8-K

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 26, 2024

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 March 26, 2024, 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 Sean P. Brennan as a Director, expanding the number of directors of both Boards to ten.

Mr. Brennan’s term as a Director of the Company is effective immediately and will continue until the 2024 Annual Meeting of Shareholders, at which time it is anticipated that he will be nominated for re-election by the shareholders. The Company's Board has determined that Mr. Brennan 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. Mr. Brennan was appointed to serve on the Audit (and Compliance) Committee and Compensation Committee for both the Company and First Fed. He was also appointed to serve on the Board Loan Committee for First Fed.

There are no transactions in which Mr. Brennan has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Brennan 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 Mr. Brennan and any other persons or entities pursuant to which Mr. Brennan will be elected as a Director of the Company.

Mr. Brennan will receive compensation for his services as a Director consistent with the Company’s standard practices for non-employee (outside) Directors. For 2024, outside Directors receive an annual retainer of $36,530. Annual retainers for committee service are $4,800 for the Audit Committee, $3,000 for the F3P 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. In addition, consistent with the policy for first-time directors, Mr. Brennan will receive shares of the Company’s common stock equivalent in value to $50,000 (based on the closing market price on May 6, 2024), vesting in three equal annual installments beginning May 7, 2025. 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 March 27, 2024, 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 March 27, 2024
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:	March 27, 2024	/s/Matthew P. Deines
		Matthew P. Deines
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Contact:        Matthew P. Deines President & CEO (360) 457-0461

Sean Brennan Appointed to First Fed Board

PORT ANGELES, Wash., March 27, 2024 (GLOBE NEWSWIRE) -- First Fed Bank, subsidiary of First Northwest Bancorp (NASDAQ: FNWB), announced today that Sean Brennan has been appointed to the Board of Directors.

“Sean is a respected, results-oriented leader with over 35 years of financial industry experience. As a commercial banking executive, he built an impressive track record of consistent loan and deposit growth. Sean will bring valuable insight and diligent oversight to our board,” said Matt Deines, President and CEO of First Fed Bank and FNWB.

“First Fed has a strong reputation for conservative financial management and community service. As a native of Aberdeen, it is an honor to serve on the board of the only public company headquartered on the Olympic Peninsula. I’m looking forward to contributing to First Fed’s legacy and growth throughout the Northwest,” said Brennan.

Previously Brennan was President and Chief Lending Officer of Puget Sound Bank, a financial institution he cofounded in 2005 and led through an acquisition by Heritage Bank NW in 2018. After the merger, he served as Senior Vice President, Regional Commercial Banking Director and then Corporate Banking Development Consultant for Heritage Bank NW. Prior to cofounding Puget Sound Bank, Brennan held leadership roles at Washington Trust Bank and US Bancorp.

Currently Brennan serves on the boards of Plymouth Housing, one of the largest providers of permanent support housing in Seattle, and of Uwajimaya, a family-owned supermarket chain headquartered in the Seattle Chinatown-International District. His past board membership includes Aboda, Downtown Emergency Service Center, and St. Joseph School Endowment. Additionally, Brennan served on advisory boards for Seattle University.

About the Company

First Northwest Bancorp (Nasdaq: FNWB) is a financial holding company engaged in investment activities including the business activity of its subsidiary, First Fed Bank, along with other fintech partnerships. First Fed is a small business-focused financial institution which has served its customers and communities since 1923. Currently First Fed has 18 locations in Washington state including 12 full-service branches. First Fed’s business and operating strategy is focused on building sustainable earnings by delivering a full array of financial products and services for individuals, small business, and commercial customers. Additionally, First Fed focuses on strategic partnerships with financial technology (“fintech”) companies to develop and deploy digitally focused financial solutions to meet customers’ needs on a broader scale. FNWB also invests in fintech companies directly as well as through select venture capital partners. In 2022, the Company made a minority investment in Meriwether Group, a boutique investment banking and accelerator firm. First Northwest Bancorp was incorporated in 2012. The Company completed its initial public offering in 2015 under the ticker symbol FNWB and is headquartered in Port Angeles, Washington.

First Fed Bank was recognized by Puget Sound Business Journal as a Best Workplace and top Corporate Philanthropist in 2023. By popular vote, First Fed received 2023 awards for Best Bank in the Best of the Northwest, Best Bank in Readers’ Choice by Cascadia Daily News, Best Bank and Best Financial Advisor in Best of the Peninsula for Clallam County. Also, the community bank received a best-in-state bank award from Forbes in 2021. First Fed is a Member FDIC and equal housing lender.

First Northwest Bancorp press release

March 27, 2024

Forward Looking Statements

Certain matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: increased competitive pressures; changes in the interest rate environment; the credit risks of lending activities; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; and other factors described in the Company’s latest Annual Report on Form 10-K and other filings with the Securities and Exchange Commission ("SEC")-which are available on our website at www.ourfirstfed.com and on the SEC’s website at www.sec.gov.

Note: Transmitted on Globe Newswire on March 27, 2024 at 8:00 a.m. PDT.

XML

Document And Entity Information	Mar. 26, 2024
Document Information [Line Items]
Entity, Registrant Name	FIRST NORTHWEST BANCORP
Document, Type	8-K
Document, Period End Date	Mar. 26, 2024
Entity, Incorporation, State or Country Code	WA
Entity, File Number	001-36741
Entity, Tax Identification Number	46-1259100
Entity, Address, Address Line One	105 West 8th Street
Entity, Address, City or Town	Port Angeles
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98362
City Area Code	360
Local Phone Number	457-0461
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FNWB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001556727