M&A - First Financial Northwest, Inc.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925034275

Filing Summary: On April 11, 2025, First Financial Northwest, Inc. completed an asset sale to Global Federal Credit Union. The transaction involved Global acquiring substantially all of the assets and assuming substantially all liabilities of First Financial Northwest Bank for a total cash payment of $228.7 million. Following this sale, First Financial Northwest intends to initiate delisting from Nasdaq, with plans to file a Notification of Removal from Listing using Form 25. Subsequently, First Financial Northwest will seek to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934.

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Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925024065

Filing Summary: On March 14, 2025, First Financial Northwest, Inc. (the Company) and Global Federal Credit Union announced a press release regarding the upcoming acquisition of substantially all assets and assumption of liabilities of First Financial Northwest Bank by Global. The acquisition, referred to as the Asset Sale, is expected to be finalized on April 11, 2025, contingent on meeting the closing conditions outlined in the Purchase and Assumption Agreement established on January 10, 2024. The press release is attached as Exhibit 99.1 in the filing.

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Form Type: POS AM

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925023490

Filing Summary: First Financial Northwest, Inc. filed a Post-Effective Amendment No. 1 to its Form S-3 Registration Statement on March 13, 2025. This amendment pertains to the acquisition agreement dated January 10, 2024, with Global Federal Credit Union, whereby Global will acquire substantially all of the assets and assume most liabilities of First Financial Northwest Bank, a wholly-owned subsidiary of the Registrant. Following this acquisition, First Financial Northwest, Inc. and the Bank will settle their obligations, distribute remaining cash to shareholders, and dissolve. The amendment also notes the termination of the offering of securities registered under their previous registration statement with the removal of any unsold securities from registration, in compliance with regulatory requirements.

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Form Type: S-8 POS

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925023491

Filing Summary: This document serves as a Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-152928 for First Financial Northwest, Inc. It indicates the termination of a securities offering related to the company's 2008 Equity Incentive Plan due to an acquisition agreement with Global Federal Credit Union. The document details the acquisition of substantially all assets and liabilities of First Financial Northwest Bank, a wholly-owned subsidiary of First Financial Northwest, Inc. Following the acquisition, the remaining obligations will be settled, cash will be distributed to shareholders, and the entities will be dissolved. Consequently, this amendment removes from registration all unsold securities under the original registration statement as of this date.

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Form Type: S-8 POS

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925023494

Filing Summary: This document represents Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-212029 for First Financial Northwest, Inc. It pertains to the registration of shares issuable under the First Financial Northwest, Inc. 2016 Equity Incentive Plan. The amendment indicates that First Financial Northwest, Inc. has entered into a Purchase and Assumption Agreement with Global Federal Credit Union, under which Global will acquire substantially all assets and assume all liabilities of First Financial Northwest Bank, a wholly-owned subsidiary. Following this acquisition, both the Registrant and the Bank will settle remaining obligations, distribute cash to shareholders, and proceed with dissolution. Consequently, the offering of securities has been terminated, and this amendment removes any unsold securities from registration under the previous statement.

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Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925022978

Filing Summary: On March 12, 2025, Global Federal Credit Union and First Financial Northwest, Inc. announced that they received the necessary regulatory approval from the National Credit Union Administration for Global to acquire virtually all the assets and assume all liabilities, including deposits, of First Financial Northwest Bank. This acquisition, referred to as the Asset Sale, is outlined in the Purchase and Assumption Agreement dated January 10, 2024. The completion of the Asset Sale is anticipated in the early part of the second quarter of 2025, which is contingent upon fulfilling certain closing conditions specified in the agreement. A press release detailing this information was also issued and is included as Exhibit 99.1.

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