Northrim BanCorp Enters Material Agreement, Creates Financial Obligation

Ticker: NRIM · Form: 8-K · Filed: Nov 26, 2025 · CIK: 1163370

Northrim Bancorp Inc 8-K Filing Summary
FieldDetail
CompanyNorthrim Bancorp Inc (NRIM)
Form Type8-K
Filed DateNov 26, 2025
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$0.25, $60.0 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation

Related Tickers: NRIM

TL;DR

NRIM just signed a big deal creating a new financial obligation. Watch this space.

AI Summary

On November 26, 2025, Northrim BanCorp, Inc. filed an 8-K report detailing a material definitive agreement and a direct financial obligation. The filing indicates the company entered into a new agreement that creates a financial obligation for the registrant.

Why It Matters

This filing signals a significant new financial commitment or partnership for Northrim BanCorp, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Northrim BanCorp?

The filing indicates the entry into a material definitive agreement but does not specify its nature in the provided text.

What is the specific financial obligation created by this agreement?

The filing states that a direct financial obligation or an obligation under an off-balance sheet arrangement has been created, but the exact details of the obligation are not provided in this excerpt.

When was this material definitive agreement entered into?

The agreement was entered into on November 26, 2025, which is also the date of the earliest event reported.

What is Northrim BanCorp's primary business?

Northrim BanCorp, Inc. is classified under the Standard Industrial Classification code 6035 for Savings Institution, Federally Chartered.

Where is Northrim BanCorp headquartered?

Northrim BanCorp, Inc. is headquartered in Anchorage, Alaska, with its principal executive offices located at 3111 C Street, Anchorage, Alaska 99503.

Filing Stats: 1,950 words · 8 min read · ~7 pages · Grade level 11.8 · Accepted 2025-11-26 16:59:38

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 26, 2025, Northrim BanCorp, Inc. (the "Company") entered into Subordinated Note Purchase Agreements (the "Purchase Agreements") with certain institutional "accredited investors," as such term is defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and "qualified institutional buyers," as such term is defined in Rule 144A promulgated by the SEC under the Securities Act (collectively, the "Purchasers"). Under the terms of the Purchase Agreements with the Purchasers, the Company issued and sold $60.0 million in aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes"). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated by the SEC thereunder. The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes and to support regulatory capital ratios for growth initiatives. The Purchase Agreements contain certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes mature on December 1, 2035 and bear interest at a fixed rate of 6.875% per year, from November 26, 2025 to, but excluding, December 1, 2030 or the date of earlier redemption, payable semi-annually in arrears. From and including December 1, 2030 to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month Secured

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 26, 2025, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished herewith as Exhibit 99.1 to this Form 8-K. In connection with the offering of the Notes, the Company delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.2 to this Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document. Cautionary Note Regarding Forward-Looking Statements This Form 8-K contains, and future oral and written statements of the Company and its wholly owned banking subsidiary, Northrim Bank (the "Bank"), may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company's current views with respect to future events and the Company's financial performance. Any statements about the Company's expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "believes," "can," "could," "may," "predicts," "potential," "should," "will," "estimate," "plans," "projects," "continuing," "ongoing," "expects," "intends"

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit 4.1 Indenture, dated as of November 26, 2025, by and between Northrim BanCorp, Inc. and U.S. Bank Trust Company, National Association, as trustee Exhibit 4.2 Form of 6.875% Fixed-to-Floating Rate Subordinated Note due December 1, 2035 (included as Exhibit A-1 to the Indenture filed as Exhibit 4.1 hereto) Exhibit 10.1 Form of Note Purchase Agreement, dated as of November 26, 2025, by and among Northrim BanCorp, Inc. and the Purchasers Exhibit 10.2 Form of Registration Rights Agreement, dated as of November 26, 2025, by and among Northrim BanCorp, Inc. and the Purchasers Exhibit 99.1 Press Release issued by Northrim BanCorp, Inc. on November 26, 2025 Exhibit 99.2 Investor Presentation of Northrim BanCorp, Inc.

SIGNATURES

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. Northrim BanCorp, Inc. November 26, 2025 By: /s/ Jed W. Ballard Name: Jed W. Ballard Title: EVP, Chief Financial Officer

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