March 15, 2022

Gart Director March 15, 2023

/s/ Patrick H.

March 15, 2022

Hamill Director March 15, 2023

Mitchell Director March 15, 2023

Latimer Director March 15, 2023

Sipf Director March 15, 2023

Smith Director March 15, 2023

/s/ Joseph C.

March 15, 2022

Zimlich Director March 15, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures