8-K
FIRST NORTHERN COMMUNITY BANCORP (FNRN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 31, 2025
FIRST NORTHERN COMMUNITY BANCORP
(Exact Name of Registrant as Specified in Its Charter)
000-30707
(Commission File Number)
| California | 68-0450397 |
|---|---|
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
195 N First Street
Dixon, California 95620
(Address of principal executive offices, including zip code)
(707) 678-3041
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| FNRN | FNRN |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION
On January 29, 2026, First Northern Community Bancorp issued a press release concerning financial results for the fourth quarter of 2025, a copy of which is included as ITEM 9.01 (c) Exhibit 99.1 and incorporated herein by reference in both ITEM 2.02 and ITEM 7.01. The Company does not intend for this exhibit to be incorporated by reference into future filings under the Securities Exchange Act of 1934.
ITEM 7.01 REGULATION FD DISCLOSURE
On January 29, 2026, First Northern Community Bancorp issued a press release concerning financial results for the fourth quarter of 2025, a copy of which is included as ITEM 9.01 (c) Exhibit 99.1 and incorporated herein by reference in both ITEM 2.02 and ITEM 7.01 in accordance with SEC Release No. 33-8216.
ITEM 8.01 OTHER EVENTS
On January 22, 2026, the Board of Directors declared a 5% stock dividend, payable March 25, 2026 to shareholders of record as of February 27, 2026.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated January 29, 2026
EXHIBIT INDEX
| Exhibit | Document |
|---|---|
| 99.1 | Earnings Press Release, dated January 29, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date January 29, 2026 | First Northern Community Bancorp<br><br> <br>(Registrant) |
|---|---|
| /s/ Jeremiah Z. Smith | |
| By: Jeremiah Z. Smith | |
| President/Chief Executive Officer |
ex_900257.htm
EXHIBIT 99.1
First Northern Community Bancorp Reports Fourth Quarter 2025 Net Income of $6.0 Million
For immediate release
Dixon, Calif., January 29, 2026 — First Northern Community Bancorp (the “Company”, OTCQX: FNRN), holding company for First Northern Bank (“First Northern” or the “Bank”), today reported net income of $21.1 million, or $1.27 per diluted share, for the twelve months ended December 31, 2025, up 5.5% compared to net income of $20.0 million, or $1.19 per diluted share, for the twelve months ended December 31, 2024.
Net income for the quarter ended December 31, 2025, was $6.0 million, or $0.36 per diluted share, up 2.3% compared to net income of $5.8 million, or $0.35 per diluted share, for the quarter ended December 31, 2024.
Total assets as of December 31, 2025, were $1.91 billion, an increase of $19.2 million, or 1.0%, compared to December 31, 2024. Total net loans as of December 31, 2025, were $1.05 billion, an increase of $3.6 million, or 0.4%, compared to December 31, 2024. The increase in net loans was primarily driven by growth in commercial loans, which was partially offset by net reductions in commercial real estate and residential mortgage loans. Total deposits as of December 31, 2025, were $1.68 billion, a decrease of $20.9 million, or 1.2%, compared to December 31, 2024.
The Company continued to be “well capitalized” under regulatory definitions, exceeding the 10% total risk-based capital ratio threshold as of December 31, 2025.
Commenting on the Company’s fourth quarter financial results, First Northern Bank’s President & Chief Executive Officer, Jeremiah Z. Smith, stated, “Our emphasis on building shareholder value continued in the fourth quarter with strong financial results as reflected in return on equity, return on assets, net interest margin, and operating efficiency. Shareholder’s equity totaled $212.0 million on December 31, 2025, an increase of $35.7 million, or 20.2%, compared to the prior year. Book value per share as of December 31, 2025, was $12.92, up $2.38, or 22.6%, compared to the prior year. The increases in equity and book value were driven by increases in retained earnings and fair value of our investment portfolio during 2025.”
Commenting further, President & CEO Smith stated: “We continued to see improvement in our net interest margin during the quarter. Yields on total average earning assets improved by 29 basis points, or 9.6%, compared to the same quarter last year, while our cost of funds increased only 5 basis points, or 3.2%. This resulted in a 25-basis-point improvement in net interest margin to 3.85% for the three months ended December 31, 2025, compared to 3.60% for the same quarter one year prior. This improvement was primarily driven by higher yields on our loan and securities portfolios and continued discipline in our deposit pricing.”
The Company also reported that, at their regular meeting on January 22, 2026, the Board of Directors approved the payment of a 5% stock dividend payable March 25, 2026, to shareholders of record as of February 27, 2026. All income per share amounts have been adjusted to give retroactive effect to the stock dividend.
FOURTH QUARTER HIGHLIGHTS (UNAUDITED)
Performance and operating highlights for the Company for the periods noted below included the following:
| Three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | |||||||
| (in thousands, except per share and share data) | 2025 | 2025 | 2024 | ||||||
| Return on average assets (“ROAA”) (annualized) | 1.23 | % | 1.27 | % | 1.20 | % | |||
| Return on average equity (“ROAE”) (annualized) | 11.40 | % | 12.15 | % | 12.96 | % | |||
| Pre-tax income | $ | 8,270 | $ | 6,582 | $ | 8,135 | |||
| Net income | $ | 5,978 | $ | 6,013 | $ | 5,846 | |||
| Net interest margin (annualized) | 3.85 | % | 3.75 | % | 3.60 | % | |||
| Cost of funds (annualized) | 0.92 | % | 0.88 | % | 0.86 | % | |||
| Efficiency ratio | 61.31 | % | 64.43 | % | 57.34 | % | |||
| Basic earnings per common share | $ | 0.37 | $ | 0.37 | $ | 0.35 | |||
| Diluted earnings per common share | $ | 0.36 | $ | 0.36 | $ | 0.35 | |||
| Weighted average basic common shares outstanding | 16,165,014 | 16,266,955 | 16,494,513 | ||||||
| Weighted average diluted common shares outstanding | 16,534,164 | 16,545,837 | 16,755,429 | ||||||
| Shares outstanding at end of period | 16,406,281 | 16,502,035 | 16,723,686 | ||||||
| Book value per share | $ | 12.92 | $ | 12.41 | $ | 10.54 |
Summary Results (Unaudited)
The following is a summary of the components of the Company’s operating results for the periods indicated:
| Three months ended | **** | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | **** | **** | |||||||
| (in thousands) | 2025 | 2025 | Change | % Change | ||||||
| Selected operating data: | ||||||||||
| Net interest income | $ | 17,729 | $ | 16,847 | 5.24 | % | ||||
| Reversal of credit losses | (850 | ) | — | ) | — | |||||
| Non-interest income | 1,449 | 1,658 | ) | (12.61 | )% | |||||
| Non-interest expense | 11,758 | 11,923 | ) | (1.38 | )% | |||||
| Pre-tax income | 8,270 | 6,582 | 25.65 | % | ||||||
| Provision for income taxes | 2,292 | 569 | 302.81 | % | ||||||
| Net income | $ | 5,978 | $ | 6,013 | ) | (0.58 | )% |
All values are in US Dollars.
| Three months ended | **** | **** | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | **** | **** | ||||||||
| (in thousands) | 2025 | 2024 | Change | % Change | |||||||
| Selected operating data: | |||||||||||
| Net interest income | $ | 17,729 | $ | 16,524 | 7.29 | % | |||||
| Reversal of credit losses | (850 | ) | (450 | ) | ) | 88.89 | % | ||||
| Non-interest income | 1,449 | 1,490 | ) | (2.75 | )% | ||||||
| Non-interest expense | 11,758 | 10,329 | 13.83 | % | |||||||
| Pre-tax income | 8,270 | 8,135 | 1.66 | % | |||||||
| Provision for income taxes | 2,292 | 2,289 | 0.13 | % | |||||||
| Net income | $ | 5,978 | $ | 5,846 | 2.26 | % |
All values are in US Dollars.
Balance Sheet Summary (Unaudited)
| December 31, | December 31, | **** | **** | ||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | Change | % Change | |||||
| Selected financial condition data: | |||||||||
| Total assets | $ | 1,910,950 | $ | 1,891,722 | 1.02 | % | |||
| Cash and cash equivalents | 145,554 | 119,448 | 21.86 | % | |||||
| Total loans, net | 1,050,473 | 1,046,852 | 0.35 | % | |||||
| Total investments | 617,243 | 633,853 | ) | -2.62 | % | ||||
| Total liabilities | 1,698,932 | 1,715,390 | ) | -0.96 | % | ||||
| Total deposits | 1,679,143 | 1,700,089 | ) | -1.23 | % | ||||
| Total shareholders’ equity | 212,018 | 176,332 | 20.24 | % |
All values are in US Dollars.
Net Interest Income and Net Interest Margin (Unaudited)
The following table shows the components of net interest income and net interest margin for the quarterly periods indicated:
| December 31, 2025 | September 30, 2025 | December 31, 2024 | ||||||||||||||||||
| Yields | Yields | Yields | ||||||||||||||||||
| Interest | Earned/ | Interest | Earned/ | Interest | Earned/ | |||||||||||||||
| Income/ | Rates | Average | Income/ | Rates | Average | Income/ | Rates | |||||||||||||
| (in thousands) | Expense | Paid (1) | Balance | Expense | Paid (1) | Balance | Expense | Paid (1) | ||||||||||||
| Assets | **** | **** | **** | |||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||
| Loans | 1,050,919 | $ | 15,179 | 5.73 | % | $ | 1,055,924 | $ | 14,589 | 5.48 | % | $ | 1,044,552 | $ | 13,769 | 5.24 | % | |||
| Certificates of deposit | 11,709 | 122 | 4.13 | % | 14,332 | 152 | 4.21 | % | 17,320 | 182 | 4.18 | % | ||||||||
| Interest-bearing due from banks | 139,963 | 1,465 | 4.15 | % | 105,545 | 1,071 | 4.03 | % | 104,261 | 1,400 | 5.34 | % | ||||||||
| Investment securities, taxable | 557,389 | 4,230 | 3.01 | % | 545,004 | 4,068 | 2.96 | % | 598,665 | 4,276 | 2.84 | % | ||||||||
| Investment securities, non-taxable | 56,151 | 439 | 3.10 | % | 52,042 | 419 | 3.19 | % | 51,392 | 391 | 3.03 | % | ||||||||
| Other interest-earning assets | 10,871 | 251 | 9.16 | % | 10,870 | 245 | 8.94 | % | 10,518 | 267 | 10.10 | % | ||||||||
| Total average interest-earning assets | 1,827,002 | 21,686 | 4.71 | % | 1,783,717 | 20,544 | 4.57 | % | 1,826,708 | 20,285 | 4.42 | % | ||||||||
| Non-interest-earning assets: | ||||||||||||||||||||
| Cash and due from banks | 31,324 | 32,326 | 38,617 | |||||||||||||||||
| Premises & equipment, net | 8,466 | 8,133 | 9,336 | |||||||||||||||||
| Interest receivable and other assets | 66,699 | 59,211 | 53,265 | |||||||||||||||||
| Total average assets | 1,933,491 | $ | 1,883,387 | $ | 1,927,926 | |||||||||||||||
| Liabilities and Stockholders’ Equity | **** | **** | **** | |||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||
| Interest-bearing transaction deposits | 383,185 | $ | 770 | 0.80 | % | $ | 390,689 | $ | 767 | 0.78 | % | $ | 377,280 | $ | 657 | 0.69 | % | |||
| Savings and MMDA’s | 471,222 | 1,928 | 1.62 | % | 459,869 | 1,723 | 1.49 | % | 452,828 | 1,569 | 1.38 | % | ||||||||
| Time, 250,000 and under | 89,058 | 973 | 4.33 | % | 84,002 | 758 | 3.58 | % | 110,293 | 1,352 | 4.88 | % | ||||||||
| Time, over 250,000 | 54,256 | 286 | 2.09 | % | 51,446 | 449 | 3.46 | % | 42,018 | 183 | 1.73 | % | ||||||||
| Total average interest-bearing liabilities | 997,721 | 3,957 | 1.57 | % | 986,006 | 3,697 | 1.49 | % | 982,419 | 3,761 | 1.52 | % | ||||||||
| Non-interest-bearing liabilities: | ||||||||||||||||||||
| Non-interest-bearing demand deposits | 710,187 | 685,713 | 749,923 | |||||||||||||||||
| Interest payable and other liabilities | 17,496 | 15,265 | 16,596 | |||||||||||||||||
| Total average liabilities | 1,725,404 | 1,686,984 | 1,748,938 | |||||||||||||||||
| Total average stockholders’ equity | 208,087 | 196,403 | 178,988 | |||||||||||||||||
| Total average liabilities and stockholders’ equity | 1,933,491 | $ | 1,883,387 | $ | 1,927,926 | |||||||||||||||
| Net interest income and net interest margin | $ | 17,729 | 3.85 | % | $ | 16,847 | 3.75 | % | $ | 16,524 | 3.60 | % |
All values are in US Dollars.
| (1) | For disclosure purposes, yield/rates are annualized by dividing the number of days in the reported period by 365. |
|---|
About First Northern Bank
First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, serves Solano, Yolo, Sacramento, Placer, Colusa, and Glenn counties, as well as the west slope of El Dorado County. Experts are available in small business, commercial, real estate, and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Real estate mortgage and small-business loan officers are available by appointment at any of the Bank’s 14 branches, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn, Rancho Cordova, Colusa, Willows, and Orland. Non-FDIC insured Investment and Brokerage Services are also available at every branch location. First Northern Bank is rated as a Veribanc “Green-3 Star Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended September 30, 2025 (www.veribanc.com) and (www.bauerfinancial.com). For additional information, please visit thatsmybank.com or call (707) 678-7742. Member FDIC. Equal Housing Lender.
Forward-Looking Statements
This press release and other public statements may include certain “forward-looking statements” about First Northern Community Bancorp and its subsidiaries (the “Company”). These forward-looking statements are based on management’s current expectations, including but not limited to statements about the Company’s performance and focus on improving shareholder value, and the stock dividend payable March 25, 2026, to shareholders of record as of February 27, 2026, and are subject to certain risks, uncertainties and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, trade, business, competitive, market and regulatory factors. More detailed information about these risk factors is contained in the Company’s reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent reports on Form 10-K and Form 10-Q, and any reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made, except as may be required by applicable law. For further information regarding the Company, please read the Company’s reports filed with the SEC and available at www.sec.gov.
Contact:
Jeremiah Z. Smith
President & Chief Executive Officer
First Northern Community Bancorp
& First Northern Bank
P.O. Box 547
Dixon, California (707) 678-3041