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Northrim BanCorp, Inc. Announces Completion of $60.0 Million Subordinated Notes Offering

Northrim BanCorp (NASDAQ: NRIM) completed a private placement of $60.0 million aggregate principal of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035.

(Neutral)

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Rhea-AI Summary

Northrim BanCorp (NASDAQ: NRIM) completed a private placement of $60.0 million aggregate principal of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035. The Notes pay a fixed 6.875% annual rate for five years, then reset quarterly to three-month SOFR + 348 bps. The Notes are intended to qualify as Tier 2 regulatory capital.

The company intends to use net proceeds for general corporate purposes and to support regulatory capital ratios for growth initiatives. The offering included registration rights to allow exchange for registered subordinated notes. Placement agents were Keefe, Bruyette & Woods and Hovde Group; legal counsel included Hunton Andrews Kurth and Squire Patton Boggs.

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Positive

  • $60.0M proceeds added to capital base
  • Notes qualify as Tier 2 capital for regulatory ratios
  • Fixed 6.875% coupon for first five years

Negative

  • Quarterly reset to SOFR + 348 bps after year five
  • Added subordinated debt increases long-term interest expense
  • Notes are unsecured and not FDIC insured
Argus Nov 28 session
-1.96% close to close Open Argus
Details

News Market Reaction – NRIM

On Nov 28, the first trading day after this news, NRIM closed 1.96% below the previous close.

Data tracked by StockTitan Argus for the Nov 28 session.

Key Figures

Subordinated notes size: $60.0 million Initial coupon: 6.875% per year Spread over SOFR: 348 basis points +3 more
Subordinated notes size
$60.0 million
Aggregate principal amount of subordinated notes issued in private placement
Initial coupon
6.875% per year
Fixed annual interest rate for first five years of the notes
Spread over SOFR
348 basis points
Reset spread over three-month SOFR after first five years
Maturity year
2035
Due date for the subordinated notes
Fixed-rate period
Five years
Duration of initial fixed 6.875% coupon before floating reset
Tier 2 capital
Intended qualification
Notes intended to qualify as Tier 2 capital for regulatory purposes

Historical Context

5 past events · Latest: Dec 05
5 events
  1. Dec 05

    Dividend declaration

    24h Move
    -3.1%

    Quarterly dividend of $0.16 with materially stronger recent earnings metrics.

  2. Nov 26

    Debt offering

    24h Move
    -2.0%

    Completion of $60M 6.875% subordinated notes to bolster regulatory capital.

  3. Nov 13

    Credit ratings

    24h Move
    -0.2%

    KBRA assigned BBB-range long-term ratings with a Stable outlook.

  4. Oct 22

    Earnings report

    24h Move
    -0.9%

    Q3 2025 earnings with sharply higher net income and EPS plus asset growth.

  5. Aug 22

    Stock split

    24h Move
    +1.7%

    Announcement of 4-for-1 forward stock split and share authorization increase.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

subordinated notes, fixed-to-floating rate, tier 2 capital, registration rights agreement, +2 more
6 terms
subordinated notes financial
"private placement of $60.0 million in aggregate principal amount of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035"
Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.
fixed-to-floating rate financial
"6.875% Fixed-to-Floating Rate Subordinated Notes due 2035"
A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.
tier 2 capital regulatory
"The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes"
Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.
registration rights agreement financial
"the Company entered into a registration rights agreement with each of the purchasers"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
sofr financial
"reset quarterly thereafter to the then current three-month SOFR rate plus 348 basis points"
The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.
federal deposit insurance corporation regulatory
"not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency"
A U.S. government agency that insures customer deposits at member banks up to a set limit, acting like a safety net so people don’t lose their cash if a bank fails. It matters to investors because it helps maintain confidence in the banking system, reduces the chance of sudden withdrawals or bank runs, and can influence the stability and share prices of banks and financial markets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ANCHORAGE, Alaska, Nov. 26, 2025 (GLOBE NEWSWIRE) -- Northrim BanCorp, Inc. (NASDAQ: NRIM). (“Northrim” or the “Company”) today announced the completion of its private placement of $60.0 million in aggregate principal amount of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”) to certain qualified institutional buyers and institutional accredited investors.

The Notes bear interest at a fixed annual rate of 6.875% for the first five years and will reset quarterly thereafter to the then current three-month SOFR rate plus 348 basis points. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.

The Company intends to use the net proceeds from the private placement for general corporate purposes and to support regulatory capital ratios for growth initiatives.

In connection with the issuance and sale of the Notes, the Company entered into a registration rights agreement with each of the purchasers of the Notes pursuant to which the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act of 1933, as amended (the “Securities Act”), with substantially the same terms as the Notes.

Keefe, Bruyette & Woods, A Stifel Company served as the lead placement agent and Hovde Group, LLC served as the co-placement agent for the offering. Hunton Andrews Kurth LLP served as legal counsel to the Company and Squire Patton Boggs (US) LLP served as legal counsel to the placement agents.

This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

About Northrim BanCorp, Inc.

Northrim is the holding company of Northrim Bank, an Alaska-based community bank with 20 branches throughout the State of Alaska (the “Bank”). The Bank differentiates itself with its detailed knowledge of Alaska’s economy and its “Customer First Service” philosophy. Northrim Funding Services, a division of the Bank, operates a factoring and asset-based lending division in the State of Washington. Sallyport Commercial Finance, LLC, a specialty finance company, and Residential Mortgage, LLC, a regional home mortgage company, are wholly-owned subsidiaries of the Bank.

Forward-Looking Statements

This press release contains, and future oral and written statements of Northrim and the Bank may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Northrim’s current views with respect to future events, including the anticipated use of proceeds from the offering of the Notes and related matters. Any statements about Northrim’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “can,” “could,” “may,” “predicts,” “should,” “will,” “estimate,” “plans,” “expects,” “intends” and similar words or phrases. Forward-looking statements should not be relied on because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of Northrim and the Bank. These risks, uncertainties and other factors may cause the actual results, performance, and achievements of Northrim and the Bank to be materially different from the anticipated future results, performance or achievements expressed in, or implied by, the forward-looking statements. Due to these and other possible uncertainties and risks, Northrim can give no assurance that the results contemplated in the forward-looking statements will be realized and readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. Additional information regarding these factors and uncertainties to which Northrim’s business and future financial performance are subject is contained in Northrim’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on file with the U.S. Securities and Exchange Commission (the “SEC”), including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of such documents, and other documents Northrim files or furnishes with the SEC from time to time. Further, any forward-looking statement speaks only as of the date on which it is made and Northrim undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by applicable law. All forward-looking statements, express or implied, herein are qualified in their entirety by this cautionary statement.

www.northrim.com

Contact:
Mike Huston, President, CEO, and COO
 (907) 261-8750
 Jed Ballard, Chief Financial Officer
 (907) 261-3539

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Northrim (NRIM) announce on November 26, 2025 about subordinated notes?

Northrim completed a private placement of $60.0 million of 6.875% fixed-to-floating subordinated notes due 2035.

How long is the fixed-rate period and what happens after for NRIM's new notes?

The notes pay a fixed 6.875% annual rate for five years, then reset quarterly to three-month SOFR + 348 bps.

Will NRIM's subordinated notes count as regulatory capital?

The company intends for the notes to qualify as Tier 2 capital to support regulatory capital ratios.

How does Northrim plan to use the proceeds from the $60.0M NRIM offering?

Net proceeds will be used for general corporate purposes and to support regulatory capital for growth initiatives.

Are Northrim's subordinated notes insured or registered for resale?

The notes are not FDIC insured and were not registered at issuance; the company agreed to registration rights to allow exchanges for registered notes.

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