First Northern (OTCQX: FNRN) launches 6% stock repurchase program
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
First Northern Community Bancorp has authorized a new stock repurchase program for its common shares. The plan permits repurchases of up to 6% of the company’s 16,409,660 outstanding shares as of March 26, 2026, or 984,579 shares in total.
The program will run from May 1, 2026 through April 30, 2028, with purchases made in the open market or through privately negotiated transactions based on market conditions. Using the March 26, 2026 closing price of $15.85 per share, the full authorization represents about $15.6 million, which the Board believes will not impair the company’s capital while supporting long-term shareholder value.
Positive
- Authorization of a stock repurchase program for up to 6% of 16,409,660 outstanding shares (984,579 shares), representing about $15.6 million of potential capital return at $15.85 per share.
- The Board states that the maximum aggregate repurchase amount will not impair the capital of the Company, indicating comfort with current capital strength while pursuing shareholder returns.
Negative
- None.
Insights
First Northern approves a modestly sized, multi-year buyback that returns capital while affirming balance sheet strength.
First Northern Community Bancorp authorized repurchases of up to 6% of its 16,409,660 outstanding shares, or 984,579 shares, between May 1, 2026 and April 30, 2028. At the $15.85 closing price on March 26, 2026, the full authorization equals about $15.6 million.
The Board stated that this maximum aggregate amount will not impair the company’s capital, suggesting regulatory and internal capital thresholds remain comfortable. Management frames the program as a tool to increase return on equity, enhance liquidity in the stock, and support long-term shareholder value, while executing repurchases under Rule 10b-18 to stay within SEC timing, price, and volume safe harbor guidelines.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Buyback authorization percentage: 6% of outstanding shares
Shares outstanding: 16,409,660 shares
Maximum shares authorized: 984,579 shares
+3 more
6 metrics
Buyback authorization percentage
6% of outstanding shares
Maximum proportion of shares authorized for repurchase
Shares outstanding
16,409,660 shares
Common shares outstanding as of March 26, 2026
Maximum shares authorized
984,579 shares
Total shares eligible for repurchase under the program
Reference share price
$15.85 per share
Closing price on March 26, 2026 used to illustrate program size
Potential aggregate consideration
$15.6 million
Approximate value if all 984,579 shares are repurchased at $15.85
Program term
May 1, 2026 – April 30, 2028
Authorized duration of the stock repurchase program
Key Terms
stock repurchase program, Rule 10b-18, aggregate consideration, forward-looking statements, +1 more
5 terms
stock repurchase program financial
"today announced a stock repurchase program for the Company’s outstanding common stock."
A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.
Rule 10b-18 regulatory
"conducted in accordance with the limitations, guidelines, and restrictions regarding timing, price, manner, and volume set forth in Rule 10b-18"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
aggregate consideration financial
"would equate to approximately $15.6 million in aggregate consideration if all eligible shares are repurchased."
forward-looking statements regulatory
"This press release and other public statements may include certain “forward-looking statements” about First Northern Community Bancorp"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
disciplined capital management financial
"reflects our continued commitment to disciplined capital management and maximizing long-term shareholder value"
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): March 26, 2026
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 7.01 REGULATION FD DISCLOSURE
On March 30, 2026, First Northern Community Bancorp issued a press release announcing a new stock repurchase program for the
Company’s outstanding common stock, which was approved by the Company’s Board of Directors effective March 26, 2026. This new program will begin May 1, 2026 and remain in effect until April 30, 2028. A copy of this press release is furnished
herewith as Exhibit 99.1.
ITEM 8.01 OTHER EVENTS.
The Board of Directors of First Northern Community Bancorp (FNRN), holding company of First Northern Bank, has announced a stock
repurchase program for the Company’s outstanding common stock. Based on market conditions, share repurchases may be made from time to time in the open market or in privately negotiated transactions. The repurchase program will begin May 1, 2026
and will remain in effect until April 30, 2028, unless terminated sooner. The program allows repurchases in an aggregate amount of no more than 6% of First Northern Community Bancorp’s 16,409,660 outstanding shares of common stock as of March
26, 2025. This represents total shares of 984,579 eligible for repurchase which, at the closing price of $15.85 on March 26, 2026, would equate to total consideration of approximately $15.6M if all eligible shares were repurchased. The Board of
Directors has determined that the maximum aggregate repurchases will not impair the capital of the Company. Any repurchases are intended to be conducted in accordance with the limitations, guidelines, and restrictions relative to timing, price,
manner, and volume of Rule 10b-18 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
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Exhibit No.
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Description
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99.1
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First Northern Community Bancorp Press Release dated March 30, 2026
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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: March 30, 2026
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FIRST NORTHERN COMMUNITY BANCORP
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By:
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/s/ Jeremiah Z. Smith
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Jeremiah Z. Smith
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President/Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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First Northern Community Bancorp Press Release dated March 30, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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First Northern Community Bancorp Announces Stock Repurchase Program
For immediate release
Dixon, Calif., March
30, 2026 — First Northern Community Bancorp (OTCQX: FNRN), the parent company of First Northern Bank, today announced a stock repurchase program for the Company’s outstanding common stock.
Based on market conditions, share repurchases may be made from time to time in the open market or through privately
negotiated transactions. The repurchase program will begin May 1, 2026, and will remain in effect until April 30, 2028, unless terminated earlier.
The program authorizes repurchases of up to 6% of First Northern Community Bancorp’s 16,409,660 outstanding shares of
common stock as of March 26, 2026. This represents a total of 984,579 shares eligible for repurchase, which, based on the closing price of $15.85 per share on March 26, 2026, would equate to approximately $15.6 million in aggregate consideration if
all eligible shares are repurchased.
The Board of Directors has determined that the maximum aggregate repurchase amount will not impair the capital of the
Company. Any repurchases are expected to be conducted in accordance with the limitations, guidelines, and restrictions regarding timing, price, manner, and volume set forth in Rule 10b-18 promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended.
“The authorization of this stock repurchase program reflects our continued commitment to disciplined capital
management and maximizing long-term shareholder value,” said Jeremiah Smith, President and CEO of First Northern Community Bancorp. “We believe this program provides a prudent and flexible tool to enhance returns for our shareholders while
maintaining the strong capital position that supports our growth and service to the communities we serve.”
The stock repurchase program is intended to provide management with an effective capital management tool, increase
return on equity for the Company’s existing shareholders, and enhance market liquidity for its outstanding common shares.
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 Company’s strategic initiatives, and focus on growth, capital allocation and enhancing shareholder value, 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. 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. 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
(916) 570-1235
mwebber@thatsmybank.com
FAQ
What did First Northern Community Bancorp (FNRN) announce in this 8-K filing?
First Northern Community Bancorp announced a new stock repurchase program for its common shares. The plan allows buybacks over two years, giving management flexibility to repurchase stock based on market conditions while managing capital levels.
How large is First Northern Community Bancorp’s new stock repurchase program?
The program authorizes repurchases of up to 6% of First Northern Community Bancorp’s 16,409,660 outstanding shares. This equals 984,579 shares, representing approximately $15.6 million in aggregate consideration at the March 26, 2026 closing price of $15.85 per share.
How will First Northern Community Bancorp conduct repurchases under this program?
Repurchases may occur from time to time in the open market or through privately negotiated deals, depending on market conditions. Transactions are expected to follow timing, price, manner, and volume limitations under SEC Rule 10b-18, providing a regulatory safe harbor framework.
Does the buyback program affect First Northern Community Bancorp’s capital position?
The Board of Directors determined that the maximum aggregate repurchase amount will not impair the company’s capital. Management describes the program as a disciplined capital management tool intended to enhance return on equity while preserving a strong capital base to support growth.
What rationale did First Northern’s management give for the repurchase program?
Management said the repurchase program reflects a commitment to disciplined capital management and maximizing long-term shareholder value. They believe it offers a prudent, flexible way to enhance shareholder returns, increase market liquidity in the shares, and support ongoing growth of the banking franchise.