8-K - FNRN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): January 23, 2023

FIRST NORTHERN COMMUNITY BANCORP

(Exact Name of Registrant as Specified in Its Charter)

000-30707

(Commission File Number)

California	68-0450397
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

195 N FIRST STREET

DIXON, California 95620

(Address of principal executive offices, including zip code)

(707) 678-3041

(Registrant’s telephone number, including area code)

NOT APPLICABLE

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> <br>Symbol(s)	Name of each exchange on which registered
Common	FNRN

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

Emerging growth company ☐

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

ITEM 8.01 OTHER EVENTS

On January 23, 2023, First Northern Community Bancorp, holding company for First Northern Bank of Dixon, announced that its acquisition of three Columbia Bank branches in Orland, Willows, and Colusa, California, has been successfully completed. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release, dated January 23, 2023

SIGNATURES

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

Date: January 23, 2023	First Northern Community Bancorp<br><br> <br>(Registrant)
	/s/ Jeremiah Z. Smith
	By: Jeremiah Z. Smith
	President/Chief Executive Officer

EXHIBIT INDEX

Exhibit	Document
99.1	Press Release, dated January 23, 2023

EXHIBIT 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact: Kimberly DeBra January 23, 2023

EVP/Chief Communications Officer

First Northern Community Bancorp

& First Northern Bank

P.O. Box 547

Dixon, California

(707) 678-3041

First Northern Community Bancorp Completes

Acquisition of Three Columbia Bank Branches in Northern California

Dixon, California—First Northern Community Bancorp (the “Company”, OTCQB: FNRN), holding company for First Northern Bank (“First Northern” or the “Bank”), today announced that its acquisition of three Columbia State Bank (“Columbia Bank”) branches in Orland, Willows, and Colusa, California, has been successfully completed.

The acquired branches were divested by Columbia Bank in connection with the pending merger of Columbia Banking System, Inc., the parent company of Columbia Bank, and Umpqua Holdings Corporation. Following the acquisition, all employees of these branches were retained by First Northern Bank and the branches will remain in operation as branches of First Northern Bank. The Bank, headquartered in Solano County since 1910, now operates 14 full-service branches serving Solano, Yolo, Sacramento, Placer, Contra Costa, Glenn, Colusa, and the west slope of El Dorado County.

“Orland, Willows and Colusa are a natural fit for First Northern Bank and allow us to extend our footprint north, along the I-5 corridor,” said Jeremiah Z. Smith, President and Chief Executive Officer of First Northern Bank. “We are excited to bring our brand of authentic community banking to these new customers and communities and to further build strong customer and community relationships throughout the North Valley region.”

First Northern Community Bancorp received financial advisory services from Panoramic Capital Advisors, Inc., and Pillsbury Winthrop Shaw Pittman LLP served as legal counsel in connection with the transaction.

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About First Northern Bank

First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, now serves Solano, Yolo, Sacramento, Placer, Contra Costa, Glenn, Colusa, and the west slope of El Dorado County. Experts are available in small-business, commercial, real estate and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Non-FDIC insured Investment and Brokerage Services are available at every branch location, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn, Rancho Cordova, Colusa, Willows and Orland. The Bank also has a commercial lending office in Walnut Creek. Real estate mortgage and small-business loan officers are available by appointment in any of the Bank’s 14 branches. First Northern is rated as a

Veribanc “Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended September 30, 2022 (veribanc.com) and (bauerfinancial.com). The Bank can be found on the Web at thatsmybank.com, on Facebook and on LinkedIn.

Forward-Looking Statement Safe Harbor

This communication may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include but are not limited to statements about expectations regarding the benefits of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the following: the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement; and the Bank’s ability to promptly and effectively integrate the branches to be acquired. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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