Item 9A. Controls and Procedures
ITEM 9A – CONTROLS AND PROCEDURES
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 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. 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. 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
During the quarter ended December 31, 2025 , none of the Company's directors or officers (as defined in Rule 16a - 1 (f) of the Exchange Act) adopted, modified or terminated a “Rule 10b5 - 1 trading arrangement” or a “non-Rule 10b5 - 1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
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 2026 Annual Meeting of Shareholders entitled “Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” “Report of Audit Committee,” and “Proposal 1 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 2026 Annual Meeting of Shareholders entitled “Delinquent Section 16 (a) Reports”.
The information required by Item 10 regarding our insider trading policies is incorporated by reference from the section entitled “Securities Trading Guidelines” in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders. Refer to Exhibit 19.1 The Company's Insider Trading Policy and Exhibit 14.1 The Company's Code of Conduct in this Annual Report on Form 10 -K.
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 satisfy the disclosure requirements under Item 5.05 of Form 8 -K regarding amendment to, and waivers from any provision of, the Code of Conduct by posting such information on the “Investor Relations” page of its website, at www.thatsmybank.com.
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 2026 Annual Meeting of Shareholders entitled “Proposal 1 Nomination and Election of Directors,” “Transactions with Related Persons,” “Director Compensation,” and “Executive Compensation.”
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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 2026 Annual Meeting of Shareholders entitled “Security Ownership of Certain Beneficial Owners and Management” and “Proposal 1 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, 2025. All amounts have been adjusted to give retroactive effect to stock dividends and stock splits, including the 5% stock dividend declared on January 22, 2026, payable on March 25, 2026 to shareholders of record as of February 27, 2026. The plan included in this table is the Company’s 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
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights
Number of securities to be issued upon vesting of restricted stock
Weighted-average grant date fair value of restricted stock
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders
422,543
7.80
283,934
8.05
468,923
Equity compensation plans not approved by security holders
—
—
—
—
—
Total
422,543
7.80
283,934
8.05
468,923
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information called for by this item is incorporated herein by reference from the sections of the Company’s proxy statement for its 2026 Annual Meeting of Shareholders entitled “Director Independence” and “Transactions with Related Persons.”
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 2026 Annual Meeting of Shareholders entitled “Audit and Non-Audit Fees.”
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PART IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements:
Reference is made to the Index to Financial Statements under Item 8 in Part II of this Annual Report on Form 10-K.
(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.
(a)(3) Exhibits:
The following is a list of all exhibits filed as part of this Annual Report on Form 10-K:
Exhibit
Number
Exhibit
3.01
Amended Articles of Incorporation of the Company – incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023
3.2
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 22, 2026
4.1
Description of the Registrant’ s Common Stock – incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report for the fiscal year ended December 31, 2019
10.1
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*
10.2
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*
10.3
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*
10.4
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*
10.5
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*
10.6
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*
10.11
Form of Director Retirement and Split Dollar Agreements between First Northern Bank of Dixon and Lori J. Aldrete, Frank J. Andrews Jr., John M. Carbahal, Gregory DuPratt, John F. Hamel, Diane P. Hamlyn, Foy S. McNaughton, William Jones, Jr. and David Schulze – incorporated herein by reference to Exhibit 10.11 to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001*
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10.13
Amended Form of Director Retirement and Split Dollar Agreements between First Northern Bank of Dixon and Lori J. Aldrete, Frank J. Andrews Jr., John M. Carbahal, Gregory DuPratt, John F. Hamel, Diane P. Hamlyn, Foy S. 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 fiscal year ended December 31, 2004*
10.17
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*
10.18
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 fiscal year ended December 31, 2006*
10.20
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 fiscal year ended December 31, 2009 *
10.21
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 *
10.24
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*.
10.25
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*.
10.26
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*
10.28
Executive Retirement/Retention Participation Agreement for Jeremiah Z. Smith – 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*
10.29
Form of Supplemental Executive Retirement Plan Agreement between First Northern Bank of Dixon and Jeremiah Z. Smith – 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*
10.30
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*
10.32
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*
10.33
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*
10.35
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*
10.36
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*
10.37
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*
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10.38
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*
10.39
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*
10.40
Employment Agreement for Kevin Spink, Executive Vice President and Chief Financial Officer, between First Northern Bank of Dixon and Mr. Spink dated as of February 27, 2024 - incorporated herein by reference to Exhibit 10.40 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023*
10.41
Supplemental Executive Retirement Plan 2006 - incorporated herein by reference to Exhibit 10.41 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023*
10.42
Supplemental Executive Retirement Plan First Amendment 200 9 - incorporated herein by reference to Exhibit 10.42 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023*
10.43
Supplemental Executive Retirement Plan Second Amendment 2022 - incorporated herein by reference to Exhibit 10.43 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023*
10.44
Employment Agreement for Brett Hamilton, Executive Vice President and Chief Credit Officer, between First Northern Bank and Mr. Hamilton dated as of April 1, 2024 - incorporated herein by reference to Exhibit 10.44 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024*
10.45
Executive Retirement/Retention Participation Agreement for Brett Hamilton, Executive Vice President and Chief Credit Officer, between First Northern Bank and Mr. Hamilton dated as of April 1, 2024 – incorporated herein by reference to Exhibit 10.45 of the Company’s Quarterly Reports on Form 10-Q for the quarter ended September 30, 2025*
10.46
Executive Retirement/Retention Participation Agreement for Executive Vice President/Chief Financial Officer Kevin Spink, between First Northern Bank and Mr. Spink, effective January 6, 2026 – incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K dated January 6, 2026*
10.47
Supplemental Executive Retirement Plan Participation Agreement for Executive Vice President/Chief Credit Officer Brett Hamilton, between First Northern Bank and Mr. Hamilton, effective January 6, 2026 – incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K dated January 6, 2026*
10.48
First Northern Community Bancorp 2026 Stock Incentive Plan – incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Reports on Form 10-Q for the quarter ended June 30, 2025*
10.49
First Northern Community Bancorp 2026 Employee Stock Purchase Plan – incorporated herein by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended June 30, 2025*
10.50
First Northern Community Bancorp 2026 Stock Incentive Plan Form of Restricted Stock Award Agreement – provided herewith*
14.1
The Company's Code of Conduct – incorporated herein by reference to Exhibit 14.1 of the Company's Form 10K dated March 7, 2025
19.1
The Company's Insider Trading Policy – included in Exhibit 14.1
21.1
Subsidiary of the Company – provided herewith
23.1
Consent of independent registered public accounting firm – provided herewith
31.1
Rule 13(a) – 14(a) / 15(d) –14(a) Certification of the Company’s Chief Executive Officer – provided herewith
31.2
Rule 13(a) – 14(a) / 15(d) –14(a) Certification of the Company’s Chief Financial Officer – provided herewith
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32.1**
Section 1350 Certification of the Chief Executive Officer – provided herewith
32.2**
Section 1350 Certification of the Chief Financial Officer – provided herewith
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Management contract or compensatory plan, contract, or arrangement.
** 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. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
ITEM 16 – FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 12, 2026.
FIRST NORTHERN COMMUNITY BANCORP
By:
/s/ Jeremiah Z. Smith
Jeremiah Z. Smith
President/Chief Executive Officer/Director
(Principal Executive Officer)
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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.
Name
Title
Date
/s/ Jeremiah Z. Smith
President/Chief Executive Officer/Director
March 12, 2026
Jeremiah Z. Smith
(Principal Executive Officer)
/s/ Kevin Spink
Executive Vice President/Chief Financial Officer
March 12, 2026
Kevin Spink
(Principal Financial Officer and Principal Accounting Officer)
/s/ RICHARD A. BEDOYA
Director
March 12, 2026
Richard A. Bedoya
/s/ PATRICK R. BRADY
Director
March 12, 2026
Patrick R. Brady
/s/ JOHN M. CARBAHAL
Director
March 12, 2026
John M. Carbahal
/s/ GREGORY DUPRATT
Director
March 12, 2026
Gregory DuPratt
/s/ BARBARA HAYES
Director
March 12, 2026
Barbara Hayes
/s/ RICHARD M. MARTINEZ
Director and Vice Chairman of the Board
March 12, 2026
Richard M. Martinez
/s/ SEAN P. QUINN
Director and Chairman of the Board
March 12, 2026
Sean P. Quinn
/s/ MARK C. SCHULZE
Director
March 12, 2026
Mark C. Schulze
/s/ JEAN-LUC SERVAT
Director
March 12, 2026
Jean-Luc Servat
/s/ LOUISE A. WALKER
Director
March 12, 2026
Louise A. Walker
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