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): April 11, 2025

FIRST FINANCIAL NORTHWEST, INC. 

(Exact name of registrant as specified in its charter)

201 Wells Avenue South 

Renton, Washington 98057 

(Address of principal executive offices)

(425) 255-4400 

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 (§230.12b-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. ¨

On April 11, 2025, First Financial Northwest, Inc., a Washington corporation (“First Financial Northwest”), and First Financial Northwest Bank, a Washington chartered commercial bank and wholly owned subsidiary of First Financial Northwest (the “Bank”) completed their previously announced asset sale to Global Federal Credit Union, a federally chartered credit union (“Global”). Pursuant to the terms and conditions of the Purchase and Assumption Agreement, dated as of January 10, 2024 (the “P&A Agreement”), Global acquired substantially all of the assets and assumed substantially all of the liabilities (including deposit liabilities) of the Bank (the “asset sale”) in exchange for $228.7 million in cash paid to First Financial Northwest.

The above description of the asset sale and the P&A Agreement is not complete and is qualified in its entirety by reference to the complete text of the P&A Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

(d)       First Financial Northwest notified the Nasdaq Stock Market (“Nasdaq”) of its intention to initiate delisting following completion of the asset sale. On April 21, 2025, Nasdaq intends to file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration Under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 to remove First Financial Northwest’s common stock from listing on Nasdaq and withdraw the registration of First Financial Northwest common stock under Section 12(b) of the Exchange Act.

Following the effectiveness of such Form 25, First Financial Northwest intends to file with the SEC certifications on Form 15 under the Exchange Act requesting that the shares of First Financial Northwest’s common stock be deregistered and that First Financial Northwest’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

On April 11, 2025, First Financial Northwest issued a press release announcing the completion of the asset sale, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d)        Exhibits.

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 thereunto duly authorized.