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 19, 2021

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)

Registrant's telephone number, including area 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 8.01 Other Events

On March 19, 2021, First Federal Savings and Loan Association of Port Angeles (the "Bank"), a wholly owned subsidiary of First Northwest Bancorp, entered into a Branch Purchase and Assumption Agreement (the "P&A Agreement") with Sterling Bank and Trust of Southfield, Michigan ("SBT").  Under the terms of the P&A Agreement, the Bank will acquire a single branch of SBT located in Bellevue, Washington.

Consummation of the transaction is subject to standard conditions, including receipt of applicable regulatory approvals.  For information regarding the proposed transaction, reference is made to the press release dated March 22, 2021, which is attached as Exhibit 99.1 and incorporated by reference.

Item 9.01 Financial Statements and Exhibits
(d) Exhibit.	The following exhibit is furnished with this Form 8-K.
Exhibit No.	Description
99.1	Press Release dated March 22, 2021
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 22, 2021	/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

First Northwest Bancorp Announces Purchase of Bellevue, WA Branch

PORT ANGELES, WA – March 22, 2021 – First Northwest Bancorp (NASDAQ: FNWB) (the “Company”), the holding company for First Federal Savings and Loan Association of Port Angeles (“First Fed”), today announced that First Fed has entered into an agreement with Sterling Bank and Trust of Southfield, Michigan (“SBT”) to purchase its Bellevue, Washington branch, subject to applicable regulatory approvals and other customary closing conditions. The agreement includes the purchase of approximately $77.7 million in deposits as of the announcement date and all of SBT’s furniture, fixtures, and equipment at this location, as well as assumption of SBT’s leasehold obligations relating to the branch. The parties expect to close the transaction by the end of the second quarter of 2021 pending the standard regulatory approval process.

Matt Deines, President and CEO said, “On behalf of the Board of Directors and management team, we are excited for this opportunity to expand our presence in the vibrant King County market as we continue to grow our Northwest footprint. We are also delighted to welcome the SBT branch team members to the First Fed team.”

About the Company

First Northwest Bancorp, a Washington corporation, is the bank holding company for First Fed Savings and Loan Association of Port Angeles. First Fed is a Washington state-chartered savings bank primarily serving communities in Western Washington State with eleven banking locations - six located within Clallam and Jefferson counties, two in Kitsap County, two in Whatcom County, and a lending center in King County.

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 as to closing the subject transaction and the business environment in which we operate, any projections of future performance, perceived opportunities in the market, potential future credit or deposit retention 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.

Any of the forward-looking statements that we make in this Press Release and in the other public statements we make may turn out to be incorrect because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, our actual future results may be materially different from those expressed or implied in any forward-looking statements made by us or on our behalf and the Company's operating and stock price performance may be negatively affected. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for fiscal 2021 and beyond to differ materially from those expressed in any forward-looking statements we make and could negatively affect the Company’s operations and stock price performance.

Note: Transmitted on Globe Newswire on March 22, 2021, at 6:30 a.m. PT.

XML

Document And Entity Information	Mar. 19, 2021
Document Information [Line Items]
Entity, Registrant Name	FIRST NORTHWEST BANCORP
Document, Type	8-K
Document, Period End Date	Mar. 19, 2021
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