Form 8-K

8-K — FIRST NORTHERN COMMUNITY BANCORP

Accession: 0001437749-26-013937

Filed: 2026-04-30

Period: 2026-03-31

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 — fnrn20260409_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_943598.htm)

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0001114927

2026-03-31

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): March 31, 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 April 29, 2026, First Northern Community Bancorp issued a press release concerning financial results for the 1st 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 April 29, 2026

EXHIBIT INDEX

Exhibit

Document

99.1

Earnings Press Release, dated April 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 April 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_943598.htm · Sequence: 2

ex_943598.htm

EXHIBIT 99.1

First Northern Community Bancorp Reports First Quarter 2026 Net Income of $5.9 Million

For immediate release

Dixon, Calif., April 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 $5.9 million, or $0.36 per diluted share, for the three months ended March 31, 2026, up 60.9% compared to net income of $3.7 million, or $0.22 per diluted share, for the three months ended March 31, 2025.

Total assets as of March 31, 2026, were $1.92 billion, an increase of $48.8 million, or 2.6%, compared to March 31, 2025. Total net loans as of March 31, 2026, were $1.06 billion, an increase of $23.8 million, or 2.3%, compared to March 31, 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 March 31, 2026, were $1.69 billion, an increase of $19.9 million, or 1.2%, compared to March 31, 2025.

The Company continued to be “well capitalized” under regulatory definitions, exceeding the 10% total risk-based capital ratio threshold as of March 31, 2026.

Jeremiah Smith, President and Chief Executive Officer commented, “The Company delivered strong financial results in the first quarter with net income of $5.9 million, an increase of 60.9% when compared to the net income of $3.7 million in the first quarter of 2025. Net interest margin expanded to 3.83%, up 19 basis points or 5.2% from 3.64% reported for the same quarter last year. This improvement was driven by loan growth and improved yields on interest-earning assets, while we maintained a disciplined cost of funds at 90 basis points for the first quarter. As a result, net interest income after provision for credit losses increased by $1.8 million or 12.0%.”

Commenting further, “In addition to the growth in net interest income we experienced an increase in non-interest income, primarily driven by our Beacon Wealth client acquisition in the fourth quarter of 2025. Investment and Brokerage income rose 154.3% in the first quarter when compared to the same quarter last year. At the same time, we maintained strong expense discipline, with operating expenses decreasing by 4.8% year-over-year, primarily due to lower consulting fees and loan collection expenses incurred during the current period.

Lastly, Mr. Smith commented, “We remained focused on enhancing shareholder value, as reflected in our book value per share, increasing from $12.92 at December 31, 2025 to $13.03 at March 31, 2026. We also returned capital to shareholders through a 5% stock dividend paid on March 25, 2026, and announced a new stock repurchase program of up to 6% of outstanding shares on March 26, 2026. Subsequent to quarter-end, we uplisted from the OTCQX and the Company's common stock commenced trading on The Nasdaq Capital Market on April 24, 2026, which should further strengthen our market presence.”

First QUARTER HIGHLIGHTS (UNAUDITED)

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

Three months ended

March 31,

December 31,

March 31,

(in thousands, except per share and share data)

2026

2025

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

1.24

1.23

0.79

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

11.21

11.40

8.23

Pre-tax income

7,612

8,270

4,956

Net income

5,906

5,978

3,671

Net interest margin (annualized)

3.83

3.85

3.64

Cost of funds (annualized)

0.90

0.92

0.86

Efficiency ratio

58.23

61.31

66.62

Basic earnings per common share

0.37

0.22

Diluted earnings per common share

0.36

0.22

Weighted average basic common shares outstanding

16,133,555

16,165,014

16,420,431

Weighted average diluted common shares outstanding

16,490,162

16,534,164

16,661,559

Shares outstanding at end of period

16,409,660

16,406,281

16,692,825

Book value per share

13.03

12.92

11.25

Leverage ratio

11.7

11.3

10.9

Common equity tier 1 capital ratio

17.8

17.6

16.1

Tier 1 capital ratio

17.8

17.6

16.1

Total capital ratio

19.1

18.9

17.4

Tangible common equity ratio

10.87

10.84

9.80

Reconciliation of Non-GAAP Financial Measures

Total shareholders' equity

213,799

212,018

187,805

Less mortgage servicing rights

(1,126

)

(1,159

)

(1,279

)

Less intangible assets

(4,079

)

(4,332

)

(3,132

)

Total tangible common stockholders' equity

208,594

206,527

183,394

Total assets

1,924,548

1,910,950

1,875,700

Less mortgage servicing rights

(1,126

)

(1,159

)

(1,279

)

Less intangible assets

(4,079

)

(4,332

)

(3,132

)

Total tangible assets

1,919,343

1,905,459

1,871,289

Tangible common equity ratio

10.87

10.84

9.80

Summary Results (Unaudited)

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

Three months ended

March 31,

December 31,

(in thousands)

2026

2025

$ Change

% Change

Selected operating data:

Net interest income

17,204

17,729

(525

)

(2.96

Provision for (reversal of) credit losses

300

(850

)

1,150

135.29

Non-interest income

1,740

1,449

291

20.08

Non-interest expense

11,032

11,758

(726

)

(6.17

Pre-tax income

7,612

8,270

(658

)

(7.96

Provision for income taxes

1,706

2,292

(586

)

(25.57

Net income

5,906

5,978

(72

)

(1.20

Three months ended

March 31,

(in thousands)

2026

2025

$ Change

% Change

Selected operating data:

Net interest income

17,204

15,943

1,261

7.91

Provision for credit losses

300

850

(550

)

(64.71

Non-interest income

1,740

1,453

287

19.75

Non-interest expense

11,032

11,590

(558

)

(4.81

Pre-tax income

7,612

4,956

2,656

53.59

Provision for income taxes

1,706

1,285

421

32.76

Net income

5,906

3,671

2,235

60.88

Balance Sheet Summary (Unaudited)

March 31,

December 31,

(in thousands)

2026

2025

$ Change

% Change

Selected financial condition data:

Cash and cash equivalents

139,584

145,554

(5,970

)

(4.10

Total investments

623,282

617,243

6,039

0.98

Total loans, net

1,064,622

1,050,473

14,149

1.35

Total assets

1,924,548

1,910,950

13,598

0.71

Total deposits

1,694,698

1,679,143

15,555

0.93

Total liabilities

1,710,749

1,698,932

11,817

0.70

Total shareholders’ equity

213,799

212,018

1,781

0.84

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

March 31, 2026

December 31, 2025

March 31, 2025

Yields

Interest

Earned/

Interest

Earned/

Interest

Earned/

Average

Income/

Rates

Average

Income/

Rates

Average

Income/

Rates

(in thousands)

Balance

Expense

Paid (1)

Balance

Expense

Paid (1)

Balance

Expense

Paid (1)

Assets

Interest-earning assets:

Loans

1,044,166

14,322

5.56

1,050,919

15,179

5.73

1,042,559

13,602

5.29

Certificates of deposit

10,558

106

4.07

11,709

122

4.13

15,868

161

4.11

Interest-bearing due from banks

125,045

1,098

3.56

139,963

1,465

4.15

70,468

727

4.18

Investment securities, taxable

573,637

4,434

3.13

557,389

4,230

3.01

587,332

4,348

3.00

Investment securities, non-taxable

57,685

447

3.14

56,151

439

3.10

50,403

393

3.16

Other interest-earning assets

10,870

555

20.71

10,871

251

9.16

10,518

272

10.49

Total average interest-earning assets

1,821,961

20,962

4.67

1,827,002

21,686

4.71

1,777,148

19,503

4.45

Non-interest-earning assets:

Cash and due from banks

29,481

31,324

34,338

Premises & equipment, net

8,693

8,466

9,145

Interest receivable and other assets

65,134

66,699

52,755

Total average assets

1,925,269

1,933,491

1,873,386

Liabilities and Stockholders’ Equity

Interest-bearing liabilities:

Interest-bearing transaction deposits

444,368

766

0.70

427,612

770

0.71

432,335

691

0.65

Savings and MMDA’s

475,494

1,809

1.54

471,222

1,928

1.62

451,198

1,550

1.39

Time, $250,000 and under

85,614

723

3.42

89,058

973

4.33

99,503

973

3.97

Time, over $250,000

55,793

460

3.34

54,256

286

2.09

44,028

346

3.19

Total average interest-bearing liabilities

1,061,269

3,758

1.44

1,042,148

3,957

1.51

1,027,064

3,560

1.41

Non-interest-bearing liabilities:

Non-interest-bearing demand deposits

632,800

665,760

651,590

Interest payable and other liabilities

17,462

17,496

13,919

Total average liabilities

1,711,531

1,725,404

1,692,573

Total average stockholders’ equity

213,738

208,087

180,813

Total average liabilities and stockholders’ equity

1,925,269

1,933,491

1,873,386

Net interest income and net interest margin

17,204

3.83

17,729

3.85

15,943

3.64

(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 focus on improving shareholder value and the potential benefits of the uplisting of the Company’s common stock to The Nasdaq Capital Market, 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

Mar. 31, 2026

Document Information [Line Items]

Entity, Registrant Name

FIRST NORTHERN COMMUNITY BANCORP

Document, Type

8-K

Document, Period End Date

Mar. 31, 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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FNRN

Trading Symbol

FNRN

Security Exchange Name

NASDAQ

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- 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

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