First Northern Community Bancorp (FNRN) loosens director rules on finance company roles

Rhea-AI Filing Summary

First Northern Community Bancorp reported a change to its corporate bylaws approved by its Board of Directors on January 22, 2026. The amendment updates Section 22 of the Amended and Restated Bylaws to address when a director may also be involved with a finance company.

Under the revised provision, a Company director may serve as a director, officer, employee, agent, nominee, or attorney of a finance company if this dual role is approved by at least two-thirds of the members of the Board. This creates a formal exception process while keeping a high approval threshold. The full amended and restated bylaws, as of January 22, 2026, are provided as Exhibit 3.1 to the report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 22, 2026

FIRST NORTHERN COMMUNITY BANCORP

(Exact Name of Registrant as Specified in Its Charter)

000-30707

(Commission File Number)

California	68-0450397
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

195 N FIRST STREET

DIXON, California 95620

(Address of principal executive offices, including zip code)

(707) 678-3041

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
FNRN		FNRN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 22, 2026, the Board of Directors (the “Board”) of First Northern Community Bancorp, a California corporation (the “Company,” “we” or “us”), approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective January 22, 2026, pertaining to the qualification of directors who serve on the Board of Directors of the Corporation.  This amendment revised Section 22 of the Bylaws to permit an exception for a director of the Company to serve as a director, officer, employee, agent, nominee, or attorney of a finance company, if approved by the affirmative vote of at least two-thirds (2/3’s) of the members of the Board of Directors of the Company.

The foregoing is a summary of the amendment to the Bylaws, and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Bylaws, as so amended, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.	Description
3.1	Amended and Restated Bylaws of First Northern Community Bancorp, as amended January 22, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 27, 2026

	FIRST NORTHERN COMMUNITY BANCORP
	By:	/s/Jeremiah Z. Smith
		Jeremiah Z. Smith
		President/Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Amended and Restated Bylaws of First Northern Community Bancorp, as amended January 22, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

FAQ

What bylaw change did First Northern Community Bancorp (FNRN) disclose?

The company disclosed an amendment to Section 22 of its Amended and Restated Bylaws concerning the qualification of directors who serve on its Board of Directors.

How does the new bylaw affect First Northern (FNRN) directors involved with finance companies?

The amendment allows a director to serve as a director, officer, employee, agent, nominee, or attorney of a finance company if approved by an affirmative vote of at least two-thirds of the Board.

When did First Northern Community Bancorp (FNRN) approve the bylaw amendment?

The Board of Directors approved the amendment to the bylaws on January 22, 2026, and it became effective the same day.

Where can investors see the full text of First Northern’s amended bylaws?

The full text of the Amended and Restated Bylaws, as amended January 22, 2026, is filed as Exhibit 3.1 to the current report.

Who signed the First Northern Community Bancorp (FNRN) 8-K related to the bylaw change?

The report was signed on behalf of the company by Jeremiah Z. Smith, President and Chief Executive Officer.

Does the First Northern (FNRN) 8-K include any financial statements?

The 8-K lists exhibits under Item 9.01, including the amended bylaws and a cover page interactive data file, but it focuses on the governance change to the bylaws.