First Northwest Bancorp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   (a) On September 2, 2022, First Northwest Bancorp (the “Company”) issued 115,777 shares of the Company’s common stock in the second closing under a Membership Interest Purchase Agreement dated June 30, 2022, as amended effective September 2, 2022, among the Company and the individual members of The Meriwether Group LLC (“Meriwether”). The shares had a total value of approximately $1,869,321 at the time of issuance and were issued to the individual members of Meriwether as partial consideration for the Company’s purchase of a portion of their limited liability company interests in Meriwether. In exchange for the 115,777 shares of the Company’s common stock, together with approximately $458,410 in cash, the Company received limited liability company interests totaling 28.33% of the percentage interests in Meriwether, bringing the Company’s total percentage interest in Meriwether to 33.33%. The shares were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.   (b) Not applicable.   (c) The following table summarizes common stock repurchases during the three months ended September 30, 2022:                                   Period   Total Number of Shares Purchased (1)     Average Price Paid per Share     Total Number of Shares Repurchased as Part of Publicly Announced Plans (2)     Maximum Number of Shares that May Yet Be Repurchased Under the Plans                                     July 1, 2022 - July 31, 2022     23,671     $ 16.14       19,863       585,889   August 1, 2022 - August 31, 2022     30,066       16.22       29,462       556,427   September 1, 2022 - September 30, 2022     30,821       16.09       29,729       526,698   Total     84,558     $ 16.15       79,054                                             (1) Shares repurchased by the Company during the quarter include shares acquired from participants in connection with cancellation of restricted stock to pay withholding taxes totaling 3,808 shares, 604 shares, and 1,092 shares, respectively, for the periods indicated.   (2) On October 28, 2020, the Company announced that its Board of Directors had authorized the repurchase of up to an additional 1,023,420 shares of its common stock, or approximately 10% of its shares of common stock issued and outstanding as of October 27, 2020. As of September 30, 2022, a total of 496,722 shares, or 48.5% percent of the shares authorized in the October 2020 stock repurchase plan, have been purchased at an average cost of $16.83 per share, leaving 526,698 shares available for future purchases.     57 Table of Contents     Item 3. Defaults Upon Senior Securities   Not applicable.   Item 4. Mine Safety Disclosures   Not applicable.