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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 47 added, 58 removed, 82 unchanged (56% of the section changed)

1 unchanged sentence

Disclosure controls and procedures.

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s management team as of the end of the period covered by this report.

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s management team as of the end of the period covered by this report.

The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures in effect as of December 31, 2025, were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act was (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management's report on internal control over financial reporting.

First Northwest Bancorp's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.

The Company's internal control system is designed to provide reasonable assurance to our management and the board of directors regarding the preparation and fair presentation of published financial statements for external purposes in accordance with generally accepted accounting principles.

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and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Also, because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As a result of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

As a result of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

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In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework) .

Based on that assessment, the Company's management believes that, as of December 31, 2024, First Northwest Bancorp's internal control over financial reporting is effective based on those criteria.

Moss Adams LLP, an independent registered public accounting firm, has audited the Company's consolidated financial statements as of and for the year ended December 31, 2024, and the effectiveness of the Company's internal control over financial reporting as of December 31, 2024, which are included in Item 8.

Financial Statements and Supplementary Data.

Based on that assessment, the Company's management believes that, as of December 31, 2025, the Company's internal control over financial reporting is effective based on those criteria.

Baker Tilly US, LLP, an independent registered public accounting firm, has audited the Company's consolidated financial statements as of and for the year ended December 31, 2025, and the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, which are included in Item 8.

Financial Statements and Supplementary Data of this Form 10-K.

Changes in Internal Controls.

As previously disclosed, management concluded that, as of June 30, 2024, a material weakness existed in the design of controls over the timely recognition of changes in value of collateral-dependent individually evaluated loans and the methodology used to evaluate loans that possess characteristics distinct from existing loan groups evaluated on a pooled basis within the portfolio and, thus, in the determination of the adequacy of its allowance for credit losses on loans.

Management further determined that such material weakness did not exist in the remainder of the loan portfolio.

Management, with oversight from the Audit Committee, has determined the above material weakness has been remediated.

In connection with the remediation, the Bank revised loan-related policies, strengthened an existing internal control to improve the identification and accounting for individually evaluated assets, and strengthened an existing internal control to improve the evaluation of pooled loan groups utilized in the Current Expected Credit Loss model.

Except as described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

Amendment to the Bylaws.

On March 10, 2026, the Board of Directors of the Company approved amendments to the Company’s Bylaws.

The amendments updated provisions relating to shareholder meetings, including with respect to remote meetings, confirming that nominations for the election of directors and the proposal of other business must comply with the procedures set forth in the Company's Amended and Restated Articles of Incorporation and that nominations must also comply with Rule 14a - 19 under the Exchange Act and providing for one or more election inspectors, removed the mandatory retirement provision for directors, removed certain provisions otherwise addressed by applicable law or practice in order to make the Bylaws less prescriptive, and made other non-substantive conforming and administrative changes.

The Company’s Corporate Governance Policy now addresses matters relating to director retirement age.

The amendments became effective on approval.

The amendments did not alter the rights of security holders in any material respect.

The foregoing summary is qualified in its entirety by reference to the full text of the amended Bylaws, a copy of which is filed as Exhibit 3.2 to this Form 10‑K and is incorporated herein by reference.

Rule 10b5 - 1 Trading Plans.

During the fiscal quarter ended December 31, 2025 , no director or officer of First Northwest adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as each term is defined in Item 408 (a) of Regulation S-K.

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Directors, Executive Officers and Corporate Governance

The information regarding the Company's directors contained under the section captioned "Proposal 1 – Election of Directors" in the Company’s proxy statement, a copy of which will be filed with the SEC no later than 120 days after December 31, 2024, (the "Proxy Statement"), is incorporated herein by reference.

The information regarding the Company's directors and committees contained under the section captioned "Proposal 1 – Election of Directors" in the Company’s proxy statement, a copy of which will be filed with the SEC no later than 120 days after December 31, 2025 , (the "Proxy Statement"), is incorporated herein by reference.

For information regarding the executive officers of the Company and the Bank, see the information contained under the section captioned "Item 1.

Business - Information About Our Executive Officers," which is incorporated by reference.

The Company has an audit committee.

The members of the Audit Committee are directors Lynn Terwoerds (Chairperson), Sherilyn Anderson, Dana Behar, Sean Brennan, and Cindy Finnie.

Each member of the Audit Committee is "independent" as defined in the Nasdaq Stock Market listing standards.

The Board of Directors has determined that Ms.

Anderson meets the definition of "audit committee financial expert," as defined by the SEC.

The Board of Directors has adopted a Code of Ethics for the Company’s officers (including its principal executive officer and senior financial officers), directors and employees.

The Company’s Code of Ethics is posted on the Investor Relations section of our website at www.ourfirstfed.com.

The information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 included in the section captioned "Delinquent Section 16(a) Reports" in the Proxy Statement is incorporated herein by reference.

The Company has adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The information regarding compliance with Section 16 (a) of the Exchange Act included in the section captioned "Delinquent Section 16 (a) Reports" in the Proxy Statement is incorporated herein by reference.

The information regarding the Company's insider trading policy in the section captioned "Corporate Governance and Board Matters" in the Proxy Statement is incorporated herein by reference.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Company's Board of Directors.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained in the sections captioned "Principal Shareholders" and "Beneficial Ownership by Directors and Named Executive Officers" in the Proxy Statement is incorporated herein by reference.

The following table summarizes share and exercise price information about First Northwest Bancorp's equity compensation plans as of December 31, 2024.

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 remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders:

First Northwest Bancorp 2020 Equity Incentive Plan (1)

Equity compensation plans not approved by security holders

(1) Shareholders approved the First Northwest Bancorp 2020 Equity Incentive Plan (the "2020 Plan") on May 5, 2020.

As of December 31, 2024, 90,144 restricted shares were outstanding under the 2020 Plan and no stock options have been awarded.

The restricted shares will vest in equal annual installments over periods of up to three years.

All of the shares shown in column (c) may be granted under the 2020 Plan in the form of restricted shares, as well as other types of awards.

No additional awards may be made under the First Northwest Bancorp 2015 Equity Incentive Plan (the "2015 Plan"), which was approved by shareholders on November 16, 2015.

As of December 31, 2024, 6,920 restricted shares and no options remained outstanding under the 2015 Plan.

The information contained in the sections captioned "Principal Shareholders," "Beneficial Ownership by Directors and Named Executive Officers" and "Securities Authorized for Issuance under Equity Compensation Plans" in the Proxy Statement is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information contained in the sections captioned "Corporate Governance and Board Matters – Transactions with Related Persons" and "Corporate Governance and Board Matters – Director Independence" in the Proxy Statement is incorporated herein by reference.

Information contained in the paragraphs titled "Transactions with Related Persons" and "Director Independence" included within the "Corporate Governance and Board Matters" section in the Proxy Statement is incorporated herein by reference.

Principal Accounting Fees and Services

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Financial Statements.

For a list of the financial statements filed as part of this report see Part II – Item 8.

For a list of the financial statements filed as part of this report see Part II – Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.

Financial Statement Schedules.

All schedules have been omitted as the required information is either inapplicable or contained in the Consolidated Financial Statements or related Notes contained in Part II, Item 8, "Financial Statements and Supplementary Data," of this Form 10-K.

Exhibits required by Item 601 of Regulation S-K:

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Articles of Incorporation of First Northwest Bancorp, as amended June 3, 2022

Bylaws of First Northwest Bancorp as amended effective June 3, 2022

Bylaws of First Northwest Bancorp as amended effective March 10, 2026

Indenture, Including Forms of 3.75% Fixed-to-Floating Rate Subordinated Notes due 2031

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Form of First Northwest Bancorp 2015 Equity Incentive Plan Restricted Stock Award Agreement as amended effective November 23, 2020

Employment Agreement with Matthew P.

Deines dated December 7, 2024

First Fed Bank Executive Change in Control Plan

First Fed Bank Amended Executive Change in Control Plan

First Northwest Bancorp 2020 Equity Incentive Plan

Form of First Northwest Bancorp 2020 Equity Incentive Plan Restricted Share Award Agreement

First Fed 2024 Officer Incentive Plan

First Fed 2025 Executive Officer Incentive Plan

Non-Employee Director Compensation Policy

Employment Agreement with Curt Queyrouze dated September 11, 2025

Letter Agreement, dated as of July 9, 2025, between First Northwest Bancorp and Geraldine L.

Executive Separation and Release Agreement, dated as of July 9, 2025, between the Company and Matthew P.

Executive Separation and Release Agreement, dated as of August 9, 2025, between the Company and Christopher Riffle

Loan Agreement, dated as of May 20, 2022, by and between First Northwest Bancorp and NexBank

Security Agreement, dated as of May 20, 2022, by and between First Northwest Bancorp and NexBank

Revolving Credit Note dated May 20, 2022, of First Northwest Bancorp

Revolving Promissory Note, dated May 20, 2022, of First Northwest Bancorp

First Amendment and Waiver to Loan Agreement, dated May 23, 2025, by and between First Northwest Bancorp and NexBank

Second Amendment to Loan Agreement, dated November 18, 2025, by and between First Northwest Bancorp and NexBank

Amended and Restated Revolving Promissory Note, dated November 18, 2025, of First Northwest Bancorp

Agreement for the Purchase and Sale of Real Property by and between First Fed Bank and Mountainseed Real Estate Services, LLC**

Letter from Moss Adams LLP to the Securities and Exchange Commission dated June 3, 2025

Insider Trading Policy

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Compensation Clawback Policy

The following materials from First Northwest Bancorp's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline Extensible Business Reporting Language (XBRL):

The following materials from First Northwest Bancorp's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL):

(1) Consolidated Balance Sheets;

(2) Consolidated Statements of Operations;

(3) Consolidated Statements of Comprehensive (Loss) Income;

(3) Consolidated Statements of Comprehensive Income (Loss);

(4) Consolidated Statements of Changes in Shareholders' Equity;

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March 12, 2026

/s/Matthew P.

/s/ Curt Queyrouze

Curt Queyrouze

President, Chief Executive Officer and Director

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/Matthew P.

March 13, 2025

/s/ Curt Queyrouze

President, Chief Executive Officer and Director

March 12, 2026

Curt Queyrouze

(Principal Executive Officer)

/s/Geraldine Bullard

/s/ Phyllis R.

Executive Vice President and Chief Financial Officer

March 12, 2026

Geraldine Bullard

Executive Vice President, Chief Financial Officer and Chief Operating Officer

(Principal Financial and Accounting Officer)

March 13, 2025

Chair of the Board and Director

March 12, 2026

/s/ Sherilyn G.

Co-Vice Chair of the Board and Director

March 12, 2026

Co-Vice Chair of the Board and Director

March 12, 2026

/s/ Johanna A.

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March 12, 2026

March 13, 2025

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