What changed in this filing

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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-14 · 139 added, 161 removed, 104 unchanged (74% of the section changed)

1 unchanged sentence

Disclosure controls and procedures

The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), that are

designed to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange

Commission rules and forms, and that such information is accumulated and communicated to management, including the Company’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required

The Company’s disclosure controls and procedures have been designed to meet and management believes that they meet reasonable assurance standards.

Based on their evaluation as of the end of the period covered by this Annual

Report on Form 10-K, the chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that material information relating to the Company, including its

consolidated subsidiary, is made known to them by others within those entities.

The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), that are designed

to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules

and forms, and that such information is accumulated and communicated to management, including the Company’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s

disclosure controls and procedures have been designed to meet and management believes that they meet reasonable assurance standards.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the chief

executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that material information relating to the Company, including its consolidated subsidiary, is made known to

them by others within those entities.

Internal controls over financial reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

This internal control system has been designed to provide

reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the Company’s published consolidated financial statements.

All internal control systems, no matter how well designed,

have inherent limitations.

This internal control system has been designed to provide reasonable

assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the Company’s published consolidated financial statements.

All internal control systems, no matter how well designed, have inherent

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As required by Rule 13a-15(d), management, including

the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the period covered by this Annual Report on Form 10-K that have

materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that there has been no

such change during the last quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

“Management’s Report” included in Item 8 of this Annual Report on Form 10-K for management’s report on the adequacy of internal control over financial reporting.

As required by Rule 13a-15(d), management, including the Chief Executive

Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or

are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that there has been no such change during the last

quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

See “Management’s Report” included in Item 8

of this Annual Report on Form 10-K for management’s report on the adequacy of internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

2 unchanged sentences

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information called for by this item with respect to director and executive officer information is incorporated by reference herein from the sections of the Company’s proxy statement for

its 2022 Annual Meeting of Shareholders entitled “Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” “Report of Audit Committee,” and “Nomination and Election of Directors.” Item

405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found in,

and is incorporated herein by reference to, the section of the Company’s proxy statement for its 2022 Annual Meeting of Shareholders entitled “Delinquent Section 16(a) Reports”.

The information called for by this item with respect to director and executive officer information is incorporated by reference herein from the sections of the Company’s proxy statement for its 2023

Annual Meeting of Shareholders entitled “Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” “Report of Audit Committee,” and “Nomination and Election of Directors.” Item 405 of

Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found in, and is

incorporated herein by reference to, the section of the Company’s proxy statement for its 2023 Annual Meeting of Shareholders entitled “Delinquent Section 16(a) Reports”.

The Company has adopted a Code of Conduct, which complies with the Code of Ethics requirements of the Securities and Exchange Commission.

A copy of the Code of Conduct is posted on the

“Investor Relations” page of the Company’s website, or is available, without charge, upon the written request of any shareholder directed to Devon Camara-Soucy, Corporate Secretary, First Northern Community Bancorp, 195 North First Street,

Dixon, California 95620.

The Company intends to disclose promptly any amendment to, or waiver from any provision of, the Code of Conduct applicable to senior financial officers, and any waiver from any provision of the Code of Conduct

applicable to directors, on the “Investor Relations” page of its website.

A copy of the Code of Conduct is posted on the “Investor

Relations” page of the Company’s website, or is available, without charge, upon the written request of any shareholder directed to Devon Camara-Soucy, Corporate Secretary, First Northern Community Bancorp, 195 North First Street, Dixon, California

the “Investor Relations” page of its website.

The Company’s website address is www.thatsmybank.com .

ITEM 11 - EXECUTIVE COMPENSATION

The information called for by this item is incorporated by reference herein from the sections of the Company’s proxy statement for its 2022 Annual Meeting of Shareholders entitled

“Nomination and Election of Directors,” “Transactions with Related Persons,” “Director Compensation,” and “Executive Compensation.”

The information called for by this item is incorporated by reference herein from the sections of the Company’s proxy statement for its 2023 Annual Meeting of Shareholders entitled “Nomination and

Election of Directors,” “Transactions with Related Persons,” “Director Compensation,” and “Executive Compensation.”

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information concerning ownership of the equity stock of the Company by certain beneficial owners and management is incorporated herein by reference from the sections of the Company’s proxy

statement for the 2022 Annual Meeting of Shareholders entitled “Security Ownership of Certain Beneficial Owners and Management” and “Nomination and Election of Directors.”

Information concerning ownership of the equity stock of the Company by certain beneficial owners and management is incorporated herein by reference from the sections of the Company’s proxy statement

for the 2023 Annual Meeting of Shareholders entitled “Security Ownership of Certain Beneficial Owners and Management” and “Nomination and Election of Directors.”

Stock Purchase Equity Compensation Plan Information

The following table shows the Company’s equity compensation plans approved by security holders.

The table also indicates the number of securities to be issued upon exercise of outstanding options, weighted-average exercise price of outstanding options, non-vested restricted stock and the number of securities remaining available for

future issuance under the Company’s equity compensation plans as of December 31, 2021.

All amounts have been adjusted to give retroactive effect to stock dividends and stock splits, including the 5% stock dividend declared on January 27,

2022, payable on March 25, 2022 to shareholders of record as of February 28, 2022.

The number of securities remaining available for future issuance under equity compensation plans

approved by the shareholders does not include the 500,000 increase in the total number of shares authorized for issuance under the 2016 Stock Incentive Plan which was approved by the shareholders at the Company’s 2021 Annual Meeting of

Shareholders and which increase remains subject to approval by the DFPI.

The plans included in this table are the Company’s 2006 Stock Incentive Plan and 2016 Stock Incentive Plan.

Compensation Plans” in Note 15 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

The table also indicates the number of securities to be issued upon exercise of outstanding options,

weighted-average exercise price of outstanding options, non-vested restricted stock and the number of securities remaining available for future issuance under the Company’s equity compensation plans as of December 31, 2022.

All amounts have been

adjusted to give retroactive effect to stock dividends and stock splits, including the 5% stock dividend declared on January 26, 2023, payable on March 24, 2023 to shareholders of record as of February 28, 2023.

The plans included in this table

are the Company’s 2006 Stock Incentive Plan and 2016 Stock Incentive Plan.

See “Stock Compensation Plans” in Note 15 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Plan category

23 unchanged sentences

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information called for by this item is incorporated herein by reference from the section of the Company’s proxy statement for its 2022 Annual Meeting of Shareholders entitled “Audit and

Non-Audit Fees.”

The information called for by this item is incorporated herein by reference from the section of the Company’s proxy statement for its 2023 Annual Meeting of Shareholders entitled “Audit and Non-Audit

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

(a)(2) Financial Statement Schedules:

All schedules to the Company’s Consolidated Financial Statements are omitted because of the absence of the conditions under which they are required or because the required information is

included in the Consolidated Financial Statements or accompanying notes.

All schedules to the Company’s Consolidated Financial Statements are omitted because of the absence of the conditions under which they are required or because the required information is included in

the Consolidated Financial Statements or accompanying notes.

(a)(3) Exhibits:

The following is a list of all exhibits filed as part of this Annual Report on Form 10-K:

Amended Articles

of Incorporation of the Company – incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report for the year ended December 31, 2018

Restated Bylaws of the Company (as amended) – incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated January

Description of the

Registrant’s Common Stock – incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report for the year ended December 31, 2019

Northern Community Bancorp 2000 Stock Option Plan – incorporated herein by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8

dated May 25, 2000*

Northern Community Bancorp Outside Directors 2000 Non-statutory Stock Option Plan – incorporated herein by reference to Exhibit 4.3 of the Company’s

Registration Statement dated Form S-8 on May 25, 2000*

Amended First Northern

Community Bancorp Employee Stock Purchase Plan – incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule

14A for its 2006 Annual Meeting of Shareholders*

Northern Community Bancorp 2000 Stock Option Plan Forms “Incentive Stock Option Agreement” and “Notice of Exercise of Stock Option” – incorporated

herein by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 dated May 25, 2000*

Northern Community Bancorp 2000 Outside Directors 2000 Non-statutory Stock Option Plan Forms “Non-statutory Stock Option Agreement” and “Notice of Exercise of Stock Option” – incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 dated May 25, 2000*

Northern Community Bancorp 2000 Employee Stock Purchase Plan Forms “Participation Agreement” and “Notice of Withdrawal” – incorporated herein by

Exhibit Number

Amended Articles of Incorporation of the Company – incorporated herein by reference to

Exhibit 3.1 to the Company’s Annual Report for the year ended December 31, 2018

Amended and Restated Bylaws of the Company (as amended) – incorporated herein by reference

to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated January 27, 2022

Description of the Registrant’s Common Stock – incorporated herein by reference to Exhibit 4.1 to the Company’s

Annual Report for the year ended December 31, 2019

First Northern Community Bancorp 2000 Stock Option Plan – incorporated herein by

reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 dated May 25, 2000*

Amended and Restated

Employment Agreement entered into as of July 23, 2001 by and between First Northern Bank of Dixon and Don Fish – incorporated herein by reference to

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001*

Employment Agreement

entered into as of July 23, 2001 by and between First Northern Bank of Dixon and Owen J.

Onsum – incorporated herein by reference to Exhibit 10.2 of the

Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001*

Agreement for Louise A.

Walker, President and Chief Executive Officer – incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly

Report on Form 10-Q for the three months ended June 30, 2012*

Employment Agreement

entered into as of July 23, 2001 by and between First Northern Bank of Dixon and Robert Walker – incorporated herein by reference to Exhibit 10.4 of the

Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001*

Form of Director

Retirement and Split Dollar Agreements between First Northern Bank of Dixon and Lori J.

First Northern Community Bancorp Outside Directors 2000 Non-statutory Stock Option

Plan – incorporated herein by reference to Exhibit 4.3 of the Company’s Registration Statement dated Form S-8 on May 25, 2000*

Amended First Northern Community Bancorp Employee Stock Purchase Plan – incorporated herein by

reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A for its 2006 Annual Meeting of Shareholders*

First Northern Community Bancorp 2000 Stock Option Plan Forms “Incentive Stock Option

Agreement” and “Notice of Exercise of Stock Option ” – incorporated herein by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 dated May 25, 2000*

First Northern Community Bancorp 2000 Outside Directors 2000 Non-statutory Stock

Option Plan Forms “Non-statutory Stock Option Agreement” and “Notice of Exercise of Stock Option ” – incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 dated May 25, 2000*

First Northern Community Bancorp 2000 Employee Stock Purchase Plan Forms

“Participation Agreement” and “Notice of Withdrawal ” – incorporated herein by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-8 dated May 25, 2000*

Amended and Restated Employment Agreement entered into as of July 23, 2001 by and between First

Northern Bank of Dixon and Don Fish – incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001*

Employment Agreement entered into as of July 23, 2001 by and between First Northern Bank of Dixon

Onsum – incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001*

Employment Agreement entered into as of July 23, 2001 by and between First Northern Bank of Dixon

and Robert Walker – incorporated herein by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001*

Form of Director Retirement and Split Dollar Agreements between First Northern Bank of Dixon and

Aldrete, Frank J.

4 unchanged sentences

McNaughton, William Jones, Jr.

David Schulze – incorporated herein by reference to Exhibit 10.11 to Company’s Annual Report on Form 10-K for the year ended December 31, 2001*

Form of Salary

Continuation and Split Dollar Agreement between First Northern Bank of Dixon and Owen J.

Onsum, Louise A.

Walker, Don Fish, and Robert Walker –

incorporated herein by reference to Exhibit 10.12 to Company’s Annual Report on Form 10-K for the year ended December 31, 2001*

Amended Form of

Director Retirement and Split Dollar Agreements between First Northern Bank of Dixon and Lori J.

and David Schulze – incorporated herein by reference to Exhibit 10.11 to Company’s Annual

Report on Form 10-K for the year ended December 31, 2001*

Amended Form of Director Retirement and Split Dollar Agreements between First Northern Bank of

Dixon and Lori J.

Aldrete, Frank J.

3 unchanged sentences

Hamlyn, Foy S.

McNaughton, William Jones,

and David Schulze – incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31,

Amended Form of

Salary Continuation and Split Dollar Agreement between First Northern Bank of Dixon and Owen J.

Onsum, Louise A.

Walker, Don Fish, and Robert Walker –

McNaughton, William Jones, Jr.

and David Schulze – incorporated herein by reference to Exhibit 10.13 to the

Company’s Annual Report on Form 10-K for the year ended December 31, 2004*

Form of Salary Continuation Agreement between Pat Day and First Northern Bank of Dixon –

incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006*

Form of Salary

Continuation Agreement between Pat Day and First Northern Bank of Dixon – incorporated herein by reference to Exhibit 10.15 to the Company’s Annual

Report on Form 10-K for the year ended December 31, 2006*

Form of Supplemental

Executive Retirement Plan Agreement between First Northern Bank of Dixon and Owen J.

Onsum and Louise A.

Walker – incorporated herein by reference to

First Northern Bancorp 2006 Stock Incentive Plan – incorporated by reference to Appendix A of

the Company’s Definitive Proxy Statement on Schedule 14A for its 2006 Annual Meeting of Shareholders*

First Northern Bank Annual Incentive Compensation Plan – incorporated herein by reference to

Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006*

First Northern Bancorp

2006 Stock Incentive Plan – incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A for its 2006 Annual

Meeting of Shareholders*

First Northern Bank

Annual Incentive Compensation Plan – incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended

December 31, 2006*

First Northern

Community Bancorp 2006 Stock Option Plan Forms “Stock Option Agreement” and “Notice of Exercise of Stock Option” – incorporated herein by reference to

Exhibit 10.20 to the Company’s Annual Report for the year ended December 31, 2009 *

First Northern

Community Bancorp 2006 Stock Incentive Plan “Restricted Stock Agreement – incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2009 *

Agreement for Jeremiah Z.

Smith, Executive Vice President and Chief Financial Officer - incorporated herein by reference to Exhibit 10.2 to the

Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012*

Agreement for Patrick S.

Day, Executive Vice President and Chief Credit Officer - incorporated herein by reference to Exhibit 10.3 to the Company’s

Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012*

First Northern

Bancorp Amended and Restated 2016 Stock Incentive Plan – incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule

14A for its 2021 Annual Meeting of Shareholders*.

First Northern Bancorp

2016 Employee Stock Purchase Plan – incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A for its 2015

Annual Meeting of Shareholders*.

Restated Executive Deferral Plan of First Northern Bank effective July 20, 2017 – incorporated herein by reference to Exhibit 10.26 of the Company’s

Quarterly Report on Form 10-Q for the quarter-ended September 30, 2017*

Retirement/Retention Participation Agreement for Joe Danelson, Executive Vice President and Chief Credit Officer – incorporated herein by reference to

Exhibit 10.27 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended September 30, 2017*

Retirement/Retention Participation Agreement for Jeremiah Z.

Smith, Senior Executive Vice President and Chief Financial Officer & Chief Operating Officer – incorporated herein by reference to Exhibit 10.28 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended September 30, 2017*

Supplemental Executive Retirement Plan Agreement between First Northern Bank of Dixon and Jeremiah Z.

First Northern Community Bancorp 2006 Stock Option Plan Forms “Stock Option Agreement” and

“Notice of Exercise of Stock Option ” – incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report for the year ended December 31, 2009 *

First Northern Community Bancorp 2006 Stock Incentive Plan “Restricted Stock Agreement –

incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 *

Employment Agreement for Patrick S.

Day, Executive Vice President and Chief Credit Officer

- incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012*

First Northern Bancorp Amended and Restated 2016 Stock Incentive Plan – incorporated by reference to Appendix A of

the Company’s Definitive Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Shareholders*.

First Northern Bancorp 2016 Employee Stock Purchase Plan – incorporated by reference to Appendix B of the Company’s

Definitive Proxy Statement on Schedule 14A for its 2015 Annual Meeting of Shareholders*.

Amended and Restated Executive Deferral Plan of First Northern Bank effective July 20, 2017

– incorporated herein by reference to Exhibit 10.26 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended September 30, 2017*

Executive Retirement/Retention Participation Agreement for Joe Danelson, Executive Vice

President and Chief Credit Officer – incorporated herein by reference to Exhibit 10.27 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended September 30, 2017*

Executive Retirement/Retention Participation Agreement for Jeremiah Z.

Smith, Senior

Executive Vice President and Chief Financial Officer & Chief Operating Officer – incorporated herein by reference to Exhibit 10.28

of the Company’s Quarterly Report on Form 10-Q for the quarter-ended September 30, 2017*

Form of Supplemental Executive Retirement Plan Agreement between First Northern Bank of Dixon

and Jeremiah Z.

Smith, Senior Executive Vice President and Chief Operating Officer – incorporated herein by reference to Exhibit 10.29 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

Supplemental Executive Retirement Plan Agreement between First Northern Bank of Dixon and Kevin Spink, Executive Vice President and Chief Financial Officer.

Form of Supplemental Executive Retirement Plan Agreement between First Northern Bank of Dixon

and Kevin Spink, Executive Vice President and Chief Financial Officer.

– incorporated herein by reference to Exhibit 10.30 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

Control Agreement between First Northern Bank of Dixon and Joe Danelson, Executive Vice President and Chief Credit Officer.

– incorporated herein by

reference to Exhibit 10.31 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

Control Agreement between First Northern Bank of Dixon and Jeffrey Adamski, Executive Vice President and Senior Loan Officer.

– incorporated herein by

reference to Exhibit 10.32 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

Retirement/Retention Participation Agreement for Jeffrey Adamski, Executive Vice President and Senior Loan Officer.

– incorporated herein by reference to

Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

Amended Form of

Salary Continuation Agreement between First Northern Bank of Dixon and Bruce Orris, Executive Vice President and Chief Information Officer.

Change of Control Agreement between First Northern Bank of Dixon and Joe Danelson, Executive

Vice President and Chief Credit Officer.

– incorporated herein by reference to Exhibit 10.31 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

of Control Agreement between First Northern Bank of Dixon and Denise Burris, Executive Vice President and Chief Information Officer - incorporated

herein by reference to Exhibit 10.36 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended June 30, 2021*

Retirement/Retention Participation Agreement for Denise Burris, Executive Vice President and Chief Information Officer - incorporated herein by

reference to Exhibit 10.37 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended June 30, 2021*

Change of Control Agreement between First Northern Bank of Dixon and Jeffrey Adamski,

Executive Vice President and Senior Loan Officer.

– incorporated herein by reference to Exhibit 10.32 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

Executive Retirement/Retention Participation Agreement for Jeffrey Adamski, Executive Vice

President and Senior Loan Officer.

– incorporated herein by reference to Exhibit 10.33 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

Amended Form of Salary Continuation Agreement between First Northern Bank of Dixon and Bruce

Orris, Executive Vice President and Chief Information Officer.

– incorporated herein by reference to Exhibit 10.34 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2018*

Change of Control Agreement between First Northern Bank of Dixon and Denise Burris,

Executive Vice President and Chief Information Officer - incorporated herein by reference to Exhibit 10.36 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended June 30, 2021*

Executive Retirement/Retention Participation Agreement for Denise Burris, Executive

Vice President and Chief Information Officer - incorporated herein by reference to Exhibit 10.37 of the Company’s Quarterly Report on Form 10-Q for the quarter-ended June 30, 2021*

Employment Agreement for Jeremiah Z.

Smith, President and Chief Executive Officer entered into

between First Northern Bank of Dixon and Mr.

Smith as of January 1, 2023 - incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K/A dated December 26, 2022*

First Amendment to Executive Retirement/Retention Participation Agreement for Jeremiah Z.

Smith, President and Chief Executive Officer, effective January 1, 2023 - incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K/A dated December 26, 2022*

First Amendment to the Participation Agreement of the Supplemental Executive Retirement Plan

for Jeremiah Z.

Smith, President and Chief Executive Officer, effective January 1, 2023 - incorporated herein by reference to Exhibit 10.3 of the Company’s Form 8-K/A dated December 26, 2022*

Subsidiary of the Company – provided herewith

4 unchanged sentences

Section 1350 Certification of the Chief Financial Officer – provided herewith

Pursuant to Rule 405 of Regulation S-T, the following financial information from the Registrant’s Annual Report on Form 10-K for the twelve months ended December 31, 2021, is

formatted in XBRL interactive data files:

Pursuant to Rule 405 of Regulation S-T, the following financial information from the Registrant’s Annual Report on Form 10-K for the twelve months ended December 31, 2022, is formatted in XBRL

interactive data files:

(i) Consolidated Balance Sheets;

2 unchanged sentences

(iv) Consolidated Statements of Stockholders’ Equity;

Consolidated Statements of Cash Flows;

(v) Consolidated Statements of

and (vi) Notes to Consolidated Financial Statements.

1 unchanged sentence

** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form

10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed

“filed” for purposes of Section 18 of the Exchange Act.

Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

1 unchanged sentence

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized, on March 11, 2022.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized, on March 10, 2023.

FIRST NORTHERN COMMUNITY BANCORP

/s/ Louise A.

/s/ Jeremiah Z.

President/Chief Executive Officer/Director

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on

the dates indicated.

/s/ Louise A.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Jeremiah Z.

President/Chief Executive Officer/Director

1 unchanged sentence

(Principal Executive Officer)

/s/ Jeremiah Z.

Senior Executive Vice President/Chief Operating Officer

March 11, 2022

(Principal Operating Officer)

/s/ Kevin Spink

1 unchanged sentence

March 10, 2023

(Principal Financial Officerand Principal Accounting Officer)

(Principal Financial Officer and Principal Accounting Officer)

/s/ PATRICK R.

Director and Chairman of the Board

March 10, 2023

Director and Vice Chairman of the Board

March 10, 2023

/s/ GREGORY DUPRATT

Director and Vice Chairman of the Board

March 10, 2023

4 unchanged sentences

/s/ RICHARD M.

Director and Chairman of the Board

March 10, 2023

4 unchanged sentences

March 10, 2023

/s/ LOUISE A.

March 10, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures