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NRIM 10-K & 10-Q changes, risk factors and insider trading

Northrim Bancorp Inc. · Nasdaq · Savings Institution, Federally Chartered · CIK 1163370 · All filings on SEC.gov

Everything below is quoted or computed from Northrim Bancorp Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

1 / 19risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
4Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-06 (period ending 2025-12-31) with 10-K filed 2025-03-10 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

1new paragraphs
19removed paragraphs
24reworded paragraphs
13,020 → 11,314words in section

Removed heading “Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.”

Removed heading “The Company’s business or the value of its common stock could be negatively affected as a result of actions by activist shareholders.”

Removed heading “Increasing, complex and evolving regulatory, stakeholder, and other third party expectations on ESG matters could adversely affect our reputation, our access to capital and the market price of our securities.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: default, downgrade

Paragraph as it now reads, with added and removed wording marked:

FederalAs evidenced by the U.S. government shutdown in November 2025, federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government’s debt limit may increase the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States. Many of our investment securities are issued by the U.S. government and government agencies and sponsored entities. As a result of uncertain domestic political conditions, including potential future federal government shutdowns, the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose liquidity risks. In connection with prior political disputes over U.S. fiscal and budgetary issues leading to theprevious U.S. government shutdown in 2011,shutdowns, S&P lowered its long term sovereign credit rating on the U.S. from AAA to AA+. In 2024,November Congress narrowly averted2025, a government43 day shutdown by passing a continuing resolutionoccurred and ifthe apotential budgetfor or another continuing resolution is not passed by March 14, 2025, thefurther U.S. government would again be faced with a government shutdown. In part due to repeated debt-limit political standoffs and last-minute resolutions,shutdowns in 20232026 a rating agency downgraded the U.S. long-term foreign-currency issuer default rating to AA+ from AAA and reiterated the AA+ rating in August 2024.remains. A further downgrade, or a downgrade by other rating agencies, as well as sovereign debt issues facing the governments of other countries, could have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide.
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Removed text topics: climate
“Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.”
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Removed text topics: liquidity, climate
“The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment. As a result, political and social attention to the issue of climate change has increased. In recent years, governments across the world have entered into international agreements or have otherwise acted to attempt to reduce global temperatures, in part by limiting greenhouse gas (“GHG”) emissions. …”
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Removed text
“Increasing, complex and evolving regulatory, stakeholder, and other third party expectations on ESG matters could adversely affect our reputation, our access to capital and the market price of our securities.”
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Removed text
“The Company’s business or the value of its common stock could be negatively affected as a result of actions by activist shareholders.”
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Removed text topics: regulation, climate
“Although these new guidelines do not apply to a banking organization of our size, as the Company continues to grow and expand the scope of our operations, our regulators generally will expect us to enhance our internal control programs and processes, including with respect to risk management and stress testing under a variety of adverse scenarios and related capital planning. …”
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Full comparison: every changed paragraph (44)

Green = added, red = removed. Unchanged paragraphs, 4 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

•Fiscal challenges facing U.S. government, including government shutdowns, could negatively impact financial markets which in turn could have an adverse effect on our financial position or results of operations.

Removed

•Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.

Removed

•The Company’s business or the value of its common stock could be negatively affected as a result of actions by activist shareholders.

Reworded

•Climate change, related legislative and regulatory initiatives, severe weather, natural disasters, and other external events could significantly impact our business.

Removed

•Increasing, complex and evolving regulatory, stakeholder, and other third party expectations on ESG matters could adversely affect our reputation, our access to capital and the market price of our securities.

Reworded

Our earnings and cash flows are largely dependent upon our net interest income. Net interest income is the difference between interest income earned on interest-earning assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions, inflationary trends, changes in government spending and debt issuances and policies of various governmental and regulatory agencies and, in particular, the FRB. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but such changes could also affect (i) our ability to originate loans and obtain deposits; (ii) the fair value of our financial assets and liabilities; and (iii) the average duration of our mortgage portfolio and other interest-earning assets. Although the Federal Open Market Committee (“FOMC”) lowered rates slightly in 2024,2025, and as of December 31, 2024,2025, the target range for the federal funds rate had been decreased to 4.25%3.50% to 4.50%,3.75%, it remains uncertain whether the FOMC may return to increase the target range for the federal funds rate to attain a monetary policy sufficiently restrictive to return inflation to more normalized levels, begin to reduce the federal funds rate or leave the rate at its current level for a lengthy period of time.

Reworded

Inflation has continued to be heightened in 2024recent years at levels not seen for over 40 years. Inflationary pressures are currently expected to moderate but continue in 2025.2026. Inflation could lead to increased costs to our customers, making it more difficult for them to repay their loans or other obligations increasing our credit risk. Sustained higher interest rates by the FRB may be needed to tame persistent inflationary price pressures, which could push down asset prices and weaken economic activity. A deterioration in economic conditions in the United States and our regional markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.

Reworded

Our success depends, to a certain extent, upon global, domestic and local economic and political conditions, as well as governmental monetary policies. Conditions such as changes in interest rates, money supply, levels of employment and other factors beyond our control may have a negative impact on economic activity. Additionally, an open conflict or war across any region, including, but not limited to, the conflict in Iran, could have a material adverse effect on our results of operations. Any contraction of economic activity, including an economic recession, may adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings. In particular, interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, specifically, the FRB.

Reworded

The tightening of the FRB’s monetary policies, including repeated and aggressive increases in target range for the federal funds rate as well as the conclusion of the FRB’s tapering of asset purchases, together with ongoing economic and geopolitical instability,instability increases the risk of an economic recession. Although forecasts have varied, many economists are projecting that,a whilemodest indicatorsincrease ofin U.S.gross economicdomestic performance,output suchin as2026, incomeslightly growth,higher may be strongunemployment, and levelsmoderation of inflation mayin continuecoming toquarters, decrease,however, other forecasts indicate that the U.S. economy may be flat or experience a modest decrease in gross domestic output in 2025 while inflation is expected to remain elevated relative to historic levels in the coming quarters.flat. Any such downturn in economic output, especially domestically and in the Alaska and other markets in which we operate, may adversely affect our asset quality, deposit levels, loan demand and results of operations.

Reworded

We are operating in an uncertain economic environment. The pandemic caused a global economic slowdown, and while we have seen economic recovery, continuing supply chain issues, implementation of tariffs, fluctuations in oil prices, labor shortages and inflation risk are affecting the continued recovery. In the longer term, relatively low oil prices are expected to negatively impact the overall economy in Alaska on a larger scale as we estimate that one third of the Alaskan economy is related to oil. Financial institutions continue to be affected by changing conditions in the real estate and financial markets, along with an arduous regulatory climate. Continued economic uncertainty and a recessionary or stagnant economy could result in financial stress on the Bank's borrowers, which could adversely affect our business, financial condition and results of operations. In addition, Alaska is highly dependent on foreign trade, particularly with respect to China, Australia, Japan, and South Korea and uncertain tariff policies may negatively impact foreign trade. Deteriorating conditions in the regional economies of Anchorage, Matanuska-Susitna Valley, Fairbanks, and the Southeast areas of Alaska served by the Company could drive losses beyond that which is provided for in our allowance for credit losses. We may also face the following risks in connection with events:

Reworded

We are subject to lending concentration risks.

Reworded

Interest rate changes, such as rate increases implemented by the FRB, have in the past, and may in the future, result in lower rate locks and closed loan volume, which may adversely impact the earnings and results of operations of RML. In addition, the recentany increase and future increase, as is currently expected, in interest rates has in the past, and may in the future, materially and adversely affect our future loan origination volume and margins.

Reworded

The Company’s technologies, systems, networks and software, and those of other financial institutions have been, and are likely to continue to be, the target of cybersecurity threats and attacks, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. With the advent of artificial intelligence, these cybersecurity threats are more sophisticated and prevalent than ever before. These cybersecurity threats and attacks may include, but are not limited to, breaches, unauthorized access, misuse, malicious code, computer viruses and denial of service attacks that could result in unauthorized access, misuse, loss or destruction of data (including confidential customer information), account takeovers, unavailability of service or other events. These types of threats may result from human error, fraud or malice on the part of external or internal parties, or from accidental technological failure. Further, to access our products and services our customers may use computers and mobile devices that are beyond our security control systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

Reworded

Our customers and employees have been, and will continue to be, targeted by parties using artificial intelligence, fraudulent e-mails and other communications in attempts to misappropriate passwords, payment card numbers, bank account information or other personal information or to introduce viruses or other malware through “trojan horse” programs to our customers’ computers. These communications may appear to be legitimate messages sent by the Bank or other businesses, but direct recipients to fake websites operated by the sender of the e-mail or request that the recipient send a password or other confidential information via e-mail or download a program. Despite our efforts to mitigate these threats through product improvements, use of encryption and authentication technology to secure online transmission of confidential consumer information, and customer and employee education, such attempted frauds against us or our merchants and our third-party service providers remain a serious issue. The pervasiveness of cyber security incidents in general and the risks of cyber-crime are complex and continue to evolve. In addition, following COVID-19, we have modified our business practices with aA portion of our employees are working remotely from their homes.homes, Theand the continuation of these work-from-home measures also introduces additional operational risk, including increased cybersecurity risk. In light of several recent high-profile data breaches at other companies involving customer personal and financial information, we believe the potential impact of a cyber security incident involving the Company, any exposure to consumer losses and the cost of technology investments to improve security could cause customer and/or Bank losses, damage to our brand, and increase our costs.

Reworded

Technology and other changes are allowing parties to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions, such as paying bills and/or transferring funds directly without the assistance of banks. Transactions utilizing digital assets, including cryptocurrencies, stablecoins and other similar assets, have increased substantially over the course of the last several years.years and are expected to continue following the passage of the GENIUS Act in 2025. Certain characteristics of digital asset transactions, such as agentic artificial intelligence, the speed with which such transactions can be conducted, the ability to transact without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, and the anonymous nature of the transactions, are appealing to certain consumers notwithstanding the various risks posed by such transactions as illustrated by the current and ongoing market volatility. Accordingly, digital asset service providers, which at present are not subject to the extensive regulation of banking organizations and other financial institutions, have become active competitors for our customers’ banking business. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. Further, an initiative by the CFPB, as prompted by the current Presidential Administration,CFPB to promote “open and decentralized banking” through the proposal of a Personal Financial Data Rights rule designed to facilitate the transfer of customer information at the direction of the customer to other financial institutions is expected to go into effect in 2026 and could lead to greater competition for products and services among banks and nonbanks alike if a final rule is adopted.alike. The timing of and prospects for any such action are uncertain at this time. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial condition and results of operations.

Reworded

Additionally, under our loan servicing program we retain servicing rights on mortgage loans originated by RML and sold to AHFC. If we breach any of the representations and warranties in our servicing agreements with AHFC, we may be required to repurchase any loan sold under this program and record a loss upon repurchase and/or bear any subsequent loss on the loan. We may not have any remedies available to us against third parties for such losses, or the remedies might not be as broad as the remedies available to the Alaska Housing Finance CorporationAHFC against us.

Reworded

The Dodd-Frank Act has had a substantial impact on our industry, including the creation of the CFPB with broad powers to regulate consumer financial products such as credit cards and mortgages, the creation of a Financial Stability Oversight Council comprised of the heads of other regulatory agencies, has resulted in new capital requirements from federal banking agencies, placed new limits on electronic debit card interchange fees, and requires banking regulators, the SEC and national stock exchanges to adopt significant new corporate governance and executive compensation reforms. Regulators have significant discretion and authority to prevent or remedy practices that they deem to be unsafe or unsound, or violations of laws or regulations by financial institutions and holding companies in the performance of their supervisory and enforcement duties. The exercise of regulatory authority may have a negative impact on our financial condition and results of operations. Additionally, our business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies, including the FRB.

Removed

Additionally, our business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies, including the FRB.

Reworded

Following the 2024 elections, Republicans control the White House and both Chambers of Congress. As a result, Republicans will be able to set the policy agenda both legislatively and in the regulatory agencies that have rulemaking and supervisory authority over the financial services industry generally and the Bank specifically. Although agendas are expected to vary substantially from the agenda of the prior Democratic administration, congressional committees with jurisdiction over the banking sector may continue to pursue, oversight in a variety of areas, including improving competition in the banking sector and changes to the oversight of bank mergers and acquisitions, and establishing a regulatory framework for digital assets and markets. The prospects for the enactment of major banking reform legislation under the new Congress are unclear at this time.

Reworded

Moreover, the turnover of the Presidential Administration in 2025 resulted in certain changes in the leadership and senior staffs of the federal banking agencies and the Treasury Department. These changes are likely to continue to impact the rulemaking, supervision, examination and enforcement priorities and policies of the agencies and likely will continue to do so over the next several years. The potential impact of any changes in agency personnel, policies and priorities on the financial services sector, including the Bank, cannot be predicted at this time.

Reworded

Fiscal challenges facing the U.S. government, including government shutdowns, could negatively impact financial markets which in turn could have an adverse effect on our financial position or results of operations.

Reworded

FederalAs evidenced by the U.S. government shutdown in November 2025, federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government’s debt limit may increase the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States. Many of our investment securities are issued by the U.S. government and government agencies and sponsored entities. As a result of uncertain domestic political conditions, including potential future federal government shutdowns, the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose liquidity risks. In connection with prior political disputes over U.S. fiscal and budgetary issues leading to theprevious U.S. government shutdown in 2011,shutdowns, S&P lowered its long term sovereign credit rating on the U.S. from AAA to AA+. In 2024,November Congress narrowly averted2025, a government43 day shutdown by passing a continuing resolutionoccurred and ifthe apotential budgetfor or another continuing resolution is not passed by March 14, 2025, thefurther U.S. government would again be faced with a government shutdown. In part due to repeated debt-limit political standoffs and last-minute resolutions,shutdowns in 20232026 a rating agency downgraded the U.S. long-term foreign-currency issuer default rating to AA+ from AAA and reiterated the AA+ rating in August 2024.remains. A further downgrade, or a downgrade by other rating agencies, as well as sovereign debt issues facing the governments of other countries, could have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide.

Reworded

The FDIC insures deposits at FDIC-insured financial institutions, including the Bank. The FDIC charges insured financial institutions premiums to maintain the Deposit Insurance Fund ("DIF") at a specific level. Historically, unfavorable economic conditions increased bank failures and these additional failures decreased the DIF. In order to restore the DIF to its statutorily mandated minimums the FDIC significantly increased deposit insurance premium rates, including the Bank's. FDIC insurance premiums could increase in the future in response to similar declining economic conditions. The FDIC may continue to increase the assessment rates or impose additional special assessments in the future to restore and then steadily increase the DIF to these statutory target levels. Any increase in the Bank's FDIC premiums could have an adverse effect on its business, financial condition and results of operations.

Removed

Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.

Removed

The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment. As a result, political and social attention to the issue of climate change has increased. In recent years, governments across the world have entered into international agreements or have otherwise acted to attempt to reduce global temperatures, in part by limiting greenhouse gas (“GHG”) emissions. The FRB became a member of the Network of Central Banks and Supervisors for Greening the Financial System and, in its Financial Stability Report of November 2020, specifically addressed the implications of climate change for markets, financial exposures, financial institutions, and financial stability. The U.S. Congress, state legislatures and federal and state regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change, including mandatory substantive and/or disclosure requirements regarding climate change. The Financial Stability Oversight Council published a report in 2021 identifying climate-related financial risk as an “emerging threat” to financial stability. The leadership of the federal banking agencies have emphasized that climate-related risks are faced by banking organizations of all types and sizes, specifically including physical and transition risks, and are in the process of enhancing supervisory expectations regarding banks' risk management practices. To that end, on October 24, 2023, the federal banking agencies issued interagency guidance on principles for climate-related financial risk management by large financial institutions. The guidance reiterates the agencies’ view that financial institutions are likely to be affected by both the physical risks and transition risks associated with climate change, which can manifest as traditional risks such as credit, market, liquidity, operation, and legal risks. To address these risks, the guidance covers six areas: governance; policies, procedures, and limits; strategic planning; risk management; data, risk management, and reporting; and scenario analysis. The guidance applies only to banking organizations with total consolidated assets of greater than $100 billion and therefore does not apply to the Bank directly. Disclosure requirements imposed by different regulators may not always be uniform, which may result in increased complexity, and cost, for compliance. Additionally, many of our suppliers and business partners may be subject to similar requirements, which may augment or create additional risks, including risks that may not be known to us.

Removed

Although these new guidelines do not apply to a banking organization of our size, as the Company continues to grow and expand the scope of our operations, our regulators generally will expect us to enhance our internal control programs and processes, including with respect to risk management and stress testing under a variety of adverse scenarios and related capital planning. In the event the federal banking agencies were to expand the scope of coverage of the new climate risk guidelines to institutions of our size or promulgate new regulations or supervisory guidance applicable to the Company, we would expect to experience increased compliance costs and other compliance-related risks.

Removed

The above measures may also result in the imposition of taxes and fees, the required purchase of emission credits, and the implementation of significant operational changes, each of which may require the Company to expend significant capital and incur compliance, operating, maintenance and remediation costs. Given the lack of empirical data on the credit and other financial risks posed by climate change, it is impossible to predict how climate change may impact our financial condition and operations; however, as a banking organization, the physical effects of climate change may present certain unique risks to the Company. For example, weather disasters, shifts in local climates and other disruptions related to climate change may adversely affect the value of real properties securing our loans, which could diminish the value of our loan portfolio. Such events may also cause reductions in regional and local economic activity that may have an adverse effect on our customers, which could limit our ability to raise and invest capital in these areas and communities, each of which could have a material adverse effect on our financial condition and results of operations.

Removed

In recognition of the risks posed by climate change, as discussed above, the Company has taken a variety of actions to manage its carbon footprint and has sought to engage in sustainable lending and investment activities. However, we cannot guarantee the success of these actions, nor can we make any assurances that our regulators, investors in our securities or other third parties, such as environmental advocacy organizations, will find our efforts to support climate-related initiatives to be sufficient.

Reworded

We are subject to changes in tax law that could increase our effective tax rates. These law changes may be retroactive to previous periods and as a result could negatively affect our current and future financial performance. For example, legislation enacted in 20172017, and extended in 2025, resulted in a reduction in our federal corporate tax rate from 35% in 2017 to 21% in 2018, which had a favorable impact on our earnings and capital generation abilities. However, this legislation also enacted limitations on certain deductions, such as the deduction of FDIC deposit insurance premiums, which partially offset the anticipated increase in net earnings from the lower tax rate. Any increase in the corporate tax rate or surcharges that may be adopted by Congress would adversely affect our results of operations in future periods.

Reworded

In addition, the Bank’s customers experienced and likely will continue to experience varying effects from both the individual and business tax provisions of the TaxOne Big Beautiful Bill Act adopted on July 4, 2025 and other future changes in tax law and such effects, whether positive or negative, may have a corresponding impact on our business and the economy as a whole.

Removed

Further, on August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law. The legislation imposed a non-deductible 1% excise tax on repurchases of stock by “covered corporations,” including the Company. As a result, our results of operations in future periods may be impacted adversely to the extent of any significant stock repurchases by the Company.

Added

During 2025, the Company did not repurchase any shares of common stock. The Board of Directors has not presently authorized any repurchases of its common stock for 2026.

Removed

During 2024, the Company repurchased 15,034 shares of common stock at an average price of $52.46 per share under its previously announced share repurchase program. The Company had an additional 110,000 shares of common stock authorized for repurchase as of December 31, 2024 under ts annual repurchase authorization, which lapsed on December 31, 2024, leaving zero shares currently available for repurchase. The Board of Directs has not presently authorized any repurchases of is common stock for 2025.

Reworded

Whether we resume, and the amount and timing of such stock repurchases is subject to capital availability and periodic determinations by our Board of Directors. The Company continues to evaluate the potential impact that regulatory proposals may have on our liquidity and capital management strategies, including Basel III and those required under the Dodd-Frank Act. The actual amount and timing of future share repurchases, if any, will depend on market and economic conditions, applicable SEC rules, federal and state regulatory restrictions, and various other factors, including the recently implemented 1% excise tax on repurchases of stock. In addition, the amount we spend and the number of shares, if any, we are able to repurchase under our stock repurchase program may further be affected by a number of other factors, including the stock price and blackout periods in which we are restricted from repurchasing shares. Our stock repurchases may change from time to time, and we cannot provide assurance that we will continue to repurchase stock in any particular amounts or at all. A reduction in or elimination of our stock repurchases could have a negative effect on our stock price.

Removed

The Company’s business or the value of its common stock could be negatively affected as a result of actions by activist shareholders.

Removed

The Company values constructive input from shareholders, and our Board of Directors and management team are committed to acting in the best interests of all of the Company’s shareholders. Activist shareholders who disagree with the composition of the Board of Directors, the Company’s strategic direction, or the way the Company is managed may seek to effect change through various strategies that range from private engagement to public filings, proxy contests, efforts to force transactions not supported by the Board of Directors, and litigation. Responding to some of these actions can be costly and time-consuming, may disrupt the Company’s operations and divert the attention of the Board of Directors and management. Such activities could interfere with the Company’s ability to execute its strategic plan and to attract and retain qualified executive leadership. The perceived uncertainty as to the Company’s future direction resulting from activist strategies could also affect the market price and volatility of the Company’s common stock.

Reworded

Climate change, related legislative and regulatory initiatives, severe weather, natural disasters, and other external events could significantly impact our business.

Reworded

SevereConcerns over the long-term impacts of climate change have led to governmental efforts around the world to mitigate those impacts. As a result, political and social attention to the issue of climate change has increased. The U.S. government, state legislatures and federal and state regulatory agencies are likely to continue to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change. These initiatives and increasing supervisory expectations may require the Company to expend significant capital and incur compliance, operating, maintenance and remediation costs. In addition, severe weather events of increasing strength and frequency due to climate change cannot be predicted and may be exacerbated by global climate change, natural disasters, including volcanic eruptions and earthquakes, and other adverse external events could have a significant impact on our ability to conduct business or upon third parties who perform operational services for us. In addition, there is continuing uncertainty over demand for oil and gas in part due to consumer demand and regulatory changes from climate change related policies. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in lost revenue, or cause us to incur additional expenses. Although management has established disaster recovery policies and procedures, there can be no assurance of the effectiveness of such policies and procedures, and the occurrence of any such event could have a material adverse effect on our business, financial condition and results of operations.

Removed

Increasing, complex and evolving regulatory, stakeholder, and other third party expectations on ESG matters could adversely affect our reputation, our access to capital and the market price of our securities.

Removed

The Company is subject to a variety of risks arising from ESG matters as governmental and regulatory bodies, investors, customers, employees and other stakeholders and third parties have been increasingly focused on ESG matters. ESG matters include, among other things, climate risk, hiring practices, the diversity of our work force, and racial and social justice issues involving our personnel, customers and third parties with whom we otherwise do business. Risks arising from ESG matters may adversely affect, among other things, our reputation and the market price of our securities.

Removed

Further, we may be exposed to negative publicity based on the identity and activities of those to whom we lend and with which we otherwise do business and the public’s view of the approach and performance of our customers and business partners with respect to ESG matters. Any such negative publicity could arise from adverse news coverage in traditional media and could also spread through the use of social media platforms. The Company’s relationships and reputation with its existing and prospective customers and third parties with which we do business could be damaged if we were to become the subject of any such negative publicity. This, in turn, could have an adverse effect on our ability to attract and retain customers and employees and could have a negative impact on the market price for securities.

Removed

Investors have begun to consider the steps taken and resources allocated by financial institutions and other commercial organizations to address ESG matters when making investment and operational decisions. Certain investors are beginning to incorporate the business risks of climate change and the adequacy of companies’ responses to the risks posed by climate change and other ESG matters into their investment theses. Additionally, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Unfavorable ratings of the Company may adversely affect investor sentiment towards the Company or the market price of our securities.

Removed

Further, as we continue to focus on developing ESG practices, and as investor and other stakeholder expectations, voluntary and regulatory ESG disclosure standards and policies continue to evolve, we have expanded and expect to further expand our public disclosures in these areas. Such disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. Failure to realize (or timely achieve progress on) such aspirational goals and targets could adversely affect our third party ESG ratings, our reputation or otherwise adversely affect us.

Removed

Increased attention to ESG matters also has caused public officials, including certain state attorneys general, treasurers, and legislators, to take various actions to impact the extent to which ESG principles are considered by private investors. For instance, certain states have enacted laws or issued directives designed to penalize financial institutions that the state believes are boycotting certain industries such as the fossil fuel and firearms industries. These developments illustrate that ESG-based investing has become a divisive political issue. Shifts in investing priorities based on ESG principles may result in adverse effects on the market price of our securities to the extent that investors that give significant weight to such principles determine that the Company has not made sufficient progress on ESG matters. Conversely, the market price of our securities may be adversely affected if a government official or agency seeks to limit the Company’s business with a certain government entity or initiates an investigation or enforcement action because of what is perceived to be the Company’s unwarranted focus on ESG matters.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

68new paragraphs
55removed paragraphs
16reworded paragraphs
10,706 → 11,918words in section

New heading “2025 Compared to 2024”

New heading “Community Banking”

New heading “Home Mortgage Lending”

New heading “Specialty Finance”

New heading “2025 Compared to 2024”

New heading “2025 Compared to 2024”

New heading “Subordinated Debentures”

Removed heading “2024 Compared to 2023”

Removed heading “2024 Compared to 2023”

Removed heading “Junior Subordinated Debentures”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: bankruptcy, interest rate
“In November of 2025, 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 “Subordinated Notes”). The Subordinated Notes were issued by the Company to the purchasers at a price equal to 100% of their face amount. 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. …”
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Removed text topics: liquidity, interest rate
“The Company had cash and cash equivalents of $62.7 million, or 2% of total assets at December 31, 2024 compared to $118.5 million, or 4% of total assets as of December 31, 2023. The decrease in cash and cash equivalents is primarily due to an increase in loans, the acquisition of SCF, and the repayment of debt. These uses of cash were only partially offset by an increase in deposits and the maturity available for sale investments, net of purchases in 2024. …”
see in full comparison
Removed text topics: liquidity, regulation
“The Company is a single bank holding company and its primary ongoing source of liquidity is from dividends received from the Bank. Such dividends arise from the cash flow and earnings of the Bank. Banking regulations and regulatory authorities may limit the amount of, or require the Bank to obtain certain approvals before paying, dividends to the Company. …”
see in full comparison
New text topics: liquidity, regulation
“The Company is a single bank holding company and its primary ongoing source of liquidity is from dividends received from the Bank. Such dividends arise from the cash flow and earnings of the Bank. Banking regulations and regulatory authorities may limit the amount of, or require the Bank to obtain certain approvals before paying, dividends to the Company. …”
see in full comparison
Removed text topics: default
“As of December 31, 2023, management utilized and forecasted U.S. unemployment as the sole loss driver for all of the loan pools that utilize the DCF method. The Company's regression models for PD as of December 31, 2023 utilize peer historical loan level default data. Peers for this purpose include banks in the United States with total assets between $1 billion and $5 billion whose loan portfolios share certain characteristics with the Company's loan portfolio. Peers differ by loan segment; a bank is included in the peer group for each loan segment in 2023 under the following circumstances:”
see in full comparison
New text topics: liquidity
“The Company had cash and cash equivalents of $145.9 million, or 4% of total assets at December 31, 2025 compared to $62.7 million, or 2% of total assets as of December 31, 2024. The increase in cash and cash equivalents is primarily due to an increase in deposits, the issuance of subordinated debt, and the maturity available for sale investments, net of purchases in 2025. These cash proceeds were only partially offset by an increase in loans and loans held for sale and increase in purchased receivables in 2025. …”
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Full comparison: every changed paragraph (139)

Green = added, red = removed. Unchanged paragraphs, 5 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Net income increased 46%75% to $37.0$64.6 million or $6.62$2.87 per diluted share for the year ended December 31, 2024,2025, from $25.4$37.0 million, or $4.49$1.66 per diluted share, for the year ended December 31, 2023.2024. Return of average assets as 2.02% in 2025 compared to 1.29% in 2024. The increase in net income is primarily the result of a $7.3 million increase in net income in the Home Mortgage Lending segment, as well as a $4.9$19.2 million increase in net income in the Community Banking segment.segment, a $14.5 million gain on sale of all of the operating assets of PWA, as well as an $8.4 million increase in net income in the Specialty Finance segment Highlights for the year ended December 31, 2025 are as follows:

Removed

On October 31, 2024, the Company completed the acquisition of SCF in an all cash transaction valued at approximately $53.9 million. The Company determined that a new Specialty Finance segment is appropriate for the Company upon completion of the acquisition. The Specialty Finance segment also includes Northrim Funding Services, which was previously reported in the Community Banking segment. Net income in the Specialty Finance segment decreased 25% to $1.8 million in 2024 from $2.5 million in 2023, primarily due to $1.1 million in one-time deal related costs.

Removed

Highlights for the year ended December 31, 2024 are as follows:

Reworded

•Net income in the Community Banking segment increased 19%63% or $4.9$19.2 million, to $30.3$49.5 million in 20242025 as compared to 2023.2024. This increase was primarily the result of a 7%$20.5 million, or 20% increase in net interest income due to increased interest income on loans whichand wasshort term investments, as well as a $14.5 million gain on sale of the operating assets of PWA. These increases were only partially offset by higher interestoperating expenseexpenses onand deposits.an increase in provision for income taxes.

Added

•Net income in the Home Mortgage Lending segment was $4.8 million in 2025 consistent with 2024. Increases net realized gains on mortgage sales, interest income on home mortgages held for investment, and mortgage servicing revenue were offset by a decrease in the fair value of mortgage servicing rights and increases in the provision for credit losses and operating expenses.

Added

•Net income in the Specialty Finance segment increased 455% or $8.4 million, to $10.3 million in 2025 as compared to 2024. This increase was primarily the result of the inclusion of a full year of operations of SCF. The Company completed its acquisition of SCF and its subsidiaries effective October 31, 2024. Average purchased receivables and loan balances at SCF were $69.7 million in 2025 with a yield of 31.23%. The yield in 2025 included the recognition of $1.3 million in one-time fees and $899,000 in nonaccrual fee income collected during 2025. The yield excluding these times for 2025 was 28.04%. Average purchased receivables and loan balances at NFS were $54.6 million for 2025 compared to $33.4 million for 2024.

Removed

•Net income in the Home Mortgage Lending segment increased 292%, or $7.3 million, to income of $4.8 million in 2024 from a loss of $2.5 million in 2023 driven by an increase in production volume sold to $609.2 million in 2024 from $376.2 million in 2023. Production volume outside of Alaska increased $85 million in 2024 compared to 2023, while production in Alaska increased $148 million in 2024 compared to 2023. Additionally, interest income on home mortgages held for investment increased in 2024 due to increased average balances.

Reworded

•The net interest margin increased to 4.69% in 2025 from 4.28% in 2024 from 4.14% in 2023 mostly due to an increase in average yields on interest earning assets in 20242025 compared to 20232024 as a result of higher interest rates, as well as an increasechange in the mix of earning assets which includes a higher percentage of loans in 20242025 versus 2023.2024. These factors were only partially offset by an increase in the cost of interest-bearing liabilities.

Reworded

•Nonperforming loans, net of government guarantees, increased to $11.3 million at the end of 2025 compared to $7.5 million at the end of 2024 compared to $5.0 million at the end of 2023,2024, while total adversely classified loans, net of government guarantees at December 31, 20242025 increased to $9.6$33.5 million from $7.1$9.6 million at December 31, 2023.2024. The Allowance for Credit Losses (“ACL”) for loans totaled 1.03% of total portfolio loans at December 31, 2024,2025, comparedconsistent towith 0.97%1.03% at December 31, 2023.2024. The ACL for loans as a percentage of total portfolio loans, net of government guarantees was 1.10% at December 31, 2024 compared to 1.02% atboth December 31, 2023.2025 and December 31, 2024.

Added

•The Company issued $60 million of subordinated debt in the fourth quarter of 2025 to support regulatory capital ratios and growth initiatives.

Reworded

•Total shareholders' equity was $267.1$326.5 million as of December 31, 2024,2025, up 14%22% from $234.7$267.1 million a year ago. Shareholders' equity was positively impacted by the fair value of the available for salessale securities portfolio which increased $9.4shareholders' equity $7.8 million in 20242025 as compared to 2023.2024. The Company continued to maintain strong regulatory capital ratios with Tier 1 Capital to Risk Adjusted Assets of 9.76%10.67% at December 31, 2024.2025.

Reworded

4Tax-equivalent net4Net interest margin tax-equivalent is a non-GAAP performance measurement in which interest income on non-taxable investments and loans is presented on a tax-equivalent basis using a combined federal and state statutory rate of 28.43%. Management believes that tax-equivalent net interest margin tax-equivalent is a useful financial measure because it enables investors to evaluate net interest margin excluding tax expense in order to monitor our effectiveness in growing higher interest yielding assets and managing our costs of interest bearing liabilities over time on a fully tax equivalent basis. See reconciliation to net interest margin, the most comparable GAAP measurement below.

Reworded

5In managing our business, we review the adjusted efficiency ratio exclusive of intangible asset amortization, which is a non-GAAP performance measurement. Management believes that this is a useful financial measurement because we believe this presentation provides investors with a more accurate picture of our operating efficiency. The efficiency ratio is calculated by dividing other operating expense, exclusive of intangible asset amortization, by the sum of net interest income and other operating income. Other companies may define or calculate this data differently. For additional information see the "Other Operating Expense" section in Part II. Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report. See reconciliation to efficiency ratio, the most comparable GAAP measurement below.

Reworded

6Number of banking offices does not include RML, NFS, or SCF locations. 2025 and 2024 number of banking offices includes 20 full service branches. 2023 number of banking offices includes 19 full service branches and one loan production office. 2022 number of banking offices includes 18 full service branches and one loan production office. 2021 number of banking offices includes 17 full service branches and one loan production office. 2020 number of banking offices includes 16 full service branches and one loan production office.

Reworded

Reconciliation of adjusted efficiency ratio exclusive of intangible asset amortization (non-GAAP) to efficiency ratio.

Reworded

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although we believe these non-GAAP financial measures are frequently used by stakeholdersshareholders in the evaluation of the Company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP.

Removed

Our results of operations are dependent to a large degree on our net interest income. We also generate other income primarily through mortgage banking income, purchased receivables products, service charges and fees, and bankcard fees. Our operating expenses consist in large part of salaries and other personnel costs, data processing, occupancy, marketing, and professional services expenses. Interest income and cost of funds, or interest expense, and mortgage banking income are affected significantly by general economic conditions, particularly changes in market interest rates, by government policies and the actions of regulatory authorities, and by competition in our markets.

Removed

We earned net income of $37.0 million in 2024, compared to net income of $25.4 million in 2023. During these periods, net income per diluted share was $6.62 and $4.49, respectively. The following sections present discussion of the components that make up net income.

Removed

Net interest income in 2024 was $113.2 million, compared to $103.3 million in 2023. The increase in 2024 as compared to 2023 was primarily the result of increased interest on loans which was only partially offset by decreases of interest income on available for sale securities and deposits in other banks, as well as an increase in interest expense on deposits. Interest income on loans increased $26.1 million in 2024 as compared to 2023 due to an increase in interest rates and higher net average interest-earning asset balances. Interest expense increased $12.0 million in 2024 as compared to the prior year as a result of higher interest rates and higher average interest-bearing deposit balances. During 2024 and 2023, net interest margins were 4.28% and 4.14%, respectively. The increase in net interest margin in 2024 as compared to 2023 is primarily the result of higher yields on earning-assets and higher average portfolio loan balances.

Removed

1Interest income includes loan fees. Loan fees recognized during the period and included in the yield calculation totaled $4.5 million, $4.4 million and $8.5 million for 2024, 2023 and 2022, respectively.

Removed

2Nonaccrual loans are included with a zero effective yield. Average nonaccrual loans included in the computation of the average loans were $5.4 million, $7.1 million, and $8.6 million in 2024, 2023 and 2022, respectively.

Removed

The provision for credit loss expense is the amount of expense that, based on our judgment, is required to maintain the ACL at an appropriate level under the current expected credit loss methodology (“CECL”). The determination of the amount of the ACL is complex and involves a high degree of judgment and subjectivity. Refer to Note 1 of the notes to Consolidated Financial Statements included in Part II. Item 8 of this report for detailed discussion regarding ACL methodologies for loans, available for sale debt securities, held to maturity securities, loans held for investment, unfunded commitments, and purchased receivables.

Removed

The provision for credit losses on loans held for investment remained relatively consistent in 2024 compared to 2023 due to continued growth in the portfolio and the fact that forecasted economic conditions remain stable between the two periods. The decrease in the provision for credit losses on unfunded commitments in 2024 compared to 2023 in primarily due to a change in the mix of unfunded commitments. In general the increase in the provision for credit losses in 2023 as compared to 2022 is primarily the result of increased portfolio loan and unfunded commitment balances, and, to a lesser extent, a decrease in management's assumptions for prepayment and curtailment speeds. These increases were only partially offset by a decrease in rate due to improvement in management's forecast of economic factors as of December 31, 2023 compared to December 31, 2022. The ongoing impacts of the CECL methodology will be dependent upon changes in economic conditions and forecasts, as well as loan portfolio composition, quality, and duration.

Removed

2024 Compared to 2023

Removed

The most significant item contributing to the increase in other operating income in 2024 was an increase in mortgage banking income, followed by an increase in purchased receivable income. Bankcard fees, service charges on deposit accounts, interest rate swap income, gain on marketable equity securities, and gain on sale of securities also increased. These increases were partially offset by a decrease in commercial servicing revenue.

Removed

Mortgage banking income consists of gross income from the origination and sale of mortgages as well as mortgage loan servicing fees and is the largest component of other operating income at 57% of total other operating income in 2024 and 48% in 2023. Mortgage banking income increased in 2024 compared to 2023 mainly due to an increase in mortgage loans originated and sold which increased to $609.2 million in 2024 from $376.2 million in 2023. Approximately one third of the overall increase in mortgage originations sold in 2024 as compared to 2023 is from outside of Alaska and the two thirds is from production in the state of Alaska.

Removed

Purchased receivable income increased in 2024 as compared to 2023 primarily due to the acquisition of SCF in October 2024. Purchased receivable income from operations at Northrim Funding Services remained relatively consistent with the prior year at $4.4 million.

Removed

Bankcard fees and service charges on deposit accounts increased in 2024 due an increase in the number of the Company's deposit customers which led to higher transaction volume as compared to 2023, as well as an increase in some transactional fees. Gain on marketable equity securities increased in 2024 as compared to 2023 due to increased fair value on this portfolio. Gain on sale of securities increased in 2024 as compared to 2023 due to the sale of marketable equity securities in 2024. Commercial servicing revenue decreased in 2024 as compared to 2023 primarily due to a decrease in commercial loan servicing balances.

Removed

2024 Compared to 2023

Removed

Other operating expense increased by 11% in 2024 as compared to 2023. The largest increase was in salaries and other personnel expense. Salaries and other personnel expense increased $3.1 million in the Home Mortgage Lending segment due to increased mortgage production which resulted in higher loan officer commissions. Salaries and other personnel expense increased $2.1 million in the Community Banking segment primarily due to higher profit share expense, which generally increases when net income increases to reflect a higher payout to employees. Data processing expense, occupancy expense, insurance expense, marketing expense and professional and outside services also increased in 2024 compared to 2023 due to the increase in branch locations, increased customer and transaction volume, increased FDIC insurance costs associated with asset growth, and increased professional and outside services related to the acquisition of SCF. Other real estate owned (“OREO”) expense, net of rental income and gains on sale also increased in 2024 primarily due to smaller gains on sale of OREO properties as compared to 2023 as subsequent proceeds were received related to a government guarantee on an OREO property sold in December 2022.

Removed

The provision for income taxes increased $3.8 million or 61%, to $10.0 million in 2024 as compared to 2023. The increase in 2024 is primarily due to higher pretax income. The Company's effective tax rate increased to 21.3% in 2024 from 19.7% in 2023, primarily due to a decrease in tax exempt income and low income housing tax credits as a percentage of pre-tax income in 2024 compared to 2023.

Removed

The composition of our investment securities portfolio, which includes securities available for sale, held-to-maturity investments, and marketable equity securities, reflects management’s investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of interest income. The investment securities portfolio also mitigates credit risk inherent in the loan portfolio, while providing a vehicle for the investment of available funds, a source of liquidity (by pledging as collateral or through repurchase agreements), and collateral for certain public funds deposits. Investment securities designated as available for sale comprised 91% of the portfolio as of December 31, 2024 and are available to meet liquidity requirements in a contingency situation.

Removed

Our investment portfolio consists primarily of government sponsored entity securities, corporate securities, and collateralized loan obligations. Investment securities at December 31, 2024 decreased $163.8 million, or 24%, to $524.1 million from $687.8 million at December 31, 2023. The decrease at December 31, 2024 as compared to December 31, 2023 came from investment maturities and calls that were used to fund growth in portfolio loans. The average maturity of the investment portfolio was approximately 2.4 years at December 31, 2024 as compared to approximately 2.8 years at December 31, 2023. Investment securities may be pledged as collateral to secure public deposits or borrowings. At December 31, 2024 and 2023, $177.4 million and $180.1 million in securities were pledged for deposits and borrowings, respectively.

Removed

The following table sets forth the market value, maturities, and weighted average pretax yields of our investment portfolio as of December 31, 2024:

Removed

All of our loans and credit lines are subject to approval procedures and amount limitations. These limitations apply to the borrower’s total outstanding indebtedness and commitments to us, including the indebtedness of any guarantor. Generally, we are permitted to make loans to one borrower of up to 15% of the unimpaired capital and surplus of the Bank. The legal lending limit for the Bank was $37.0 million at December 31, 2024. At December 31, 2024, the Company had one relationship whose total direct and indirect commitments exceeded $37.0 million; however, no individual direct relationship exceeded the loans-to-one borrower limitation.

Removed

The Company's loans have grown significantly in recent years. Management attributes higher growth in loans in 2024 and 2023 to our ability to attract new customers through our outreach to the community. The Company's “Land and Expand” program was designed to increase both loans and deposits as we attract a broader customer base and convert new customers into full banking relationships.

Removed

The following table presents growth information for loans and loans excluding Paycheck Protection Program (“PPP”) loans:

Removed

The following table presents the maturity distribution of our loan portfolio and the rate sensitivity of these loans to changes in interest rates as of December 31, 2024:

Removed

The Company defines "direct exposure" to the oil and gas industry as companies that it has identified as significantly reliant upon activity related to the oil and gas industry, such as oil producers or drilling and exploration companies, and companies who provide oilfield services, lodging, equipment rental, transportation, and other logistic services specific to the industry. The Company estimates that $99.7 million, or approximately 5% of loans as of December 31, 2024 have direct exposure to the oil and gas industry as compared to $96.1 million, or approximately 5% of loans as of December 31, 2023. The Company's unfunded commitments to borrowers that have direct exposure to the oil and gas industry were $45.8 million and $38.6 million at December 31, 2024 and 2023, respectively. The portion of the Company's ACL that related to the loans with direct exposure to the oil and gas industry was estimated at $1.1 million and $884,000 as of December 31, 2024 and 2023, respectively.

Removed

The Company monitors other concentrations within the loan portfolio depending on trends in the current and future estimated economic conditions. At December 31, 2024, the Company had $138.0 million, or 6% of total portfolio loans, in the Healthcare sector; $117.0 million, or 5% of portfolio loans, in the Tourism sector; $104.3 million, or 5% in the Accommodations sector; $87.4 million, or 4% in Retail loans; $84.6 million, or 4% of portfolio loans, in the Aviation (non-tourism) sector; $76.5 million, or 4% in the Fishing sector; and $55.1 million, or 3% in the Restaurants and Breweries sector.

Removed

The portion of the Company's ACL that related to the loans with exposure to these industries is estimated at the following amounts as of December 31, 2024:

Removed

The Company’s nonperforming assets, net of government guarantees increased to $11.6 million at December 31, 2024 as compared to $5.8 million at December 31, 2023. This increase was mostly due to the addition of an SCF nonaccrual loan and an SCF purchased receivable relationship, which were only partially offset by paydowns to nonaccrual loans in 2024. There was interest income of $241,000 and $656,000 recognized in net income for 2024 and 2023, respectively, related to interest collected on nonaccrual loans whose principal had been paid down to zero. The Company held a government guarantee related to the OREO property that was sold in December 2022; however, the value of this guarantee was not included in the Company's financial statements in 2022 due to uncertainty as to the total amount that would be received from the guarantee. The Company received proceeds from the guarantee in the third quarter of 2023 and first quarter of 2024 which were recorded as a gain on sale of OREO.

Removed

The Company did not make any loans to facilitate the sale of OREO in 2024, 2023, or 2022. Our underwriting policies and procedures for loans to facilitate the sale of OREO are no different than our standard loan policies and procedures.

Removed

At December 31, 2024, management had identified potential problem loans of $1.6 million as compared to potential problem loans of $1.9 million at December 31, 2023. Potential problem loans are loans which are currently performing that have developed negative indications that the borrower may not be able to comply with present payment terms and which may later be included in nonaccrual, past due, or impaired loans. The decrease in potential problem loans at December 31, 2024 from December 31, 2023 was primarily due to paydowns to existing potential problem loans in 2024 that were partially offset by the addition of two new potential problem loans.

Removed

The ACL for loans increased to $22.0 million at December 31, 2024 compared to $17.3 million at December 31, 2023 primarily due to an increase in loan balances, net of guarantees. The Company determined that an ACL of $22.0 million, or 1.03% of portfolio loans, is appropriate as of December 31, 2024 based on our analysis of the current credit quality of the portfolio and forecasted economic conditions. The ongoing impacts of the CECL methodology will be dependent upon changes in economic conditions and forecasts, as well as loan portfolio composition, quality, and duration.

Removed

Purchased receivable balances increased at December 31, 2024 to $74.1 million from $36.8 million at December 31, 2023, and year-to-date average purchased receivable balances were $38.7 million and $24.8 million in 2024 and 2023, respectively. Purchased receivable income was $7.1 million and $4.5 million in 2024 and 2023, respectively. The increase in purchased receivable balances at December 31, 2024 and the increase in purchased receivable income as compared to the prior year is primarily due to the acquisition of SCF on October 31, 2024.

Removed

Deposits are our primary source of funds. Total deposits increased 8% to $2.68 billion at December 31, 2024 from $2.49 billion at December 31, 2023. Our deposits generally are expected to fluctuate according to the level of our market share, economic conditions, and normal seasonal trends.

Removed

The Company's mix of deposits continues to contribute to a low cost of funds with balances in transaction accounts representing 84% of total deposits at December 31, 2024 and 87% at December 31, 2023.

Removed

The only deposit category with stated maturity dates is certificates of deposit. At December 31, 2024, we had $418.4 million in certificates of deposit, of which $369.7 million, or 88%, are scheduled to mature in 2025. The Company’s certificates of deposit increased to $418.4 million during 2024 as compared to $331.3 million at December 31, 2023. The aggregate amount of certificates of deposit in amounts of $250,000 or more at December 31, 2024 and 2023, was $217.1 million and $142.1 million, respectively. The following table sets forth the amount outstanding of certificates of deposits in amounts of $250,000 or more by time remaining until maturity and percentage of total deposits as of December 31, 2024:

Removed

The Company offers the Certificate of Deposit Account Registry Service® (CDARS®) as a member of IntraFi® NetworkSM (Network). When a Network member places a deposit using CDARS, that certificate of deposit is divided into amounts under the standard FDIC insurance maximum ($250,000) and is allocated among member banks, making the large deposit eligible for FDIC insurance. The Company had $49.2 million CDARS certificates of deposits at December 31, 2024 and $48.1 million CDARS certificates of deposits at December 31, 2023.

Removed

Uninsured deposits totaled $1.1 billion or 40% of total deposits as of December 31, 2024 compared to $1.0 billion or 41% of total deposits as of December 31, 2023. As interest rates continued to increase in 2024, Northrim took a proactive, targeted approach to increase deposit rates and retain deposit customers.

Removed

FHLB: The Bank is a member of the Federal Home Loan Bank of Des Moines (the “FHLB”). As a member, the Bank is eligible to obtain advances from the FHLB. FHLB advances are dependent on the availability of acceptable collateral such as marketable securities or real estate loans, although all FHLB advances are secured by a blanket pledge of the Company’s assets. At December 31, 2024, our maximum borrowing line from the FHLB was approximately 45% of the Bank’s assets, subject to the FHLB’s collateral requirements. Based on the Company's current collateral pledged to the FHLB, less outstanding advances, the Company's borrowing line is $331.1 million as of December 31, 2024. The Company has outstanding advances of $13.2 million and $13.7 million as of December 31, 2024 and 2023, respectively, which were originated to match fund low income housing projects that qualify for long term fixed interest rates. These advances have original terms of either 18 or 20 years with 30 year amortization periods and fixed interest rates ranging from 1.23% to 3.25%. The Company paid $389,000 and $330,000 in interest on these advances in 2024 and 2023, respectively. Additionally, the Company has a short-term $9.8 million advance from the FHLB outstanding as of December 31, 2024 at an interest rate of 4.62% which resets daily. There were no additional advances outstanding as of December 31, 2023. The Company had an average short-term FHLB advance of $9.8 million in 2024 compared to an average short-term FHLB advance of $21.8 million in 2023. The Company took out a $50.0 million short-term advance in the second quarter of 2023 which was paid off in the fourth quarter of 2023. The Company paid $528,000 and $1.2 million in interest expense on short-term advances in 2024 and 2023, respectively.

Removed

Federal Reserve Bank: The Federal Reserve Bank of San Francisco (the “Federal Reserve Bank”) is holding $70 million of investment securities as collateral to secure advances made through the discount window as of December 31, 2024. There were no discount window advances outstanding at December 31, 2024 or 2023. The Company paid less than $1,000 in interest in 2024 and 2023 on this agreement. The Federal Reserve Bank is not holding any investment securities as collateral to secure the Company's ability to take advances through the Federal Reserve Bank's Bank Term Funding Program (“BTFP”) as of December 31, 2024. There were no BTFP advances outstanding at December 31, 2024, however, the Company had an average outstanding balance of $5.0 million in 2023. The Company paid $241,000 in interest expense on this BTFP advance in 2023. The Federal Reserve Bank ended the BTFP on March 11, 2024.

Removed

Other Short and Long-term Borrowings: The Company had no short or long-term borrowings outstanding other than the FHLB advances noted above as of December 31, 2024 or 2023.

Removed

The Company is subject to provisions under Alaska state law which generally limits the amount of outstanding debt to 35% of total assets or $1.1 billion at December 31, 2024 and $975.9 million at December 31, 2023.

Removed

Junior Subordinated Debentures

Removed

On December 16, 2005, the Company’s subsidiary, NST2, issued trust preferred securities in the principal amount of $10 million. These securities carried an interest rate of 90-day LIBOR plus 1.37% per annum that was initially set at 5.86% adjusted quarterly until the cessation of LIBOR in 2023. As of December 31, 2024, these securities now carry an interest rate of 90-day CME SOFR plus tenor spread adjustment of 0.26% plus 1.37% per annum, adjusted quarterly. The securities have a maturity date of March 15, 2036, and are callable by the Company on or after March 15, 2011. These securities are treated as Tier 1 capital by the Company’s regulators for capital adequacy calculations. The interest cost to the Company on these securities was $717,000 in 2024 and $693,000 in 2023. At December 31, 2024, the securities had an interest rate of 5.99%. The Company entered into an interest rate swap in the third quarter of 2017 to hedge the variability in cash flows arising out of its junior subordinated debentures, by swapping the cash flows with an interest rate swap which receives floating and pays fixed. The Company has designated this interest rate swap as a hedging instrument. The interest rate swap effectively fixes the Company's interest payments on the $10 million of junior subordinated debentures held under NST2 at 3.72% through its maturity date. Net of the impact of the interest rate swap, interest expense on these securities was $381,000 in 2024 and $379,000 in 2023. The Company also had interest expense of $22,000 in 2024 and $21,000 in 2023 on common securities related to junior subordinated debt.

Removed

The Company is a single bank holding company and its primary ongoing source of liquidity is from dividends received from the Bank. Such dividends arise from the cash flow and earnings of the Bank. Banking regulations and regulatory authorities may limit the amount of, or require the Bank to obtain certain approvals before paying, dividends to the Company. Given that the Bank currently meets and the Bank anticipates that it will continue to meet, all applicable capital adequacy requirements for a “well-capitalized” institution by regulatory standards, the Company expects to continue to receive dividends from the Bank during 2025. Other available sources of liquidity for the bank holding company include the issuance of debt and the issuance of common or preferred stock. As of December 31, 2024, the Company has 10.0 million authorized shares of common stock, of which approximately 5.5 million are issued and outstanding, leaving approximately 4.5 million shares available for issuance. Additionally, the Company has 2.5 million authorized shares of preferred stock available for issuance.

Removed

The Company had cash and cash equivalents of $62.7 million, or 2% of total assets at December 31, 2024 compared to $118.5 million, or 4% of total assets as of December 31, 2023. The decrease in cash and cash equivalents is primarily due to an increase in loans, the acquisition of SCF, and the repayment of debt. These uses of cash were only partially offset by an increase in deposits and the maturity available for sale investments, net of purchases in 2024. The Company had cumulative other comprehensive losses, net of tax, of $7.0 million in 2024, primarily due to unrealized holding losses on available for sale securities due to increases in interest rates. This is a decrease from $16.4 million in 2023. Management does not believe that liquidation of these securities, which would result in realized losses, will occur prior to maturity of these securities. As of December 31, 2024, the weighted average maturity of available for sale securities is 2.4 years compared to 2.8 years at December 31, 2023. At December 31, 2024, $133.2 million available for sale securities mature within one year, $189.3 million mature in 2026, and $79.4 million mature in 2027. Our total unfunded commitments to fund loans and letters of credit at December 31, 2024 were $529.5 million. We do not expect that all of these loans are likely to be fully drawn upon at any one time. At December 31, 2024, certificates of deposit totaling $369.7 million and $36.4 million, respectively, contractually mature in 2025 and 2026, and may be withdrawn from the Bank. Similar to loans, we do not expect that these maturing certificates of deposit, or other non-maturity deposits, to be withdrawn from the Bank in a manner that will strain liquidity; however, unforeseen future circumstances or events may cause higher than anticipated withdrawal of deposits or draws of unfunded commitments to fund new loans. Management believes that cash requirements to fund future non-deposit liabilities, including operating lease liabilities, other liabilities, or borrowings as of December 31, 2024, are not material to the Company's liquidity position as of December 31, 2024.

Removed

The Company has other available sources of liquidity to fund unforeseen liquidity needs. These include borrowings available through our correspondent banking relationships and our credit lines with the Federal Reserve Bank and the FHLB. At December 31, 2024, our liquid assets, which include investments and loans maturing within a year, were $1.01 billion. Our funds available for borrowing under our existing lines of credit were $566.8 million. Given these sources of liquidity and our expectations for customer demands for cash and for our operating cash needs, we believe our sources of liquidity to be sufficient in the foreseeable future.

Showing the first 60 of 139 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-31 (period ending 2026-06-30) with 10-Q filed 2026-05-01 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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New heading “The Merger Agreement may be terminated in accordance with its terms and the Mergers may not be completed.”

New heading “Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Mergers.”

New heading “Failure to complete the Mergers could negatively impact Northrim.”

New heading “Combining Northrim and PBCO may be more difficult, costly or time-consuming than expected, and Northrim may fail to realize the anticipated benefits of the Mergers.”

New heading “The combined company may be unable to retain Northrim and/or PBCO personnel successfully after the Mergers are completed.”

New heading “Northrim will be subject to business uncertainties and contractual restrictions while the Mergers are pending.”

New heading “Northrim has incurred and is expected to incur substantial costs related to the Mergers and integration.”

New heading “Shareholder litigation related to the Mergers could prevent or delay the completion of the Mergers, result in the payment of damages or otherwise negatively impact the business and operations of Northrim.”

New heading “The Merger Agreement limits Northrim’s ability to pursue acquisition proposals.”

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New text topics: litigation
“Shareholder litigation related to the Mergers could prevent or delay the completion of the Mergers, result in the payment of damages or otherwise negatively impact the business and operations of Northrim.”
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New text topics: investigation, regulation
“Before the Mergers and the Bank Merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve, the FDIC, the Oregon Department of Consumer and Business Services, Division of Financial Regulation, the Alaska Department of Commerce, Community, and Economic Development, Division of Banking and Securities, and other regulatory authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party. …”
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“Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Mergers.”
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“Combining Northrim and PBCO may be more difficult, costly or time-consuming than expected, and Northrim may fail to realize the anticipated benefits of the Mergers.”
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“The combined company may be unable to retain Northrim and/or PBCO personnel successfully after the Mergers are completed.”
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“Northrim will be subject to business uncertainties and contractual restrictions while the Mergers are pending.”
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Reworded

For information regarding risk factors, please refer to Part I. Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company's periodic filings with the SEC. These factors could materially and adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this Quarterly Report on Form 10-Q. The Company believes that there has been no material change in its risk factors haveas notpreviously changeddisclosed materiallyin the Company's Form 10-K for the year ended December 31, 2025 other than as ofset Marchforth 31, 2026.below.

Added

The Merger Agreement may be terminated in accordance with its terms and the Mergers may not be completed.

Added

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Mergers. Those conditions include, among other things: (i) approval by each of the Company’s shareholders and the PBCO shareholders of certain matters relating to the Mergers at each company’s respective special meeting; (ii) the receipt of required regulatory approvals, including the approval of the Federal Reserve, the FDIC, the Oregon Department of Consumer and Business Services, Division of Financial Regulation; and the Alaska Department of Commerce, Community, and Economic Development, Division of Banking and Securities; and (iii) the absence of any order, injunction, decree, or other law preventing or making illegal the completion of the Mergers, the Bank Merger or any of the other transactions contemplated by the Merger Agreement. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the Merger Agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the Mergers should qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986.

Added

These conditions to the closing of the Mergers may not be fulfilled in a timely manner or at all, and, accordingly, the Mergers may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after the requisite shareholder approvals, or Northrim or PBCO may unilaterally elect to terminate the Merger Agreement in certain other circumstances.

Added

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Mergers.

Added

Before the Mergers and the Bank Merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve, the FDIC, the Oregon Department of Consumer and Business Services, Division of Financial Regulation, the Alaska Department of Commerce, Community, and Economic Development, Division of Banking and Securities, and other regulatory authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political, or community group inquiries, investigations, or opposition; or changes in legislation or the political environment generally.

Added

The approvals that are granted may impose terms and conditions, limitations, obligations, or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations, or restrictions and that such conditions, limitations, obligations, or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the Mergers or otherwise reducing the anticipated benefits of the Mergers if the Mergers were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations, or restrictions will not result in the delay or abandonment of the Mergers. Additionally, the completion of the Mergers is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the Merger Agreement.

Added

In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the Merger Agreement, neither Northrim nor PBCO, nor any of their respective subsidiaries, is permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the Mergers and the Bank Merger.

Added

Failure to complete the Mergers could negatively impact Northrim.

Added

If the Mergers are not completed for any reason, including as a result of Northrim shareholders or PBCO shareholders failing to approve certain matters in connection with the Mergers at each company’s respective special meeting, there may be various adverse consequences and Northrim may experience negative reactions from the financial markets and from its customers and employees. For example, Northrim’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the Mergers. Also, Northrim has devoted significant internal resources to the pursuit of the Mergers and the expected benefit of those resource allocations would be lost if the Mergers are not completed. Additionally, if the Merger Agreement is terminated, the market price of Northrim’s common stock could decline to the extent that current market prices reflect a market assumption that the Mergers will be beneficial and will be completed. Northrim also could be subject to litigation related to any failure to complete the Mergers or to proceedings commenced against Northrim to perform its obligations under the Merger Agreement.

Added

Combining Northrim and PBCO may be more difficult, costly or time-consuming than expected, and Northrim may fail to realize the anticipated benefits of the Mergers.

Added

Northrim and PBCO have operated and, until the completion of the Mergers, will continue to operate independently. The success of the Mergers, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine and integrate the businesses of Northrim and PBCO in a manner that permits growth opportunities and does not materially disrupt the existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures, and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors, and employees or to achieve the anticipated benefits and cost savings of the Mergers. The loss of key employees could adversely affect Northrim’s ability to successfully conduct its business, which could have an adverse effect on Northrim’s financial results and the value of its common stock. If Northrim experiences difficulties with the integration process, the anticipated benefits of the Mergers may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Northrim or PBCO to lose customers or cause customers to remove their accounts from Northrim or PBCO and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Northrim and PBCO during this transition period and for an undetermined period after completion of the Mergers on the combined company. In addition, the actual cost savings of the Mergers could be less than anticipated.

Added

The combined company may be unable to retain Northrim and/or PBCO personnel successfully after the Mergers are completed.

Added

The success of the Mergers will depend in part on the combined company’s ability to retain the talent and dedication of key employees currently employed by Northrim and PBCO. It is possible that these employees may decide not to remain with Northrim or PBCO, as applicable, while the Mergers are pending or with the combined company after the Mergers are consummated. If Northrim and PBCO are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Northrim and PBCO could face disruptions in their operations, loss of existing customers, loss of key information, expertise, or know-how and unanticipated additional recruitment costs. In addition, following the Mergers, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. Northrim and PBCO also may not be able to locate or retain suitable replacements for any key employees who leave either company.

Added

Northrim will be subject to business uncertainties and contractual restrictions while the Mergers are pending.

Added

Uncertainty about the effect of the Mergers on employees and customers may have an adverse effect on Northrim. These uncertainties may impair Northrim’s ability to attract, retain and motivate key personnel until the Mergers are completed, and could cause customers and others that deal with Northrim to seek to change existing business relationships with Northrim. In addition, subject to certain exceptions, Northrim has agreed to operate its business in the ordinary course prior to closing in all material respects. These restrictions may prevent Northrim from pursuing attractive business opportunities that may arise prior to the completion of the Mergers.

Added

Northrim has incurred and is expected to incur substantial costs related to the Mergers and integration.

Added

Both Northrim and PBCO will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement. These costs include legal, financial advisory, accounting, consulting, and other advisory fees, retention, severance and employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs, closing, integration, and other related costs. Some of these costs are payable by Northrim regardless of whether or not the Mergers are completed.

Added

Shareholder litigation related to the Mergers could prevent or delay the completion of the Mergers, result in the payment of damages or otherwise negatively impact the business and operations of Northrim.

Added

Shareholders may bring claims in connection with the proposed Mergers and, among other remedies, may seek damages or an injunction preventing the Mergers from closing. If any plaintiff were successful in obtaining an injunction prohibiting Northrim or PBCO from completing the Mergers or any other transactions contemplated by the Merger Agreement, then such injunction may delay or prevent the effectiveness of the Mergers and could result in costs to Northrim, including costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the Mergers. Further, such lawsuits and the defense or settlement of any such lawsuits may have an adverse effect on the financial condition and results of operations of Northrim.

Added

The Merger Agreement limits Northrim’s ability to pursue acquisition proposals.

Added

The Merger Agreement prohibits Northrim from soliciting, initiating, knowingly encouraging, or knowingly facilitating certain third-party acquisition proposals. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Northrim from considering or proposing such an acquisition.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Recent Developments”

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Reworded topics: litigation

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This quarterly report on Form 10-Q includes “forward-looking statements,” as that term is defined for purposes of Section 21E of the Securities Exchange Act of 1934, as amended, which are not historical facts. These forward-looking statements describe management’s expectations about future events and developments such as future operating results, growth in loans and deposits, continued success of the Company’s style of banking, and the strength of the local economy. All statements, other than statements of historical fact, regarding our financial position, business strategy, management’s plans and objectives for future operations are forward-looking statements. We use words such as “anticipate,” “believe,” “expect,” “intend” and similar expressions in part to help identify forward-looking statements. Forward-looking statements reflect management’s current plans and expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations, and those variations may be both material and adverse. Forward-looking statements are subject to various risks and uncertainties that may cause our actual results to differ materially and adversely from our expectations as indicated in the forward-looking statements. These risks and uncertainties include: descriptions of Northrim’s financial condition, results of operations, asset based lending volumes, asset and credit quality trends and profitability; the ability of Northrim to execute its business plans; potential further increases in interest rates; the value of securities held in our investment portfolio; the impact of the results of government shutdowns and government initiatives on the regulatory landscape, natural resource extraction industries, and capital markets; the impact of declines in the value of commercial and residential real estate markets, high unemployment rates, tariffs, inflationary pressures and slowdowns in economic growth; risks related to the proposed merger with PBCO Financial Corporation including, among others, (i) failure to complete the merger or unexpected delays related to the merger or either party’s inability to obtain regulatory, shareholder approvals, or satisfy other closing conditions required to complete the merger, (ii) regulatory approvals resulting in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction, (iii) certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions, (iv) diversion of management’s attention from ongoing business operations and opportunities, (v) cost savings and any revenue or expense synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (vi) deposit attrition, customer or employee loss, and/or revenue loss as a result of the announcement of the merger, (viii) expenses related to the merger being greater than expected, and (ix) shareholder litigation that could prevent or delay the closing of the Merger or otherwise negatively impact our business and operations; changes in banking regulation or actions by bank regulators; potential further increases in inflation, supply-chain constraints, and potential geopolitical instability, including the wars in Ukraine and Iran; financial stress on borrowers (consumers and businesses) as a result of higher rates or an uncertain economic environment; the general condition of, and changes in, the Alaska economy; our ability to maintain or expand our market share or net interest margin; the sufficiency of our allowance for credit losses and the accuracy of the assumptions or estimates used in preparing our financial statements, including those related to current expected credit losses accounting guidance; our ability to maintain asset quality; our ability to implement our marketing and growth strategies; our ability to identify and address cyber-security risks, including security breaches, “denial of service attacks,” “hacking,” and identity theft and increased cyber threats due to artificial intelligence; disease outbreaks; and our ability to execute our business plan. Further, actual results may be affected by competition on price and other factors with other financial institutions; customer acceptance of new products and services; the regulatory environment in which we operate; and general trends in the local, regional and national banking industry and economy. In addition, there are risks inherent in the banking industry relating to collectability of loans and changes in interest rates. Many of these risks, as well as other risks that may have a material adverse impact on our operations and business, are identified in Part II. Item 1A Risk Factors of this report and Part I. Item 1A in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as well as in our other filings with the Securities and Exchange Commission. However, you should be aware that these factors are not an exhaustive list, and you should not assume these are the only factors that may cause our actual results to differ from our expectations. In addition, you should note that forward looking statements are made only as of the date of this report and that we do not intend to update any of the forward-looking statements or the uncertainties that may adversely impact those statements, other than as required by law.
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New text
“Recent Developments”
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New text topics: interest rate
“The following tables set forth the changes in tax equivalent net interest income attributable to changes in volume and to changes in interest rates for the six-month periods ending June 30, 2026 and 2025. Changes attributable to the combined effect of volume and interest rate have been allocated proportionately to the changes due to volume and the changes due to interest rates. The Company did not have any fed funds sold or securities purchased with agreements to resell for the six-month periods ending June 30, 2026 and 2025.”
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Reworded topics: interest rate

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At MarchJune 31,30, 2026 and December 31, 2025, the Company had trust preferred securities in the principal amount of $10 million. These securities carry an interest rate of 90-day CME SOFR plus tenor spread adjustment of 0.26% plus 1.37% per annum, adjusted quarterly. The securities have a maturity date of March 15, 2036, and are callable by the Company on or after March 15, 2011. These securities are treated as Tier 1 capital by the Company’s regulators for capital adequacy calculations. At MarchJune 31,30, 2026 and December 31, 2025, the securities had an interest rate of 5.31%5.30% and 5.35%, respectively. The Company entered into an interest rate swap in the third quarter of 2017 to hedge the variability in cash flows arising out of its junior subordinated debentures, by swapping the cash flows with an interest rate swap which receives floating and pays fixed. The Company has designated this interest rate swap as a hedging instrument. The interest rate swap effectively fixes the Company's interest payments on the $10 million of junior subordinated debentures held under NST2Northrim Statutory Trust 2 at 3.72% through its maturity date. Net of the impact of the interest rate swap, interest expense on these securities was $93,000$95,000 in the firstsecond quarter of 2026 and $92,000$94,000 in the second quarter of 2025. Net of the impact of the interest rate swap, interest expense on these securities was $189,000 in the first quartersix months of 2026 and $185,000 in the first six months of 2025. The Company also had interest expense of $4,000 in the firstsecond quarter of 2026 and $5,000 in the second quarter of 2025 and $8,000 in the first quartersix months of 2026 and $9,000 in the first six months of 2025 on common securities related to this junior subordinated debt.
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“On July 22, 2026, we announced that we, Whitewater Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and PBCO Financial Corporation (“PBCO”), the parent company of People’s Bank of Commerce, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Northrim will acquire PBCO in an all-stock transaction. …”
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RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2026 AS COMPARED TO THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2025
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Reworded

This quarterly report on Form 10-Q includes “forward-looking statements,” as that term is defined for purposes of Section 21E of the Securities Exchange Act of 1934, as amended, which are not historical facts. These forward-looking statements describe management’s expectations about future events and developments such as future operating results, growth in loans and deposits, continued success of the Company’s style of banking, and the strength of the local economy. All statements, other than statements of historical fact, regarding our financial position, business strategy, management’s plans and objectives for future operations are forward-looking statements. We use words such as “anticipate,” “believe,” “expect,” “intend” and similar expressions in part to help identify forward-looking statements. Forward-looking statements reflect management’s current plans and expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations, and those variations may be both material and adverse. Forward-looking statements are subject to various risks and uncertainties that may cause our actual results to differ materially and adversely from our expectations as indicated in the forward-looking statements. These risks and uncertainties include: descriptions of Northrim’s financial condition, results of operations, asset based lending volumes, asset and credit quality trends and profitability; the ability of Northrim to execute its business plans; potential further increases in interest rates; the value of securities held in our investment portfolio; the impact of the results of government shutdowns and government initiatives on the regulatory landscape, natural resource extraction industries, and capital markets; the impact of declines in the value of commercial and residential real estate markets, high unemployment rates, tariffs, inflationary pressures and slowdowns in economic growth; risks related to the proposed merger with PBCO Financial Corporation including, among others, (i) failure to complete the merger or unexpected delays related to the merger or either party’s inability to obtain regulatory, shareholder approvals, or satisfy other closing conditions required to complete the merger, (ii) regulatory approvals resulting in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction, (iii) certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions, (iv) diversion of management’s attention from ongoing business operations and opportunities, (v) cost savings and any revenue or expense synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (vi) deposit attrition, customer or employee loss, and/or revenue loss as a result of the announcement of the merger, (viii) expenses related to the merger being greater than expected, and (ix) shareholder litigation that could prevent or delay the closing of the Merger or otherwise negatively impact our business and operations; changes in banking regulation or actions by bank regulators; potential further increases in inflation, supply-chain constraints, and potential geopolitical instability, including the wars in Ukraine and Iran; financial stress on borrowers (consumers and businesses) as a result of higher rates or an uncertain economic environment; the general condition of, and changes in, the Alaska economy; our ability to maintain or expand our market share or net interest margin; the sufficiency of our allowance for credit losses and the accuracy of the assumptions or estimates used in preparing our financial statements, including those related to current expected credit losses accounting guidance; our ability to maintain asset quality; our ability to implement our marketing and growth strategies; our ability to identify and address cyber-security risks, including security breaches, “denial of service attacks,” “hacking,” and identity theft and increased cyber threats due to artificial intelligence; disease outbreaks; and our ability to execute our business plan. Further, actual results may be affected by competition on price and other factors with other financial institutions; customer acceptance of new products and services; the regulatory environment in which we operate; and general trends in the local, regional and national banking industry and economy. In addition, there are risks inherent in the banking industry relating to collectability of loans and changes in interest rates. Many of these risks, as well as other risks that may have a material adverse impact on our operations and business, are identified in Part II. Item 1A Risk Factors of this report and Part I. Item 1A in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as well as in our other filings with the Securities and Exchange Commission. However, you should be aware that these factors are not an exhaustive list, and you should not assume these are the only factors that may cause our actual results to differ from our expectations. In addition, you should note that forward looking statements are made only as of the date of this report and that we do not intend to update any of the forward-looking statements or the uncertainties that may adversely impact those statements, other than as required by law.

Added

Recent Developments

Added

On July 22, 2026, we announced that we, Whitewater Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and PBCO Financial Corporation (“PBCO”), the parent company of People’s Bank of Commerce, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Northrim will acquire PBCO in an all-stock transaction. Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) PBCO will merge with and into Merger Sub, with Merger Sub surviving the merger (the “Merger”), (ii) immediately following the merger of PBCO and Merger Sub, and as a part of a single integrated transaction, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Subsidiary Merger”, and together with the Merger, the “Mergers”), and (iii) promptly following such merger, Northrim Bank (the “Bank”) and People’s Bank of Commerce, a wholly owned subsidiary of PBCO, will merge (the “Bank Merger”), with the Bank continuing as the surviving bank. Pursuant to the terms of the Merger Agreement, PBCO shareholders will receive 1.160 shares of Northrim common stock for each PBCO share they own. The combined company will have approximately $4.2 billion in assets and will expand Northrim’s banking footprint into Oregon. The acquisition is expected to close in the fourth quarter of 2026 or early in the first quarter of 2027, subject to satisfaction of customary closing conditions, including receipt of regulatory, and shareholder approvals. The acquisition reflects a significant strategic investment to diversify the Company’s geographic footprint and position the Company for continued growth while preserving its Alaska-based community banking identity.

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Alaska’s seasonally adjusted unemployment rate was 4.8%4.6% atin the endMay of 2025,2026, compared to 4.4%4.3% for the United States, according to the Alaska Department of Labor and Workforce Development. Both rates were unchanged from April of 2026. Alaska had a total of 323,900343,600 payroll jobs in DecemberMay of 20252026 in Alaska, not including uniformed military. This was anconsistent increasewith May of 0.5%2025. Year over year, the private sector grew by 0.9%, while the government sector declined 2.9%. The Federal component lost 1,500 jobs, or 1,500-9.8% since May of 2025, the State of Alaska decreased -700 jobs or 2.9% and Local government decreased -0.5%. The largest private sector growth came from DecemberOil of& 2024.Gas, up 1,000 direct jobs or +11.6%. Transportation, Warehousing and Utilities grew 1,600 jobs or +5.9% and Financial Activities added 200 jobs or +1.9%.

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Alaska’s seasonally adjusted aggregate personal income was $59.2$60 billion in the thirdfirst quarter of 20252026 according to the Federal Bureau of Economic Analysis (“BEA”). Alaska enjoyed an annual personal income improvement of 4.4%2.9% between the thirdfirst quarter of 20242025 and the thirdfirst quarter of 2025.2026. PerBased on a population estimate of 736,884 people, the per capita personal income in Alaska was estimated$81,386. atThis $79,850is compared to the U.S. average of $76,513,$77,816, according to the BEA, ranking Alaska 14th11th highest of the 50 U.S. states.

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Alaska’s Gross State Product (“GSP”) in the thirdfirst quarter of 20252026 reached $75.3$78.8 billion according to the BEA. Alaska’s inflation adjusted “real” GSP increased 1.5%2.1% in 2024, and 3.8% annualized throughbetween the thirdfirst quarter of 2025.2025 and 2026. The average U.S. GDP growth rate was 2.8%2.7% for 2024, and 4.4% annualized through the thirdsame quartertime of 2025.period.

Reworded

Alaska exported $6.7 billion in goods directly to foreign countries in 2025 according to the U.S. Census Bureau, a 13.4% increase over 2024 totals. South Korea took over the top trade spot by importing $1.1 billion in goods directly from Alaska. This was a 73% increase over 2024. South Korea imports significant quantities of fish, lead and zinc. The rapid growth came primarily from $515 million in gold and silver purchases in 2025. Australia imported over $1 billion in goods, primarily gold, zinc and lead. Australia’s growth rate in Alaska products was 30% in 2025. Japan moved up to the third spot with a 38% growth in purchases totaling $927 million in 2025. Japan has been a leading customer of a large variety of fish products from Alaska for decades and also purchases an array of minerals. China slipped from first to fourth place due in part to complex U.S. tariff negotiations. China’s imports from Alaska dropped 47% from $1.5 billion in 2024 to $803 million in 2025. Oil & Gas does not contribute a significant amount to international exports ($246 million in 2025) because the majority of Alaska’s production is refined and consumed within the United States.

Reworded

According to the U.S. Bureau of Labor Statistics, the Consumer Price Index (“CPI”) for the U.S. increased 2.4%3.8% between FebruaryApril of 2025 and FebruaryApril of 2026. In Alaska, the rate of increase was lowerhigher at 1.5%4.3% for the same time period. The largest increases since last FebruaryApril came from Apparel (+9.7%), Motor Fuel (+4.9%33.1%), Apparel (+15%), Recreation (+5.3%), and Housing (+3.3%), and Recreation (+2%4.8%). SlowerThere increases orwere declining costs in FoodNew and BeverageUsed Vehicles (+1.7%) Medical Care (+1.2%), Education (-1.3%-2.8%), and TransportationEducation (-3.3%-2%), helpedto help moderate inflationary pressures in Alaska relative to the U.S. in 2025.Alaska.

Reworded

The monthly average price of Alaska North Slope (“ANS”) crude oil ranged between $76.39 a barrel in January of 2025 and $62.70 in December 2025. Prices began to rise dramatically in 2026 after conflictconflicts began in Venezuela and Iran. ANS was priced at $110a monthly average price of $111.17 in April of 2026 and $114.66 a barrel onin MarchMay 31,of 2026. ANS has been earning a consistent premium over Brent and West Texas crude prices. The Alaska Department of Revenue (“DOR”) calculated ANS crude oil production was 468 thousand barrels per day (“bpd”) in Alaska’s fiscal year ending June 30, 2025. In the Fall 2025 Revenue Forecast published December 19, 2025, the DOR expects production to average 457 thousand bpd in fiscal year 2026 and 518 thousand bpd in fiscal year 2027. Over the next decade it is expected to continue to grow to 621 thousand bpd, or 33% by fiscal year 2036. This is primarily a result of new production coming on-line in and around the NPR-A region west of Prudhoe Bay. A partnership between Santos and Repsol is constructing the new Pikka field and ConocoPhillips is developing the large new Willow field. There are also several smaller new fields in Alaska’s North Slope that are contributing to the State of Alaska’s production growth estimate.

Reworded

The Alaska Permanent Fund is seeded annually by the oilnatural resource wealth the State continues to save each year and has grown significantly over 40 years of successful investment. As of FebruaryMay 28,31, 2026 the fund’s value was $88.8$92.2 billion. According to the DOR it is scheduled to contribute $3.8 billion to Alaska’s General Fund in fiscal year 2026 and $4 billion in fiscal year 2027 for general government spending and to pay the annual dividend in October to Alaskan residents.

Reworded

According to the Alaska Multiple Listing Services, the average sales price of a single-family home in Anchorage rose 4.4% in 2025 to $532,339, following an increase of 6.2% in 2024 and 5.2% in 2023. This was the eighth consecutive year of price increases. In the first six months of 2026, prices are up 6.5% on average to $567,221.

Reworded

The average sales price for single family homes in the Matanuska Susitna Borough rose 6.6% in 2025 to $440,217, after climbing 3.8% in 2024 and 4% in 2023. In the first half of 2026 average prices in the Matanuska Susitna Borough are up 2.9%. This continues a trend of average price increases for more than a decade in the region. These two markets represent where the majority of the Bank’s residential lending activity occurs.

Reworded

The Alaska Multiple Listing Services reported a 0.6%1% decreaseincrease in the number of units sold in Anchorage when comparing 2025January to 2024.June There2026 wereto 2,222the homessame soldperiod in 20252025. andThe 2,235number sold in 2024. Last year there were 1,766of homes sold in the Matanuska Susitna Borough,Borough comparedin the first half of 2026 is 1.9% lower than January to 1,632June in 2024, an increase of 8.2%.2025.

Reworded

The Board of Governors of the Federal Reserve System lowered its benchmark interest rate target to 3.50%-3.75% as of both MarchJune 31,30, 2026 and December 31, 2025. The prime rate of interest was 6.75% as of both MarchJune 31,30, 2026 and December 31, 2025.

Reworded

Highlights and Summary of Performance - FirstSecond Quarter of 2026

Reworded

The Company reported net income and earnings per diluted share of $13.7$15.3 million and $0.61,$0.68, respectively, for the firstsecond quarter of 2026 compared to net income and earnings per diluted share of $13.3$11.8 million and $0.60,$0.52, respectively, for the second quarter of 2025. The Company reported net income and earnings per diluted share of $29.0 million and $1.29, respectively, for the first quartersix months of 2026 compared to net income and earnings per diluted share of $25.1 million and $1.12, respectively, for the first six months of 2025. The increase in net income infor the second quarter of 2026 compared to the periodsame quarter last year iswas mostly due to an increase in net interest income. The increase in net income for the first six months of 2026 compared to the same period a year ago was primarily due to an increase in net interest income and higher mortgage banking income, which were partially offset by aan higherincrease in the provision for credit losses and higher other operating expenses.

Reworded

•Net interest margin was 4.72%4.96% for the firstsecond quarter of 2026, up 17-basis30-basis points from the firstsecond quarter a year ago.

Reworded

•Portfolio loans were $2.36$2.39 billion at MarchJune 31,30, 2026, up 11%4% from aDecember year31, ago,2025, primarily due to new customer relationships and expanding market share, as well as retaining certain mortgages originated by Residential Mortgage, a subsidiary of the Bank.

Reworded

•Total deposits were $2.87$2.92 billion at MarchJune 31,30, 2026, up 2%4% from $2.81 billion at December 31, 2025. Non-interest bearing demand deposits increased 11%6% year-over-year to $826.4$826.3 million at MarchJune 31,30, 2026 and represent 29%28% of total deposits.

Reworded

•The average cost of interest-bearing deposits was 1.77%1.71% at MarchJune 31,30, 2026, down from 2.01%2.04% at MarchJune 31,30, 2025.

Reworded

•Average purchased receivables and loan balances for the Specialty Finance segment were $132.2$141.5 million for the firstsecond quarter of 2026, compared to average balances of $97.1$124.1 million for the firstsecond quarter of 2025.

Reworded

Nonperforming assets: Nonperforming assets, net of government guarantees were $15.3$23.0 million at MarchJune 31,30, 2026 and $11.4 million at December 31, 2025. Other Real Estate Owned (“OREO”), net of government guarantees was $1.0$1.2 million at MarchJune 31,30, 2026 and zero at December 31, 2025. Repossessed assets were zero at both MarchJune 31,30, 2026 and December 31, 2025. Nonperforming loans, net of government guarantees increased $2.9$10.5 million or 25%93% to $14.2$21.8 million as of MarchJune 31,30, 2026 from $11.3 million as of December 31, 2025, primarily due to the addition of fourthree loans to a single borrower in the first threesix months of 2026. Nonperforming purchased receivables decreased $67,000 or 100% to zero as of MarchJune 31,30, 2026 from $67,000 as of December 31, 2025 as a result of a paydown received on one relationship. Of the nonperforming assets, net of government guarantees at MarchJune 31,30, 2026, $10.5$18.6 million are attributable to the Community Banking segment, $499,000$494,000 are attributable to the Home Mortgage Lending segment, and $4.3$3.9 million are attributable to the Specialty Finance segment. The increase in nonperforming assets was primarily in the Community Banking segment and was mostly attributable to one relationship which includes both commercial real estate and commercial loans which are well-collateralized.

Reworded

Potential problem assets: Potential problem loans are loans which are currently performing in accordance with contractual terms but that have developed negative indications that the borrower may not be able to comply with present payment terms and which may later be included in nonaccrual or past due. These loans are closely monitored and their performance is reviewed by management on a regular basis. All potential problem loans are individually evaluated for the purposes of establishing an allowance for credit losses. At MarchJune 31,30, 2026, management had identified $20.1$11.5 million potential problem loans, down slightly from $21.2 million at December 31, 2025. This decrease is primarily due to the transfer of three loans to a single borrower to nonaccrual status, as well as paydowns which occurred in the first quartersix months of 2026.

Reworded

Our critical accounting estimates are described in detail in Part II. Item 7, Management’s Discussion and Analysis, and in Note 1, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the valuation techniques or assumptions within the models that affect our estimates during the firstsecond quarter of 2026.

Reworded

Allowance for Credit Losses Policy: Management performs a hypothetical sensitivity analysis of our Allowance for Credit Losses (“ACL”) quarterly to understand the impact of a change in a key input on our ACL. As of MarchJune 31,30, 2026, if the four-quarter U.S. unemployment rate forecast had been approximately 3% higher and the four-quarter annualized growth rate in the U.S. Gross Domestic Product had been approximately 13%12% lower, our ACL for loans would have increased $483,000,$519,000, or 2%. As of MarchJune 31,30, 2026, if the four-quarter national unemployment rate forecast had been approximately 28%29% higher and the four-quarter annualized growth rate in the U.S. Gross Domestic Product had been approximately 6%3% lower, which represents management's estimate of long-term mean rates for these economic factors, our ACL for loans would have increased $2.4$2.2 million, or 10%.9%. As of MarchJune 31,30, 2026, if the estimated prepayment and curtailment rates are doubled (with a maximum rate of 100%), our ACL for loans would have decreased $2.2$2.1 million, or 9%. As of MarchJune 31,30, 2026, if the estimated prepayment and curtailment rates are cut in half, our ACL for loans would have increased $1.8$1.7 million, or 7%. These sensitivity analyses include the impact to both the quantitative and qualitative components of our ACL. Changes in quantitative inputs and qualitative loss factors may not occur in the same direction or magnitude across all segments of our loan portfolio and deterioration in some quantitative inputs and qualitative loss factors may offset improvement in others. This sensitivity analysis does not represent a change to our expectations of the economic environment but provides a hypothetical result to assess the sensitivity of the ACL to a change in a key input. This sensitivity analysis does not incorporate changes to management’s judgment of qualitative loss factors.

Reworded

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2026 AS COMPARED TO THE THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2025

Reworded

Net income for the firstsecond quarter of 2026 increased $351,000$3.6 million to $13.7$15.3 million as compared to $13.3$11.8 million for the same period in 2025. The increase in net income in the firstsecond quarter of 2026 as compared to the same quarter a year ago is mostly due to a $3.4$3.5 million increase in net interest income and a $2.2 million increase in mortgage banking income. These increases were only partially offset by a $2.5 million increase in other operating expenses and $2.4 million increase in provision for credit losses.

Added

Net income for the first six months of 2026 increased $3.9 million to $29.0 million as compared to $25.1 million for the same period in 2025. The increase in net income in the first six months of 2026 as compared to the same period a year ago is mostly due to a $6.9 million increase in net interest income and a $1.9 million increase in mortgage banking income, which were partially offset by a $2.0 million increase in the provision for credit losses and a $2.0 million increase in other operating expenses.

Reworded

Net income in the Community Banking segment decreasedincreased $288,000$4.0 million or 3%52% in the firstsecond quarter of 2026 compared to the same period a year ago primarily due to an increase in the provision for credit losses and salaries and other personnel expense which were only partially offset by an increase in net interest incomeincome, which totaled $31.8$33.2 million in the firstsecond quarter of 2026, and $28.2$30.0 million in the firstsecond quarter of 2025.2025, as well as a decrease in other operating expenses and the provision for credit losses. Net interest income increased $3.7$3.3 million or 13%11% in the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025 mostly due to higher interest income on loansloans, investments, and deposits in banks as well as lower interest expense on deposits.

Reworded

The provision for credit losses in the Community Banking segment was $153,000$503,000 in the firstsecond quarter of 2026 compared to a benefit to the provision for credit losses of $1.8$1.3 million in the same quarter a year ago. The increasedecrease to the provision for credit losses in the Community Banking segment in the firstsecond quarter of 2026 as compared to the same quarter a year ago was primarily a result of thelarger factincreases thatin therequalitative were changesfactors in the Company'ssecond lossquarter rateof regression2025 modelswhen foradversely commercial,classified commercialassets, realnet estate,of andgovernment constructionguarantees loansincreased 75% to $32.1 million. Adversely classified assets, net of government guarantees are $28.9 million in the firstCommunity quarterBanking ofsegment 2025.at June 30, 2026.

Reworded

Other operating expenses in the Community Banking segment totaled $20.4 million in the firstsecond quarter of 2026, updown $1.8$1.3 million or 10%6% from $18.6$21.8 million in the firstsecond quarter a year ago. The increasedecrease in the firstsecond quarter of 2026 as compared to the same quarter a year ago was mostly due to a $1.6$942,000 million increasedecrease in salaries and other personnel expense,expense whichdue includesto $771,000lower ingroup highermedical salaryclaims expense and alower $296,000accruals increasefor inprofit groupsharing medicaland expenses,related taxes, as well as increases in occupancy expense, marketing expense, professional fees, and data processing expense. These increases were partially offset by a decrease in insurance expense. Insurance expense decreased due to a decrease in FDIC insurance expense resultingdue primarilyto fromimproved higher capital ratios. The issuance of subordinated debentures in the fourth quarter of 2025 positively impacted the Company's risk basedregulatory capital ratios whichand benefiteda thedecrease FDIC'sin calculation for insurancemarketing expense. These decreases were only partially offset by an increase in professional fees.

Added

Net income in the Community Banking segment increased $3.7 million or 20% in the first six months of 2026 as compared to the same period a year ago primarily due to increases in net interest income primarily due to higher interest income due to higher earning-asset balances and higher yields. This increase was only partially offset by an increase the provision for credit losses due to higher loan balances and a higher estimated loss rate due to an increase in estimated loss rates due to trends in qualitative factors, as well as an increase in the provision for income taxes.

Reworded

Net income in the Home Mortgage Lending segment increaseddecreased $282,000$322,000 or 35%17% in the firstsecond quarter of 2026 compared to the same period a year ago primarily due to higher other operating expenses and lower mortgage servicing revenue, which was only partially offset by ana increasedecrease in the provision for credit losses, higher other operating expenses, and lower net interest incomelosses in the Home Mortgage Lending segment.segment due to lower loan growth. During the firstsecond quarter of 2026, mortgage loans funded for sale were $123.4$239.1 million, compared to $108.5$249.7 million in the firstsecond quarter of 2025.

Reworded

The provision for credit losses in the Home Mortgage Lending segment was $562,000$279,000 in the firstsecond quarter of 2026 compared to a benefit to the provision for credit losses of $307,000$639,000 in the firstsecond quarter of 2025. The increasedecrease in the provision for credit losses in the firstsecond quarter of 2026 in the Home Mortgage Lending segment as compared to the same quarter a year ago was primarily a result of highera growthlower increase in loan balances.balances primarily due to the the sale of mortgage loans.

Reworded

Other operating expenses in the Home Mortgage Lending segment totaled $7.2$8.1 million in the firstsecond quarter of 2026 compared to $6.5$7.6 million in the firstsecond quarter a year ago. The increase in the firstsecond quarter of 2026 as compared to the same quarter a year ago was mostly due to increases in salaries and other personnel expense due to higher commissionsgroup paidmedical to mortgage originators due to higher volume.expenses.

Reworded

The Arizona, Colorado, and Pacific Northwest mortgage expansion markets were responsible for 35%27% of Residential Mortgage's $152$222 million total production in the firstsecond quarter of 2026 and 20%22% of $122$216 million total production in the firstsecond quarter a year ago.

Reworded

As of MarchJune 31,30, 2026, Northrim serviced 6,6376,657 loans in its $1.64$1.66 billion home-mortgage-servicing portfolio, ana 11%7% increase from the $1.48$1.55 billion serviced a year ago.

Added

Net income in the Home Mortgage Lending segment decreased slightly, $40,000 or 1% in the first six months of 2026. An increase in other operating income due to higher mortgage loans funded for sale was offset by increases in other operating expenses primarily due to higher originator commissions and an increase in the the provision for credit losses as compared to the same period a year ago.

Reworded

Net income in the Specialty Finance segment increaseddecreased $357,000$116,000 or 21%6% in the firstsecond quarter of 2026 compared to the same period a year ago primarily due to higher other operating expenses, which were only partially offset by increased purchased receivable balances.

Added

Net income in the Specialty Finance segment increased $241,000 or 6% in the first six months of 2026 compared to the same period a year ago primarily due to increased purchased receivable balances, which were only partially offset by higher other operating expenses.

Reworded

Average purchased receivables and loan balances for the Specialty Finance segment were $132.2$141.5 million for the firstsecond quarter of 2026, compared to average balances of $97.1$124.1 million for the firstsecond quarter of 2025.

Reworded

Net interest income for the firstsecond quarter of 2026 increased 11% or $3.4$3.5 million, to $34.7$37.1 million as compared to $31.3$33.6 million for the firstsecond quarter of 2025. The net interest margin increased 1730 basis points to 4.72%4.96% in the firstsecond quarter of 2026 as compared to 4.55%4.66% in the firstsecond quarter of 2025. The increase in net interest income in the firstsecond quarter of 2026 compared to the same period in 2025 was primarily the result of increased interest on loans, loans held for sale, interest bearing deposits in other banks, and long term investments, as well as a decrease in interest expense on deposits,deposits and borrowings, which were only partially offset by an increase in interest expense on borrowings.subordinated debentures. The increase in net interest margin in the firstsecond quarter of 2026 as compared to the same period of 2025 was primarily due to a favorable change in the mix of earning-assets towards higher loan balances as a percentage of total earning-assetsearning-assets, as well as a decrease in the cost of interest-bearing deposits.deposits and higher average yields on interest-earning assets.

Added

Net interest income for the first six months of 2026 increased 11% or $6.9 million, to $71.8 million as compared to $64.9 million for the first six months of 2025. The net interest margin increased 23 basis points to 4.84% in the first six months of 2026 as compared to 4.61% in the first six months of 2025. The increase in net interest income in the first six months of 2026 compared to the same period in 2025 was primarily the result of increased interest on loans, interest bearing deposits in other banks, and long term investments, as well as a decrease in interest expense on deposits and borrowings, which were only partially offset by an increase in interest expense on subordinated debentures. The increase in net interest margin in the first six months of 2026 as compared to the same period of 2025 was primarily due to a favorable change in the mix of earning-assets towards higher loan balances as a percentage of total earning-assets and higher yields on those assets, as well as a decrease in the cost of interest-bearing liabilities.

Reworded

The following table compares average balances and rates as well as margins on earning assets for the three-month periods ended MarchJune 31,30, 2026 and 2025. Average yields or costs are calculated on a tax-equivalent basis.

Reworded

3Interest income includes loan fees. Loan fees recognized during the period and included in the yield calculation totaled $1.2$1.4 million and $1.1$1.2 million in the firstsecond quarter of 2026 and 2025, respectively.

Reworded

4Nonaccrual loans are included with a zero effective yield. Average nonaccrual loans included in the computation of the average loan balances were $13.2$16.4 million and $7.6$8.1 million in the firstsecond quarter of 2026 and 2025, respectively.

Reworded

The following tables set forth the changes in consolidatedtax equivalent net interest income attributable to changes in volume and to changes in interest rates for the three-month periods ending MarchJune 31,30, 2026 and 2025. Changes attributable to the combined effect of volume and interest rate have been allocated proportionately to the changes due to volume and the changes due to interest rates. The Company did not have any fed funds sold or securities purchased with agreements to resell for the three-month periods ending MarchJune 31,30, 2026 and 2025.

Added

The following table compares average balances and rates as well as margins on earning assets for the six-month periods ended June 30, 2026 and 2025. Average yields or costs are calculated on a tax-equivalent basis.

Added

1Consists of interest bearing deposits in other banks and domestic CDs.

Added

2Consists of investment securities available for sale, investment securities held to maturity, marketable equity securities, and investment in Federal Home Loan Bank stock.

Added

3Interest income includes loan fees. Loan fees recognized during the period and included in the yield calculation totaled $2.6 million and $2.3 million in the first six months of 2026 and 2025, respectively.

Added

4Nonaccrual loans are included with a zero effective yield. Average nonaccrual loans included in the computation of the average loan balances were $14.8 million and $7.8 million in the first six months of 2026 and 2025, respectively.

Added

5The Company does not have any fed funds sold or securities purchased with agreements to resell to disclose as part of its total interest-earning assets in the periods presented.

Added

6Tax-equivalent yields/costs assume a federal tax rate of 21% and state tax rate of 7.43% for a combined tax rate of 28.43%.

Added

The following tables set forth the changes in tax equivalent net interest income attributable to changes in volume and to changes in interest rates for the six-month periods ending June 30, 2026 and 2025. Changes attributable to the combined effect of volume and interest rate have been allocated proportionately to the changes due to volume and the changes due to interest rates. The Company did not have any fed funds sold or securities purchased with agreements to resell for the six-month periods ending June 30, 2026 and 2025.

Reworded

The provision or benefit for credit loss is the amount of expense or benefit that, based on our judgment, is required to maintain the Allowance for Credit Losses (“ACL”) at an appropriate level under the Company's Current Expected Credit Losses (“CECL”) model. The determination of the amount of the ACL is complex and involves a high degree of judgment and subjectivity. The following table presents the major categories of credit loss expense for the three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025:

Added

The decrease to the provision for credit losses on loans in the second quarter of 2026 as compared to the same period a year ago was primarily a result of larger increases in qualitative factors in the second quarter of 2025 due to the fact that adversely classified assets, net of government guarantees increased 75% to $32.1 million. The increase to the provision for credit losses on unfunded commitments in the second quarter of 2026 as compared to the same period a year ago was primarily due to higher balances of unfunded commitments. The increase to the provision for credit losses on purchased receivables in the second quarter of 2026 as compared to the same period a year ago was primarily due to an increase in the quantitive allowance for credit losses on pooled purchased receivables due to an increase in concentration of these assets.

Removed

The increase to the provision for credit losses on loans in the first quarter of 2026 as compared to the same period a year ago was primarily a result of higher growth loan balances as well as an increase in individually evaluated loans. The decrease to the provision for unfunded commitments in the first quarter of 2026 primarily due to changes in the loss rate on unfunded commitments.

Added

Other operating income for the three-month period ended June 30, 2026 increased $97,000, or 1%, to $16.7 million as compared to $16.6 million for the same period in 2025, primarily due to a $576,000 increase in purchased receivable income in the second quarter of 2026 compared to the same quarter a year ago, as well as increases in bankcard fees and services charges on deposit accounts. The fair value of marketable equity securities increased $86,000 in the second quarter of 2026 compared to the same quarter a year ago. These increases were partially offset by lower mortgage banking income due to lower production and a decrease in other income mostly attributable to lower merchant fees and a decrease in the fair value of commercial servicing rights.

Reworded

Other operating income for the three-monthsix-month period ended MarchJune 31,30, 2026 increased $1.8$1.9 million, or 14%,7%, to $14.9$31.6 million as compared to $13.0$29.7 million for the same period in 2025, primarily due to a $2.2$1.9 million increase in mortgage banking income due to higher production, as well as a $576,000 increase in purchased receivable income in the first quartersix months of 2026 compared to the same quarterperiod a year ago. Bankcard fees and services charges on deposit accounts also increased in the first six months of 2026 compared to the same period a year ago. These increases were partially offset by a decrease in other income mostly attributable to lower merchant fees and a decrease in the fair value of commercial servicing rights. The fair value of marketable equity securities decreased $206,000$120,000 in the first quartersix months of 2026 compared to the same quarterperiod a year ago.

Showing the first 60 of 91 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

NRIM insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 1,200 shares, about $31.4K) and open-market sales in 4 filings (4 insiders, 4 trade dates, 22,180 shares, about $584.5K). Net open-market shares: -20,980 (purchases minus sales); net value about -$553.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-08Thomas Linda C
Director
Open-market purchase 1,200$26.20 $31.4K6,688 SEC
2026-08-31Drabek Anthony
Director
Open-market sale 1,200$25.52 $30.6K14,120 SEC
2026-08-28Ballard Jed W
EVP, CFO
Open-market sale 3,392$25.91 $87.9K26,935 SEC
2026-08-28Ballard Jed W
EVP, CFO
Open-market sale 100$25.93 $2.6K26,835 SEC
2026-08-03Edwards Mark Douglas
EVP, CCO of Northrim Bank
Open-market sale 2,000$27.00 $54.0K18,033 SEC
2026-07-31Edwards Mark Douglas
EVP, CCO of Northrim Bank
Open-market sale 2,000$26.33 $52.7K20,033 SEC
2026-07-31Criqui Jason Alexander
EVP, CBO of Northrim Bank
Open-market sale 12,488$26.44 $330.2K12,653 SEC
2026-07-31Criqui Jason Alexander
EVP, CBO of Northrim Bank
Open-market sale 500$26.53 $13.3K25,641 SEC
2026-07-31Criqui Jason Alexander
EVP, CBO of Northrim Bank
Open-market sale 500$26.48 $13.2K25,141 SEC

Well-known investors holding NRIM (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Two Sigma Investments COM2026-06-30179,293$5.0M0.0%Reduced 24%
AQR Capital Management (Cliff Asness) COM2026-06-30142,213$3.9M0.0%Added 54%
Citadel Advisors (Ken Griffin) COM2026-06-30120,994$3.4M0.0%Added 274%
Millennium Management (Israel Englander) COM2026-06-3030,197$837.7K0.0%Reduced 79%
Point72 Asset Management (Steve Cohen) COM2026-06-3022,528$624.9K0.0%Reduced 27%
Renaissance Technologies COM2026-06-3022,000$503.4K—Sold out

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when NRIM files, watchlists and downloadable comparisons.