$FNRN·8-K

FIRST NORTHERN COMMUNITY BANCORP · Jan 27, 2:13 PM ET

FIRST NORTHERN COMMUNITY BANCORP 8-K

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First Northern Community Bancorp Amends Bylaws on Director Qualifications

What Happened
First Northern Community Bancorp announced on its Form 8-K that its Board of Directors approved an amendment to the Company’s Amended and Restated Bylaws on January 22, 2026. The change (to Section 22) permits an exception allowing a Company director to serve as a director, officer, employee, agent, nominee, or attorney of a finance company if at least two-thirds (2/3) of the Company’s Board affirmatively approves the exception. The 8-K was filed on January 27, 2026 and includes the amended bylaws as Exhibit 3.1.

Key Details

  • Board approval date: January 22, 2026; 8-K filing date: January 27, 2026.
  • Amendment modifies Section 22 of the bylaws to allow specified finance-company roles for a director.
  • Exception requires affirmative vote of at least two-thirds (2/3) of the Company’s Board.
  • Amended bylaws are attached to the filing as Exhibit 3.1.

Why It Matters
This is a corporate governance change that gives the Board flexibility to permit directors to hold certain roles with finance companies, subject to a supermajority Board approval. For investors, it signals a formal process for handling potential overlaps between director duties at First Northern and roles at outside finance firms; it does not report changes to management, finances, or operations and therefore has no immediate impact on earnings or strategy disclosed in the filing.