Equibles

10-Q

FIRST NORTHERN COMMUNITY BANCORP (FNRN)

10-Q 2024-05-09 For: 2024-03-31
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 March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br> 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,<br> 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 May 6, 2024 was 15,529,531.

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/Loss (Unaudited) 4
Condensed Consolidated Statement 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 30
ITEM 3. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 44
ITEM 4. – CONTROLS AND PROCEDURES 44
PART II – OTHER INFORMATION 44
ITEM 1. – LEGAL PROCEEDINGS 44
ITEM 1A. – RISK FACTORS 44
ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 46
ITEM 3. – DEFAULTS UPON SENIOR SECURITIES 46
ITEM 4. – MINE SAFETY DISCLOSURES 46
ITEM 5. – OTHER INFORMATION 46
ITEM 6. – EXHIBITS 46
SIGNATURES 47

2

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,<br><br> <br>2023
Assets
Cash and cash equivalents 186,909 $ 149,211
Certificates of deposit 18,185 19,710
Investment securities – available-for-sale, at estimated fair value, net of allowance for credit losses of 0; amortized cost of 608,472<br> at March 31, 2024 and 620,314 at December 31, 2023 558,441 572,357
Loans, net of allowance for credit losses of 16,246 at March 31, 2024 and 16,596 at December 31, 2023 1,047,296 1,052,465
Stock in Federal Home Loan Bank and other equity securities, at cost 10,518 10,518
Premises and equipment, net 9,694 9,962
Core deposit intangible 3,931 4,141
Interest receivable and other assets 52,150 53,468
Total Assets 1,887,124 $ 1,871,832
Liabilities and Stockholders’ Equity
Liabilities:
Demand deposits 736,794 $ 744,799
Interest-bearing transaction deposits 372,762 380,477
Savings and MMDA’s 443,201 431,472
Time, 250,000 or less 127,009 109,373
Time, over 250,000 29,106 26,323
Total deposits 1,708,872 1,692,444
Interest payable and other liabilities 15,903 20,143
Total Liabilities 1,724,775 1,712,587
Commitments and contingencies (Note 7)
Stockholders’ Equity:
Common stock, no<br> par value; 32,000,000 shares authorized; 15,550,731 shares issued and outstanding at March 31, 2024 and 15,482,332<br> shares issued and outstanding at December 31, 2023 123,856 123,235
Additional paid-in capital 977 977
Retained earnings 72,704 68,760
Accumulated other comprehensive loss, net (35,188 ) (33,727 )
Total Stockholders’ Equity 162,349 159,245
Total Liabilities and Stockholders’ Equity 1,887,124 $ 1,871,832

All values are in US Dollars.

See notes to unaudited condensed consolidated financial statements.

3

Index

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share amounts) Three months ended<br><br> <br>March 31, 2024 Three months ended<br><br> <br>March 31, 2023
Interest and dividend income:
Loans $ 13,475 $ 11,377
Due from banks interest bearing accounts 1,715 2,400
Investment securities
Taxable 2,845 2,683
Non-taxable 252 273
Other earning assets 256 178
Total interest and dividend income 18,543 16,911
Interest expense:
Deposits 3,181 930
Total interest expense 3,181 930
Net interest income 15,362 15,981
Reversal of provision for credit losses (300 ) —
Net interest income after reversal of provision for credit losses 15,662 15,981
Non-interest income:
Service charges on deposit accounts 428 412
Gains on sales of loans held-for-sale — 18
Investment and brokerage services income 139 121
Mortgage brokerage income 9 10
Loan servicing income 67 64
Debit card income 659 654
(Losses) gains on sales/calls of available-for-sale securities (42 ) 2
Gain on bargain purchase — 1,405
Other income 247 187
Total non-interest income 1,507 2,873
Non-interest expenses:
Salaries and employee benefits 6,671 6,805
Occupancy and equipment 1,127 1,017
Data processing 1,020 1,019
Stationery and supplies 60 100
Advertising 108 146
Directors’ fees 69 66
Amortization of core deposit intangible 210 151
Other expense 1,962 1,980
Total non-interest expenses 11,227 11,284
Income before provision for income taxes 5,942 7,570
Provision for income taxes 1,666 2,081
Net income $ 4,276 $ 5,489
Basic earnings per common share $ 0.28 $ 0.36
Diluted earnings per common share $ 0.28 $ 0.36

See notes to unaudited condensed consolidated financial statements.

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Index

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS

    OF
    COMPREHENSIVE INCOME/LOSS \(UNAUDITED\)
(in thousands) Three months ended<br><br> <br>March 31, 2023
Net income 4,276 $ 5,489
Other comprehensive (losses) gains, net of tax:
Unrealized holding gains (losses) on securities:
Unrealized holding (losses) gains arising during the period, net of tax effect of (625) and 2,522 for the<br> three-month periods ended March 31, 2024 and March 31, 2023, respectively (1,491 ) 6,014
Less: reclassification adjustment due to (losses) gains realized on sales of securities, net of tax effect of 12 and (1) for the three-month<br> periods ended March 31, 2024<br> and March 31, 2023,<br> respectively 30 (1 )
Other comprehensive (loss) income (1,461 ) $ 6,013
Comprehensive income 2,815 $ 11,502

All values are in US Dollars.

See notes to unaudited condensed consolidated financial statements.

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Index

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENT 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 Income (Loss) Total
Balance at December 31, 2022 14,652,584 $ 116,099 $ 977 $ 54,492 $ (46,528 ) $ 125,040
Cumulative change from adoption of ASU 2016-13 on January 1, 2023 (916 ) (916 )
Balance at January 1, 2023 (as adjusted for change in accounting principle) 14,652,584 116,099 977 53,576 (46,528 ) 124,124
Net income 5,489 5,489
Other comprehensive income, net of tax 6,013 6,013
Stock dividend adjustment 3,525 296 (296 ) —
Cash in lieu of fractional shares (164 ) (7 ) (7 )
Stock-based compensation 192 192
Common shares issued related to restricted stock grants 72,242 — —
Stock options exercised, net of swapped shares 11,000 — —
Stock repurchase and retirement (3,580 ) (26 ) (26 )
Balance at March 31, 2023 14,735,607 $ 116,561 $ 977 $ 58,762 $ (40,515 ) $ 135,785
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 tax (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

See notes to unaudited condensed consolidated financial statements.

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Index

FIRST NORTHERN COMMUNITY BANCORP

CONDENSED CONSOLIDATED STATEMENTS OF

  CASH FLOWS \(UNAUDITED\)
(in thousands)
Three months<br> ended<br><br> <br>March 31, 2024 Three months<br> ended<br><br> <br>March 31, 2023
Cash Flows From Operating Activities
Net income $ 4,276 $ 5,489
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 268 230
Accretion and amortization of investment securities premiums and discounts, net 291 612
(Decrease) increase in deferred loan origination fees and costs, net (123 ) 424
Amortization of core deposit intangible 210 151
Reversal of provision for credit losses (300 ) —
Stock-based compensation 296 192
Loss (gain) on sales/calls of available-for-sale securities 42 (2 )
Amortization of operating lease right-of-use asset 273 268
Gain on sales of loans held-for-sale — (18 )
Proceeds from sales of loans held-for-sale 670 420
Originations of loans held-for-sale (670 ) (817 )
Gain on bargain purchase — (1,405 )
Changes in assets and liabilities:
Decrease in interest receivable and other assets 1,658 2,755
Net decrease in interest payable and other liabilities (4,240 ) (3,263 )
Net cash provided by operating activities 2,651 5,036
Cash Flows From Investing Activities
Proceeds from calls or maturities of available-for-sale securities 16,240 8,750
Proceeds from sales of available-for-sale securities 971 7,201
Principal repayments on available-for-sale securities 16,810 17,317
Purchase of available-for-sale securities (22,512 ) (31,047 )
Proceeds from maturities of certificates of deposit 2,465 980
Purchase of certificates of deposit (940 ) (1,727 )
Net decrease (increase) in loans 5,592 (495 )
Purchases of premises and equipment — (285 )
Cash and cash equivalents acquired in acquisition — 103,425
Net cash provided by investing activities 18,626 104,119
Cash Flows From Financing Activities
Net increase (decrease) in deposits 16,428 (90,429 )
Cash dividends paid in lieu of fractional shares (7 ) (7 )
Repurchases and retirements of common stock — (26 )
Net cash provided by (used in) financing activities 16,421 (90,462 )
Net increase in Cash and Cash Equivalents 37,698 18,693
Cash and Cash<br> Equivalents, beginning of period 149,211 187,417
Cash and Cash<br> Equivalents, end of period $ 186,909 $ 206,110
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 2,978 $ 870
Income taxes 4,270 —
Supplemental disclosures of non-cash investing and financing activities:
Stock dividend distributed 6,392 5,652
Unrealized holding (losses) gains on available for sale securities, net of taxes (1,461 ) 6,013
Market value of shares tendered in-lieu of cash to pay for exercise of options 93 81
Recognition of right-of-use assets obtained in exchange for operating lease liabilities — 245
Non-cash assets acquired (liabilities assumed) in acquisition:
Total assets acquired — 12,612
Total liabilities assumed — (115,916 )

See notes to unaudited condensed consolidated financial statements.

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FIRST NORTHERN COMMUNITY BANCORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 (GAAP) for interim financial information and with the instructions to Form 10-Q and Articles 9 and 10 of Regulation S-X.  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, 2023 as filed with the Securities and Exchange Commission.  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, 2023. 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.

Accounting Standards Adopted in 2024

On January 1, 2024, the

    Company adopted Accounting Standards Updated \(ASU\) 2022-03, Fair Value Measurement \(Topic 820\): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.  These amendments
    clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.   Adoption of ASU 2022-03 did not have a
    material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In January 2021, the FASB

  issued ASU 2021-01, Reference Rate Reform \(Topic 848\): Scope.  This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to
  derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative
  instruments affected by the discounting transition.  An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the
  beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to
  be issued.   An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the
  interim period that includes March 12, 2020.  In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform \(Topic 848\): Deferral of the Sunset Date of Topic 848.  This ASU extends the period of time
  preparers can utilize the reference rate reform relief guidance in Topic 848.  ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic
  848.  The Company is in the process of evaluating the provisions of this ASU but does not expect it to have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

    Improvements to Reportable Segment Disclosures.  The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU is effective
  for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.  Early adoption is permitted. The Company is evaluating whether this ASU will have a material impact on the Company’s
  consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to

    Income Tax Disclosures.  Among other things, these amendments require that public business entities on an annual basis \(1\) disclose specific categories in the rate reconciliation and \(2\) provide additional information for reconciling items
  that meet a quantitative threshold.  This ASU is effective for annual periods beginning after December 15, 2024. The Company is evaluating whether this ASU will have a material impact on the Company’s consolidated financial statements.

8

Index

3. INVESTMENT SECURITIES

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

Amortized<br><br> <br> <br>cost Unrealized<br><br> <br> <br>gains Unrealized<br><br> <br> <br>losses Estimated fair<br><br> <br>value ACL
Investment securities available-for-sale:
U.S. Treasury securities $ 84,676 $ 60 $ (2,850 ) $ 81,886 $ —
Securities of U.S. government agencies and corporations 115,840 48 (6,177 ) 109,711 —
Obligations of states and political subdivisions 55,599 149 (3,860 ) 51,888 —
Collateralized mortgage obligations 105,134 — (17,681 ) 87,453 —
Mortgage-backed securities 247,223 95 (19,815 ) 227,503 —
Total debt securities $ 608,472 $ 352 $ (50,383 ) $ 558,441 $ —

The amortized cost, unrealized gains and losses and estimated fair values of investments in debt and other securities at December 31, 2023 are summarized as follows:

Amortized<br><br> <br> <br>cost Unrealized<br><br> <br> <br>gains Unrealized<br><br> <br> <br>losses Estimated fair<br><br> <br>value ACL
Investment securities available-for-sale:
U.S. Treasury securities $ 90,063 $ 134 $ (3,015 ) $ 87,182 $ —
Securities of U.S. government agencies and corporations 121,305 105 (6,331 ) 115,079 —
Obligations of states and political subdivisions 55,021 237 (3,581 ) 51,677 —
Collateralized mortgage obligations 107,658 15 (16,726 ) 90,947 —
Mortgage-backed securities 246,267 242 (19,037 ) 227,472 —
Total debt securities $ 620,314 $ 733 $ (48,690 ) $ 572,357 $ —

The Company had $971,000 and $7,201,000 proceeds from sales of available-for-sale securities for the three months ended March 31, 2024 and March 31, 2023, respectively.  Gross realized gains on sales/calls of available-for-sale securities were $0 and $58,000 for the three months ended March 31, 2024 and March 31, 2023, respectively.  Gross realized losses on sales of available-for-sale securities were $42,000 and $56,000 for the three months ended March 31, 2024 and March 31, 2023, respectively.

The amortized cost and estimated fair value of debt and other securities at March 31, 2024, 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 $ 71,862 $ 70,762
Due after one year<br> through five years 126,902 119,731
Due after five years<br> through ten years 29,358 27,406
Due after ten years 27,993 25,586
Subtotal 256,115 243,485
MBS & CMO 352,357 314,956
Total $ 608,472 $ 558,441

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 value of mortgage-related securities.

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Index

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

Less than 12 months 12 months or more Total
(in thousands) 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 $ 2,401 $ (15 ) $ 68,912 $ (2,835 ) $ 71,313 $ (2,850 )
Securities of U.S. government agencies and<br> corporations 9,804 (43 ) 92,229 (6,134 ) 102,033 (6,177 )
Obligations of states and political subdivisions 11,059 (100 ) 31,341 (3,760 ) 42,400 (3,860 )
Collateralized mortgage obligations 3,651 (21 ) 82,409 (17,660 ) 86,060 (17,681 )
Mortgage-backed securities 24,555 (244 ) 184,678 (19,571 ) 209,233 (19,815 )
Total $ 51,470 $ (423 ) $ 459,569 $ (49,960 ) $ 511,039 $ (50,383 )

Forty-five securities, all considered investment grade, which had an aggregate fair value of $51,470,000 and a total unrealized loss of $423,000 have been in an unrealized loss position for less than twelve months as of March 31, 2024. Four hundred and sixty securities, all considered investment grade, which had an aggregate fair value of $459,569,000 and a total unrealized loss of $49,960,000, have been in an unrealized loss position for more than twelve months as of March 31, 2024.  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 March 31, 2024, the Company has 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 increases, 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, 2023, follows:

Less than 12 months 12 months or more Total
(in thousands) 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 $ — $ — $ 77,203 $ (3,015 ) $ 77,203 $ (3,015 )
Securities of U.S. government agencies and<br> corporations 3,424 (7 ) 97,057 (6,324 ) 100,481 (6,331 )
Obligations of states and political subdivisions 4,981 (31 ) 32,578 (3,550 ) 37,559 (3,581 )
Collateralized Mortgage obligations 6,597 (26 ) 80,995 (16,700 ) 87,592 (16,726 )
Mortgage-backed securities 17,023 (124 ) 182,626 (18,913 ) 199,649 (19,037 )
Total $ 32,025 $ (188 ) $ 470,459 $ (48,502 ) $ 502,484 $ (48,690 )

Investment securities carried at $42,153,000 and $43,884,000

    at March 31, 2024 and December 31, 2023, respectively, were pledged to secure public deposits or for other purposes as required or permitted by law.

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Index

4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The composition of the Company’s loan portfolio, by loan class, as of March 31, 2024 and December 31, 2023 was as follows:

($ in thousands) March 31,<br><br> <br>2024 December 31,<br><br> <br>2023
Commercial $ 108,786 $ 106,897
Commercial Real Estate 726,069 721,729
Agriculture 91,865 105,838
Residential Mortgage 108,553 107,328
Residential Construction 11,981 12,323
Consumer 16,087 14,868
1,063,341 1,068,983
Allowance for credit losses (16,246 ) (16,596 )
Net deferred origination fees and costs 201 78
Loans, net $ 1,047,296 $ 1,052,465

At March 31, 2024 and December 31, 2023, all loans were pledged under a blanket collateral lien to secure actual and potential borrowings from the Federal Home Loan Bank (“FHLB”).

Allowance for Credit Losses (ACL)

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 March 31, 2024 and March 31, 2023.

Allowance for Credit Losses - Three months ended March 31, 2024
($ in thousands) Beginning balance Charge-offs Recoveries Provision<br><br> <br>(Recovery) Ending Balance
Commercial $ 2,041 $ (130 ) $ 41 $ (405 ) $ 1,547
Commercial Real Estate 10,864 — — (368 ) 10,496
Agriculture 997 — — 644 1,641
Residential Mortgage 2,005 — — (104 ) 1,901
Residential Construction 334 — — 27 361
Consumer 355 (13 ) 2 (44 ) 300
Allowance for credit losses on loans 16,596 (143 ) 43 (250 ) 16,246
Reserve for unfunded commitments 1,150 — — (50 ) 1,100
Total $ 17,746 $ (143 ) $ 43 $ (300 ) $ 17,346
Allowance for Credit Losses – Three months ended March 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
($ in thousands) Beginning balance Adoption of CECL Charge-offs Recoveries Provision<br><br> <br>(Recovery) Ending Balance
Commercial $ 1,491 $ 689 $ (127 ) $ 23 $ (173 ) $ 1,903
Commercial Real Estate 10,259 (513 ) — — 211 9,957
Agriculture 1,789 (742 ) — — (98 ) 949
Residential Mortgage 896 923 (3 ) — 9 1,825
Residential Construction 181 221 — — 51 453
Consumer 176 222 (1 ) — — 397
Allowance for credit losses on loans 14,792 800 (131 ) 23 — 15,484
Reserve for unfunded commitments 700 500 — — — 1,200
Total $ 15,492 $ 1,300 $ (131 ) $ 23 $ — $ 16,684

The Company moved from California state loss drivers to national loss drivers at the beginning of 2024. The reason for the change is a higher loan loss correlation between the national loss driver variables than the state loss driver variables. During the quarter ended March 31, 2024, the levels of forecasted national unemployment and forecasted gross domestic product remained relatively stable. Those factors, coupled with a decrease in loans, were the reasons for the reversal of provision for credit losses for the quarter ended March 31, 2024. Management believes the allowance for credit losses at March 31, 2024 appropriately reflected expected credit losses in the loan portfolio at that date.

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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 March 31, 2024 and December 31, 2023.  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 March 31, 2024 and December 31, 2023:
March 31, 2024
($ in thousands) Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-<br><br> <br>1st lien Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-<br><br> <br>junior lien Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-<br><br> <br>revolving Commercial Construction<br><br> <br>and land<br><br> <br>development Secured by<br><br> <br>farmland Agriculture<br><br> <br>production<br><br> <br>loans Total
Commercial $ — $ — $ — $ 139 $ — $ — $ — $ 139
Commercial Real Estate — — — — — — — —
Agriculture — — — — — 899 1,829 2,728
Residential Mortgage 1,315 — — — — — — 1,315
Residential Construction — — — — 4,000 — — 4,000
Consumer — 335 267 — — — — 602
Total $ 1,315 $ 335 $ 267 $ 139 $ 4,000 $ 899 $ 1,829 $ 8,784
December 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
($ in thousands) Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-<br><br> <br>1st lien Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-<br><br> <br>junior lien Secured by 1-4<br><br> <br>Family<br><br> <br>Residential<br><br> <br>Properties-<br><br> <br>revolving Commercial Construction<br><br> <br>and land<br><br> <br>development Secured by<br><br> <br>farmland Agriculture<br><br> <br>production<br><br> <br>loans Total
Commercial $ — $ — $ — $ — $ — $ — $ — $ —
Commercial Real Estate — — — — — — — —
Agriculture — — — — — 946 1,925 2,871
Residential Mortgage 424 — — — — — — 424
Residential Construction — — — — — — — —
Consumer — 351 352 — — — — 703
Total $ 424 $ 351 $ 352 $ — $ — $ 946 $ 1,925 $ 3,998

Foreclosure Proceedings

The Company had no residential real estate property in the process of foreclosure at March 31, 2024 and December 31, 2023.

12

Index

Non-accrual

      and Past Due Loans

The Company’s loans by delinquency and non-accrual status, as of March 31, 2024 and December 31, 2023, was as follows:

($ in thousands) 30-59 days<br><br> <br>Past Due &<br><br> <br>Accruing 60-89 days<br><br> <br>Past Due &<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 & 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
March 31, 2024
Commercial $ 1,032 $ 50 $ — $ 139 $ 1,221 $ 107,565 $ 108,786 $ 139
Commercial Real Estate — — — — — 726,069 726,069 —
Agriculture 922 — — 2,728 3,650 88,215 91,865 2,728
Residential Mortgage 386 — — 1,315 1,701 106,852 108,553 1,315
Residential Construction — — — 4,000 4,000 7,981 11,981 4,000
Consumer — — — 602 602 15,485 16,087 602
Total $ 2,340 $ 50 $ — $ 8,784 $ 11,174 $ 1,052,167 $ 1,063,341 $ 8,784
December 31, 2023
Commercial $ 91 $ 178 $ — $ — $ 269 $ 106,628 $ 106,897 $ —
Commercial Real Estate — — — — — 721,729 721,729 —
Agriculture — — — 2,871 2,871 102,967 105,838 2,871
Residential Mortgage 976 — 916 424 2,316 105,012 107,328 424
Residential Construction — — 3,420 — 3,420 8,903 12,323 —
Consumer 194 — — 703 897 13,971 14,868 703
Total $ 1,261 $ 178 $ 4,336 $ 3,998 $ 9,773 $ 1,059,210 $ 1,068,983 $ 3,998

The Company recognized $5,000 and $0 of interest income on nonaccrual loans during the three months ended March 31, 2024 and March 31, 2023, respectively.

13

Index

Loan Modifications

Occasionally, the Company modifies loans to borrowers in financial distress 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.

The following tables present the amortized cost basis of loans that were both experiencing financial difficulty and modified during the periods ended March 31, 2024 and March 31, 2023 by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.

($ in thousands) Term Extension Combination Term Extension<br><br> <br>and Interest Rate Reduction Total Class of Financing<br><br> <br>Receivable
March 31, 2024
Commercial $ 2,718 $ — 2.50 %
Commercial Real<br> Estate — — —
Agriculture — — —
Residential<br> Mortgage — — —
Residential<br> Construction — — —
Consumer — — —
Total $ 2,718 $ — 0.26 %
($ in thousands) Term Extension Combination Term Extension<br><br> <br>and Interest Rate Reduction Total Class of Financing<br><br> <br>Receivable
--- --- --- --- --- --- --- ---
March 31, 2023
Commercial $ 250 $ 50 0.29 %
Commercial Real<br> Estate — — —
Agriculture — — —
Residential<br> Mortgage — — —
Residential<br> Construction — — —
Consumer — — —
Total $ 250 $ 50 0.03 %

The Company had commitments totaling $835 and $0 to lend additional funds to borrowers whose loans were modified at March 31, 2024 and March 31, 2023, respectively.

14

Index

The following tables present the financial effect of the loan modifications to borrowers experiencing financial difficulty for the three-month periods ended March 31, 2024 and March 31, 2023:

($ in thousands) Weighted-Average<br><br> <br>Interest Rate<br><br> <br>Reduction Weighted-Average<br><br> <br>Term Extension<br><br> <br>(in months)
March 31, 2024
Commercial — $ 8
Commercial Real Estate — —
Agriculture — —
Residential Mortgage — —
Residential Construction — —
Consumer — —
Total — $ 8
($ in thousands) Weighted-Average<br><br> <br>Interest Rate<br><br> <br>Reduction Weighted-Average<br><br> <br>Term Extension<br><br> <br>(in months)
--- --- --- --- --- ---
March 31, 2023
Commercial 0.50 % $ 9
Commercial Real Estate — —
Agriculture — —
Residential Mortgage — —
Residential Construction — —
Consumer — —
Total 0.50 % $ 9

There were no loans modified within the previous twelve months and for which there was a payment default during the three-month periods ended March 31, 2024 and March 31, 2023.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed 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.

15

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, 2023.

The following tables present the loan portfolio by loan class, origination year, and internal risk rating as of March 31, 2024 and December 31, 2023. 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 $630,000

      and $881,000 as of March 31, 2024 and December 31, 2023, respectively.
(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of March 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 $ 13,255 $ 17,078 $ 15,223 $ 14,713 $ 4,972 $ 12,759 $ 21,639 $ 99,639
Special Mention — — 2,348 2,771 212 289 1,790 7,410
Substandard 927 — — — 521 — 289 1,737
Doubtful/Loss — — — — — — — —
Total Commercial loans $ 14,182 $ 17,078 $ 17,571 $ 17,484 $ 5,705 $ 13,048 $ 23,718 $ 108,786
Current Period Write-offs — (40 ) (75 ) — (13 ) (2 ) — (130 )
Current Period Recoveries — — — — — 41 — 41
Current Period Net Write-offs — (40 ) (75 ) — (13 ) 39 — (89 )
Commercial Real Estate
Pass $ 24,352 $ 107,222 $ 174,355 $ 189,466 $ 44,174 $ 159,555 $ 6,785 $ 705,909
Special Mention — — — 2,175 — 1,254 — 3,429
Substandard — 392 — 7,119 1,673 7,547 — 16,731
Doubtful/Loss — — — — — — — —
Total Commercial Real Estate loans $ 24,352 $ 107,614 $ 174,355 $ 198,760 $ 45,847 $ 168,356 $ 6,785 $ 726,069
Current Period Write-offs — — — — — — — —
Current Period Recoveries — — — — — — — —
Current Period Net Write-offs — — — — — — — —
Agriculture
Pass $ 2,484 $ 7,051 $ 16,881 $ 20,433 $ 6,707 15,645 $ 14,940 $ 84,141
Special Mention — — 1,891 2,996 — — — 4,887
Substandard — — — 899 — — 1,938 2,837
Doubtful/Loss — — — — — — — —
Total Agriculture loans $ 2,484 $ 7,051 $ 18,772 $ 24,328 $ 6,707 $ 15,645 $ 16,878 $ 91,865
Current Period Write-offs — — — — — — — —
Current Period Recoveries — — — — — — — —
Current Period Net Write-offs — — — — — — — —

16

Index

(in thousands)
Term Loans Amortized Cost Basis by Origination Year – As of March 31, 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 $ 1,312 $ 20,536 $ 23,824 $ 27,975 $ 13,966 $ 19,625 $ — $ 107,238
Special Mention — — — — — — — —
Substandard — — — 37 — 1,278 — 1,315
Doubtful/Loss — — — — — — — —
Total Residential Mortgage loans $ 1,312 $ 20,536 $ 23,824 $ 28,012 $ 13,966 $ 20,903 $ — $ 108,553
Current Period Write-offs — — — — — — — —
Current Period Recoveries — — — — — — — —
Current Period Net Write-offs — — — — — — — —
Residential Construction
Pass $ 575 $ 3,998 $ 2,073 $ 1,335 $ — $ — $ — $ 7,981
Special Mention — — — — — — — —
Substandard 4,000 — — — — — — 4,000
Doubtful/Loss — — — — — — — —
Total Residential Construction loans $ 4,575 $ 3,998 $ 2,073 $ 1,335 $ — $ — $ — $ 11,981
Current Period Write-offs — — — — — — — —
Current Period Recoveries — — — — — — — —
Current Period Net Write-offs — — — — — — — —
Consumer
Pass $ 207 $ 186 $ 1,173 $ 131 $ 131 $ 310 $ 13,347 $ 15,485
Special Mention — — — — — — — —
Substandard — — — — — — 602 602
Doubtful/Loss — — — — — — — —
Total Consumer loans $ 207 $ 186 $ 1,173 $ 131 $ 131 $ 310 $ 13,949 $ 16,087
Current Period Write-offs (13 ) — — — — — — (13 )
Current Period Recoveries — — — — — 2 — 2
Current Period Net Write-offs (13 ) — — — — 2 — (11 )
Total Loans
Pass $ 42,185 $ 156,071 $ 233,529 $ 254,053 $ 69,950 $ 207,894 $ 56,711 $ 1,020,393
Special Mention — — 4,239 7,942 212 1,543 1,790 15,726
Substandard 4,927 392 — 8,055 2,194 8,825 2,829 27,222
Doubtful/Loss — — — — — — — —
Total Loans $ 47,112 $ 156,463 $ 237,768 $ 270,050 $ 72,356 $ 218,262 $ 61,330 $ 1,063,341
Current Period Write-offs $ (13 ) $ (40 ) $ (75 ) $ — $ (13 ) $ (2 ) $ — $ (143 )
Current Period Recoveries $ — $ — $ — $ — $ — $ 43 $ — $ 43
Current Period Net Write-offs $ (13 ) $ (40 ) $ (75 ) $ — $ (13 ) $ 41 $ — $ (100 )

17

Index

(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2023
2023 2022 2021 2020 2019 Prior Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis Total
Commercial
Pass $ 19,776 $ 16,961 $ 15,833 $ 5,381 $ 7,420 $ 6,298 $ 26,183 $ 97,852
Special Mention — 1,122 2,530 235 308 — 2,936 7,131
Substandard — 32 1,152 542 — — 188 1,914
Doubtful/Loss — — — — — — — —
Total Commercial loans $ 19,776 $ 18,115 $ 19,515 $ 6,158 $ 7,728 $ 6,298 $ 29,307 $ 106,897
Current Period Write-offs (47 ) (196 ) (36 ) — (87 ) — — (366 )
Current Period Recoveries — — — — 87 148 — 235
Current Period Net Write-offs (47 ) (196 ) (36 ) — — 148 — (131 )
Commercial Real Estate
Pass $ 115,807 $ 173,918 $ 191,907 $ 50,150 $ 52,157 $ 107,909 $ 6,879 $ 698,727
Special Mention — — 7,448 — 2,869 1,273 — 11,590
Substandard 395 — 1,712 1,684 6,604 1,017 — 11,412
Doubtful/Loss — — — — — — — —
Total Commercial Real Estate loans $ 116,202 $ 173,918 $ 201,067 $ 51,834 $ 61,630 $ 110,199 $ 6,879 $ 721,729
Current Period Write-offs — — — — — — — —
Current Period Recoveries — — — — — — — —
Current Period Net Write-offs — — — — — — — —
Agriculture
Pass $ 6,842 $ 16,985 $ 20,511 $ 8,792 $ 2,509 11,437 $ 29,893 $ 96,969
Special Mention — 1,937 2,996 — — 1,064 — 5,997
Substandard — — 946 — 1,926 — — 2,872
Doubtful/Loss — — — — — — — —
Total Agriculture loans $ 6,842 $ 18,922 $ 24,453 $ 8,792 $ 4,435 $ 12,501 $ 29,893 $ 105,838
Current Period Write-offs (1,825 ) — — — — — (742 ) (2,567 )
Current Period Recoveries 1,825 — — — — — 742 2,567
Current Period Net Write-offs — — — — — — — —

18

Index

(in thousands)
Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2023
2023 2022 2021 2020 2019 Prior Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis Total
Residential Mortgage
Pass $ 20,239 $ 24,906 $ 26,429 $ 14,500 $ 5,481 $ 15,349 $ — $ 106,904
Special Mention — — — — — — — —
Substandard — — 39 — — 385 — 424
Doubtful/Loss — — — — — — — —
Total Residential Mortgage loans $ 20,239 $ 24,906 $ 26,468 $ 14,500 $ 5,481 $ 15,734 $ — $ 107,328
Current Period Write-offs — — — — — (3 ) — (3 )
Current Period Recoveries — — — — — — — —
Current Period Net Write-offs — — — — — (3 ) — (3 )
Residential Construction
Pass $ 3,714 $ 1,991 $ 3,198 $ — $ — $ — $ — $ 8,903
Special Mention — — — — — — — —
Substandard — 3,420 — — — — — 3,420
Doubtful/Loss — — — — — — — —
Total Residential Construction loans $ 3,714 $ 5,411 $ 3,198 $ — $ — $ — $ — $ 12,323
Current Period Write-offs — — — — — — — —
Current Period Recoveries — — — — — — — —
Current Period Net Write-offs — — — — — — — —
Consumer
Pass $ 350 $ 758 $ 133 $ 149 $ 70 $ 273 $ 12,516 $ 14,249
Special Mention — — — — — — — —
Substandard — — — — — — 619 619
Doubtful/Loss — — — — — — — —
Total Consumer loans $ 350 $ 758 $ 133 $ 149 $ 70 $ 273 $ 13,135 $ 14,868
Current Period Write-offs (13 ) — — — — — — (13 )
Current Period Recoveries — — — — — 1 — 1
Current Period Net Write-offs (13 ) — — — — 1 — (12 )
Total Loans
Pass $ 166,728 $ 235,519 $ 258,011 $ 78,972 $ 67,637 $ 141,266 $ 75,471 $ 1,023,604
Special Mention — 3,059 12,974 235 3,177 2,337 2,936 24,718
Substandard 395 3,452 3,849 2,226 8,530 1,402 807 20,661
Doubtful/Loss — — — — — — — —
Total Loans $ 167,123 $ 242,030 $ 274,834 $ 81,433 $ 79,344 $ 145,005 $ 79,214 $ 1,068,983
Current Period Write-offs $ (1,885 ) $ (196 ) $ (36 ) $ — $ (87 ) $ (3 ) $ (742 ) $ (2,949 )
Current Period Recoveries $ 1,825 $ — $ — $ — $ 87 $ 149 $ 742 $ 2,803
Current Period Net Write-offs $ (60 ) $ (196 ) $ (36 ) $ — $ — $ 146 $ — $ (146 )

19

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 or loss and a related asset for the fair value of the rights to service loans for others when loans are sold and servicing is retained.  The Company sold a substantial portion of its portfolio of conforming long-term residential mortgage loans originated during the three months ended March 31, 2024 on a servicing retained basis, for cash proceeds equal to the fair value of the loans.  At March 31, 2024, and December 31, 2023, the Company serviced real estate mortgage loans for others totaling $181,353,000 and $184,288,000, 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 other operating income on the condensed consolidated statements of income.

Key assumptions used in measuring the fair value of mortgage servicing rights as of March 31, 2024 and December 31, 2023 were as follows:

March 31,<br><br> <br>2024 December 31,<br><br> <br>2023
Constant prepayment rate 7.23 % 6.09 %
Discount rate 10.00 % 10.50 %
Weighted average life (years) 7.39 7.99

The following table summarizes the Company’s mortgage servicing rights assets as of March 31, 2024 and December 31, 2023. Mortgage servicing rights are included in Interest Receivable and Other Assets on the condensed consolidated balance sheets:

(in thousands)
December 31,<br><br> <br>2023 Additions Reductions March 31,<br><br> <br>2024
Mortgage servicing rights $ 1,482 $ 7 $ (55 ) $ 1,434
Valuation allowance — — — —
Mortgage servicing rights, net of valuation allowance $ 1,482 $ 7 $ (55 ) $ 1,434

At March 31, 2024 and December 31, 2023, the estimated fair market value of the Company’s mortgage servicing rights asset was $2,010,000 and $2,094,000, respectively.  The changes in fair value of mortgage servicing rights during 2024 was primarily due to changes in prepayment speeds and the discount rate.

The Company received contractually specified servicing fees of $115,000 and $121,000 for the three months ended March 31, 2024 and March 31, 2023, respectively.  Loan servicing income on the condensed consolidated statements of income include contractually specified servicing fees, mortgage servicing rights additions, amortization and changes in the valuation allowance.

20

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 tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023.

(in thousands)
March 31, 2024 Fair Value Quoted 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 $ 81,886 $ 81,886 $ — $ —
Securities of U.S. government agencies and<br> corporations 109,711 — 109,711 —
Obligations of states and political<br> subdivisions 51,888 — 51,888 —
Collateralized mortgage obligations 87,453 — 87,453 —
Mortgage-backed securities 227,503 — 227,503 —
Total investments at fair value $ 558,441 $ 81,886 $ 476,555 $ —
(in thousands)
--- --- --- --- --- --- --- --- ---
December 31, 2023 Fair Value Quoted 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 $ 87,182 $ 87,182 $ — $ —
Securities of U.S. government agencies and<br> corporations 115,079 — 115,079 —
Obligations of states and political<br> subdivisions 51,677 — 51,677 —
Collateralized mortgage obligations 90,947 — 90,947 —
Mortgage-backed securities 227,472 — 227,472 —
Total investments at fair value $ 572,357 $ 87,182 $ 485,175 $ —

21

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 March 31, 2024.

March 31, 2024 Total Level 1 Level 2 Level 3
Individually evaluated loans $ 139 $ — $ — $ 139
Total assets at fair value $ 139 $ — $ — $ 139

There were no assets measured at fair value on a non-recurring basis as of December 31, 2023.

There were no liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2024 and December 31, 2023.

Key methods and assumptions used in measuring the fair value of collateral dependent loans as of March 31, 2024 were as follows:

Method Assumption Inputs
Individually evaluated loans Collateral, market, income, enterprise, liquidation, and discounted cash flows External appraised values, management assumptions regarding market trends or other relevant factors, selling costs  generally ranging<br> from 6% to 10%,<br> or the amount and timing of cash flows based on the loan’s effective interest rate.

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.

22

Index

Disclosures about Fair Value of Financial Instruments

The estimated fair values of the Company’s financial instruments for the periods ended March 31, 2024 and December 31, 2023 were approximately as follows:

March 31, 2024 December 31, 2023
Level Carrying<br><br> <br>amount Fair value Carrying<br><br> <br>amount Fair value
Financial assets:
Cash and cash equivalents 1 $ 186,909 $ 186,909 $ 149,211 $ 149,211
Certificates of deposit 2 18,185 18,032 19,710 19,570
Stock in Federal Home Loan Bank and other<br> equity securities 3 10,518 10,518 10,518 10,518
Loans receivable:
Net loans 3 1,047,296 956,356 1,052,465 958,077
Interest receivable 2 6,667 6,667 6,810 6,810
Mortgage servicing rights 3 1,434 2,010 1,482 2,094
Financial liabilities:
Time deposits 3 156,115 155,594 135,696 135,540
Interest payable 2 1,770 1,770 1,567 1,567

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.

23

Index

7. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

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 in addition to entering into commitments to sell loans in conjunction with our mortgage banking activities. 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) March 31,<br><br> <br>2024 December 31,<br><br> <br>2023
Undisbursed loan commitments $ 179,893 $ 187,401
Standby letters of credit 1,241 1,251
Commitments to sell loans 765 —
$ 181,899 $ 188,652

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. 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 March 31, 2024 and December 31, 2023, 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 $1,241,000 and $1,251,000 at March 31, 2024 and December 31, 2023, respectively.  The Bank has 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 imbedded agreements of recourse from the customer.  The Bank has set aside a reserve for unfunded commitments in the amount of $1,100,000 and $1,150,000 at March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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 $765,000 and $0 at March 31, 2024 and December 31, 2023, 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 the past two years, 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.

24

Index

8. STOCK PLANS

On January 25, 2024, the Board of Directors of the Company declared a 5% stock dividend paid on March 25, 2024 to shareholders of record as of February 29, 2024. All stock options and restricted stock 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 March 31, 2024:

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 years)
Options outstanding at Beginning of Period 642,779 $ 8.40
Granted — —
Expired — —
Cancelled / Forfeited — —
Exercised (20,028 ) 4.64
Options outstanding at End of Period 622,751 8.52 $ 435,548 4.59
Exercisable (vested) at End of Period 599,067 $ 8.49 $ 435,548 4.46

The intrinsic value of options exercised was $73,000

  and $97,000 during the three months ended March 31, 2024 and March 31, 2023, respectively.  The fair value of awards vested was $88,000 and $123,000 during the three months
  ended March 31, 2024 and March 31, 2023, respectively.

As of March 31, 2024, there was $50,000 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 1.64 years.

There was $17,000 of recognized compensation cost related to stock options granted for the three months ended March 31, 2024.

The following table presents the activity related to non-vested restricted stock for the three months ended March 31, 2024:

Number of<br><br> <br>Shares Weighted<br><br> <br>Average<br><br> <br>Grant-Date<br><br> <br>Fair<br><br> <br>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 years)
Non-vested Restricted stock outstanding at Beginning of Period 274,268 $ 8.72
Granted 79,576 8.29
Cancelled/Forfeited (19,212 ) 8.77
Exercised/Released/Vested (45,074 ) 9.21
Non-vested restricted stock outstanding at End of Period 289,558 $ 8.52 $ 2,617,604 2.88

The weighted average fair value of restricted stock granted during the three months ended March 31, 2024 was $8.29 per share.

As of March 31, 2024, there was $1,383,000 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 2.88 years.

There was $274,000 of recognized compensation cost related to restricted stock awards for the three months ended March 31, 2024.

25

Index

The Company has an Employee Stock Purchase Plan (“ESPP”). There are 376,856 shares authorized 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 25, 2024, payable March 25, 2024 to shareholders of record as of February 29, 2024. 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, 2023 to November 23, 2024.  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 March 31, 2024, there was $26,000 of unrecognized compensation cost related to ESPP issuances. This cost is expected to be recognized over a weighted average period of approximately 0.75 years.

There was $5,000 of recognized compensation cost related to ESPP issuances for the three months ended March 31, 2024.

The weighted average fair value at issuance date during the three months ended March 31, 2024 was $2.14.

A summary of the weighted average assumptions used in valuing ESPP issuances during the three months ended March 31, 2024 is presented below:

Three Months Ended<br><br> <br>March 31, 2024
Risk Free Interest Rate 5.27 %
Expected Dividend Yield 0.00 %
Expected Life in Years 1.00
Expected Price Volatility 25.96 %

26

Index

9. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table details activity in accumulated other comprehensive income (loss) for the three months ended March 31, 2024:

($ in thousands) Unrealized<br><br> <br>gains (losses)<br><br> <br>on 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>income (loss)
Balance as of December 31, 2023 $ (33,778 ) $ (70 ) $ 121 $ (33,727 )
Current period other comprehensive loss (1,461 ) — — (1,461 )
Balance as of March 31, 2024 $ (35,239 ) $ (70 ) $ 121 $ (35,188 )

The following table details activity in accumulated other comprehensive loss for the three months ended March 31, 2023:

($ in thousands) Unrealized<br><br> <br>gains (losses)<br><br> <br>on 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>income (loss)
Balance as of December 31, 2022 $ (46,273 ) $ (308 ) $ 53 $ (46,528 )
Current period other comprehensive income 6,013 — — 6,013
Balance as of March 31, 2023 $ (40,260 ) $ (308 ) $ 53 $ (40,515 )

27

Index

10. OUTSTANDING SHARES AND EARNINGS PER SHARE

On January 25, 2024, the Board of Directors of the Company declared a 5% stock dividend payable on March 25, 2024 to shareholders of record as of February 29, 2024. 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 months ended March 31, 2024 and 2023 (dollars in thousands except per share amounts):

Three months ended<br><br> <br>March 31,
2024 2023
Basic earnings per share:
Net income $ 4,276 $ 5,489
Weighted average common shares outstanding 15,232,761 15,149,823
Basic EPS $ 0.28 $ 0.36
Diluted earnings per share:
Net income $ 4,276 $ 5,489
Weighted average common shares outstanding 15,232,761 15,149,823
Effect of dilutive shares 160,025 141,923
Adjusted weighted average common shares outstanding 15,392,786 15,291,746
Diluted EPS $ 0.28 $ 0.36

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 538,671 shares and 538,711 shares for the three months ended March 31, 2024 and March 31, 2023, respectively. 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 7,803 shares and 32,743 shares for the three months ended March 31, 2024 and March 31, 2023, respectively.

28

Index

11. LEASES

The Company leases eleven 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 March 31, 2024.

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 $3,800,000

  and $4,073,000 as of March 31, 2024 and December 31, 2023, 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 $4,313,000 and $4,585,000 as of March 31, 2024 and December 31, 2023, respectively. Lease liabilities are included in interest payable and other liabilities on the
  condensed consolidated balance sheets. The Company recognized lease expenses totaling $301,000 and $308,000 for the three months ended March 31, 2024 and March 31, 2023, respectively. 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:

(in thousands) March 31, 2024
2024<br> (remaining 9 months) $ 741
2025 1,051
2026 672
2027 611
2028 625
2029<br> and thereafter 895
Total lease payments 4,595
Less: interest (282 )
Present value of lease liabilities $ 4,313

The following table presents supplemental cash flow information related to leases for the three months ended March 31, 2024 and March 31, 2023:

(in thousands) Three Months Ended<br><br> <br>March 31, 2024 Three Months Ended<br><br> <br>March 31,<br> 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 299 $ 313
Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 245

The following table presents the weighted average operating lease term and discount rate as of March 31, 2024 and December 31, 2023:

(in thousands) March 31, 2024 December 31, 2023
Weighted-average remaining lease term – operating leases, in years 5.32 5.43
Weighted-average discount rate – operating leases 2.41 % 2.42 %

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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 2023 Annual Report on 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.

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, including the effects of the Dodd-Frank Wall Street Reform and Protection Act (the “Dodd-Frank Act”), the Economic Growth,<br> Regulatory Relief and Consumer Protection Act (the “EGRRCPA”), and other legislation and governmental measures introduced in response to the financial crisis which began in 2008 and the ensuing recession affecting the banking system,<br> financial markets and the U.S. economy
--- ---
● 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<br> bank 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
--- ---

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Index

● The seasonal nature of our business
● 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<br> of 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<br> our 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<br> economic 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
--- ---
● Possible changes in the fair values recorded on our financial statements of the assets acquired and liabilities assumed in our business combination completed in January 2023
--- ---
● 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 2023 Annual Report on Form 10-K, and in our other reports to the SEC.

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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 any other reports to the Securities and Exchange Commission (“SEC”), together with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

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 first quarter 2024 included:

• Net income of $4.3 million for the three months ended March 31, 2024, down 22.1% from $5.5 million earned for the same period last year. Net income for the three months ended March 31, 2023 includes a pre-tax<br> bargain purchase gain totaling approximately $1.4 million.
• Diluted earnings per share of $0.28 for the three months ended March 31, 2024, down 22.2% from $0.36 for the three months ended March 31, 2023.
--- ---
• Net interest income of $15.4 million for the three months ended March 31, 2024, down 3.9% from $16.0 million in the same period last year.
--- ---
• Net interest margin of 3.49% for the three months ended March 31, 2024, down 1.70% from 3.55% for the three months ended March 31, 2023.
--- ---
• Reversal of provision for credit losses of $0.3 million for the three months ended March 31, 2024, compared to no provision for credit losses for the three months ended March 31, 2023.
--- ---
• Total assets of $1.89 billion as of March 31, 2024, up 0.8% from $1.87 billion as of December 31, 2023.
--- ---
• Total net loans (including loans held-for-sale) of $1.047 billion as of March 31, 2024, down 0.5% from $1.052 billion as of December 31, 2023.
--- ---
• Total investment securities of $558.4 million as of March 31, 2024, down 2.4% from $572.4 million as of December 31, 2023.
--- ---
• Total deposits of $1.71 billion as of March 31, 2024, up 1.0% from $1.69 billion as of December 31, 2023.
--- ---

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Index

SUMMARY

The Company recorded net income of $4,276,000 for the three months ended March 31, 2024, representing a decrease of $1,213,000 from net income of $5,489,000 for the same period in 2023. Net income for the three months ended March 31, 2023 includes a pre-tax bargain purchase gain totaling approximately $1.4 million.

The following tables present a summary of the results for the three months ended March 31, 2024 and 2023, and a summary of our financial condition at March 31, 2024 and December 31, 2023:

Three months ended<br><br> <br>March 31, 2024 Three months ended<br><br> <br>March 31, 2023
(in thousands except for per share amounts and ratios)
For the Period:
Net Income $ 4,276 $ 5,489
Basic Earnings Per Common Share $ 0.28 $ 0.36
Diluted Earnings Per Common Share $ 0.28 $ 0.36
Net Income to Average Assets (annualized) 0.92 % 1.15 %
Net Income to Average Equity (annualized) 10.69 % 17.07 %
Average Equity to Average Assets 8.60 % 6.74 %
March 31, 2024 December 31, 2023
--- --- --- --- --- --- ---
(in thousands except for ratios)
At Period End:
Total Assets $ 1,887,124 $ 1,871,832
Total Investment Securities $ 558,441 $ 572,357
Total Loans, Net (including loans held-for-sale) $ 1,047,296 $ 1,052,465
Total Deposits $ 1,708,872 $ 1,692,444
Loan-To-Deposit Ratio 61.3 % 62.2 %

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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, 2023
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) 1,047,358 $ 13,475 5.16 % $ 963,015 $ 11,377 4.79 %
Certificates of deposit 18,669 183 3.93 % 21,063 175 3.37 %
Interest bearing due from banks 123,224 1,532 4.99 % 206,490 2,225 4.37 %
Investment securities, taxable 525,261 2,845 2.17 % 582,370 2,683 1.87 %
Investment securities, non-taxable (2) 37,975 252 2.66 % 41,668 273 2.66 %
Other interest earning assets 10,518 256 9.76 % 9,440 178 7.65 %
Total average interest-earning assets 1,763,005 18,543 4.22 % 1,824,046 16,911 3.76 %
Non-interest-earning assets:
Cash and due from banks 36,100 45,730
Premises and equipment, net 9,852 6,595
Interest receivable and other assets 56,451 57,333
Total average assets 1,865,408 1,933,704
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits 372,188 511 0.55 % 457,551 258 0.23 %
Savings and MMDA’s 430,611 1,195 1.11 % 481,534 525 0.44 %
Time, 250,000 and under 115,881 1,211 4.19 % 41,774 104 1.01 %
Time, over 250,000 26,556 264 3.99 % 10,907 43 1.60 %
Total average interest-bearing liabilities 945,236 3,181 1.35 % 991,766 930 0.38 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 741,886 794,122
Interest payable and other liabilities 17,913 17,429
Total liabilities 1,705,035 1,803,317
Total average stockholders’ equity 160,373 130,387
Total average liabilities and stockholders’ equity 1,865,408 $ 1,933,704
Net interest income and net interest margin (3) $ 15,362 3.49 % $ 15,981 3.55 %

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 loan losses, but non-accrued interest is excluded.  Loan interest income includes loan fees, net<br> of deferred costs of approximately $(351) and $(36) for the three months ended March 31, 2024 and 2023, 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.
--- ---

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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>December 31, 2023
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) 1,047,358 $ 13,475 5.16 % $ 1,036,411 $ 14,006 5.36 %
Certificates of deposit 18,669 183 3.93 % 20,640 202 3.88 %
Interest bearing due from banks 123,224 1,532 4.99 % 148,444 2,182 5.83 %
Investment securities, taxable 525,261 2,845 2.17 % 534,929 2,809 2.08 %
Investment securities, non-taxable (2) 37,975 252 2.66 % 32,310 222 2.73 %
Other interest earning assets 10,518 256 9.76 % 10,518 248 9.35 %
Total average interest-earning assets 1,763,005 18,543 4.22 % 1,783,252 19,669 4.38 %
Non-interest-earning assets:
Cash and due from banks 36,100 38,431
Premises and equipment, net 9,852 10,025
Interest receivable and other assets 56,451 62,559
Total average assets 1,865,408 1,894,267
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing transaction deposits 372,188 511 0.55 % 388,115 507 0.52 %
Savings and MMDA’s 430,611 1,195 1.11 % 438,994 1,011 0.91 %
Time, 250,000 and under 115,881 1,211 4.19 % 105,274 1,081 4.07 %
Time, over 250,000 26,556 264 3.99 % 25,336 168 2.63 %
Total average interest-bearing liabilities 945,236 3,181 1.35 % 957,719 2,767 1.15 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 741,886 776,104
Interest payable and other liabilities 17,913 20,124
Total liabilities 1,705,035 1,753,947
Total average stockholders’ equity 160,373 140,320
Total average liabilities and stockholders’ equity 1,865,408 $ 1,894,267
Net interest income and net interest margin (3) $ 15,362 3.49 % $ 16,902 3.76 %

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 loan losses, but non-accrued interest is excluded.  Loan interest income includes loan fees, net<br> of deferred costs of approximately $(351) and $141 for the three months ended March 31, 2024 and December 31, 2023, 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.
--- ---

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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 March 31, 2024 over the three months ended March 31, 2023 and the three months ended March 31, 2024 over the three months ended December 31, 2023.  Changes not solely due to interest rate or volume have been allocated proportionately to interest rate and volume.

Three Months Ended March 31, 2024<br><br> <br>Over<br><br> <br>Three Months Ended March 31, 2023 Three Months Ended March 31, 2024<br><br> <br>Over<br><br> <br>Three Months Ended December 31, 2023
Volume Interest<br><br> <br>Rate Change Volume Interest<br><br> <br>Rate Change
Increase (Decrease) in Interest Income:
Loans $ 1,115 $ 983 $ 2,098 $ 111 $ (642 ) $ (531 )
Certificates of Deposit (21 ) 29 8 (22 ) 3 (19 )
Due From Banks (986 ) 293 (693 ) (351 ) (299 ) (650 )
Investment Securities - Taxable (270 ) 432 162 (60 ) 96 36
Investment Securities - Non-taxable (21 ) — (21 ) 36 (6 ) 30
Other Assets 23 55 78 — 8 8
$ (160 ) $ 1,792 $ 1,632 $ (286 ) $ (840 ) $ (1,126 )
Increase (Decrease) in Interest Expense:
Deposits:
Interest-Bearing Transaction Deposits $ (57 ) $ 310 $ 253 $ (23 ) $ 27 $ 4
Savings & MMDAs (62 ) 732 670 (21 ) 205 184
Time Certificates 590 738 1,328 66 160 226
$ 471 $ 1,780 $ 2,251 $ 22 $ 392 $ 414
Increase (Decrease) in Net Interest Income: $ (631 ) $ 12 $ (619 ) $ (308 ) $ (1,232 ) $ (1,540 )

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Index

CHANGES IN FINANCIAL CONDITION

The assets of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect a $37,698,000 or 25.3% increase in cash and cash equivalents, a $1,525,000 or 7.7% decrease in certificates of deposit, a $13,916,000 or 2.4% decrease in investment securities available-for-sale, and a $5,169,000 or 0.5% decrease in net loans held-for-investment from December 31, 2023 to March 31, 2024.  The increase in cash and cash equivalents was primarily due to an increase in deposit balances coupled with decreases in investment securities and loans due to proceeds from maturities of available-for-sale securities and loan payoffs. The decreases in investment securities and certificates of deposit were due to maturities and repayments of investment securities and certificates of deposit. The decrease in net loans held-for-investment was primarily due to payoffs of agriculture loans, which was partially offset by originations of commercial, commercial real estate, residential mortgage and consumer loans.

The liabilities of the Company set forth in the Unaudited Condensed Consolidated Balance Sheets reflect an increase in total deposits of $16,428,000 or 1.0% from December 31, 2023 to March 31, 2024.  The overall increase in total deposits was primarily due to seasonal fluctuations due to changes in market conditions and monetary policy.

CHANGES IN RESULTS OF OPERATIONS

Interest Income

The Federal Open Market Committee kept the Federal Reserve's benchmark rate range at 5.25% to 5.50% during the three months ended March 31, 2024.

Interest income on loans for the three months ended March 31, 2024 was up 18.4% from the same period in 2023, increasing from $11,377,000 to $13,475,000. The increase in interest income on loans for the three months ended March 31, 2024 as compared to the same period a year ago was primarily due to an increase in average balance of loans coupled with a 37 basis point increase in yield on loans.

Interest income on certificates of deposit for the three months ended March 31, 2024 was up 4.6% from the same period in 2023, increasing from $175,000 to $183,000.  The increase was primarily due to a 56 basis point increase in certificates of deposit yields, which was partially offset by a decrease in average balances of certificates of deposit.

Interest income on interest-bearing due from banks for the three months ended March 31, 2024 was down 31.2% from the same period in 2023, decreasing from $2,225,000 to $1,532,000.  The decrease was primarily due to a decrease in average interest-bearing due from banks balance, which was partially offset by a 62 basis point increase in interest-bearing due from yields.

Interest income on investment securities available-for-sale for the three months ended March 31, 2024 was up 4.8% from the same period in 2023, increasing from $2,956,000 to $3,097,000. The increase was primarily due to a 29 basis point increase in yields on investment securities, which was partially offset by a decrease in average balances of investment securities.

The Company had no Federal Funds sold balances during the three months ended March 31, 2024 and March 31, 2023.

Interest Expense

Interest expense on deposits for the three months ended March 31, 2024 was up 242.0% from the same period in 2023, increasing from $930,000 to $3,181,000.  The increase in interest expense was primarily due to a 97 basis point increase in average interest-bearing deposits yield, which was partially offset by a decrease in average deposits.

Provision for Credit Losses

There was a reversal of provision for credit losses of $300,000 for the three months ended March 31, 2024, compared to no provision for credit losses for the three months ended March 31, 2023. The allowance for credit losses was approximately $16,246,000, or 1.52% of total loans, at March 31, 2024, compared to $16,596,000, or 1.55% of total loans, at December 31, 2023. During the quarter ended March 31, 2024, the levels of forecasted national unemployment and forecasted gross domestic product remained relatively stable. Those factors, coupled with a decrease in loans, were the reasons for the reversal of provision for credit losses for the quarter ended March 31, 2024.

Provision for Unfunded Lending Commitment Losses

There was a reversal of provision for unfunded lending commitment losses of $50,000 for the three months ended March 31, 2024, compared to no provision for unfunded lending commitments for the three months ended March 31, 2023.

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Index

Provisions for unfunded lending commitment losses are included in provision for credit losses in the Condensed Consolidated Statements of Income.

Non-Interest Income

Non-interest income was down 47.6% for the three months ended March 31, 2024 from the same period in 2023, decreasing from $2,873,000 to $1,507,000.

The decrease was primarily due to the bargain purchase gain totaling approximately $1.4 million recognized during the three months ended March 31, 2023.  The bargain purchase gain was the result of the acquisition of the Colusa, Willows, and Orland branches in the first quarter of 2023.

Non-Interest Expenses

Total non-interest expenses were down 0.5% for the three months ended March 31, 2024 from the same period in 2023, decreasing from $11,284,000 to $11,227,000.

The decrease was primarily due to decreases in salaries and employee benefits, which was partially offset by increases in occupancy and equipment expenses.  The decrease in salaries and employee benefits was primarily due to a decrease in profit sharing expense. The increase in occupancy and equipment expenses was partially due to a full quarter of expenses related to the acquired branches in the first quarter of 2023.

The following table sets forth other non-interest expenses by category for the three months ended March 31, 2024 and 2023.

(in thousands)
Three months ended<br><br> <br>March 31, 2024 Three months ended<br><br> <br>March 31, 2023
Other non-interest expenses
FDIC assessments $ 230 $ 140
Contributions 85 45
Legal fees 55 193
Accounting and audit fees 157 135
Consulting fees 205 252
Postage expense 41 41
Telephone expense 36 48
Public relations 103 71
Training expense 50 83
Loan origination expense 27 71
Computer software depreciation 1 9
Operational losses 124 58
Loan collection expense 90 141
Debit card expense 299 291
Other non-interest expense 459 402
Total other non-interest expenses $ 1,962 $ 1,980

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 decreased 19.9% for the three months ended March 31, 2024 from the same period in 2023, decreasing from $2,081,000 to $1,666,000 primarily due to a decrease in pre-tax income.  The effective tax rate was 28.0% and 27.5% for the three months ended March 31, 2024 and March 31, 2023, respectively.

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Index

Off-Balance Sheet Commitments

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

(in thousands)
March 31, 2024 December 31, 2023
Undisbursed loan commitments $ 179,893 $ 187,401
Standby letters of credit 1,241 1,251
Commitments to sell loans 765 —
$ 181,899 $ 188,652

The reserve for unfunded lending commitments amounted to $1,100,000 and $1,150,000 as of March 31, 2024 and December 31, 2023, 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, "Financial Instruments with Off-Balance Sheet Risk," for additional information.

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 loan 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 must have a<br> well-defined 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<br> basis 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 tables summarize the Company’s non-accrual loans net of guarantees of the State of California and U.S. Government, including its agencies and its government-sponsored enterprises, by loan category at March 31, 2024 and December 31, 2023:

At March 31, 2024 At December 31, 2023
Gross Guaranteed Net Gross Guaranteed Net
(dollars in thousands)
Commercial $ 139 $ — $ 139 $ — $ — $ —
Commercial real estate — — — — — —
Agriculture 2,728 — 2,728 2,871 — 2,871
Residential mortgage 1,315 — 1,315 424 — 424
Residential construction 4,000 — 4,000 — — —
Consumer 602 — 602 703 — 703
Total non-accrual loans $ 8,784 $ — $ 8,784 $ 3,998 $ — $ 3,998

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.

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Index

Non-accrual loans amounted to $8,784,000 at March 31, 2024 and were comprised of one commercial loan totaling $139,000, two agriculture loans totaling $2,728,000, four residential mortgage loans totaling $1,315,000, one residential construction loan totaling $4,000,000 and three consumer loans totaling $602,000.  Non-accrual loans amounted to $3,998,000 at December 31, 2023 and were comprised of two agriculture loans totaling $2,871,000, three residential mortgage loans totaling $424,000 and four consumer loans totaling $703,000.

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 allowance for credit losses, or 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.

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 enterprises, increased $450,000 or 5.4% to $8,784,000 during the first three months of 2024.  Non-performing assets, net of guarantees, represented 0.5% of total assets at March 31, 2024.

At March 31, 2024 At December 31, 2023
Gross Guaranteed Net Gross Guaranteed Net
(dollars in thousands)
Non-accrual loans $ 8,784 $ — $ 8,784 $ 3,998 $ — $ 3,998
Loans 90 days past due and still accruing — — — 4,336 — 4,336
Total non-performing loans 8,784 — 8,784 8,334 — 8,334
Other real estate owned — — — — — —
Total non-performing assets 8,784 — 8,784 8,334 — 8,334
Non-performing loans (net of guarantees) to total loans 0.8 % 0.8 %
Non-performing assets (net of guarantees) to total assets 0.5 % 0.5 %
Allowance for loan and lease losses to non-performing loans (net of guarantees) 184.9 % 199.1 %

The Company had no loans 90 days or more past due and still accruing interest at March 31, 2024. The Company had two loans totaling $4,336,000 that were 90 days or more past due and still accruing at December 31, 2023.

Excluding the non-performing loans cited previously, loans totaling $18,438,000 and $12,327,000 were classified as substandard loans, representing potential problem loans at March 31, 2024 and December 31, 2023, respectively.  Management believes that the allowance for credit losses at March 31, 2024 and December 31, 2023 appropriately reflected expected credit losses inherent in the loan portfolio at that date.  The ratio of the allowance for credit losses to total loans at March 31, 2024 and December 31, 2023 was 1.52% and 1.55%, respectively.

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.  The estimated fair value of the property is determined prior to transferring the balance to OREO.  The balance transferred to OREO is the estimated fair value of the property less estimated cost to sell.  Impairment may be deemed necessary to bring the book value of the loan equal to the appraised value.  Appraisals or loan officer evaluations are then conducted periodically thereafter charging any additional impairment to the appropriate expense account.  The Company had no OREO as of March 31, 2024 and December 31, 2023.

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Index

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 three months ended March 31, 2024 and 2023, and for the year ended December 31, 2023:

Analysis of the Allowance for Credit Losses

(Amounts in thousands, except percentage amounts)

Three months ended<br><br> <br>March 31, Year ended<br><br> <br>December 31,
2024 2023 2023
Balance at beginning of period $ 16,596 $ 14,792 $ 14,792
Impact of adopting ASC 326 — 800 800
Reversal of provision for credit losses (250 ) — 1,150
Loans charged-off:
Commercial (130 ) (127 ) (366 )
Commercial Real Estate — — —
Agriculture — — (2,567 )
Residential Mortgage — (3 ) (3 )
Residential Construction — — —
Consumer (13 ) (1 ) (13 )
Total charged-off (143 ) (131 ) (2,949 )
Recoveries:
Commercial 41 23 235
Commercial Real Estate — — —
Agriculture — — 2,567
Residential Mortgage — — —
Residential Construction — — —
Consumer 2 — 1
Total recoveries 43 23 2,803
Net charge-offs (100 ) (108 ) (146 )
Balance at end of period $ 16,246 $ 15,484 $ 16,596
Ratio of net charge-offs to average loans outstanding during the period (annualized) (0.04 %) (0.04 %) (0.01 %)
Allowance for credit losses to total loans 1.52 % 1.56 % 1.55 %
Nonaccrual loans to Total Loans 0.8 % 0.8 % 0.4 %
Allowance for credit losses to nonaccrual loans 184.9 % 189.9 % 415.1 %

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Index

Deposits

Deposits are one of the Company’s primary sources of funds.  At March 31, 2024 and December 31, 2023, the Company had the following deposit mix:

March 31,<br><br> <br>2024 December 31,<br><br> <br>2023
Savings and MMDA 26.0 % 25.5 %
Time 9.1 % 8.0 %
Interest-bearing transaction 21.8 % 22.5 %
Non-interest bearing transaction 43.1 % 44.0 %

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  (the current FDIC insurance limit) from customers.  These deposits are priced to remain competitive.

Maturities of time certificates of deposits of over $250,000 or more outstanding at March 31, 2024 and December 31, 2023 are summarized as follows:

(in thousands)
March 31, 2024 December 31, 2023
Three months or less $ 5,369 $ 4,321
Over three months through six months 10,655 3,653
Over six months to twelve months 7,790 13,277
Over twelve months 5,292 5,072
Total $ 29,106 $ 26,323

Approximately 37% of our deposits were uninsured as of each of the periods ended March 31, 2024 and December 31, 2023.

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 Statement of Cash Flows. For the three months ended March 31, 2024, net liquidity provided by investing activities totaled $18,626,000.

The Company’s available-for-sale investment securities plus cash and cash equivalents in excess of reserve requirements and certificates of deposit totaled $763,535,000 on March 31, 2024, which was 40.5% of assets at that date. This was an increase of $22,257,000 from $741,278,000 and 39.6% as of December 31, 2023. 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 March 31, 2024, the effective duration of our investment securities was 2.99 with projected principal cashflow of $128,448,000 for the remainder of 2024 available for reinvestment or liquidity needs. The Company had no held-to-maturity securities as of March 31, 2024 and December 31, 2023.

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 Statement of Cash Flows. As of March 31, 2024, the Company had $0 in borrowings outstanding. For the three months ended March 31, 2024, net liquidity provided by financing activities totaled $16,421,000. 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 three months ended March 31, 2024, operating activities provided cash of $2,651,000.

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 61.3% and 62.2% as of March 31, 2024 and December 31, 2023, respectively.

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Index

Loan demand during 2024 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 2024 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 March 31, 2024.  Additionally, the Company has a line of credit with the FHLB, with a remaining borrowing capacity at March 31, 2024 of $404,630,000; 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 FRB 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 FRB 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 implement higher minimum capital requirements, include a new common equity Tier 1 capital requirement, and establish 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 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 percent through calendar year 2021 and is 9 percent 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.

As of March 31, 2024, 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 March 31, 2024.

(amounts in thousands except percentage amounts)
Actual Well Capitalized<br><br> <br>Ratio<br><br> <br>Requirement
Capital Ratio
Leverage $ 191,795 10.11 % 5.0 %
Common Equity Tier 1 $ 207,494 15.29 % 6.5 %
Tier 1 Risk-Based $ 207,494 15.29 % 8.0 %
Total Risk-Based $ 207,494 16.54 % 10.0 %

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Index

ITEM 3.   – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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 March 31, 2024.  This conclusion is based on an evaluation conducted under the supervision and with the participation of management.

(b)  During the quarter ended March 31, 2024, 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

For a discussion of risk factors relating to our business, please refer to Part I, Item 1A of our 2023 Report on Form 10-K, which is incorporated by reference herein.

Several of California’s Largest Home Insurance Providers Have Recently Paused or Severely Limited Their Issuance of New Policies, or Their Renewal of Existing Policies, in the State, Which Could Increase the Bank’s Risk of Loss in its Loan Portfolio

At March 31, 2024, real estate mortgage (excluding loans held-for-sale) and construction loans (residential and other) comprised approximately 89% and 3%, respectively, of the principal amount of total loans in the Bank’s portfolio.  At March 31, 2024, all of the Bank’s real estate mortgage and construction loans were secured fully or in part by deeds of trust on underlying real estate.  Most of the Company’s customers, including its loan customers, are located in the State of California.

Recently, several of California’s largest home insurance providers, including State Farm, Allstate, Farmers, USAA, Travelers, Nationwide and Chubb, have either paused or severely limited their issuance of new policies, or their renewal of existing policies, in the state. Mounting claims from wildfire damages, the increasing cost of building and repairing homes in California, and a steep increase in reinsurance premiums, as well as state insurance regulations that make it difficult for insurers to adjust premiums in response to the evolving risk landscape, have challenged the capacity of insurance companies to sustainably and profitably offer home insurance in California. The result of these actions has been to significantly limit the availability of home insurance in California, where homeowners already face escalating property values and high wildfire, seismic, severe weather and other risks.

44

Index

The California Department of Insurance enforces some safeguards to temporarily shield homeowners from the cancellation or non-renewal of home insurance policies in high-risk areas, particularly those prone to wildfires.  In addition, the California Fair Access to Insurance Requirements (FAIR) Plan, a state-established risk pool, operates as an insurer of last resort, providing temporary coverage for California homeowners unable to obtain (generally at increased premium cost) such coverage from a traditional insurance carrier; however, enrollment in the FAIR Plan as a percentage of the total number of residential insurance policies in California has steadily increased over the past five years, particularly in counties with the highest wildfire risk, threatening the ongoing stability of the Plan.  In late 2023, following the California Governor’s declaration of a State of Emergency regarding property insurance, the Insurance Commissioner of the State of California introduced a comprehensive package of executive actions aimed at insurance reform; however, there can be no assurance that these regulatory actions will increase insurance availability or stabilize and strengthen California’s insurance market.

Many homeowners in the State of California have been negatively impacted by the contraction of insurance options in the State and the resulting lack of access to affordable home insurance, which could adversely impact the ability of prospective homebuyers to obtain insurance, and escalating premiums and limited coverage options could result in limiting coverage in the event of loss.  If any loss suffered by a loan customer of the Bank is not insured or exceeds applicable insurance limits, this could increase the risk of loss in the Bank’s loan portfolio, which could have a material adverse effect on the Company’s business, financial condition, and results of operations.  For additional information, see “The Bank’s Dependence on Real Estate Lending Increases Our Risk of Losses” in Part I, Item 1A “Risk Factors” in our 2023 Annual Report on Form 10-K.

45

Index

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

None.

ITEM 3. – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. – OTHER INFORMATION

None.

ITEM 6. – EXHIBITS

Exhibit<br><br> <br>Number Description of Document
10.44 Employment Agreement for Brett Hamilton, Executive Vice President and Chief Credit Officer, between First Northern Bank and Mr. Hamilton dated as of April 1, 2024 - 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.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*   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.

**  Management contract or compensatory plan, contract or arrangement.

46

Index

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: May 9, 2024 By: /s/ Kevin Spink
Kevin Spink, Executive Vice President / Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

47

Exhibit 10.44

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of April 1st, 2024, by and between FIRST NORTHERN BANK OF DIXON, a California banking corporation (the “Bank”), and Brett Hamilton (the “Executive”).

RECITAL:

The parties desire to set forth the terms of Executive’s employment with the Bank.

NOW, THEREFORE, the parties hereto agree as follows:

1.    Employment.  The Bank hereby employs Executive, and Executive hereby accepts employment during the Term of Employment upon the terms and conditions herein set forth.

2.    Term of Employment.  The Bank agrees to continue Executive’s employment, and Executive agrees to remain in employment with the Bank until the earliest of (i) December 31, 2024  or (ii) the date on which Executive’s employment  with the Bank terminates pursuant to Section 7(a), (b), (c), (d), (e) or (f), as applicable (the “Term of Employment”), provided that the terms and conditions of this Agreement and the Term of Employment shall automatically extend for consecutive  one year periods, on and after December 31, 2024, unless either Executive or the Bank notifies the other in writing at least  sixty days  before the end of the then current term that, for any reason, the Executive or the Bank has elected not to extend the term.

3.    Duties.  As of the April 1, 2024 or, if later, the date on which this Agreement is provided (the “Commencement Date”), Executive is to be employed as Executive Vice President and Chief Credit Officer of the Bank and, under the direction of the Chief Executive Officer, shall perform and discharge well and faithfully the duties that may be assigned from time to time by the Board of Directors in connection with the conduct of the Bank’s business.

  1. Extent of Services.  Executive shall devote Executive’s entire business time, attention, and energies to the business of the Bank during the term of Executive’s employment with the Bank.  The foregoing, however, shall not preclude Executive from engaging in appropriate civic, charitable, or religious activities or from devoting a reasonable amount of time to private investments or from serving on boards of directors of other entities, as long as such activities and services do not interfere or conflict with responsibilities to the Bank.

5.    Compensation.

(a)   Salary.  During the Term of Employment beginning on the Commencement Date, the Bank shall pay Executive a base salary at the annual rate of $287,000.00 payable in accordance with the standard payroll procedures of the Bank but not less than one time monthly.  Executive’s base salary may be adjusted annually effective on January 1 of each year to reflect such changes as the Board of Directors of the Bank determines appropriate, based on Executive’s performance for the most recent performance period.

(b)   Incentive Programs.  During the Term of Employment, Executive shall be entitled to participate in any annual and long-term incentive programs adopted by the Bank and which cover employees in positions comparable to that of Executive.  This is subject to the Compensation Committee’s approval.

(c)   Expenses.  Executive shall be entitled to prompt reimbursement of all reasonable business expenses incurred in the performance of Executive’s duties during the Term of Employment, subject to the presentment of appropriate vouchers and receipts in accordance with the Bank’s policies.

6.    Employee Benefits.  During the Term of Employment, Executive shall be entitled to participate in employee benefit plans or programs of the Bank, if any, to the extent that the Executive’s position, tenure, salary, age, health, and other qualifications make Executive eligible to participate, subject to the rules and regulations applicable thereto.

  1. Termination.  Notwithstanding the provisions of Sections 2 hereof, the Term of Employment and Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

(a)   Death.  The Term of Employment shall terminate upon Executive’s death.

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(b)   Disability.  The Term of Employment shall terminate three (3) months after the Bank gives Executive written notice that it intends to terminate executive’s employment on account of Disability or on such later date as the Bank specifies in such notice.  If Executive resumes the performance of substantially all duties under this Agreement before the termination becomes effective, the notice of intent to terminate shall be deemed to have been revoked.

(c)   Voluntary Termination.  Executive may terminate employment with the Bank at any time by giving the Bank three (3) months’ written notice thereof.  The Term of Employment shall end on the earlier of the last day of the notice period.

(d)   Termination for Good Reason.  Executive may terminate employment with the Bank for Good Reason by giving the Bank thirty (30) days’ notice of its alleged breach, including the basis upon which Executive believes the alleged breach constitutes Good Reason and a statement of the Executive’s intent to terminate employment on such basis.  If the Bank cures its breach within the thirty (30) day period following receipt of such notice, Executive shall either rescind Executive’s notice of intent to terminate and continue employment, or terminate employment under Section 8 (c) hereof in which case the Executive’s notice of breach hereunder shall be deemed to satisfy the notice requirement provided for under Section 8 (c) hereof.  If the Bank fails to cure its breach within the thirty (30) day period following receipt of such notice or Executive decides to terminate employment as provided in the final clause of Section 8 (c) hereof, the Term of Employment shall end on the last day of the 30-day period following receipt of such notice.

(e)   Involuntary Termination.  Executive acknowledges and agrees that Executive’s employment is at will.  The Bank reserves the right to terminate Executive’s employment at any time whatsoever with or without cause by giving thirty (30) days’ written notice to Executive thereof.  The Term of Employment shall terminate on the last day of the notice period, but the Bank may require Executive to cease performing services at any time after such notice is given.

(f)   Involuntary Termination for Cause.  The Bank reserves the right to terminate Executive’s employment for Cause.  The Bank shall give Executive written notice of the termination and the reasons therefore.  The Term of Employment shall terminate immediately upon receipt of the notice.

8.    Benefits on Termination of Employment.  If Executive’s employment is terminated during the Term of Employment, the Executive shall be entitled to receive payments and benefits as follows:

(a)   Death; Disability; Voluntary Termination.

(i)    If employment is terminated under Section 7(a), (b), (c), or (f) hereof, Executive shall receive:

(1)   base salary through the date the Term of Employment ends,

(2)   any incentive compensation earned but not yet paid (no incentive compensation will be payable on voluntary termination).

(3)   whatever rights may be specified in Award Agreements with the Executive executed pursuant to the First Northern Community Bancorp 2016 Stock Incentive Plan (or any successor thereto),

(4)   whatever rights may be specified in the Supplemental Executive Retirement Plan Participation Agreement with the Executive executed pursuant to the First Northern Bank Supplemental Executive Retirement Plan, and

(5)  reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii)   Except as provided in this Section 8(a) or required by law, all of Executive’s employee benefits and compensation shall cease on the last day on which the Executive performs services as an employee of the Bank.

(b)   Change of Control.

(i)    If, within two years following a Change of Control, Executive’s employment is terminated under the provisions of Section 7(d) or (e) hereof or as a result of the Bank’s election not to extend this Agreement and the Term of Employment pursuant to Section 2 hereof, Executive shall receive:

(1)   200% of the sum of (i) Executive’s annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the most recent three consecutive years prior to the date the Term of Employment ends,

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(2)   any incentive compensation earned but not yet paid, and

(3)   any expenses incurred under Section 5(c) hereof but not yet reimbursed.

(4)   outplacement assistance.

(ii)  The payment to which Executive is entitled pursuant to Section 8(b)(i)(1) shall be paid in a single installment within forty-five (45) days of termination with no percent value or other discount.

(iii) Upon Termination of Employment within two years following a Change of Control, Executive (and, where applicable, Executive’s dependents) shall be entitled to continuation coverage (as provided in the plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 and California's Cal-COBRA provisions) under the group insurance plans maintained by the Bank, including life, disability and health insurance programs, for up to thirty-six (36) months, subject to the terms, conditions and limitations set forth in such plans.  For a period up to the first twenty-four (24) months of continuation coverage, the Bank shall pay the same portion of group insurance premiums for the Executive’s continued coverage as is paid for other executives who are current employees; provided, however, that if the Bank determines that it cannot pay such amounts without violating applicable law, then the Bank shall make equivalent payments to Executive directly for the time period specified above.  If the Executive becomes eligible for comparable group insurance coverage in connection with new employment, the Bank shall no longer be responsible for the cost of continuation coverage.  Beginning with the twenty-fifth (25th) month of continuation coverage, coverage may be continued at the Executive's own expense.

(iv) Delayed Payments to Specified Employees.  If the Executive is a Specified Employee (as defined in section 10(f)) as of the date of Termination of Employment, benefit payments under this subsection shall be delayed and shall not begin prior to the date that is six months after Termination of Employment (or, if earlier than the end of the six-month period, the date of death of the Executive).  Payments to which the Executive would otherwise be entitled during the first six months following Termination of Employment, but for this provision, shall be accumulated and paid on the first day of the seventh month following Termination of Employment.

(v)  Except as provided in this Section 8(b) or required by law, all of Executive’s employee benefits and compensation shall cease on the last day on which he performs services as an employee of the Bank.

(vi)  Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(b) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(vii) In the event of a Change in Control of the Bank during the period Executive remains in Service, all shares of restricted stock and stock options which are unvested as of the effective date of such Change in Control shall immediately become vested.  For the purposes hereof, a “Change in Control” shall have the meaning set forth in Section 2(e) of the First Northern Community Bancorp 2016 Stock Incentive Plan (or any successor thereto).

(viii)  If employment is terminated due to a Change in Control of the Bank the Executive shall receive whatever rights may be specified pursuant to the First Northern Bank of Dixon Supplemental Employee Retirement Plan.

(ix) )  If employment is terminated due to a Change in Control of the Bank the Executive shall receive whatever rights may be specified pursuant to the Executive Deferral Plan of First Northern Bank.

(c)   Involuntary Termination; Termination for Good Reason.

(i)   If Executive’s employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:

(1)   100% of the sum of (i) Executive’s annual base salary under Section 5(a) as in effect on the date the Term of Employment ends; and (ii) the average of the annual bonuses awarded to the Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends.  The payment shall be made by the Bank in a single installment within forty-five (45) days of termination with no percent value or other discount.

(2)   any incentive compensation earned but not yet paid,

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(3)   whatever rights may be specified in Award Agreements with the Executive executed pursuant to the First Northern Community 2016 Bancorp Stock Incentive Plan (or any successor thereto), it being understood that the definition of Change of Control set forth in such Award Agreement may differ from that set forth herein,

(4)   whatever rights may be specified in the Supplemental Executive Retirement Plan Participation Agreement with the Executive executed pursuant to the First Northern Bank Supplemental Executive Retirement Plan,

(5)   whatever rights may be specified in Executive Retirement/Retention Participation Agreement with the Executive executed pursuant to the Executive Deferral Plan of First Northern Bank, and

(6)   reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.

(ii)   Upon Termination of Employment under Section 7(d) or (e), Executive (and, where applicable, Executive’s dependents) shall be entitled to continuation coverage (as provided in the plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 and California's Cal-COBRA provisions) under the group insurance plans maintained by the Bank, including life, disability and health insurance programs, for up to thirty-six (36) months, subject to the terms, conditions and limitations set forth in such plans.  During the first eighteen (18) months of continuation coverage, the Bank shall pay the same portion of group insurance premiums for the Executive’s continued coverage as is paid for other executives who are current employees; provided, however, that if the Bank determines that it cannot pay such amounts without violating applicable law, then the Bank shall make equivalent payments to Executive directly for the time period specified above.  If the Executive becomes eligible for comparable group insurance coverage in connection with new employment, the Bank shall no longer be responsible for the cost of continuation coverage.  Beginning with the nineteenth (19th) month of continuation coverage, coverage may be continued at the Executive's own expense.

(iii)  Except as provided in this Section 8(c) or required by law, all of Executive’s employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.

(iv)  Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(v)  Delayed Payments to Specified Employees.  If the Executive is a Specified Employee (as defined in section 10(f)) as of the date of Termination of Employment, benefit payments under this section shall be delayed and shall not begin prior to the date that is six months after Termination of Employment (or, if earlier than the end of the six-month period, the date of death of the Executive).  Payments to which the Executive would otherwise be entitled during the first six months following Termination of Employment, but for this provision, shall be accumulated and paid on the first day of the seventh month following Termination of Employment.

9.    Excess Parachute Payments.  Notwithstanding anything to the contrary in this Agreement, in the event it shall be determined that any payment or distribution by the Bank or otherwise to or for the benefit of the Executive would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by the Executive with respect to such excise tax (collectively referred to as the “Excise Tax”), then no additional amounts shall be payable by the Bank to the Executive (i.e., no “Gross-Up Payment” shall be made) and the Executive shall be responsible for the Excise Tax.

(a)   If Excise Tax is imposed as described above and the Excise Tax can be avoided or eliminated by reducing any amounts payable to the Executive under this Agreement by 20% or less, then the amounts payable to the Executive shall be reduced by the amount necessary to avoid or eliminate the Excise Tax.

10.  Definition of Terms.  The following terms used in this Agreement when capitalized have the following meanings:

(a)   “Board of Directors”  means the Bank’s board of directors.

(b)   “Cause”  means that Executive has:

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(i)    willfully breached or habitually neglected or breached the duties which the Executive was required to perform under the terms of this Agreement or the policies of the Bank or

(ii)   committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) of moral turpitude against the Bank, its subsidiaries or affiliates, its shareholders, or its employees or which adversely impact the interest of the Bank.

(c)   "Change of Control" means the occurrence of any of the following events with respect to the Bank or its parent holding Company, First Northern Community Bancorp (“Bancorp”):

(i) Merger: A merger into or consolidation with another corporation, or merger of another corporation into Bank or Bancorp, and as a result less than 50% of the combined voting power of the resulting<br> corporation immediately after the merger or consolidation is held by persons who were stockholders of Bank or Bancorp immediately before the merger or consolidation;
(ii) Acquisition of Significant Share Ownership:  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<br> recent acquisition by such person or persons) ownership of stock possessing thirty percent (30%) or more of the total voting power of the stock of Bank or Bancorp (this constitutes acquisition of “Effective Control”).  No Change of Control<br> shall occur if additional voting shares are acquired by a person or persons who possessed Effective Control prior to acquiring additional shares.  This subpart (b) shall not apply to beneficial ownership of voting shares held in a fiduciary<br> capacity by an entity of which Bank or Bancorp directly or indirectly beneficially owns 50% or more of the outstanding voting securities, or voting shares held by an employee benefit plan maintained for the benefit of the Bank’s employees.
--- ---
(iii) Change in Board Composition:  A majority of the members of the Board of Directors of Bank or Bancorp is replaced during any 12-month period by directors whose appointment or election is not<br> endorsed by a majority of the members of the Board of Directors of Bank or Bancorp before the date of the appointment or election.  This subparagraph shall only apply with respect to Bancorp if no other<br> corporation is a majority shareholder of Bancorp.
--- ---

A Change of Control shall only occur with respect to Bancorp if Bancorp (i) is a majority shareholder of the Bank; (ii) is a majority shareholder of any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in the Bank; or (iii) is otherwise a "Relevant Corporation" as that term is used and defined in Section 409A.  For purposes of this section, majority shareholder means a shareholder owning more than 50% of the total fair market value and total voting power of the Bank, Bancorp, or a corporation in the chain referenced above.  No Change of Control shall occur unless the event constitutes a "Change in the Ownership of a Corporation" or a "Change in the Effective Control of a Corporation" as defined under Section 409A.

(d)   “Disability”  means Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Bank employees.

(e)   “Good Reason”  means any of (i) a material reduction in Executive’s compensation under Section 5 hereof or benefits under Section 7 hereof, (ii) a material reduction in the Executive’s title or responsibilities, (iii) a relocation of Executive’s principal office so that Executive’s one-way commute distance from Executive’s residence is increased by more than forty (40) miles or (iv) failure of the Bank’s successor to assume and perform this Agreement as contemplated by Section 14(a) hereof.

(f)   “Specified Employee” – If the Executive is a Key Employee (defined below) of the Bank or any entity that is aggregated with the Bank under Code section 414(b) or (c) as of December 31^st^ of any year (the “Determination Date”), and the Bank (or any entity that is aggregated with the Bank under Code section 414(b) or (c)) has stock that is publicly traded on an established securities market or otherwise, the Executive shall be treated as a Specified Employee during the 12-month period beginning on the April 1^st^ following the Determination Date.  An Executive is a Key Employee as of a Determination Date if the Executive meets the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve months preceding the Determination Date.

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(g)  "Termination of Employment" means that the Executive shall have ceased to be employed by the Bank for any reason whatsoever and that the Executive actually separates from service with the Bank and does not continue in his or her prior capacity.  Termination of employment does not include the Executive’s military leave, sick leave or other bona fide leave of absence (such as temporary employment with the government) if the period of leave does not exceed six months, or if longer, so long as the Executive’s right to reemployment with the Bank is provided either in contract or statute.  Notwithstanding anything to the contrary, the terms "termination of employment," "terminates employment" and "employment termination" shall be interpreted consistently with Section 409A.

11.   Locations of Performance.  Executive’s services shall be performed primarily within the counties in California in which the Bank has located its headquarters, branch offices or other facilities .  The parties acknowledge, however, that Executive may be required to travel in connection with the performance of Executive’s duties hereunder.

12.   Proprietary Information.

(a)   Executive agrees to comply fully with the Bank’s policies relating to non-disclosure of the Bank’s trade secrets and proprietary information and processes, including information regarding the Bank’s customers and prospective customers.  Without limiting the generality of the foregoing, Executive will not, during the term of Executive’s employment by the Bank, disclose any such secrets, information, or processes to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever, nor shall Executive make use of any such property for Executive’s own purposes or for the benefit of any person, firm, corporation, or other entity (except the Bank) under any circumstances during or after the term of Executive’s employment, provided that after the term of Executive’s employment, this provision shall not apply to secrets, information, and processes that are then in the public domain (provided that Executive was not responsible, directly or indirectly, for such secrets, information, or processes entering the public domain without the Bank’s consent).

(b)   Executive hereby sells, transfers, and assigns to the Bank all of the entire right, title, and interest of Executive in and to all inventions, ideas, disclosures, and improvements, whether patented or unpatented, and copyrightable material, to the extent made or conceived by Executive, solely or jointly, during the term of this Agreement, except to the extent prohibited by Section 2870 of the California Labor Code, a copy of which is attached hereto as Exhibit A.  Executive shall communicate promptly and disclose to the Bank, in such form as the Bank requests, all information, details, and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements; and, whether during the term hereof or thereafter, Executive shall execute and deliver to the Bank such formal transfers and assignments and such other papers and documents as may be required of Executive to permit the Bank to file and prosecute any patent applications relating to such inventions, ideas, disclosures, and improvements and, as to copyrightable material, to obtain copyright thereon.

(c)   Trade secrets, proprietary information, and processes shall not be deemed to include information which is:

(i)    known to Executive at the time of the disclosure;

(ii)   publicly known (or becomes publicly known) without the fault or negligence of Executive;

(iii)  received from a third party without restriction and without breach of this Agreement;

(iv)  approved for release by written authorization of the Bank; or

(v)   required to be disclosed by law; provided, however, that in the event of a proposed disclosure pursuant to this subsection 12(c)(v), the recipient shall give the Bank prior written notice before such disclosure is made.

(d)   Executive agrees that in the event that Executive’s employment terminates for any reason, Executive shall promptly deliver to the Bank all property belonging to the Bank, including all documents and materials of any nature pertaining to Executive’s employment with the Bank.

13.   Employment Taxes.  All payments made pursuant to this Agreement shall be subject to withholding of applicable taxes.

14.   Successors.

(a)   Bank’s Successors.  The Bank shall require any successor to all or substantially all of the Bank’s business and/or assets and liabilities (whether by purchase, merger, consolidation, reorganization, liquidation or otherwise) to assume and expressly agree to perform this Agreement in the same manner and to the same extent as the Bank would be required to perform if there were no succession.  The Bank’s failure to obtain an assumption agreement in form and substance reasonably acceptable to Executive by the effective date of such succession shall constitute a breach of the Bank’s obligations to Executive under this Agreement as of the effective date of such succession and shall entitle Executive to all of the payments and other benefits described in Section 8(b) hereof.

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(b)   Executive’s Successors.  This Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees, it being agreed by Executive that Executive cannot assign or make subject to an option any of Executive’s rights, including rights to payments and benefits, under this Agreement.

15.   Notices.  Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered mail to Executive at Executive’s residence maintained on the Bank’s records, or to the Bank at its executive offices, or such other addresses as either party shall notify the other in accordance with the above procedure.

16.   Force Majeure.  Neither party shall be liable to the other for any delay or failure to perform hereunder, which delay or failure is due to causes beyond the control of said party, including, but not limited to:  acts of God; acts of the public enemy; acts of the United States of America, or any State, territory, or political subdivision thereto or of the District of Columbia; fires; floods; epidemics; quarantine restrictions; strikes; or freight embargoes.  Notwithstanding, the foregoing provisions of this Section 16, in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the party claiming excusable delay.

17.   Integration.  This Agreement and any attachments, schedules, and exhibits hereto represent the entire agreement and understanding between the parties as to the subject matter hereof and supersede all prior or contemporaneous agreements, whether written or oral regarding Executive’s employment at the Bank and all rights, privileges and benefits related thereto.  Without limiting the generality of the foregoing, Executive acknowledges and agrees that effective on the Commencement Date, the terms and conditions of this Agreement will supplant any different terms and conditions that previously existed or governed Executive’s employment with the Bank.  No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

18.   Waiver.  Failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof.  Additionally, a waiver by either party of a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent waiver by such other party.

19.   Savings Clause.  If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

20.   Authority to Contract.  The Bank warrants and represents that it has full authority to enter into this Agreement and to consummate the transactions contemplated hereby and that this Agreement is not in conflict with any other agreement to which the Bank is a party or by which it may be bound.  The Bank further warrants and represents that the individuals executing this Agreement on behalf of the Bank have the full power and authority to bind the Bank to the terms hereof and have been authorized to do so in accordance with the Bank’s corporate organization.

21.   Dispute Resolution.

(a)   Any controversy or claim between Bank and Executive arising from or relating to this Agreement or any agreement or instrument delivered under or in connection with this Agreement, including any alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, shall, at the option of Executive or Bank, be submitted to arbitration, using either the American Arbitration Association (“AAA”) or Judicial Arbitration and Mediation Services, Inc. (“JAMS”)  in accordance with the rules of either JAMS or AAA (at the option of the party initiating the arbitration) and Title 9 of the U.S. Code.  All statutes of limitations or any waivers contained herein which would otherwise be applicable shall apply to any arbitration proceeding under this Section 21(a).  The parties agree that related arbitration proceedings may be consolidated.  The arbitrator shall prepare written reasons for the award.  Judgment upon the award rendered may be entered in any court having jurisdiction.

(b)   No provision of, or the exercise of any rights under, Section 21(a) hereof shall limit the right of any party to exercise self help remedies or to obtain provisional or ancillary remedies, such as injunctive relief from a court having jurisdiction before, during or after the pendency of any arbitration.  The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self help remedies shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration.

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(c)   If any arbitration, legal action or other proceeding is brought for the enforcement of this Agreement or any agreement or instrument delivered under or in connection with this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

22.   Remedies.  In the event of a breach by Executive of Sections 10 or 12 of this Agreement, in addition to other remedies provided by applicable law, the Bank will be entitled to issuance of a temporary restraining order or preliminary injunction enforcing its rights under such Sections.

23.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

24.  Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

25.  Advice of Counsel.  Before signing this Agreement, Executive either (i) consulted with and obtained advice from Executive’s independent legal counsel in respect to the legal nature and operation of this Agreement, including its impact on executive’s rights, privileges and obligations, or (ii) freely and voluntarily decided not to have the benefit of such consultation and advice with legal counsel.

26.  Prohibition Against Changes to Time and Form of Payment.  Notwithstanding anything in this Agreement to the contrary, the payment date(s) and form(s) of payment for benefits payable at a specific time, upon the occurrence of a specified event, or in a specified form may not be changed unless such change is permitted under this Agreement, Section 409A, and other applicable law.

27.  Unfunded Arrangement. Executive and his beneficiary(ies) are general unsecured creditors of the Bank for the payment of deferred compensation benefits under this Agreement. The benefits represent a promise to pay by the Bank.  The rights to these benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors.

The deferred compensation benefits provided under this Agreement are intended to constitute an unfunded arrangement maintained by the Bank primarily for the purpose of providing deferred compensation for a member of a select group of management or highly compensated employees, as described in sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (ERISA).  This Agreement shall at all times be construed and interpreted consistently with ERISA to be such an arrangement and consistently with the requirements of Section 409A, as amended from time to time.

28.  Non-Solicitation and Non-Disparagement.  Following termination of this Agreement and the Executive’s employment and for a period of twelve (12) months thereafter, the Executive shall not solicit, encourage or assist, directly, indirectly or in any other manner whatsoever, (i) any employees of the Bank or First Northern Community Bancorp, or their affiliates and subsidiaries such employment within a twelve (12) month period prior to the Executive’s termination of employment with the Bank or First Northern Community Bancorp to resign or to apply for or accept employment with any other competitive banking or financial services businesses within the counties in California in which the Bank has located its headquarters, branch offices or other facilities; or (ii) any customer, person or entity that has a business relationship with the Bank, or during the twelve (12) month period prior to the Executive’s termination of employment was engaged in a business relationship with the Bank, to terminate such business relationship and engage in a business relationship with any other competitive banking or financial services business within the counties in California in which the Bank has located its headquarters, branch offices or other facilities. Failure to comply with the foregoing provisions shall void this agreement, resulting in the forfeiture of severance payments and benefits coverage.

In addition, at no point during or after Executive’s employment shall Executive disparage the Bank or any of its directors, officers, agents or employees or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of the Bank or any of its directors, officers, agents or employees.

29.  Delay or Forfeiture of Benefits Payable Following Regulatory Action. Notwithstanding any other provision of this Agreement or any plan or any participation agreement to the contrary, the payment of any executive benefit shall be delayed or the executive benefit shall be forfeited on or after the occurrence of or as a result of any of the following events:

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(a).     Temporary Suspension or Prohibition.  If a Participant is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (“FDIA”), 12 U.S.C.  § 1818(e)(3) and (g)(1), no executive benefit shall be paid to that Participant.  If the charges in the notice are dismissed, any executive benefit that would have been payable during the suspension or temporary prohibition shall be paid as soon as reasonably practicable, in accordance with the Plan.

(b).    Permanent Suspension or Prohibition.  If a Participant is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and (g)(1), the executive benefit payable to the Participant (or which may become payable to the Participant in the future) and all rights under the Plan shall be immediately forfeited and the Participant shall not be entitled to the executive benefit.

(c).      Default.  If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), the executive benefit payable to all Participants (or which may become payable to Participants in the future) and all rights under the Plan shall be immediately forfeited and the Participants shall not be entitled to the executive benefit.  In this event, the Plan shall terminate as of the date of default.

(d).      Termination by Regulators. The executive benefit payable to all Participants (or which may become payable to Participants in the future) and all rights under the Plan shall be forfeited, except to the extent determined that continuation of this Plan is necessary for the continued operation of the Bank: (i) at the time the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (ii) by the FDIC, at the time it approves a supervisory merger to resolve problems related to the operation of the Bank.

In addition, the payment of any and all executive benefits under this Plan shall be subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, and any executive benefits and rights under the Plan shall be forfeited to the extent barred or prohibited by an action or order issued by the California Department of Financial Institutions, the FDIC, or any government agency which has jurisdiction over the Bank.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day herein first above written.

FIRST NORTHERN BANK OF DIXON
/s/ Jeremiah Z. Smith
Jeremiah Z. Smith
President and Chief Executive Officer
EXECUTIVE
/s/ Brett Hamilton
Brett Hamilton
EVP & Chief Credit Officer

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Exhibit A  -  California Labor Code Section 2870

EXHIBIT A

CALIFORNIA LABOR CODE SECTION 2870

Section 2870.  Application of provision providing that employee shall assign or offer to assign rights in invention to employer.

(a)      Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either;

(i)          Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer.

(ii)         Result from any work performed by the employee for the employer.

(b)      To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

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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: May 9, 2024
/s/ Jeremiah Z. Smith
Jeremiah Z. Smith, President and Chief Executive Officer
(Principal Executive Officer)

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: May 9, 2024
/s/ Kevin Spink
Kevin Spink, Executive Vice President / Chief Financial Officer<br><br> <br>(Principal Financial Officer and Principal Accounting Officer)

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 March 31, 2024 (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: May 9, 2024 /s/  Jeremiah Z. Smith
Jeremiah Z. Smith, President and Chief Executive Officer<br><br> <br>(Principal Executive Officer)

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 March 31, 2024 (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: May 9, 2024 /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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