Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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:
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):
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 September 17, 2025, the Board of Directors (the “Board”) of First Northern Community Bancorp, a California corporation (the “Company,” “we” or “us”), approved amendments to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective
September 17, 2025, that permit the Company to issue uncertificated securities. Sections 71 and 72 of the Company’s Bylaws were amended in order for the shares of Company stock to be eligible to participate in a Direct Registration System (DRS),
which requires that the Company’s stock be permitted to be issued in uncertificated form, and to make certain additional conforming changes.
The following is a summary of the amendments to the Bylaws, which are stated in their entirety in Exhibit 3.1
to this Current Report on Form 8-K.
Designated the existing Section 71 of the Bylaws as subsection (a) of Section 71 of the
Bylaws:
“71. Certificate for Shares; Uncertificated Shares
(a) A certificate or certificates for shares of the capital stock of this Corporation shall be issued to each
shareholder when any of these shares are fully paid. All certificates shall be signed in the name of this Corporation by the Chairman of the Board, or the President or vice president, and by the Chief Financial Officer or the Secretary or an
assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that
person were an officer, transfer agent, or registrar at the date of issue.”
Added a new subsection (b) of Section 71 of the Bylaws:
“(b) The Corporation may, in lieu of issuing shares of capital stock in certificated form as provided in Section 71(a)
of this Article VIII, in compliance with Section 416(b) of the California Corporations Code, issue shares of capital stock in book entry form, or other means not involving any issuance of certificates, either directly or through the services
of a transfer agent and registrar appointed by the Corporation; provided, however, that the registered holder of any shares of capital stock issued in book entry or other uncertificated form shall have the right, upon written request to the
Corporation or the Corporation’s designated transfer agent and registrar, to receive a certificate or certificates complying with Section 71(a) of this Article VIII evidencing shares of capital stock that had theretofore been issued to such
shareholder in book entry or other uncertificated form.”
Deleted the existing Section 72 of the Bylaws and substituted the following in lieu
thereof:
“72. Lost Certificates.
Except as provided in this section, no new certificates for shares shall be issued to
replace an old certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by
it that is alleged to have been lost, stolen or destroyed, and may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to make an affidavit stating that the certificate was lost, stolen or
destroyed and to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.”
The foregoing description of the Amended Bylaws of the Company, as
amended effective September 17, 2025, does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws of the Company, as amended effective September 17, 2025, which is filed
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:
3.1 Amended and Restated Bylaws of First Northern Community Bancorp,
as amended September 17, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: September 22, 2025
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FIRST NORTHERN COMMUNITY BANCORP
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By:
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/s/ Jeremiah Z. Smith
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Jeremiah Z. Smith
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President/Chief Executive Officer
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