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): June 17, 2020

First Financial Northwest, Inc.
(Exact name of registrant as specified in its charter)

Washington
 
001-33652
 
26-0610707
State or other jurisdiction of
Incorporation
 
Commission
File Number
 
(I.R.S. Employer
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 8.01  Other Events

On June 17, 2020, First Financial Northwest, Inc. (the “Company”), and the Company’s subsidiary First Financial Northwest Bank (the “Bank”) announced that the Company’s Board of Directors authorized the repurchase of up to five percent (5%) of the Company’s outstanding common stock, or approximately 509,000 shares.  The Company will purchase the shares from time to time in the open market or through privately negotiated transactions depending upon market conditions and other corporate considerations.  The new stock repurchase plan will commence on or about July 30, 2020 and will expire after six months. For more information regarding the adoption of the new share repurchase plan a press release is attached as Exhibit 99.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits

(d)         Exhibits

The following exhibit is being filed herewith and this list shall constitute the exhibit index:

99.1 Press Release dated June 17, 2020

2

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: June 17, 2020 
By: /s/Joseph W. Kiley III                                        
 
      Joseph W. Kiley III
 
      President and Chief Executive Officer



3
Exhibit 99.1




 
For more information, contact:
 
Joseph W. Kiley III, President and Chief Executive Officer
 
Rich Jacobson, Executive Vice President and Chief Financial Officer
 
(425) 255-4400


First Financial Northwest, Inc. Announces Adoption of New Share Repurchase Plan

Renton, Washington – June 17, 2020 - First Financial Northwest, Inc. (the “Company”) (NASDAQ GSFFNW), the holding company for First Financial Northwest Bank today announced that its Board of Directors has authorized the repurchase of up to 5.0% of the Company’s outstanding common stock, or approximately 509,000 shares, on the open market or in privately negotiated transactions, in accordance with Rule 10b-18 of the Securities Exchange Act of 1934. The new stock repurchase plan will commence on or about July 30, 2020 and will expire after six months. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. As a result, there can be no assurance as to the exact number of shares, if any, that will be repurchased under the plan.

As of June 16, 2020, the Company has repurchased 214,845 shares of its outstanding common stock at an average price of $11.13 per share under its most recent stock repurchase plan in effect from January 27, 2020 through July 27, 2020, which authorized the repurchase of up to 513,000 shares, or approximately 5.0% of its outstanding common stock.

First Financial Northwest, Inc. is the parent company of First Financial Northwest Bank, an FDIC insured Washington State-chartered commercial bank headquartered in Renton, Washington, serving the Puget Sound Region through 13 full-service banking offices. For additional information about us, please visit our website at ffnwb.com and click on the “Investor Relations” link at the bottom of the page.

Forward-looking statements:
When used in this press release 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. Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements. 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 effect of the COVID-19 pandemic, including on our credit quality and business operations, as well as its impact on general economic and financial market conditions; increased competitive pressures; changes in the interest rate environment; legislative and regulatory changes; and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings with 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 Press Release 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. These risks could cause our actual results for 2020 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us and could negatively affect our operating and stock performance.