First Western Financial Inc 10-K

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Shares of our common stock, no par value, are traded on the NASDAQ Global Select Market under the symbol "MYFW". Holders of Record As of March 9, 2022, there were approximately 128 holders of record of our common stock. Dividend Policy We have not declared or paid any dividends on our common stock and we do not currently anticipate paying any cash dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be retained to support our operations and finance the growth and development of our business or be used for stock buybacks. Any future determination to pay dividends on our common stock will be made by our board of directors and will depend upon our results of operations, financial condition, capital requirements, general economic conditions, regulatory and contractual restrictions, our business strategy, our ability to service any equity or debt obligations senior to our common stock and other factors that our board of directors deems relevant. We are not obligated to pay dividends on our common stock and are subject to restrictions on paying dividends on our common stock. As a bank holding company, our ability to pay dividends is affected by the policies and enforcement powers of the Federal Reserve. See "Supervision and Regulation—Regulation of the Company—Dividends." In addition, because we are a holding company, we are dependent upon the payment of dividends by the Bank to us as our principal source of funds to pay dividends in the future, if any, and to make other payments. The Bank is also subject to various legal, regulatory and other restrictions on its ability to pay dividends and make other distributions and payments to us. See "Supervision and Regulation—Regulation of the Bank—Dividends." The present and future dividend policy of the Bank is subject to the discretion of the board of directors. The Bank is not obligated to pay us dividends. As a Colorado corporation, we are subject to certain restrictions on distributions under the Colorado Business Corporation Act. Generally, a Colorado corporation may not make a distribution to its shareholders if, after giving the distribution effect: (i) the corporation would not be able to pay its debts as they become due in the usual course of business; or (ii) the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. Securities Authorized for Issuance under Equity Compensation Plans The information concerning the ownership of shares of our common stock by certain beneficial owners and management required by this item is incorporated herein by reference from our definitive proxy statement for our 2021 Annual Meeting of Shareholders, a copy of which will be filed with the SEC no later than 120 days after the end of our fiscal year. 60 Table of Contents The following table sets forth information as of December 31, 2021, regarding our equity compensation plans that provide for the award of equity securities or the grant of options to purchase equity securities of the Company to employees and directors of First Western and its subsidiaries: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (A) ​ (B) ​ (C) ​ ​ ​ Number of securities to be ​ ​ ​ ​ ​ Number of securities ​ ​ ​ issued upon exercise of ​ ​ ​ ​ ​ remaining available for future ​ ​ ​ outstanding options or ​ ​ ​ ​ ​ issuance under equity ​ ​ ​ vesting of outstanding ​ Weighted average exercise price of outstanding options ​ ​ compensation plans (excluding Plan Category ​ restricted stock grants ​ ​ securities reflected in column (A) Equity compensation plans approved by shareholders ​ 755,624 ​ $ 29.21 ​ 334,534 Equity compensation plans not approved by shareholders ​ — ​ — ​ — Total ​ 755,624 ​ ​ 334,534 Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum number (or ​ ​ ​ ​ ​ ​ ​ Total number of ​ approximate dollar ​ ​ ​ ​ ​ ​ ​ shares purchased ​ value) of shares ​ ​ Total number ​ Average ​ as part of publically ​ that may yet be ​ ​ of shares ​ price paid ​ announced plans ​ purchased under the ​ purchased (1) ​ per share or programs plans or programs October 1, 2021 through October 31, 2021 ​ — ​ $ — ​ — ​ 399,574 November 1, 2021 through November 30, 2021 ​ 1,591 ​ ​ 31.17 ​ — ​ 399,574 December 1, 2021 through December 31, 2021 (2) ​ — ​ ​ — ​ — ​ — ​ (1) These shares relate to the net settlement by employees related to vested, restricted stock awards and do not impact the shares available for repurchase under the 2020 Repurchase Plan. Net settlements represent instances where employees elect to satisfy their income tax liability related to the vesting of restricted stock through the surrender of a proportionate number of the vested shares to the Company. (2) The 2020 Repurchase Plan expired in November 2021. ​ ​ ITEM 6: [Reserved] ​ 61 Table of Contents