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Item 9A. Controls and Procedures

2024-03-15 compared with 2023-03-15 · 41 added, 26 removed, 100 unchanged (40% of the section changed)

8 unchanged sentences

Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2023.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm due to the rules of the Securities and Exchange Commission for an Emerging Growth Company.

Crowe LLP, an independent registered public accounting firm, has audited the consolidated financial statements of the Company and issued an audit report on the Company’s internal control over financial reporting as of December 31, 2023.

This report entitled “Report of Independent Registered Public Accounting Firm” appears in Part II, Item 8 of this Annual Report on Form 10-K.

Disclosure Controls and Procedures

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.

The Company’s management, including our Chairman, Chief Executive Officer and 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 of First Western Financial Inc.

and 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 of First Western Financial Inc.

and Chief Financial Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

Beginning January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.” The Company implemented changes to the policies, processes, and controls over the estimation of the allowance for credit losses to support the adoption of ASU 2016-13.

While many controls in operation under this new standard mirror controls under prior GAAP, there were some new controls implemented.

Except as related to the adoption of ASU 2016‑13, there were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

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The information required by this item is hereby incorporated by reference from the 2024 Proxy Statement, to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2023.

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Item 15.Exhibits, Financial Statement Schedules

5 unchanged sentences

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

2.1 Agreement and Plan of Merger, dated July 22, 2021, by and between First Western Financial, Inc.

and Teton Financial Services, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on July 22, 2021, File No.

3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 filed with the SEC on July 3, 2018, File No.

6 unchanged sentences

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.

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

4.7* Description of Registrant’s Securities

1 unchanged sentence

2008 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1 filed with the SEC on June 19, 2018, File No.

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10.2† First Western Financial, Inc.

2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1 filed with the SEC on June 19, 2018, File No.

10.3† Amendment to 2016 Omnibus Incentive Plan dated April 26, 2023 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on May 2, 2023, File No.

10.4† Employment Agreement, dated January 1, 2017, between Scott Wylie and First Western Financial, Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 filed with the SEC on June 19, 2018, File No.

10.4† Amendment to Employment Agreement dated January 30, 2020 by and between First Western Financial, Inc.

and Scott Wylie (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on January 30, 2020, File No.

10.5† Amended and Restated Employment Agreement, dated March 5, 2018, between Julie Courkamp and First Western Financial, Inc.

(incorporated by reference to Exhibit 10.4 to the Company’s Form S-1 filed with the SEC on June 19, 2018, File No.

10.6† Amended Employment Agreement dated May 2, 2019, by and between First Western Financial, Inc.

10.5† Amended and Restated Employment Agreement dated April 26, 2023 by and between First Western Financial, Inc.

Wylie (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the SEC on May 2, 2023, File No.

10.6† Second Amended and Restated Employment Agreement dated April 26, 2023 by and between First Financial, Inc.

and Julie Courkamp (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the SEC on May 2, 2023, File No.

10.7† Second Amendment to Employment Agreement dated January 30, 2020 by and between First Western Financial, Inc.

and Julie Courkamp (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on January 30, 2020, File No.

10.8† Employment Agreement, dated April 8, 2020, by and between First Western Financial, Inc.

and John Sawyer (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 10, 2020, File No.

10.9 Asset Purchase Agreement, dated August 18, 2017, among EMC Holdings, LLC, WHMC, LLC, Alan Schrum and First Western Trust Bank (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1 filed with the SEC on June 19, 2018, File No.

10.7† Employment Agreement, dated June 22, 2023, by and between First Western Financial Inc.

and Matthew C.

Cassell (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the SEC on June 27, 2023, File No.

10.8† Amended and Restated Employment Agreement dated April 26, 2023 by and between First Western Financial, Inc.

and John Sawyer (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the SEC on May 2, 2023, File No.

10.9† Employment Agreement, dated February 14, 2024, by and between First Western Financial, Inc.

10.10† Form of Indemnification Agreement between First Western Financial, Inc.

7 unchanged sentences

10.14 Form of Subordinated Note Purchase Agreement, dated December 5, 2022, 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.

and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 6, 2022, File No.

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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

97.1* Clawback Policy

101.INS* Inline XBRL Instance Document

10 unchanged sentences

Item 16.Form 10-K Summary

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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.

2 unchanged sentences

Date Scott C.

Chairman, Chief Executive Officer and President

Chairman, Chief Executive Officer, and President of First Western Financial, Inc.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Scott C.

Wylie and Julie A.

Courkamp, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full and several powers of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Wylie, David R.

Weber, and Jesica J.

Montgomery, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full and several powers of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

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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

Wylie Chairman, Chief Executive Officer, and President of First Western Financial, Inc.

(principal executive officer) March 15, 2024

Weber Chief Financial Officer and Treasurer (principal financial officer) March 15, 2024

/s/ Jesica J.

Montgomery Principal Accounting Officer March 15, 2024

Courkamp Director, Chief Operating Officer, and President of First Western Trust Bank March 15, 2024

Caponi Director March 15, 2024

11 unchanged sentences

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