v3.25.2
SHAREHOLDERS' EQUITY
 6 Months Ended
Jun. 30, 2025
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 June 13, 2024, the Company announced that its Board of Directors authorized the repurchase of up to 200,000 shares of the Company’s common stock, no par value, from time to time, within one year (the 2024 Repurchase Plan) and that the Board of Governors of the Federal Reserve System advised the Company that it had no objection to the Company’s 2024 Repurchase Plan.
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 2024 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 six months ended June 30, 2025, the Company repurchased 26,387 shares under the authorization of the 2024 Repurchase Plan. During the year ended December 31, 2024, the Company repurchased 5,501 shares under the authorization of the 2024 Repurchase Plan. As of June 30, 2025, there was $5,000,000 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 2025 Plan), which included an increase of 150,000 shares to the 2025 Plan’s share reserve. The 2025 Plan is a continuation, and amendment and restatement, of the 2016 Plan. As of June 30, 2025, there were a total of 396,376 shares available for issuance under the 2025 Plan. Any shares covered by an award granted under the 2008 Plan that are forfeited, cancelled, or terminated for no consideration will (i) not be available for future awards under the 2008 Plan, (ii) be available for future awards under the 2025 Plan, and (iii) increase the share reserve of the 2025 Plan by one share for each share that is retained by or returned to the Company, subject to a maximum of 1,500,000 shares.
Stock Options
The Company did not grant any stock options during the six months ended June 30, 2025 and 2024.
During the three and six months ended June 30, 2025 and 2024, the Company recognized no stock based compensation expense associated with stock options. As of June 30, 2025, the Company has no unrecognized stock-based compensation expense related to stock options.
The following presents activity for nonqualified stock options during the six months ended June 30, 2025:
Number
of
Options		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Term		Aggregate
Intrinsic
Value
Outstanding as of December 31, 202479,761$25.30 
Granted—— 
Exercised— — 
Forfeited or expired(11,033)24.32 
Outstanding as of June 30, 202568,72825.46 0.66
(1)
Options fully vested / exercisable as of June 30, 202568,72825.46 0.66
(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 June 30, 2025, there were 68,728 options that were exercisable. Exercise prices are between $25.00 and $27.00 per share, and the options are exercisable for a period of ten years from the original grant date and expire on various dates between 2025 to 2026.
Restricted Stock Units
Pursuant to the 2025 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 six months ended June 30, 2025:
Time
Vesting
Units		Financial
Performance
Units
Outstanding as of December 31, 2024215,343159,704
Granted69,87464,762
Vested(53,594)(54,617)
Forfeited (12,765)(7,417)
Outstanding as of June 30, 2025218,858162,432
During the three months ended June 30, 2025, the Company issued 39,889 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 13,705 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. During the three months ended June 30, 2024, the Company issued 39,239 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 14,696 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.
During the six months ended June 30, 2025, the Company issued 77,167 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 31,044 shares, with a combined market value at the dates of settlement of $0.6 million, were withheld to cover employee withholding taxes and were subsequently added back to the Company’s pool of shares available for issuance. During the six months ended June 30, 2024, the Company issued 79,365 net shares of common stock upon the settlement of Restricted Stock Units. The remaining 34,019 shares, with a combined market value at the dates of settlement of $0.6 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 69,874 and 69,107 Time Vesting Units during the six months ended June 30, 2025 and 2024, respectively. During the three months ended June 30, 2025 and 2024, the Company recognized compensation expense of $0.4 million for the Time Vesting Units. During the six months ended June 30, 2025 and 2024, the Company recognized compensation expense of $0.7 million, for the Time Vesting Units. As of June 30, 2025, there was $4.2 million of unrecognized compensation expense related to the Time Vesting Units, which is expected to be recognized over a weighted-average period of 3.4 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 June 30, 2025 (dollars in thousands, except share amounts):
Grant PeriodThreshold AccrualMaximum Issuable
Shares at Current
Threshold		Unrecognized Compensation
Expense
Weighted-Average (1)
Financial Metric End DateVesting Requirement End Date
On November 18, 2020114 %22,336$13 0.4 yearsDecember 31, 2022
50% November 18, 2023 & 2025
May 3, 2021 through August 11, 202155 14,70840 0.5 yearsDecember 31, 2023December 31, 2025
On May 1, 2023(2)
— —— 0.0 yearsDecember 31, 2025December 31, 2027
On May 1, 2024121 44,624567 3.5 yearsDecember 31, 2026December 31, 2028
On March 17, 2025
200 20,886229 2.5 yearsDecember 31, 2027December 31, 2027
On May 1, 2025100 45,251912 4.5 yearsDecember 31, 2027December 31, 2029
On June 4, 2025(2)
— —— 0.0 yearsDecember 31, 2025, 2026 & 2027December 31, 2025, 2026, 2027 & June 4, 2030
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(1)Represents the expected unrecognized stock-based compensation expense recognition period.
(2) As the performance threshold is not expected to be met in future performance periods, there is no related unrecognized compensation as of June 30, 2025.
The following presents the Company’s Financial Performance Units activity for the periods noted (dollars in thousands, except share amounts):
Units GrantedCompensation Expense Recognized
Six Months Ended June 30,Three Months Ended June 30,Six Months Ended June 30,
Grant Period202520242025202420252024
May 1, 2020 through December 31, 2021, excluding November 18, 2020——$— $3 $— $(48)
On November 18, 2020——9 (15)19 (4)
May 3, 2021 through August 11, 2021——7 8 26 (86)
On August 4, 2022(1)
——— 14 — 28 
On May 1, 2023(2)
——— — — — 
On May 1, 20247,74542,80562 25 94 25 
On March 17, 2025
10,443—23 — 27 — 
On May 1, 2025
46,574—34 — 34 — 
On June 4, 2025(3)
——— — — — 
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(1) Performance period ended December 31, 2024 and performance threshold was not met and, therefore, no compensation expense was recognized for the six months ended June 30, 2025 and 2024.
(2) Performance threshold was not met for the years ended December 31, 2024 and December 31, 2023, therefore, no compensation expense was recognized for the six months ended June 30, 2025 and 2024.
(3) Performance threshold is not expected to be met in future performance periods, therefore, no compensation expense was recognized for the six months ended June 30, 2025.