FNWB Adds Independent Director Diane C. Davis; $50K Stock Grant Disclosed

Form 8-K – Director Appointment On 23 Jul 2025, First Northwest Bancorp ("FNWB") and subsidiary First Fed Bank elected Diane C. Davis to their Boards effective immediately.

Rhea-AI Filing Summary

Form 8-K – Director Appointment

On 23 Jul 2025, First Northwest Bancorp ("FNWB") and subsidiary First Fed Bank elected Diane C. Davis to their Boards effective immediately. Her term runs until the 2026 Annual Meeting, when she is expected to stand for re-election.

• The Board determined Ms. Davis meets NASDAQ/SEC independence standards.
• Committee assignments: Nominating & Corporate Governance Committees (Company and Bank) and First Fed Board Loan Committee.
• No related-party transactions or family relationships were reported.
• 2025 director cash compensation: $36,530 annual retainer plus $2,800 for each standing committee; paid monthly; no meeting fees.
• Equity grant: common stock valued at $50,000 (priced 6 Sep 2025) vesting in three equal annual tranches beginning 7 Sep 2026.

The filing is limited to governance matters; it contains no financial results, guidance, or strategic transaction disclosures.

Positive

• Election of independent director Diane C. Davis strengthens board oversight and aligns with NASDAQ governance standards.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: New independent director modestly enhances governance; financial impact immaterial.

Davis’ appointment fulfills independence criteria and diversifies committee membership, a positive signal for shareholders seeking robust oversight. Compensation aligns with peer norms and is unlikely to affect financials. Absence of related-party dealings mitigates potential conflicts. Overall, the event is governance-positive but not financially material.

Portfolio Manager

TL;DR: Board refresh welcomed; no change to investment thesis.

Adding an experienced, independent voice can incrementally reduce governance risk, yet does not alter earnings outlook or capital allocation. Stock award dilution is de minimis (<0.1% of shares). I view the news as neutral for valuation and would not adjust position sizing.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did First Northwest Bancorp (FNWB) announce in its July 23 2025 Form 8-K?

The company elected Diane C. Davis as an independent director effective immediately.

How long will Diane C. Davis serve before re-election?

Her current term runs until the 2026 Annual Meeting of Shareholders.

What committees will Ms. Davis join at FNWB and First Fed Bank?

She will serve on the Nominating & Corporate Governance Committees and First Fed’s Board Loan Committee.

What compensation will Ms. Davis receive for board service?

Cash: $36,530 annual retainer plus $2,800 per committee. Equity: $50,000 in stock vesting over three years from 7 Sep 2026.

Are there any related-party transactions involving Ms. Davis?

No. The filing states no transactions requiring disclosure under Item 404(a) and no family relationships.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/23/2025 - 09:15 AM EDT Learn about SEC filing dates

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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): July 22, 2025

FIRST NORTHWEST BANCORP

(Exact name of registrant as specified in its charter)

Washington		001-36741		46-1259100
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

105 West 8th Street, Port Angeles, Washington	98362
(Address of principal executive offices)	(Zip Code)

(360) 457-0461

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:
Common Stock, par value $0.01 per share		FNWB		The Nasdaq Stock Market LLC

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 Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 23, 2025, the Boards of Directors of First Northwest Bancorp (the "Company") and its banking subsidiary, First Fed Bank ("First Fed"), announced approval of the election of Diane C. Davis as a Director.

Ms. Davis’ term as a Director of the Company is effective immediately and will continue until the 2026 Annual Meeting of Shareholders, at which time it is anticipated that she will be nominated for re-election by the shareholders. The Company's Board has determined that Ms. Davis meets the requirements for director independence under the listing standards of The NASDAQ Stock Market LLC and applicable rules of the Securities and Exchange Commission. Ms. Davis was appointed to serve on the Nominating and Corporate Governance Committee for both the Company and First Fed. She was also appointed to serve on the Board Loan Committee for First Fed.

There are no transactions in which Ms. Davis has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Ms. Davis and any other executive officer or director of the Company or First Fed. Other than the compensation arrangements described below, there is no arrangement or understanding between Ms. Davis and any other persons or entities pursuant to which Ms. Davis will be elected as a Director of the Company.

Ms. Davis will receive compensation for her services as a Director consistent with the Company’s standard practices for non-employee (outside) Directors. For 2025, outside Directors receive an annual retainer of $36,530. Annual retainers for committee service are $4,800 for the Audit Committee and $2,800 for each other standing committee of the Company. All retainers are paid in equal monthly installments. The Chair and committee chairs receive additional annual retainers. Directors do not receive a fee for meeting attendance. Ms. Davis will receive shares of the Company’s common stock equivalent in value to $50,000 (based on the closing market price on September 6, 2025), vesting in three equal annual installments beginning September 7, 2026. No additional compensation is paid to Directors for service on the First Fed Board.

A copy of the press release issued by the Company on July 23, 2025, regarding the foregoing is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release dated July 23, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

		FIRST NORTHWEST BANCORP
Date:	July 23, 2025	/s/Geraldine L. Bullard
		Geraldine L. Bullard
		Interim Chief Executive Officer, Chief Operating Officer, and Executive Vice President