Form 8-K

8-K — FIRST NORTHERN COMMUNITY BANCORP

Accession: 0001437749-26-024915

Filed: 2026-07-30

Period: 2026-06-30

CIK: 0001114927

SIC: 6035 (SAVINGS INSTITUTION, FEDERALLY CHARTERED)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fnrn20260629_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_982643.htm)

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0001114927

2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 30, 2026

FIRST NORTHERN COMMUNITY BANCORP

(Exact Name of Registrant as Specified in Its Charter)

000-30707

(Commission File Number)

California

68-0450397

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

195 N First Street

Dixon, California 95620

(Address of principal executive offices, including zip code)

(707) 678-3041

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

FNRN

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION

On July 29, 2026, First Northern Community Bancorp issued a press release concerning financial results for the 2nd quarter of 2026, a copy of which is included as ITEM 9.01 (c) Exhibit 99.1 and incorporated herein by reference in both ITEM 2.02 and ITEM 7.01. The Company does not intend for this exhibit to be incorporated by reference into future filings under the Securities Exchange Act of 1934.

ITEM 7.01 REGULATION FD DISCLOSURE

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release, dated July 29, 2026

EXHIBIT INDEX

Exhibit

Document

99.1

Earnings Press Release, dated July 29, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date July 29, 2026

First Northern Community Bancorp

(Registrant)

/s/ Jeremiah Z. Smith

By: Jeremiah Z. Smith

President/Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_982643.htm · Sequence: 2

ex_982643.htm

EXHIBIT 99.1

First Northern Community Bancorp Reports Second Quarter 2026 Net Income of $4.7 Million

For immediate release

Dixon, Calif., July 29, 2026 — First Northern Community Bancorp (the “Company”, NASDAQ: FNRN), holding company for First Northern Bank (“First Northern” or the “Bank”), today reported net income of $10.6 million, or $0.64 per diluted share, for the six months ended June 30, 2026, up 16.4% compared to net income of $9.1 million, or $0.55 per diluted share, for the six months ended June 30, 2025.

Net income for the quarter ended June 30, 2026, was $4.7 million, or $0.29 per diluted share, down 13.5% compared to net income of $5.5 million, or $0.33 per diluted share, for the quarter ended June 30, 2025.

Total assets as of June 30, 2026, were $1.93 billion, an increase of $54.4 million, or 2.9%, compared to June 30, 2025. Total net loans, including loans held-for-sale, as of June 30, 2026, were $1.09 billion, an increase of $29.0 million, or 2.7%, compared to June 30, 2025. The increase in net loans was primarily driven by growth in commercial loans, which was partially offset by net reductions in commercial real estate, agriculture, residential mortgage and consumer loans. Total deposits as of June 30, 2026, were $1.69 billion, an increase of $28.6 million, or 1.7%, compared to June 30, 2025.

The Company continued to be “well capitalized” under regulatory definitions, exceeding the 10% total risk-based capital ratio threshold as of June 30, 2026.

Jeremiah Smith, President and Chief Executive Officer, commented, “We are pleased with our second quarter performance, highlighted by strong loan growth, continued credit quality improvements, and disciplined balance sheet management. Net loans increased by $27.9 million during the quarter, representing an annualized growth rate of 10.5%, while non-accrual loans declined by 7.1% to $4.6 million. Our net interest margin remained strong at 3.75%, and our cost of funds was well managed at 0.90%, reflecting the ongoing strength of our low-cost deposit franchise. The acquisition of Beacon Wealth in the fourth quarter of 2025 continued to improve our total non-interest income. Investment and brokerage services income for the quarter ended June 30, 2026 increased by 141.3% compared to the same quarter one year prior, contributing to a 14.7% increase in total non-interest income to $1.8 million compared to June 30, 2025.”

Further, “We also remain focused on managing operating expenses while investing in the future of the Bank. During the second quarter, our systems upgrade project accelerated, resulting in modest increases in staffing, data processing, and consulting expenses. We expect these elevated costs to continue through our planned fourth quarter project implementation, after which we anticipate enhanced capabilities, improved process efficiencies, and long-term operating benefits beginning in 2027.”

Lastly, Mr. Smith commented, “We remain committed to enhance and unlock shareholder value. On April 24, 2026, we successfully uplisted to The Nasdaq Capital Market, and, effective June 29,2026, we were added to the Russell 3000 Index. These milestones significantly increased trading volume, improved liquidity of our common stock, and expanded our visibility among institutional investors as index funds tracking the Russell 3000 acquired shares. In addition to improving our valuation, we continued to improve our book value per share, which increased from $13.03 at March 31, 2026 to $13.24 at June 30, 2026. Together, these achievements reflect the continued execution of our long-term strategy to create value for our shareholders while positioning the Company for future growth."

Second QUARTER HIGHLIGHTS (UNAUDITED)

Performance and operating highlights for the Company for the periods noted below included the following:

Three months ended

June 30,

March 31,

June 30,

(in thousands, except per share and share data)

2026

2025

Return on average assets (“ROAA”) (annualized)

0.98

1.24

1.18

Return on average equity (“ROAE”) (annualized)

8.80

11.21

11.67

Pre-tax income

6,215

7,612

7,597

Net income

4,728

5,906

5,466

Net interest margin (annualized)

3.75

3.83

3.85

Cost of funds (annualized)

0.90

0.88

Efficiency ratio

63.69

58.23

58.91

Basic earnings per common share

0.29

0.37

0.33

Diluted earnings per common share

0.29

0.36

0.33

Weighted average basic common shares outstanding

16,119,853

16,133,555

16,377,019

Weighted average diluted common shares outstanding

16,508,791

16,490,162

16,592,259

Shares outstanding at end of period

16,395,303

16,409,660

16,609,244

Book value per share

13.24

13.03

11.73

Leverage ratio

12.0

11.7

11.3

Common equity tier 1 capital ratio

17.7

17.8

16.9

Tier 1 capital ratio

17.7

17.8

16.9

Total capital ratio

19.0

19.1

18.1

Tangible common equity ratio

11.0

10.9

10.2

Reconciliation of Non-GAAP Financial Measures

Total shareholders' equity

217,154

213,799

194,885

Less mortgage servicing rights

(1,101

)

(1,126

)

(1,242

)

Less intangible assets

(3,834

)

(4,079

)

(2,952

)

Total tangible common stockholders' equity

212,219

208,594

190,691

Total assets

1,926,412

1,924,548

1,871,990

Less mortgage servicing rights

(1,101

)

(1,126

)

(1,242

)

Less intangible assets

(3,834

)

(4,079

)

(2,952

)

Total tangible assets

1,921,477

1,919,343

1,867,796

Tangible common equity ratio

11.0

10.9

10.2

Summary Results (Unaudited)

The following is a summary of the components of the Company’s operating results for the periods indicated:

Three months ended

June 30,

March 31,

(in thousands)

2026

$ Change

% Change

Selected operating data:

Net interest income

17,006

17,204

(198

)

(1.15

Provision for credit losses

600

300

100.00

Non-interest income

1,763

1,740

1.32

Non-interest expense

11,954

11,032

922

8.36

Pre-tax income

6,215

7,612

(1,397

)

(18.35

Provision for income taxes

1,487

1,706

(219

)

(12.84

Net income

4,728

5,906

(1,178

)

(19.95

Three months ended

June 30,

(in thousands)

2026

2025

$ Change

% Change

Selected operating data:

Net interest income

17,006

16,953

0.31

Provision for credit losses

600

—

600

Non-interest income

1,763

1,537

226

14.70

Non-interest expense

11,954

10,893

1,061

9.74

Pre-tax income

6,215

7,597

(1,382

)

(18.19

Provision for income taxes

1,487

2,131

(644

)

(30.22

Net income

4,728

5,466

(738

)

(13.50

Balance Sheet Summary (Unaudited)

June 30,

December 31,

(in thousands)

2026

2025

$ Change

% Change

Selected financial condition data:

Cash and cash equivalents

113,435

145,554

(32,119

)

(22.07

Total investments

618,931

617,243

1,688

0.27

Total loans, net

1,092,098

1,050,473

41,625

3.96

Total assets

1,926,412

1,910,950

15,462

0.81

Total deposits

1,691,887

1,679,143

12,744

0.76

Total liabilities

1,709,258

1,698,932

10,326

0.61

Total shareholders’ equity

217,154

212,018

5,136

2.42

Net Interest Income and Net Interest Margin (Unaudited)

The following table shows the components of net interest income and net interest margin for the quarterly periods indicated:

Three months ended

June 30, 2026

March 31, 2026

June 30, 2025

(in thousands)

Average Balance

Interest Income/ Expense

Yields Earned/ Rates Paid (1)

Average Balance

Interest Income/ Expense

Yields Earned/ Rates Paid (1)

Average Balance

Interest Income/ Expense

Yields Earned/ Rates Paid (1)

Assets

Interest-earning assets:

Loans

1,070,933

14,549

5.45

1,044,166

14,322

5.56

1,044,581

14,629

5.62

Certificates of deposit

10,699

107

4.01

10,558

106

4.07

15,112

157

4.17

Interest-bearing due from banks

102,368

1,034

4.05

125,045

1,098

3.56

85,828

1,010

4.72

Investment securities, taxable

569,985

4,529

3.19

573,637

4,434

3.13

560,021

4,137

2.96

Investment securities, non-taxable

54,549

438

3.22

57,685

447

3.14

49,497

391

3.17

Other interest-earning assets

10,870

149

5.50

10,870

555

20.71

10,808

250

9.28

Total average interest-earning assets

1,819,404

20,806

4.59

1,821,961

20,962

4.67

1,765,847

20,574

4.67

Non-interest-earning assets:

Cash and due from banks

30,581

29,481

30,777

Premises & equipment, net

8,969

8,693

7,866

Interest receivable and other assets

67,325

65,134

53,556

Total average assets

1,926,279

1,925,269

1,858,046

Liabilities and Stockholders’ Equity

Interest-bearing liabilities:

Interest-bearing transaction deposits

451,794

810

0.72

444,368

766

0.70

428,553

693

0.65

Savings and MMDA’s

477,236

1,857

1.56

475,494

1,809

1.54

447,276

1,602

1.44

Time, $250,000 and under

84,760

677

3.20

85,614

723

3.42

88,024

889

4.05

Time, over $250,000

53,683

456

3.41

55,793

460

3.34

51,942

362

2.80

FHLB advances

—

6,593

4.56

Total average interest-bearing liabilities

1,067,473

3,800

1.43

1,061,269

3,758

1.44

1,022,388

3,621

1.42

Non-interest-bearing liabilities:

Non-interest-bearing demand deposits

626,901

632,800

634,352

Interest payable and other liabilities

16,485

17,462

13,505

Total average liabilities

1,710,859

1,711,531

1,670,245

Total average stockholders’ equity

215,420

213,738

187,801

Total average liabilities and stockholders’ equity

1,926,279

1,925,269

1,858,046

Net interest income and net interest margin

17,006

3.75

17,204

3.83

16,953

3.85

(1)

For disclosure purposes, yield/rates are annualized by dividing the number of days in the reported period by 365.

About First Northern Bank

First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, serves Solano, Yolo, Sacramento, Placer, Colusa, and Glenn counties, as well as the west slope of El Dorado County. Experts are available in small business, commercial, real estate, and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Real estate mortgage and small-business loan officers are available by appointment at any of the Bank’s 14 branches, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn, Rancho Cordova, Colusa, Willows, and Orland. Non-FDIC insured Investment and Brokerage Services are also available at every branch location. First Northern Bank is rated as a Veribanc “Green-3 Star Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended September 30, 2025 (www.veribanc.com) and (www.bauerfinancial.com). For additional information, please visit thatsmybank.com or call (707) 678-7742. Member FDIC. Equal Housing Lender.

Forward-Looking Statements

This press release and other public statements may include certain “forward-looking statements” about First Northern Community Bancorp and its subsidiaries (the “Company”). These forward-looking statements are based on management’s current expectations, including but not limited to statements about the Company’s performance and the strength of its low-cost deposit franchise, focus on managing operating expenses and improving shareholder value and positioning the Company for future growth, and the expected costs and potential benefits of the Company's systems upgrade project, and are subject to certain risks, uncertainties and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, trade, business, competitive, market and regulatory factors. More detailed information about these risk factors is contained in the Company’s reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements. Any anticipated benefits of the uplisting of the Company’s common stock to The Nasdaq Capital Market are subject to market conditions and other factors outside of the Company’s control, and no assurance can be given as to the effect that the uplisting may have on the trading volume of our stock or on the liquidity of an investment in our stock. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent reports on Form 10-K and Form 10-Q, and any reports on Form 8-K. Readers are cautioned not to place undue reliance on forward‑looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made, except as may be required by applicable law. For further information regarding the Company, please read the Company’s reports filed with the SEC and available at www.sec.gov.

Contact:

Jeremiah Z. Smith

President & Chief Executive Officer

First Northern Community Bancorp

& First Northern Bank

P.O. Box 547

Dixon, California (707) 678-3041

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v3.26.1

Document And Entity Information

Jun. 30, 2026

Document Information [Line Items]

Entity, Registrant Name

FIRST NORTHERN COMMUNITY BANCORP

Document, Type

8-K

Document, Period End Date

Jun. 30, 2026

Entity, File Number

000-30707

Entity, Incorporation, State or Country Code

Entity, Tax Identification Number

68-0450397

Entity, Address, Address Line One

195 N First Street

Entity, Address, City or Town

Dixon

Entity, Address, State or Province

Entity, Address, Postal Zip Code

95620

City Area Code

707

Local Phone Number

678-3041

Written Communications

false

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false

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Title of 12(b) Security

FNRN

Trading Symbol

FNRN

Security Exchange Name

NASDAQ

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration