UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): January 6, 2026

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 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 5.02 DEPARTURE OF DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On January 6, 2026, First Northern Bank, the wholly-owned subsidiary of First Northern Community Bancorp (the Company) entered into an Executive Retirement/Retention Participation Agreement with Executive Vice President/Chief Financial Officer Kevin Spink, the intended purpose of which is to provide a supplementary Executive Retirement/Retention award (Award) to the executive. The size of the Award is based on the achievement of annual performance goals as determined in advance by the Company’s Compensation Committee. Mr. Spink will become fully vested in his Awards as of his 65^th birthday, provided he remains in continuous service with the Company through this date. If his employment is terminated for "cause" or if he resigns without "good reason" before his 65^th birthday, he will forfeit any unvested Awards. However, if he is terminated (i) without "cause," (ii) voluntarily for "good reason," (iii) for any reason within 24 months after a "change in control" (as each term is defined in the agreement), or (iv) due to his death or disability, 100% of his Awards will be vested.(e) On January 6, 2026, the Company entered into a Supplemental Executive Retirement Plan Participation Agreement with Executive Vice President/Chief Credit Officer Brett Hamilton, subject to the terms of the Supplemental Executive Retirement Plan (Plan), except that for purposes of calculating the amount and length of payment of the Plan benefit, Mr. Hamilton will be credited with two (2) additional years of service if Mr. Hamilton’s termination of employment occurs on or after his 60^th birthday but prior to age 62, and he will be credited with four (4) additional years of service if his termination of employment occurs on or after his 62^nd birthday, in each case subject to a minimum annual benefit of $50,000, paid in monthly installments. If Mr. Hamilton is involuntarily terminated without “cause” or voluntarily for “good reason” within 24 months after a “change in control” (as each term is defined in the agreement), then his Plan benefit will be no less than the actuarial equivalent of the benefit he would receive if he accrued service to age 65 and will be payable in a lump sum.

The foregoing summary is not complete and is qualified in its entirety by reference to the Executive Retirement/Retention Participation Agreement between First Northern Bank and Executive Vice President/Chief Financial Officer Kevin Spink and the Supplemental Executive Retirement Plan Participation Agreement between First Northern Bank and Executive Vice President/Chief Credit Officer Brett Hamilton, a copy of each of which is attached hereto as Exhibit 10.1 and 10.2, respectively, to this Form 8-K and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description

10.1	Executive Retirement/Retention Participation Agreement between First Northern Bank and Executive Vice President/Chief Financial Officer Kevin Spink, effective January 6, 2026

10.2	Supplemental Executive Retirement Plan Participation Agreement between First Northern Bank and Executive Vice President/Chief Credit Officer Brett Hamilton, effective January 6, 2026

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 12, 2026

	FIRST NORTHERN COMMUNITY BANCORP

	By:	/s/ Jeremiah Z. Smith
		Jeremiah Z. Smith
		President/Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description

10.1	Executive Retirement/Retention Participation Agreement between First Northern Bank and Executive Vice President/Chief Financial Officer Kevin Spink, effective January 6, 2026

10.2	Supplemental Executive Retirement Plan Participation Agreement between First Northern Bank and Executive Vice President/Chief Credit Officer Brett Hamilton, effective January 6, 2026

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

FIRST NORTHERN BANK

EXECUTIVE RETIREMENT/RETENTION PARTICIPATION AGREEMENT

FOR KEVIN SPINK

This Executive Retirement/Retention Participation Agreement (the “Agreement”) is entered into as of this 6th day of January, 2026, by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California (“Company”) and Kevin Spink (the “Executive”).

Whereas, the Executive has contributed substantially to the success of the Company and its parent corporation, First Northern Community Bancorp, and the Company desires that the Executive continue employment,

Whereas, the Compensation Committee has reviewed and approved of this Agreement and the Executive’s participation herein, and approves of the Executive’s participation in the First Northern Bank Executive Deferral Plan (“Plan”) for any bonus amounts awarded to the Executive under the terms of this Agreement,

Whereas, the Executive wishes to accept participation in this Agreement subject to all terms herein,

Whereas, the Company and the Executive acknowledge that this Agreement is not a guarantee of employment and may be terminated as specified in 3.2 below,

Now, Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

PURPOSE

The purpose of this Agreement is to provide a supplementary Executive Retirement/Retention Award to the Executive that vests and becomes payable upon continued employment of the Executive to age 65, as described below. The Executive Retirement/Retention Award shall be awardable to the Executive only upon achievement of goals specified by the Compensation Committee. Once awarded, the Executive agrees to voluntarily defer 100% of the award into Plan, such deferral subject to all the terms of the Plan in addition to those specified in this Agreement. Any capitalized term not defined herein shall have the meaning assigned to such term in the Plan.

Amendments that may be made to the Plan from time to time shall apply to any Executive Retirement/Retention Awards granted and deferred under this Agreement.

SECTION 2

DEFINITIONS

2.01 Board. “Board” means the Board of Directors of the Company.

2.02 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.03 Compensation Committee. “Compensation Committee” means the Compensation Committee of the Board.

2.04 Disability. “Disability” means that the Executive is (a) 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 twelve months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees. The Company may, in its discretion, rely on a determination by the Social Security Administration or an insurance carrier (if the definition of “disability” applied by the carrier is consistent with this section) in determining whether the Executive has a Disability, and may require the Executive to submit proof of such determination. The term “Disability” shall be interpreted consistently with Code section 409A.

2.06 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.07 Executive Retirement/Retention Award. “Executive Retirement/Retention Award” means the bonus paid to the Executive, and immediately deferred, based on the extent to which the Performance Goal approved by the Compensation Committee was achieved. The Compensation Committee shall determine and communicate to the Executive the Executive Retirement/Retention Award in advance of each year, except the initial Executive Retirement/Retention Award shall be communicated upon the execution of this Agreement. The Executive agrees to immediately defer any and all Executive Retirement/Retention Awards into the Bank’s Executive Deferral Plan subject to all the terms of the Plan and those additional terms specified in this Agreement.

2.08 Performance Goal. “Performance Goal” means goals determined by the Compensation Committee the achievement of which shall result in the payment, and immediate deferral, of an Executive Retirement/Retention Award under this Agreement. The Compensation Committee shall determine and communicate to the Executive the Performance Goal(s) in advance of each year, except the initial Performance Goal(s) shall be communicated upon the execution of this Agreement.

2.09 Service. “Service” means the period during which an Employee is employed by the Company commencing with the Employee’s first day of employment and continuing through the termination of such employment.

SECTION 3

VESTING OF EXECUTIVE RETIREMENT/RETENTION AWARDS

3.1 Vesting. Executive Retirement/Retention Awards granted to the Executive shall be payable to the Executive according to the terms of the Plan and the additional terms of this Section 3.1. Unless otherwise provided in this section, the Executive shall become fully vested in his Executive Retirement/Retention Award balance as of his 65^th birthday, in each case provided he remains in continuous Service through such date.

(a)	Voluntary Termination – If the Executive voluntarily terminates employment without Good Reason, then the Executive shall forfeit any unvested deferral balances derived from the deferral of Executive Retirement/Retention Awards granted under the terms of this Agreement.

(b)

Involuntary Termination without Cause or Voluntary Termination for Good Reason– If the Executive’s employment is involuntarily terminated without Cause (as described in Section 3.3 of this Agreement), or voluntarily terminated for Good Reason, the Executive shall vest 100% in all deferral balances derived from Executive Retirement/Retention Awards granted under this Agreement. The payment of such amounts shall be determined by the terms of the Plan.

(c)

Involuntary Termination With Cause – If the Executive’s employment is involuntarily terminated with Cause (as described in Section 3.3 of this Agreement), the Executive shall forfeit any and all deferral balances derived from the deferral of Executive Retirement/Retention Awards granted under the terms of this Agreement.

(d)

Termination Due to Death, Disability, or Change in Control -- If the Executive’s employment is terminated due to the Executive’s death, Disability, or within 24 months of a Change in Control, then the Executive shall vest 100% in all deferral balances derived by Executive Retirement/Retention Awards granted under this Agreement. The payment of such amounts shall be determined by the terms of the Plan.

3.2 Change in Employment Status. If the Compensation Committee determines that the Executive’s performance is no longer at a level which deserves reward through participation in this Agreement, but does not terminate the Executive’s employment, participation herein and eligibility to receive additional Executive Retirement/Retention Awards shall cease. The amount payable to the Executive under the terms of this Agreement shall be determined based on Executive Retirement/Retention Awards granted prior to a change in employment status subject to the provisions of 3.1 above.

3.3 Discharge for Cause. Notwithstanding any other provisions of this Agreement, no benefit shall be paid under the terms of this Agreement if the Executive’s employment with the Company has been terminated for “Cause.” Cause shall mean that the Executive has:

(a)

Willfully and intentionally violated any state or federal banking or securities laws or the bylaws, rules, policies or resolutions of the Company or the rules or regulations of the Federal Deposit Insurance Corporation, Federal Reserve Board or other regulatory agency or governmental authority having jurisdiction over the Company; or

(b)	Been convicted of any felony or a crime involving moral turpitude, or willfully and intentionally committed a fraudulent or dishonest act; or

(c)

Willfully and intentionally disclosed, without authority, any secret or confidential information concerning the Company or any customer of the Company or taken any action which the Board determines, in its sole discretion and subject to good faith, fair dealing and reasonableness, constitutes unfair competition with or induces any customer to breach any contract with the Company.

SECTION 4

BENEFITS PAYABLE

Benefits payable to the Executive, or to the Executive’s Beneficiaries shall be determined based on the terms of the Plan and the terms of this Agreement. Any benefit payable is subject to the vesting provisions of Section 3 of this Agreement.

4.1 Income Tax Withholding. The Company shall withhold from any amount paid under this Agreement any and all federal, state and local income taxes and any other taxes that are required to be withheld from such payment under applicable law.

4.2 FICA Tax Withholding. The Company shall withhold from the Executive’s other compensation and/or from the first payments to be made under this Agreement, the Executive’s share of FICA and other employment taxes imposed on the value of the benefits payable from this Agreement when such taxes, in the sole judgment of the Company, are required to be withheld under applicable law. If any law provides the Company discretion as to the timing of tax withholding, the Company shall have the sole right determine when taxes shall be withheld.

4.3 Unfunded Status and Source of Benefit Payments. This Agreement is intended to be unfunded for purposes of both ERISA and the Code. This Agreement does not require any segregated or separate assets. The benefits provided under this Agreement shall be paid solely from the general assets of the Company.

SECTION 5

BENEFICIARY DESIGNATION AND ADMINISTRATION

All beneficiary designation and Executive elections shall be governed by the terms of the Plan. Except for the communication of Performance Goals and Executive Retirement/Retention Awards, and the additional vesting requirement of Section 3 of this Agreement, the administration of the deferral balances generated by this Agreement shall be governed by the terms of the Plan.

IN WITNESS WHEREOF, the Company and Executive have caused this Agreement to be duly executed for and on behalf of the Company by its duly authorized officers, and on behalf of the Executive and the Executive’s beneficiaries, on this the 6th day of January, 2026.


FIRST NORTHERN BANK

By:		/s/ Jeremiah Smith

Title:		President/CEO

Date:1/6/26

EXECUTIVE - Mr. Kevin Spink

By:		/s/ Kevin Spink

Title:		Executive Vice President / Chief Financial Officer

Date:1/6/26

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PARTICIPATION AGREEMENT

FOR

BRETT HAMILTON

This Participation Agreement is entered into as of this 6th day of January, 2026, by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with its main office in Dixon, California (the “Bank”) and Brett Hamilton (the “Executive”).

Whereas, the Board anticipates continued substantial contribution by the Executive to the success of the Bank and its parent corporation, First Northern Community Bancorp, and the Bank desires that the Executive continue its employ,

Whereas, the Board has in accordance with Section 3.1 of the First Northern Bank of Dixon Supplemental Executive Retirement Plan (the “SERP”) nominated the Executive for Eligibility in such SERP,

Whereas, the Executive wishes to accept Participation in the SERP,

Whereas, the Bank and the Executive acknowledge that this Participation Agreement shall be terminated or amended only by a written agreement signed by the Bank and the Executive except as specified in 3.1 below,

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Executive is a Participant in the SERP and further agree as follows:

SECTION 1

DEFINITIONS

Terms used in this Participation Agreement are used as defined in the SERP. In addition, the following terms shall have the meanings given in this Participation Agreement.

1.1 Change-in-Control. “Change-in-Control” means the first to occur of any of the following events:

(a)

Merger – First Northern Community Bancorp merges into or consolidates with another corporation, or merges another corporation into First Northern Community Bancorp, and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of First Northern Community Bancorp immediately before the merger or consolidation,

(b)

Acquisition of Significant Share Ownership – A report on Schedule 13D or another form or schedule (other than Schedule 13G) is filed or is required to be filed under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 20% or more of a class of First Northern Community Bancorp’s voting securities, but this clause (b) shall not apply to beneficial ownership of First Northern Community Bancorp voting shares held in a fiduciary capacity by an entity of which First Northern Community Bancorp directly or indirectly beneficially owns 50% or more of its outstanding voting securities or voting shares held by an employee benefit plan maintained for the benefit of First Northern Bank of Dixon’s employees, or

(c)

Change in Board Composition – During any period of two consecutive years, individuals who constitute First Northern Community Bancorp’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of First Northern Community Bancorp’s Board of Directors; provided, however, that for purposes of this clause (c) – each director who is first elected by the board (or first nominated by the board for election by stockholders) by a vote of at least two-thirds of the directors who were directors at the beginning of the period shall be deemed to have been a director at the beginning of the two-year period.

1.2 Good Reason. “Good Reason” shall be defined as one or more of the following, without the Executive’s express written consent:

(a)	A material reduction in the Executive’s title or responsibilities; or

(b)	A reduction in base salary as in effect on the date of Change in Control; or

(c)	The relocation of the Executive’s principal executive office so that Executive’s one-way commute distance from Executive’s residence is increased by more than forty (40) miles; or

(d)

The failure by the Company to continue to provide the Executive with compensation and benefits substantially similar to those provided under any of the employee benefit plans in which the Executive becomes a participant, or the taking of any action by the Company which would directly or indirectly materially reduce such benefits or deprive the Executive of any material fringe benefit enjoyed at the time of Change in Control; or

(e)	The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement.

In order for an event to qualify as Good Reason, Executive must provide the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days following the initial existence of the grounds for “Good Reason”, must provide the Company with a reasonable cure period of not less than thirty (30) days following the end of such notice and must resign within thirty (30) days following the expiration of the Company’s cure period.

SECTION 2

AMENDMENTS

This section, solely for the purpose of benefits earned by this Executive, amends certain sections of the First Northern Bank Supplemental Executive Retirement Plan.

2.1 Amendments Following a Change in Control – If the Executive’s employment with the Company is involuntarily terminated within 24 months after any Change in Control or in the event the Executive terminates employment voluntarily for Good Reason within 24 months after any Change-in-Control, the following benefit shall be payable to the Executive in lieu of any other benefits payable under the SERP:

Change in Control Benefit – the benefit payable to the Executive shall be the greater of the payments described in (1) and (2) below:

A lump sum payment Actuarially Equivalent to the benefit determined under Section 4.1 of the SERP with the following changes: (a) the Target Retirement Percentage used shall be the Target Retirement Percentage assuming he has accrued Service to age 65, and (b) the Profit Sharing Benefit and Social Security Benefit shall be determined as of the 1^st of the year of the Executive’s termination. The lump sum payment shall be determined using the Treasury Rate in effect on the date of termination and shall be discounted for the period of time the lump sum payment precedes the date the Participant attains age 65.

2.	A lump sum payment Actuarially Equivalent to the benefit the Participant would receive from the SERP without regard to this Section 2.1. The lump sum payment shall be determined using the Treasury Rate in effect on the date of termination.

The Company shall pay this Change in Control Benefit to the Executive within three business days after the Executive’s Separation from Service. If when the Participant’s Separation from Service occurs, the Participant is a specified employee within the meaning of Code section 409A, the lump-sum benefit shall be delayed and shall instead be paid on the first day of the seventh month after the month in which Separation from Service occurs, with interest to the payment date using the Treasury Rate.

2.2 Amendment to Target Retirement Percentage – If the Executive has a Termination of Employment on or after the date when the Executive has attained age 60, then solely for the purpose of determining the Target Retirement Percentage defined in section 2.21 of the SERP, then the calculation of Service shall be modified as follows: (a) if the Executive’s Termination of Employment occurs on or after the date when the Executive has attained age 60 but prior to age 62, then two years shall be added to the amount of Service otherwise calculated in accordance with section 2.19 of the SERP and (b) if Executive’s Termination of Employment occurs on or after the date when the Executive has attained age 62, then four years shall be added to the amount of Service otherwise calculated in accordance with section 2.19 of the SERP.

2.3 Amendment to Duration of Monthly Retirement Benefits – If the Executive has a Termination of Employment on or after the date when the Executive has attained age 60, then solely for the purpose of determining the number of months over which the benefit determined under section 4.1 or 4.2 of the SERP shall be paid, then the calculation of Service shall be modified as follows: (a) if the Executive has a Termination of Employment on or after the date when the Executive has attained age 60 but prior to age 62, then two years shall be added to the amount of Service otherwise calculated in accordance with section 2.19 of the SERP and (b) if Executive’s Termination of Employment occurs no or after the date when the Executive has attained age 62, then four years shall be added to the amount of Service otherwise calculated in accordance with section 2.19 of the SERP.

2.4 Minimum SERP Benefit – If the Executive has a Termination of Employment on or after the date the Executive has attained age 58 (including if the Executive dies while employed on or after attainment of age 58), then any benefit determined under section 4.1, 4.2, 4.3 or 4.4 of the SERP, as amended by sections 2.3 and 2.4 of this Participation Agreement, as applicable, shall be subject to a minimum annual benefit of $50,000, paid in monthly installments under the same terms as defined in the SERP.

2.5 One Benefit Only. Despite anything to the contrary in the SERP, or in this Participation Agreement, the Executive and Beneficiary are entitled to one benefit only, which shall be determined by the first event to occur that is dealt with by the SERP and this Participation Agreement. Subsequent occurrence of events dealt with by the SERP and this Participation Agreement shall not entitle the Executive or Beneficiary to other or additional benefits under the SERP or this Participation Agreement.

2.6 No Other Modifications. Except as amended above or otherwise in accordance with section 3.1 of this Participation Agreement, the terms of the SERP, including the calculation of Service and the calculation of the Executive’s benefits, shall continue to apply.

SECTION 3

MISCELLANEOUS

3.1 Amendments and Termination. This Participation Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive. For the purpose of determining benefits for the Executive, any amendment or termination of the SERP shall be effective for the Executive only by a written agreement signed by the Bank and the Executive. However, the Executive and Bank agree that the Bank, in its sole discretion, may amend the SERP and this Participation Agreement to reduce the impact on the Bank’s earnings of any changes made by the Financial Accounting Standards Board to pension accounting standards. The Bank may change the manner of benefit accrual for the Executive if, in the opinion of the Bank, the changes to the SERP and this Participation Agreement produce an expense recognition pattern closer to the pattern of expense recognition expected prior to the change in accounting standards. In no event will the benefit provided to the Executive at Normal Retirement Age be reduced.

3.2 Binding Effect. This Participation Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, successors, administrators and trustees.

3.3 Agreement To Insure. The Bank may, in its sole discretion, decide to purchase a life insurance policy or policies on the life of the Executive in order to informally fund or otherwise offset the costs incurred by the SERP. The Executive agrees to complete all forms and undergo any insurance underwriting that the Bank may request from time to time during the Executive’s active employment. In addition, the Executive hereby acknowledges that the Executive, Beneficiaries, or the Executive’s estate hold no claim to any part of the value of or rights provided by such policies.

In Witness Whereof, the Executive and a duly authorized Bank officer have signed this Participation Agreement as of the day and year shown below.

The Executive: The Bank:

First Northern Bank Of Dixon

/s/Brett Hamilton

By: /s/ Jeremiah Smith

Date:1/6/26 Its: President/CEO

Date: 1/6/26