Equibles

10-Q

FIRST NORTHERN COMMUNITY BANCORP (FNRN)

10-Q 2025-08-08 For: 2025-06-30
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number 000-30707

First Northern Community Bancorp

(Exact name of registrant as specified in its charter)

California 68-0450397
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
195 N. First Street, Dixon, California 95620
--- ---
(Address of principal executive offices) (Zip Code)

707 -678-3041

(Registrant’s telephone number including area code)

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

Title of each class Trading symbols(s) Name of each exchange on which registered
None Not Applicable Not Applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No  ☒

The number of shares of Common Stock outstanding as of August 4, 2025 was 15,780,933.

FIRST NORTHERN COMMUNITY BANCORP

INDEX

Page
PART I – Financial Information 3
ITEM I. – Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets (Unaudited) 3
Condensed Consolidated Statements of Income (Unaudited) 4
Condensed Consolidated Statements of Comprehensive Income (Unaudited) 5
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) 6
Condensed Consolidated Statements of Cash Flows (Unaudited) 7
Notes to Condensed Consolidated Financial Statements 8
ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 35
ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 53
ITEM 4. – CONTROLS AND PROCEDURES 53
PART II – OTHER INFORMATION 53
ITEM 1. – LEGAL PROCEEDINGS 53
ITEM 1A. – RISK FACTORS 53
ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 59
ITEM 3. – DEFAULTS UPON SENIOR SECURITIES 59
ITEM 4. – MINE SAFETY DISCLOSURES 59
ITEM 5. – OTHER INFORMATION 59
ITEM 6. – EXHIBITS 60
SIGNATURES 61

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Index

PART I – FINANCIAL INFORMATION

FIRST NORTHERN COMMUNITY BANCORP

ITEM I.    – FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share amounts) December 31, 2024
Assets
Cash and cash equivalents 126,851 $ 119,448
Certificates of deposit 14,576 16,074
Investment securities – available-for-sale, at estimated fair value, net of allowance for credit losses of 0; amortized cost of 625,983<br> at June 30, 2025 and 682,346 at December 31, 2024 593,550 633,853
Loans, net of allowance for credit losses of 16,122 at June 30, 2025 and 15,885 at December 31, 2024 1,063,458 1,046,852
Stock in Federal Home Loan Bank and other equity securities, at cost 10,871 10,518
Premises and equipment, net 7,935 9,248
Other real estate owned 1,241 —
Core deposit intangible, net 2,952 3,321
Interest receivable and other assets 50,556 52,408
Total Assets 1,871,990 $ 1,891,722
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Demand deposits 688,039 $ 715,424
Interest-bearing transaction deposits 381,063 376,250
Savings and MMDA’s 464,093 458,445
Time, 250,000 or less 81,808 108,598
Time, over 250,000 48,274 41,372
Total deposits 1,663,277 1,700,089
Interest payable and other liabilities 13,828 15,301
Total Liabilities 1,677,105 1,715,390
Commitments and contingencies (Note 7)
Stockholders’ Equity:
Common stock, no<br> par value; 32,000,000 shares authorized; 15,818,328 shares issued and outstanding at June 30, 2025 and 15,943,051 shares issued<br> and outstanding at December 31, 2024 126,468 127,902
Additional paid-in capital 977 977
Retained earnings 90,081 81,304
Accumulated other comprehensive loss, net (22,641 ) (33,851 )
Total Stockholders’ Equity 194,885 176,332
Total Liabilities and Stockholders’ Equity 1,871,990 $ 1,891,722

All values are in US Dollars.

See notes to unaudited condensed consolidated financial statements.

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FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED

  STATEMENTS OF INCOME \(UNAUDITED\)
(in thousands, except per share amounts) Three months<br><br> <br>ended<br><br> <br>June 30, 2025 Three months<br><br> <br>ended<br><br> <br>June 30, 2024 Six months<br><br> <br>ended<br><br> <br>June 30, 2025 Six months<br><br> <br>ended<br><br> <br>June 30, 2024
Interest and dividend income:
Loans $ 14,629 $ 13,830 $ 28,231 $ 27,305
Due from banks interest bearing accounts 1,167 2,084 2,055 3,799
Investment securities
Taxable 4,137 3,088 8,485 5,933
Non-taxable 391 261 784 513
Other earning assets 250 267 522 523
Total interest and dividend income 20,574 19,530 40,077 38,073
Interest expense:
Deposits 3,546 3,552 7,106 6,733
FHLB advances 75 — 75 —
Total interest expense 3,621 3,552 7,181 6,733
Net interest income 16,953 15,978 32,896 31,340
Provision for credit losses — 1,050 850 750
Net interest income after provision for credit losses 16,953 14,928 32,046 30,590
Non-interest income:
Service charges on deposit accounts 415 437 837 865
Gains on sales of loans held-for-sale 10 5 24 5
Investment and brokerage services income 150 137 301 276
Mortgage brokerage income — 11 — 20
Loan servicing income 71 66 147 133
Debit card income 698 705 1,351 1,364
Losses on sales/calls of available-for-sale securities (36 ) (38 ) (89 ) (80 )
Other income 229 161 419 408
Total non-interest income 1,537 1,484 2,990 2,991
Non-interest expenses:
Salaries and employee benefits 6,195 5,593 12,569 12,264
Occupancy and equipment 1,280 1,183 2,419 2,310
Data processing 1,099 966 2,195 1,986
Stationery and supplies 65 82 148 142
Advertising 97 86 230 194
Directors’ fees 87 86 134 155
Amortization of core deposit intangible 180 203 369 414
Other expense 1,890 2,100 4,419 4,061
Total non-interest expenses 10,893 10,299 22,483 21,526
Income before provision for income taxes 7,597 6,113 12,553 12,055
Provision for income taxes 2,131 1,689 3,416 3,355
Net income $ 5,466 $ 4,424 $ 9,137 $ 8,700
Basic earnings per common share $ 0.35 $ 0.28 $ 0.58 $ 0.55
Diluted earnings per common share $ 0.35 $ 0.27 $ 0.58 $ 0.54

See notes to unaudited condensed consolidated financial statements.

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Index

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF

    COMPREHENSIVE INCOME \(UNAUDITED\)
(in thousands) Three months<br><br> <br>ended<br><br> <br>June 30, 2024 Six months<br><br> <br>ended<br><br> <br>June 30, 2025 Six months<br><br> <br>ended<br><br> <br>June 30, 2024
Net income 5,466 $ 4,424 $ 9,137 $ 8,700
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) arising during the period, net of tax effect of 1,111 and 4 for the three months ended June 30, 2025 and June 30, 2024, respectively,<br> and 4,824 and (621)<br> for the six months ended June 30, 2025 and June 30, 2024, respectively 2,298 7 11,147 (1,483 )
Less: reclassification adjustment due to losses realized on sales of securities, net of tax effect of 10 and 11 for the three months<br> ended June 30, 2025<br> and June 30, 2024,<br> respectively, and 26 and 24<br> for the six months ended June 30, 2025 and June 30, 2024, respectively 26 27 63 56
Other comprehensive income (loss), net of tax 2,324 $ 34 $ 11,210 $ (1,427 )
Comprehensive income 7,790 $ 4,458 $ 20,347 $ 7,273

All values are in US Dollars.

See notes to unaudited condensed consolidated financial statements.

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FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)

Common Stock Additional<br><br> <br>Paid-in Retained Accumulated<br><br> <br>Other<br><br> <br>Comprehensive
Shares Amounts Capital Earnings Loss, net of tax Total
Balance at December 31, 2023 15,482,332 $ 123,235 $ 977 $ 68,760 $ (33,727 ) $ 159,245
Net income 4,276 4,276
Other comprehensive loss, net of taxes (1,461 ) (1,461 )
Stock dividend adjustment 2,671 325 (325 ) —
Cash in lieu of fractional shares (148 ) (7 ) (7 )
Stock-based compensation 296 296
Common shares issued related to restricted stock grants, net of restricted stock reversals 57,489 — —
Stock options exercised, net of swapped shares 8,387 — —
Balance at March 31, 2024 15,550,731 $ 123,856 $ 977 $ 72,704 $ (35,188 ) $ 162,349
Net income 4,424 4,424
Other comprehensive income, net of taxes 34 34
Stock-based compensation 159 159
Common shares issued related to restricted stock grants 4,470 — —
Stock repurchase and retirement (137,500 ) (1,239 ) (1,239 )
Stock options exercised, net of swapped shares 1,872 — —
Balance at June 30, 2024 15,419,573 $ 122,776 $ 977 $ 77,128 $ (35,154 ) $ 165,727
Balance at<br> December 31, 2024 15,943,051 $ 127,902 $ 977 $ 81,304 $ (33,851 ) $ 176,332
Net<br> income 3,671 3,671
Other comprehensive income, net of<br> taxes 8,886 8,886
Stock<br> dividend adjustment (616 ) 352 (352 ) —
Cash in lieu of fractional shares (129 ) (8 ) (8 )
Stock-based<br><br><br><br><br><br><br><br><br><br><br><br><br><br> compensation 198 198
Common shares issued related to<br> restricted stock grants 64,807 — —
Stock<br> options exercised, net of swapped shares 17,936 — —
Stock<br> repurchase and retirement (127,120 ) (1,274 ) (1,274 )
Balance at March 31, 2025 15,897,929 $ 127,178 $ 977 $ 84,615 $ (24,965 ) $ 187,805
Net income 5,466 5,466
Other<br> comprehensive income, net of taxes 2,324 2,324
Stock-based compensation 166 166
Stock<br> options exercised, net of swapped shares 9,162 — —
Stock<br> repurchase and retirement (88,763 ) (876 ) (876 )
Balance at June 30, 2025 15,818,328 $ 126,468 $ 977 $ 90,081 $ (22,641 ) $ 194,885

See notes to unaudited condensed consolidated financial statements.

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FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF

  CASH FLOWS \(UNAUDITED\)
(in thousands)
Six months ended<br><br> <br>June 30, 2025 Six months ended<br><br> <br>June 30, 2024
Cash Flows From Operating Activities
Net income $ 9,137 $ 8,700
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 503 532
Accretion and amortization of investment securities premiums and discounts, net (681 ) 505
Decrease in deferred loan origination fees and costs, net (197 ) (36 )
Amortization of core deposit intangible 369 414
Provision for credit losses 850 750
Stock-based compensation 364 455
Losses on sales/calls of available-for-sale securities 89 80
Amortization of operating lease right-of-use asset 438 510
Gains on sales of loans held-for-sale (24 ) (5 )
Proceeds from sales of loans held-for-sale 1,908 1,699
Originations of loans held-for-sale (1,884 ) (1,961 )
Changes in assets and liabilities:
Increase in interest receivable and other assets (3,436 ) (1,533 )
Decrease in interest payable and other liabilities (1,473 ) (4,914 )
Net cash provided by operating activities 5,963 5,196
Cash Flows From Investing Activities
Proceeds from calls or maturities of available-for-sale securities 24,000 42,785
Proceeds from sales of available-for-sale securities 27,315 2,932
Principal repayments on available-for-sale securities 42,420 35,155
Purchases of available-for-sale securities (36,780 ) (72,199 )
Proceeds from maturities of certificates of deposit 2,208 5,430
Purchases of certificates of deposit (710 ) (2,580 )
Net (increase) decrease in loans (17,259 ) 2,603
Purchases of Federal Home Loan Bank stock and other equity securities, at cost (353 ) —
Purchases of premises and equipment (431 ) (119 )
Net cash provided by investing activities 40,410 14,007
Cash Flows From Financing Activities
Net (decrease) increase in deposits (36,812 ) 14,615
Cash dividends paid in lieu of fractional shares (8 ) (7 )
Repurchases of common stock (2,150 ) (1,239 )
Net cash (used in) provided by financing activities (38,970 ) 13,369
Net increase in Cash and Cash Equivalents 7,403 32,572
Cash and Cash Equivalents, beginning of period 119,448 149,211
Cash and Cash Equivalents, end of period $ 126,851 $ 181,783
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 7,813 $ 7,151
Income taxes 3,620 4,520
Supplemental disclosures of non-cash investing and financing activities:
Stock dividend distributed 7,510 6,392
Unrealized holding gains (losses) on available-for-sale securities, net of taxes 11,210 (1,427 )
Market value of shares tendered in-lieu of cash to pay for exercise of options 805 348
Transfer of premises and equipment to other real estate owned 1,241 —

See notes to unaudited condensed consolidated financial statements.

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FIRST NORTHERN COMMUNITY BANCORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025 and 2024 and December 31, 2024

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of First Northern Community Bancorp (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of results expected for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. All material intercompany balances and transactions have been eliminated in consolidation.

2. ACCOUNTING POLICIES

The most significant accounting policies followed by the Company are presented in Note 1 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic

    740\): Improvements to Income Tax Disclosures. Among other things, these amendments provide additional transparency into an entity’s income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The
  standard requires that public business entities disclose, on an annual basis, specific categories in the rate reconciliation and additional information for reconciling items meeting a certain quantitative threshold. The amendments also require that
  entities disclose on an annual basis: 1\) income taxes paid \(net of refunds received\) disaggregated by federal \(national\), state, and foreign taxes and 2\) the income taxes paid \(net of refunds received\) disaggregated by individual jurisdictions
  exceeding 5% of total income taxes paid \(net of refunds received\). The amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company has evaluated this ASU and does not expect the adoption to
  have a material impact on the Company’s consolidated financial statements.

In March 2024, the FASB issued guidance within ASU 2024-01, Compensation—Stock

    Compensation \(Topic 718\): Scope Application of Profits Interest and Similar Awards. The amendments in the ASU apply to companies that provide employees and non-employees with profits interest and similar awards to align compensation with a
  company’s operating performance and provide those holders with the opportunity to participate in future profits and/or equity appreciation of the company. The purpose of the ASU is to clarify the application of the scope guidance in Accounting
  Standards Codification \(ASC\) paragraph 718-10-15-3 in determining if a profit interest award should be accounted for in accordance with Topic 718: Compensation—Stock Compensation. The amendment in ASC paragraph 718-10-15-3 is solely intended to
  improve the overall clarity and does not change the guidance. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or
  made available for issuance. If a company adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes the interim period. The amendments should be applied either \(1\) retrospectively to all
  prior periods presented in the financial statements or \(2\) on a prospective basis. The Company has evaluated this ASU and does not expect the adoption to have a material impact on the Company’s consolidated financial statements, as the Company does
  not typically provide these types of awards.

In November 2024, the FASB issued ASU 2024-03, Income Statement -

    Reporting Comprehensive Income - Expense Disaggregation Disclosures \(Subtopic 220-40\): Disaggregation of Income Statement Expenses. This ASU requires public companies to disclose, in the notes to financial statements, specified information
  about certain costs and expenses at each interim and annual reporting period.

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In January 2025, the FASB issued ASU 2025-01,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation

Disclosures (Subtopic 220-40): Clarifying the Effective Date.  ASU 2025-01 amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.  Early adoption of ASU 2024-03 is permitted.  The Company is evaluating the accounting and disclosure requirements of this update and the impact of adopting the new guidance on the consolidated financial statements.

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3. INVESTMENT SECURITIES

The amortized cost, unrealized gains and losses, estimated fair values, and allowance for credit losses (ACL) of investments in debt and other securities at June 30, 2025 are summarized as follows:

(in thousands) Amortized<br><br> <br> <br>cost Unrealized<br><br> <br> <br>gains Unrealized<br><br> <br> <br>losses Estimated<br><br> <br>fair value ACL
Investment securities available-for-sale:
U.S. Treasury securities $ 86,783 $ 339 $ (790 ) $ 86,332 $ —
Securities of U.S. government agencies and<br> corporations 90,069 325 (2,836 ) 87,558 —
Obligations of states and political subdivisions 71,658 106 (5,745 ) 66,019 —
Collateralized mortgage obligations 106,566 108 (13,215 ) 93,459 —
Mortgage-backed securities 270,907 814 (11,539 ) 260,182 —
Total debt securities $ 625,983 $ 1,692 $ (34,125 ) $ 593,550 $ —

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at December 31, 2024 are summarized as follows:

(in thousands) Amortized<br><br> <br> <br>cost Unrealized<br><br> <br> <br>gains Unrealized<br><br> <br> <br>losses Estimated<br><br> <br>fair value ACL
Investment securities available-for-sale:
U.S. Treasury securities $ 107,188 $ 134 $ (1,777 ) $ 105,545 $ —
Securities of U.S. government agencies and<br> corporations 100,218 62 (4,596 ) 95,684 —
Obligations of states and political subdivisions 72,576 87 (5,072 ) 67,591 —
Collateralized mortgage obligations 113,641 5 (18,701 ) 94,945 —
Mortgage-backed securities 288,723 70 (18,705 ) 270,088 —
Total debt securities $ 682,346 $ 358 $ (48,851 ) $ 633,853 $ —

The Company generated $23,948,000 and $1,961,000 in proceeds from sales of available-for-sale securities for the three-month periods ended June 30, 2025 and 2024, respectively. The Company generated $27,315,000

    and $2,932,000 in proceeds from sales of available-for-sale securities for the six-month periods ended June 30, 2025 and 2024,
    respectively. Gross realized gains
      on sales of available-for-sale securities were $93,000

        and $0 for the three month periods ended June 30, 2025 and 2024, respectively. Gross realized gains on sales of available-for-sale securities were $93,000 and $0 for the six-month periods
    ended June 30, 2025 and 2024, respectively. Gross realized losses on sales of available-for-sale securities were $129,000 and $38,000 for the three-month periods ended June 30, 2025 and 2024, respectively. Gross realized losses on sales of available-for-sale securities were $182,000 and $80,000 for the six-month
    periods ended June 30, 2025 and 2024, respectively.

The amortized cost and estimated fair value of debt and other securities at June 30, 2025, by contractual maturity, are shown in the following table:

(in thousands) Amortized<br><br> <br> <br>cost Estimated<br><br> <br> <br>fair value
Maturity in years:
Due in one year or<br> less $ 53,321 $ 53,105
Due after one year<br> through five years 115,710 113,092
Due after five years<br> through ten years 36,157 34,912
Due after ten years 43,322 38,800
Subtotal 248,510 239,909
Mortgage-backed<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br> securities & collateralized mortgage obligations 377,473 353,641
Total $ 625,983 $ 593,550

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.  In addition, factors such as prepayments and interest rates may affect the yield on the carrying

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value of mortgage-related securities.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of June 30, 2025, follows:

(in thousands) Less than 12 months 12 months or more Total
Fair Value Unrealized<br><br> <br> <br>losses Fair Value Unrealized<br><br> <br> <br>losses Fair Value Unrealized<br><br> <br> <br>losses
U.S. Treasury securities $ 14,121 $ (66 ) $ 24,958 $ (724 ) $ 39,079 $ (790 )
Securities of U.S. government agencies and<br> corporations 8,959 (145 ) 53,478 (2,691 ) 62,437 (2,836 )
Obligations of states and political subdivisions 26,149 (1,516 ) 32,154 (4,229 ) 58,303 (5,745 )
Collateralized mortgage obligations 13,481 (1,008 ) 60,844 (12,207 ) 74,325 (13,215 )
Mortgage-backed securities 47,648 (626 ) 132,658 (10,913 ) 180,306 (11,539 )
Total $ 110,358 $ (3,361 ) $ 304,092 $ (30,764 ) $ 414,450 $ (34,125 )

Eighty-three securities, all considered investment grade, which had an aggregate fair value of $110,358,000 and a total unrealized loss of $3,361,000, have been in an unrealized loss position for less than twelve months as of June 30, 2025.  Three hundred and seventy-one securities, all considered investment grade, which had an aggregate fair value of $304,092,000 and a total unrealized loss of $30,764,000, have been in an unrealized loss position for more than twelve months as of June 30, 2025.  The unrealized losses on the Company’s investment securities were caused by market conditions for these types of investments, particularly changes in risk-free interest rates.  The decline in fair value is attributable to changes in interest rates and not credit quality, and the Company does not intend to sell the securities.  The Company has concluded it is not more likely than not that the Company will be required to sell these securities prior to recovery of their anticipated cost basis. Therefore, as of June 30, 2025 and December 31, 2024 the Company had not recorded an allowance for credit losses on these securities and the unrecognized or unrealized losses on these securities have not been recognized into income.

The fair value of investment securities could decline in the future if the general economy deteriorates, inflation and interest rates increase, credit ratings decline, the issuer’s financial condition deteriorates, or the liquidity for securities declines. As a result, an allowance for credit loss may occur in the future.

An analysis of gross unrealized losses of the available-for-sale investment securities portfolio as of December 31, 2024, follows:

(in thousands) Less than 12 months 12 months or more Total
Fair Value Unrealized<br><br> <br> <br>losses Fair Value Unrealized<br><br> <br> <br>losses Fair Value Unrealized<br><br> <br> <br>losses
U.S. Treasury Securities $ 27,055 $ (431 ) $ 42,603 $ (1,346 ) $ 69,658 $ (1,777 )
Securities of U.S. government agencies and<br> corporations 22,383 (471 ) 58,585 (4,125 ) 80,968 (4,596 )
Obligations of states and political subdivisions 33,078 (1,083 ) 29,025 (3,989 ) 62,103 (5,072 )
Collateralized Mortgage obligations 28,937 (1,860 ) 62,320 (16,841 ) 91,257 (18,701 )
Mortgage-backed securities 110,599 (2,715 ) 143,892 (15,990 ) 254,491 (18,705 )
Total $ 222,052 $ (6,560 ) $ 336,425 $ (42,291 ) $ 558,477 $ (48,851 )

Investment securities carried at $78,281,000 and $53,589,000

    at June 30, 2025 and December 31, 2024, respectively, were pledged to secure public deposits or for other purposes as required or permitted by law.

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4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The composition of the Company’s loan portfolio, by loan class, as of June 30, 2025 and December 31, 2024 was as follows:

(in thousands) June 30, 2025 December 31, 2024
Commercial $ 141,417 $ 117,921
Commercial Real Estate 720,364 723,650
Agriculture 91,079 92,564
Residential Mortgage 104,259 105,886
Residential Construction 6,874 6,858
Consumer 15,248 15,716
1,079,241 1,062,595
Allowance for credit losses (16,122 ) (15,885 )
Deferred origination fees and costs, net 339 142
Loans, net $ 1,063,458 $ 1,046,852

At June 30, 2025 and December 31, 2024, all loans were pledged under a blanket collateral lien to secure actual or potential borrowings from the Federal Home Loan Bank (“FHLB”).

Allowance for Credit Losses

The following tables summarize the activity in the allowance for credit losses on loans which is recorded as a contra asset, and the reserve for unfunded commitments which is recorded on the balance sheet within other liabilities as of and for the three and six months ended June 30, 2025.

Allowance for credit losses – Three months ended June 30, 2025
(in thousands) Beginning balance Charge-offs Recoveries Provision<br><br> <br>(recovery) Ending<br><br> <br>Balance
Commercial $ 2,064 $ (185 ) $ 2 $ 642 $ 2,523
Commercial Real Estate 8,871 (26 ) — 937 9,782
Agriculture 3,932 — — (1,949 ) 1,983
Residential Mortgage 980 (5 ) — 63 1,038
Residential Construction 407 — — 92 499
Consumer 281 (1 ) 2 15 297
Allowance for credit losses on loans 16,535 (217 ) 4 (200 ) 16,122
Reserve for unfunded commitments 950 — — 200 1,150
Total $ 17,485 $ (217 ) $ 4 $ — $ 17,272
Allowance for credit losses – Six months ended June 30, 2025
--- --- --- --- --- --- --- --- --- --- --- --- ---
(in thousands) Beginning balance Charge-offs Recoveries Provision<br><br> <br>(recovery) Ending<br><br> <br>Balance
Commercial $ 1,622 $ (195 ) $ 67 $ 1,029 $ 2,523
Commercial Real Estate 10,245 (26 ) — (437 ) 9,782
Agriculture 1,555 — — 428 1,983
Residential Mortgage 1,779 (5 ) — (736 ) 1,038
Residential Construction 433 — — 66 499
Consumer 251 (7 ) 3 50 297
Allowance for credit losses on loans 15,885 (233 ) 70 400 16,122
Reserve for unfunded commitments 700 — — 450 1,150
Total $ 16,585 $ (233 ) $ 70 $ 850 $ 17,272

The Company utilizes three economic variables, forecasted unemployment, gross domestic product and single-family home prices, as loss drivers for its allowance for credit losses. During the quarter ended June 30, 2025, the GDP forecast called for a generally slowing trend, but still positive economic growth. The levels of forecasted national unemployment trended upward and forecasted median single-family home prices called for lower home price growth, slowing to negative growth. These negative trends in forecast factors coupled with an increase in loans receivable contributed to an increase in reserves for collectively evaluated loans during the quarter ended June 30, 2025. This was offset by a decrease in specific reserves due to a decrease in nonaccrual loans requiring specific reserves. Specific reserves recorded during the quarter ended March 31, 2025 were released during the quarter ended June 30, 2025 primarily due to securing additional collateral and receiving a paydown on a nonaccrual loan relationship. The Company recorded no

12

Index

provision for credit losses for the three months ended June 30, 2025. During the six months ended June 30, 2025, the Company recorded provision for credit losses totaling $850,000 primarily due to increases in loans receivable and unfunded commitments coupled with the negative trends in forecast factors. Management believes the allowance for credit losses at June 30, 2025 appropriately reflected expected credit losses in the loan portfolio at that date.

The following tables summarize the activity in the allowance for credit losses on loans which is recorded as a contra asset, and the reserve for unfunded commitments which is recorded on the balance sheet within other liabilities as of and for the three and six months ended June 30, 2024.

Allowance for credit losses – Three months ended June 30, 2024
(in thousands) Beginning balance Charge-offs Recoveries Provision<br><br> <br>(recovery) Ending<br><br> <br>Balance
Commercial $ 1,547 $ (427 ) $ 6 $ 1,233 $ 2,359
Commercial Real Estate 10,496 — — (57 ) 10,439
Agriculture 1,641 — — 39 1,680
Residential Mortgage 1,901 — — (39 ) 1,862
Residential Construction 361 — — 19 380
Consumer 300 (1 ) — 5 304
Allowance for credit losses on loans 16,246 (428 ) 6 1,200 17,024
Reserve for unfunded commitments 1,100 — — (150 ) 950
Total $ 17,346 $ (428 ) $ 6 $ 1,050 $ 17,974
Allowance for credit losses – Six months ended June 30, 2024
--- --- --- --- --- --- --- --- --- --- --- --- ---
(in thousands) Beginning balance Charge-offs Recoveries Provision<br><br> <br>(recovery) Ending<br><br> <br>Balance
Commercial $ 2,041 $ (557 ) $ 47 $ 828 $ 2,359
Commercial Real Estate 10,864 — — (425 ) 10,439
Agriculture 997 — — 683 1,680
Residential Mortgage 2,005 — — (143 ) 1,862
Residential Construction 334 — — 46 380
Consumer 355 (14 ) 2 (39 ) 304
Allowance for credit losses on loans 16,596 (571 ) 49 950 17,024
Reserve for unfunded commitments 1,150 — — (200 ) 950
Total $ 17,746 $ (571 ) $ 49 $ 750 $ 17,974

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Index

Collateral-Dependent Loans

In accordance with ASC 326, a loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. All loans individually analyzed were collateral-dependent loans as of June 30, 2025 and December 31, 2024. The

        following table presents the amortized cost basis of collateral-dependent loans by class, which are individually evaluated to determine expected credit losses as of June 30, 2025 and December 31, 2024:
June 30, 2025
(in thousands) Secured by 1-4 Family<br><br> <br>Residential Properties-<br><br> <br>1st lien Secured by 1-4 Family<br><br> <br>Residential Properties-<br><br> <br>junior lien Secured by 1-4<br><br> <br>Family Residential<br><br> <br>Properties-<br><br> <br>revolving Commercial Construction and<br><br> <br>land development
Commercial $ — $ — $ — $ 243 $ —
Commercial Real Estate — — — — —
Agriculture — — — — —
Residential Mortgage 190 — — — —
Residential Construction — — — — —
Consumer — 255 353 — —
Total $ 190 $ 255 $ 353 $ 243 $ —
(in thousands) Secured by farmland Agriculture production<br><br> <br>loans Loans secured<br><br> <br>by owner-<br><br> <br>occupied,<br><br> <br>nonfarm<br><br> <br>nonresidential<br><br> <br>properties Loans secured by<br><br> <br>other nonfarm<br><br> <br>nonresidential<br><br> <br>properties Total
--- --- --- --- --- --- --- --- --- --- ---
Commercial $ — $ — $ — $ — $ 243
Commercial Real Estate — — — 686 686
Agriculture 741 6,428 — — 7,169
Residential Mortgage — — — — 190
Residential Construction — — — — —
Consumer — — — — 608
Total $ 741 $ 6,428 $ — $ 686 $ 8,896
December 31, 2024
--- --- --- --- --- --- --- --- --- --- ---
(in thousands) Secured by 1-4<br><br> <br>Family Residential<br><br> <br>Properties-1st lien Secured by 1-4 Family<br><br> <br>Residential Properties-<br><br> <br>junior lien Secured by 1-4 <br><br> Family Residential<br><br> <br>Properties-<br><br> <br>revolving Commercial Construction and <br><br> land development
Commercial $ — $ — $ — $ 139 $ —
Commercial Real Estate — — — — —
Agriculture — — — — —
Residential Mortgage 202 — — — —
Residential Construction — — — — —
Consumer — 282 360 — —
Total $ 202 $ 282 $ 360 $ 139 $ —
(in thousands) Secured by farmland Agriculture production<br><br> <br>loans Loans secured<br><br> <br>by owner-<br><br> <br>occupied,<br><br> <br>nonfarm<br><br> <br>nonresidential<br><br> <br>properties Loans secured by<br><br> <br>other nonfarm<br><br> <br>nonresidential<br><br> <br>properties Total
--- --- --- --- --- --- --- --- --- --- ---
Commercial $ — $ — $ — $ — $ 139
Commercial Real Estate — — — 7,993 7,993
Agriculture 740 1,496 — — 2,236
Residential Mortgage — — — — 202
Residential Construction — — — — —
Consumer — — — — 642
Total $ 740 $ 1,496 $ — $ 7,993 $ 11,212

Foreclosure Proceedings

The Company had no residential real estate property in the process of foreclosure at June 30, 2025 and December 31, 2024.

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Index

Non-accrual and Past Due Loans

The Company’s loans by delinquency and non-accrual status, as of June 30, 2025 and December 31, 2024, was as follows:

(in thousands) 30-59 days<br><br> <br>Past Due<br><br> <br>&<br><br> <br>Accruing 60-89 days<br><br> <br>Past Due<br><br> <br>&<br><br> <br>Accruing 90 days or<br><br> <br>More Past<br><br> <br>Due &<br><br> <br>Accruing Nonaccrual<br><br> <br>Loans Total Past<br><br> <br>Due<br><br> <br>&<br><br> <br>Nonaccrual<br><br> <br>Loans Current &<br><br> <br>Accruing<br><br> <br>Loans Total Loans Nonaccrual<br><br> <br>loans with<br><br> <br>No ACL
June 30,<br> 2025
Commercial $ 1,046 $ 764 $ — $ 243 $ 2,053 $ 139,364 $ 141,417 $ 139
Commercial Real Estate 1,867 — — 686 2,553 717,811 720,364 686
Agriculture — — — 7,169 7,169 83,910 91,079 3,416
Residential Mortgage 776 — — 190 966 103,293 104,259 190
Residential Construction — — — — — 6,874 6,874 —
Consumer 3 — — 608 611 14,637 15,248 608
Total $ 3,692 $ 764 $ — $ 8,896 $ 13,352 $ 1,065,889 $ 1,079,241 $ 5,039
December 31, 2024
Commercial $ 2,287 $ — $ — $ 139 $ 2,426 $ 115,495 $ 117,921 $ 139
Commercial Real Estate — — — 7,993 7,993 715,657 723,650 7,993
Agriculture 1,354 500 — 2,236 4,090 88,474 92,564 2,236
Residential Mortgage 749 — — 202 951 104,935 105,886 202
Residential Construction — — — — — 6,858 6,858 —
Consumer — 10 — 642 652 15,064 15,716 642
Total $ 4,390 $ 510 $ — $ 11,212 $ 16,112 $ 1,046,483 $ 1,062,595 $ 11,212

The Company recognized $378,000 and $314,000 of interest income on nonaccrual loans during the three months ended June 30, 2025 and June 30, 2024, respectively. The Company recognized $378,000 and $319,000 of interest income on nonaccrual loans during the six months ended June 30, 2025 and June 30, 2024, respectively.

Loan Modifications

Occasionally, the Company modifies loans to borrowers in financial difficulty by providing principal forgiveness, term extension, payment delays or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

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Index

The following tables present the amortized cost basis of loans that were experiencing both financial difficulty and modification during the periods indicated, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial difficulty as compared to the amortized cost basis of each class of financing receivable is also presented below.

The amortized cost basis of loans that were experiencing both financial difficulty and modification during the three months ended June 30, 2025 were as follows:

($ in thousands) Term Extension Combination Term Extension<br><br> <br>and Payment Delay Total Class of Financing<br><br> <br>Receivable
Commercial $ 1,157 $ — 0.82 %
Commercial Real Estate 1,334 — 0.19 %
Agriculture — — —
Residential Mortgage — — —
Residential Construction — — —
Consumer — — —
Total $ 2,491 $ — 0.23 %

The amortized cost basis of loans that were experiencing both financial difficulty and modification during the six months ended June 30, 2025 were as follows:

($ in thousands) Term Extension Combination Term Extension<br><br> <br>and Payment Delay Total Class of Financing<br><br> <br>Receivable
Commercial $ 1,243 $ 73 0.93 %
Commercial Real Estate 1,334 — 0.19 %
Agriculture — — —
Residential Mortgage — — —
Residential Construction — — —
Consumer — — —
Total $ 2,577 $ 73 0.25 %

The amortized cost basis of loans that were experiencing both financial difficulty and modification during the three months ended June 30, 2024 were as follows:

($ in thousands) Term Extension Combination Term Extension<br><br> <br>and Interest Rate Reduction Total Class of Financing<br><br> <br>Receivable
Commercial $ 75 $ — 0.07 %
Commercial Real Estate — — —
Agriculture — — —
Residential Mortgage — — —
Residential Construction — — —
Consumer — — —
Total $ 75 $ — 0.01 %

The amortized cost basis of loans that were experiencing both financial difficulty and modification during the six months ended June 30, 2024 were as follows:

($ in thousands) Term Extension Combination Term Extension<br><br> <br>and Interest Rate Reduction Total Class of Financing<br><br> <br>Receivable
Commercial $ 2,793 $ — 2.52 %
Commercial Real Estate — — —
Agriculture — — —
Residential Mortgage — — —
Residential Construction — — —
Consumer — — —
Total $ 2,793 $ — 0.26 %

The Company had no commitments to lend additional funds to borrowers whose loans were modified at June 30, 2025 and June 30, 2024.

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Index

The following table presents the financial effect of the loan modifications to borrowers experiencing financial difficulty during the three-month period ended June 30, 2025:

Weighted-Average<br><br> <br>Interest Rate<br><br> <br>Reduction Weighted-Average<br><br> <br>Term Extension (in<br><br> <br>months)
Commercial — 5
Commercial Real Estate — 3
Agriculture — —
Residential Mortgage — —
Residential Construction — —
Consumer — —
Total — 4

The following table presents the financial effect of the loan modifications to borrowers experiencing financial difficulty during the six-month period ended June 30, 2025:

Weighted-Average<br><br> <br>Interest Rate<br><br> <br>Reduction Weighted-Average<br><br> <br>Term Extension (in<br><br> <br>months)
Commercial — 10
Commercial Real Estate — 3
Agriculture — —
Residential Mortgage — —
Residential Construction — —
Consumer — —
Total — 6

The following table presents the financial effect of the loan modifications to borrowers experiencing financial difficulty during the three-month period ended June 30, 2024:

Weighted-Average<br><br> <br>Interest Rate<br><br> <br>Reduction Weighted-Average<br><br> <br>Term Extension (in<br><br> <br>months)
Commercial — 62
Commercial Real Estate — —
Agriculture — —
Residential Mortgage — —
Residential Construction — —
Consumer — —
Total — 62

The following table presents the financial effect of the loan modifications to borrowers experiencing financial difficulty during the six-month period ended June 30, 2024:

Weighted-Average<br><br> <br>Interest Rate<br><br> <br>Reduction Weighted-Average<br><br> <br>Term Extension (in<br><br> <br>months)
Commercial — 10
Commercial Real Estate — —
Agriculture — —
Residential Mortgage — —
Residential Construction — —
Consumer — —
Total — 10

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Index

Loans that were modified within the previous twelve months were current on payments as of June 30, 2025 and June 30, 2024. There were no loans modified within the previous twelve months and for which there was a payment default during the three- and six- month periods ended June 30, 2025 and June 30, 2024.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently become uncollectible, the loan (or a portion of the loan) is written off.  Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by the same amount.

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Index

Credit Quality Indicators

All loans are rated using the credit risk ratings and criteria adopted by the Company.  Risk ratings are adjusted as future circumstances warrant.  All credits risk rated 1, 2, 3 or 4 equate to a Pass as indicated by Federal and State bank regulatory agencies; a 5 equates to a Special Mention; a 6 equates to Substandard; a 7 equates to Doubtful; and an 8 equates to a Loss.  For the definitions of each risk rating, see Note 4 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

The following tables present the loan portfolio by loan class, origination year, and internal risk rating as of June 30, 2025. Generally, existing term loans that were re-underwritten are reflected in the table in the year of renewal. Lines of credit that have a conversion feature at the time of origination, such as construction to permanent loans, are presented by year of origination. Revolving loans converted to term loans totaled $868,000

        as of June 30, 2025.
(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of June 30, 2025
2025 2024 2023 2022 2021 Prior Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis Total
Commercial
Pass $ 37,865 $ 36,954 $ 12,581 $ 10,462 $ 4,787 $ 9,146 $ 25,513 $ 137,308
Special Mention 73 — — 649 1,153 — 1,108 2,983
Substandard 48 49 — — — 438 348 883
Doubtful/Loss — — — — 31 — 212 243
Total Commercial loans $ 37,986 $ 37,003 $ 12,581 $ 11,111 $ 5,971 $ 9,584 $ 27,181 $ 141,417
Year-to-date Period Charge-offs — (120 ) (17 ) — — — (58 ) (195 )
Year-to-date Recoveries — — 51 — — 16 — 67
Year-to-date Net Charge-offs — (120 ) 34 — — 16 (58 ) (128 )
Commercial Real Estate
Pass $ 32,816 $ 69,197 $ 109,182 $ 171,905 $ 162,767 $ 147,518 $ 1,227 $ 694,612
Special Mention 1,334 2,881 — — 2,060 7,104 — 13,379
Substandard — — 1,060 3,447 2,006 5,860 — 12,373
Doubtful/Loss — — — — — — — —
Total Commercial Real Estate loans $ 34,150 $ 72,078 $ 110,242 $ 175,352 $ 166,833 $ 160,482 $ 1,227 $ 720,364
Year-to-date Charge-offs — — (26 ) — — — — (26 )
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Charge-offs — — (26 ) — — — — (26 )
Agriculture
Pass $ 3,386 $ 3,211 $ 5,532 $ 15,589 $ 19,326 15,779 $ 16,107 $ 78,930
Special Mention — — — — — — — —
Substandard — — 58 1,593 2,325 1,334 2,212 7,522
Doubtful/Loss — 874 — 1,329 — — 2,424 4,627
Total Agriculture loans $ 3,386 $ 4,085 $ 5,590 $ 18,511 $ 21,651 $ 17,113 $ 20,743 $ 91,079
Year-to-date Charge-offs — — — — — — — —
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Charge-offs — — — — — — — —

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Index

(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of June 30, 2025
2025 2024 2023 2022 2021 Prior Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis Total
Residential Mortgage
Pass $ 459 $ 4,811 $ 19,618 $ 23,574 $ 25,178 $ 30,434 $ — $ 104,074
Special Mention — — — — — — — —
Substandard — — — — 32 153 — 185
Doubtful/Loss — — — — — — — —
Total Residential Mortgage loans $ 459 $ 4,811 $ 19,618 $ 23,574 $ 25,210 $ 30,587 $ — $ 104,259
Year-to-date Charge-offs (5 ) — — — — — — (5 )
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Charge-offs (5 ) — — — — — — (5 )
Residential Construction
Pass $ 1,848 $ 2,205 $ 1,190 $ 493 $ 1,138 $ — $ — $ 6,874
Special Mention — — — — — — — —
Substandard — — — — — — — —
Doubtful/Loss — — — — — — — —
Total Residential Construction loans $ 1,848 $ 2,205 $ 1,190 $ 493 $ 1,138 $ — $ — $ 6,874
Year-to-date Charge-offs — — — — — — — —
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Charge-offs — — — — — — — —
Consumer
Pass $ 131 $ 70 $ 85 $ 1,181 $ 101 $ 421 $ 12,645 $ 14,634
Special Mention — — — — — — — —
Substandard — — — — — — 614 614
Doubtful/Loss — — — — — — — —
Total Consumer loans $ 131 $ 70 $ 85 $ 1,181 $ 101 $ 421 $ 13,259 $ 15,248
Year-to-date Charge-offs (7 ) — — — — — — (7 )
Year-to-date Recoveries 2 — — — — 1 — 3
Year-to-date Net Charge-offs (5 ) — — — — 1 — (4 )
Total Loans
Pass $ 76,505 $ 116,448 $ 148,188 $ 223,204 $ 213,297 $ 203,298 $ 55,492 $ 1,036,432
Special Mention 1,407 2,881 — 649 3,213 7,104 1,108 16,362
Substandard 48 49 1,118 5,040 4,363 7,785 3,174 21,577
Doubtful/Loss — 874 — 1,329 31 — 2,636 4,870
Total Loans $ 77,960 $ 120,252 $ 149,306 $ 230,222 $ 220,904 $ 218,187 $ 62,410 $ 1,079,241
Year-to-date Charge-offs $ (12 ) $ (120 ) $ (43 ) $ — $ — $ — $ (58 ) $ (233 )
Year-to-date Recoveries $ 2 $ — $ 51 $ — $ — $ 17 $ — $ 70
Year-to-date Net Charge-offs $ (10 ) $ (120 ) $ 8 $ — $ — $ 17 $ (58 ) $ (163 )

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Index

(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of<br> December 31, 2024
2024 2023 2022 2021 2020 Prior Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis Total
Commercial
Pass $ 36,065 $ 14,319 $ 11,885 $ 11,894 $ 3,442 $ 8,030 $ 27,272 $ 112,907
Special Mention — — 874 1,561 — — 1,590 4,025
Substandard 227 — — 32 471 — 259 989
Doubtful/Loss — — — — — — — —
Total Commercial loans $ 36,292 $ 14,319 $ 12,759 $ 13,487 $ 3,913 $ 8,030 $ 29,121 $ 117,921
Year-to-date Period Charge-offs (47 ) (508 ) (224 ) (5 ) (163 ) (9 ) — (956 )
Year-to-date Recoveries — — 4 — — 56 — 60
Year-to-date Net Charge-offs (47 ) (508 ) (220 ) (5 ) (163 ) 47 — (896 )
Commercial Real Estate
Pass $ 68,278 $ 113,937 $ 178,142 $ 160,484 $ 39,913 $ 121,862 $ 6,529 $ 689,145
Special Mention 2,909 — — 7,156 — 5,737 — 15,802
Substandard — 381 — 2,052 1,638 14,632 — 18,703
Doubtful/Loss — — — — — — — —
Total Commercial Real Estate loans $ 71,187 $ 114,318 $ 178,142 $ 169,692 $ 41,551 $ 142,231 $ 6,529 $ 723,650
Year-to-date Charge-offs — — — — — — — —
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Charge-offs — — — — — — — —
Agriculture
Pass $ 4,857 $ 6,562 $ 14,846 $ 17,245 $ 5,675 $ 10,252 $ 20,420 $ 79,857
Special Mention — — 3,884 5,477 726 — 300 10,387
Substandard — — — 740 — — 1,580 2,320
Doubtful/Loss — — — — — — — —
Total Agriculture loans $ 4,857 $ 6,562 $ 18,730 $ 23,462 $ 6,401 $ 10,252 $ 22,300 $ 92,564
Year-to-date Charge-offs — — — — — — — —
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Charge-offs — — — — — — — —

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Index

(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of December 31,<br> 2024
2024 2023 2022 2021 2020 Prior Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis Total
Residential Mortgage
Pass $ 4,873 $ 20,162 $ 22,408 $ 26,123 $ 13,233 $ 18,886 $ — $ 105,685
Special Mention — — — — — — — —
Substandard 79 — — 34 — 88 — 201
Doubtful/Loss — — — — — — — —
Total Residential Mortgage loans $ 4,952 $ 20,162 $ 22,408 $ 26,157 $ 13,233 $ 18,974 $ — $ 105,886
Year-to-date Charge-offs — — — — — — — —
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Charge-offs — — — — — — — —
Residential Construction
Pass $ 1,525 $ 2,117 $ 1,998 $ 1,218 $ — $ — $ — $ 6,858
Special Mention — — — — — — — —
Substandard — — — — — — — —
Doubtful/Loss — — — — — — — —
Total Residential Construction loans $ 1,525 $ 2,117 $ 1,998 $ 1,218 $ — $ — $ — $ 6,858
Year-to-date Charge-offs — — — — — — — —
Year-to-date Recoveries — — — — — — — —
Year-to-date Net Charge-offs — — — — — — — —
Consumer
Pass $ 212 $ 145 $ 1,129 $ 109 $ 122 $ 286 $ 13,071 $ 15,074
Special Mention — — — — — — — —
Substandard — — — — — — 642 642
Doubtful/Loss — — — — — — — —
Total Consumer loans $ 212 $ 145 $ 1,129 $ 109 $ 122 $ 286 $ 13,713 $ 15,716
Year-to-date Charge-offs (28 ) — — — — — — (28 )
Year-to-date Recoveries 10 — — — — 3 — 13
Year-to-date Net Charge-offs (18 ) — — — — 3 — (15 )
Total Loans
Pass $ 115,810 $ 157,242 $ 230,408 $ 217,073 $ 62,385 $ 159,316 $ 67,292 $ 1,009,526
Special Mention 2,909 — 4,758 14,194 726 5,737 1,890 30,214
Substandard 306 381 — 2,858 2,109 14,720 2,481 22,855
Doubtful/Loss — — — — — — — —
Total Loans $ 119,025 $ 157,623 $ 235,166 $ 234,125 $ 65,220 $ 179,773 $ 71,663 $ 1,062,595
Year-to-date Charge-offs $ (75 ) $ (508 ) $ (224 ) $ (5 ) $ (163 ) $ (9 ) $ — $ (984 )
Year-to-date Recoveries $ 10 $ — $ 4 $ — $ — $ 59 $ — $ 73
Year-to-date Net Charge-offs $ (65 ) $ (508 ) $ (220 ) $ (5 ) $ (163 ) $ 50 $ — $ (911 )

22

Index

5. MORTGAGE OPERATIONS

Transfers and servicing of financial assets and extinguishments of liabilities are accounted for and reported based on consistent application of a financial-components approach that focuses on control.  Transfers of financial assets that are sales are distinguished from transfers that are secured borrowings.  Retained servicing rights on loans sold are measured by allocating the previous carrying amount of the transferred assets between the loans sold and retained interest, if any, based on their relative fair value at the date of transfer.  Fair values are estimated using discounted cash flows based on a current market interest rate.

The Company recognizes a gain and a related asset for the fair value of the rights to service loans for others when loans are sold.  The Company sold a substantial portion of its portfolio of conforming long-term residential mortgage loans originated during the six months ended June 30, 2025 for cash proceeds equal to the fair value of the loans.  The Company serviced real estate mortgage loans for others totaling $169,923,000 and $174,464,000 at June

    30, 2025 and December 31, 2024, respectively.

The recorded value of mortgage servicing rights is amortized in proportion to, and over the period of, estimated net servicing revenues.  The Company assesses capitalized mortgage servicing rights for impairment based upon the fair value of those rights at each reporting date. For purposes of measuring impairment, the rights are stratified based upon the product type, term and interest rates.  Fair value is determined by discounting estimated net future cash flows from mortgage servicing activities using discount rates that approximate current market rates and estimated prepayment rates, among other assumptions.  The amount of impairment recognized, if any, is the amount by which the capitalized mortgage servicing rights for a stratum exceeds their fair value.  Impairment, if any, is recognized through a valuation allowance for each individual stratum.  Changes in the carrying amount of mortgage servicing rights are reported in earnings under loan servicing income on the condensed consolidated statements of income.

Key assumptions used in measuring the fair value of mortgage servicing rights as of June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025 December 31, 2024
Constant prepayment rate 6.10 % 6.76 %
Discount rate 10.00 % 10.00 %
Weighted average life (years) 7.78 7.55

The following tables summarize the changes to the Company’s mortgage servicing rights assets as of the periods presented.  Mortgage servicing rights are included in Interest Receivable and Other Assets on the condensed consolidated balance sheets.

(in thousands) March 31, 2025 Additions Reductions June 30, 2025
Mortgage servicing rights $ 1,279 $ 9 $ (46 ) $ 1,242
Valuation allowance — — — —
Mortgage servicing rights, net of<br> valuation allowance $ 1,279 $ 9 $ (46 ) $ 1,242
(in thousands) December 31, 2024 Additions Reductions June 30, 2025
--- --- --- --- --- --- --- --- --- ---
Mortgage servicing rights $ 1,312 $ 24 $ (94 ) $ 1,242
Valuation allowance — — — —
Mortgage servicing rights, net of<br> valuation allowance $ 1,312 $ 24 $ (94 ) $ 1,242

At June 30, 2025 and December 31, 2024, the estimated fair market value of the Company’s mortgage servicing rights assets was $1,890,000 and $1,910,000, respectively.  The change in fair value of mortgage servicing rights during 2025 was primarily due to changes in prepayment speeds.

The Company received contractually specified servicing fees of $108,000 and $113,000 for the three months ended June 30, 2025 and June 30, 2024, respectively.  The Company received contractually specified servicing fees of $217,000 and $228,000 for the six months ended June 30, 2025 and June 30, 2024, respectively. Loan servicing income on the condensed consolidated statements of income includes contractually specified servicing fees, mortgage servicing rights additions, amortization and changes in the valuation allowance.

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Index

6. FAIR VALUE MEASUREMENTS

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Securities available-for-sale and trading securities are recorded at fair value on a recurring basis.  Additionally, from time to time, the Company may be required to record at fair value other assets on a non-recurring basis, such as loans held-for-sale, loans held-for-investment and certain other assets.  These non-recurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.  Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process.

Assets Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.

(in thousands)
June 30, 2025 Fair Value Quoted<br><br> <br>Prices<br><br> <br>in Active<br><br> <br>Markets for<br><br> <br>Identical<br><br> <br>Assets<br><br> <br>(Level 1) Significant<br><br> <br>Other<br><br> <br>Observable<br><br> <br>Inputs<br><br> <br>(Level 2) Significant<br><br> <br>Unobservable<br><br> <br>Inputs<br><br> <br>(Level 3)
U.S. Treasury securities $ 86,332 $ 86,332 $ — $ —
Securities of U.S. government agencies and<br> corporations 87,558 — 87,558 —
Obligations of states and political<br> subdivisions 66,019 — 66,019 —
Collateralized mortgage obligations 93,459 — 93,459 —
Mortgage-backed securities 260,182 — 260,182 —
Total investments at fair value $ 593,550 $ 86,332 $ 507,218 $ —
(in thousands)
--- --- --- --- --- --- --- --- ---
December 31, 2024 Fair Value Quoted<br><br> <br>Prices<br><br> <br>in Active<br><br> <br>Markets for<br><br> <br>Identical<br><br> <br>Assets<br><br> <br>(Level 1) Significant<br><br> <br>Other<br><br> <br>Observable<br><br> <br>Inputs<br><br> <br>(Level 2) Significant<br><br> <br>Unobservable<br><br> <br>Inputs<br><br> <br>(Level 3)
U.S. Treasury securities $ 105,545 $ 105,545 $ — $ —
Securities of U.S. government agencies and<br> corporations 95,684 — 95,684 —
Obligations of states and political<br> subdivisions 67,591 — 67,591 —
Collateralized mortgage obligations 94,945 — 94,945 —
Mortgage-backed securities 270,088 — 270,088 —
Total investments at fair value $ 633,853 $ 105,545 $ 528,308 $ —

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Index

Assets Recorded at Fair Value on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis are included in the table below by level within the fair value hierarchy as of June 30, 2025.

(in thousands)
June 30, 2025 Carrying<br><br> <br>Value Level 1 Level 2 Level 3
Individually evaluated loans $ 3,785 $ — $ — $ 3,785
Total assets at fair value $ 3,785 $ — $ — $ 3,785
(in thousands)
--- --- --- --- --- --- --- --- ---
December 31, 2024 Carrying<br><br> <br>value Level 1 Level 2 Level 3
Individually evaluated loans $ 139 $ — $ — $ 139
Total assets at fair value $ 139 $ — $ — $ 139

There were no liabilities measured at fair value on a recurring or non-recurring basis at June 30, 2025 and December 31, 2024.

Key methods and assumptions used in measuring the fair value of collateral dependent loans as of June 30, 2025 were as follows:

Method Assumption Inputs
Individually evaluated loans Collateral, market, income, enterprise, liquidation External appraised values, management assumptions regarding market trends or other relevant factors, selling costs generally ranging<br> from 6% to 10%

The following section describes the valuation methodologies used for assets and liabilities recorded at fair value.

Investment Securities Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, if available.  If quoted market prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions, and other factors such as credit loss assumptions.  Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds.  Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities.  Securities classified as Level 3 include asset-backed securities in less liquid markets where valuations include significant unobservable assumptions.

Individually Evaluated Loans

The Company does not record loans at fair value on a recurring basis.  Loans that do not share similar risk characteristics are individually evaluated by management for potential impairment.  Included in loans individually evaluated are collateral dependent loans.  A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral. Collateral dependent loans are considered to have unique risk characteristics and are individually evaluated. The ACL on collateral dependent loans is measured using the fair value of the underlying collateral, adjusted for costs to sell when applicable, less the amortized cost basis of the financial asset. If the value of underlying collateral is determined to be less than the recorded amount of the loan, a charge-off will be taken.  Collateral dependent loans where a charge-off is recorded based on the fair value of collateral require classification in the fair value hierarchy.  When a loan is evaluated based on the fair value of the underlying collateral securing the loan, the Company records the collateral dependent loan as non-recurring Level 3 given the valuation includes significant unobservable assumptions.

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Index

Disclosures about Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments for the periods ended June 30, 2025 and December 31, 2024 were approximately as follows:

June 30, 2025 December 31, 2024
Level Carrying<br><br> <br>amount Fair value Carrying<br><br> <br>amount Fair value
(in thousands)
Financial assets:
Cash and cash equivalents 1 $ 126,851 $ 126,851 $ 119,448 $ 119,448
Certificates of deposit 2 14,576 14,596 16,074 16,129
Stock in Federal Home Loan Bank and other<br> equity securities 3 10,871 10,871 10,518 10,518
Loans receivable:
Net loans 3 1,063,458 983,398 1,046,852 974,746
Interest receivable 2 7,632 7,632 7,660 7,660
Mortgage servicing rights 3 1,242 1,890 1,312 1,910
Financial liabilities:
Time deposits 3 130,082 129,872 149,970 149,752
Interest payable 2 583 583 1,215 1,215

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument and expected exit prices.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include deferred tax liabilities and premises and equipment.  In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates.

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Index

7. COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit in the form of loans or through standby letters of credit.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet.  The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Bank’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Financial instruments, whose contract amounts represent credit risk at the indicated periods, were as follows:

(in thousands) June 30, 2025 December 31, 2024
Undisbursed loan commitments $ 144,308 $ 140,092
Standby letters of credit 320 922
Commitments to sell loans 785 —
$ 145,413 $ 141,014

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates each customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation.   The types of collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  The Bank issues both financial and performance standby letters of credit.  The financial standby letters of credit are primarily to guarantee payment to third parties.  At June 30, 2025 and December 31, 2024, there were no financial standby letters of credit outstanding.  The performance standby letters of credit are typically issued to municipalities as specific performance bonds.  Performance standby letters of credit totaled $320,000 and $922,000 at June 30, 2025 and December 31, 2024, respectively.  The Bank had experienced no draws on outstanding letters of credit, resulting in no related liability included on its balance sheet; however, should a triggering event occur, the Bank either has collateral in excess of the letter of credit or embedded agreements of recourse from the customer. The Bank has set aside a reserve for unfunded commitments in the amount of $1,150,000 and $700,000 at June 30, 2025 and December 31, 2024, respectively, which is recorded in “interest payable and other liabilities” on the condensed consolidated balance sheets.

Commitments to extend credit and standby letters of credit bear similar credit risk characteristics as outstanding loans.  As of June 30, 2025 and December 31, 2024, the Company had no off-balance sheet derivatives requiring additional disclosure.

The Company may enter into interest rate lock commitments in connection with its mortgage banking activities to fund residential mortgage loans within specified times in the future. These commitments expose the Company to the risk that the price of the loan underlying the interest rate lock commitment might decline from the inception of the interest rate lock to the funding of the mortgage loan. To protect against this risk, the Company may enter into commitments to sell loans to economically hedge the risk of potential changes in the value of the loans that would result from the commitment. These commitments totaled $785,000 and $0 at June 30, 2025 and December 31, 2024, respectively. Mortgage loans sold to investors may be sold with servicing rights retained, for which the Company makes only standard legal representations and warranties as to meeting certain underwriting and collateral documentation standards. In 2023, the Company had to repurchase one loan totaling $420,000 due to deficiencies in underwriting or loan documentation. Management believes that any liabilities that may result from such recourse provisions are not significant.

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Index

8. STOCK PLANS

On January 23, 2025, the Board of Directors of the Company declared a 5% stock dividend payable as of March 25, 2025 to shareholders of record as of February 28, 2025.  All stock options and restricted stock amounts outstanding have been adjusted to give retroactive effect to stock dividends.

The following table presents the activity related to stock options for the three months ended June 30, 2025.

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Exercise Price Aggregate<br><br> <br>Intrinsic<br><br> <br>Value Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Term (in<br><br> <br>years)
Options outstanding at Beginning of<br> Period 474,962 $ 8.24
Granted — —
Expired — —
Cancelled / Forfeited — —
Exercised (72,541 ) 8.56
Options outstanding at End of Period 402,421 $ 8.19 $ 625,599 3.58
Exercisable (vested) at End of Period 389,985 $ 8.16 $ 614,656 3.48

The following table presents the activity related to stock options for the six months ended June 30, 2025.

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price Aggregate<br><br> <br>Intrinsic<br><br> <br>Value Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Term (in<br><br> <br>years)
Options outstanding at Beginning<br> of Period 513,190 $ 7.99
Granted — —
Expired — —
Cancelled / Forfeited — —
Exercised (110,769 ) 7.27
Options outstanding at End of Period 402,421 $ 8.19 $ 625,599 3.58
Exercisable (vested) at End of Period 389,985 $ 8.16 $ 614,656 3.48

The intrinsic value of options exercised was $268,000 and $90,000 during the six months ended June 30, 2025 and June 30, 2024, respectively.  The fair value of awards vested was $25,000 and $88,000 during the six months ended June 30, 2025 and June 30, 2024, respectively. The intrinsic value of options exercised was $90,000 and $17,000 during the three months ended June 30, 2025 and June 30, 2024, respectively. The fair value of awards vested was $0 during each of the three-month periods ended June 30, 2025 and June 30, 2024.

As of June 30, 2025, there was $19,000 of total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of approximately 0.75 years.

There was $6,000 and $12,000 of recognized compensation cost related to stock options granted for the three and six months ended June 30, 2025, respectively.

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Index

The following table presents the activity related to non-vested restricted stock for the three months ended June 30, 2025.

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Grant Date<br><br> <br>Fair Value Aggregate<br><br> <br>Intrinsic<br><br> <br>Value Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Term (in<br><br> <br>years)
Non-vested Restricted stock<br> outstanding at Beginning of Period 269,362 $ 8.39
Granted — —
Cancelled / Forfeited — —
Exercised/Released/Vested (2,949 ) 8.70
Non-vested restricted stock outstanding<br> at End of Period 266,413 $ 8.38 $ 2,594,863 2.79

The following table presents the activity related to non-vested restricted stock for the six months ended June 30, 2025.

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Grant Date<br><br> <br>Fair Value Aggregate<br><br> <br>Intrinsic<br><br> <br>Value Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Term (in<br><br> <br>years)
Non-vested Restricted stock<br> outstanding at Beginning of Period 272,719 $ 8.12
Granted 68,043 9.51
Cancelled / Forfeited — —
Exercised/Released/Vested (74,349 ) 8.46
Non-vested restricted stock<br> outstanding at End of Period 266,413 $ 8.38 $ 2,594,863 2.79

The weighted average fair value of restricted stock granted during the six months ended June 30, 2025 was $9.51 per share.

As of June 30, 2025, there was $1,254,000 of total unrecognized compensation cost related to non-vested restricted stock.  This cost is expected to be recognized over a weighted average period of approximately 2.79 years.

There was $150,000 and $334,000 of recognized compensation cost related to restricted stock awards for the three and six months ended June 30, 2025, respectively.

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Index

The Company has an Employee Stock Purchase Plan (“ESPP”).  There are 395,699 shares authorized for issuance under the ESPP.  The total number of shares authorized has been adjusted to give retroactive effect to stock dividends and stock splits, including the 5% stock dividend declared on January 23, 2025, payable March 25, 2025 to shareholders of record as of February 28, 2025.  The ESPP will expire on March 16, 2026.

The ESPP is implemented by participation periods of not more than twenty-seven months each.  The Board of Directors determines the commencement date and duration of each participation period. The Board of Directors approved the current participation period of November 24, 2024 to November 23, 2025.  An eligible employee is one who has been continually employed for at least 90 days prior to commencement of a participation period. Under the terms of the ESPP, employees can choose to have up to 10 percent of their compensation withheld to purchase the Company’s common stock each participation period.  The purchase price of the stock is 85 percent of the lower of the fair value on the last trading day before the date of participation or the fair value on the last trading day during the participation period.

As of June 30, 2025, there was $16,000 unrecognized compensation cost related to ESPP issuances.

There was $10,000 and $18,000 of recognized compensation cost related to ESPP issuances for the three and six months ended June 30, 2025, respectively.

The weighted average fair value option at issuance date during the six months ended June 30, 2025 was $2.19 per share.

A summary of the weighted average assumptions used in valuing ESPP issuances during the three and six months ended June 30, 2025 is presented below.

Three Months Ended<br><br> <br>June 30, 2025 Six Months Ended<br><br> <br>June 30, 2025
Risk Free Interest Rate 4.37 % 4.37 %
Expected Dividend Yield 0.00 % 0.00 %
Expected Life in Years 1.00 1.00
Expected Price Volatility 16.20 % 16.20 %

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Index

9. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table details activity in accumulated other comprehensive income (loss) for the three months ended June 30, 2025.

(in thousands) Unrealized<br><br> <br>losses on<br><br> <br>securities Officers’<br><br> <br>retirement<br><br> <br>plan Directors’<br><br> <br>retirement<br><br> <br>plan Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss
Balance as of March 31, 2025 $ (25,271 ) $ 207 $ 99 $ (24,965 )
Current period other comprehensive income 2,324 — — 2,324
Balance as of June 30, 2025 $ (22,947 ) $ 207 $ 99 $ (22,641 )

The following table details activity in accumulated other comprehensive income (loss) for the six months ended June 30, 2025.

(in thousands) Unrealized<br><br> <br>losses on<br><br> <br>securities Officers’<br><br> <br>retirement<br><br> <br>plan Directors’<br><br> <br>retirement<br><br> <br>plan Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss
Balance as of December 31, 2024 $ (34,157 ) $ 207 $ 99 $ (33,851 )
Current period other comprehensive<br> income 11,210 — — 11,210
Balance as of June 30, 2025 $ (22,947 ) $ 207 $ 99 $ (22,641 )

The following table details activity in accumulated other comprehensive income (loss) for the three months ended June 30, 2024.

(in thousands) Unrealized<br><br> <br>losses on<br><br> <br>securities Officers’<br><br> <br>retirement<br><br> <br>plan Directors’<br><br> <br>retirement<br><br> <br>plan Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss
Balance as of March 31, 2024 $ (35,239 ) $ (70 ) $ 121 $ (35,188 )
Current period other comprehensive income 34 — — 34
Balance as of June 30, 2024 $ (35,205 ) $ (70 ) $ 121 $ (35,154 )

The following table details activity in accumulated other comprehensive income (loss) for the six months ended June 30, 2024.

(in thousands) Unrealized<br><br> <br>losses on<br><br> <br>securities Officers’<br><br> <br>retirement<br><br> <br>plan Directors’<br><br> <br>retirement<br><br> <br>plan Accumulated<br><br> <br>other<br><br> <br>comprehensive<br><br> <br>loss
Balance as of December 31, 2023 $ (33,778 ) $ (70 ) $ 121 $ (33,727 )
Current period other comprehensive<br> loss (1,427 ) — — (1,427 )
Balance as of June 30, 2024 $ (35,205 ) $ (70 ) $ 121 $ (35,154 )

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Index

10. OUTSTANDING SHARES AND EARNINGS PER SHARE

On January 23, 2025, the Board of Directors of the Company declared a 5% stock dividend payable March 25, 2025 to shareholders of record as of February 28, 2025.  All income per share amounts have been adjusted to give retroactive effect to stock dividends.

Earnings Per Share (EPS)

Basic EPS includes no dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the respective period.  Diluted EPS is computed by dividing net income available to common shareholders by the weighted average number of shares outstanding plus dilutive shares for the quarter.  Diluted shares include all common stock equivalents (“in-the-money” stock options, unvested restricted stock, stock units, warrants and rights, convertible bonds and preferred stock), which reflects the potential dilution of securities that could share in the earnings of the Company.

The following table presents a reconciliation of basic and diluted EPS for the three and six months ended June 30, 2025 and 2024 (dollars in thousands except share and per share amounts):

Three months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
2025 2024 2025 2024
Basic earnings per share:
Net income $ 5,466 $ 4,424 $ 9,137 $ 8,700
Weighted average<br> common shares outstanding 15,606,764 15,949,825 15,629,698 15,961,913
Basic EPS $ 0.35 $ 0.28 $ 0.58 $ 0.55
Diluted earnings per share:
Net income $ 5,466 $ 4,424 $ 9,137 $ 8,700
Weighted average<br> common shares outstanding 15,606,764 15,949,825 15,629,698 15,961,913
Effect of dilutive shares 204,990 200,104 217,250 184,066
Adjusted weighted<br> average common shares outstanding 15,811,754 16,149,929 15,846,948 16,145,979
Diluted EPS $ 0.35 $ 0.27 $ 0.58 $ 0.54

Stock options which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 0 shares and 373,015 shares for the three months ended June 30, 2025 and 2024, respectively.  There were no unvested restricted stock which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect for the three months ended June 30, 2025 and 2024.  Stock options which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 14,042 shares and 469,310 shares for the six months ended June 30, 2025 and 2024, respectively.  Unvested restricted stock which were not included in the computation of diluted earnings per share because they would have had an anti-dilutive effect amounted to 580 shares and 4,097 shares for the six months ended June 30, 2025 and 2024, respectively.

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Index

11. LEASES

The Company leases ten branch and administrative locations under operating leases expiring on various dates through 2031. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASU 2016-02, Leases (Topic 842), the Company combines lease and nonlease components. The Company had no financing leases as of June 30, 2025.

Most leases include options to renew, with renewal terms that can extend the lease term from 3 to 10 years. The exercise of lease renewal options is at the Company’s sole discretion. Most leases are currently in the extension period. For the remaining leases with options to renew, the Company has not included the extended lease terms in the calculation of lease liabilities as the options are not reasonably certain of being exercised. Certain lease agreements include rental payments that are adjusted periodically for inflation. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants.

The Company uses its FHLB advance fixed rates, which are its incremental borrowing rates for secured borrowings, as the discount rates to calculate lease liabilities.

The Company had right-of-use assets totaling $2,717,000 and $3,155,000 as of June 30, 2025 and December 31, 2024, respectively. Right-of-use assets are included in Interest receivable and other assets on the condensed consolidated balance sheets. The Company had lease liabilities totaling $3,162,000 and $3,645,000 as of June 30, 2025 and December 31, 2024, respectively. Lease liabilities are included in Interest payable and other liabilities on the condensed consolidated balance sheets. The Company recognized lease expense totaling $283,000 and $304,000 for the three-month periods ended June 30, 2025 and 2024, respectively, and $567,000 and $605,000 for the six-month periods ended June 30, 2025 and 2024, respectively. Lease expense includes operating lease costs, short-term lease costs and variable lease costs.  Lease expense is included in occupancy and equipment expense on the condensed consolidated statements of income.

The table below summarizes the maturity of remaining lease liabilities at June 30, 2025:

(in thousands) June 30, 2025
2025 (remaining 6 months) $ 529
2026 672
2027 611
2028 625
2029 566
2030 and thereafter 329
Total lease payments 3,332
Less: interest (170 )
Present value of lease liabilities $ 3,162

The following table presents supplemental cash flow information related to leases for the three and six months ended June 30, 2025:

Three months ended<br><br> <br>June 30, Six months ended<br><br> <br>June 30,
(in thousands) 2025 2024 2025 2024
Cash paid for amounts included in the<br> measurement of lease liabilities
Operating cash flows from operating<br> leases $ 262 $ 296 $ 523 $ 595

The following table presents the weighted average operating lease term and discount rate as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024
Weighted-average remaining lease term –<br> operating leases, in years 4.60 4.87
Weighted-average discount rate – operating<br> leases 2.30 % 2.36 %

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Index

12. SEGMENT DISCLOSURES

The Company evaluated its operating

      segments in accordance with ASC 280, Segment Reporting, and determined it has one reportable
      segment, banking operations. The Company is engaged in a single line of business, indicative of a traditional banking institution, gathering deposits and originating loans in its primary market areas. 
      
      The Company manages its operations, allocates resources and monitors and reports its financials as a single operating segment.  The Company’s Chief Executive Officer is considered the Chief Operating Decision Maker.  The Chief Operating Decision
      Maker evaluates segment performance using consolidated net income.
        
      Loans, interest bearing accounts, investment securities, deposits, and non-interest income provide the revenues in banking operations and are presented in the Company’s consolidated balance sheets. Interest expense, provisions for credit losses,
      salaries and employee benefits, occupancy and equipment, and data processing provide significant expenses in banking operations and are presented in the Company’s consolidated statements of income.  Segment performance is evaluated using
      consolidated net income with the majority of the Company’s net income derived from net interest income. 
       
      The accounting policies for the segment is consistent with those described in Note 1 - Summary of Significant Accounting Policies to  the consolidated financial statements in the Company’s 2024 Form 10-K.

34

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FIRST NORTHERN COMMUNITY BANCORP

ITEM 2.  – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report may include forward-looking statements, which may include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly compared to our forecasts, if any, and expectations. See Part I, Item 1A. “Risk Factors,” and the other risks described in our 2024 Form 10-K and Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q and the other risks described in our Quarterly Reports on Form 10-Q, for factors to be considered when reading any forward-looking statements in this filing.

This report and other reports or statements which we may release may include forward-looking statements, which are subject to the “safe harbor” created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our Securities and Exchange Commission (SEC) filings, press releases, news articles and when we are speaking on behalf of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words “believe,” “expect,” “target,” “anticipate,” “intend,” “plan,” “seek,” “strive,” “estimate,” “potential,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may.” These forward-looking statements are intended to provide investors with additional information with which they may assess our future potential. All of these forward-looking statements are based on assumptions about an uncertain future and are based on information available to us at the date of these statements. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date any forward-looking statements are made, except as may be required by law.

In this document and in other SEC filings or other public statements, for example, we make forward-looking statements relating to the following topics, among others:

● Our business objectives, strategies and initiatives, our organizational structure, the growth of our business and our competitive position and prospects, and the effect of competition on our business and strategies
● Our assessment of significant factors and developments that have affected or may affect our results
--- ---
● Legal and regulatory actions, and future legislative and regulatory developments
--- ---
● Regulatory and compliance controls, processes and requirements and their impact on our business
--- ---
● The costs and effects of legal or regulatory actions
--- ---
● Expectations regarding draws on performance letters of credit and liabilities that may result from recourse provisions in standby letters of credit
--- ---
● Our intent to sell or hold, and the likelihood that we would be required to sell, various investment securities
--- ---
● Our regulatory capital requirements, including the capital rules established after the 2008 financial crisis by the U.S. federal banking agencies and our current intention not to elect to use the community bank<br> leverage ratio framework
--- ---
● Expectations regarding our non-payment of a cash dividend on our common stock in the foreseeable future
--- ---
● Credit quality and provision for credit losses and management of asset quality and credit risk, expectations regarding collections and the timing thereof
--- ---
● Our allowances for credit losses, including the conditions we consider in determining the unallocated allowance and our portfolio credit quality, the adequacy of the allowance for credit losses, underwriting<br> standards, and risk grading
--- ---
● Our assessment of economic conditions and trends and credit cycles and their impact on our business including the imposition of tariffs on imported goods to the U.S.
--- ---
● The seasonal nature of our business
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35

Index

● The impact of changes in interest rates and our strategy to manage our interest rate risk profile and the possible effect of changes in residential mortgage interest rates on new originations and refinancing of<br> existing residential mortgage loans
● Loan portfolio composition and risk grade trends, expected charge-offs, portfolio credit quality, loan demand, our strategy regarding loan modifications, delinquency rates and our underwriting standards and our<br> expectations regarding our recognition of interest income on loans that were provided payment deferrals upon completion of the payment forbearance period
--- ---
● Our deposit base including renewal of time deposits and the outlook for deposit balances
--- ---
● The impact on our net interest income and net interest margin of changes in interest rates
--- ---
● The effect of possible changes in the initiatives and policies of the federal and state bank regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, the Securities and<br> Exchange Commission and other standard setters
--- ---
● Tax rates and the impact of changes in the U.S. tax laws
--- ---
● Our pension and retirement plan costs
--- ---
● Our liquidity strategies and beliefs concerning the adequacy of our liquidity, sources and amounts of funds and ability to satisfactorily manage our liquidity
--- ---
● Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements or changes in accounting principles
--- ---
● Expected rates of return, maturities, loss exposure, growth rates, yields, and projected results
--- ---
● The possible impact of weather-related or other natural conditions, including drought, fire or flooding, seismic events, and related governmental responses, including related electrical power outages, on economic<br> conditions, especially in the agricultural sector
--- ---
● Maintenance of insurance coverages appropriate for our operations
--- ---
● Threats to the banking sector and our business due to cybersecurity issues and attacks and regulatory expectations related to cybersecurity
--- ---
● The possible effects on community banks and our business from the failures of other banks
--- ---
● The possible adverse impacts on the banking industry and our business from a period of significant, prolonged inflation
--- ---
● Descriptions of assumptions underlying or relating to any of the foregoing
--- ---

Readers of this document should not rely on any forward-looking statements, which reflect only our management’s belief as of the date of this report. There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in our forward-looking statements. Many of these factors are beyond our ability to control or predict and could have a material adverse effect on our financial condition and results of operations or prospects. Such risks and uncertainties include, but are not limited to those listed in Item 1A “Risk Factors” of Part II of this Form 10-Q, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I of this Form 10-Q and "Risk Factors" and “Supervision and Regulation” in our 2024 Form 10-K, and in our other reports to the SEC.

36

Index

INTRODUCTION

This overview of Management’s Discussion and Analysis highlights selected information in this report and may not contain all of the information that is important to you.  For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting estimates, you should carefully read this entire report and our other reports to the SEC, together with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in our 2024 Form 10-K.

Our subsidiary, First Northern Bank of Dixon (the “Bank”), is a California state-chartered bank that derives most of its revenues from lending and deposit taking in the Sacramento Valley region of Northern California. Interest rates, business conditions and customer confidence all affect our ability to generate revenues. In addition, the regulatory and compliance environment and competition can present challenges to our ability to generate those revenues.

Significant results and developments during the second quarter and year-to-date 2025 included:

• Net income of $9.1 million for the six months ended June 30, 2025, up 5.0% from net income of $8.7 million earned for the same period last year. Net income of $5.5 million for the three months ended June 30, 2025,<br> up 23.6% from net income of $4.4 million earned for the same period last year.
• Diluted income per share of $0.58 for the six months ended June 30, 2025, up 7.4% from diluted income per share of $0.54 for the same period last year. Diluted income per share of $0.35 for the three months ended<br> June 30, 2025, up 29.6% from diluted income per share of $0.27 for the same period last year.
--- ---
• Net interest income of $32.9 million for the six months ended June 30, 2025, up 5.0% from net interest income of $31.3 million for the same period last year. Net interest income of $17.0 million for the three<br> months ended June 30, 2025, up 6.1% from net interest income of $16.0 million for the same period last year.
--- ---
• Net interest margin of 3.74% for the six months ended June 30, 2025, increased 16 basis points from net interest margin of 3.58% for the same period last year. Net interest margin of 3.85% for the three months<br> ended June 30, 2025, increased 19 basis points from net interest margin of 3.66% for the same period last year.
--- ---
• Provision for credit losses of $0.9 million for the six months ended June 30, 2025, up 13.3% from provision for credit losses of $0.8 million for the same period last year. No provision for credit losses for the<br> three months ended June 30, 2025 compared to provision for credit losses of $1.1 million for the same period last year.
--- ---
• Total assets of $1.87 billion as of June 30, 2025, down 1.0% from $1.89 billion as of December 31, 2024.
--- ---
• Total net loans (including loans held-for-sale) of $1.06 billion as of June 30, 2025, up 1.6% from $1.05 billion as of December 31, 2024.
--- ---
• Total investment securities of $593.6 million as of June 30, 2025, down 6.4% from $633.9 million as of December 31, 2024.
--- ---
• Total deposits of $1.66 billion as of June 30, 2025, down 2.2% from $1.70 billion as of December 31, 2024.
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37

Index

SUMMARY FINANCIAL DATA

The Company recorded net income of $9,137,000 for the six months ended June 30, 2025, representing an increase of $437,000, or 5.0%, from net income of $8,700,000 for the same period in 2024. The Company recorded net income of $5,466,000 for the three months ended June 30, 2025, representing an increase of $1,042,000, or 23.6%, from net income of $4,424,000 for the same period in 2024.

The following tables present a summary of the results for the three and six months ended June 30, 2025 and 2024, and a summary of financial condition at June 30, 2025 and December 31, 2024.

Three Months<br><br> <br>Ended June 30,<br><br> <br>2025 Three Months<br><br> <br>Ended June 30,<br><br> <br>2024 Six Months<br><br> <br>Ended June 30,<br><br> <br>2025 Six Months<br><br> <br>Ended June 30,<br><br> <br>2024
(dollars in thousands except for per share amounts)
For the Period:
Net Income $ 5,466 $ 4,424 $ 9,137 $ 8,700
Basic Earnings Per Common Share $ 0.35 $ 0.28 $ 0.58 $ 0.55
Diluted Earnings Per Common Share $ 0.35 $ 0.27 $ 0.58 $ 0.54
Return on Average Assets (annualized) 1.18 % 0.95 % 0.99 % 0.94 %
Return on Average Equity (annualized) 11.67 % 10.87 % 10.02 % 10.72 %
Average Equity to Average Assets 10.11 % 8.75 % 9.86 % 8.72 %
June 30, 2025 December 31, 2024
--- --- --- --- --- --- ---
(in thousands except for ratios)
At Period End:
Total Assets $ 1,871,990 $ 1,891,722
Total Investment Securities, at fair value $ 593,550 $ 633,853
Total Loans, Net (including loans held-for-sale) $ 1,063,458 $ 1,046,852
Total Deposits $ 1,663,277 $ 1,700,089
Loan-To-Deposit Ratio 63.9 % 61.6 %

38

Index

FIRST NORTHERN COMMUNITY BANCORP

Distribution of Average Statements of Condition and Analysis of Net Interest Income

(in thousands, except percentage amounts)

Three months ended<br><br> <br>June 30, 2024
Interest Yield/<br><br> <br>Rate (4) Average<br><br> <br>Balance Interest Yield/<br><br> <br>Rate (4)
Assets
Interest-earning assets:
Loans (1) 1,044,581 $ 14,629 5.62 % $ 1,041,102 $ 13,830 5.34 %
Certificate of deposits 15,112 157 4.17 % 17,081 171 4.03 %
Interest bearing due from banks 85,828 1,010 4.72 % 130,963 1,913 5.87 %
Investment securities, taxable 560,021 4,137 2.96 % 519,789 3,088 2.39 %
Investment securities, non-taxable  (2) 49,497 391 3.17 % 38,055 261 2.76 %
Other interest earning assets 10,808 250 9.28 % 10,518 267 10.21 %
Total average interest-earning assets 1,765,847 20,574 4.67 % 1,757,508 19,530 4.47 %
Non-interest-earning assets:
Cash and due from banks 30,777 39,630
Premises and equipment, net 7,866 9,642
Interest receivable and other assets 53,556 59,523
Total average assets 1,858,046 $ 1,866,303
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits 383,761 693 0.72 % 371,657 622 0.67 %
Savings and MMDA’s 447,276 1,602 1.44 % 425,601 1,272 1.20 %
Time, 250,000 or less 88,024 889 4.05 % 123,303 1,356 4.42 %
Time, over 250,000 51,942 362 2.80 % 34,605 302 3.51 %
FHLB advances 6,593 75 4.56 % — — —
Total average interest-bearing liabilities 977,596 3,621 1.49 % 955,166 3,552 1.50 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 679,144 732,153
Interest payable and other liabilities 13,505 15,737
Total liabilities 1,670,245 1,703,056
Total average stockholders’ equity 187,801 163,247
Total average liabilities and stockholders’ equity 1,858,046 $ 1,866,303
Net interest income and net interest margin (3) $ 16,953 3.85 % $ 15,978 3.66 %

All values are in US Dollars.

(1) Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for credit losses, but non-accrued interest thereon is generally excluded. Loan interest income includes<br> loan fees, net of deferred costs of approximately $33 and $(100) for the three months ended June 30, 2025 and 2024, respectively.
(2) Interest income and yields on tax-exempt securities are not presented on a taxable-equivalent basis.
--- ---
(3) Net interest margin is computed by dividing net interest income by total average interest-earning assets.
--- ---
(4) For disclosure purposes, yield /rates are annualized by dividing the number of days in the reported period by 365.
--- ---

39

Index

FIRST NORTHERN COMMUNITY BANCORP

Distribution of Average Statements of Condition and Analysis of Net Interest Income

(in thousands, except percentage amounts)

Six months ended<br><br> <br>June 30, 2024
Interest Yield/<br><br> <br>Rate (4) Average<br><br> <br>Balance Interest Yield/<br><br> <br>Rate (4)
Assets
Interest-earning assets:
Loans (1) 1,043,576 $ 28,231 5.46 % $ 1,044,230 $ 27,305 5.26 %
Certificate of deposits 15,488 318 4.14 % 17,875 354 3.98 %
Interest bearing due from banks 78,190 1,737 4.48 % 127,094 3,445 5.45 %
Investment securities, taxable 573,601 8,485 2.98 % 522,525 5,933 2.28 %
Investment securities, non-taxable  (2) 49,948 784 3.17 % 38,015 513 2.71 %
Other interest earning assets 10,664 522 9.87 % 10,518 523 10.00 %
Total average interest-earning assets 1,771,467 40,077 4.56 % 1,760,257 38,073 4.35 %
Non-interest-earning assets:
Cash and due from banks 32,547 37,865
Premises and equipment, net 8,502 9,747
Interest receivable and other assets 53,158 57,987
Total average assets 1,865,674 $ 1,865,856
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits 384,851 1,384 0.73 % 371,922 1,133 0.61 %
Savings and MMDA’s 449,227 3,153 1.42 % 428,106 2,466 1.16 %
Time, 250,000 or less 89,138 1,862 4.21 % 117,263 2,567 4.40 %
Time, over 250,000 52,600 707 2.71 % 32,910 567 3.46 %
FHLB advances 3,315 75 4.56 % — — —
Total average interest-bearing liabilities 979,131 7,181 1.48 % 950,201 6,733 1.42 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 688,905 736,085
Interest payable and other liabilities 13,711 16,825
Total liabilities 1,681,747 1,703,111
Total average stockholders’ equity 183,927 162,745
Total average liabilities and stockholders’ equity 1,865,674 $ 1,865,856
Net interest income and net interest margin (3) $ 32,896 3.74 % $ 31,340 3.58 %

All values are in US Dollars.

(1) Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for credit losses, but non-accrued interest thereon is generally excluded. Loan interest income includes<br> loan fees, net of deferred costs of approximately $25 and $(452) for the six months ended June 30, 2025 and 2024, respectively.
(2) Interest income and yields on tax-exempt securities are not presented on a taxable-equivalent basis.
--- ---

(3)          Net interest margin is computed by dividing net interest income by total average interest-earning assets.

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

40

Index

FIRST NORTHERN COMMUNITY BANCORP

Distribution of Average Statements of Condition and Analysis of Net Interest Income

(in thousands, except percentage amounts)

Three months ended<br><br> <br>March 31, 2025
Interest Yield/<br><br> <br>Rate Average<br><br> <br>Balance Interest Yield/<br><br> <br>Rate (4)
Assets
Interest-earning assets:
Loans (1) 1,044,581 $ 14,629 5.62 % $ 1,042,559 $ 13,602 5.29 %
Certificates of deposit 15,112 157 4.17 % 15,868 161 4.11 %
Interest bearing due from banks 85,828 1,010 4.72 % 70,468 727 4.18 %
Investment securities, taxable 560,021 4,137 2.96 % 587,332 4,348 3.00 %
Investment securities, non-taxable (2) 49,497 391 3.17 % 50,403 393 3.16 %
Other interest earning assets 10,808 250 9.28 % 10,518 272 10.49 %
Total average interest-earning assets 1,765,847 20,574 4.67 % 1,777,148 19,503 4.45 %
Non-interest-earning assets:
Cash and due from banks 30,777 34,338
Premises and equipment, net 7,866 9,145
Interest receivable and other assets 53,556 52,755
Total average assets 1,858,046 $ 1,873,386
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits 383,761 693 0.72 % 385,953 691 0.73 %
Savings and MMDA’s 447,276 1,602 1.44 % 451,198 1,550 1.39 %
Time, 250,000 and under 88,024 889 4.05 % 99,503 973 3.97 %
Time, over 250,000 51,942 362 2.80 % 44,028 346 3.19 %
FHLB advances 6,593 75 4.56 % — — —
Total average interest-bearing liabilities 977,596 3,621 1.49 % 980,682 3,560 1.47 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 679,144 697,972
Interest payable and other liabilities 13,505 13,919
Total liabilities 1,670,245 1,692,573
Total average stockholders’ equity 187,801 180,813
Total average liabilities and stockholders’ equity 1,858,046 $ 1,873,386
Net interest income and net interest margin (3) $ 16,953 3.85 % $ 15,943 3.64 %

All values are in US Dollars.

(1) Average balances for loans include loans held-for-sale and non-accrual loans and are net of the allowance for credit losses, but non-accrued interest is generally excluded.  Loan interest income includes loan<br> fees, net of deferred costs of approximately $33 and $(8) for the three months ended June 30, 2025 and March 31, 2025, respectively.
(2) Interest income and yields on tax-exempt securities are not presented on a taxable equivalent basis.
--- ---
(3) Net interest margin is computed by dividing net interest income by total average interest-earning assets.
--- ---
(4) For disclosure purposes, yield/rates are annualized by dividing the number of days in the reported period by 365.
--- ---

41

Index

Analysis of Changes

in Interest Income and Interest Expense

(Dollars in thousands)

Following is an analysis of changes in interest income and expense (dollars in thousands) for the three months ended June 30, 2025 over the three months ended June 30, 2024, the six months ended June 30, 2025 over the six months ended June 30, 2024, and the three months ended June 30, 2025 over the three months ended March 31, 2025.  Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.

Three Months Ended<br><br> <br>June 30, 2025 Six Months Ended<br><br> <br>June 30, 2025 Three Months Ended<br><br> <br>June 30, 2025
Over Over Over
Three Months Ended<br><br> <br>June 30, 2024 Six Months Ended<br><br> <br>June 30, 2024 Three Months Ended<br><br> <br>March 31, 2025
Volume Interest<br><br> <br>Rate Change Volume Interest<br><br> <br>Rate Change Volume Interest<br><br> <br>Rate Change
Increase (Decrease) in Interest Income:
Loans $ 48 $ 751 $ 799 $ (19 ) $ 945 $ 926 $ 167 $ 860 $ 1,027
Certificates of Deposit (20 ) 6 (14 ) (50 ) 14 (36 ) (7 ) 3 (4 )
Due From Banks (575 ) (328 ) (903 ) (1,167 ) (541 ) (1,708 ) 178 105 283
Investment Securities - Taxable 257 792 1,049 616 1,936 2,552 (164 ) (47 ) (211 )
Investment Securities - Non-taxable 87 43 130 175 96 271 (4 ) 2 (2 )
Other Assets 8 (25 ) (17 ) 7 (8 ) (1 ) 8 (30 ) (22 )
$ (195 ) $ 1,239 $ 1,044 $ (438 ) $ 2,442 $ 2,004 $ 178 $ 893 $ 1,071
Increase (Decrease) in Interest Expense:
Deposits:
Interest-Bearing Transaction Deposits $ 22 $ 49 $ 71 $ 38 $ 213 $ 251 $ 1 $ 1 $ 2
Savings & MMDAs 67 263 330 124 563 687 (5 ) 57 52
Time Certificates (185 ) (222 ) (407 ) (181 ) (384 ) (565 ) (25 ) (43 ) (68 )
FHLB advances 75 — 75 75 — 75 75 — 75
$ (21 ) $ 90 $ 69 $ 56 $ 392 $ 448 $ 46 $ 15 $ 61
Increase (Decrease) in Net Interest Income: $ (174 ) $ 1,149 $ 975 $ (494 ) $ 2,050 $ 1,556 $ 132 $ 878 $ 1,010

42

Index

CHANGES IN FINANCIAL CONDITION

The assets of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect a $7,403,000, or 6.2%, increase in cash and cash equivalents, a $1,498,000, or 9.3%, decrease in certificates of deposit, a $40,303,000, or 6.4%, decrease in investment securities available-for-sale, and a $16,606,000, or 1.6%, increase in net loans held-for-investment from December 31, 2024 to June 30, 2025. The increase in cash and cash equivalents was primarily due to a decrease in investment securities due to net proceeds from calls, maturities, and sales of available-for-sale securities and principal repayments on available-for-sale securities, which was partially offset by an increase in loans due to net loan originations coupled with a decrease in deposit balances. The decrease in certificates of deposits was due to net maturities and repayments of certificates of deposit. The increase in loans held-for-investment was primarily due to net originations of commercial loans, which was partially offset by net payoffs of commercial real estate, agriculture, and residential mortgage loans.

The liabilities of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect a decrease in total deposits of $36,812,000, or 2.2%, from December 31, 2024 to June 30, 2025. The overall decrease in total deposits was primarily due to seasonal fluctuations due to changes in market conditions and monetary policy coupled with the payoff of brokered CDs.

CHANGES IN RESULTS OF OPERATIONS

Interest Income

The Federal Open Market Committee kept the Federal Reserve's benchmark rate range at 4.25% to 4.50% during the six months ended June 30, 2025.

Interest income on loans for the six months ended June 30, 2025 was up 3.4% from the same period in 2024, increasing from $27,305,000 to $28,231,000, and was up 5.8% for the three months ended June 30, 2025 over the same period in 2024, increasing from $13,830,000 to $14,629,000. The increase in interest income on loans for the six months ended June 30, 2025 as compared to the same period a year ago was primarily due to a 20 basis point increase in yield on loans, which was partially offset by a decrease in average balance of loans. The increase in interest income on loans for the three months ended June 30, 2025 as compared to the same period a year ago was primarily due to a 28 basis point increase in yield on loans coupled with an increase in average balance of loans. The increase in yield on loans for the three and six months ended June 30, 2025 was also partially due to the payoff of a nonaccrual loan and related interest recovery.

Interest income on certificates of deposit for the six months ended June 30, 2025 was down 10.2% from the same period in 2024, decreasing from $354,000 to $318,000, and was down 8.2% for the three months ended June 30, 2025 over the same period in 2024, decreasing from $171,000 to $157,000. The decrease in interest income on certificates of deposit for the six months ended June 30, 2025 as compared to the same period a year ago was primarily due to a decrease in average balances of certificates of deposit, which was partially offset by a 16 basis point increase in yield on certificates of deposit. The decrease in interest income on certificates of deposit for the three months ended June 30, 2025 as compared to the same period a year ago was primarily due to a decrease in average balances of certificates of deposit, which was partially offset by a 14 basis point increase in yield on certificates of deposit.

Interest income on interest-bearing due from banks for the six months ended June 30, 2025 was down 49.6% from the same period in 2024, decreasing from $3,445,000 to $1,737,000, and was down 47.2% for the three months ended June 30, 2025 over the same period in 2024, decreasing from $1,913,000 to $1,010,000. The decrease in interest income on interest-bearing due from banks for the six months ended June 30, 2025 as compared to the same period a year ago was primarily due to a decrease in average balances of interest-bearing due from banks, coupled with a 97 basis point decrease in yield on interest-bearing due from banks. The decrease in interest income on interest-bearing due from banks for the three months ended June 30, 2025 as compared to the same period a year ago was primarily due to a decrease in average balances of interest-bearing due from banks, coupled with a 115 basis point decrease in yield on interest-bearing due from banks.

Interest income on investment securities available-for-sale for the six months ended June 30, 2025 was up 43.8% from the same period in 2024, increasing from $6,446,000 to $9,269,000, and was up 35.2% for the three months ended June 30, 2025 over the same period in 2024, increasing from $3,349,000 to $4,528,000. The increase in interest income on investment securities for the six months ended June 30, 2025 as compared to the same period a year ago was primarily due to an increase in average investment securities, coupled with a 69 basis point increase in investment yields. The increase in interest income on investment securities for the three months ended June 30, 2025 as compared to the same period a year ago was primarily due to an increase in average investment securities, coupled with a 57 basis point increase in investment yields.

Interest income on other earning assets for the six months ended June 30, 2025 was down 0.2% from the same period in 2024, decreasing from $523,000 to $522,000, and was down 6.4% for the three months ended June 30, 2025 over the same period in 2024,

43

Index

decreasing from $267,000 to $250,000. This income is primarily derived from dividends received from the Federal Home Loan Bank. The decrease in interest income on other earning assets for the six months ended June 30, 2025 as compared to the same period a year ago was primarily due to a 13 basis point decrease in yield on other earning assets, which was partially offset by an increase in average balances of other earning assets. The decrease in interest income on other earning assets for the three months ended June 30, 2025 as compared to the same period a year ago was due to a 93 basis point decrease in yield on other earning assets, which was partially offset by an increase in average balances of other earning assets.

The Company had no Federal Funds sold balances during the three and six months ended June 30, 2025 and June 30, 2024.

Interest Expense

Interest expense on interest-bearing liabilities for the six months ended June 30, 2025 was up 6.7% from the same period in 2024, increasing from $6,733,000 to $7,181,000, and was up 1.9% for the three months ended June 30, 2025 over the same period in 2024, increasing from $3,552,000 to $3,621,000. The increase in interest expense for the six months ended June 30, 2025 as compared to the same period a year ago was primarily due to a 6 basis point increase in average interest-bearing liabilities yield, coupled with an increase in average balance of interest-bearing liabilities. The increase in interest expense for the three months ended June 30, 2025 as compared to the same period a year ago was primarily due to an increase in average balance of interest-bearing liabilities, which was partially offset by a 1 basis point decrease in average interest-bearing deposit yield.

Provision for Credit Losses

Provision for credit losses for the six months ended June 30, 2025 was up 13.3% from the same period in 2024, increasing from $750,000 to $850,000. There was no provision for credit losses for the three months ended June 30, 2025, compared to $1,050,000 for the same period last year. Negative trends in forecast factors coupled with an increase in loans receivable contributed to an increase in reserves for collectively evaluated loans during the quarter ended June 30, 2025.  This was offset by a decrease in specific reserves due to a decrease in nonaccrual loans requiring specific reserves. Specific reserves recorded during the quarter ended March 31, 2025 were released during the quarter ended June 30, 2025 primarily due to securing additional collateral and receiving a paydown on a nonaccrual loan relationship. The provision recorded for the six months ended June 30, 2025 was primarily due to increases in loans receivable and unfunded commitments coupled with the negative trends in forecast factors.

Non-Interest Income

Non-interest income was down 0.03% for the six months ended June 30, 2025 from the same period in 2024, decreasing from $2,991,000 to $2,990,000. The decrease was primarily driven by decreases in service charges on deposit accounts and mortgage brokerage income, which was partially offset by increases in gains on sales of loans held-for-sale and investment and brokerage services income.

Non-interest income was up 3.6% for the three months ended June 30, 2025 from the same period in 2024, increasing from $1,484,000 to $1,537,000.  The increase was primarily due to increases in other income, primarily bank owned life insurance income, which was partially offset by decreases in service charges on deposit accounts.

Non-Interest Expenses

Total non-interest expenses were up 4.5% for the six months ended June 30, 2025 from the same period in 2024, increasing from $21,526,000 to $22,483,000. The increase was primarily due to increases in salaries and employee benefits, occupancy and equipment, data processing and other expenses.  The increase in salaries and employee benefits is primarily due to an increase in full-time equivalent employees.  The increase in occupancy and equipment was primarily due to an increase in service contracts related to maintaining facilities.  The increase in data processing was primarily due to an increase in costs of service contracts. The increase in other expenses is primarily due to increases in legal and consulting fees.

Total non-interest expenses were up 5.8% for the three months ended June 30, 2025 from the same period in 2024, increasing from $10,299,000 to $10,893,000. The increase was primarily due to increases in salaries and employee benefits, occupancy and equipment and data processing, which was partially offset by a decrease in other expenses.  The increase in salaries and employee benefits is primarily due to an increase in full-time equivalent employees.  The increase in occupancy and equipment was primarily due to an increase in service contracts.  The increase in data processing was primarily due to an increase in costs of service contracts. The decrease in other expenses was primarily due to decreases in loan collection expenses, debit card expenses, and sundry losses.

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The following table sets forth other non-interest expenses by category for the three and six months ended June 30, 2025 and 2024.

(in thousands)
Three months ended<br><br> <br>June 30, 2025 Three months ended<br><br> <br>June 30, 2024 Six months ended<br><br> <br>June 30, 2025 Six months ended<br><br> <br>June 30, 2024
Other non-interest expenses
FDIC assessments $ 200 $ 193 $ 424 $ 423
Contributions 74 81 204 166
Legal fees 294 125 361 180
Accounting and audit fees 165 176 338 332
Consulting fees 229 251 687 456
Postage expense 25 45 69 85
Telephone expense 47 36 92 72
Public relations 57 77 132 180
Training expense 44 34 83 84
Loan origination expense 136 101 132 128
Computer software depreciation — 1 — 2
Sundry losses 99 129 210 254
Loan collection expense (recovery) (121 ) (60 ) 38 30
Debit card expense 275 327 539 625
Other non-interest expense 366 584 1,110 1,044
Total other non-interest expenses $ 1,890 $ 2,100 $ 4,419 $ 4,061

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Income Taxes

The Company’s tax rate, the Company’s income before taxes and the amount of tax relief provided by non-taxable earnings affect the Company’s provision for income taxes. Provision for income taxes increased 1.8% for the six months ended June 30, 2025 from the same period in 2024, increasing from $3,355,000 to $3,416,000, and increased 26.2% for the three months ended June 30, 2025 from the same period in 2024, increasing from $1,689,000 to $2,131,000. The effective tax rate was 27.2% and 27.8% for the six months ended June 30, 2025 and June 30, 2024, respectively. The effective tax rate was 28.1% and 27.6% for the three months ended June 30, 2025 and June 30, 2024, respectively.

Off-Balance Sheet Commitments

The following table shows the distribution of the Company’s undisbursed loan commitments at the dates indicated.

(in thousands)
June 30, 2025 December 31, 2024
Undisbursed loan commitments $ 144,308 $ 140,092
Standby letters of credit 320 922
Commitments to sell loans 785 —
$ 145,413 $ 141,014

The reserve for unfunded lending commitments amounted to $1,150,000 and $700,000 as of June 30, 2025 and December 31, 2024, respectively. The reserve for unfunded lending commitments is included in other liabilities on the Condensed Consolidated Balance Sheets. See Note 7 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q, "Commitments and Contingencies," for additional information.

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Asset Quality

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans and delinquencies, with particular attention to portfolio dynamics and loan mix. The Company strives to identify loans experiencing difficulty early enough to correct the problems, to record charge-offs promptly based on realistic assessments of collectability and current collateral values and to maintain an adequate allowance for credit losses at all times.  Asset quality reviews of loans and other non-performing assets are administered using credit risk-rating standards and criteria similar to those employed by state and federal banking regulatory agencies. The federal bank regulatory agencies utilize the following definitions for assets adversely classified for supervisory purposes:

• Substandard Assets – A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined<br> weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
• Doubtful Assets – An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis<br> of currently existing facts, conditions, and values, highly questionable or improbable.
--- ---

Other Real Estate Owned and loans rated Substandard and Doubtful are deemed "classified assets". This category, which includes both performing and non-performing assets, receives an elevated level of attention regarding collection.

The following table summarizes the Company’s non-accrual loans net of guarantees of the State of California and U.S. Government by loan category at June 30, 2025 and December 31, 2024:

At June 30, 2025 At December 31, 2024
Gross Guaranteed Net Gross Guaranteed Net
(in thousands)
Commercial $ 243 $ 139 $ 104 $ 139 $ 139 $ —
Commercial real estate 686 — 686 7,993 — 7,993
Agriculture 7,169 1,065 6,104 2,236 — 2,236
Residential mortgage 190 — 190 202 — 202
Residential construction — — — — — —
Consumer 608 — 608 642 — 642
Total non-accrual loans $ 8,896 $ 1,204 $ 7,692 $ 11,212 $ 139 $ 11,073

It is generally the Company’s policy to discontinue interest accruals once a loan is past due for a period of 90 days as to interest or principal payments unless the loan is well secured and in process of collection.  When a loan is placed on non-accrual, interest accruals cease and uncollected accrued interest is reversed and charged against current income.  Payments received on non-accrual loans are applied against principal.  A loan may only be restored to an accruing basis when it again becomes well secured and in the process of collection or all past due amounts have been collected or there is an extended period of positive performance and a high probability that the loan will continue to pay according to original terms.

Non-accrual loans amounted to $8,896,000 at June 30, 2025 and were comprised of three commercial loans totaling $243,000, one commercial real estate loan totaling $686,000, eight agriculture loans totaling $7,169,000, three residential mortgage loans totaling $190,000 and four consumer loans totaling $608,000. Non-accrual loans amounted to $11,212,000 at December 31, 2024 and were comprised of one commercial loan totaling $139,000, one commercial real estate loan totaling $7,993,000, two agriculture loans totaling $2,336,000, three residential mortgage loans totaling $202,000 and four consumer loans totaling $642,000.

A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral. The ACL on collateral dependent loans is measured using the fair value of the underlying collateral, adjusted for costs to sell when applicable, less the amortized cost basis of the financial asset. It is generally the Company’s policy that if the value of the underlying collateral is determined to be less than the recorded amount of the loan, a charge-off will be taken.

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As the following table illustrates, total non-performing assets, net of guarantees of the State of California and U.S. Government, including its agencies and its government-sponsored agencies, decreased $2,140,000, or 19.3%, to $8,933,000 during the first six months of 2025. Non-performing assets, net of guarantees, represented 0.5% of total assets at June 30, 2025.

At June 30, 2025 At December 31, 2024
Gross Guaranteed Net Gross Guaranteed Net
(dollars in thousands)
Non-accrual loans $ 8,896 $ 1,204 $ 7,692 $ 11,212 $ 139 $ 11,073
Loans 90 days past due and still accruing — — — — — —
Total non-performing loans 8,896 1,204 7,692 11,212 139 11,073
Other real estate owned 1,241 — 1,241 — — —
Total non-performing assets $ 10,137 $ 1,204 $ 8,933 $ 11,212 $ 139 $ 11,073
Non-performing loans (net of guarantees) to total loans 0.7 % 1.0 %
Non-performing assets (net of guarantees) to total assets 0.5 % 0.6 %
Allowance for credit losses to non-performing loans (net of guarantees) 209.6 % 143.5 %

The Company had no loans that were 90 days or more past due and still accruing as of June 30, 2025 and December 31, 2024.

Excluding non-performing loans, loans totaling $17,551,000 and $11,643,000 were classified as substandard or doubtful loans, representing potential problem loans at June 30, 2025 and December 31, 2024, respectively. Management believes that the allowance for credit losses at June 30, 2025 and December 31, 2024 appropriately reflected expected credit losses in the loan portfolio at that date.  The ratio of the allowance for credit losses to total loans was 1.49% at each of the periods ended June 30, 2025 and December 31, 2024.

Other real estate owned (“OREO”) consists of property that the Company has acquired by deed in lieu of foreclosure or through foreclosure proceedings, and property that the Company does not hold title to but is in actual control of, known as in-substance foreclosure. OREO also consists of property held by the Company that is no longer intended for future development. The estimated fair value of the property is determined prior to transferring the balance to OREO. The balance transferred to OREO during the six months ended June 30, 2025 was transferred at the lower of the carrying amount of the property as compared to the fair value less costs to sell. The Company had OREO totaling $1,241,000 and $0 as of June 30, 2025 and December 31, 2024, respectively. OREO as of June 30, 2025 represented land, transferred from premises and equipment, that the Company determined is no longer intended for future development and is listed for sale.

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Allowance for Credit Losses (ACL)

The Company's ACL is maintained at a level believed by management to appropriately reflect expected credit losses inherent in the loan portfolio.  The ACL is increased by provisions charged to operating expense and reduced by net charge-offs.  The Company contracts with vendors for credit reviews of the loan portfolio and utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period.  The ACL is based on estimates, and actual losses may vary from current estimates.

The following table summarizes the ACL of the Company during the six months ended June 30, 2025 and 2024, and for the year ended December 31, 2024:

Analysis of the Allowance for Credit Losses

(Amounts in thousands, except percentage amounts)

Six months ended<br><br> <br>June 30, Year ended<br><br> <br>December 31,
2025 2024 2024
Balance at beginning of period $ 15,885 $ 16,596 $ 16,596
Provision for credit losses 400 950 200
Loans charged-off:
Commercial (195 ) (557 ) (956 )
Commercial Real Estate (26 ) — —
Agriculture — — —
Residential Mortgage (5 ) — —
Residential Construction — — —
Consumer (7 ) (14 ) (28 )
Total charged-off (233 ) (571 ) (984 )
Recoveries:
Commercial 67 47 60
Commercial Real Estate — — —
Agriculture — — —
Residential Mortgage — — —
Residential Construction — — —
Consumer 3 2 13
Total recoveries 70 49 73
Net charge-offs (163 ) (522 ) (911 )
Balance at end of period $ 16,122 $ 17,024 $ 15,885
Ratio of net charge-offs to average loans outstanding during the period (annualized) (0.03 %) (0.10 %) (0.09 %)
Allowance for credit losses to total loans 1.49 % 1.60 % 1.49 %
Nonaccrual loans to total loans 0.82 % 0.64 % 1.06 %
Allowance for credit losses to nonaccrual loans 181.2 % 250.2 % 141.7 %

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Deposits

Deposits are one of the Company’s primary sources of funds.  At June 30, 2024 and December 31, 2024, the Company had the following deposit mix:

June 30,<br><br> <br>2025 December 31, 2024
Non-interest bearing transaction 41.4 % 42.1 %
Interest-bearing transaction 22.9 % 22.1 %
Savings and MMDA 27.9 % 27.0 %
Time 7.8 % 8.8 %

The Company obtains deposits primarily from the communities it serves. The Company believes that no material portion of its deposits has been obtained from or is dependent on any one person or industry. The Company accepts deposits in excess of $250,000 from customers.  These deposits are priced to remain competitive.

Maturities of time certificates of deposit of over $250,000 outstanding at June 30, 2025 and December 31, 2024 are summarized as follows:

(in thousands)
June 30, 2025 December 31, 2024
Three months or less $ 17,197 $ 11,741
Over three to six months 18,612 14,051
Over six to twelve months 9,844 13,180
Over twelve months 2,621 2,400
Total $ 48,274 $ 41,372

Approximately 41% and 40% of our deposits were uninsured as of June 30, 2025 and December 31, 2024, respectively.

Liquidity and Capital Resources

In order to serve our market area and comply with banking regulations, the Company must maintain adequate liquidity and adequate capital. Liquidity refers to the Company’s ability to provide funds at an acceptable cost to meet loan demand and deposit withdrawals, as well as contingency plans to meet unanticipated funding needs or loss of funding sources. These objectives can be met from either the asset or liability side of the balance sheet.

Asset liquidity sources consist of the repayments and maturities of loans, selling of loans, short-term money market investments, maturities of securities and sales of securities from the available-for-sale portfolio. These activities are generally summarized as investing activities in the Condensed Consolidated Statements of Cash Flows. For the six months ended June 30, 2025, net liquidity provided by investing activities totaled $40,410,000.

The Company’s available-for-sale investment securities plus cash and cash equivalents in excess of reserve requirements and certificates of deposit totaled $734,977,000 on June 30, 2025, which was 39.3% of assets at that date. This was a decrease of $34,398,000 from $769,375,000 and 40.7% of assets as of December 31, 2024. The Company’s investment securities are generally shorter term in nature to provide ongoing cash flows for liquidity needs and/or reinvestment for interest rate risk management. On June 30, 2025, the effective duration of our investment securities was 3.16 with projected principal cashflow of $85,074,000 for the remainder of 2025 available for reinvestment or liquidity needs. The Company had no held-to-maturity securities as of June 30, 2025 and December 31, 2024.

Liquidity may also be impacted from liabilities through changes in deposits and borrowings outstanding. These activities are included under financing activities in the Condensed Consolidated Statements of Cash Flows. As of June 30, 2025, the Company had $0 in borrowings outstanding. For the six months ended June 30, 2025, net liquidity used in financing activities totaled $38,970,000, primarily due to a net decrease in deposits. While these sources of funds are expected to continue to provide significant amounts of funds in the future, their mix, as well as the possible use of other sources, will depend on future economic and market conditions.

Liquidity is also provided or used through the results of operating activities. For the six months ended June 30, 2025, operating activities provided cash of $5,963,000.

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Liquidity is measured by various ratios, in management’s opinion, the most common being the ratio of net loans to deposits (including loans held-for-sale).  This ratio was 63.9% and 61.6% as of June 30, 2025 and December 31, 2024, respectively.

Loan demand during the remainder of 2025 will depend in part on economic and competitive conditions. The Company emphasizes the solicitation of non-interest-bearing demand deposits and money market checking accounts, which are the least sensitive to interest rates. The outlook for deposit balances during the remainder of 2025 is subject to actions by the Federal Reserve and heightened competition.

To meet unanticipated funding requirements, the Company maintains short-term unsecured lines of credit with other banks which totaled $130,000,000 at June 30, 2025.  Additionally, the Company has a line of credit with the FHLB, with a remaining borrowing capacity at June 30, 2025 of $393,327,000; credit availability is subject to certain collateral requirements.

The Company’s primary source of liquidity on a stand-alone basis is dividends from the Bank.  Dividends from the Bank are subject to regulatory restrictions.

In July 2013, the Federal Reserve and the other U.S. federal banking agencies adopted final rules making significant changes to the U.S. regulatory capital framework for U.S. banking organizations and to conform this framework to the guidelines published by the Basel Committee known as the Basel III Global Regulatory Framework for Capital and Liquidity.  The Basel Committee is a committee of banking supervisory authorities from major countries in the global financial system which formulates broad supervisory standards and guidelines relating to financial institutions for implementation on a country-by-country basis.   These rules adopted by the Federal Reserve and the other federal banking agencies (the U.S. Basel III Capital Rules) replaced the federal banking agencies’ general risk-based capital rules, advanced approaches rule, market risk rule, and leverage rules, in accordance with certain transition provisions.

Banks, such as First Northern, became subject to the final rules on January 1, 2015.  The final rules implemented higher minimum capital requirements, included a new common equity Tier 1 capital requirement, and established criteria that instruments must meet in order to be considered common equity Tier 1 capital, additional Tier 1 capital, or Tier 2 capital.  The final rules provide for increased minimum capital ratios as follows: (a) a common equity Tier 1 capital ratio of 4.5%; (b) a Tier 1 capital ratio of 6%; (c) a total capital ratio of 8%; and (d) a Tier 1 leverage ratio to average consolidated assets of 4%.  Under these rules, in order to avoid certain limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements (equal to 2.5% of total risk-weighted assets).  The capital conservation buffer is designed to absorb losses during periods of economic stress.

Pursuant to the Economic Growth, Regulatory Relief and Consumer Protection Act ("EGRRCPA"), the FRB adopted a final rule, effective August 31, 2018, amending the Small Bank Holding Company and Savings and Loan Holding Company Policy Statement (the “policy statement”) to increase the consolidated assets threshold to qualify to utilize the provisions of the policy statement from $1 billion to $3 billion. Bank holding companies, such as the Company, are subject to capital adequacy requirements of the FRB; however, bank holding companies which are subject to the policy statement are not subject to compliance with the regulatory capital requirements until they hold $3 billion or more in consolidated total assets. As a consequence, as of December 31, 2018, the Company was not required to comply with the FRB’s regulatory capital requirements until such time that its consolidated total assets equal $3 billion or more or if the FRB determines that the Company is no longer deemed to be a small bank holding company. However, if the Company had been subject to these regulatory capital requirements, it would have exceeded all regulatory requirements.

In August of 2020, the Federal banking agencies adopted the final version of the community bank leverage ratio framework rule (the “CBLR”), implementing two interim final rules adopted in April of 2020.  The rule provides an optional, simplified measure of capital adequacy.  Under the optional CBLR framework, the CBLR was 8.5% through calendar year 2021 and is 9% thereafter.  The rule is applicable to all non-advanced approaches FDIC-supervised institutions with less than $10 billion in total consolidated assets.  Banks not electing the CBLR framework will continue to be subject to the generally applicable risk-based capital rule.  At the present time, the Company and the Bank do not intend to elect to use the CBLR framework.

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As of June 30, 2025, the Bank’s capital ratios exceeded applicable regulatory requirements. The following table presents the capital ratios for the Bank, compared to the regulatory standards for well-capitalized depository institutions, as of June 30, 2025.

(amounts in thousands except percentage amounts)
Actual Well Capitalized
Capital Ratio Ratio<br><br> <br>Requirement
Leverage $ 211,971 11.27 % 5.0 %
Common Equity Tier 1 $ 211,971 16.86 % 6.5 %
Tier 1 Risk-Based $ 211,971 16.86 % 8.0 %
Total Risk-Based $ 227,701 18.12 % 10.0 %

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ITEM 3.   – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company believes that there have been no material changes in the quantitative and qualitative disclosures about market risk as of June 30, 2025, from those presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which are incorporated by reference herein.

ITEM 4.   – CONTROLS AND PROCEDURES

(a)  We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of June 30, 2025.  This conclusion is based on an evaluation conducted under the supervision and with the participation of management.

(b)  During the quarter ended June 30, 2025, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II   – OTHER INFORMATION

ITEM 1. – LEGAL PROCEEDINGS

Neither the Company nor the Bank is a party to any material pending legal proceeding, nor is any of their property the subject of any material pending legal proceeding, except ordinary routine litigation arising in the ordinary course of the Bank’s business and incidental to its business, none of which is expected to have a material adverse impact upon the Company’s or the Bank’s business, financial position or results of operations.

ITEM 1A. – RISK FACTORS

We are subject to various risks and uncertainties, which could materially affect our business, results of operations, financial condition, future results, and the trading price of our common stock. You should read carefully the following information together with the information appearing in Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K. The following information supplements and, to the extent inconsistent, supersedes some of the information appearing in the “Risk Factors” section of our 2024 Form 10‑K. These risk factors, as well as our condensed consolidated financial statements and notes thereto and the other information appearing in this Report, should be reviewed carefully for important information regarding risks that affect us.

Changes in U.S. and Foreign Government Policies, Including the Imposition of or Further Increases in Tariffs and Changes to Existing Trade Agreements, Could Have a Material Adverse Effect on the Bank’s Customers, Which, in Turn, Could Adversely Affect Our Business, Financial Condition and Results of Operations

In February 2025, the new Trump Administration announced that it would be imposing increases in tariffs on goods imported to the U.S. from Canada, Mexico, and China, and, in April 2025, the Administration announced the imposition of increased tariffs on goods imported to the U.S. from other countries. As a consequence, other countries, in retaliation to the U.S.’s tariff measures, announced the imposition of increased levels of tariffs on goods exported to such countries by companies in the U.S.  The Administration subsequently announced a delay of 90 days in the implementation of those increased tariffs for most other countries, leaving in place, however, a 10% baseline tariff that went into effect on April 5 and that applies to nearly all imports from all countries.  The 90-day pause on the implementation of nearly all of the country-specific tariffs was initially set to expire on July 8, 2025, but was extended to August 1, 2025, to provide additional time to negotiate and finalize bilateral trade agreements with key countries. On July 31, 2025, the Trump Administration issued an Executive Order further adjusting the tariff rates to be applied against nearly 70 countries, effective August 7, 2025.  The Trump Administration has announced agreements in principle regarding tariffs with certain significant trading partners of the United States, including the European Union and South Korea.  It remains uncertain whether such agreements

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in principle will lead to definitive agreements with such trading partners and, if so, on what terms and whether agreements with other trading partners will eventually be consummated. These tariffs could be of particular concern to U.S. companies operating in the agricultural sector who export agricultural goods to other countries. The Company’s customers include a number of agricultural businesses, which could be negatively affected.

As a result of these changes to U.S. and foreign government trade policies, there may be changes to existing trade agreements, greater restrictions on free trade generally, the imposition of or significant further increases in tariffs on goods imported into the U.S., and adverse responses by foreign governments to U.S. trade policies, among other possible changes. While the Administration has announced a delay in the implementation of those increased tariffs for most countries until August 1, 2025, the 10% baseline tariff that applies to nearly all imports from all countries remains in effect, country-specific bilateral trade negotiations are ongoing, and it remains unclear what the Administration or foreign governments will or will not do with respect to tariffs or trade agreements and policies. The extent and duration of any tariffs, and the resulting impact on economic conditions generally and on our customers’ businesses in particular are uncertain and depend on various factors, such as negotiations between the U.S. and other countries, the responses of such countries, and exemptions or exclusions that may be granted. A significant trade disruption or the establishment or further increase of any tariffs, trade protection measures or restrictions could result in lost sales, adversely impacting our banking customers and their businesses, including our agricultural business customers. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures and/or adversely impact global supply chains, which could increase the costs of doing business for our banking customers.  Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the countries where our banking customers currently sell products, including agricultural products, and any resulting negative sentiments towards the U.S. and U.S. businesses as a result of such changes, could also have a material adverse effect on our banking customers’ business, financial condition, results of operations and cash flows.  If these events negatively affect our banking clients, or general economic conditions nationally, in California, or in our local markets, our business, financial condition and results of operations could be adversely affected.

Negative Developments in the Banking Industry, and any Legislative and/or Bank Regulatory Actions that may Result, Could Adversely Affect our Business Operations, Results of Operations and Financial Condition.

The high-profile bank failures of Silicon Valley Bank, Signature Bank and First Republic Bank in 2023, and related negative media attention, generated significant market trading volatility among publicly-traded bank holding companies and, in particular, regional and community banks, such as the Company. These developments negatively impacted customer confidence in the safety and soundness of regional and community banks.  Defaults by, or even rumors or questions about, one or more financial institutions or the financial services industry generally, may lead to market-wide liquidity problems and losses of client, creditor and counterparty confidence and could lead to losses or defaults by us or by other financial institutions.

While we currently do not anticipate liquidity constraints of the kind that caused these other financial services institutions to fail or require external support, constraints on our liquidity could occur as a result of customers choosing to maintain their deposits with larger financial institutions or to invest in higher yielding short-term fixed income securities, which could materially adversely impact our liquidity, cost of funding, loan funding capacity, net interest margin, capital and results of operations. If we were required to sell a portion of our securities portfolio to address liquidity needs, we may incur losses, including as a result of the negative impact of rising interest rates on the value of our securities portfolio, which could negatively affect our earnings and our capital. While the Company has taken actions which aim to maintain adequate and diversified sources of funding and management believes that its liquidity measures are reasonable in light of the nature of the Bank’s customer base, there can be no assurance that such actions will be sufficient in the event of a sudden liquidity crisis.

These bank failures may also result in potentially adverse changes to laws or regulations governing banks and bank holding companies, enhanced regulatory supervision and examination policies and priorities, and/or the imposition of restrictions through regulatory supervisory or enforcement activities, including higher capital requirements and/or an increase in the Bank’s deposit insurance assessments. The FDIC has proposed that Congress consider various changes in the FDIC insurance program, including possible increases in the deposit insurance limit for certain types of accounts, such as business payment accounts.  Although these legislative and regulatory actions cannot be predicted with certainty, any of these potential legislative or regulatory actions could, among other things, subject us to additional costs, limit the types of financial services and products we may offer, and reduce our profitability, any of which could materially and adversely affect our business, results of operations or financial condition.

Economic Conditions in the U.S. May Soften or Become Recessionary with Resultant Adverse Consequences for the U.S. Financial Services Industry and for the Bank

Following the financial crisis of 2008, adverse financial and economic developments impacted U.S. and global economies and financial markets and presented challenges for the banking and financial services industry and for us. These developments included a general recession both globally and in the U.S. accompanied by substantial volatility in the financial markets.

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In response, various significant economic and monetary stimulus measures were implemented by the U.S. government.  The FRB also pursued a highly accommodative monetary policy aimed at keeping interest rates at historically low levels.  The more recent tightening of the Federal Reserve’s monetary policies, including repeated and aggressive increases in target range for the federal funds rate as well as the conclusion of the Federal Reserve’s tapering of asset purchases, together with ongoing economic and geopolitical instability, increases the risk of an economic recession. The Federal Reserve has signaled caution in easing monetary policy citing strong robust GDP growth, and persistent inflation as reasons to delay rate cuts.

As noted previously, the Trump Administration recently imposed increased tariffs on goods imported to the U.S. from other countries. As a consequence, other countries, in retaliation to the U.S.’s tariff measures, announced the imposition of increased levels of tariffs on goods exported to such countries by companies in the U.S.  The Administration subsequently announced a delay of 90 days in the implementation of those increased tariffs for most other countries, leaving in place, however, a 10% baseline tariff that went into effect on April 5 and that applies to nearly all imports from all countries.  The 90-day pause on the implementation of nearly all of the country-specific tariffs was initially set to expire on July 8, 2025, but was extended to August 1, 2025, to provide additional time to negotiate and finalize bilateral trade agreements with key countries. On July 31, 2025, the Trump Administration issued an Executive Order further adjusting the tariff rates to be applied against nearly 70 countries, effective August 7, 2025.  The Trump Administration has announced agreements in principle regarding tariffs with certain significant trading partners of the United States, including the European Union and South Korea.  It remains uncertain whether such agreements in principle will lead to definitive agreements with such trading partners and, if so, on what terms and whether agreements with other trading partners will eventually be consummated. It remains unclear what the Administration or foreign governments will or will not do with respect to tariffs or trade agreements and policies.  International trade disputes, including those related to tariffs, could result in inflationary pressures and/or adversely impact global supply chains, which could increase the costs of doing business for our banking customers.  Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets, which could have resulting material adverse effects on general economic conditions nationally, in California, or in our local markets.  Some economists have predicted that the Administration’s steep new tariffs could curtail growth and result in price increases for American consumers, ultimately increasing the likelihood of a U.S. recession.  Any of these developments could adversely affect our business, financial condition and results of operations.

We, and other financial services companies, are impacted to a significant degree by current economic conditions. If the U.S. economy weakens, our growth and profitability from our lending, deposit and investment operations could be constrained and our asset quality, deposit levels, loan demand and results of operations may be adversely affected.

The U.S. government continues to face significant fiscal and budgetary challenges which, if not resolved, could result in renewed adverse U.S. economic conditions. These challenges may be intensified over time if federal budget deficits were to increase and Congress and the Administration cannot effectively work to address them. The overall level of the federal government's debt, the extensive political disagreements regarding the government's statutory debt limit and the continuing substantial federal budget deficits led to a downgrade from “AAA” to “AA+” of the long-term sovereign credit rating of United States debt by one credit rating agency in 2023. In May 2025, Moody’s lowered the U.S. government’s long-term issuer and senior unsecured ratings from “Aaa” to “Aa1”.  This downgrade means that all three major credit rating agencies have downgraded the U.S. credit rating below their top rating.  This risk could be exacerbated over time.

If substantial federal budget deficits were to continue or increase in the years ahead, further downgrades by the credit rating agencies with respect to the obligations of the U.S. federal government could occur. Any such further downgrades could increase over time the U.S. federal government’s cost of borrowing, which may worsen its fiscal challenges, as well as generate further upward pressure on interest rates generally in the U.S. which could, in turn, have adverse consequences for borrowers and the level of business activity. The long-term impact of this situation, including the impact to the Bank's investment securities portfolio and other assets, cannot be predicted.

Adverse Economic Factors Affecting Certain Industries the Bank Serves Could Adversely Affect Our Business

The Bank is subject to certain industry-specific economic factors. For example, a portion of the Bank’s total loan portfolio is related to residential and commercial real estate, especially in California.  Increases in residential mortgage loan interest rates could have an adverse effect on the Bank’s operations by depressing new mortgage loan originations, which in turn could negatively impact the Bank’s title and escrow deposit levels.  Additionally, a downturn in the residential real estate and housing industries in California could have an adverse effect on the Bank’s operations and the quality of its real estate and construction loan portfolio.  Although the Bank does not engage in subprime or negative amortization lending, we are not immune to volatility in the real estate market. Real estate valuations are influenced by demand, and demand is driven by economic factors such as employment rates and interest rates, which have been, and may continue to be, affected by the pandemic.  These factors could adversely impact the quality of the Bank’s residential construction, residential mortgage and construction related commercial portfolios in various ways, including by decreasing the value of the collateral for our loans, and thereby negatively affecting the Bank’s overall loan portfolio.

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The Bank provides financing to, and receives deposits from, businesses in a number of other industries that may be particularly vulnerable to industry-specific economic factors, including the home building, commercial real estate, retail, agricultural, industrial, and commercial industries. Following the financial crisis of 2008, the home building industry in California was especially adversely impacted by the deterioration in residential real estate markets, which lead the Bank to take additional provisions and charge-offs against credit losses in this portfolio. The recessionary economic and market conditions resulting from the COVID-19 pandemic also significantly affected the commercial and residential real estate markets in the U.S. generally, and in California in particular, decreasing property values, increasing the risk of defaults and reducing the value of real estate collateral.  Continued volatility in fuel prices and energy costs and return of drought conditions in California could also adversely affect businesses in several of these industries.

As noted previously, the Trump Administration recently imposed increased tariffs on goods imported to the U.S. from other countries. As a consequence, other countries, in retaliation to the U.S.’s tariff measures, announced the imposition of increased levels of tariffs on goods exported to such countries by companies in the U.S.  The Administration subsequently announced a delay of 90 days in the implementation of those increased tariffs for most other countries, leaving in place, however, a 10% baseline tariff that went into effect on April 5 and that applies to nearly all imports from all countries. The 90-day pause on the implementation of nearly all of the country-specific tariffs was initially set to expire on July 8, 2025, but was extended to August 1, 2025, to provide additional time to negotiate and finalize bilateral trade agreements with key countries. On July 31, 2025, the Trump Administration issued an Executive Order further adjusting the tariff rates to be applied against nearly 70 countries, effective August 7, 2025.  The Trump Administration has announced agreements in principle regarding tariffs with certain significant trading partners of the United States, including the European Union and South Korea.  It remains uncertain whether such agreements in principle will lead to definitive agreements with such trading partners and, if so, on what terms and whether agreements with other trading partners will eventually be consummated. Such tariffs could be of particular concern to U.S. companies operating in the agricultural sector who export agricultural goods to other countries. The Company’s customers include a number of agricultural businesses, which could be negatively affected. See “Changes in U.S. and Foreign Government Policies, Including the Imposition of or Further Increases in Tariffs and Changes to Existing Trade Agreements, Could Have a Material Adverse Effect on the Bank’s Customers, Which, in Turn, Could Adversely Affect Our Business, Financial Condition and Results of Operations,” above in these “Risk Factors” in this Quarterly Report on Form 10-Q.

Industry specific risks are beyond the Bank’s control and could adversely affect the Bank’s portfolio of loans, potentially resulting in an increase in non-performing loans or charge-offs and a slowing of growth or reduction in our loan portfolio.

In recent years, wildfires across California and in our market areas resulted in significant damage and destruction of property and equipment. The fire damage resulted in adverse economic impacts to those affected markets and beyond and on the Bank's customers.  In addition, the major electric utility company in our region has adopted programs of electrical power shut-offs, often for multiple days, in wide areas of Northern California during periods of high winds and high fire danger.  Shut-offs of power by this utility have adversely impacted the business of some of our customers and also have resulted in some of our branches being temporarily closed.  It can be expected that these events will continue to occur from time to time in the areas served by the Bank, and that the consequences of these natural disasters, including programs of public utility public safety power outages when weather conditions and fire danger warrant, may adversely affect the Bank’s business and that of its customers. It is also possible that climate change may be increasing the severity or frequency of adverse weather conditions, thus increasing the impact of these types of natural disasters on our business and that of our customers.  For additional information, see "Our Operations, Business and Customers Could be Materially Adversely Affected by the Physical Effects of Climate Change, as well as Governmental and Societal Responses to Climate Change," in "Risk Factors" in our 2024 Form 10-K.

The long-term impact of these developments on the markets we serve cannot be predicted at this time.

The Bank is Subject to Interest Rate Risk

The income of the Bank depends to a great extent on “interest rate differentials” and the resulting net interest margins (i.e., the difference between the interest rates earned on the Bank’s interest-earning assets such as loans and investment securities, and the interest rates paid on the Bank’s interest-bearing liabilities such as deposits and borrowings). Changes in the relationship between short-term and long-term market interest rates or between different interest rate indices can impact our interest rate differential, possibly resulting in a decrease in our interest income relative to interest expense. Interest rates are highly sensitive to many factors, which are beyond the Bank’s control, including, but not limited to, general economic conditions and the policies of various governmental and regulatory agencies, in particular, the FRB. Changes in monetary policy, including changes in interest rates, influence the origination of loans, the purchase of investments and the generation of deposits and affect the rates received on loans and investment securities and paid on deposits.  In addition, an increase in interest rates could adversely affect clients’ ability to pay the principal or interest on existing loans or reduce their borrowings. This may lead to an increase in our non-performing assets, a decrease in loan originations, or a reduction in the value of and income from our loans, any of which could have a material and negative effect on our operations.

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Fluctuations in market rates and other market disruptions are neither predictable nor controllable and may adversely affect our financial condition and earnings.  Since 2022, inflationary pressures have affected many aspects of the U.S. economy, including gasoline and fuel prices, and global and domestic supply-chain issues have also had a disruptive effect on many industries, including the agricultural industry. In January 2022, due to elevated levels of inflation and corresponding pressure to raise interest rates, the FRB announced after several periods of historically low federal funds rates and yields on Treasury notes that it would be slowing the pace of its bond purchasing and increasing the target range for the federal funds rate over time. The FOMC increased the target range 525 basis points from March 2022 through July 2023.  The target range remained unchanged through much of 2024 until the FOMC decreased the rate 100 basis points during the last four months of the year.  As of December 31, 2024, the target range for the federal funds rate had been decreased to 4.25% to 4.50%. It remains uncertain whether the FOMC will further decrease the target range for the federal funds rate to attain a monetary policy sufficiently restrictive to return inflation to more normalized levels, further reduce the federal funds rate or leave the rate at its current elevated level for a lengthy period of time.  As noted previously, the Trump Administration recently imposed increased tariffs on goods imported to the U.S. from other countries. As a consequence, other countries, in retaliation to the U.S.’s tariff measures, announced the imposition of increased levels of tariffs on goods exported to such countries by companies in the U.S.  The Administration subsequently announced a delay of 90 days in the implementation of those increased tariffs for most other countries, leaving in place, however, a 10% baseline tariff that went into effect on April 5 and that applies to nearly all imports from all countries.  The 90-day pause on the implementation of nearly all of the country-specific tariffs was initially set to expire on July 8, 2025, but was extended to August 1, 2025, to provide additional time to negotiate and finalize bilateral trade agreements with key countries. On July 31, 2025, the Trump Administration issued an Executive Order further adjusting the tariff rates to be applied against nearly 70 countries, effective August 7, 2025.  The Trump Administration has announced agreements in principle regarding tariffs with certain significant trading partners of the United States, including the European Union and South Korea.  It remains uncertain whether such agreements in principle will lead to definitive agreements with such trading partners and, if so, on what terms and whether agreements with other trading partners will eventually be consummated. Such tariffs could result in increased inflationary pressures on the U.S. economy. These developments could adversely affect our banking customers’ businesses, which, in turn, could adversely affect our business, financial condition and results of operations.  See “Economic Conditions in the U.S. May Soften or Become Recessionary with Resultant Adverse Consequences for the U.S. Financial Services Industry and for the Bank,” above in these “Risk Factors” in this Quarterly Report on Form 10-Q.

Beginning in 2021, the U.S. Economy Began to Reflect Relatively Rapid Rates of Increase in the Consumer Price Index and Other Economic Indices; a Prolonged Elevated Rate of Inflation Could Present Risks for the U.S. Banking Industry and Our Business.

Beginning in 2021, the U.S. economy exhibited relatively rapid rates of increase in the consumer price index and other economic indices. If the U.S. economy encounters a significant, prolonged rate of inflation, this could pose higher relative risks to the banking industry and our business.  Such inflationary periods have historically corresponded with relatively weaker earnings and higher credit losses for banks.  In the past, inflationary environments have caused financing conditions to tighten and have increased borrowing costs for some marginal borrowers which, in turn, has impacted bank credit quality and loan growth.  Additionally, a sustained period of inflation well above the FRB’s long-term target could prompt broad-based selling of longer-duration, fixed-rate debt, which could have negative implications for equity and real estate markets.  Lower interest rates enable less credit-worthy borrowers to more readily meet their debt obligations.  Small businesses and leveraged loan borrowers can be challenged in a materially higher-rate environment.  Higher interest rates can also present challenges for commercial real estate projects, pressuring valuations and loan-to-value ratios.  The FRB initiated a series of significant interest rate increases in response to the recent economic developments.  For additional information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Net Interest Income" in our 2024 Form 10-K and "-Interest Income" in this Quarterly Report on Form 10-Q.

In addition, the war between Russia and Ukraine and global reactions thereto have increased U.S. domestic and global energy prices.  Oil supply disruptions related to the Russia-Ukraine conflict, and sanctions and other measures taken by the U.S. or its allies, could lead to higher costs for gas, food and goods in the U.S. and exacerbate the inflationary pressures on the economy. As noted previously, the Trump Administration recently imposed increased tariffs on goods imported to the U.S. from other countries. As a consequence, other countries, in retaliation to the U.S.’s tariff measures, announced the imposition of increased levels of tariffs on goods exported to such countries by companies in the U.S.  The Administration subsequently announced a delay of 90 days in the implementation of those increased tariffs for most other countries, leaving in place, however, a 10% baseline tariff that went into effect on April 5 and that applies to nearly all imports from all countries.  The 90-day pause on the implementation of nearly all of the country-specific tariffs was initially set to expire on July 8, 2025, but was extended to August 1, 2025, to provide additional time to negotiate and finalize bilateral trade agreements with key countries. On July 31, 2025, the Trump Administration issued an Executive Order further adjusting the tariff rates to be applied against nearly 70 countries, effective August 7, 2025.  The Trump Administration has announced agreements in principle regarding tariffs with certain significant trading partners of the United States, including the European Union and South Korea.  It remains uncertain whether such agreements in principle will lead to definitive agreements with such trading partners and, if so, on what terms and whether agreements with other trading partners will eventually be consummated. Such tariffs could result in increased inflationary pressures on the U.S. economy. These developments could adversely affect our

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banking customers’ businesses, which, in turn, could adversely affect our business, financial condition and results of operations.  See “Economic Conditions in the U.S. May Soften or Become Recessionary with Resultant Adverse Consequences for the U.S. Financial Services Industry and for the Bank,” above in these “Risk Factors” in this Quarterly Report on Form 10-Q.

Changes in the U.S. Tax Laws Have Impacted, and May Impact, Our Business and Results of Operations in a Variety of Ways, Some of Which Are Positive, and Others Which May Be Negative

The Tax Cuts and Jobs Act (“TCJA”), signed into law on December 22, 2017, enacted sweeping changes to the U.S. federal tax laws generally effective January 1, 2018.  These changes have impacted our business and results of operations in a variety of ways, some of which are positive and others which are negative.  The TCJA reduced the corporate tax rate to 21% from 35%, which resulted in a net reduction in our annual income tax expense and which has also benefited many of our corporate and other small business borrowers.  However, our ability to utilize tax credits, such as those arising from low-income housing and alternative energy investments, is constrained by the lower tax rate.  Increases in the U.S. corporate tax rate could adversely impact our profitability and that of our business and commercial customers. On July 4, 2025, the One Big Beautiful Bill Act was enacted into law, which included certain modifications to U.S. tax law. The Company is currently evaluating the provisions of this Act but does not expect it to have a material impact on our consolidated financial statements.

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ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The Company made the following purchases of its common stock during the three months ended June 30, 2025:

(a) (b) (c) (d)
Period Total number of<br><br> <br>shares purchased Average price<br><br> <br>paid per share Number of shares<br><br> <br>purchased as part of<br><br> <br>publicly announced<br><br> <br>plans or programs Maximum number of<br><br> <br>shares that may yet be<br><br> <br>purchased under the<br><br> <br>plans or programs^(1)^
April 1 - April 30, 2025 — — — 416,852
May 1 - May 31, 2025 33,863 $ 9.85 33,863 382,989
June 1 - June 30, 2025 54,900 $ 9.88 54,900 328,089
Total 88,763 88,763
(1) On March 27, 2024, the Company approved a stock repurchase program effective May 1, 2024.  The stock repurchase program, which remains in effect until April 30, 2026 unless terminated sooner, allows<br> repurchases by the Company in an aggregate amount of no more than 6% of the Company’s 15,550,731 outstanding shares of common stock as of March 21, 2024.  This represented total shares of 979,695 eligible for repurchase at May 1, 2024.<br> The total number of shares eligible for repurchase has been adjusted to give retroactive effect to stock dividends and stock splits, including the 5% stock dividend declared on January 23, 2025, paid on March 25, 2025 to shareholders of<br> record as of February 28, 2025.
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ITEM 3. – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. – OTHER INFORMATION

None.

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ITEM 6.   – EXHIBITS

Exhibit<br><br> <br>Number Description of Document
10.1 First Northern Community Bancorp 2026 Stock Incentive Plan* - provided herewith
10.2 First Northern Community Bancorp 2026 Employee Stock Purchase Plan* - provided herewith
31.1 Rule 13a — 14(a) Certification of Chief Executive Officer
31.2 Rule 13a — 14(a) Certification of Chief Financial Officer
32.1** Statement of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2** Statement of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income/Loss,<br> (iv) the Condensed Consolidated Statement of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements. The XBRL instance document does not appear in the<br> Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*  Management contract or compensatory plan, contract or arrangement.

**  In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

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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 thereunto duly authorized.

FIRST NORTHERN COMMUNITY BANCORP
Date: August 8, 2025 By: /s/  Kevin Spink
Kevin Spink, Executive Vice President / Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

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Exhibit 10.1

First Northern Community Bancorp

2026 Stock Incentive Plan

(Adopted by the Board of Directors as of March 20, 2025)

SECTION 1.       PURPOSE.The Plan was adopted by the Board of Directors and shall be effective as of March 15, 2026 or such earlier date when the Board of Directors has terminated the First Northern Community Bancorp Amended and Restated 2016 Stock Incentive Plan, in each case subject to the approval of the Company’s shareholders.  The purpose of the Plan is to offer selected service providers the opportunity to acquire equity in the Company through awards of Options (which may constitute incentive stock options or nonstatutory stock options), Restricted Shares, Stock Appreciation Rights, Stock Units and Other Stock Awards.

SECTION 2.        DEFINITIONS.“Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.“Award” shall mean, individually or collectively, a grant under the Plan of Options, Restricted Shares, Stock Appreciation Rights, Stock Units, Other Stock Awards, or Performance Based Awards.

(c) “Award Agreement”shall mean the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan, as<br> determined by the Board.  The Award Agreement is subject to the terms and conditions of the Plan.(d)“Board” shall mean the Board of Directors of the Company, as constituted from time to time.“Cause”(i) shall have the meaning provided to such term in any employment, consulting or other employment-related agreement by and between a Participant and the Company (or its affiliates and<br> subsidiaries, as applicable), or (ii) if no such agreement is in place, then “Cause” shall mean a Participant has (A) willfully and intentionally violating any state or federal banking or securities laws or the bylaws, rules, policies<br> or resolutions of the Company or the rules or regulations of the Federal Deposit Insurance Corporation, Federal Reserve Board or other regulatory agency or governmental authority having jurisdiction over the Company; (B) been convicted<br> of any felony or a crime involving moral turpitude, or willfully and intentionally committing a fraudulent or dishonest act; or (C) willfully and intentionally disclosed, without authority, any secret or confidential information<br> concerning the Company or any customer of the Company or taken any action which the Board determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any<br> customer to breach any contract with the Company.“Change in Control”shall mean the occurrence of any of the following events: A merger into or consolidation with another corporation, or merger of<br> another corporation into Company or its parent holding company, First Northern Community Bancorp (“Bancorp”), and as a result less than fifty percent (50%) of the combined voting power of the<br> resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of Company or Bancorp immediately before the merger or consolidation.
ii. One person, or more than one person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock possessing thirty<br> percent (30%) or more of the total voting power of the stock of Company or Bancorp (this constitutes acquisition of "Effective Control").  No Change in Control shall occur if additional voting<br> shares are acquired by a person or persons who possessed Effective Control prior to acquiring additional shares.  This shall not apply to beneficial ownership of voting shares held in a fiduciary capacity by an entity of which Company<br> or Bancorp directly or indirectly beneficially owns fifty percent (50%) or more of the outstanding voting securities, or voting shares held by an employee benefit plan maintained for the benefit of the Company's employees.
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iii. A majority of the members of the Board of the Company or Bancorp is replaced during any twenty-four (24)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Bank or<br> Bancorp before the date of the appointment or election.  This subparagraph shall only apply with respect to Bancorp if no other corporation is a majority shareholder of Bancorp.
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iv. A Change in Control shall only occur with respect to Bancorp if Bancorp (i) is a majority shareholder of the Company; (ii) is a majority shareholder of any corporation in a chain of corporations in which each corporation is a<br> majority shareholder of another corporation in the chain, ending in the Company; or (iii) is otherwise a “Relevant Corporation” as that term is used and defined in Code Section 409A (“Section 409A”). <br> For purposes of this Section 2(f), majority shareholder means a shareholder owning more than fifty percent (50%) of the total fair market value and total voting power of the Company, Bancorp, or a corporation in the chain referenced<br> above.  No Change in Control shall occur unless the event constitutes a “Change of Ownership of a Corporation” or a “Change in the Effective Control of a Corporation” as defined under Section 409A.
(g) “Code” shall mean the Internal Revenue Code of 1986, as amended.“Committee” shall mean the Compensation Committee as<br> designated by the Board, which is authorized to administer the Plan, as described in Section 3 hereof.“Company” shall mean First Northern Community Bancorp, a California corporation.“Consultant” shall mean a consultant or advisor who is not an Employee or Outside Director and who performs bona fide services for the Company, a Parent, a Subsidiary or an Affiliate.“Disability” shall mean that the Participant is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected<br> to result in death or can be expected to last for a continuous period of not less than twelve months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be<br> expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company's employees.  The Company<br> may, in its discretion, rely on a determination by the Social Security Administration or an insurance carrier (if the definition of "disability" applied by the carrier is consistent with this section) in determining whether a<br> Participant has a Disability, and may require the Participant to submit proof of such determination.“Employee” shall mean any individual who is a common-law employee of the Company, a Parent, a<br> Subsidiary or an Affiliate and who is an “employee” within the meaning of Section 3401(c) of the Code and regulations issued thereunder.“Exchange Act” shall mean the U.S. Securities and<br> Exchange Act of 1934, as amended.“Exercise Price” shall mean the amount for which one Share may be purchased upon the exercise of an Option, or the amount from which appreciation is measured upon<br> exercise of a Stock Appreciation Right, as specified in an Award Agreement.“Fair Market Value” means the fair market value of one Share, determined as follows:(i)if the Company’s Stock is traded<br> on any established national securities exchange, including the New York Stock Exchange or The Nasdaq Stock Market, on the date in question, then the Fair Market Value shall be equal to the closing price as quoted on such exchange (or<br> the exchange with the greatest volume of trading in such Stock) on such date as reported in the Wall Street Journal or such other source as the Committee deems reliable; or
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(ii) if the foregoing provision is not applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.
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For any date that is not a day on which the national stock exchange on which the Stock is traded is open for trading (a “Trading Day”), the Fair Market Value of a Share for such date shall be determined by using the closing sale price for the immediately preceding Trading Day.  Determination of the Fair Market Value pursuant to the foregoing provisions shall be conclusive and binding on all persons.

(p) “ISO” shall mean an incentive stock option described in Section 422(b) of the Code.“NSO” shall mean a stock option<br> that is not an ISO.“Option” shall mean an ISO or NSO granted under the Plan and entitling the holder to purchase Shares.“Other Stock Award” shall mean an<br> Award based in whole or in part by reference to Stock which is granted pursuant to the terms and conditions of Section 10(g) of the Plan.“Outside Director” shall mean a member of the Board of the<br> Company, a Parent or a Subsidiary who is not an Employee.“Parent” shall mean Bancorp, and any other corporation (other than the Company) in an unbroken chain of corporations ending with the<br> Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  A corporation that<br> attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.“Participant” shall mean the holder of an outstanding Award.“Plan” shall mean the First Northern Community Bancorp 2026 Stock Incentive Plan.“Purchase Price” shall mean the consideration for which one Share may be<br> acquired under the Plan

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pursuant to a Restricted Shares.(y)“Restricted Shares” shall mean an award or sale of Shares pursuant to the terms and conditions of Section 6 of the Plan.

(z) “Securities Act” shall mean the U.S. Securities Act of 1933, as amended.“Service” shall mean service as an Employee, a<br> Consultant or an Outside Director, subject to such further limitations as may be set forth in the applicable Award Agreement.  Service shall be deemed to continue during a bona fide leave of absence approved by the Company in writing if<br> and to the extent that continued crediting of Service for purposes of the Plan is expressly required by the terms of such leave or by applicable law, as determined by the Company.  However, for purposes of determining whether an Option<br> is entitled to ISO status, and to the extent required under the Code, an Employee’s employment will be treated as terminating three (3) months after such Employee went on leave, unless such Employee’s right to return to active work is<br> guaranteed by law or by a contract or such Employee immediately returns to active work.  The Company determines which leaves count toward Service, and when Service terminates for all purposes under the Plan.  In the absence of such<br> determination, vesting of an Award shall be tolled during any unpaid leave (unless otherwise required by applicable law); provided, however, that upon a Participant’s return from military leave (under conditions that would entitle the<br> Participant to protection upon such return under the Uniformed Services Employment and Reemployment Rights Act), the Participant shall be given vesting credit with respect to Awards to the same extent as would have applied had the<br> Participant continued to provide services to the Company (or any Parent or Subsidiary, if applicable) throughout the leave on the same terms as the Participant was providing services immediately prior to such leave.“Share”shall mean one share of Stock, as adjusted in accordance with Section 11 (if applicable).“Stock” shall mean the common stock of the Company.“Stock Appreciation Right” or “SAR” shall mean a stock appreciation right which is granted pursuant to the terms and conditions of Section 8 of the Plan.“Stock<br><br> Units” shall mean an Award of an unfunded and unsecured right to receive Shares (or cash or a combination of Shares and cash, as determined in the sole discretion of the Board) upon settlement of the Award, which is granted<br> pursuant to the terms and conditions of Section 10 of the Plan.“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company,<br> if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such<br> chain.  A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.“Ten-Percent Shareholder” means<br> an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries.  In determining stock ownership for purposes of this<br> Section 2(gg), the attribution rules of Section 424(d) of the Code shall be applied.SECTION 2.ADMINISTRATION.General Rule.  The Plan shall be<br> administered by the Committee. The Committee shall consist of two or more directors of the Company.  In addition, to the extent required by the Board, the composition of the Committee shall satisfy (i) such requirements as the<br> Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and (ii) if the Stock is traded on an established stock<br> exchange (such as the New York Stock Exchange or The NASDAQ Market), such other requirements as the applicable exchange may impose on compensation committees.Committee for Non-Officer Grants. <br> The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not satisfy the requirements of Section 3(a), who may administer the Plan with respect to Employees<br> who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such Awards.  Within the limitations of the preceding<br> sentence, any reference in the Plan to the Committee shall include such committee or committees appointed pursuant to the preceding sentence.  To the extent permitted by applicable laws, the Board may also authorize one or more officers<br> of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that the Board of<br> Directors shall specify the total number of Awards that such officers may so grant.Committee Procedures.  The Board shall designate one of the members of the Committee as chairman.  The Committee<br> may hold meetings at such times and places as it shall determine.  The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing (including via email) by all<br> Committee members, shall be valid acts of the Committee.Committee Responsibilities.  Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the<br> following actions: i.To interpret the Plan and to apply its provisions;
ii. To adopt, amend or rescind rules, procedures and forms relating to the Plan;
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iii. To adopt, amend or terminate sub-plans established for the purpose of satisfying applicable foreign laws including qualifying for preferred tax treatment under applicable foreign tax laws;
iv. To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;
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v. To determine when Awards are to be granted under the Plan;
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vi. To select the Participants to whom Awards are to be granted;
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vii. To determine the type of Award and number of Shares or amount of cash to be made subject to each Award;
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viii. To prescribe the terms and conditions of each Award, including (without limitation) the Exercise Price and Purchase Price, and the vesting or duration of the Award, to determine whether an Option is to be classified as an ISO or as a<br> NSO, and to specify the provisions of the agreement relating to such Award;
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ix. To amend any outstanding Award Agreement, subject to the requirements of (e), any applicable legal restrictions and the consent of the Participant if the Participant’s rights or obligations would be materially impaired;
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x. To prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration;
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xi. To determine the disposition of each Award or other right under the Plan in the event of a Participant’s divorce or dissolution of marriage;
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xii. To determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business;
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xiii. To correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement;
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xiv. To establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; and
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xv. To take any other actions deemed necessary or advisable for the administration of the Plan.
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Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Awards under the Plan to persons subject to Section 16 of the Exchange Act.  All decisions, interpretations and other actions of the Committee shall be final and binding on all Participants, and all persons deriving their rights from a Participant.  No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan or any Award under the Plan.

(e) Cancellation and Re-Grant of Stock Awards.  Notwithstanding any contrary provision of the Plan, neither the Board, nor the Committee, nor any other committee so<br> designated by the Board, nor their designees, shall have the authority to: (i) amend the terms of outstanding Options or SARs to reduce the Exercise Price thereof, or (ii) cancel outstanding Options or SARs with an Exercise Price above<br> the current Fair Market Value per Share in exchange for another Option, SAR or other Award, unless the stockholders of the Company have previously approved such an action or such action relates to an adjustment pursuant to Section<br> 11.SECTION 4.ELIGIBILITY.Only Employees of the Company, a Parent or Subsidiary shall be eligible for the grant of ISOs.  Only Employees, Consultants and Outside Directors shall be<br> eligible for the grant of NSOs, Restricted Shares, Stock Appreciation Rights, Stock Units or Other Stock Awards.  Consultants which are entities shall be eligible for the grant of Awards (other than ISOs) subject to compliance with<br> applicable securities law requirements.

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SECTION 5. STOCK SUBJECT TO PLAN.Share Limit.  Subject to Section

          11, the aggregate number of Shares which may be issued under the Plan not exceed the number of Shares subject to outstanding awards granted under the Company’s 2016 Stock Incentive Plan \(the “Predecessor Plan”\), as of the effective date

          of the Plan, to the extent those awards expire, terminate or are cancelled

          for any reason without the issuance or delivery of such Shares, any Shares subject to vesting restrictions under the Predecessor Plan on the effective date of the
          Plan that are subsequently forfeited, and any reserved Shares not issued or subject to outstanding awards under the Predecessor Plan on the effective date of the Plan; provided, however, that such sum shall not exceed four hundred fifty thousand, four hundred fifty-two \(450,452\) Shares \(the “Authorized Share Limit”\).  The number of Shares which are subject to Options or other rights to acquire Shares pursuant to Awards which are outstanding at any time shall not exceed the number of Shares which
        then remain available for issuance under the Plan.  The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.  Shares offered under the Plan shall be
        authorized but unissued Shares.Director Grants. With respect to Awards granted to Outside Directors, the aggregate number of Shares which may be issued upon exercise or settlement of such Awards under
        the Plan shall be one-hundred thousand \(100,000\) Shares.  Any Awards granted to Outside Directors under the Plan may or may not be subject to vesting.  Vesting shall occur, if at all, in full or in installments, upon satisfaction of conditions
        specified in the applicable Award Agreement; provided, however, that all Shares subject to such an Award shall become fully vested in the event that a Change in Control takes place with respect to the Company.Limitations
          on Awards.  Subject to the provisions of Section 11, no Participant may receive Options, SARs, Restricted Shares or Stock Units under the Plan in any calendar year that relate to more
        than fifty thousand \(50,000\) Shares; provided however, that no Outside Director may receive Options, SARs, Restricted Shares or Stock Units under the Plan in any calendar year that relate to more than three thousand \(3,000\) Shares.Additional Shares.  Shares subject to Awards that are cancelled, forfeited, settled in cash or expire by their terms, and Shares subject to Awards that are used to pay withholding obligations or the Exercise
        Price of an Option, will again be available for grant and issuance in connection with other Awards.  However, Shares that have actually been issued under the Plan will not be added back to the number of Shares available for issuance under the
        Plan unless reacquired by the Company pursuant to a forfeiture provision.Substitution and Assumption of Awards.  The Board may make Awards under the Plan by assumption, substitution or replacement of
        stock options, stock appreciation rights, stock units or similar awards granted by another entity \(including a Parent or Subsidiary\), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition,
        merger, consolidation or similar transaction involving the Company \(and/or its Parent or Subsidiary\) and such other entity \(and/or its affiliate\).  The terms of such assumed, substituted or replaced Awards shall be as the Board, in its
        discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan.  Any such substitute or assumed Awards shall not count against the Authorized Share Limit set forth in Section 5\(a\) \(nor shall Shares subject to such
        Awards be added to the Shares available for Awards under the Plan as provided in Section 5\(d\) above\), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the
        exercise of ISOs under the Plan.SECTION 6.RESTRICTED SHARES.Restricted Shares.  Subject to the
        terms of the Plan, the Committee may grant an Award of Restricted Shares to Participants in such amounts as the Committee, in its sole discretion, may determine.  Each grant of Shares pursuant to a Restricted Share under the Plan shall be
        evidenced by an Award Agreement between the Participant and the Company.  Such Award shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Committee, as set forth
        in the Award Agreement, that are not inconsistent with the Plan.  The provisions of such Award Agreements need not be identical.Consideration.  If the Committee decides to sell Shares to a Participant
        rather than grant the Shares in its sole discretion, such that the Participant is required to pay a Purchase Price for such Shares before the Participant will receive the Shares, then the Committee shall determine the amount of such Purchase
        Price in its sole discretion.  The Purchase Price shall be payable in a form described in Section 8.Vesting Restrictions.  Each grant of Shares shall be subject to such vesting and forfeiture
        conditions as the Board may determine.  Such restrictions shall be set forth in the applicable Award Agreement and, unless otherwise provided in the Award Agreement, shall apply to any dividends paid with respect to such Shares.  The vesting of
        a Restricted Share granted to a Participant for Service as an Outside Director shall be automatically accelerated in full in the event of a Change in Control.Voting and Dividend Rights.  The holders of
        Restricted Shares granted under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders; provided, that the applicable Award Agreement may require that the holders of Restricted Shares invest any cash
        dividends received in additional Restricted Shares.  Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid.Restrictions on Transfer.  Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee may determine.  Such restrictions shall be set forth in the applicable
        Award

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Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.SECTION 7.STOCK OPTIONS.Stock Option Award.  Subject to the terms of the Plan, the Committee may grant Options to Participants in such amounts as the Committee, in its sole discretion, may determine.  Each grant of an Option under the Plan shall be evidenced by an Award Agreement between the Participant and the Company.  The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions imposed by the Committee, as set forth in the Award Agreement, which are not inconsistent with the Plan.  The provisions of the various Award Agreements entered into under the Plan need not be identical.Number of Shares; Kind of Option.  Each Option Award Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 11.  The Award Agreement shall also specify whether the Option is intended to be an ISO or an NSO.Exercise Price.  Each Award Agreement shall set forth the Exercise Price, which shall be payable in a form described in Section 8.  Subject to the following requirements, the Exercise Price under any Option shall be determined by the Board in its sole discretion: Minimum Exercise Price for ISOs.  The Exercise Price per Share of an ISO shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant; provided, however, that the Exercise Price per Share of an ISO granted to a Ten-Percent Shareholder shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant. Minimum Exercise Price for NSOs.  The Exercise Price per Share of an NSO shall not be less than one-hundred percent (100%) of the Fair Market Value of a Share on the date of grant.Term.  Each Award Agreement shall specify the term of the Option.  The term of an Option shall in no event exceed ten (10) years from the date of grant.  The term of an ISO granted to a Ten-Percent Shareholder shall not exceed five (5) years from the date of grant.  Subject to the foregoing, the Board in its sole discretion shall determine when an Option shall expire.(e)Exercisability.  Each Award Agreement shall specify the date when all or any installment of the Option is to become exercisable; provided, however, that no Option shall be exercisable unless the Participant has delivered to the Company an executed copy of the Award Agreement.  Subject to the following restrictions, the Board in its sole discretion shall determine when all or any installment of an Option is to become exercisable and may, in its discretion, provide for accelerated exercisability in the event of a Change in Control or other events: Options Granted to Outside Directors.  The vesting and exercisability of an Option granted to a Participant for Service as an Outside Director shall be automatically accelerated in full in the event of a Change in Control.Transferability of Options.  During a Participant’s lifetime, his or her Options shall be exercisable only by the Participant or by the Participant’s guardian or legal representatives, and shall not be transferable other than by beneficiary designation, will or the laws of descent and distribution.  Notwithstanding the foregoing, however, to the extent permitted by the Board in its sole discretion, an NSO may be transferred by the Participant to a revocable trust or to one or more family members or a trust established for the benefit of the Participant and/or one or more family members.Exercise of Options on Termination of Service.  Each Option shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s Service.  Each Award Agreement shall provide the Participant with the right to exercise the Option following the Participant’s termination of Service during the Option term, to the extent the Option was exercisable for vested Shares upon termination of Service, for at least thirty (30) days if termination of Service is due to any reason other than Cause, death or Disability, and for at least six (6) months after termination of Service if due to death or Disability (but in no event later than the expiration of the Option term).  If the Participant’s Service is terminated for Cause, the Award Agreement may provide that the Participant’s right to exercise the Option terminates immediately on the effective date of the Participant’s termination.  To the extent the Option was not exercisable for vested Shares upon termination of Service, the Option shall terminate when the Participant’s Service terminates.  The terms of the applicable Award Agreement with respect to the foregoing shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.(h)No Rights as a Shareholder.  A Participant, or a transferee of a Participant, shall have no rights as a shareholder with respect to any Shares covered by the Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of the Option.  No adjustments shall be made, except as provided in Section 11.Modification, Extension and Renewal of Options.  Within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price, or in return for the grant of a different Award for the same or a different number of Shares.  The foregoing notwithstanding, except for a modification required to comply with any applicable law, regulation or rule, no modification of an Option shall, without the consent of the Participant, materially impair his or her rights or increase the Participant’s obligations under such Option; provided, however, that a modification which

6

may cause an ISO to become an NSO shall not be treated as materially impairing a Participant’s rights or increasing a Participant’s obligations under an Award.SECTION 8.PAYMENT FOR SHARES.General.  The entire Purchase Price of Shares or Exercise Price of Options issued under the Plan shall be payable in cash, cash equivalents or one of the other forms provided in this Section 8, to the extent provided under applicable law.(b)Surrender

          of Stock.  To the extent permitted by the Committee in its sole discretion, payment may be made in whole or in part by surrendering \(in good form for transfer\), or attesting to ownership of, Shares which have already been owned by the
        Participant.  Such Shares shall be valued at their Fair Market Value on the date of surrender.\(c\) Services Rendered.  As determined by the Board
        in its discretion, Shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent, a Subsidiary or an Affiliate.\(d\)Cashless Exercise.  To
        the extent permitted by the Committee in its sole discretion, and if a public market for the Shares exists, payment may be made in whole or in part by delivery \(on a form prescribed by the Company\) of an irrevocable direction to a securities
        broker approved by the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.\(e\) Share Pledge.  To the extent permitted by the Committee in its sole discretion and by the Company’s Code of Conduct, and if a public market for the Shares exists, payment may be made in whole or in part by delivery \(on a
        form prescribed by the Company\) of an irrevocable direction to a securities broker or lender approved by the Company to pledge Shares, as partial security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of
        all or part of the Exercise Price and any withholding taxes.Net Exercise.  To the extent permitted by the Committee in its sole discretion, payment of the Exercise Price may be made by a “net exercise”
        arrangement pursuant to which the number of Shares issuable upon exercise of the Option shall be reduced by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate Exercise Price \(plus tax
        withholdings, if applicable\) and any remaining balance of the aggregate Exercise Price \(and/or applicable tax withholdings\) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by the Participant in cash or
        other form of payment permitted under the Option Award Agreement.\(g\)Other Forms of Payment. To the extent permitted by the Board in its sole discretion, payment may be made
        in any other form that is consistent with applicable laws, regulations and rules.SECTION 9.STOCK APPRECIATION RIGHTS.\(a\)Stock Appreciation Right Award.  Subject to the terms of the Plan, the Committee may grant Stock Appreciation Rights to Participants in such amounts as the Committee, in its sole discretion, may
        determine.  Each grant of a Stock Appreciation Right under the Plan shall be evidenced by an Award Agreement between the Participant and the Company.  The Stock Appreciation Right shall be subject to all applicable terms and conditions of the
        Plan and may be subject to any other terms and conditions imposed by the Committee, as set forth in the Award Agreement, which are not inconsistent with the Plan.  The provisions of the various Stock Appreciation Right Award Agreements entered
        into under the Plan need not be identical.\(b\)Number of Shares.  Each Award Agreement shall specify the number of Shares to which the SAR pertains and shall provide for the
        adjustment of such number in accordance with Section 11.\(c\)Exercise Price.  Each Award Agreement shall specify the Exercise
        Price of the SAR.  The Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of grant.Term.  Each Award Agreement shall specify the term of the SAR.  The term of a
        SAR shall in no event exceed ten \(10\) years from the date of grant.  Subject to the foregoing, the Board in its sole discretion shall determine when an Option shall expire.Exercisability.  Each Award
        Agreement shall specify the date when all or any installment of the SAR is to become exercisable; provided, however, that no SAR shall be exercisable unless the Participant has delivered to the Company an executed copy of the Award Agreement
        and no SAR shall become fully exercisable before the 12-month anniversary of the date of grant of such SAR.  The Committee in its sole discretion shall determine when all or any installment of a SAR is to become exercisable and may, in its
        discretion, provide for accelerated exercisability in the event of a Change in Control or other events.  The vesting and exercisability of a SAR granted to a Participant for Service as an Outside Director shall be automatically accelerated in
        full in the event of a Change in Control.  SARs may be awarded in combination with Options, and such Awards may provide that the SARs will not be exercisable unless the related Options are forfeited.Exercise of
          SARs.  Upon exercise of a SAR, the Participant \(or any person having the right to exercise the SAR after his or her death\) shall receive from the Company \(a\) Shares, \(b\) cash or \(c\) a combination of Shares and cash, as the Committee
        shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value \(on the date of surrender\) of the Shares subject to the
        SARs exceeds the Exercise Price.\(g\)Transferability of SARs.  During a Participant’s lifetime, his or her SARs shall be exercisable only by the Participant or by the
        Participant’s guardian or legal representatives, and shall not be transferable other than by beneficiary designation, will or the laws of descent and distribution.  Notwithstanding the foregoing, however, to the extent permitted by the
        Committee in its sole discretion, a SAR may be transferred by the Participant to a revocable trust or to one or more family members or a trust established for the benefit of the Participant and/or one or more

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family members.(h)Exercise of SARs on Termination of Service.  Each SAR shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s Service.  Each Award Agreement shall provide the Participant with the right to exercise the SAR following the Participant’s termination of Service during the SAR term, to the extent the SAR was vested upon termination of Service, for at least thirty (30) days if termination of Service is due to any reason other than Cause, death or Disability, and for at least six (6) months after termination of Service if due to death or Disability (but in no event later than the expiration of the SAR term).  If the Participant’s Service is terminated for Cause, the SAR Award Agreement may provide that the Participant’s right to exercise the SAR terminates immediately on the effective date of the Participant’s termination.  To the extent the SAR was not vested upon termination of Service, the SAR shall terminate when the Participant’s Service terminates.  The terms of the applicable Award Agreement with respect to the foregoing shall be determined in the sole discretion of the Committee, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.No Rights as a Shareholder.  A Participant, or a transferee of a Participant, shall have no rights as a shareholder with respect to any Shares covered by the SAR unless and until such person becomes entitled to receive Shares upon exercise of the SAR.  No adjustments shall be made, except as provided in Section 11.(j)Modification, Extension and Renewal of SARs.  Within the limitations of the Plan, the Committee may modify, extend or renew outstanding SARs or may accept the cancellation of outstanding SARs (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new SARs for the same or a different number of Shares and at the same or a different Exercise Price, or in return for the grant of a different Award for the same or a different number of Shares.  The foregoing notwithstanding, except for a modification required to comply with any applicable law, regulation or rule, no modification of a SAR shall, without the consent of the Participant, materially impair his or her rights or increase the Participant’s obligations under such SAR.SECTION 10.STOCK UNITS AND OTHER STOCK AWARDS.(a)Stock Units Award.  Subject to the terms of the Plan, the Committee may grant Stock Units to Participants in such amounts as the Committee, in its sole discretion, may determine.  Each Award of Stock Units under the Plan shall be evidenced by an Award Agreement between the Participant and the Company.  Such Award shall be subject to all applicable terms and conditions of the Plan and any other terms and conditions imposed by the Committee, as set forth in the Award Agreement, that are not inconsistent with the Plan.  The provisions of the various Stock Units Award Agreements entered into under the Plan need not be identical.(b)Number of Shares; Payment.  Each Stock Units Award Agreement shall specify the number of Shares that are subject to the Award and shall provide for the adjustment of such number in accordance with Section 11.  Unless otherwise provided in the Award Agreement, no consideration other than services shall be required of the Participant for a Stock Units Award.(c)Vesting Conditions.  Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Award Agreement.  The Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such Award shall become vested in the event that a Change in Control occurs with respect to the Company.  The vesting of a Stock Units Award granted to a Participant for Service as an Outside Director shall be automatically accelerated in full in the event of a Change in Control.(d)Settlement of Stock Units.  Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares or (c) any combination of both, as determined by the Committee.  The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors.  Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of Trading Days.  The Award Agreement may provide that vested Stock Units may be settled in a lump sum or in installments.  The Award Agreement may provide that the distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date, subject to compliance with Section 409A of the Code.  The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents.  Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 11.Transfer Restrictions.  Unless otherwise provided in the Award Agreement, Stock Units may not be transferred other than by beneficiary designation, will or the laws of descent and distribution.  Any Award of Stock Units that becomes payable after the Participant’s death shall be distributed to the Participant’s beneficiary or beneficiaries.No Rights as a Shareholder.  A Participant, or a transferee of a Participant, shall have no voting, dividend or other rights as a shareholder with respect to any Shares covered by a Stock Units Award until such person receives such Shares upon settlement of the Award.  Unless the Award Agreement provides otherwise, the Participant shall have no right to be credited with amounts equal to dividends paid on Shares subject to the Stock Units Award.  A Participant shall have no rights under a Stock Units Award other than those of a general creditor of the Company.Other Stock Awards.  The Board may grant other forms of Award under the Plan that are based in whole or in part on Stock or the value thereof.  Subject to the provisions of

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the Plan, the Board shall have authority in its sole discretion to determine the terms and conditions of such Other Stock Awards, including the number of Shares (or the cash equivalent thereof) to be granted pursuant to such Awards.SECTION 11.ADJUSTMENT OF SHARES.(a)General.  In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a spin-off, a reclassification, or a similar occurrence, the Board shall make appropriate adjustments to the following: (a) the number and class of Shares available for future Awards under Section 5; (b) the number and class of Shares covered by each outstanding Award; and (c) the Exercise Price under each outstanding Award; provided, however, that fractions of a Share will not be issued but will either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Board.Dissolution or Liquidation.  To the extent not previously exercised or settled, Awards shall terminate immediately prior to the dissolution or liquidation of the Company.Mergers, Consolidations and Other Corporate Transactions.  In the event that the Company is a party to a merger or other consolidation, or in the event of a transaction providing for the sale of all or substantially all of the Company’s stock or assets, or in the event of such other corporate transaction, such as a separation or reorganization, outstanding Awards shall be treated as the Board determines, in each case without the Participant’s consent.  Subject to compliance with Section 409A of the Code, the Board may provide, without limitation, for one or more of the following: (a) the continuation of the outstanding Awards by the Company, if the Company is a surviving corporation; (b) the assumption, in whole or in part, of the outstanding Awards by the surviving corporation or a successor entity or its parent; (c) the substitution, in whole or in part, by the surviving corporation or a successor entity or its parent of its own awards for such outstanding Awards; (d)  exercisability and settlement, in whole or in part, of outstanding Awards to the extent vested and exercisable (if applicable) under the terms of the Award Agreement followed by the cancellation of such Awards (whether or not then vested or exercisable) upon or immediately prior to the effectiveness of the transaction; or (e) settlement of the intrinsic value of the outstanding Awards to the extent vested and exercisable (if applicable) under the terms of the Award Agreement, with payment made in cash or cash equivalents or property (including cash or property subject to deferred vesting and delivery consistent with the vesting restrictions applicable to such Awards or the underlying Shares) followed by the cancellation of such Awards (whether or not then vested or exercisable) (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment).  For avoidance of doubt, the value of any property, including the value of property provided in settlement of an Award, shall be determined by the Board and, to the extent permitted under Section 409A of the Code, the settlement of an Award may provide for payment to be made on a delayed basis and/or contingent basis in recognition of and a reflection of escrows, earn-outs, or other limitations, conditions, contingencies or holdbacks applicable to holders of Stock in connection with the transaction.  Any acceleration of payment of an amount that is subject to Section 409A of the Code will be delayed, if necessary, until the earliest time that such payment would be permissible under Section 409A without triggering any additional taxes applicable under Section 409A.  The Company will have no obligation to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.Reservation of Rights.  Except as provided in this Section 11, a Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class.  Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Award.  The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.SECTION 12.DEFERRAL OF AWARDS.(a)Committee Powers

Subject to compliance with Section 409A of the Code, the Committee (in its sole discretion) may permit or require a Participant to:

(i) Have cash that otherwise would be paid to such Participant as a result of the exercise of a SAR or the settlement of Stock<br> Units credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books;

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(ii) Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an equal number of Stock Units; or
(iii) Have Shares that otherwise would be delivered to such Participant<br> as a result of the exercise of an Option or SAR or the settlement<br> of Stock Units converted into amounts credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of such Shares as of the date when they otherwise would have been delivered to such Participant.
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(b) General Rules
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A deferred compensation account established under this Section

          12 may be credited with interest or other forms of investment return, as determined by the Committee. A Participant for whom such an account is established shall have
        no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of
      the applicable agreement between such Participant and the
        Company. If the deferral or conversion of Awards is permitted or required, the Committee \(in its sole discretion\) may establish rules, procedures and forms pertaining to such Awards, including \(without limitation\) the settlement of deferred compensation accounts established under this Section 12.

SECTION 13.     AWARDS UNDER OTHER PLANS.The Company may grant awards under

      other plans or programs. Such awards may be settled in the form of
        Shares issued under this Plan. Such Shares shall be treated for all purposes under the Plan like Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Shares available under Section 5.

SECTION 14.    PAYMENT OF DIRECTOR’S FEES IN SECURITIES.Effective Date.  No provision of this Section 14 shall be effective unless and until the Board has determined to implement such provision.Elections to Receive NSOs, SARs, Restricted Shares or Stock Units.  An Outside Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, SARs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Committee.  Alternatively, the Committee may mandate payment in any of such alternative forms.  Such NSOs, SARs, Restricted Shares and Stock Units shall be issued under the Plan.  An election under this Section 14 shall be filed with the Company on the prescribed form.Number and Terms of NSOs, SARs, Restricted Shares or Stock Units. The number of NSOs, SARs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a manner determined by the Committee.  The terms of such NSOs, SARs, Restricted Shares or Stock Units shall also be determined by the Committee.SECTION 15.LEGAL AND REGULATORY REQUIREMENTS.Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange on which the Company’s securities may then be listed, and the Company has obtained the approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable. The Company shall not be liable to a Participant or other persons as to: (a) the non-issuance or sale of Shares as to which the Company has not obtained from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares under the Plan; and (b) any tax consequences expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Award granted under the Plan.

SECTION 16.    WITHHOLDING AND OTHER TAXES.General.  A Participant or his or her successor shall pay, or make arrangements satisfactory to the Committee for the satisfaction of, any federal, state, local or foreign withholding tax obligations that may arise in connection with the Plan, including by cash payment or another method as provided in this Section 16.  The Company shall not be required to issue any Shares or make any cash payment under the Plan if such obligations are not timely satisfied.Share

          Withholding.  The Committee may permit a Participant to satisfy all or part of his or her withholding tax obligations by having the Company withhold all or a portion of any Shares that would otherwise be issued to him or her upon
        exercise or settlement of an Award, or by surrendering all or a portion of any Shares that he or she previously acquired; provided, however, that in no event may a Participant surrender Shares in excess of the legally required maximum tax
        withholding amount.  Such Shares shall

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be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash.  Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including any restrictions required by rules of any federal or state regulatory body or other authority.  All elections by Participants to have Shares withheld for this purpose shall be made in such form and under such conditions as the Board may deem necessary or advisable.Same-Day SalePayment.  To the extent permitted by the Committee in its sole discretion, and if a public market for the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of all or part of any withholding taxes.Sell-to-Cover Payment.  To the extent permitted by the Committee in its sole discretion, and if a public market for the Shares exists, payment may be made in whole or in part by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker or lender approved by the Company to pledge Shares, as whole or partial security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of any withholding taxesOther Forms of Payment.  The Committee may permit such other means of tax withholding as it deems appropriate.Employer Fringe Benefit Taxes.  To the extent permitted by applicable federal, state, local and foreign law, a Participant shall be liable for any fringe benefit tax that may be payable by the Company and/or the Participant’s employer in connection with any award granted to the Participant under the Plan, which the Company and/or employer may collect by any reasonable method established by the Company and/or employer.Section 409AEach Award that provides for “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A.  If any amount under such an Award is payable upon a “separation from service” (within the meaning of Section 409A) to a Participant who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (a) six months and one day after the Participant’s separation from service, or (b) the Participant’s death, but only to the extent such delay is necessary to prevent the Award from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A.  In addition, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.  The provisions of the Plan and each Award Agreement are intended to comply with or be exempt from the provisions of Section 409A and shall be interpreted in a manner consistent therewith.  Notwithstanding any other provision of the Plan or an Award Agreement to the contrary, the Board may in its sole discretion (but without any obligation to do so) amend the terms of any Award to the extent it determines necessary to comply with Section 409A.SECTION 17.TRANSFER RESTRICTIONS AND REPURCHASE RIGHTS.Transfer RestrictionsUnless the agreement evidencing an Award (or an amendment thereto authorized by the Committee) expressly provides otherwise, no Award granted under this Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to Shares issued under such Award), other than by will or the laws of descent and distribution; provided, however, that an ISO may be transferred or assigned only to the extent consistent with Section 422 of the Code. Any purported assignment, transfer or encumbrance in violation of this Section 17(a) shall be void and unenforceable against the Company.SECTION 18.PERFORMANCE BASED AWARDS.The number of Shares or the amount of cash or other benefits granted, issued, retainable and/or vested under an Award may be made subject to the attainment of performance goals (such Awards, a “Performance Based Award”).  The Committee may utilize any performance criteria selected by it in its sole discretion to establish performance goals.

SECTION 19.    NO RETENTION RIGHTS.No provision of the Plan, or any Award granted under the Plan, shall be construed to give any Participant any right to become an Employee or other Service provider, to be treated as an Employee, or to continue in Service for any period of time, or restrict in any way the rights of the Company (or Parent or Subsidiary to whom the Participant provides Service), which rights are expressly reserved, to terminate the Service of such person at any time and for any reason, with or without cause.

SECTION 20.      DURATION AND AMENDMENTS.Term of the Plan.  In the event that the shareholders fail to approve the Plan within twelve (12) months after its adoption by the Board, any grants, exercises or sales that have already occurred under the Plan shall be rescinded, and no additional grants, exercises or sales shall be made under the Plan after such date.  The Plan shall terminate automatically ten (10) years after the later of (a) its adoption by the Board, or (b) the most recent increase in the number of Shares reserved under Section 5 (other than pursuant to Section

        11\) that was approved by shareholders on or within twelve \(12\) months after the Board’s approval of such increase.  The Plan may be terminated on any earlier date pursuant to Section \(b\) below.Right
        to Amend or Terminate the Plan.  The Board may amend, suspend, or terminate the Plan at any time and for any reason.  An amendment of

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the Plan shall not be subject to the approval of the Company’s shareholders unless it (a) increases the number of Shares available for issuance under the Plan (except as provided in Section 11) or (b) materially changes the class of persons who are eligible for the grant of Awards.Effect of Amendment or Termination.  No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise or settlement of an Award granted prior to such termination.  Except as otherwise permitted by the Plan or an Award Agreement or as required to comply with any applicable law, regulation or rule, the termination of the Plan, or any amendment thereof, shall not have a material adverse effect on any Award previously granted under the Plan without the holder’s consent; provided, however, that an amendment which may cause an ISO to become an NSO shall not be treated as having a material adverse effect on an Award.

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Exhibit 10.2

FIRST NORTHERN COMMUNITY BANCORP

2026 EMPLOYEE STOCK PURCHASE PLAN

(Adopted by the Board of Directors as of March 20, 2025)

SECTION 1.      PURPOSE OF THE PLAN.

The Plan was adopted by the Board of Directors on March 20, 2025 and is effective on March 15, 2026 (the “Effective Date”).  The purpose of the Plan is to provide a broad-based employee benefit to attract the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions.  The Plan is intended to qualify under Section 423 of the Code.

SECTION 2.      DEFINITIONS.

(a)          “Board” means the Board of Directors of the Company, as constituted from time to time.

(b)          “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(c)          “Committee” means the Compensation Committee of the Board or such other committee, comprised exclusively of one or more directors of the Company, as may be appointed by the Board from time to time to administer the Plan.  To the extent a such a committee is not appointed by the Board to administer the Plan, references to “Committee” in this Plan shall refer to the Board.

(d)          “Company” means First Northern Community Bancorp, a California corporation.

(e)          “Compensation” means, unless provided otherwise by the Committee in the terms and conditions of an Offering, base salary and wages paid in cash to a Participant by a Participating Company, without reduction for any pre-tax contributions made by the Participant under Sections 401(k) or 125 of the Code. “Compensation” shall, unless provided otherwise by the Committee in the terms and conditions of an Offering, include variable compensation (including commissions, bonuses, incentive compensation, overtime pay and shift premiums), all non-cash items, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options or any other equity awards, and similar items. The Committee shall determine whether a particular item is included in Compensation.

(f)          “Corporate Reorganization” means:

(i) the consummation of a merger or consolidation of the Company with or into another entity, or any other corporate reorganization; or
(ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.
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(g)              “Eligible Employee” means any Employee (i) who has been continually employed for at least ninety (90) days prior to the commencement of an Offering Period and (ii) who is an Employee at the commencement of any Offering Period.

(h)              “Employee” means any person who is “employed” for purposes of Section 423(b)(4) of the Code by a Participating Company. However, service solely as a director, or payment of a fee for such services, will not cause a director to be considered an “Employee” for purposes of the Plan.

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(i)           “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(j)           “Fair Market Value” means the fair market value of a share of Stock, determined as follows:

(i) if Stock was traded on any established national securities exchange, including the New York Stock Exchange or The Nasdaq Stock Market, on the date in question, then the Fair Market Value shall be equal to the closing price as quoted on<br> such exchange (or the exchange with the greatest volume of trading in the Stock) on such date as reported in the Wall Street Journal or such other source as the Committee deems reliable; or
(ii) if the foregoing provision is not applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.
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For any date that is not a Trading Day, the Fair Market Value of a share of Stock for such date shall be determined by using the closing sale price for the immediately preceding Trading Day.  Determination of the Fair Market Value pursuant to the foregoing provisions shall be conclusive and binding on all persons.

(k)          “Offering” means the grant of options to purchase shares of Stock under the Plan to Eligible Employees.

(l)           “Offering Date” means the first day of an Offering.

(m)         “Offering Period” means a period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a).

(n)          “Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(b).

(o)          “Participating Company” means (i) the Company, (ii) First Northern Bank of Dixon, and (iii) such present or future Subsidiaries designated by the Committee as a Participating Company.

(p)          “Plan” means this First Northern Community Bancorp 2026 Employee Stock Purchase Plan, as it may be amended from time to time.

(q)          “Plan Account” means the account established for each Participant pursuant to Section 8(a).

(r)          “Purchase Date” means one or more dates during an Offering on which shares of Stock may be purchased pursuant to the terms of the Offering.

(s)          “Purchase Period” means one or more successive periods during an Offering, beginning on the Offering Date or on the day after a Purchase Date, and ending on the next succeeding Purchase Date.

(t)           “Purchase Price” means the price at which Participants may purchase shares of Stock under the Plan, as determined pursuant to Section 8(b).

(u)          “Stock” means the common stock of the Company.

(v)          “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(w)         “Trading Day” means a day on which the national stock exchange on which the Stock is traded is open for trading.

SECTION 3.      ADMINISTRATION OF THE PLAN.

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(a)         Administrative Powers and Responsibilities.  The Plan shall be administered by the Committee.  The Committee shall have full power and authority, subject to the provisions of the Plan, to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan, to interpret the provisions and supervise the administration of the Plan, and to take all action in connection therewith or in relation thereto as it deems necessary or advisable.  Any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made at a meeting duly held.  The Committee’s determinations under the Plan, unless otherwise determined by the Board, shall be final and binding on all persons.  The Company shall pay all expenses incurred in the administration of the Plan.  No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan, and all members of the Committee shall be fully indemnified by the Company with respect to any such action, determination or interpretation.  The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan.  Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and limitations as it may deem appropriate.  All decisions, interpretations and other actions of the Committee shall be final and binding on all Participants and all persons deriving their rights from a Participant.  No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan.  Notwithstanding anything to the contrary in the Plan, the Board may, in its sole discretion, at any time and from time to time, resolve to administer the Plan.  In such event, the Board shall have all of the authority and responsibility granted to the Committee herein. The Committee shall be fully indemnified by the Company with respect to such action, determination or interpretation against the reasonable expenses, including attorney’s fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which he or she may be a party by reason of any action taken or failure to act under or in connection with the Plan or any stock purchased thereunder, and against all amounts paid by him or her in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by him or her in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that the Committee is liable for negligence or misconduct in the performance of his or her duties; provided that within sixty (60) days after institution of any such action, suit or proceeding, the Committee shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. All costs and expenses incurred in administering the Plan shall be paid by the Company. The Board or the Committee may request advice for assistance or employ such other persons as are necessary for proper administration of the Plan.

SECTION 4.      ENROLLMENT AND PARTICIPATION.

(a)          Offering Periods.  While the Plan is in effect, the Committee may from time to time grant options to purchase shares of Stock pursuant to the Plan to Eligible Employees during a specified Offering Period.  Each such Offering shall be in such form and shall contain such terms and conditions as the Committee shall determine, subject to compliance with the terms and conditions of the Plan (which may be incorporated by reference) and the requirements of Section 423 of the Code, including the requirement that all Eligible Employees have the same rights and privileges.  The Committee shall specify prior to the commencement of each Offering (i) the period during which the Offering shall be effective, which may not exceed twenty-seven (27) months from the Offering Date and may include one or more successive Purchase Periods within the Offering, (ii) the Purchase Dates and Purchase Price for shares of Stock which may be purchased pursuant to the Offering, and (iii) if applicable, any limits on the number of shares of Stock purchasable by a Participant, or by all Participants in the aggregate, during any Offering Period or, if applicable, Purchase Period, in each case consistent with the limitations of the Plan.  The Committee shall have the discretion to provide for the automatic termination of an Offering following any Purchase Date on which the Fair Market Value of a share of Stock is equal to or less than the Fair Market Value of a share of Stock on the Offering Date, and for the Participants in the terminated Offering to be automatically re-enrolled in a new Offering that commences immediately after such Purchase Date.  The terms and conditions of each Offering need not be identical, and shall be deemed incorporated by reference and made a part of the Plan.

(b)         Enrollment.  Any individual who, on the day preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by completing the enrollment process prescribed and communicated for this purpose from time to time by the Company to Eligible Employees.

(c)         Duration of Participation.  Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she ceases to be an Eligible Employee or withdraws from the Plan under Section 6(a).  A Participant who

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withdrew from the Plan under Section 6(a). may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (b) above.  A Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an Eligible Employee.  Except as otherwise provided in the terms and conditions of an Offering, when a Participant reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be re-enrolled for the Offering Period that commences immediately after the end of the prior Offering Period.

SECTION 5.      EMPLOYEE CONTRIBUTIONS.

(a)          Frequency of Payroll Deductions.  A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions; provided, however, that to the extent provided in the terms and conditions of an Offering, a Participant may also make contributions through payment by cash or check prior to one or more Purchase Dates during the Offering.  Payroll deductions, subject to the provisions of Subsection (b) below or as otherwise provided under the terms and conditions of an Offering, shall occur on each payday during participation in the Plan.

(b)          Amount of Payroll Deductions.  An Eligible Employee shall designate during the enrollment process the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock.  Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than one percent (1%) nor more than ten percent (10%) (or such lower rate of Compensation specified as the limit in the terms and conditions of the applicable Offering).

(c)        Changing Withholding Rate.  Unless otherwise provided under the terms and conditions of an Offering, (i) a Participant may not increase the rate of payroll withholding during the Offering Period, and (ii) a Participant may discontinue or decrease the rate of payroll withholding during the Offering Period to a whole percentage of his or her Compensation (including a reduction to zero percent (0%)) in accordance with such procedures and subject to such limitations as the Company may establish for all Participants.  A Participant may also increase or decrease the rate of payroll withholding effective for a new Offering Period by submitting an authorization to change the payroll deduction rate pursuant to the process prescribed by the Company from time to time.  The new withholding rate shall be a whole percentage of the Eligible Employee’s Compensation consistent with Subsection (b) above.

(d)         Discontinuing Payroll Deductions.  If a Participant wishes to discontinue employee contributions entirely, he or she may do so by withdrawing from the Plan pursuant to Section 6(a).  In addition, employee contributions may be discontinued automatically pursuant to Section 9(b).

SECTION 6.      WITHDRAWAL FROM THE PLAN.

(a)          Withdrawal.  A Participant may elect to withdraw from the Plan by giving notice pursuant to the process prescribed and communicated by the Company from time to time.  Such withdrawal may be elected at any time before the last day of an Offering Period, except as otherwise provided in the Offering.  In addition, if payment by cash or check is permitted under the terms and conditions of an Offering, Participants may be deemed to withdraw from the Plan by declining or failing to remit timely payment to the Company for the shares of Stock.  As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participant’s Plan Account shall be refunded to him or her in cash, without interest.  No partial withdrawals shall be permitted.

(b)       Re-enrollment After Withdrawal.  A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(b).  Re-enrollment may be effective only at the commencement of an Offering Period.

SECTION 7.       CHANGE IN EMPLOYMENT STATUS.

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(a)         Termination of Employment.  Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a).  A transfer from one Participating Company to another shall not be treated as a termination of employment.

(b)         Leave of Absence.  For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing.  Employment, however, shall be deemed to terminate three (3) months after the Participant goes on a leave, unless a contract or statute guarantees his or her right to return to work.  Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.

(c)         Death.  In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to the Participant’s estate; or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant; or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. A Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participant's Plan Account under the Plan in the event of such Participant's death subsequent to the purchase of shares but prior to delivery to him of such shares and cash.  In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant's Account under the Plan in the event of such Participant's death prior to the last day of an Offering Period. Such designation of beneficiary may be changed by the Participant at any time by written notice.

SECTION 8.      PLAN ACCOUNTS AND PURCHASE OF SHARES.

(a)          Plan Accounts.  The Company shall maintain a Plan Account on its books in the name of each Participant.  Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account.  Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes.  No interest shall be credited to Plan Accounts.

(b)         Purchase Price.  The Purchase Price for each share of Stock purchased during an Offering Period shall be the lesser of:

(i) eighty-five percent (85%) of the Fair Market Value of such share on the Purchase Date; or
(ii) eighty-five percent (85%) of the Fair Market Value of such share on the Offering Date.
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The Committee may specify for an alternate Purchase Price amount or formula in the terms and conditions of an Offering, but in no event may such amount or formula result in a Purchase Price less than that calculated pursuant to the immediately preceding formula.

(c)          Number of Shares Purchased.  As of each Purchase Date, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance with Section 6(a).  The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account (rounded down to the nearest whole share, unless otherwise set forth in the terms and conditions of an Offering).  Unless provided otherwise by the Committee prior to commencement of an Offering or provided in the terms and conditions of an Offering, the maximum number of shares of Stock which may be purchased by an individual Participant during such Offering is five thousand (5,000) shares. The foregoing notwithstanding, no Participant shall purchase more than such number of shares of Stock as may be determined by the Committee with respect to the Offering Period, or Purchase Period, if applicable, nor more than the amounts of Stock set forth in Section 9(b) and Section 14(a).  For each Offering Period and, if applicable, Purchase Period, the Committee shall have the authority to establish additional limits on the number of shares of Stock purchasable by all Participants in the aggregate.

(d)         Available Shares Insufficient.  In the event that the aggregate number of shares of Stock that all Participants elect to purchase during an Offering Period exceeds the maximum number of shares of Stock remaining

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available for issuance under Section 14(a), or which may be purchased pursuant to any additional aggregate limits imposed by the Committee, then the number of shares of Stock to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction, the numerator of which is the number of shares of Stock that such Participant has elected to purchase and the denominator of which is the number of shares of Stock that all Participants have elected to purchase.

(e)          Issuance of Stock.  Certificates representing the shares of Stock purchased by a Participant under the Plan shall be issued to him or her as soon as reasonably practicable after the applicable Purchase Date, except that the Company may determine that such shares shall be held for each Participant’s benefit by a broker designated by the Company.  Shares of Stock may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse as joint tenants with right of survivorship or as community property.

(f)          Unused Cash Balances.  Unless otherwise set forth in the terms and conditions of an Offering, an amount remaining in the Participant’s Plan Account that represents the Purchase Price for any fractional share shall be carried over in the Participant’s Plan Account to the next Offering Period or refunded to the Participant in cash at the end of the Offering Period, without interest, if his or her participation is not continued.  Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) or (d) above, Section 9(b) or Section 14(a) or any other limitation shall be refunded to the Participant in cash, without interest.

(g)             Stockholder Approval.  The Plan shall be submitted to the stockholders of the Company for their approval within twelve (12) months after the date the Plan is adopted by the Board. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company’s stockholders have approved the adoption of the Plan.

SECTION 9.       LIMITATIONS ON STOCK OWNERSHIP.

(a)          Five Percent Limit.  Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company.  For purposes of this Subsection (a), the following rules shall apply:

(i) ownership of stock shall be determined after applying the attribution rules of Section 424(d) of the Code;
(ii) each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this or any other plan; and
--- ---
(iii) each Participant shall be deemed to have the right to purchase up to the maximum number of shares of Stock that may be purchased by a Participant under the Plan under the individual limit specified pursuant to<br> Section 8(c) with respect to each Offering Period.
--- ---

(b)         Dollar Limit.  Any other provision of the Plan notwithstanding, no Participant shall accrue the right to purchase Stock at a rate which exceeds twenty-five thousand dollars ($25,000) of Fair Market Value of such Stock per calendar year (under the Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company), determined in accordance with the provisions of Section 423(b)(8) of the Code and applicable Treasury Regulations promulgated thereunder.

For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined as of the beginning of the Offering Period in which such Stock is purchased.  Employee stock purchase plans not described in Section 423 of the Code shall be disregarded.  If a Participant is precluded by this Subsection (b) from purchasing additional Stock under the

6

Plan, then his or her employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Offering Period ending in the next calendar year (if he or she then is an Eligible Employee).

SECTION 10.     RIGHTS NOT TRANSFERABLE.

The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by the laws of descent and distribution.  If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a).

SECTION 11.     NO RIGHTS AS AN EMPLOYEE.

Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause. Participation in the Plan is voluntary.

SECTION 12.     NO RIGHTS AS A STOCKHOLDER.

A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the applicable Purchase Date.

SECTION 13.     SECURITIES LAW REQUIREMENTS.

Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.

SECTION 14.     STOCK OFFERED UNDER THE PLAN.

(a)          Authorized Shares.   The maximum aggregate number of shares of Stock available for purchase under the Plan sum of (x) the number of shares subject to an offering under the First Northern Community Bancorp 2016 Employee Stock Purchase Plan (the “Predecessor Plan”) as of the Effective Date, to the extent that the offering expires or terminates or the Participant withdraws from the offering without the purchase of such shares, plus (y) any reserved shares not purchased or subject to an offering under the Predecessor Plan on the Effective Date; plus (z) 260,264 shares of Stock; provided, however, that such sum shall not exceed three hundred thousand (300,000) shares of Stock.  The aggregate number of shares available for purchase under the Plan shall at all times be subject to adjustment pursuant to Section 14(b).

(b)          Antidilution Adjustments.  The aggregate number of shares of Stock offered under the Plan, the individual and aggregate Participant share limitations described in Section 8(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the Committee in the event of any change in the number of issued shares of Stock (or issuance of shares other than common stock) by reason of any forward or reverse share split, subdivision or consolidation, or share dividend or bonus issue, recapitalization, reclassification, merger, amalgamation, consolidation, split-up, spin-off, reorganization, combination, exchange of shares of Stock, the issuance of warrants or other rights to purchase shares of Stock or other securities, or any other change in corporate structure or in the event of any extraordinary distribution (whether in the form of cash, shares of Stock, other securities or other property).

(c)          Reorganizations.  Any other provision of the Plan notwithstanding, in the event of a Corporate Reorganization in which the Plan is not assumed by the surviving corporation or its parent corporation pursuant to the applicable plan of merger or consolidation, the Offering Period then in progress shall terminate immediately prior to the effective time of such Corporate Reorganization and either shares shall be purchased pursuant to Section 8 or, if so

7

determined by the Board or Committee, all amounts in all Participant Accounts shall be refunded pursuant to Section 15 without any purchase of shares.  The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

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SECTION 15.     AMENDMENT OR DISCONTINUANCE.

The Board or Committee shall have the right to amend, suspend or terminate the Plan at any time and without notice. Upon any such amendment, suspension or termination of the Plan during an Offering Period, the Board or Committee may in its discretion determine that the applicable Offering shall immediately terminate and that all amounts in the Participant Accounts shall be carried forward into a payroll deduction account for each Participant under a successor plan, if any, or promptly refunded to each Participant.  Except as provided in Section 14, any increase in the aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by a vote of the stockholders of the Company.  In addition, any other amendment of the Plan shall be subject to approval by a vote of the stockholders of the Company to the extent required by an applicable law or regulation. The Plan shall continue until the earlier to occur of (a) termination of the Plan pursuant to this Section 15 or (b) issuance of all of the shares of Stock reserved for issuance under the Plan. In addition to the above, without any further action by the Board or the Committee, the Plan shall terminate automatically ten (10) years after the later of (a) its adoption by the Board, or (b) the most recent increase in the number of Shares reserved under Section 14(a) (other than pursuant to Section 14(b)) that was approved by shareholders on or within twelve (12) months after the Board’s approval of such increase.

[Remainder of Page Intentionally Left Blank]

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EXHIBIT 31.1

Rule 13(a) - 14(a) / 15(d) - 14(a) Certification

I, Jeremiah Z. Smith, certify that:

  1. I have reviewed this report on Form 10-Q of First Northern Community Bancorp;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

  4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2025
/s/ Jeremiah Z. Smith
Jeremiah Z. Smith, President and Chief Executive Officer
(Principal Executive Officer)

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EXHIBIT 31.2

Rule 13(a) - 14(a) / 15(d) - 14(a) Certification

I, Kevin Spink, certify that:

  1. I have reviewed this report on Form 10-Q of First Northern Community Bancorp;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

  3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

  4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2025
/s/ Kevin Spink
Kevin Spink, Executive Vice President / Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350

In connection with the filing of the Quarterly Report of First Northern Community Bancorp (the “Company”) on Form 10-Q for the period ended June 30, 2025 (the “Report”), I, Jeremiah Z. Smith, the Chief Executive Officer of the Company, certify pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge,

(i)         the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii)      the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2025 /s/  Jeremiah Z. Smith
Jeremiah Z. Smith, President and Chief Executive Officer<br><br> <br>(Principal Executive Officer)

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350

In connection with the filing of the Quarterly Report of First Northern Community Bancorp (the “Company”) on Form 10-Q for the period ended June 30, 2025 (the “Report”), I, Kevin Spink, the Chief Financial Officer of the Company, certify pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge,

(i)          the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii)      the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2025 /s/  Kevin Spink
Kevin Spink, Executive Vice President / Chief Financial Officer<br><br> <br>(Principal Financial Officer and Principal Accounting Officer)

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