Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure controls and procedures. 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. 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.
This process includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; 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. 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.
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. 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, 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. 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.
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Item 9B. 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.
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
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 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 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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Item 11. Executive Compensation
The information contained in the sections captioned "Executive Compensation" and "Director Compensation" in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accounting Fees and Services
The information contained under the section captioned "Proposal 5 – Ratification of Appointment of Independent Auditor" in the Prox y Statement is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules
( a) 1. Financial Statements.
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.
2. 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 Annual Report on Form 10-K.
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3. Exhibits required by Item 601 of Regulation S-K:
Exhibit No.
Exhibit Description
Filed Herewith
Form
Original Exhibit No.
Filing Date
3.1
Articles of Incorporation of First Northwest Bancorp, as amended June 3, 2022
10-Q
3.1
8/12/2022
3.2
Bylaws of First Northwest Bancorp as amended effective March 10, 2026
X
4.1
Indenture, Including Forms of 3.75% Fixed-to-Floating Rate Subordinated Notes due 2031
8-K
4.1
3/25/2021
4.2
Description of Common Stock
10-Q
4.1
8/12/2022
10.1*
First Northwest Bancorp 2015 Equity Incentive Plan
10-K
10.1
3/15/2019
10.2*
Form of First Northwest Bancorp 2015 Equity Incentive Plan Restricted Stock Award Agreement as amended effective November 23, 2020
10-K
10.2
3/15/2021
10.3*
First Fed Bank Amended Executive Change in Control Plan
10-Q
10.2
5/12/2025
10.4*
First Northwest Bancorp 2020 Equity Incentive Plan
10-Q
10.4
5/11/2020
10.5*
Form of First Northwest Bancorp 2020 Equity Incentive Plan Restricted Share Award Agreement
10-Q
10.1
8/10/2020
10.6*
First Fed 2025 Executive Officer Incentive Plan
10-Q
10.1
5/12/2025
10.7*
Non-Employee Director Compensation Policy
10-Q
10.2
5/13/2024
10.8*
Employment Agreement with Curt Queyrouze dated September 11, 2025
8-K
10.1
9/12/2025
10.9*
Letter Agreement, dated as of July 9, 2025, between First Northwest Bancorp and Geraldine L. Bullard
8-K
10.2
7/9/2025
10.10*
Executive Separation and Release Agreement, dated as of July 9, 2025, between the Company and Matthew P. Deines
8-K
10.1
7/9/2025
10.11*
Executive Separation and Release Agreement, dated as of August 9, 2025, between the Company and Christopher Riffle
10-Q
10.3
11/6/2025
10.12
Loan Agreement, dated as of May 20, 2022, by and between First Northwest Bancorp and NexBank
8-K
10.1
5/27/2022
10.13
Security Agreement, dated as of May 20, 2022, by and between First Northwest Bancorp and NexBank
8-K
10.2
5/27/2022
10.14
Revolving Promissory Note, dated May 20, 2022, of First Northwest Bancorp
8-K
10.3
5/27/2022
10.15
First Amendment and Waiver to Loan Agreement, dated May 23, 2025, by and between First Northwest Bancorp and NexBank
X
10.16
Second Amendment to Loan Agreement, dated November 18, 2025, by and between First Northwest Bancorp and NexBank
X
10.17
Amended and Restated Revolving Promissory Note, dated November 18, 2025, of First Northwest Bancorp
X
10.18
Agreement for the Purchase and Sale of Real Property by and between First Fed Bank and Mountainseed Real Estate Services, LLC**
8-K
10.1
1/31/2024
16.1
Letter from Moss Adams LLP to the Securities and Exchange Commission dated June 3, 2025
8-K
16.1
6/4/2025
19.1
Insider Trading Policy
10-K
19.1
3/13/2025
21.1
Subsidiaries of First Northwest Bancorp
X
23.1
Consent of Independent Registered Public Accounting Firm
X
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
X
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
X
32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
X
97.1
Compensation Clawback Policy
10-K
97.1
3/15/2024
101
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 Income (Loss); (4) Consolidated Statements of Changes in Shareholders' Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Denotes a management contract or compensatory plan or arrangement.
** Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
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Item 16. Form 10-K Summary
None.
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.
FIRST NORTHWEST BANCORP
Dated:
March 12, 2026
/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.
Name
Title
Date
/s/ Curt Queyrouze
President, Chief Executive Officer and Director
March 12, 2026
Curt Queyrouze
(Principal Executive Officer)
/s/ Phyllis R. Nomura
Executive Vice President and Chief Financial Officer
March 12, 2026
Phyllis R. Nomura
(Principal Financial and Accounting Officer)
/s/ Cindy H. Finnie
Chair of the Board and Director
March 12, 2026
Cindy H. Finnie
/s/ Sherilyn G. Anderson
Co-Vice Chair of the Board and Director
March 12, 2026
Sherilyn G. Anderson
/s/ Sean P. Brennan
Co-Vice Chair of the Board and Director
March 12, 2026
Sean P. Brennan
/s/ Johanna A. Bartee
Director
March 12, 2026
Johanna A. Bartee
/s/ Dana D. Behar
Director
March 12, 2026
Dana D. Behar
/s/ Diane C. Davis
Director
March 12, 2026
Diane C. Davis
/s/ Gabriel S. Galanda
Director
March 12, 2026
Gabriel S. Galanda
/s/ Lynn A. Terwoerds
Director
March 12, 2026
Lynn A. Terwoerds
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