FNRN (FNRN) CEO exercises options, uses 5,897 shares to cover costs

Rhea-AI Filing Summary

First Northern Community Bancorp’s President and CEO Jeremiah Zachary Smith reported an option exercise and related share withholding. On February 10, 2026, he exercised employee stock options for 16,454 shares of common stock at $5.14 per share and disposed of 5,897 shares of common stock at $14.34 per share to cover obligations tied to the transaction. After these moves, he directly owned 140,517 shares of common stock. The underlying stock option for 16,454 shares, granted with vesting at 25% annually over four years beginning on February 18, 2020, was fully exercised and no derivative securities remained from this grant.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Jeremiah Zachary

(Last) (First) (Middle)

195 N. FIRST STREET

P.O. BOX 547

(Street)

DIXON CA 95620

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST NORTHERN COMMUNITY BANCORP [ FNRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO/Director

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		F/K		5,897	D	$14.34	140,517	D
Common Stock	02/10/2026		M/K(1)		16,454	A	$5.14	140,517	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to purchase)	$5.14	02/10/2026		M(1)		16,454		02/18/2020(2)	02/18/2026	Common Stock	16,454	$5.14	0	D

Explanation of Responses:

1. Swapped 5,897 aged shares at $14.34 for 16,454 Option shares at $5.14 to gain a total of 10,557 shares.

2. Stock Options Granted vest 0% upon their grant and 25% annually over 4 years.

	/s/ Devon Camara-Soucy	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did FNRN’s President and CEO report on February 10, 2026?

Jeremiah Zachary Smith reported exercising employee stock options for 16,454 common shares at $5.14 each. In the same transaction, he used 5,897 previously held shares, valued at $14.34, to satisfy obligations connected with the option exercise, resulting in a net share increase.

How many First Northern Community Bancorp (FNRN) shares does the CEO own after this Form 4?

Following the reported transactions, President and CEO Jeremiah Zachary Smith directly beneficially owned 140,517 shares of First Northern Community Bancorp common stock. This figure reflects the completed option exercise and the share disposition used to meet related payment requirements on February 10, 2026.

What was the structure of the stock option exercise reported by FNRN’s CEO?

The CEO exercised an employee stock option covering 16,454 common shares at an exercise price of $5.14. To fund obligations tied to this exercise, 5,897 existing shares at $14.34 were swapped, resulting in a total gain of 10,557 shares according to the explanatory footnote.

What do the transaction codes M and F mean in the FNRN Form 4 filing?

Code M indicates the exercise or conversion of a derivative security, here an employee stock option into 16,454 common shares. Code F indicates disposition of shares to pay the exercise price or tax liability, represented by 5,897 common shares used for that purpose on the same date.

How did the reported transaction affect the CEO’s outstanding FNRN stock options?

The employee stock option with a $5.14 exercise price and expiration on February 18, 2026, covering 16,454 shares, was fully exercised. After this transaction, the number of derivative securities remaining from this grant was reported as zero, indicating that specific option award is now fully used.

What were the vesting terms of the FNRN stock options exercised by the CEO?

The exercised stock options were granted with no vesting at the grant date and then 25% vesting each year over four years. This schedule, described in the footnotes, means the 16,454-share option award became fully vested over time before being completely exercised in February 2026.