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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):
December 12, 2024
First Financial Northwest, Inc.
(Exact name of registrant as specified in its charter)
Washington |
|
001-33652 |
|
26-0610707 |
State or other jurisdiction of |
|
Commission |
|
(I.R.S. Employer |
Incorporation |
|
File Number |
|
Identification No.) |
201
Wells Avenue South, Renton, Washington |
| 98057 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number (including
area code) (425) 255-4400
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 |
|
FFNW |
|
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
7.01 Regulation FD Disclosures.*
On December 12, 2024, First Financial Northwest,
Inc. (the “Company”) issued a set of frequently asked questions to employees of the Company and First Financial Northwest
Bank (the “Employee FAQs”) regarding the Company’s pending transaction with Global Federal Credit Union (“Global”),
including updates on expected regulatory approvals, anticipated consummation timing, and range of consideration expected to be received
by Company shareholders.
The foregoing summary of the Employee FAQs does
not purport to be complete and is qualified in its entirety by reference to the complete text of such document, which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Forward-looking statements:
When used in this Current Report on Form 8-K
and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or
other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or
phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,”
“is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended
to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding
future events many of which are inherently uncertain and outside of our control. Forward-looking statements include statements with respect
to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, our pending transaction
with Global Federal Credit Union (“Global”) whereby Global, pursuant to the definitive purchase and assumption agreement (the
“P&A Agreement”), will acquire substantially all of the assets and assume substantially all of the liabilities of the
Bank, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities
in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are
based on current management expectations and may, therefore, involve risks and uncertainties. Actual results may differ, possibly materially
from those currently expected or projected in these forward-looking statements made by, or on behalf of, us and could negatively affect
our operating and stock performance. Factors that could cause our actual results to differ materially from those described in the forward-looking
statements, include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give
rise to the right of one or all of the parties to terminate the P&A Agreement; delays in completing the P&A Agreement; the failure
to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Global transaction, including the P&A Agreement,
on a timely basis or at all; delays or other circumstances arising from the dissolution of the Bank and the Company following completion
of the P&A Agreement; diversion of management’s attention from ongoing business operations and opportunities during the pending
Global transaction; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement
of the Global transaction; adverse impacts to economic conditions in our local market areas, other markets where the Company has lending
relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result
of employment levels, labor shortages and the effects of inflation, a recession or slowed economic growth; changes in the interest rate
environment, including increases or decreases in the Federal Reserve benchmark rate and duration at which such interest rate levels are
maintained, which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability and cost
of capital and liquidity; the impact of inflation and the current and future monetary policies of the Federal Reserve in response thereto;
the effects of any federal government shutdown; increased competitive pressures; legislative and regulatory changes; the impact of bank
failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor
sentiment; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology
systems or on the third-party vendors who perform several of our critical processing functions; effects of critical accounting policies
and judgments, including the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be
incorrect and result in significant declines in valuation; the effects of climate change, severe weather events, natural disasters, pandemics,
epidemics and other public health crises, acts of war or terrorism, civil unrest and other external events on our business; and other
factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed
with or furnished to the Securities and Exchange Commission – that are available on our website at www.ffnwb.com and on the SEC’s
website at www.sec.gov.
Any of the forward-looking statements that
we make in this Current Report on Form 8-K and in the other public statements are based upon management’s beliefs and assumptions
at the time they are made and may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated
above or because of other factors that we cannot foresee. 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.
Item
9.01. Financial Statements and Exhibits.*
* The
information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section,
nor shall it be deemed incorporated by reference in any registration statement or other filings of First Financial Northwest, Inc. under
the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.
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 FINANCIAL NORTHWEST, INC. |
|
|
|
|
DATE: December 12, 2024 |
By: |
/s/ Richard P. Jacobson |
|
|
Richard P. Jacobson |
|
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
FIRST FINANCIAL NORTHWEST, INC.
FIRST FINANCIAL NORTHWEST BANK
Frequently Asked Questions for Employees regarding
Pending Transaction with Global Credit Union
As used herein, “FFNWB” refers
to First Financial Northwest Bank; “FFNW” and the “Company” refer to First Financial Northwest, Inc.; and “Global”
and “Global Credit Union” refer to Global Federal Credit Union.
| 1) | What is the current status of the sale of FFNWB’s assets to Global Credit Union? |
FFNWB and Global continue to work toward a closing.
At this time, the necessary regulatory approvals from FFNWB’s banking regulators have been received; however, Global continues to
pursue regulatory approval from its regulator, the National Credit Union Administration, or NCUA.
| 2) | When will Global receive approval from the NCUA? |
We do not know at this time when regulatory approval
from the NCUA will be received, and there is no assurance that it will ultimately be received.
| 3) | When will the transaction be completed? |
Given that all regulatory approvals have not yet
been received, we currently expect the transaction to be completed in the first quarter of 2025. However, the final timing of the completion
of the transaction has not been determined and will depend upon the timing of regulatory approvals.
| 4) | If I am a shareholder of FFNW, what consideration can I expect to receive? |
We previously disclosed that our expected range
of consideration to be distributed to shareholders in one or more payments following the completion of the transaction would be an aggregate
amount of approximately $23.06 to $23.59 in cash for each share of the Company’s common stock. That range was based on numerous
assumptions, including that the transaction would be completed in the third quarter of 2024. Given the delay of closing and changes to
certain other estimates used in determining the expected range, we now expect the consideration payable to shareholders in one or more
payments to be in the lower end of the previously announced range. As before, our estimates are based upon numerous assumptions, and the
consideration distributable to shareholders is subject to a number of adjustments. Accordingly, shareholders should not assume that the
ultimate per share distribution to shareholders will be equal to or greater than $23.06 per share.
Forward-looking statements:
When used in this document and in other documents
filed with or furnished to the Securities and Exchange Commission (the “SEC”), in documents or other public stockholder communications,
or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,”
“will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,”
“project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent
management’s current expectations and forecasts regarding future events many of which are inherently uncertain and outside of our
control. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions
and statements about, among other things, our pending transaction with Global whereby Global, pursuant to the definitive purchase and
assumption agreement (the “P&A Agreement”), will acquire substantially all of the assets and assume substantially all
of the liabilities of the Bank, expectations of the business environment in which we operate, projections of future performance or financial
items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These
forward-looking statements are based on current management expectations and may, therefore, involve risks and uncertainties. Actual results
may differ, possibly materially from those currently expected or projected in these forward-looking statements made by, or on behalf of,
us and could negatively affect our operating and stock performance. Factors that could cause our actual results to differ materially from
those described in the forward-looking statements, include, but are not limited to, the following: the occurrence of any event, change
or other circumstances that could give rise to the right of one or all of the parties to terminate the P&A Agreement; delays in completing
the P&A Agreement; the failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Global transaction,
including the P&A Agreement, on a timely basis or at all; delays or other circumstances arising from the dissolution of FFNWB and
FFNW following completion of the P&A Agreement; diversion of management’s attention from ongoing business operations and opportunities
during the pending Global transaction; potential adverse reactions or changes to business or employee relationships, including those resulting
from the announcement of the Global transaction; adverse impacts to economic conditions in our local market areas, other markets where
the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without
limitation, as a result of employment levels, labor shortages and the effects of inflation, a recession or slowed economic growth; changes
in the interest rate environment, including increases or decreases in the Federal Reserve benchmark rate and duration at which such interest
rate levels are maintained, which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability
and cost of capital and liquidity; the impact of inflation and the current and future monetary policies of the Federal Reserve in response
thereto; the effects of any federal government shutdown; increased competitive pressures; legislative and regulatory changes; the impact
of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and
depositor sentiment; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information
technology systems or on the third-party vendors who perform several of our critical processing functions; effects of critical accounting
policies and judgments, including the use of estimates in determining the fair value of certain of our assets, which estimates may prove
to be incorrect and result in significant declines in valuation; the effects of climate change, severe weather events, natural disasters,
pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest and other external events on our business;
and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports
filed with or furnished to the Securities and Exchange Commission – that are available on our website at www.ffnwb.com and on the
SEC’s website at www.sec.gov.
Any of the forward-looking statements that
we make in this document and in the other public statements are based upon management’s beliefs and assumptions at the time they
are made and may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or
because of other factors that we cannot foresee. 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.
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