First Northern Community Bancorp (FNRN) seeks Nasdaq Capital Market listing

Rhea-AI Filing Summary

First Northern Community Bancorp, parent of First Northern Bank, has submitted an application to list its common stock on the Nasdaq Capital Market and uplist from the OTCQX Market. The company is working to meet Nasdaq’s quantitative and corporate governance standards, but approval is not guaranteed.

The move is described as part of a strategic focus on disciplined growth, strong governance, and broader investor awareness. If Nasdaq approves the application, the stock would trade on the Nasdaq Capital Market instead of the OTCQX Market.

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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): March 24, 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 8.01 OTHER EVENTS.

On March 24, 2026, First Northern Community Bancorp (the Company), the parent company of First Northern Bank, issued a press release announcing that it has applied to uplist its Common Stock from the OTCQX Market to the Nasdaq Capital Market.  The Company is working to satisfy Nasdaq’s quantitative and corporate governance listing requirements. There is no assurance that the Company will ultimately meet the Nasdaq listing requirements or that Nasdaq will approve its listing application. If the listing application is approved, trading of First Northern Community Bancorp’s common stock would shift from the OTCQX Market to the Nasdaq Capital Market.

A copy of the press release is filed as Exhibit 99.1 to this Current Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit No.	Description
99.1	First Northern Community Bancorp Press Release dated March 24, 2026

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: March 24, 2026

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

EXHIBIT INDEX

Exhibit No.	Description
99.1	First Northern Community Bancorp Press Release dated March 24, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

                       

First Northern Community Bancorp Announces Nasdaq Capital Market Listing Application Submission

For immediate release

Dixon, Calif., March 24, 2026 — First Northern Community Bancorp (OTCQX: FNRN), the parent company of First Northern Bank, today announced that it has submitted an application to list its common stock on the Nasdaq Capital Market and uplist from the OTCQX Market. The Company is working to satisfy Nasdaq’s quantitative and corporate governance listing requirements. However, there can be no assurance that the Company will satisfy all listing requirements or that Nasdaq will approve the application.

Pursuing a listing on a national exchange reflects the Company’s continued strategic focus on disciplined growth, strong governance, and expanding awareness among a broader range of investors, while maintaining its long-standing commitment to the communities it serves.

“This application represents a meaningful milestone for First Northern and speaks to the progress we’ve made as an organization. We believe a Nasdaq listing would enhance our visibility in the market and support our ongoing commitment to delivering long-term value for our shareholders,” said Jeremiah Smith, President and CEO of First Northern Community Bancorp.

If approved, the Company’s common stock will begin trading on the Nasdaq Capital Market and would no longer trade on the OTCQX Market.

About First Northern Bank

First Northern Bank is an independent community bank that specializes in relationship banking. The Bank, headquartered in Solano County since 1910, serves Solano, Yolo, Sacramento, Placer, Colusa, and Glenn counties, as well as the west slope of El Dorado County. Experts are available in small business, commercial, real estate, and agribusiness lending, as well as mortgage loans. The Bank is an SBA Preferred Lender. Real estate mortgage and small-business loan officers are available by appointment at any of the Bank’s 14 branches, including Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Sacramento, Roseville, Auburn, Rancho Cordova, Colusa, Willows, and Orland. Non-FDIC insured Investment and Brokerage Services are also available at every branch location. First Northern Bank is rated as a Veribanc “Green-3 Star Blue Ribbon” Bank and a “5-Star Superior” Bank by Bauer Financial for the earnings period ended September 30, 2025 (www.veribanc.com) and (www.bauerfinancial.com). For additional information, please visit thatsmybank.com or call (707) 678-7742. Member FDIC. Equal Housing Lender.

Forward-Looking Statements

This press release and other public statements may include certain “forward-looking statements” about First Northern Community Bancorp and its subsidiaries (the “Company”). These forward-looking statements are based on management’s current expectations, including but not limited to statements about the Company’s strategic initiatives, and focus on growth, capital allocation and enhancing shareholder value, and are subject to certain risks, uncertainties and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors. More detailed information about these risk factors is contained in the Company’s most recent reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent reports on Form 10-K and Form 10-Q, and any reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made. For further information regarding the Company, please read the Company’s reports filed with the SEC and available at www.sec.gov.

Media Contact:

Mike Webber, Senior Vice President and Director of Marketing & Communications (916) 570-1235 mwebber@thatsmybank.com

FAQ

What did First Northern Community Bancorp (FNRN) announce in this 8-K?

First Northern Community Bancorp announced it has submitted an application to list its common stock on the Nasdaq Capital Market. Currently traded on the OTCQX Market, the stock would move to Nasdaq if the application is approved.

Is First Northern Community Bancorp (FNRN) already listed on the Nasdaq Capital Market?

No. First Northern Community Bancorp has only submitted an application to list on the Nasdaq Capital Market. The company clearly notes there is no assurance it will meet all Nasdaq requirements or that Nasdaq will approve the application.

Where is First Northern Community Bancorp’s stock currently traded?

First Northern Community Bancorp’s common stock is currently traded on the OTCQX Market under the symbol FNRN. If Nasdaq approves its application, the shares would begin trading on the Nasdaq Capital Market instead of OTCQX.

Why is First Northern Community Bancorp pursuing a Nasdaq listing?

The company says pursuing a Nasdaq listing aligns with its strategic focus on disciplined growth, strong governance, and broader investor awareness. Management also links the move to its commitment to delivering long-term value for shareholders and serving its local communities.

What risks or uncertainties did First Northern Community Bancorp highlight about the Nasdaq application?

The company cautions there can be no assurance it will satisfy all Nasdaq listing standards or that Nasdaq will approve the application. It also includes standard forward-looking statement language referencing economic, competitive, market, and regulatory risks.

What is First Northern Bank’s business focus and footprint?

First Northern Bank is an independent community bank specializing in relationship banking. It serves multiple Northern California counties with 14 branches, offering small business, commercial, real estate, agribusiness, and mortgage lending, plus non-FDIC insured investment and brokerage services at each branch.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 FIRST NORTHERN COMMUNITY BANCORP PRESS RELEASE DATED MARCH 24, 2026 8.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB