Northrim Bancorp (NRIM) CEO equity awards vest with shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Northrim Bancorp Chairman, President & CEO Michael G. Huston reported equity award vesting and related share movements. On March 23, 2026, restricted stock units covering 6,104 shares and performance stock units covering 10,286 shares of common stock were exercised or converted into common shares, with no cash exercise price.

Common stock entries show multiple acquisitions under code M and share dispositions under code F for tax withholding at $22.85 per share. Footnotes state the restricted stock units fully vested and the performance stock units vested at 150 percent based on performance over a three-year period. After these transactions, Huston directly holds 96,127 shares of Northrim Bancorp common stock.

Insider Trade Summary

16,390 shares exercised/converted

Mixed 6 txns

Insider Huston Michael G.

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,104	$0.00	--
Exercise	Performance Stock Units	10,286	$0.00	--
Exercise	Common Stock	6,857	$0.00	--
Tax Withholding	Common Stock	1,763	$22.85	$40K
Exercise	Common Stock	10,286	$0.00	--
Tax Withholding	Common Stock	2,505	$22.85	$57K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Common Stock — 90,109 shares (Direct)

Footnotes (1)

Includes 753 shares issued for payment of dividends under the Northrim BanCorp, Inc. Stock Option Plan. Shares withheld by the Company at the request of the Reporting Person to pay taxes due following the expiration of the applicable restriction period, under the terms of the Northrim BanCorp, Inc. Stock Incentive Plan. Under the terms of the Northrim BanCorp, Inc. Stock Incentive Plan, the underlying securities were earned (150 percent) based on the Companys performance relative to an industry peer group over a three-year performance period. Determination of the percentage of the award earned was made by the Compensation Committee on March 23, 2026, and calculation of the underlying shares to be delivered, net of withholding, was completed on March 23, 2026. Includes 1,130 shares issued for the payment of dividends under the Northrim BanCorp, Inc. Stock Incentive Plan. No conversion or exercise price applies. The total grant of restricted stock units vested on March 23, 2026. Performance stock units vested at 150 percent based on the Companys performance relative to an industry peer group over a three-year performance period.

Form 4 Insider Transactions: What Each Field Means →

03/25/2026 - 01:46 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Huston Michael G.

(Last)

(First)

(Middle)

3111 C STREET

(Street)

ANCHORAGE

ALASKA

99503

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NORTHRIM BANCORP INC [ NRIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/23/2026		M		6,857⁽¹⁾	A	$0	90,109	D
Common Stock	03/23/2026		F⁽²⁾		1,763	D	$22.85	88,346	D
Common Stock	03/23/2026		M⁽³⁾		10,286⁽⁴⁾	A	$0	98,632	D
Common Stock	03/23/2026		F⁽²⁾		2,505	D	$22.85	96,127	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	03/23/2026		M			6,104	⁽⁶⁾	⁽⁶⁾	Common Stock	6,104	$0	0	D
Performance Stock Units	⁽⁵⁾	03/23/2026		M⁽³⁾			10,286⁽⁴⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	10,286⁽⁴⁾	$0	0	D

Explanation of Responses:

1. Includes 753 shares issued for payment of dividends under the Northrim BanCorp, Inc. Stock Option Plan.

2. Shares withheld by the Company at the request of the Reporting Person to pay taxes due following the expiration of the applicable restriction period, under the terms of the Northrim BanCorp, Inc. Stock Incentive Plan.

3. Under the terms of the Northrim BanCorp, Inc. Stock Incentive Plan, the underlying securities were earned (150 percent) based on the Companys performance relative to an industry peer group over a three-year performance period. Determination of the percentage of the award earned was made by the Compensation Committee on March 23, 2026, and calculation of the underlying shares to be delivered, net of withholding, was completed on March 23, 2026.

4. Includes 1,130 shares issued for the payment of dividends under the Northrim BanCorp, Inc. Stock Incentive Plan.

5. No conversion or exercise price applies.

6. The total grant of restricted stock units vested on March 23, 2026.

7. Performance stock units vested at 150 percent based on the Companys performance relative to an industry peer group over a three-year performance period.

Remarks:

	/s/ Michael G. Huston	03/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Northrim Bancorp (NRIM) CEO Michael Huston report?

Michael Huston reported vesting and conversion of equity awards into Northrim Bancorp common stock. Restricted stock units and performance stock units were exercised or converted, with resulting common shares issued and some shares withheld to cover tax obligations under the company’s stock incentive plans.

How many Northrim Bancorp (NRIM) shares were involved in Michael Huston’s equity award exercises?

The filing shows 6,104 restricted stock units and 10,286 performance stock units converted into common stock. Related non-derivative entries report multiple common stock acquisitions and dispositions, reflecting delivery of shares from the awards and share withholding to satisfy taxes under Northrim Bancorp’s stock incentive arrangements.

How were taxes handled in Michael Huston’s Northrim Bancorp (NRIM) Form 4 transactions?

Shares were withheld by Northrim Bancorp at Huston’s request to pay taxes due after vesting. Two Form 4 entries coded F show 1,763 and 2,505 common shares withheld at a price of $22.85 per share, consistent with payment of tax liabilities on the vested equity awards.

What performance conditions applied to Michael Huston’s Northrim Bancorp (NRIM) performance stock units?

Footnotes state the performance stock units vested at 150 percent based on Northrim Bancorp’s performance versus an industry peer group over a three-year period. The Compensation Committee determined the earned percentage and calculated underlying shares to be delivered on March 23, 2026, net of required withholding.

How many Northrim Bancorp (NRIM) shares does Michael Huston hold after these Form 4 transactions?

Post-transaction figures in the non-derivative tables show Michael Huston directly holding 96,127 shares of Northrim Bancorp common stock. This total reflects the net result of equity award conversions and share withholding for taxes reported as of March 23, 2026, under the company’s stock incentive plans.