First Financial Northwest, Inc. Announces Closing of Acquisition of First Financial Northwest Bank by Global Federal Credit Union

Rhea-AI Summary

First Financial Northwest (NASDAQ: FFNW) has announced the successful closing of its previously announced acquisition by Global Federal Credit Union on April 11, 2025. The transaction involved Global acquiring substantially all assets and liabilities of First Financial Northwest Bank for $228.7 million in cash.

Following the acquisition, FFNW will delist from the Nasdaq Global Select Market effective April 21, 2025, and close its stock transfer books. The company plans to distribute its remaining assets to shareholders through multiple distributions, with an initial distribution scheduled for April 30, 2025. Shareholders holding physical certificates must convert them to book-entry format with Computershare to receive their pro-rata portions. After completing all distributions, the company will proceed with dissolution under Washington law.

Positive

• Successful completion of $228.7 million cash acquisition
• Shareholders to receive distributions of substantially all assets
• Clear timeline for initial distribution by April 30, 2025

Negative

• Company will be delisted from Nasdaq
• Stock transfer books will close, limiting share transferability
• Company will ultimately dissolve

Insights

Financial Markets Analyst

The closing of Global Federal Credit Union's acquisition of First Financial Northwest Bank represents a definitive transaction with immediate implications for FFNW shareholders. The $228.7 million cash deal provides a clear exit strategy with several key considerations:

The transaction structure is noteworthy - while Global acquires the bank's assets and liabilities, the parent company (FFNW) will distribute proceeds to shareholders before dissolving. This approach delivers immediate value rather than stock-based compensation that would require continued price appreciation to realize gains.

The accelerated distribution timeline is significant - with initial payments beginning around April 30, just weeks after closing. This efficiency minimizes the cash drag period between closing and shareholder compensation. The mechanics requiring certificate conversion to book-entry format through Computershare represents standard practice but creates an administrative hurdle some shareholders must navigate.

For investors, the delisting from Nasdaq on April 21 creates a hard deadline after which shares become non-transferable. This unusual restriction means shareholders cannot exit their position after this date, even if market conditions change dramatically.

The transaction appears favorable when comparing the $228.7 million purchase price against FFNW's market capitalization of approximately $208.8 million, suggesting shareholders may receive a premium above recent trading value, though exact per-share distribution amounts weren't disclosed.

Banking Industry Specialist

This acquisition highlights several strategic dimensions worth examining. Global Federal Credit Union's expansion from its Anchorage, Alaska base into the Washington market through this transaction represents a significant geographic expansion strategy rather than mere market consolidation within existing territories.

Credit union acquisitions of banks have distinct characteristics compared to bank-to-bank mergers. As member-owned non-profits, credit unions like Global can often offer more favorable deposit rates and lower-cost services, potentially benefiting former First Financial Northwest Bank customers. However, these transactions permanently remove banking assets from the shareholder-owned financial system.

The clean exit strategy engineered here - with complete asset distribution and corporate dissolution - suggests First Financial Northwest's board determined standalone viability wasn't optimal compared to this acquisition offer. This decision provides definitive closure rather than attempting operational turnarounds or partial asset sales.

For the Washington banking landscape, this transaction reduces the number of locally-headquartered community banks, continuing the trend of regional banking market consolidation. The Renton-based operations will likely maintain physical presence initially, though long-term branch and operational decisions will follow Global's strategic integration planning.

The requirement for physical certificate conversion before distribution eligibility represents standard practice but creates potential complications for shareholders who must locate and process paper certificates to avoid distribution delays.

RENTON, Wash., April 11, 2025 (GLOBE NEWSWIRE) -- First Financial Northwest, Inc. (NASDAQ GS: FFNW) (the “Company”), the former holding company of First Financial Northwest Bank (the “Bank”), today announced the closing, effective April 11, 2025, of the previously announced transaction whereby Global Federal Credit Union (“Global”), headquartered in Anchorage, Alaska, acquired substantially all of the assets and assumed substantially all of the liabilities (including deposit liabilities) of First Financial Northwest Bank. In connection with the closing of the transaction, the Company received $228.7 million in cash pursuant to the Purchase and Assumption Agreement by and among the Company, Global and the Bank, dated January 10, 2024.

The Company also notified the Nasdaq Stock Market of its intent to delist shares of Company common stock effective on April 21, 2025. As of the close of business on that date, the Company will also close its stock transfer books. As a result, the Company’s common stock will no longer trade on the Nasdaq Global Select Market and Company shareholders will be unable to transfer Company common stock after April 21, 2025.

The Company plans to distribute all of its remaining assets, including the purchase price received from Global, remaining after taxes and expenses, to Company shareholders in two or more distributions in the coming months. The Company expects to make an initial distribution on or about April 30, 2025, consisting of substantially all of the assets of the Company, less amounts retained to pay taxes and to pay known and anticipated expenses to be incurred in the wind-down and dissolution of the Company. As a condition to the payment of each shareholder’s pro rata portion of the initial distribution, shareholders with physical certificates are required to convert their certificates to book-entry with Computershare, the Company’s stock transfer agent. Shareholders with physical certificates will receive instructions by mail to effect such conversions.

Following these distributions, the Company expects to dissolve the Company in accordance with Washington law.

About First Financial Northwest, Inc.
Prior to the completion of the transaction, First Financial Northwest, Inc. was the parent company of First Financial Northwest Bank, a Washington State-chartered commercial bank headquartered in Renton, Washington. For additional information visit ffnwb.q4ir.com.

Forward-looking statements:
When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding future events many of which are inherently uncertain and outside of our control. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, the delisting, deregistration, wind-down and dissolution of the Company, the remaining expenses to be incurred in such process, and the remaining cash to be distributed to shareholders. These forward-looking statements are based on current management expectations and may, therefore, involve risks and uncertainties. Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements made by, or on behalf of, us, and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed with or furnished to the SEC – that are available on our Investor Relations website at ffnwb.q4ir.com and on the SEC’s website at sec.gov.

Any of the forward-looking statements that we make in this press release and in the other public statements are based upon management’s beliefs and assumptions at the time they are made and may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Investor Contacts:
Rich Jacobson
Executive Vice President and Chief Financial Officer
jacobsonr@ffnorthwest.com
(206) 573-4973
Karla Evans
Assistant Vice President, Investor Relations
evansk@ffnorthwest.com
(206) 833-1259

FAQ

What is the total value of Global Federal Credit Union's acquisition of First Financial Northwest Bank (FFNW)?

Global Federal Credit Union acquired First Financial Northwest Bank for $228.7 million in cash.

When will First Financial Northwest (FFNW) be delisted from Nasdaq?

FFNW will be delisted from the Nasdaq Global Select Market effective April 21, 2025.

When will FFNW shareholders receive their first distribution payment?

The initial distribution is scheduled for around April 30, 2025, comprising substantially all company assets minus retained amounts for taxes and wind-down expenses.

What do FFNW shareholders with physical stock certificates need to do to receive distributions?

Shareholders must convert their physical certificates to book-entry format with Computershare, the company's stock transfer agent.

What happens to FFNW after all distributions are completed?

The company will dissolve in accordance with Washington law after completing all shareholder distributions.