Northrim BanCorp, Inc. (NASDAQ: NRIM) plans $167.3M PBCO deal
Rhea-AI Filing Summary
Northrim BanCorp, Inc. is acquiring PBCO Financial Corporation in an all-stock merger, with each PBCO common share to be converted into 1.160 shares of Northrim common stock, subject to possible downward adjustment if PBCO’s Adjusted Tangible Common Equity falls below $102,542,499.
The aggregate consideration is valued at approximately $167.3 million, or $32.36 per PBCO share based on Northrim’s $27.90 closing price on July 21, 2026, and PBCO shareholders are expected to own about 21.1% of the combined company. As of June 30, 2026, PBCO had $776.6 million in assets, and the combined organization is projected to have about $4.2 billion in assets, $3.0 billion in loans and $3.5 billion in deposits.
PBCO RSUs will fully vest and convert into Northrim shares, while phantom stock units will be cashed out using the exchange ratio and Northrim closing stock price. The deal requires approvals from both companies’ shareholders and multiple banking regulators, satisfaction of financial and tax conditions, and limits on dissenting PBCO shareholders. PBCO has agreed to a $6,692,331 termination fee payable to Northrim under specified circumstances. Closing is targeted for the fourth quarter of 2026 or early first quarter of 2027, with system conversion anticipated in late 2027.
Positive
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Negative
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Filing Explained
If completed, the proposed merger would expand Northrim’s structure while diluting existing holders through newly issued shares.
The July 22, 2026 Form 8-K reports a signed merger agreement, but the transaction remains proposed: shareholder approvals, regulatory approvals, an effective Form S-4 registration statement, and other closing conditions are still required.
The planned structure has three linked steps: PBCO would merge into a Northrim subsidiary, that surviving corporation would merge into Northrim, and People’s Bank of Commerce would merge into Northrim Bank.
If the transaction closes, Northrim would issue common shares to PBCO holders; issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes. The filing itself identifies potential dilution from that issuance.
The next material resolution points are the two shareholder votes, the specified banking-regulator approvals, the Form S-4 becoming effective, and whether the other closing conditions are satisfied before the parties’ stated fourth-quarter 2026 or early first-quarter 2027 target.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Exchange Ratio: 1.160 shares of Northrim Common Stock per PBCO share
Aggregate Consideration: approximately $167.3 million
Implied PBCO Share Price: $32.36 per share
+5 more
8 metrics
Exchange Ratio
1.160 shares of Northrim Common Stock per PBCO share
Stock consideration exchange ratio for the merger
Aggregate Consideration
approximately $167.3 million
Total deal value based on Northrim share price of $27.90 on July 21, 2026
Implied PBCO Share Price
$32.36 per share
Implied value of each PBCO common share using the exchange ratio and Northrim’s July 21, 2026 price
PBCO Adjusted Tangible Common Equity Threshold
$102,542,499
Level below which the exchange ratio is subject to downward adjustment
Termination Fee
$6,692,331
Fee payable by PBCO to Northrim if the merger agreement is terminated under specified scenarios
PBCO Total Assets
$776.6 million
PBCO consolidated assets as of June 30, 2026
Combined Total Assets
approximately $4.2 billion
Pro forma assets of the combined company based on June 30, 2026 balances
PBCO Shareholder Ownership
approximately 21.1%
Expected ownership of the combined company by former PBCO shareholders upon consummation
Key Terms
Adjusted Tangible Common Equity, Materially Burdensome Regulatory Condition, phantom stock unit, tax-free reorganization, +1 more
5 terms
Adjusted Tangible Common Equity financial
"If PBCO’s Adjusted Tangible Common Equity is less than $102,542,499, the Exchange Ratio shall be adjusted downward"
Materially Burdensome Regulatory Condition regulatory
"no required regulatory approval may contain or result in the imposition of a Materially Burdensome Regulatory Condition as it relates to Northrim"
phantom stock unit financial
"Each PBCO phantom stock unit award will be cancelled and converted into the right to receive a cash payment"
tax-free reorganization financial
"The merger is expected to qualify as a tax-free reorganization for PBCO shareholders"
A tax-free reorganization is a corporate restructuring—such as a merger, acquisition, or stock-for-stock exchange—structured so that shareholders do not have to pay immediate income tax on gains from the transaction. Think of it like swapping houses under a rule that lets you avoid a tax bill until you later sell; it matters to investors because it affects the timing of taxes, the adjusted cost basis of their holdings, and the net economic benefit they actually receive from the deal.
joint proxy statement/prospectus regulatory
"The registration statement will include a joint proxy statement/prospectus of PBCO and Northrim"
A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What deal did Northrim BanCorp (NRIM) announce with PBCO Financial?
Northrim BanCorp agreed to acquire PBCO Financial in an all-stock merger. Each PBCO share will be exchanged for 1.160 Northrim shares, creating a combined bank with about $4.2 billion in assets based on June 30, 2026 figures.
How will ownership in Northrim (NRIM) change after acquiring PBCO Financial?
After closing, former PBCO shareholders are expected to own approximately 21.1% of the combined company. Existing Northrim shareholders will hold the remaining interest, reflecting the all-stock nature of the consideration.
What conditions must be satisfied before the Northrim (NRIM) and PBCO merger can close?
The merger requires shareholder approval from both Northrim and PBCO, multiple regulatory approvals, confirmation of PBCO’s Adjusted Tangible Common Equity, limits on dissenting shareholders, tax opinions, and the absence of specified adverse legal or financial developments.
When do Northrim (NRIM) and PBCO expect to complete their merger and system integration?
The parties currently expect closing in the fourth quarter of 2026 or early first quarter of 2027. The combined bank’s core system conversion is anticipated to occur in the fourth quarter of 2027, following operational integration work.
Is there a termination fee in the Northrim (NRIM) and PBCO merger agreement?
Yes. PBCO would owe Northrim a $6,692,331 termination fee if the agreement ends under specified circumstances, including certain changes in board recommendation, covenant breaches around the shareholder meeting, or PBCO entering a superior alternative transaction.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | July 23, 2026 | ( | ) | |||||||||||||||||
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(Exact name of registrant as specified in its charter)
| ________________________ (State or other jurisdiction | _____________ (Commission | _________________ (I.R.S. Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
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| ___________________________________ (Address of principal executive offices) | ___________ (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code: | |||||||||||
Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act: None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.126-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On July 22, 2026, Northrim BanCorp, Inc., an Alaska corporation (“Northrim”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Northrim, PBCO Financial Corporation, an Oregon corporation (“PBCO”), and Whitewater Sub, Inc., an Alaska corporation and a wholly owned subsidiary of Northrim (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein (i) PBCO will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger (the “Surviving Corporation”), (ii) immediately following the Merger, the Surviving Corporation will be merged with and into Northrim (the “Second Step Merger”), with Northrim as the surviving entity in the Second Step Merger, and (iii) immediately following the Second Step Merger, People’s Bank of Commerce, an Oregon state charted bank and a wholly owned subsidiary of PBCO, will merge with and into Northrim Bank, an Alaska state chartered bank and a wholly owned subsidiary of Northrim, with Northrim Bank continuing as the surviving bank. The Merger Agreement was unanimously approved and adopted by the Board of Directors of each of Northrim and PBCO.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, $5.00 par value, of PBCO (“PBCO Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by any holder of PBCO Common Stock who properly exercises dissenters’ rights under the Oregon Business Corporation Act, will be converted into the right to receive 1.160 shares (the “Exchange Ratio”) of common stock, par value $0.25 per share, of Northrim (“Northrim Common Stock”), subject to adjustment in certain circumstances set forth in the Merger Agreement. Any fractional shares of Northrim Common Stock that would be issued in the Merger will instead be paid in cash based upon the average closing price per share of Northrim Common Stock as reported on the Nasdaq Global Select Market for the 20 consecutive trading days immediately preceding the date that is the second trading day prior to closing date (the “Northrim Closing Stock Price”). If PBCO’s Adjusted Tangible Common Equity (as defined in the Merger Agreement), as calculated 10 business days after the end of the month preceding the anticipated closing date is less than $102,542,499, the Exchange Ratio shall be adjusted downward in accordance with the terms of the Merger Agreement.
At the Effective Time, each PBCO restricted stock unit or share of restricted stock (together, an “RSU”) award that is outstanding as of immediately prior to the Effective Time will fully vest and any restrictions or risk of forfeiture will lapse. The shares of PBCO Common Stock issuable upon the vesting and settlement of the PBCO RSUs will be deemed to be issued and outstanding as of immediately prior to the Effective Time and will be treated in the Merger in the same manner as other outstanding shares of PBCO Common Stock at the Effective Time.
Each PBCO phantom stock unit (“Phantom Unit”) award that is outstanding as of immediately prior to the Effective Time will fully vest and any restrictions or risk of forfeiture will lapse. At the Effective Time, each PBCO Phantom Unit that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of PBCO Phantom Units subject to such PBCO Phantom Unit award, multiplied by (ii) the product of (A) the Exchange Ratio multiplied by, (B) the Northrim Closing Stock Price, less any required withholding taxes.
One current director of PBCO, to be determined by the parties, will be added to the board of directors of Northrim and Northrim Bank at the closing of the Merger. None of the existing directors of Northrim or Northrim Bank will change as a result of the Merger. In connection with the Merger, Julia Beattie, currently the President and Chief Executive Officer of People’s Bank of Commerce, is expected to become the Oregon market president of Northrim Bank.
The Merger Agreement contains representations and warranties of both parties. Each party has also agreed to affirmative and negative covenants during the interim period between the execution of the Merger Agreement and the Effective Time, which, in the case of PBCO, generally requires it to, and cause each of its subsidiaries to, conduct its business in the ordinary course. In the case of PBCO, these covenants also provide that PBCO will call a meeting of its shareholders to consider and approve the Merger Agreement, and, subject to certain exceptions, the Board of Directors of PBCO will maintain its recommendation that its shareholders vote in favor of approval of the Merger Agreement. In the case of Northrim, these covenants provide that Northrim will call a meeting of its shareholders to approve the issuance of the shares of Northrim Common Stock to be issued in the Merger. Each of Northrim and PBCO also have agreed not to solicit an Acquisition Proposal (as defined in the Merger Agreement).
The completion of the Merger is subject to conditions, including, among others (1) receipt of the requisite approval by PBCO shareholders, which under Oregon corporate law applicable to PBCO requires the affirmative vote of holders of a majority of the outstanding shares of PBCO Common Stock, (2) receipt of the requisite approval by Northrim shareholders, which under NASDAQ rules and Alaska corporate law applicable to Northrim requires the affirmative vote of holders of a majority of the outstanding shares of Northrim Common Stock, (3) receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Alaska Department of Commerce, Community, and Economic Development, Division of Banking and Securities, and the Oregon Department of Consumer and Business Services, Division of Financial Regulation, and no required regulatory approval may contain or may have resulted in, or would reasonably be expected to result in, the imposition of a Materially Burdensome Regulatory Condition (as defined in the Merger Agreement) as it relates to Northrim, and (4) other closing conditions as set forth in the Merger Agreement, including without limitation, conditions relating to the listing of the shares of Northrim Common Stock to be issued in the Merger on the Nasdaq Global Select Market and the effectiveness of a registration statement on Form S-4 to be filed with the Securities and Exchange Commission (“SEC”) covering such shares, the absence of certain legal proceedings challenging, or seeking damages or other relief in connection with, the transactions contemplated by the Merger Agreement that would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement) on Northrim, and the absence of any change, since the date of the Merger Agreement, in the financial condition, assets or business of either party that would reasonably be expected to have a Material Adverse Effect on PBCO or Northrim, respectively. Northrim’s obligation to complete the Merger is also subject to the condition that PBCO’s Adjusted Tangible Common Equity (as defined in the Merger Agreement), has been finally determined, and that holders of less than 10% of the outstanding shares of PBCO Common Stock shall not have exercised their dissenters’ rights.
Each party’s obligation to complete the Merger is also subject to certain additional conditions, including (1) the receipt of a tax opinion from the applicable party’s counsel to the effect that the Merger should qualify as a “reorganization” for tax purposes, (2) the accuracy of the other party’s representations and warranties, subject to certain qualifications and exceptions, as of the date of the Merger Agreement and as of the closing date, and (3) the performance by the other party of its covenants, agreements and obligations in all material respects under the Merger Agreement.
The parties anticipate completing the Merger in the fourth quarter of 2026 or early in the first quarter of 2027.
The Merger Agreement provides certain termination rights for both Northrim and PBCO and further provides that a termination fee of $6,692,331 would be payable by PBCO to Northrim upon termination of the Merger Agreement under certain circumstances, including termination following a withdrawal or change in the recommendation of the PBCO Board of Directors that PBCO shareholders vote in favor of the Merger Agreement, PBCO’s material breach or failure to perform its covenants relating to its shareholder meeting or a subsequent acquisition proposal, or a determination by the PBCO Board of Directors, after specified conditions have been satisfied, to enter into a definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement).
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Effective July 22, 2026, Northrim, PBCO and certain directors of PBCO, in their capacities as shareholders of PBCO, executed a Voting and Support Agreement (the “Voting and Support Agreement”) in which they have agreed to vote their shares of PBCO Common Stock in favor of approval of the Merger Agreement and agreed to certain restrictive covenants in favor of Northrim following the completion of the Merger. In addition, effective July 22, 2026, Northrim, PBCO and the PBCO directors who are not parties to the Voting and Support Agreement and certain executive officers of PBCO in their capacities as shareholders of PBCO, executed a Support Agreement (the “Support Agreement”) in which they have agreed to support the proposed Merger and agreed to certain restrictive covenants in favor of Northrim following the completion of the Merger. The foregoing information relating to the Voting and Support Agreement and the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Support Agreement and the Support Agreement which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, Northrim has agreed to enter into employment agreements with PBCO executive officers Julia Beattie, William Whalen, and Nikki Hoffman, which will become effective on the closing of the Merger.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive the consummation of the Merger, and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this report only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Northrim or PBCO, their respective subsidiaries or affiliates, or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Northrim, PBCO, their respective subsidiaries or affiliates, or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 to be filed by Northrim that will include a joint proxy statement of PBCO and Northrim and a prospectus of Northrim, and in the Forms 10-K, Forms 10-Q, Forms 8-K and other documents that Northrim files with or furnishes to the SEC.
Item 7.01 Regulation FD Disclosure
On July 22, 2026, Northrim and PBCO issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference.
On July 22, 2026, Northrim posted on its investor relations website, https://ir.northrim.com, an investor presentation relating to the Merger. A copy of the investor presentation is attached to this report as Exhibit 99.2, which is incorporated herein by reference. Northrim may use this presentation with current and potential investors (including PBCO shareholders), analysts, business partners, customers, employees, and others with an interest in Northrim.
Beginning July 22, 2026, the President and Chief Executive Officer of People’s Bank of Commerce sent an email to the employees of People’s Bank of Commerce, along with two question-and-answer documents relating to Northrim and the Merger, which are attached to this report as Exhibit 99.3 and Exhibit 99.4, respectively, and incorporated herein by reference.
In addition, on July 22, 226, the Chairman, President and Chief Executive Officer of Northrim Bank sent an email to the employees of Northrim, along with a question-and-answer document relating to Northrim and the Merger, which is attached to this report as Exhibit 99.5 and incorporated herein by reference.
The information furnished pursuant to this Item and the related exhibits are being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Northrim for purposes of Section 18 of the Exchange Act, or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements – not applicable
(b) Proforma financial information – not applicable
(c) Shell company transactions – not applicable
| (d) Exhibit No. | Description | |||||||
| 2.1 | Agreement and Plan of Merger, by and among PBCO Financial Corporation, Northrim BanCorp, Inc., and Whitewater Sub, Inc., dated July 22, 2026* | |||||||
| 10.1 | Form of Voting and Support Agreement, entered into as of July 22, 2026, between Northrim BanCorp, Inc. and certain directors of PBCO Financial Corporation identified therein | |||||||
| 10.2 | Form of Support Agreement, entered into as of July 22, 2026, between Northrim BanCorp, Inc. and certain directors and executive officers of PBCO Financial Corporation identified therein | |||||||
| 99.1 | Joint press release of Northrim BanCorp, Inc. and PBCO Financial Corporation issued July 22, 2026 | |||||||
| 99.2 | Investor Presentation by Northrim BanCorp, Inc. dated July 22, 2026 | |||||||
| 99.3 | Email from President and Chief Executive Officer of People’s Bank of Commerce to employees with Employee FAQs dated July 22, 2026 | |||||||
| 99.4 | Email from President and Chief Executive Officer of People’s Bank of Commerce to employees with Customer FAQs dated July 22, 2026 | |||||||
| 99.5 | Email from Chairman, President and Chief Executive Officer of Northrim Bank to employees with Employee FAQs dated July 22, 2026 | |||||||
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*Northrim has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. Northrim will furnish a copy of any omitted schedule or similar attachment to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
Caution Regarding Forward-Looking Statements
This filing and the exhibits hereto contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the Merger and expectations, goals, projections and benefits relating to the Merger, as well as other statements regarding Northrim’s goals, intentions and expectations, business plan and growth strategies, and the anticipated future performance of Northrim, whether with respect to the Merger or otherwise.
Forward-looking statements are not historical facts but instead express only Northrim management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. Actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements because of risks and uncertainties, including, but are not limited to the risk that: (1) the business of PBCO may not be integrated with Northrim’s business successfully or such integration may be more difficult, time-consuming or costly than expected; (2) any of the anticipated benefits of the proposed Merger may not be realized or may not be realized within the expected time period; (3) customer and employee relationships and business operations may be disrupted by the Merger or the announcement of the Merger, and the parties may be challenged in retaining key relationships both during the pendency of the Merger and following the completion of the Merger if that occurs; (4) the parties may not meet expectations regarding the timing of the proposed Merger; (5) required regulatory approvals or the approval of PBCO and Northrim shareholders may not be obtained or such approvals may be more difficult, time-consuming or costly than expected; (6) there may be challenges in satisfying the other conditions to completion of the Merger or the Merger may fail to close for any other reason; (7) management’s attention may be diverted from ongoing business operations and opportunities due to the proposed Merger; and (8) there may be potential negative impacts caused by the dilution resulting from Northrim’s issuance of shares of Northrim Common Stock in connection with the Merger. Please refer to Northrim’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 6, 2026, as well as Northrim’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed Merger or other matters attributable to Northrim or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Northrim does not undertake any obligation to update any forward-looking information contained in this report, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
Northrim will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a joint proxy statement of PBCO and Northrim that also constitutes a prospectus of Northrim. After the registration statement is declared effective by the SEC, each of Northrim and PBCO will mail a definitive proxy statement/prospectus to its respective shareholders.
Before making any voting decision, the shareholders of each of PBCO and Northrim are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Northrim, PBCO, the Merger Agreement and the Merger. When filed, this document and other documents relating to the Merger filed by Northrim can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge through Northrim’s investor relations website at https://ir.northrim.com by clicking on “SEC Filings” under the “Financials” tab. Alternatively, these documents, when available, can be obtained free of charge from Northrim upon written request to Northrim, Attn: Investor Relations, PO Box 241489, Anchorage, Alaska 99524-1489 or by calling (907) 562-0062. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
This report does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Northrim, PBCO, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of PBCO and Northrim in connection with the proposed Merger under SEC rules. Information about the directors and executive officers of Northrim and PBCO will be included in the joint proxy statement/prospectus for the proposed Merger filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Information about such directors and executive officers of Northrim and their direct or indirect interests, by security holdings or otherwise, can be found in Northrim’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 14, 2026, and other documents subsequently filed by Northrim with the SEC. To the extent holdings of common stock by its directors or executive officers have changed since the amounts set forth in Northrim’s proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Northrim BanCorp, Inc. | ||||||||||||||
| July 22, 2026 | By: | /s/ Michael G. Huston | ||||||||||||
| Name: Michael G. Huston | ||||||||||||||
| Title: President & Chief Executive Officer | ||||||||||||||
Exhibit Index
| Exhibit No. | Description | |||||||
2.1 | Agreement and Plan of Merger, by and among PBCO Financial Corporation, Northrim BanCorp, Inc., and Whitewater Sub, Inc., dated July 22, 2026* | |||||||
10.1 | Form of Voting and Support Agreement, entered into as of July 22, 2026, between Northrim BanCorp, Inc. and certain directors of PBCO Financial Corporation identified therein | |||||||
10.2 | Form of Support Agreement, entered into as of July 22, 2026, between Northrim BanCorp, Inc. and certain directors and executive officers of PBCO Financial Corporation identified therein | |||||||
99.1 | Joint press release of Northrim BanCorp, Inc. and PBCO Financial Corporation issued July 22, 2026 | |||||||
99.2 | Investor Presentation by Northrim BanCorp, Inc. dated July 22, 2026 | |||||||
99.3 | Email from President and Chief Executive Officer of People’s Bank of Commerce to employees with Employee FAQs dated July 22, 2026 | |||||||
99.4 | Email from President and Chief Executive Officer of People’s Bank of Commerce to employees with Customer FAQs dated July 22, 2026 | |||||||
99.5 | Email from Chairman, President and Chief Executive Officer of Northrim Bank to employees with Employee FAQs dated July 22, 2026 | |||||||
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*Northrim has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. Northrim will furnish a copy of any omitted schedule or similar attachment to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
Exhibit 99.1
Northrim BanCorp, Inc. Signs Definitive Agreement to Acquire PBCO Financial Corporation
2026-07-22
Highlights of the Announced Transaction
•Combines Two Strong Community Banks. Merges two relationship-driven deposit franchises with deep community roots and a shared commitment to superior customer service. Both institutions maintain over one-quarter of total deposits in non-interest-bearing deposits and carry a total cost of deposits under 1.40%, underscoring the strength and stability of their customer relationships.
•Strategic Geographic Alignment. This transaction marks Northrim’s first out-of-state branch expansion, extending its community banking franchise into attractive, relationship-oriented markets across Southern Oregon and the Willamette Valley. The expansion reflects a significant strategic investment to diversify Northrim’s geographic footprint and position the company for continued growth while preserving its Alaska-based community banking identity.
•Expanded Financial Capacity. Increases the combined asset base to over $4 billion, enhancing lending capacity, broadening service capabilities, and strengthening Northrim’s ability to support the businesses, individuals, and communities it serves.
•Enhanced Shareholder Value. Delivers long-term value by combining financial strength with a shared commitment to disciplined growth and relationship-based banking.
ANCHORAGE, Alaska, and MEDFORD, Oregon, July. 22, 2026 (GLOBE NEWSWIRE) -- Northrim BanCorp, Inc. (NASDAQ: NRIM). (“Northrim” or the “Company”), the holding company of Northrim Bank, and PBCO Financial Corporation (“PBCO”), the holding company of People’s Bank of Commerce (“People’s Bank”), an Oregon state-chartered bank, jointly announced today the signing of an Agreement and Plan of Merger under which Northrim has agreed to acquire 100% of the common stock of PBCO in an all-stock transaction.
Under the terms of the Agreement and Plan of Merger, each PBCO shareholder will have the right to receive 1.160 shares of Northrim common stock in exchange for each share of PBCO common stock. Holders of
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PBCO restricted stock and restricted stock units will also be entitled to receive 1.160 shares of Northrim common stock. PBCO phantom stock units will be cashed out. The merger is expected to qualify as a tax-free reorganization for PBCO shareholders. The aggregate consideration is valued at approximately $167.3 million, or $32.36 per share of PBCO common stock, based on the closing price of Northrim common stock as of July 21, 2026 of $27.90 per share. The value of consideration will fluctuate based on Northrim’s stock price. Upon consummation, the shareholders of PBCO will own approximately 21.1% of the combined company.
Customers of both banks are expected to benefit from expanded products, services, and capabilities. People’s Bank customers will gain access to Northrim Bank’s advanced digital banking solutions, strong retail platform, and broader Treasury Management offerings, while Northrim Bank’s customers should benefit from expanded expertise, greater lending capacity and the combined strength of the organization.
Mike Huston, Chairman, President, and Chief Executive Officer of Northrim Bank, stated, “We are excited to welcome People’s Bank to the Northrim family. Both of our organizations share a core value that community banking is built on strong relationships, local expertise, and commitment to our communities. Together, we expect to be able to invest more in our people, technology, customer experience, and community organizations, while preserving the personalized service and local decision-making that have defined our banks for decades.”
For Northrim, historical acquisitions of other banks as well as the recent acquisition of the specialty finance company, Sallyport Commercial Finance LLC, have been part of the Company’s long-term growth strategy. The eleven branches in the Southern Oregon and Willamette Valley markets will operate under the Northrim name and will continue to be managed by the strong local team of People’s Bank employees.
“Partnering with Northrim gives us the opportunity to enhance the products, services, and resources available to our customers while maintaining the personal relationships and local decision-making that define People’s Bank,” stated Julia Beattie, President and Chief Executive Officer of PBCO. “Together, we believe we will be better positioned to support the continued growth and success of our customers and communities we serve.”
Upon completion of the merger, one director from PBCO will join the Board of Directors of the Company and of Northrim Bank.
The Boards of Directors for PBCO and Northrim both unanimously approved the Agreement and Plan of Merger. Subject to customary closing conditions, including regulatory approval and approval by both
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PBCO’s and Northrim’s shareholders, the transaction's closing is expected to occur in the fourth quarter of 2026 or early in the first quarter of 2027. The system conversion is anticipated in the fourth quarter of 2027.
As of June 30, 2026, PBCO had approximately $776.6 million in consolidated assets, $570.1 million in gross loans, $610.1 million in deposits and $100.2 million in consolidated stockholders’ equity. Based on the financial results as of June 30, 2026, the combined company, including projected balances to be acquired from the proposed acquisition, will have total assets of approximately $4.2 billion, loans of approximately $3.0 billion and deposits of approximately $3.5 billion.
Hovde Group, LLC served as financial advisor to Northrim, and Accretive Legal, PLLC served as legal counsel. D.A. Davidson & Co. served as financial advisor to PBCO, and Hunton Andrews Kurth LLP served as legal counsel.
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About Northrim BanCorp, Inc. and Northrim Bank
Northrim is the holding company of Northrim Bank, an Alaska-based community bank with 21 branches throughout the state of Alaska. Northrim Bank differentiates itself with its detailed knowledge of Alaska’s economy and its “Customer First Service” philosophy. Northrim Funding Services, a division of Northrim 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.
About PBCO Financial Corporation and People’s Bank of Commerce
Founded in 1998, People’s Bank of Commerce is a full-service, commercial bank headquartered in Medford, Oregon with branches in Albany, Ashland, Central Point, Eugene, Grants Pass, Jacksonville, Klamath Falls, Lebanon, Medford, and Salem. People’s Bank acquired Steelhead Finance in 2017. An accounts receivable factoring company headquartered in Medford, Oregon, Steelhead supports the transportation industry throughout the United States by providing cash flow and backroom management services to carriers and freight brokers. PBCO Financial Corporation’s stock trades on the over-the-counter market under the symbol PBCO.
Caution Regarding Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the merger with PBCO and expectations, goals, projections and benefits relating to the merger, as well as other statements regarding Northrim’s goals, intentions and expectations, business plan and growth strategies, and the anticipated future performance of Northrim, whether with respect to the merger or otherwise.
Forward-looking statements are not historical facts but instead express only Northrim management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. Actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements because of risks and uncertainties,
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including, but are not limited to the risk that: (1) the business of PBCO may not be integrated with Northrim’s business successfully or such integration may be more difficult, time-consuming or costly than expected; (2) any of the anticipated benefits of the proposed merger may not be realized or may not be realized within the expected time period; (3) customer and employee relationships and business operations may be disrupted by the merger or the announcement of the merger, and the parties may be challenged in retaining key relationships both during the pendency of the merger and following the completion of the merger if that occurs; (4) the parties may not meet expectations regarding the timing of the proposed merger; (5) required regulatory approvals or the approval of PBCO and Northrim shareholders may not be obtained or such approvals may be more difficult, time-consuming or costly than expected; (6) there may be challenges in satisfying the other conditions to completion of the merger or the merger may fail to close for any other reason; (7) management’s attention may be diverted from ongoing business operations and opportunities due to the proposed merger; and (8) there may be potential negative impacts caused by the dilution resulting from Northrim’s issuance of shares of Northrim common stock in connection with the merger. Please refer to Northrim’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 6, 2026, as well as Northrim’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed merger or other matters attributable to Northrim or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Northrim does not undertake any obligation to update any forward-looking information contained in this press release, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
Northrim will file a registration statement on Form S-4 with the SEC in connection with the proposed merger. The registration statement will include a joint proxy statement of PBCO and Northrim that also constitutes a prospectus of Northrim. After the registration statement is declared effective by the SEC, each of Northrim and PBCO will mail a definitive proxy statement/prospectus to its respective shareholders.
Before making any voting decision, the shareholders of each of PBCO and Northrim are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Northrim, PBCO, the merger agreement and the merger. When filed, this document and other documents relating to the merger filed by Northrim can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge through Northrim’s investor relations website at https://ir.northrim.com by clicking on “SEC Filings” under the “Financials” tab. Alternatively, these
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documents, when available, can be obtained free of charge from Northrim upon written request to Northrim, Attn: Investor Relations, PO Box 241489, Anchorage, Alaska 99524-1489 or by calling (907) 562-0062. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
This press release does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Northrim, PBCO, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of PBCO and Northrim in connection with the proposed merger under SEC rules. Information about the directors and executive officers of Northrim and PBCO will be included in the joint proxy statement/prospectus for the proposed merger filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Information about such directors and executive officers of Northrim and their direct or indirect interests, by security holdings or otherwise, can be found in Northrim’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 14, 2026, and other documents subsequently filed by Northrim with the SEC. To the extent holdings of common stock by its directors or executive officers have changed since the amounts set forth in Northrim’s proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
www.northrim.com
Contact: Mike Huston, Chairman, President, CEO, and COO
(907) 261-8750
Jed Ballard, Chief Financial Officer (907) 261-3539
Source: Northrim BanCorp, Inc.
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Acquisition of PBCO Financial Corporation Investor Presentation July 22, 2026 1
Forward Looking Statements 2 This presentation contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the merger of PBCO Financial Corporation (“PBCO”) with and into Northrim BanCorp, Inc. (“NRIM” or “Northrim”), with NRIM surviving (the “Merger”) and expectations, goals, projections and benefits relating to the Merger, as well as other statements regarding Northrim’s goals, intentions and expectations, business plan and growth strategies, and the anticipated future performance of Northrim, whether with respect to the Merger or otherwise. Forward-looking statements are not historical facts but instead express only Northrim management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. Actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements because of risks and uncertainties, including, but are not limited to the risk that: (1) the business of PBCO may not be integrated with Northrim’s business successfully or such integration may be more difficult, time-consuming or costly than expected; (2) any of the anticipated benefits of the proposed Merger may not be realized or may not be realized within the expected time period; (3) customer and employee relationships and business operations may be disrupted by the Merger or the announcement of the Merger, and the parties may be challenged in retaining key relationships both during the pendency of the Merger and following the completion of the Merger if that occurs; (4) the parties may not meet expectations regarding the timing of the proposed Merger; (5) required regulatory approvals or the approval of PBCO and Northrim shareholders may not be obtained or such approvals may be more difficult, time-consuming or costly than expected; (6) there may be challenges in satisfying the other conditions to completion of the Merger or the Merger may fail to close for any other reason; (7) management’s attention may be diverted from ongoing business operations and opportunities due to the proposed Merger; and (8) there may be potential negative impacts caused by the dilution resulting from Northrim’s issuance of shares of Northrim Common Stock in connection with the Merger. Please refer to Northrim’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 6, 2026, as well as Northrim’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed Merger or other matters attributable to Northrim or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Northrim does not undertake any obligation to update any forward-looking information contained in this presentation, whether as a result of new information, future events, or otherwise.
Forward Looking Statements (Con’t) 3 This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Additional Information and Where to Find It Northrim will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a joint proxy statement of PBCO and Northrim that also constitutes a prospectus of Northrim. After the registration statement is declared effective by the SEC, each of Northrim and PBCO will mail a definitive proxy statement/prospectus to its respective shareholders. Before making any voting decision, the shareholders of each of PBCO and Northrim are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Northrim, PBCO, the Merger Agreement and the Merger. When filed, this document and other documents relating to the Merger filed by Northrim can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge through Northrim’s investor relations website at https://ir.northrim.com by clicking on “SEC Filings” under the “Financials” tab. Alternatively, these documents, when available, can be obtained free of charge from Northrim upon written request to Northrim, Attn: Investor Relations, PO Box 241489, Anchorage, Alaska 99524-1489 or by calling (907) 562-0062. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus. Participants in the Solicitation This presentation does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Northrim, PBCO, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of PBCO and Northrim in connection with the proposed Merger under SEC rules. Information about the directors and executive officers of Northrim and PBCO will be included in the proxy statement/prospectus for the proposed transaction filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” Information about such directors and executive officers of Northrim and their direct or indirect interests, by security holdings or otherwise, can be found in Northrim’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 14, 2026, and other documents subsequently filed by Northrim with the SEC. To the extent holdings of common stock by its directors or executive officers have changed since the amounts set forth in Northrim’s proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Expansion in Oregon and the Pacific Northwest 4 (1) Based on combined June 30, 2026 financials and excludes purchase accounting impacts Source: S&P Capital IQ Pro; Company documents Pro Forma Combined Financials(1) Combined Branch Map Strategic Rationale $4.2B Assets $3.0B Loans $3.5B Deposits PBCO Financial Corporation (11) Marks Northrim’s entry into the Pacific Northwest, expanding into Oregon’s attractive banking markets Creates a larger, more diversified franchise with $4.2B in combined assets across two complementary Western U.S. footprints Adds PBCO’s experienced management team and deep community relationships to the combined organization Strengthens the combined funding base with PBCO’s stable, low-cost core deposits Positions the Company to deliver significant shareholder value through future growth opportunities, enhanced scale and revenue diversification Wasilla AK Fairbanks Soldotna Homer Anchorage Kodiak Nome Juneau Sitka Ketchikan OR Northrim BanCorp, Inc. (21) Portland Eugene Medford Bend
C&D, 5.60% 1-4 Family, 6.17% Multifamily, 16.3% CRE - Income Producing, 26.9% CRE - Owner- Occupied, 30.0% C&I, 11.1% Consumer & Other, 4.05% Transaction Accounts, 64.6% MMDA & Savings, 33.9% Retail CDs, 1.18% Jumbo CDs, 0.31% PBCO Overview 5 Company Profile • People’s Bank of Commerce, the banking subsidiary of PBCO Financial Corporation (OTCID: PBCO), is headquartered in Medford, Oregon with 11 branches in the Southern Oregon and Willamette Valley markets. • People’s Bank is the only remaining commercial bank headquartered in Southern Oregon and is the 5th largest community bank in the State of Oregon. • Steelhead Finance, a division of People’s Bank, contributes 14% of total revenue and provides factoring on accounts receivable with majority of clients in the trucking industry • Employs a relationship-based model, focused on serving small and medium-sized businesses, their owners and the community • Prime low-cost deposit franchise with total deposits of $610.1 million at a low cost of 1.35% • 37.1% of the total deposits are non-interest bearing • President and Chief Executive Officer, Julia Beattie, has over 35 years of banking experience and a variety of leadership roles (including Chief Credit Officer and Chief Lending Officer) and will remain as NRIM’s Oregon Market President Financial Snapshot Note: Consolidated financial data as of June 30, 2026; Jumbo CDs defined as time deposits greater than $250K. Nonperforming assets defined as nonaccrual loans & leases and real estate owned. Source: Company documents; S&P Capital IQ Pro Loans Deposits Dollar Amounts in Millions 2024Y 2025Y Q2'YTD Balance Sheet Assets $799 $789 $777 Gross Loans $559 $583 $570 Deposits $674 $654 $610 Loans / Deposits 82.9% 89.1% 93.4% TCE / TA 10.6% 12.0% 12.5% Profitability Net Income ($000s) $8,089 $8,564 $4,892 ROAA 1.02% 1.05% 1.26% ROAE 9.84% 9.19% 9.94% Noninterest Inc / Operating Rev 23.8% 22.3% 25.0% Net Interest Margin 3.93% 4.33% 4.17% Efficiency Ratio 67.1% 65.1% 62.4% Asset Quality NPAs(1) / Assets 0.07% 0.12% 0.70% NCOs / Avg. Loans 0.02% 0.02% 0.11% LLR / Gross Loans 1.01% 1.10% 1.13%
Transaction Highlights 6 s • Manageable TBV dilution at closing with an earn back of <2.4 years using the crossover method • Expected EPS accretion in 2028 of $0.10 or 3.5% • Enhances both efficiency ratio and ROAA • Provides excess core deposit liquidity to support Northrim’s earning asset generation capabilities Financially Appealing s • Market expansion with limited disruption to depositors, borrowers and relationship managers • Low reliance but compelling cost saving (24%) opportunities • Combines two experienced and successful management teams • Strong corporate fit with shared operating philosophies, supported by cultures with compatible values s • This partnership merges two highly compatible franchises, both sharing a commitment to their communities and strong customer relationships • Transaction reflects a significant strategic investment to diversify Northrim’s geographic footprint and position the company to capitalize on future growth opportunities while preserving its Alaska-based community banking identity Strategically Compelling Low Risk Merger
Entering Oregon with Strong Market Share 7 Rk. Institution (State) Branch Count Market Deposits ($000) Market Share (%) 1 Summit Bank Group Inc. (OR) 5 1,101,920$ 12.9% 2 Heritage Financial Corp. (WA) 6 764,682 8.98% 3 Citizens Bancorp (OR) 14 724,454 8.51% 4 Oregon Pacific Bancorp (OR) 9 704,844 8.28% 5 PBCO Financial Corp. (OR) 11 688,694 8.09% 6 BEO Bancorp (OR) 18 663,058 7.79% 7 PTB Corp. (OR) 2 611,977 7.19% 8 FS Bancorp Inc. (WA) 8 599,566 7.04% 9 First FS&LA of McMinnville (OR) 6 565,292 6.64% 10 Evergreen Federal Bank (OR) 6 543,690 6.38% 11 Remaining 5 Institutions 24 1,548,632 18.2% Total For Community Banks in Market 109 8,516,809$ 100.0% Pacific NW Community Banks – Oregon Market Share (1) Rk. Institution (State) Branch Count Market Deposits ($000) Market Share (%) 1 JPMorgan Chase & Co. (NY) 7 944,450$ 20.5% 2 U.S. Bancorp (MN) 5 651,614 14.2% 3 Columbia Banking System Inc. (WA) 6 619,857 13.5% 4 Wells Fargo & Co. (CA) 4 582,114 12.6% 5 PBCO Financial Corp. (OR) 5 444,998 9.67% 6 Banner Corp. (WA) 3 368,922 8.02% 7 First Interstate BancSystem (MT) 5 316,309 6.87% 8 WaFd Inc. (WA) 3 298,883 6.49% 9 KeyCorp (OH) 4 220,975 4.80% 10 Evergreen Federal Bank (OR) 3 130,267 2.83% Remaining 2 Institutions 3 23,372 0.51% Total For Institutions In Market 48 4,601,761$ 100.0% Medford, OR MSA PBCO Financial Corp. (11) Note: Based on FDIC data as of June 30, 2025 (1) Community Banks defined as U.S. based financial institutions with less than $10.0 billion in assets on a pro forma basis Source: S&P Capital IQ Pro; FDIC Medford, OR Grants Pass, OR Brookings, OR Coos Bay-North Bend, OR Roseburg, OR Eugene-Springfield, OR Corvallis, OR Newport, OR Salem, OR Albany, OR Kalmath Falls, OR
C&D, 5.63% 1-4 Family, 5.72% Multifamily, 16.3% CRE - Income Producing, 27.0% CRE - Owner- Occupied, 30.1% C&I, 11.1% Consumer & Other, 4.07% Transaction Accounts, 64.6% MMDA & Savings, 33.9% Retail CDs, 1.18% Jumbo CDs, 0.31% Loan & Deposit Composition 8 Pro Forma Company Lo an s D ep os its C&D, 8.65% 1-4 Family, 14.23% Multifamily, 7.23% CRE - Income Producing, 25.22% CRE - Owner- Occupied, 18.64% C&I, 23.68% Consumer & Other, 2.36% C&D, 8.06% 1-4 Family, 12.6% Multifamily, 8.99% CRE - Income Producing, 25.6% CRE - Owner- Occupied, 20.9% C&I, 21.3% Consumer & Other, 2.69% Transaction Accounts, 72.2% MMDA & Savings, 15.1% Retail CDs, 6.37% Jumbo CDs, 6.28% Transaction Accounts, 70.9% MMDA & Savings, 18.4% Retail CDs, 5.48% Jumbo CDs, 5.25% Yield on Loans: 6.94% Yield on Loans: 6.39% Yield on Loans: 6.83% Cost of Deposits: 1.23% Cost of Deposits: 1.35% Cost of Deposits: 1.25% Note: Consolidated financial data as June 30, 2026; Excludes loans held for sale; Jumbo CDs defined as time deposits greater than $250K; Excluding purchase accounting adjustments Source: Company documents
LOI 157.3% 13.0x 9.6x 8.5% 82.8% Transaction Highlights 9 Consideration • Fixed Exchange Ratio: 1.160x shares of NRIM common stock to be issued for each share of PBCO common stock • Implied aggregated transaction value of $167.3 million or $32.36 per share • 100% stock consideration for PBCO common shareholders (~5.96 million shares of NRIM stock) • Restricted stock and restricted stock units to receive the Fixed Exchange Ratio • Phantom stock awards to be cashed out at closing (1) Assumes fully phased in cost savings Note: Aggregate transaction value and pay-to-trade based on NRIM’s closing price of $27.90 as of July 21, 2026; Assumes 5,133,967 PBCO shares outstanding, inclusive of restricted stock awards, and assumes 35,613 phantom stock units; Transaction multiples and deal metrics based on June 30, 2026 financial data Implied Transaction Metrics • Price-to-Tangible Book Value: • Price-to-2027E Earnings: • Price-to-2027E Earnings plus Cost Savings(1): • Core Deposit Premium: • Pay-to-Trade: Pro Forma Ownership Leadership & Governance • 78.9% NRIM / 21.1% PBCO • Julia Beattie, President & CEO of People’s Bank, will continue with Northrim in a leadership position as Oregon Market President • Addition of one board seat to NRIM’s and Northrim Bank’s Boards of Directors Closing • Expected to close in the fourth quarter of 2026 or early in the first quarter of 2027 • Subject to approval by NRIM and PBCO shareholders and customary regulatory approvals Announcement 173.4% 15.9x 11.0x 11.7% 82.8%
Transaction Assumptions 10 Purchase Accounting Adjustment and Key Assumptions Note: Based on NRIM’s closing price of $27.90 as of July 21, 2026; Assumes 5,133,967 PBCO shares outstanding, inclusive of restricted stock awards, and assumes 35,613 phantom stock units; Transaction multiples and deal metrics based on June 30, 2026 financial data Estimated Cost Savings Transaction Expenses • 24% of estimated non-interest expense, or approximately $4.1 million in 2027 and $6.3 million in 2028 (66% realized in 2027; 100% thereafter) • $14.4 million of pre-tax, one-time expenses (8.6% of aggregate transaction value) • Total gross marks on loans of $19.4 million • Negative interest rate mark of $11.9 million or 2.00% of gross loans, accreted over 3.5 years • Loan credit mark of $7.5 million or 1.26% of gross loans • Anticipated core deposit intangible established of $16.7 million or 2.65% of core deposits, amortized over 10 years (SYD) • NRIM plans to immediately sell $100.0 million of PBCO’s available-for-sale securities portfolio post closing, and reinvest the excess liquidity into higher yielding instruments (Q2’26 yield on securities is 1.58%) • $0.2 million markdown on subordinated debt, amortized through earnings up until redemption • Assumes PBCO’s subordinated debt is redeemed in Q1’2027 Projected EPS Accretion • Fully-Phased EPS Accretion in 2028 of 3.5% Projected TBV Impact • TBV dilution of 2.5% at closing • <2.4 years TBV dilution earnback (crossover method) Expected Pro Forma Capital Levels at Closing • 9.3% TCE / TA • 9.6% Leverage Ratio • 14.7% Total Risk Based Capital Ratio
Due Diligence Overview 11 Comprehensive Due Diligence & Loan Review • Deep review of loan files • Management meetings covering each diligence focus area • Thorough review of all functional areas of PBCO Financial Corporation • In depth document and internal control review • Engagement of third party advisors and consultants • Full documentation of key risk and financial assumptions • Third party statistical review of findings utilized to analyze fair value marks and support qualitative review Credit Review Highlights 100% 100% Of Loans With Balances Over $1.0 million Reviewed Review of All Adversely Classified Loans 100% Review of All Watch Loans Over $400,000 Of Total Loan Balances Reviewed 76% Credit & Asset Quality Accounting & Finance Legal & Other Risks Business Overview & Strategy Information Technology & Security Risk, Compliance and Audit Growth & Markets Commercial & Retail Banking Steelhead Factoring Treasury & Investments
Exhibit 99.3
To All Employees of People’s Bank:
I am excited to share the news we signed a definitive agreement to merge with Northrim BanCorp, Inc. (“Northrim”) earlier today. This announcement is the culmination of many months of careful consideration, due diligence and analysis by the Board of Directors and executive team of People’s Bank.
Northrim Bank is headquartered in Anchorage, Alaska and their current branch footprint is within the state of Alaska. This merger will extend their bank presence to the “Lower 48”. Northrim has approximately $3.4 billion in assets, which is roughly four times the size of People’s Bank. On a combined basis we will be a part of a larger banking organization with greater resources which are beneficial in today’s competitive banking environment.
Northrim anticipates keeping all branch locations of People’s Bank and retaining the majority of our employees. Our executive team has spent considerable time with the Northrim executives, and we believe Northrim will be a great fit for People’s Bank. Our two companies share a conservative banking culture, similar business mix and shared focus on serving customers and contributing to our communities. Further, there will be greater opportunities for our employees to have career advancement in this larger organization in the future.
A unique aspect to this partnership is that Northrim has a Specialty Finance division that includes factoring. They are very excited about being able to enhance their factoring offerings with our Steelhead division.
It is important that you know this merger has not been completed yet and there are several steps required before we can close the transaction, including the shareholder approvals and approvals from the banking regulators. This process will take several months and we will keep you updated as we make progress to complete the merger. Until the merger is closed, we will continue to operate as an independent company.
I know many of you will have questions which we’ve attempted to address below in the FAQ section. In addition, Northrim’s President & CEO along with myself will be on-site to visit our branches in the coming days to make introductions and respond to questions. If you have any questions that remain unanswered, please feel free to contact myself, Katie Ameral, or one of the executives. Lastly, if you receive questions from the media or shareholders, please refer those directly to a member of the executive team.
This is a new chapter for People’s Bank. Thank you for all your hard work, dedication and continued support as we take this exciting new step. Sincerely,
Julia Beattie
President & CEO
Caution Regarding Forward-Looking Statements
This communication relating to the proposed all-stock merger (the “merger”) by which Northrim BanCorp, Inc. (“Northrim”) will acquire PBCO Financial Corporation (“PBCO”) pursuant to an Agreement and Plan of Merger dated July 22, 2026 (the “merger agreement”) contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act. Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include: (1) the required regulatory approvals, the Northrim and PBCO shareholder approvals, satisfaction of other closing conditions, integration of PBCO with Northrim, and anticipated benefits of the merger may not be achieved or may be more difficult, time-consuming or costly than expected; (2) customer and employee relationships and business operations may be disrupted, or challenging to maintain; (3) the merger may not occur when expected; and (4) management’s attention may be diverted; as well as the risks described in Northrim’s Annual Report on Form 10-K for the year ended December 31, 2025 and Northrim’s other filings with the SEC. Except as required by law, Northrim is not obligated to update any forward-looking statement as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
Northrim will file a registration statement on Form S-4 with the SEC that will include a joint proxy statement of Northrim and PBCO and that also constitutes a prospectus of Northrim. After the registration statement is declared effective by the SEC, each of Northrim and PBCO will mail a definitive proxy statement/prospectus to its respective shareholders. Before making any voting decision, the shareholders of each of Northrim and PBCO are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Northrim, PBCO, the merger agreement and the merger. When filed, this document and other documents filed by Northrim can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge through Northrim’s investor relations website at https://ir.northrim.com by clicking on “SEC Filings” under the “Financials” tab. Alternatively, these documents, when available, can be obtained free of charge from Northrim upon written request to Northrim, Attn: Investor Relations, PO Box 241489, Anchorage, Alaska 99524-1489 or by calling (907) 562-0062. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Northrim, PBCO, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Northrim and PBCO in connection with the proposed merger. Information about the directors and executive officers of PBCO and Northrim will be included in the joint proxy statement/prospectus filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” Information about such directors and executive officers of Northrim and their direct or indirect interests, by security holdings or otherwise, can be found in Northrim’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 14, 2026, and other documents subsequently filed by Northrim with the SEC. To the extent holdings of common stock by Northrim’s directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Frequently Asked Questions for PBOC Employees
Q: What is happening between People’s Bank and Northrim Bank?
Both parties have entered into a definitive agreement as of July 22, 2026, for Northrim Bancorp, Inc., the holding company of Northrim Bank, to acquire PBCO Financial Corporation, the holding company of People’s Bank. People’s Bank and Northrim Bank are merging to create a stronger and better community bank for you. Joining with Northrim is expected to enhance our current product offering to People’s Bank customers, employees and shareholders. In addition, the merger of both banks will provide added convenience, enhanced products and services, and higher lending limits to customers.
Q Why now, why did People’s Bank decide to pursue this?
The banking industry requires greater size and scale to remain competitive and continue making the necessary investments in people and technology. In addition, we need to keep growing the bank to achieve attractive returns for our shareholders. These factors, and several others, were recognized by the PBCO Board. Further, People’s Bank has had strong financial performance over the years, which puts us in a position of strength to make a strategic decision to merge with a bank of the caliber of Northrim. We believe this strategic move will benefit all four of our stakeholder groups: employees, customers, communities and shareholders.
Q: When will the acquisition be complete?
Timing for completing the merger will depend on many factors, including the approval of shareholders and approval by the banking regulators. Entering into a definitive agreement with Northrim is just the first step in the process and follows a period of several months of confidential due diligence. The goal is to merge as soon as November 2026, or in the first quarter of 2027. Once the transaction is complete and People’s Bank has merged with Northrim Bank, People’s Bank will continue to operate under the People’s Bank name until all systems and operations are fully integrated into Northrim Bank, which is scheduled to occur late in 2027.
Q: What should I know about Northrim Bank?
Northrim Bank is an Alaska-based community bank established in 1990 and today is a public company with common stock trading on the Nasdaq (ticker: NRIM). As of June 30, 2026, Northrim Bank had approximately $3.4 billion in assets, 21 branch locations in Alaska and approximately 500 employees. Northrim Bank has two wholly owned operating subsidiaries, Sallyport Commercial Finance, LLC which performs factoring and asset based lending, and Residential Mortgage, LLC, a regional home mortgage company, with operations also in the Pacific Northwest and Arizona.
Q: How are People’s Bank and Northrim Bank alike?
This is an excellent opportunity to combine two well-respected community banks that share a deep commitment to our customers and local communities. We both maintain similar core values of relationship banking, local expertise and customer first service. This merger is intended to allow us to invest more in our people, technology, customer experience, and community organizations, while preserving the personalized service and local decision-making that have defined our two banks for decades.
Q: Will People’s Bank change its name to Northrim Bank?
Yes, after the full integration of People’s Bank and Northrim Bank operations has occurred. This will be reflected in our branding and signage. Our Steelhead operation will retain its name and become part of Northrim’s Specialty Finance division.
Q: How will People’s Bank accounts and systems be integrated into Northrim?
The integration of different systems will occur gradually over time, but the primary conversion, our CSI Core, is expected to take place sometime in late 2027. Our teams will work closely with each other to ensure that all accounts and systems integration are done as smoothly as possible.
Q: What will happen to People’s Bank branches?
There will be no immediate effect on People’s Bank branch locations. After the full integration of People’s Bank and Northrim Bank operations has occurred, these locations will become Northrim Bank branches.
Q: What will happen to the People’s Bank employees?
Most People’s Bank employees and reporting structure will remain unchanged. People’s Bank employees will be essential in creating a smooth transition during the merger and Northrim Bank is looking forward to welcoming these employees to the combined company.
Staffing needs are currently being evaluated for the combined organization. There is no geographic overlap with Northrim, since all their current branches are in Alaska. It is important for Northrim to retain the employees of People’s Bank, so we can continue running a successful banking operation, serve our customers and continue to grow. We will make our best effort to provide more detail on employee retention and communicate to all employees within the next 30 to 45 days. Employees that will not be staying with the bank after the transition will be assisted in finding other employment.
Q: Will there be employee layoffs?
There may be areas of duplication which will result in certain employees that are not offered a job with the combined company. However, some of these people may be retained for a period of time after the merger is completed.
For any employee of People’s Bank that is not retained by Northrim, they will be offered a severance payment and job placement assistance provided by our HR Director Katie Ameral.
For now, there are no changes to anyone’s job, and it is business as usual through completion of the merger. Again, we will make our best effort to provide more details to all employees within the next 30 to 45 days.
Q: Who will determine which employees will be laid off?
People’s Bank’s management team will work closely with the Northrim management team to ensure those retained have the most appropriate skill set.
Q: Will there be severance paid for any employees that are not retained?
Yes. Any employee who is not continuing with Northrim will receive severance benefits equal to two (2) weeks of salary per full year of service, with a minimum severance benefit of four (4) weeks and maximum severance benefit of twenty-six (26) weeks. Contact Katie Ameral for assistance in determining your years of service.
Q: What will happen to my medical, dental and vision plans?
At minimum, you will continue with your People’s Bank health benefit offerings until the merger is completed. A transition to Northrim plans is expected to occur within 6 to 12 months after the merger. We will provide more information on the Northrim Benefit Plans summary within the next 30 days.
Q: Do we receive employee 401(k) or retirement benefits at Northrim?
Employees of People’s Bank will be eligible to participate in the Northrim plans for employee benefits and receive credit for years of service with People’s Bank for vesting purposes. The Northrim 401(k) plan includes an employer match of 100% for up to 6% of eligible compensation (vs 3% safe harbor match at People’s Bank).
Q: Does Northrim use PTO or vacation and sick leave?
Northrim has policies governing both PTO and sick leave, which will be included in the Northrim Benefits Plan summary.
Q: How will I be paid as an employee of Northrim Bank?
Northrim follows a bi-weekly payroll schedule. Northrim uses ADP payroll system, and employees of People’s Bank will transition to the Northrim system after the merger is completed.
Q: What will happen to the executive team of People’s Bank?
Certain members of the executive team at People’s will continue as employees of Northrim after the merger is completed. Julia Beattie will continue to lead the Oregon banking operation under Northrim.
Q: Will any members of the PBCO board of directors join the Northrim board?
Yes, there will be one member from our board that will join the Northrim board of directors. That person will be mutually agreed upon by existing directors of both boards.
Q: How will this impact the communities we serve in Oregon? Will Northrim continue to support local organizations and invest in our communities?
Northrim and People’s Bank share a similar approach to community involvement. Northrim management has indicated they will likely increase investments in the communities we serve.
Q: What should we do if contacted by a news reporter or member of the press?
Please refer any press inquiries to a member of the executive team.
Q: What should we say to customers, friends or family members asking about the merger?
Please refer to the External FAQ. Customers will receive more detailed information in the mail and via updates posted on our website in the coming months to ensure they are fully informed.
Q: Where can I go if I have questions or would like to learn more?
Please contact Julia Beattie or any member of the executive team at People’s Bank.
Q: Northrim Bank branches are open on Saturdays. Does that mean we will start being open on Saturdays?
There are no plans to change any of the branch hours.
Q: How soon will we see an organizational chart to know who I will report to?
We will make our best effort to provide organizational charts to all employees within the next 30 to 45 days.
Q: Will there be new opportunities or roles created with Northrim’s acquisition of People’s Bank?
While the merger is not creating new roles, it will create greater visibility into career opportunities as employees will now have access to open positions across both the Oregon and Alaska markets, as well as potential opportunities with our subsidiaries Residential Mortgage and Sallyport Commercial Finance.
Q: Will my salary change?
No salaries will be changed as a result of the merger.
Q: What happens to our bonus/incentive plan?
People’s Bank employees will stay under their current bonus/incentive plan for 2026. After the merger, employees will be included in the Northrim Bank Profit Share Plan.
Q: We have just rolled out a redesigned corporate culture. Will we be able to keep that? Northrim and People’s Bank share similar corporate culture values and will remain aligned as a combined company. There may be small changes once Northrim branding is implemented.
Caution Regarding Forward-Looking Statements
This communication relating to the proposed all-stock merger (the “merger”) by which Northrim BanCorp, Inc. (“Northrim”) will acquire PBCO Financial Corporation (“PBCO”) pursuant to an Agreement and Plan of Merger dated July 22, 2026 (the “merger agreement”) contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act. Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include: (1) the required regulatory approvals, the Northrim and PBCO shareholder approvals, satisfaction of other closing conditions, integration of PBCO with Northrim, and anticipated benefits of the merger may not be achieved or may be more difficult, time-consuming or costly than expected; (2) customer and employee relationships and business operations may be disrupted, or challenging to maintain; (3) the merger may not occur when expected; and (4) management’s attention may be diverted; as well as the risks described in Northrim’s Annual Report on Form 10-K for the year ended December 31, 2025 and Northrim’s other filings with the SEC. Except as required by law, Northrim is not obligated to update any forward-looking statement as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
Northrim will file a registration statement on Form S-4 with the SEC that will include a joint proxy statement of Northrim and PBCO and that also constitutes a prospectus of Northrim. After the registration statement is declared effective by the SEC, each of Northrim and PBCO will mail a definitive proxy statement/prospectus to its respective shareholders. Before making any voting decision, the shareholders of each of Northrim and PBCO are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Northrim, PBCO, the merger agreement and the merger. When filed, this document and other documents filed by Northrim can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge through Northrim’s investor relations website at https://ir.northrim.com by clicking on “SEC Filings” under the “Financials” tab. Alternatively, these documents, when available, can be obtained free of charge from Northrim upon written request to Northrim, Attn: Investor Relations, PO Box 241489, Anchorage, Alaska 99524-1489 or by calling (907) 562-0062. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Northrim, PBCO, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Northrim and PBCO in connection with the proposed merger. Information about the directors and executive officers of PBCO and Northrim will be included in the joint proxy statement/prospectus filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” Information about such directors and executive officers of Northrim and their direct or indirect interests, by security holdings or otherwise, can be found in Northrim’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 14, 2026, and other documents subsequently filed by Northrim with the SEC. To the extent holdings of common stock by Northrim’s directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Exhibit 99.4
Frequently Asked Questions for Customers
Q: What is happening between People’s Bank and Northrim Bank?
Both parties have entered into a definitive agreement as of July 22, 2026, for Northrim Bancorp, Inc., the holding company of Northrim Bank, to acquire PBCO Financial Corporation, the holding company of People’s Bank. People’s Bank and Northrim Bank are merging to create a stronger and better community bank for you. Joining with Northrim is expected to bring solid benefits to People’s Bank customers, employees and shareholders. In addition, the merger of both banks will provide added convenience, enhanced products and services, and higher lending limits to customers of both banks.
Q: When will the acquisition be complete?
Timing for completing the merger will depend on many factors, including the approval of shareholders and approval by the banking regulators. The goal is to merge as soon as November 2026, or in first quarter of 2027. Once the transaction is complete and People’s Bank has merged with Northrim Bank, People’s Bank will continue to operate under the People’s Bank name until all systems and operations are fully integrated into Northrim Bank, which is scheduled to occur late in 2027.
Q: What should I know about Northrim Bank?
Northrim Bank is an Alaska-based community bank established in 1990 and today is a public company with common stock trading on the Nasdaq (ticker: NRIM). As of June 30, 2026, Northrim Bank had approximately $3.4 billion in assets, 21 branch locations in Alaska and approximately 500 employees. Northrim Bank has two wholly owned operating subsidiaries, Sallyport Commercial Finance, LLC which performs factoring and asset based lending, and Residential Mortgage, LLC, a regional home mortgage company.
Q: How are People’s Bank and Northrim Bank alike?
This is an excellent opportunity to combine two well-respected community banks that share a deep commitment to our customers and local communities. We both maintain similar core values of relationship banking, local expertise and customer first service. This merger is expected to allow us to invest more in our people, technology, customer experience, and community organizations, while preserving the personalized service and local decision-making that have defined our two banks for decades.
Q: Will People’s Bank change its name to Northrim Bank?
Yes, after the full integration of People’s Bank and Northrim Bank operations has occurred likely in late 2027.
Q: How will the bank merger impact me as a customer of People’s Bank?
There is no immediate effect on customers. Continue to conduct your banking as you have in the past. Until full conversion of all systems which is anticipated to be in late 2027, you will see minimal changes to your day-to-day banking.
For the next several months, we will be working to ensure a seamless migration. Our teams will work closely with each other to ensure that all accounts and systems integration are done as smoothly as possible. Before the conversion of your accounts to Northrim Bank, you will receive a welcome guide that will explain the
features of your new Northrim accounts and other important information. Until then, you can look for updates from us directly, or on our websites, www.peoplesbank.bank and www.northrim.com.
Q: What will happen to People’s Bank branches?
There will be no immediate effect on People’s Bank branch locations. After the full integration of People’s Bank and Northrim Bank operations has occurred, these locations will become Northrim Bank branches
Q: What will happen to the People’s Bank employees?
Northrim plans to retain as many People’s Bank employees as possible. People’s Bank employees will be essential in creating a smooth transition during the merger and Northrim Bank is looking forward to welcoming these employees to the combined company.
Q: How will my account(s) at People’s Bank be affected? What about my checks, debit cards, online banking and statements?
Until we complete the account conversion, set for late 2027, there will be no impact to your bank accounts and services. Approximately a month before the conversion, you will receive a full welcome guide, which will include the specific details of your new Northrim accounts, debit cards, checks and statements. At conversion, you will receive a Northrim Bank debit card and will begin accessing your accounts through Northrim’s online banking, which has enhanced features and mobile options. We will work to make this an easy process for you.
Q: Where can I learn more about Northrim Bank’s products and services?
You can learn more at www.northrim.com or by calling Northrim toll-free at 1-800-478-BANK (2265).
Q: How do I get in contact with People’s Bank or Northrim Bank if I have any questions?
People’s Bank | 1528 Biddle Rd Medford, OR 97504 (541) 776-5350 www.peoplesbank.bank Member FDIC Equal Housing Lender | ||||
Northrim Bank | 3111 C Street Anchorage, Alaska 99503 (907) 562-0062 1-800-478-BANK (2265) www.northrim.com Member FDIC Equal Housing Lender | ||||
Caution Regarding Forward-Looking Statements
This communication relating to the proposed all-stock merger (the “merger”) by which Northrim BanCorp, Inc. (“Northrim”) will acquire PBCO Financial Corporation (“PBCO”) pursuant to an Agreement and Plan of Merger dated July 22, 2026 (the “merger agreement”) contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act. Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include: (1) the required regulatory approvals, the Northrim and PBCO shareholder approvals, satisfaction of other closing conditions, integration of PBCO with Northrim, and anticipated benefits of the merger may not be achieved or may be more difficult, time-consuming or costly than expected; (2) customer and employee relationships and business operations may be disrupted, or challenging to maintain; (3) the merger may not occur when expected; and (4) management’s attention may be diverted; as well as the risks described in Northrim’s Annual Report on Form 10-K for the year ended December 31, 2025 and Northrim’s other filings with the SEC. Except as required by law, Northrim is not obligated to update any forward-looking statement as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
Northrim will file a registration statement on Form S-4 with the SEC that will include a joint proxy statement of Northrim and PBCO and that also constitutes a prospectus of Northrim. After the registration statement is declared effective by the SEC, each of Northrim and PBCO will mail a definitive proxy statement/prospectus to its respective shareholders. Before making any voting decision, the shareholders of each of Northrim and PBCO are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Northrim, PBCO, the merger agreement and the merger. When filed, this document and other documents filed by Northrim can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge through Northrim’s investor relations website at https://ir.northrim.com by clicking on “SEC Filings” under the “Financials” tab. Alternatively, these documents, when available, can be obtained free of charge from Northrim upon written request to Northrim, Attn: Investor Relations, PO Box 241489, Anchorage, Alaska 99524-1489 or by calling (907) 562-0062. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
2
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Northrim, PBCO, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Northrim and PBCO in connection with the proposed merger. Information about the directors and executive officers of PBCO and Northrim will be included in the joint proxy statement/prospectus filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” Information about such directors and executive officers of Northrim and their direct or indirect interests, by security holdings or otherwise, can be found in Northrim’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 14, 2026, and other documents subsequently filed by Northrim with the SEC. To the extent holdings of common stock by Northrim’s directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Exhibit 99.5
Northrim Announces Agreement to Acquire People’s Bank of Commerce
All,
Today, we announced our intent to acquire PBCO Financial Corporation, the parent company of People’s Bank of Commerce, a community bank serving Southern Oregon and the Willamette Valley. The proposed transaction represents an important step in Northrim’s long-term growth strategy and expands our community banking footprint beyond Alaska.
Like Northrim, People’s Bank is a relationship-focused community business bank with a strong commitment to customer service, local decision-making, and community involvement. As a combined organization, this is expected to create additional capacity to invest in our people, technology, customer experience, and the communities we serve.
Importantly, this partnership will not change who we are. Northrim will remain headquartered in Alaska, and our commitment to serving our neighbors and the businesses in Alaska remains unchanged. People’s Bank’s 11 branches will continue serving their communities with their existing local team, operating under the Northrim name following the completion of the acquisition.
At the All Employee Meeting tomorrow, we will share more information about the acquisition and timeline moving forward. There will also be an opportunity for the executive group to answer questions, so please submit any questions you have to the Marketing Mailbox.
Read the full press release here.
Caution Regarding Forward-Looking Statements
This communication relating to the proposed all-stock merger (the “merger”) by which Northrim BanCorp, Inc. (“Northrim”) will acquire PBCO Financial Corporation (“PBCO”) pursuant to an Agreement and Plan of Merger dated July 22, 2026 (the “merger agreement”) contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act. Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include: (1) the required regulatory approvals, the Northrim and PBCO shareholder approvals, satisfaction of other closing conditions, integration of PBCO with Northrim, and anticipated benefits of the merger may not be achieved or may be more difficult, time-consuming or costly than expected; (2) customer and employee relationships and business operations may be disrupted, or challenging to maintain; (3) the merger may not occur when expected; and (4) management’s attention may be diverted; as well as the risks described in Northrim’s Annual Report on Form 10-K for the year ended December 31, 2025 and Northrim’s other filings with the SEC. Except as required by law, Northrim is not obligated to update any forward-looking statement as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
Northrim will file a registration statement on Form S-4 with the SEC that will include a joint proxy statement of Northrim and PBCO and that also constitutes a prospectus of Northrim. After the registration statement is declared effective by the SEC, each of Northrim and PBCO will mail a definitive proxy statement/prospectus to its respective shareholders. Before
making any voting decision, the shareholders of each of Northrim and PBCO are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Northrim, PBCO, the merger agreement and the merger. When filed, this document and other documents filed by Northrim can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge through Northrim’s investor relations website at https://ir.northrim.com by clicking on “SEC Filings” under the “Financials” tab. Alternatively, these documents, when available, can be obtained free of charge from Northrim upon written request to Northrim, Attn: Investor Relations, PO Box 241489, Anchorage, Alaska 99524-1489 or by calling (907) 562-0062. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Northrim, PBCO, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Northrim and PBCO in connection with the proposed merger. Information about the directors and executive officers of PBCO and Northrim will be included in the joint proxy statement/prospectus filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” Information about such directors and executive officers of Northrim and their direct or indirect interests, by security holdings or otherwise, can be found in Northrim’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 14, 2026, and other documents subsequently filed by Northrim with the SEC. To the extent holdings of common stock by Northrim’s directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Frequently Asked Questions for Northrim Employees
Q: What is happening between People’s Bank and Northrim Bank?
Both parties have entered into a definitive agreement as of July 22, 2026, for Northrim Bancorp, Inc., the holding company of Northrim Bank, to acquire PBCO Financial Corporation, the holding company of People’s Bank. People’s Bank and Northrim Bank are merging to create a stronger and better community bank. Joining with Northrim is expected to enhance the current product offering to People’s Bank customers, employees and shareholders. In addition, the merger of both banks will provide added convenience, enhanced products and services, and higher lending limits to customers.
Q: Why now, why is Northrim expanding outside of Alaska?
Expanding outside of Alaska is an important step in Northrim’s long-term growth strategy and complements the diversification of our existing operations in the Lower 48 that we already enjoy with Northrim Funding Services, Sallyport and Residential Mortgage. The banking industry requires greater size and scale to remain competitive, and this merger is intended to provide enhanced products and support for our customers. The combined organization will also provide more opportunities for our employees. We believe this strategic move will benefit all four of our stakeholder groups: employees, customers, communities and shareholders.
Q: When will the acquisition be complete?
Timing for completing the merger will depend on many factors, including the approval of shareholders and approval by the banking regulators. Entering into a definitive agreement with Northrim is just the first step in the process and follows a period of several months of confidential due diligence. The goal is to merge as soon as November 2026, or in the first quarter of 2027. Once the transaction is complete and People’s Bank has merged with Northrim Bank, People’s Bank will continue to operate under the People’s Bank name until all systems and operations are fully integrated into Northrim Bank, which is scheduled to occur late in 2027.
Q: How are People’s Bank and Northrim Bank alike?
This is an excellent opportunity to combine two well-respected community banks that share a deep commitment to our customers and local communities. We both maintain similar core values of relationship banking, local expertise and customer first service. This merger is intended to allow us to invest more in our people, technology, customer experience, and community organizations, while preserving the personalized service and local decision-making that have defined our two banks for decades.
Q: Will People’s Bank change its name to Northrim Bank?
Yes, after the full integration of People’s Bank and Northrim Bank operations has occurred. This will be reflected in the branding and signage. The Steelhead operation will retain its name and become part of Northrim’s Specialty Finance division.
Q: How will People’s Bank accounts and systems be integrated into Northrim?
The integration of different systems will occur gradually over time. The conversion of People’s Bank’s core operating system, CSI Core, is expected to take place sometime in late 2027. Our teams will work closely with each other to ensure that all accounts and systems integration are done as smoothly as possible.
Q: What will happen to People’s Bank branches?
There will be no immediate effect on People’s Bank branch locations. After the full integration of People’s Bank and Northrim Bank operations has occurred, these locations will become Northrim Bank branches.
Q: What will happen to the People’s Bank employees?
Most People’s Bank employees and reporting structure will remain unchanged. People’s Bank employees will be essential in creating a smooth transition during the merger and Northrim Bank is looking forward to welcoming these employees to the combined company.
Q: What will happen to the executive team of People’s Bank?
Certain members of the executive team at People’s will continue as employees of Northrim after the merger is completed. Julia Beattie will continue to lead the Oregon banking operation under Northrim.
Q: Will any members of the PBCO board of directors join the Northrim board?
Yes, there will be one member from the PBCO board that will join the Northrim board of directors. That person will be mutually agreed upon by existing directors of both boards.
Q: How will this impact the communities in Oregon? Will Northrim continue to support local organizations and invest in communities?
Northrim and People’s Bank share a similar approach to community involvement. Northrim will likely increase investments in the communities that People’s Bank serves.
Q: What should we do if contacted by a news reporter or member of the press?
Please refer any press inquiries to Kari Skinner or any member of the Executive Team.
Q: What should we say to customers, friends or family members asking about the merger?
Please refer to these FAQs. Northrim customers will continue to bank as they normally do. If you have any further questions, please reach out to Kari Skinner or any member of the Executive Team
Q: Will there be new opportunities or roles created with Northrim’s acquisition of People’s Bank?
While the merger may not initially create new roles, it will create greater visibility into career opportunities as employees will now have access to open positions across both the Oregon and Alaska markets. Continued growth in the company may also result in additional opportunities.
Caution Regarding Forward-Looking Statements
This communication relating to the proposed all-stock merger (the “merger”) by which Northrim BanCorp, Inc. (“Northrim”) will acquire PBCO Financial Corporation (“PBCO”) pursuant to an Agreement and Plan of Merger dated July 22, 2026 (the “merger agreement”) contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act. Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include: (1) the required regulatory approvals, the Northrim and PBCO shareholder approvals, satisfaction of other closing conditions, integration of PBCO with Northrim, and anticipated benefits of the merger may not be achieved or may be more difficult, time-consuming or costly than expected; (2) customer and employee relationships and business operations may be disrupted, or challenging to maintain; (3) the merger may not occur when expected; and (4) management’s attention may be diverted; as well as the risks described in Northrim’s Annual Report on Form 10-K for the year ended December 31, 2025 and Northrim’s other filings with the SEC. Except as required by law, Northrim is not obligated to update any forward-looking statement as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
Northrim will file a registration statement on Form S-4 with the SEC that will include a joint proxy statement of Northrim and PBCO and that also constitutes a prospectus of Northrim. After the registration statement is declared effective by the SEC, each of Northrim and PBCO will mail a definitive proxy statement/prospectus to its respective shareholders. Before making any voting decision, the shareholders of each of Northrim and PBCO are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Northrim, PBCO, the merger agreement and the merger. When filed, this document and other documents filed by Northrim can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge through Northrim’s investor relations website at https://ir.northrim.com by clicking on “SEC Filings” under the “Financials” tab. Alternatively, these documents, when available, can be obtained free of charge from Northrim upon written request to Northrim, Attn: Investor Relations, PO Box 241489, Anchorage, Alaska 99524-1489 or by calling (907) 562-0062. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to sell or a solicitation of an offer to sell any securities. Northrim, PBCO, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Northrim and PBCO in connection with the proposed merger. Information about the directors and executive officers of PBCO and Northrim will be included in the joint proxy statement/prospectus filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” Information about such directors and executive officers of Northrim and their direct or indirect interests, by security holdings or otherwise, can be found in Northrim’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on April 14, 2026, and other documents subsequently filed by Northrim with the SEC. To the extent holdings of common stock by Northrim’s directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”