8-K
FIRST NORTHERN COMMUNITY BANCORP (FNRN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 30, 2025
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 |
|---|---|---|
| FNRN | 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 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION
On July 29, 2025, First Northern Community Bancorp issued a press release concerning financial results for the 2^nd^ quarter of 2025, a copy of which is included as ITEM 9.01 (c) Exhibit 99.1 and incorporated herein by reference in both ITEM 2.02 and ITEM 7.01. The Company does not intend for this exhibit to be incorporated by reference into future filings under the Securities Exchange Act of 1934.
ITEM 7.01 REGULATION FD DISCLOSURE
On July 29, 2025, First Northern Community Bancorp issued a press release concerning financial results for the 2^nd^ quarter of 2025, a copy of which is included as ITEM 9.01 (c) Exhibit 99.1 and incorporated herein by reference in both ITEM 2.02 and ITEM 7.01 in accordance with SEC Release No. 33-8216.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated July 29, 2025
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date July 29, 2025 | 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 | Earnings Press Release, dated July 29, 2025 |
EXHIBIT 99.1
First Northern Community Bancorp Reports Second Quarter 2025 Net Income of $5.5 Million
For immediate release
Dixon, Calif., July 29, 2025 — First Northern Community Bancorp (the “Company”, OTCQX: FNRN), holding company for First Northern Bank (“First Northern” or the “Bank”), today reported net income of $9.1 million, or $0.58 per diluted share, for the six months ended June 30, 2025, up 5.0% compared to net income of $8.7 million, or $0.54 per diluted share, for the six months ended June 30, 2024.
Net income for the quarter ended June 30, 2025, was $5.5 million, or $0.35 per diluted share, up 23.6% compared to net income of $4.4 million, or $0.27 per diluted share, for the quarter ended June 30, 2024.
Total assets as of June 30, 2025, were $1.87 billion, a decrease of $16.0 million, or 0.9%, compared to June 30, 2024. Total net loans (including loans held-for-sale) as of June 30, 2025, were $1.06 billion, an increase of $14.1 million, or 1.3%, compared to total net loans (including loans held-for-sale) of $1.05 billion as of June 30, 2024. The increase in net loans was primarily driven by growth in commercial loans, which was partially offset by net reductions in commercial real estate, agricultural, and residential mortgage loans. Total deposits as of June 30, 2025, were $1.66 billion, a decrease of $43.8 million, or 2.6%, compared to June 30, 2024.
The Company continued to be “well capitalized” under regulatory definitions, exceeding the 10% total risk-based capital ratio threshold as of June 30, 2025.
Commenting on the Company’s second quarter financial results, First Northern Bank’s President & Chief Executive Officer, Jeremiah Z. Smith, stated, “We are pleased to report strong second quarter results, with net income increasing by 23.6% compared to the same quarter last year. Our net margin expanded to 3.85%, an increase of 19 basis points from 3.66%, driving a $1.0 million, or 6.1%, increase in net interest income when compared to the year prior. This improvement was due to higher yields on our loan and securities portfolios, along with disciplined deposit pricing that kept interest-bearing liability costs nearly flat during the quarter. We recorded no provision for credit losses in the quarter, due to the release of a $2.8 million specific reserve initially recorded during the first quarter of 2025. The release of specific provision was offset by an increase in pooled and unfunded reserves tied to loan growth and changes in economic forecasts”.
Commenting further, President & CEO Smith stated: “We remain committed to improving shareholder value. During the first two quarters of the year, we repurchased 215,883 shares for total consideration of $2.2 million. Shareholders’ equity improved from $187.8 million on March 31, 2025, to $194.9 million on June 30, 2025 - an increase of $7.1 million, or 3.8%, primarily driven by net income of $5.5 million and a $2.3 million improvement in accumulated other comprehensive loss for the quarter. As a result, book value per share increased $0.51 to $12.32 as of June 30, 2025, up 4.3% compared to March 31, 2025.”
SECOND QUARTER HIGHLIGHTS (UNAUDITED)
Performance and operating highlights for the Company for the periods noted below included the following:
| Three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share and share data) | June 30,<br><br> <br>2025 | March 31,<br><br> <br>2025 | June 30,<br><br> <br>2024 | ||||||
| Return on average assets (“ROAA”) (annualized) | 1.18 | % | 0.79 | % | 0.95 | % | |||
| Return on average equity (“ROAE”) (annualized) | 11.67 | % | 8.23 | % | 10.87 | % | |||
| Pre-tax income | $ | 7,597 | $ | 4,956 | $ | 6,113 | |||
| Net income | $ | 5,466 | $ | 3,671 | $ | 4,424 | |||
| Net interest margin (annualized) | 3.85 | % | 3.64 | % | 3.66 | % | |||
| Cost of funds (annualized) | 0.88 | % | 0.86 | % | 0.84 | % | |||
| Efficiency ratio | 58.91 | % | 66.62 | % | 58.98 | % | |||
| Basic earnings per common share | $ | 0.35 | $ | 0.23 | $ | 0.28 | |||
| Diluted earnings per common share | $ | 0.35 | $ | 0.23 | $ | 0.27 | |||
| Weighted average basic common shares outstanding | 15,606,764 | 15,650,176 | 15,949,825 | ||||||
| Weighted average diluted common shares outstanding | 15,811,754 | 15,879,822 | 16,149,929 | ||||||
| Shares outstanding at end of period | 15,818,328 | 15,897,929 | 16,178,149 |
Summary Results (Unaudited)
The following is a summary of the components of the Company’s operating results for the periods indicated:
| Three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | June 30,<br><br> <br>2025 | March 31,<br><br> <br>2025 | Change | % Change | |||||
| Selected operating data: | |||||||||
| Net interest income | $ | 16,953 | $ | 15,943 | 6.34 | % | |||
| Provision for credit losses | — | 850 | ) | (100.00 | )% | ||||
| Non-interest income | 1,537 | 1,453 | 5.78 | % | |||||
| Non-interest expense | 10,893 | 11,590 | ) | (6.01 | )% | ||||
| Pre-tax income | 7,597 | 4,956 | 53.29 | % | |||||
| Provision for income taxes | 2,131 | 1,285 | 65.84 | % | |||||
| Net income | $ | 5,466 | $ | 3,671 | 48.90 | % |
All values are in US Dollars.
| Three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | June 30,<br><br> <br>2025 | June 30,<br><br> <br>2024 | Change | % Change | |||||
| Selected operating data: | |||||||||
| Net interest income | $ | 16,953 | $ | 15,978 | 6.10 | % | |||
| Provision for credit losses | — | 1,050 | ) | (100.00 | )% | ||||
| Non-interest income | 1,537 | 1,484 | 3.57 | % | |||||
| Non-interest expense | 10,893 | 10,299 | 5.77 | % | |||||
| Pre-tax income | 7,597 | 6,113 | 24.28 | % | |||||
| Provision for income taxes | 2,131 | 1,689 | 26.17 | % | |||||
| Net income | $ | 5,466 | $ | 4,424 | 23.55 | % |
All values are in US Dollars.
Balance Sheet Summary (Unaudited)
| (in thousands) | June 30,<br><br> <br>2025 | December 31,<br><br> <br>2024 | Change | % Change | |||||
|---|---|---|---|---|---|---|---|---|---|
| Selected financial condition data: | |||||||||
| Total assets | $ | 1,871,990 | $ | 1,891,722 | ) | (1.04 | )% | ||
| Cash and cash equivalents | 126,851 | 119,448 | 6.20 | % | |||||
| Total loans, net (including loans held-for-sale) | 1,063,458 | 1,046,852 | 1.59 | % | |||||
| Total investments | 593,550 | 633,853 | ) | (6.36 | )% | ||||
| Total liabilities | 1,677,105 | 1,715,390 | ) | (2.23 | )% | ||||
| Total deposits | 1,663,277 | 1,700,089 | ) | (2.17 | )% | ||||
| Total shareholders’ equity | 194,885 | 176,332 | 10.52 | % |
All values are in US Dollars.
Net Interest Income and Net Interest Margin (Unaudited)
The following table shows the components of net interest income and net interest margin for the quarterly periods indicated:
| March 31, 2025 | June 30, 2024 | |||||||||||||||||||
| (in thousands) | Interest<br><br> <br>Income/<br><br> <br>Expense | Yields<br><br> <br>Earned/<br><br> <br>Rates<br><br> <br>Paid (1) | Average<br><br> <br>Balance | Interest<br><br> <br>Income/<br><br> <br>Expense | Yields<br><br> <br>Earned/<br><br> <br>Rates<br><br> <br>Paid (1) | Average<br><br> <br>Balance | Interest<br><br> <br>Income/<br><br> <br>Expense | Yields<br><br> <br>Earned/<br><br> <br>Rates<br><br> <br>Paid (1) | ||||||||||||
| Assets | ||||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||
| Loans | 1,044,581 | $ | 14,629 | 5.62 | % | $ | 1,042,559 | $ | 13,602 | 5.29 | % | $ | 1,041,102 | $ | 13,830 | 5.34 | % | |||
| Certificates of deposit | 15,112 | 157 | 4.17 | % | 15,868 | 161 | 4.11 | % | 17,081 | 171 | 4.03 | % | ||||||||
| Interest-bearing due from<br> Banks | 85,828 | 1,010 | 4.72 | % | 70,468 | 727 | 4.18 | % | 130,963 | 1,913 | 5.87 | % | ||||||||
| Investment securities,<br> Taxable | 560,021 | 4,137 | 2.96 | % | 587,332 | 4,348 | 3.00 | % | 519,789 | 3,088 | 2.39 | % | ||||||||
| Investment securities,<br> non-taxable | 49,497 | 391 | 3.17 | % | 50,403 | 393 | 3.16 | % | 38,055 | 261 | 2.76 | % | ||||||||
| Other interest-earning<br> assets | 10,808 | 250 | 9.28 | % | 10,518 | 272 | 10.49 | % | 10,518 | 267 | 10.21 | % | ||||||||
| Total average interest-<br> earning assets | 1,765,847 | 20,574 | 4.67 | % | 1,777,148 | 19,503 | 4.45 | % | 1,757,508 | 19,530 | 4.47 | % | ||||||||
| Non-interest-earning assets: | ||||||||||||||||||||
| Cash and due from banks | 30,777 | 34,338 | 39,630 | |||||||||||||||||
| Premises & equipment, net | 7,866 | 9,145 | 9,642 | |||||||||||||||||
| Interest receivable and other assets | 53,556 | 52,755 | 59,523 | |||||||||||||||||
| Total average assets | 1,858,046 | $ | 1,873,386 | $ | 1,866,303 | |||||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||
| Interest-bearing transaction<br> deposits | 383,761 | 693 | 0.72 | % | $ | 385,953 | $ | 691 | 0.73 | % | $ | 371,657 | 622 | 0.67 | % | |||||
| Savings and MMDA’s | 447,276 | 1,602 | 1.44 | % | 451,198 | 1,550 | 1.39 | % | 425,601 | 1,272 | 1.20 | % | ||||||||
| Time, 250,000 and under | 88,024 | 889 | 4.05 | % | 99,503 | 973 | 3.97 | % | 123,303 | 1,356 | 4.42 | % | ||||||||
| Time, over 250,000 | 51,942 | 362 | 2.80 | % | 44,028 | 346 | 3.19 | % | 34,605 | 302 | 3.51 | % | ||||||||
| FHLB advances | 6,593 | 75 | 4.56 | % | — | — | — | — | — | — | ||||||||||
| Total average interest-<br> bearing liabilities | 977,596 | 3,621 | 1.49 | % | 980,682 | 3,560 | 1.47 | % | 955,166 | 3,552 | 1.50 | % | ||||||||
| Non-interest-bearing<br> liabilities: | ||||||||||||||||||||
| Non-interest-bearing<br> demand deposits | 679,144 | 697,972 | 732,153 | |||||||||||||||||
| Interest payable and<br> other liabilities | 13,505 | 13,919 | 15,737 | |||||||||||||||||
| Total average liabilities | 1,670,245 | 1,692,573 | 1,703,056 | |||||||||||||||||
| Total average stockholders’<br> equity | 187,801 | 180,813 | 163,247 | |||||||||||||||||
| Total average liabilities and<br> stockholders’ equity | 1,858,046 | $ | 1,873,386 | $ | 1,866,303 | |||||||||||||||
| Net interest income and net<br> interest margin | $ | 16,953 | 3.85 | % | $ | 15,943 | 3.64 | % | $ | 15,978 | 3.66 | % |
All values are in US Dollars.
| (1) | For disclosure purposes, yield/rates are annualized by dividing the number of days in the reported period by<br> 365. |
|---|
About First Northern Bank
First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, serves Solano, Yolo, Sacramento, Placer, Colusa, and Glenn counties, as well as the west slope of El Dorado County. Experts are available in small business, commercial, real estate, and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Real estate mortgage and small-business loan officers are available by appointment at any of the Bank’s 14 branches, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn, Rancho Cordova, Colusa, Willows, and Orland. Non-FDIC insured Investment and Brokerage Services are also available at every branch location. First Northern Bank is rated as a Veribanc “Green-3 Star Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended June 30, 2024 (www.veribanc.com) and (www.bauerfinancial.com). For additional information, please visit thatsmybank.com or call (707) 678-7742. Member FDIC. Equal Housing Lender.
Forward-Looking Statements
This press release and other public statements may include certain “forward-looking statements” about First Northern Community Bancorp and its subsidiaries (the “Company”). These forward-looking statements are based on management’s current expectations, including but not limited to statements about the Company’s performance and focus on improving shareholder value, and are subject to certain risks, uncertainties and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, trade, business, competitive, market and regulatory factors. More detailed information about these risk factors is contained in the Company’s reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent reports on Form 10-K and Form 10-Q, and any reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made. For further information regarding the Company, please read the Company’s reports filed with the SEC and available at www.sec.gov.
Contact:
Jeremiah Z. Smith
President & Chief Executive Officer
First Northern Community Bancorp
& First Northern Bank
P.O. Box 547
Dixon, California (707) 678-3041