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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
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| Date of Report (Date of Earliest Event Reported): |
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August 22, 2025 |
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August 21, 2025 |
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Northrim BanCorp, Inc.
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(Exact name of registrant as specified in its charter)
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| Alaska |
0-33501 |
92-0175752 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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File Number) |
Identification No.) |
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| 3111 C Street, |
Anchorage, |
Alaska |
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99503 |
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(Address of principal executive offices) |
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(Zip Code) |
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| Registrant’s telephone number, including area code: |
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907- |
562-0062 |
Not Applicable
___________________________________________________
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
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| TITLE OF EACH CLASS |
TRADING SYMBOL |
NAME OF EXCHANGE |
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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 8.01 Other Events
On August 21, 2025, the Board of Directors of Northrim BanCorp, Inc. (the "Company") authorized a 4-for-1 forward split (the "Stock Split") of its common stock, par value $1.00 per share (the "Common Stock"). The Stock Split is to be effected through the filing of Articles of Amendment to the Company's Amended and Restated Articles of Incorporation, as amended ("the Amendment"), which will also effect a proportional increase in the number of authorized shares of the Company's Common Stock from 10,000,000 to 40,000,000 and effect a proportional decrease in the par value of a share of Common Stock from $1.00 to $0.25.
As a result of the Stock Split, each shareholder of record as of the close of trading on September 18, 2025 (the “Effective Time”), is expected to receive, after the close of trading on September 22, 2025, three additional shares of Common Stock for every share held at the Effective Time. Trading is expected to begin on a split-adjusted basis on September 23, 2025 under the same ticker symbol "NRIM", with the same CUSIP number of 666762109.
A copy of the press release announcing the Stock Split is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements – not applicable
(b) Proforma financial information – not applicable
(c) Shell company transactions – not applicable
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| (d) Exhibit No. |
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Description |
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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.
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Northrim BanCorp, Inc. |
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| August 22, 2025 |
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By: |
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/s/ Jed W. Ballard |
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Name: Jed W. Ballard |
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Title: EVP, Chief Financial Officer |
Exhibit Index
EX-99.1
2
exhibit991stocksplit801.htm
EX-99.1
Document
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| Contact: |
Mike Huston, President, CEO, and COO |
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(907) 261-8750 |
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Jed Ballard, Chief Financial Officer |
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(907) 261-3539 |
Northrim BanCorp Announces 4-for-1 Stock Split
ANCHORAGE, Alaska - August 22, 2025 - Northrim BanCorp, Inc. (NASDAQ:NRIM) (“Northrim” or the “Company”) today announced that its Board of Directors has approved a 4-for-1 forward stock split of its common stock. The stock split is part of the Company's ongoing review of optimal trading and spread levels. The purpose of the split is to enhance stock liquidity, make shares more accessible to a broader base of retail investors, and support increased trading activity.
The shares to be issued in the stock split are expected to be payable after market close on September 22, 2025, for shareholders of record at the close of business on September 18, 2025. Shareholders will receive a distribution of three additional shares of common stock for each share of common stock held. Northrim's common stock is expected to begin trading on a post-split basis at the market open on September 23, 2025 under the Company's existing trading symbol “NRIM.” The stock split will increase the number of shares of Northrim’s outstanding common stock from approximately 5.5 million shares to approximately 22.0 million shares.
As a result of the stock split, proportional adjustments will be made to the number of shares of Northrim's common stock underlying the Company's outstanding stock options and awards, and the number of shares issuable under the Company's equity incentive plans, as well as the exercise price, as applicable. The Company anticipates filing a Form 8-K with the U.S. Securities and Exchange Commission after the effective date to report an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, effecting the stock split and reflecting a proportional increase to the total number of authorized shares of Northrim's common stock from 10,000,000 to 40,000,000 and reflecting a proportional decrease in the par value of a share of Common Stock from $1.00 to $0.25.
About Northrim BanCorp
Northrim BanCorp, Inc. is the parent company of Northrim Bank, an Alaska-based community bank with 20 branches throughout the state and differentiates itself with its detailed knowledge of Alaska’s economy and its “Customer First Service” philosophy. The Bank has two wholly-owned subsidiaries, Sallyport Commercial Finance, LLC, a specialty finance company and Residential Mortgage, LLC, a regional home mortgage company. Pacific Wealth Advisors, LLC is an affiliated company.
www.northrim.com
Note Transmitted on GlobeNewswire on August 22, 2025, at 12:15 pm Alaska Standard Time.
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