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

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.

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

News Market Reaction

-1.96%

1 alert

-1.96% News Effect

On the day this news was published, NRIM declined 1.96%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Subordinated notes size: $60.0 million Initial coupon: 6.875% per year Spread over SOFR: 348 basis points +3 more

6 metrics

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

Market Reality Check

Price: $25.65 Vol: Volume 205,689 is 1.75x t...

high vol

$25.65 Last Close

Volume Volume 205,689 is 1.75x the 20-day average of 117,753, indicating elevated trading interest ahead of this announcement. high

Technical Shares at $27.28 are trading above the 200-day MA of $21.64 and above the prior 52-week high of $26.55.

Peers on Argus

NRIM gained 6.04% with elevated volume, while most regional bank peers moved mod...

NRIM gained 6.04% with elevated volume, while most regional bank peers moved modestly (e.g., AROW +1.74%, NFBK +1.66%, PFIS +1.34%, UNTY +1.28%, GNTY -1.46%). No peers appeared in the momentum scanner and there were no same-day peer headlines, pointing to a stock-specific move.

Historical Context

5 past events · Latest: Dec 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 05	Dividend declaration	Positive	-3.1%	Quarterly dividend of $0.16 with materially stronger recent earnings metrics.
Nov 26	Debt offering	Neutral	-2.0%	Completion of $60M 6.875% subordinated notes to bolster regulatory capital.
Nov 13	Credit ratings	Positive	-0.2%	KBRA assigned BBB-range long-term ratings with a Stable outlook.
Oct 22	Earnings report	Positive	-0.9%	Q3 2025 earnings with sharply higher net income and EPS plus asset growth.
Aug 22	Stock split	Positive	+1.7%	Announcement of 4-for-1 forward stock split and share authorization increase.

Pattern Detected

Several clearly positive corporate events (earnings beat, dividend, ratings affirmation) were followed by flat-to-negative one-day moves, while the stock split drew a modestly positive reaction, suggesting past tendency for muted or contrarian responses to good news.

Recent Company History

This announcement adds to a busy period for Northrim. In Q3 2025, the company posted strong results with net income of $27.1M and diluted EPS of $1.20, helped by a $14.2M gain, yet the stock dipped about 0.95% the next day. KBRA later assigned investment-grade ratings with a Stable outlook, again followed by a small negative move. A 4-for-1 stock split in August 2025 drew a +1.67% reaction. The current $60.0M subordinated notes offering, tagged as an “offering” event historically, previously saw a -1.96% move when disclosed.

Market Pulse Summary

This announcement details Northrim’s private placement of $60.0M of 6.875% fixed-to-floating subordi...

Analysis

This announcement details Northrim’s private placement of $60.0M of 6.875% fixed-to-floating subordinated notes due 2035, intended to qualify as Tier 2 regulatory capital and support growth initiatives. It follows a period of strong earnings, a 4-for-1 stock split, and an ongoing dividend. Investors may watch how this added debt affects capital ratios, funding costs, and future regulatory filings as the company deploys proceeds for general corporate purposes.

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. Not financial advice.

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

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.