Form 8-K

8-K — FIRST NORTHERN COMMUNITY BANCORP

Accession: 0001114927-26-000039

Filed: 2026-04-22

Period: 2026-04-21

CIK: 0001114927

SIC: 6035 (SAVINGS INSTITUTION, FEDERALLY CHARTERED)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8_k.htm (Primary)

EX-99.1 — FIRST NORTHERN COMMUNITY BANCORP PRESS RELEASE DATED APRIL 21, 2026 ANNOUNCING LISTING TO NASDAQ (exhibit99_1.htm)

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8-K — FIRST NORTHERN COMMUNITY BANCORP FORM 8-K DATED APRIL 21, 2026

8-K (Primary)

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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): April 21, 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

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

of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01 OTHER EVENTS

On April 21, 2026, First Northern Community Bancorp. (the “Company”), holding company of First Northern Bank, issued a press release announcing that its

shares of common stock, without par value, have been approved by The Nasdaq Stock Market LLC (“Nasdaq”) for listing on The Nasdaq Capital Market. The Company expects trading in its shares to transition from the OTCQX to The Nasdaq Capital Market

effective with the opening of the market on Friday, April 24, 2026, subject to continued satisfaction of applicable listing requirements. The Company’s common stock will continue to trade on the OTCQX through the end of trading on Thursday, April

23, 2026. The Company’s common stock will commence trading on The Nasdaq Capital Market under its current ticker symbol, “FNRN”.

Shareholders of the Company do not need to take any action in connection with the listing of the Company’s common stock for trading on The Nasdaq Capital

Market.

A copy of the Company’s press release is filed as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit No.

Description

99.1

First Northern Community Bancorp Press Release dated April 21, 2026

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: April 21, 2026

FIRST NORTHERN COMMUNITY BANCORP

By:

/s/ Jeremiah Z. Smith

Jeremiah Z. Smith

President/Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

First Northern Community Bancorp Press Release dated April 21, 2026

104

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

EX-99.1 — FIRST NORTHERN COMMUNITY BANCORP PRESS RELEASE DATED APRIL 21, 2026 ANNOUNCING LISTING TO NASDAQ

EX-99.1

Filename: exhibit99_1.htm · Sequence: 2

First Northern Community Bancorp Announces Approval for Listing on The Nasdaq Capital Market

For immediate release

Dixon, Calif., April 21, 2026 —

First Northern Community Bancorp (the “Company”), parent company of First Northern Bank, today announced that it has received approval to list its common stock on The Nasdaq Capital Market. The Company expects trading in its shares to transition

from the OTCQX to The Nasdaq Capital Market effective with the opening of the market on Friday, April 24, 2026, subject to continued satisfaction of applicable

listing criteria. The Company’s common stock will continue to trade on the OTCQX through the end of trading on Thursday, April 23, 2026. The common stock will trade on The Nasdaq Capital Market under its current ticker symbol “FNRN”.

“We are pleased to begin trading on Nasdaq, marking an important milestone for First Northern Community Bancorp,” said Jeremiah Smith,

President and Chief Executive Officer. “This achievement reflects the strength of our organization and our continued commitment to disciplined growth and long-term value creation. We believe listing on a nationally recognized exchange should enhance

our visibility, expand access to a broader investor base, and support our strategic objectives moving forward.”

Shareholders are not required to take any action in connection with the Company’s uplisting to Nasdaq.

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 December 31, 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 expected uplisting of the Company’s common stock to The Nasdaq Capital Market and the potential benefits of such listing, 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, business, competitive, market and regulatory factors. More detailed information about these risk factors is contained in the Company’s most recent 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. Any anticipated benefits of the uplisting of the Company’s common stock to The Nasdaq Capital Market are subject to market conditions and other factors outside of the Company’s control, and no assurance can be given as to the effect

that the uplisting may have on the trading volume of our stock or on the liquidity of an investment in our stock. Readers are cautioned not to place undue reliance on forward‑looking statements, which speak only as of the date made. The Company undertakes no obligation to update any

forward-looking statements to reflect events or circumstances arising after the date on which they are made. For further information regarding the Company, please read the Company’s reports filed with the SEC and available at www.sec.gov.

Media Contact:

Mike Webber, Senior Vice President and Director of Marketing & Communications

(916) 570-1235

mwebber@thatsmybank.com

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