First Northern Community Bancorp (FNRN) sets new executive retirement benefits

Rhea-AI Filing Summary

First Northern Community Bancorp adopted new retirement and retention arrangements for two senior executives. On January 6, 2026, its subsidiary First Northern Bank entered into an Executive Retirement/Retention Participation Agreement with Executive Vice President and Chief Financial Officer Kevin Spink. Awards under this agreement are tied to annual performance goals set by the Compensation Committee and generally vest when he reaches age 65, with accelerated vesting if his employment ends under specified conditions, including certain terminations without cause, for good reason, after a change in control, or due to death or disability.

The company also entered into a Supplemental Executive Retirement Plan Participation Agreement with Executive Vice President and Chief Credit Officer Brett Hamilton. For Mr. Hamilton, the plan credits additional years of service if his employment ends at or after ages 60 or 62, and provides a minimum annual benefit of $50,000 paid monthly. If he is terminated without cause or resigns for good reason within 24 months after a change in control, his benefit will be at least the actuarial equivalent of service accrued to age 65 and will be paid in a lump sum.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 6, 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 5.02  DEPARTURE OF DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On January 6, 2026, First Northern Bank, the wholly-owned subsidiary of First Northern Community Bancorp (the Company) entered into an Executive Retirement/Retention Participation Agreement with Executive Vice President/Chief Financial Officer Kevin Spink, the intended purpose of which is to provide a supplementary Executive Retirement/Retention award (Award) to the executive. The size of the Award is based on the achievement of annual performance goals as determined in advance by the Company’s Compensation Committee.  Mr. Spink will become fully vested in his Awards as of his 65^th birthday, provided he remains in continuous service with the Company through this date. If his employment is terminated for "cause" or if he resigns without "good reason" before his 65^th birthday, he will forfeit any unvested Awards.  However, if he is terminated (i) without "cause," (ii) voluntarily for "good reason," (iii) for any reason within 24 months after a "change in control" (as each term is defined in the agreement), or (iv) due to his death or disability, 100% of his Awards will be vested.(e) On January 6, 2026, the Company entered into a Supplemental Executive Retirement Plan Participation Agreement with Executive Vice President/Chief Credit Officer Brett Hamilton, subject to the terms of the Supplemental Executive Retirement Plan (Plan), except that for purposes of calculating the amount and length of payment of the Plan benefit, Mr. Hamilton will be credited with two (2) additional years of service if Mr. Hamilton’s termination of employment occurs on or after his 60^th birthday but prior to age 62, and he will be credited with four (4) additional years of service if his termination of employment occurs on or after his 62^nd birthday, in each case subject to a minimum annual benefit of $50,000, paid in monthly installments.  If Mr. Hamilton is involuntarily terminated without “cause” or voluntarily for “good reason” within 24 months after a “change in control” (as each term is defined in the agreement), then his Plan benefit will be no less than the actuarial equivalent of the benefit he would receive if he accrued service to age 65 and will be payable in a lump sum.

The foregoing summary is not complete and is qualified in its entirety by reference to the Executive Retirement/Retention Participation Agreement between First Northern Bank and Executive Vice President/Chief Financial Officer Kevin Spink and the Supplemental Executive Retirement Plan Participation Agreement between First Northern Bank and Executive Vice President/Chief Credit Officer Brett Hamilton, a copy of each of which is attached hereto as Exhibit 10.1 and 10.2, respectively, to this Form 8-K and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
10.1	Executive Retirement/Retention Participation Agreement between First Northern Bank and Executive Vice President/Chief Financial Officer Kevin Spink, effective January 6, 2026
10.2	Supplemental Executive Retirement Plan Participation Agreement between First Northern Bank and Executive Vice President/Chief Credit Officer Brett Hamilton, effective January 6, 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 12, 2026

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

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Executive Retirement/Retention Participation Agreement between First Northern Bank and Executive Vice President/Chief Financial Officer Kevin Spink, effective January 6, 2026
10.2	Supplemental Executive Retirement Plan Participation Agreement between First Northern Bank and Executive Vice President/Chief Credit Officer Brett Hamilton, effective January 6, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

FAQ

What executive agreements did First Northern Community Bancorp (FNRN) approve?

First Northern Community Bancorp approved an Executive Retirement/Retention Participation Agreement for Executive Vice President/Chief Financial Officer Kevin Spink and a Supplemental Executive Retirement Plan Participation Agreement for Executive Vice President/Chief Credit Officer Brett Hamilton, each effective January 6, 2026.

How does Kevin Spink’s new retirement/retention award at FNRN work?

Under the agreement, Kevin Spink receives a supplementary Executive Retirement/Retention award based on annual performance goals set by the Compensation Committee. He becomes fully vested in his awards at age 65 if he remains in continuous service. If he is terminated without cause, resigns for good reason, experiences a qualifying change in control event, or leaves due to death or disability, 100% of his awards vest.

What are the key terms of Brett Hamilton’s Supplemental Executive Retirement Plan at FNRN?

Brett Hamilton participates in the Supplemental Executive Retirement Plan with special terms. If his employment ends on or after age 60 but before 62, he is credited with 2 additional years of service; if on or after age 62, he is credited with 4 additional years. His benefit is subject to a minimum annual payment of $50,000, paid in monthly installments.

What happens to Brett Hamilton’s benefit if there is a change in control at FNRN?

If Brett Hamilton is involuntarily terminated without cause or voluntarily resigns for good reason within 24 months after a change in control, his plan benefit will be no less than the actuarial equivalent of the benefit he would receive if he accrued service to age 65, and this benefit will be paid in a lump sum.

Under what circumstances can Kevin Spink forfeit his awards at First Northern Community Bancorp?

Kevin Spink will forfeit any unvested awards if his employment is terminated for cause or if he resigns without good reason before his 65th birthday. In those cases, vesting does not accelerate and unvested portions are lost.

Where can investors find the full details of FNRN’s new executive retirement agreements?

The complete terms are set out in the Executive Retirement/Retention Participation Agreement for Kevin Spink and the Supplemental Executive Retirement Plan Participation Agreement for Brett Hamilton, filed as Exhibits 10.1 and 10.2, respectively.