PROSPECTUS SUMMARY

         This summary highlights selected information contained elsewhere in this prospectus. It does not contain all the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus carefully, including the sections titled "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical consolidated financial statements and the accompanying notes included in this prospectus, before deciding to purchase our common stock in this offering.

Our Company

        First Western Financial, Inc. is a financial holding company headquartered in Denver, Colorado. We provide a fully integrated suite of wealth management services on our private trust bank platform, which includes a comprehensive selection of deposit, loan, trust, wealth planning and investment management products and services. We believe our integrated business model distinguishes us from other banks and non-bank financial services companies in the markets in which we operate. As of March 31, 2018, we provided fiduciary and advisory services on $5.4 billion of trust and investment management assets (referred to as "AUM"), and we had total assets of $991.6 million, total loans of $817.3 million, total deposits of $818.2 million and total shareholders' equity of $104.2 million.

        Our mission is to be the best private bank for the Western wealth management client. We believe that the "Western wealth management client" shares our entrepreneurial spirit and values our sophisticated, high-touch wealth management services that are tailored to meet their specific needs. Our target clients include successful entrepreneurs, professionals and other high net worth individuals or families, along with their businesses and philanthropic organizations. We offer our services through a branded network of boutique private trust bank offices, which we believe are strategically located in affluent and high-growth markets in thirteen locations across Colorado, Arizona, Wyoming and California.

        We generate a significant portion of our revenues from non-interest income, which we produce primarily from our trust, investment management and other advisory services as well as through the origination and sale of mortgage loans. The balance of our revenue we generate from net interest income, which we derive from our traditional banking products and services. For the year ended December 31, 2017, non-interest income was $27.7 million, or 50.1% of gross revenue (which is our total income before non-interest expense, less gains on securities sold, plus provision for credit losses), and net interest income was $27.6 million, or 49.9% of gross revenue. For the quarter ended March 31, 2018 non-interest income was $7.3 million, or 49.8% of gross revenue, and net interest income was $7.4 million, or 50.2% of gross revenue, as indicated in the diagram below:

        We believe that we have developed a unique approach to private banking to best serve our Western wealth management clients primarily as a result of the combination of the following factors:

•

Offering sophisticated wealth management products and services, including traditional banking as well as trust, wealth planning, investment management and other related services, often provided by larger financial institutions with the high-touch and personalized experience that is typically associated with community and trust banks;



•

Delivering services through our strategically located private trust bank offices, which we refer to internally as "profit centers"; and



•

Using our relationship-based team approach to become a "trusted advisor" to our clients by understanding their investment management, ultimate goals and banking needs and tailoring our products and services to meet those needs.

Our History and Growth

        We were founded in 2002 by our Chairman, Chief Executive Officer and President, Scott C. Wylie, and a group of local business leaders with the vision of building the best private bank for the Western wealth management client. Since opening our first profit center in Denver, Colorado in 2004, we have grown organically primarily by establishing thirteen offices, attracting new clients and expanding our relationships with existing clients, as well as through a series of ten strategic acquisitions of various trust, registered investment advisory and other financial services firms. The following timeline illustrates how we developed our current footprint through de novo office openings and acquisitions since opening our first profit center in 2004.

Office Openings

        Historically, we have used two primary models to expand our footprint and open new offices. We have been successful starting de novo profit centers. In markets where we have identified well-respected

registered investment advisors (referred to as a "RIA"), we seek to acquire the RIA and augment the RIA's existing services with our wealth management private trust bank platform. Examples of each expansion model are described below:

•

De Novo Profit Centers— In our Aspen, Colorado profit center, we hired local banking professionals to lead our de novo expansion into that market. Since its inception in October 2015, our Aspen profit center has increased gross loans, total deposits and AUM to $50.5 million, $43.2 million and $38.9 million, respectively, at March 31, 2018. In our Jackson Hole, Wyoming profit center, we hired local investment management leaders and added our fully integrated suite of wealth management services on our private trust bank platform. Since we hired such team in January 2014, the Jackson Hole profit center has increased gross loans, total deposits and AUM to $26.2 million, $39.0 million and $260.4 million, respectively, at March 31, 2018. We believe the investments we have made in our two latest, less mature profit centers in Jackson Hole, Wyoming and Aspen, Colorado provide the foundation for future organic growth and high contribution margins consistent with our more mature profit centers.



•

RIA Acquisition— We acquired an existing RIA and trust company to open our Fort Collins, Colorado profit center in 2004. Our Fort Collins profit center has increased gross loans from $22.5 million at December 31, 2005 to $71.2 million at March 31, 2018 and increased total deposits from $7.7 million at December 31, 2005 to $108.0 million at March 31, 2018.

Balance Sheet Growth

        Since opening our first profit center in 2004, we have also experienced growth in gross loans, total deposits and AUM throughout various economic cycles. From 2004 to 2008, which we refer to as our "Growth & Expansion" period in the chart below, we experienced significant growth in our gross loans, total deposits and assets under management primarily through the opening of six profit centers and organic growth, enhanced with seven acquisitions.

        From 2009 to 2013, which we refer to as our "Conservative Growth" period in the chart below due to difficult economic and industry conditions prevalent at such time, growth in gross loans, total deposits and assets under management was limited as we focused our efforts on integrating prior acquisitions, opening three new profit centers and improving our asset quality. During this time, we strengthened our regulatory capital position through a number of preferred stock and subordinated debt offerings, which limited dilution to our common shareholders.

        From 2013 to March 31, 2018, which we refer to as our "Capital Constrained Growth" period in the chart below, we have strategically focused our efforts on building our team, distribution channels and products for improved growth and earnings, while managing our balance sheet to stay below $1.0 billion in assets in order to retain the benefits available to us under the Small Bank Holding Company Policy Statement of the Board of Governors of the Federal Reserve System (referred to as the "Federal Reserve"), including not being subject to consolidated capital ratio requirements under Basel III.

        Since December 31, 2013, we have increased gross loans from $484.7 million at December 31, 2013 to $817.3 million at March 31, 2018, and we have increased total deposits from $561.2 million at December 31, 2013 to $818.2 million at March 31, 2018.

Revenue, Expense & Pre-Tax, Pre-Provision Income Growth

        Since December 31, 2013, we have increased gross revenues from $42.4 million for the year ended December 31, 2013 to $55.2 million for the year ended December 31, 2017, representing a CAGR of 6.9%, while total non-interest expense increased from $41.4 million for the year ended December 31, 2013 to $49.5 million for the year ended December 31, 2017, representing a CAGR of 4.6%. This 150% operating leverage (which we calculate as the ratio of gross revenue CAGR to total non-interest expense CAGR) has resulted in improved pre-tax, pre-provision income, which increased 6.5 times over the same time period. We believe that while the higher fixed costs of our product groups have limited our earnings, we have demonstrated significant operating leverage by growing pre-tax, pre-provision income at a faster rate than expenses. Pre-tax, pre-provision income is a non-GAAP measure. The nearest GAAP measure is income before income tax, which was $5.0 million for the year ended December 31, 2017. See "Non-GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures." Pre-tax, pre-provision income increased from $0.9 million for the year ended December 31, 2013 to $5.8 million for the year

ended December 31, 2017, as indicated in the charts below. In addition, we have increased our quarterly pre-tax, pre-provision income from $1.0 million in the three months ended March 31, 2017 to $1.4 million in the three months ended March 31, 2018.

Capitalization

        Our current capital structure is set forth in the chart below. We intend to use a portion of our proceeds from this offering and available cash on hand or borrowings under our existing credit facility to redeem all outstanding shares of our preferred stock and all of our subordinated notes due 2020. For the year ended December 31, 2017, we paid a total of $2.3 million in dividends to our preferred shareholders and $0.6 million in interest on our subordinated notes due 2020. Although we intend to use a portion of the net proceeds of this offering to redeem all outstanding shares of our preferred stock and all of our subordinated notes due 2020, the redemption of such securities is subject to regulatory approval, and accordingly, no assurance can be given as to when we will be able to redeem such securities, if at all. See "Use of Proceeds" and "Capitalization" for further information. The chart below sets forth our capitalization as of March 31, 2018.

Capital Structure (As of March 31, 2018)		Amount ($ millions)			Conversion Price ($)			Dividend / Coupon (%)			Common Shares if Converted			Maturity Date/ Date Redeemable
Subordinated Debt
Subordinated Notes due 2020		$	6.9			—			8.00	%		—			7/31/2020
Subordinated Notes due 2026			6.6			—			7.25	%		—			12/31/2026
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	13.5
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Preferred Equity
Cumulative Perpetual Preferred Stock, Series A		$	8.6			—			9.00	%		—			2/15/2012
Cumulative Perpetual Preferred Stock, Series B			0.4			—			9.00	%		—			2/15/2012
Cumulative Perpetual Preferred Stock, Series C			11.9			—			9.00	%		—			2/15/2013
Noncumulative Perpetual Convertible Preferred Stock, Series D			4.1		$	27.00			9.00	%		151,700			7/20/2017
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	25.0
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Common Equity
Common Equity		$	79.2			—			—			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

Our Service Model and Products

        We deliver a broad array of wealth management products and services through our profit centers using our proprietary ConnectView® approach, which looks holistically across a client's current and projected financial situation. We believe providing financial solutions in one area (such as estate, retirement planning or lending) often impacts other areas of our clients' wealth planning (such as risk or balance sheet management), which provides us opportunities to evaluate proposed solutions across multiple business lines and offer additional services to our clients.

        We have designed our business around having each profit center staffed with seasoned management. Typically, each profit center team is led by a president, who is a senior investment advisor or banker with strong client relationships and sales and leadership skills. The local team includes deposit, loan, trust, wealth planning, and related professionals, creating a strong interdisciplinary sales and service team. In addition to this service team, we recently added wealth advisors as a commissioned sales force to several profit centers to enhance our acquisition of new clients. Beyond traditional banking, trust and investment management activities, at each profit center we provide:

•

Consumer, mortgage and commercial lending;



•

Treasury management;



•

Risk management in the form of life insurance and annuities;



•

Specialized philanthropic services;



•

Retirement services, including 401(k) plan consulting; and



•

Other complementary wealth management products and services.

        Our profit centers are supported by central specialized product expertise of our "product groups," which include experienced professionals in commercial banking, investment management, wealth planning, risk management/insurance, personal trust, retirement planning and mortgage lending. We believe that the sophistication of our product groups rivals the offerings and experts typically provided by larger financial institutions. Our product groups are led and staffed with highly accredited and well known professionals, each with significant experience in their fields.

        Our profit centers and product groups are also supported centrally by teams providing management services such as operations, risk management, credit administration, technology support, human capital and accounting/finance services, which we refer to as "support centers." Our employees, which we refer to as "associates," in our support centers have significant experience in wealth management, investment advisory, and commercial banking, including areas such as lending, underwriting, credit administration, risk management, accounting/finance, operations and information technology. We have structured our teams, services and product offerings to provide our clients with a high-touch, solution-oriented experience, that we believe is scalable and provides operating leverage for future growth.

        To demonstrate how these three groups—profit centers, product groups and support centers—work together to deliver a highly competitive product offering through a team of local professionals, our investment management offering is an example:

•

In each profit center, there are one or more portfolio managers that work as part of that local team's sales and service delivery. These portfolio managers are typically Certified Financial Planners with experience in wealth planning and portfolio construction. They meet with clients and develop an overall wealth management strategy, specific goals and objectives, an investment policy statement, and an implementation plan. They use our guided architecture, a diverse array of select

third party and proprietary investment products covering a broad range of asset classes, as their source for structure, asset allocation and products.

•

Our investment platform is controlled by our central investment management product group, which has a strong research focus and many of whom have Chartered Financial Analyst designations, with oversight by our Chief Investment Officer and our Investment Policy Committee.



•

Operational support for these profit center and product group teams is provided by our central trust and investment management support center team.

Our Management

        The members of our board of directors have demonstrated significant executive management and board leadership experience across a diverse range of industries, including financial services, private equity, manufacturing, family office, real estate, accounting, legal and insurance. Most of our board members have been invested in First Western since our inception, and as of June 15, 2018, our board members and associates beneficially owned, in the aggregate, approximately 30.4% of the outstanding shares of our common stock at such time.

        Our board of directors governs our experienced senior leadership team, who have held management-level positions at leading banking and professional services franchises within our markets, including throughout various economic cycles. Our senior leadership team, reflecting our entrepreneurial and ownership-based culture, has a long and successful history of starting and growing financial institutions, leading acquisition projects, managing organic growth and developing a disciplined credit, trust and wealth management culture.

        The members of our senior leadership team, each of whom has a diverse and complementary background that is an integral part of our success, includes the following professionals:

        For additional information about our directors, management team and other key associates, see "Management—Our Directors and Executive Officers" and "Management—The Business Background of our Directors and Executive Officers."

Our Market Opportunity

        Our strategic market area is defined by metropolitan areas in the Western United States having strong long-term economic growth prospects, a significant wealth demographic measured by growth in high net

worth households, a dynamic commercial business landscape and the ability to sustain one or more of our profit centers. We target households with more than $1.0 million in liquid net worth and their related businesses and philanthropic interests. We believe that the complex and diverse financial needs of this market segment presents an opportunity to serve a broad array of client needs efficiently and cost effectively.

        Our current operating markets have a high concentration of our targeted client segment and are expected to experience high growth, providing opportunity for continued future organic growth through demographic and market share growth.

																Market Demographics
				Deposit Market Share*												Total Population						$200,000+ Household Income Population
MSA		State		Number of Profit Centers			Deposits in Market ($000)			Market Share (%)			Market Rank			2018 Population (actual)			Proj. '18 - '23 Population Change (%)			2018 Population (actual)			Proj. '18 - '23 Population Change (%)
Denver-Aurora-Lakewood		CO			3			354,633			0.4	%		21			2,933,089			7.7	%		10.2	%		41.9	%
Fort Collins		CO			1			135,702			1.8	%		13			350,005			8.1	%		8.1	%		51.6	%
Phoenix-Mesa-Scottsdale		AZ			2			131,806			0.1	%		36			4,789,980			7.2	%		6.5	%		36.8	%
Boulder		CO			1			95,763			1.0	%		16			329,524			6.8	%		13.8	%		30.3	%
Jackson		WY/ID			1			20,983			1.0	%		9			34,916			5.8	%		10.4	%		18.5	%
Glenwood Springs		CO			1			31,248			1.2	%		10			77,708			4.7	%		7.6	%		24.9	%
United States of America																	326,533,070			3.5	%		7.4	%		32.1	%

---

        We seek to expand our presence in our existing markets as well as other Western markets with similar demographic profiles. With improved access to capital as a result of our initial public offering, we expect to proactively evaluate opportunities to accelerate our organic growth and acquire banks, investment management firms and related businesses, while also seeking to hire talented personnel. We believe consolidation in the financial services industry along with the industry's movement towards automated and impersonal client service further presents a unique and significant opportunity for our Company. Our business model differentiates us from the industry, which we expect will enable us to increase our market share in existing markets and, on a strategic and opportunistic basis, expand our geographic footprint into new markets in the Western United States that share similar characteristics to our current markets.

Our Competitive Strengths

        We believe that the following strengths differentiate us and will help us to achieve our principal financial objectives of increased shareholder value and generation of earnings:

•

Scalable Platform with Capacity to Support Our Growth.   Through significant investments in technology, staff, processes and procedures, we have built a scalable corporate infrastructure, which we believe will support our continued growth. In particular, our product group specialists, as well as other support and administrative functions, are provided to our profit centers from a central location, which provides operating leverage and allows us to deliver specialized expertise to our Western wealth management clients. By leveraging our central teams across a growing base of profit centers, we intend to continue to take advantage of our existing operating leverage, which we expect will continue to enhance our earnings growth.



•

Diversified, Stable and Growing Revenue.   A significant portion of our revenue is fee-based, much of which is recurring from our trust and investment management services. Our revenue mix is diversified and balanced, which we believe differentiates us from our peers and provides us with a

platform for earnings growth and stability through various economic and interest rate cycles. Additionally, since 2015 we have significantly grown our residential mortgage loan origination business with the objective of adding another client service as well as a new client acquisition channel, which also provides another source of non-interest income sources.

•

Experienced Management Team with a Proven Track Record.   Our management team has deep relationships in the communities that we serve and proven track records of successfully growing institutions. We have assembled a management team composed of individuals with significant banking and investment advisory experience as well as diverse backgrounds in other related industries. We believe that we have developed an entrepreneurial culture that is intensely focused on our clients and on executing our strategy.



•

Strong Asset Quality.   Sound asset quality and robust credit underwriting are integral to our strategy and culture. We place a considerable emphasis on effective risk management and preserving sound credit underwriting standards as we grow our loan portfolio. Our high net worth clients are typically well diversified and we normally require collateral, three sources of repayment and a guarantor. As a result, we believe we are less susceptible to credit losses and have historically had excellent credit quality. Our nonperforming assets to total assets ratio was 0.4% as of March 31, 2018 and 0.7% as of December 31, 2017.



•

Expansion Focus.   We have demonstrated the ability to enter new markets either by acquiring a local firm or by entering the market de novo . Having added several successful de novo profit centers and having also completed ten acquisitions since 2004, we believe we have the team and expertise to identify and successfully execute organic expansion opportunities as well as acquisitions that will enhance shareholder value.



•

Strong and Trusted Fiduciary-Based Relationships.   We maintain a client centric, "trusted advisor" approach that allows us to develop strong, trusted team-based relationships with our clients. While individual relationship managers at our competitors often control the client relationship, at First Western, each client has a team of professionals who deliver our multi-disciplinary expertise to address such client's financial needs. Our client relationships frequently include in-depth proprietary ConnectView® financial plans and sophisticated, institutional quality investment management that is driven by comprehensive investment policy statements and access to industry-leading money managers. These characteristics provide a level of financial strength, product depth, integrated team delivery, corporate governance, and oversight not typically found in boutique wealth advisory firms.



•

Distinctive Western-Based Approach.   As one of the first Western-based private banks, we are uniquely equipped to understand the needs and goals of the financially savvy, first- and second-generation wealth creators that have come to symbolize the dynamic economies of the Western United States. We understand the Western wealth management client is distinctive and the connection that first- and second-generation wealth creators have with their wealth is unique from that of generational wealth inheritors. We recognize the hands-on analytical approach that many Western wealth management clients appreciate and our entrepreneurial spirit that our teams share with our clients helps us better manage our client relationships.

        Income before income tax in our largest segment, wealth management, continues to improve with growth in net interest income due to increases in our net interest rate spread and growth in non-interest income. Our capital management segment recorded a loss before income tax for the years ended December 31, 2017 and 2016 of $0.9 million and $1.1 million, respectively. We seek to improve efficiencies in our capital management segment by reducing expenses to improve profitability. Our mortgage segment also recorded a loss before tax for the year ended December 31, 2017 and 2016 of $0.4 million and $0.7 million, respectively. We acquired the assets of a mortgage company in the third quarter of 2017.

Subsequent to the asset acquisition, we have reduced costs and increased the volume of our mortgage loan production and origination into both the secondary market and the wealth management loan portfolio.

Our Business Strategy

        We believe we have built a premier private trust bank in the Western United States that is focused on providing the best financial solutions to our clients. We are service-driven, solution-oriented and relationship-based. We intend to accomplish this by continuing to execute on the following strategies:

•

Building Out Existing Markets.   Once we have established a presence in a particular geographic market that contains attractive high net worth household demographics, we then look to establish additional locations that are closely situated to sub-concentrations of affluent households and/or commercial activity (a "hub and spoke" market build-out, as we have commenced in Denver and Phoenix). We also seek to employ highly capable associates with local market experience and relationships.



•

Deepening Existing Client Relationships.   We deliver our services though our local boutique private trust bank offices. This allows us to use multi-discipline sales and client service teams, in market, to ensure we are meeting our client's comprehensive set of needs. These teams take the time to understand the complexities of our clients' financial world through wealth planning solutions and create the financial plan that helps them reach their goals. This profit center-based service model is a critical component of our future growth as we continue to develop our understanding of our clients' evolving needs we can deepen, broaden and grow our existing relationships.



•

Generating Referrals for New Client Relationships.   We believe we have demonstrated a successful sales and marketing capability, built around the personal and professional networks and centers of influence of our local profit center leadership. Our existing client base also provides a significant amount of new clients through referrals. In surveys, our clients generally rate us very favorably overall in areas of professionalism, reliability, service-orientation, and trust. We also recently added wealth advisors to several of our profit centers as commissioned sales associates to enhance our acquisition of new clients.



•

Developing Client Relationships through our Product Groups.   Each profit center is designed to feel like a boutique private trust bank office and is staffed with business development and client service personnel. The profit centers work closely with our central product groups to customize our services to each client's specific situation, without sacrificing the flexibility, expertise and authority to quickly meet complex client needs. Our central product groups are designed to support a significantly larger client and AUM base, providing an opportunity for significant operating leverage as we open additional profit centers. We have sales and service specialists in our product groups, such as Retirement Services and Mortgage Services, who are able to build relationships within their area of expertise and provide expertise and high quality service that creates an opportunity for a broader relationship across our suite of products and services.



•

Expanding to New Markets.   We believe that our profit centers are profitable and stable businesses when mature. We also believe that our product group and support center teams have a high degree of operating leverage (i.e., we believe that increasing the number of profit centers would not require a proportionate increase in our product group or support center expenses). Therefore, a key strategy of ours is to add incremental profit centers and grow them to maturity. The trends in the financial services industry that make our business model successful in our existing geographic markets also exist in other locations in the Western United States. Our analysis indicates that there are hundreds of markets and submarkets in the Western United States that could support our profit centers and fit our target demographics. As such, we will continue to explore new Western United States markets with favorable high net worth demographics and competitive marketplaces.

•

Growing our Core Deposit Franchise.   The strength of our deposit franchise is derived from the long-standing relationships we have with our clients and the strong ties we have to the markets we serve. Our deposit footprint has provided, and we believe will continue to provide, primary support for our loan growth. A key part of our strategy is to continue to enhance our funding sources by continuing to build our private and commercial banking capabilities to keep building our base of attractively priced core deposits.



•

Attracting Talent.   Our team of seasoned associates has been, and will continue to be, an important driver of our organic growth by further developing relationships with current and potential clients. We have a record of hiring experienced associates to enhance our organic growth, and sourcing and hiring talent will continue to be a core focus for us. We believe that this initial public offering will further enhance our ability to attract and retain this talent.



•

Developing New Products.   We seek to be the primary source of financial products and services for our clients. By continuing to expand our product offerings—either by internal product development or establishing third-party relationships—we work to meet expanding client needs while further diversifying our revenue streams. Most recently, we have added a Health Savings Account consulting capability to our business services team, again providing additional client ties to increase revenues per client, improve "stickiness," and allow for building broader relationships.

Risks Related to Our Company

        An investment in our common stock involves substantial risks and uncertainties. Investors should carefully consider all of the information in this prospectus, including the detailed discussion of these risks under "Risk Factors" beginning on page 28, prior to investing in our common stock. Some of the more significant risks include the following:

•

Our banking, trust and wealth advisory operations are geographically concentrated in Colorado, Arizona, Wyoming and California, leading to significant exposure to those markets.



•

Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses.



•

The investment management contracts we have with our clients are terminable without cause and on relatively short notice by our clients, which makes us vulnerable to short term declines in the performance of the securities under our management.



•

Our loan portfolio includes a significant number of commercial loans, which involve risks specific to commercial borrowers.



•

We may be subject to claims and litigation pertaining to our fiduciary responsibilities.



•

The market for investment managers and professionals is extremely competitive and the loss of a key investment manager to a competitor could adversely affect our investment advisory and wealth management business.



•

If we are unable to continue to originate residential real estate loans and sell them into the secondary market for a profit, our earnings could decrease.



•

The financial services industry is highly regulated, and legislative or regulatory actions taken now or in the future may have a significant adverse effect on our operations.



•

There is currently no regular market for our common stock. An active, liquid market for our common stock may not develop or be sustained upon completion of this offering, which may impair your ability to sell your shares.

•

The market price of our common stock may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the volume, prices and times desired.

Recent Developments

Preliminary Second Quarter Results

        Our consolidated financial statements for the three and six months ended June 30, 2018 are not yet available. The following selected preliminary unaudited consolidated financial information regarding our performance and financial condition as of and for the three and six months ended June 30, 2018 is based solely on management's estimates reflecting preliminary financial information, and remains subject to additional procedures and our consideration of subsequent events, particularly as it relates to material estimates and assumptions used in preparing management's estimates, which we expect to complete following this offering. These additional procedures could result in material changes to our preliminary estimates during the course of our preparation of condensed consolidated financial statements as of and for the three and six months ended June 30, 2018.

        The following estimates constitute forward-looking statements and are subject to risks and uncertainties, including those described under "Risk Factors—Risks Related to Our Business—There are material limitations with making preliminary estimates of our financial results as of and for the three and six month periods ended June 30, 2018 prior to the completion of our and our auditors' financial review procedures for such period" and "Cautionary Note Regarding Forward-Looking Statements." The following information should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our independent registered public accounting firm, Crowe Horwath LLP, has not audited or reviewed the preliminary financial information, and as such, does not express an opinion with respect to this preliminary financial information.

        The following tables contain selected preliminary unaudited financial information regarding our performance and financial position as of and for the periods indicated.

(Dollars in thousands, except per share amounts)		As of June 30, 2018 (Unaudited)			As of June 30, 2017 (Unaudited)
Selected Period End Balance Sheet Data:
Loans		$			$	741,252
Allowance for loan losses						6,981
Total assets						953,017
Noninterest-bearing deposits						208,490
Interest-bearing deposits						564,459
Total shareholders' equity						97,039
Preferred stock (liquidation preference)						25,468
Other Selected Data and Ratios:
Nonperforming assets to total assets						0.56	%
Total assets under management		$			$	5,109,887
Non-GAAP-Ratios:
Tangible common equity (1)		$			$	45,678
Tangible book value per common share (2)						8.24

---

(1)

Tangible common equity is a non-GAAP financial measure. We calculate tangible common equity as total shareholders' equity less preferred stock (liquidation preference), goodwill and other intangible

(Dollars in thousands, except per share amounts)		For the Three Months Ended June 30, 2018 (Unaudited)			For the Three Months Ended June 30, 2017 (Unaudited)			For the Six Months Ended June 30, 2018 (Unaudited)			For the Six Months Ended June 30, 2017 (Unaudited)
Selected Income Statement Data:
Interest income		$			$	7,372		$			$	15,650
Interest expense						1,437						2,719
Net interest income						6,666						12,931
Provision (release) for credit losses						261						486
Net interest income after provision for credit losses						6,405						12,445
Non-interest income						6,487						12,539
Non-interest expense						12,284						24,984
Income (loss) before income tax						608						1,434
Income tax expense (benefit)						208						504
Net income						400						930
Preferred dividends paid to preferred shareholders						570						1,146
Per Share Data:
Earnings (loss) per share, basic		$			$	(0.03	)	$			$	(0.04	)
Earnings (loss) per share, diluted		$			$	(0.03	)	$			$	(0.04	)
Book value per share (1)		$			$	12.91		$			$	12.91
Weighted average outstanding shares, basic						5,543,771						5,540,372
Weighted average outstanding shares, diluted						5,543,771						5,540,372
Common shares outstanding, end of period						5,544,078						5,544,078
Convertible preferred shares outstanding, end of period						46,000						46,000
Preferred shares outstanding, end of period						20,868						20,868
Summary Performance Ratios:
Return on average assets (2)						0.17	%					0.20	%
Return on average equity (2)						1.63	%					1.91	%
Net interest margin (2)						3.10	%					3.01	%
Net interest rate spread						2.88	%					2.78	%
Loan yield						4.09	%					3.95	%
Cost of funds						0.88	%					0.65	%
Efficiency ratio (3)						91.99	%					96.64	%

---

(1)

We calculate book value per share as total shareholders' equity less preferred stock (liquidation preference), at the end of the relevant period divided by the outstanding number of shares of our common stock at the end of the relevant period.

(2)

Three and six month periods are annualized.

(3)

Efficiency ratio is non-interest expense, less intangible amortization, divided by net interest income plus non-interest income. See our reconciliation of non-GAAP financial measures to their most directly comparable

        We expect to report net income for the three and six months ended June 30, 2018 of $             million and $             million, compared to $0.4 million and $0.9 million for the three and six months ended June 30, 2017, an increase of $             million, or        %, and an increase of $             million, or        %, respectively. We expect to report net income (loss) allocable to common shareholders for the three and six months ended June 30, 2018 of $             million and $             million, compared to $0.2 million and $0.2 million for the three and six months ended June 30, 2017, an increase of $             million, or        %, and an increase of $             million, or        %, respectively.

        The increase in estimated net income during the six months ended June 30, 2018 compared to the six months ended June 30, 2017 is primarily attributable to (i) an increase in net interest income resulting primarily from an increase in benchmark interest rates, along with growth in our interest earning assets, (ii) an increase in non-interest income resulting from an increase in trust and investment management fees due to growth in assets under management, (iii) an increase in net mortgage gain due to increased secondary sales activities and an increase in insurance fee income recorded, and (iv) a reduction in our effective tax rate due to lower federal tax rates.

        The increase in non-interest expense is primarily attributable to compensation costs resulting from the asset purchase of EMC and severance costs incurred in the six months ended June 30, 2018 related to headcount reduction.

        We expect estimated net income to result in an annualized return on average assets of approximately        % and        % for the three and six months ended June 30, 2018. We expect to report estimated diluted earnings per share of $            and $            for the three and six months ended June 30, 2018, as compared to a loss per share of $0.03 and $0.04 for the three and six months ended June 30, 2017.

        We expect to report total loans of $            million as of June 30, 2018, representing a $            , or        %, increase from December 31, 2017. We expect to report total assets of $            million as of June 30, 2018, representing a $            million, or        %, increase as compared to $969.7 million as of December 31, 2017 and $953.0 million, or        %, increase from June 30, 2017. We expect to report total deposits of $            million as of June 30, 2018, representing a $            , or        %, increase from December 31, 2017.

        Estimated increases in our net loans and total deposits were driven by organic growth. We expect to report net interest margin of        % and        % for the three and six months ended June 30, 2018 compared to 3.10% and 3.01% for the three and six months ended June 30, 2017. The expected increase in net interest margin was primarily driven by increasing loan yield, which we expect to report as        % and        % for the three and six months ended June 30, 2018 as compared to 4.09% and 3.95% for the three and six months ended June 30, 2017. The increase in our loan yield is primarily a result of an increase in the benchmark interest rates for the three and six months ended June 30, 2018 compared to the three and six months ended June 30, 2017.

        We expect to report total shareholders' equity of $        million as of June 30, 2018 compared to $97.0 million as of June 30, 2017 and $101.8 million as of December 31, 2017. As a result, we expect to report book value per share of $            as of June 30, 2018 compared to $12.91 as of June 30, 2017 and $13.18 as of December 31, 2017. Also, we expect to report tangible book value per common share of $            as of June 30, 2018 compared to $8.24 as of June 30, 2017, and $8.71 as of December 31, 2017. Tangible book value per common share is a non-GAAP financial measure. The most directly comparable GAAP financial measure for tangible book value per common share is book value per share. See

"Non-GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures" for a description and reconciliation of actual and estimated tangible book value per common share.

Recent Administrative and Operating Efficiencies

        During the six months ended June 30, 2018, we made several changes to streamline our operations and improve profitability, including consolidating administrative roles, reducing salaries and office space capacity. The consolidation of administrative roles resulted in a headcount reduction of 16 full-time equivalent employees, or 6.1% of our total headcount.

        We recorded pre-tax salary expense relating to these employees of $            and $            in the three and six months ended June 30, 2018. In addition, we recorded pre-tax severance costs of $            and $            in the three and six months ended June 30, 2018.

        Effective as of May 1, 2018, we sublet an office lease in our capital management segment at terms consistent with the current lease. We recorded pre-tax rent expense of $            and $            for the three and six months ended June 30, 2018 relative to this lease.

Corporate Information

        Our principal executive offices are located at 1900 16 ^th  Street, Suite 1200, Denver, Colorado 80202, and our telephone number at that address is (303) 531-8100. Our website address is www.myfw.com . We expect to make our periodic reports and other information filed with, or furnished to, the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with, or furnished to, the SEC. The information contained on our website is not a part of, or incorporated by reference into, this prospectus.