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Report on Management’s Assessment of Internal Control Over Financial Reporting
−Removed: Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined under Rules 13a-15(f) and 15d-15(f) of the Exchange Act).
+Added: Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act of 1934).
The Company’s internal control system is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance GAAP.
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Changes in Internal Control over Financial Reporting
−Removed: Beginning January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326):
−Removed: 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.
−Removed: While many controls in operation under this new standard mirror controls under prior GAAP, there were some new controls implemented.
−Removed: 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.
+Added: There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act of 1934) during the year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events.
+Added: There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Other Information
−Removed: Table of Content s
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
−Removed: Table of Content s
Directors, Executive Officers and Corporate Governance
The information required by this item is hereby incorporated by reference from our Definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders, or the 2025 Proxy Statement, to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2024.
−Removed: Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and other executive officers.
+Added: Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and other executive officers.
The full text of our Code of Business Conduct and Ethics is posted on the investor relations page of our website which is located https://myfw.gcs-web.com/investor-relations.
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The information required by this item is hereby incorporated by reference from the 2025 Proxy Statement, to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2024.
−Removed: Table of Content s
−Removed: Item 15.Exhibits, Financial Statement Schedules
+Added: Exhibits, Financial Statement Schedules
(a) (1) Financial Statements
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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.
−Removed: Table of Content s
10.2† First Western Financial, Inc.
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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.
−Removed: 10.4† Employment Agreement, dated January 1, 2017, between Scott Wylie and First Western Financial, Inc.
−Removed: (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 filed with the SEC on June 19, 2018, File No.
Amended and Restated Employment Agreement dated April 26, 2023 by and between First Western Financial, Inc.
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Cassell (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on June 27, 2023, File No.
−Removed: 10.8† Amended and Restated Employment Agreement dated April 26, 2023 by and between First Western Financial, Inc.
−Removed: 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.
Employment Agreement, dated February 14, 2024, by and between First Western Financial, Inc.
+Added: Weber (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on February 21, 2024, File No.
Form of Indemnification Agreement between First Western Financial, Inc.
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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.
−Removed: Table of Content s
+Added: 10.13 Named Executive Officer (“NEO”) Discretionary Incentive Compensation Plan, approved on April 24, 2024 by the Board of Directors of First Western Financial, Inc (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 26, 2024, File No.
+Added: Insider Trading Policy
21.1* Subsidiaries of First Western Financial, Inc.
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 97.1* Clawback Policy
+Added: Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Form 10-K filed with the SEC on March 15, 2024, File No.
101.INS* Inline XBRL Instance Document
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† Indicates a management contract or compensatory plan.
−Removed: Item 16.Form 10-K Summary
−Removed: Table of Content s
+Added: 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.
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Chairman, Chief Executive Officer, and President of First Western Financial, Inc.
−Removed: Table of Content s
POWER OF ATTORNEY
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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.
−Removed: Table of Content s
Signature Title Date
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Latimer Director March 7, 2025
−Removed: Sipf Director March 15, 2024
+Added: Director March 7, 2025
Smith Director March 7, 2025
2 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.