0001163370false12/3100011633702025-09-182025-09-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2054 9
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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September 19, 2025 |
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September 18, 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 |
| of incorporation) |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 22, 2025, Northrim BanCorp, Inc. (the “Company”) announced that its Board of Directors had approved a 4-for-1 forward split (the “Stock Split”) of its outstanding shares of common stock (the “Common Stock”), to be effected through the filing of Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended ("the Amendment"). The Company filed the Amendment with the Alaska Division of Corporations, Business & Professional Licensing to effect the Stock Split and proportionally increase the number of authorized shares of the Company’s Common Stock from 10,000,000 to 40,000,000 and proportionally decrease the par value of the Common Stock from $1.00 to $0.25. The Amendment, which became effective at 2:01 p.m. Alaska Standard Time on September 18, 2025, is filed as Exhibit 3.1 hereto.
As a result of the Stock Split, each shareholder of record as of the close of trading on September 18, 2025 (the “Effective Time”), will 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.
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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| 3.1 |
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Articles of Amendment of Northrim BanCorp, Inc. dated August 21, 2025 |
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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| September 19, 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-3.1
2
exhibit31stocksplit2503.htm
EX-3.1
Document
ARTICLES OF AMENDMENT
OF
NORTHRIM BANCORP, INC.
(File No. 72451-D)
August 21, 2025
Pursuant to the authority of Alaska Statutes 10.06.502-10.06.514, Northrim Bancorp, Inc. hereby submits the following Articles of Amendment:
1.The name of the Corporation is NORTHRIM BANCORP, INC.
2.The Articles of Incorporation were filed with the Alaska Department of Community and Economic Development, Division of Banking, Securities and Corporations and a Certificate of Incorporation was issued effective March 1, 2001. Amended and Restated Articles of Incorporation were filed and a Certificate of Amendment was issued effective December 12, 2001. Articles of Amendment to the Amended and Restated Articles of Incorporation were filed and a Certificate of Amendment was issued effective July 21, 2009 by the Alaska Department of Commerce, Community and Economic Development, Division of Corporations, Business and Professional Licensing.
3.Amendments Adopted:
(a)The first sentence of Section 5.1 of the Corporation’s Amended and Restated Articles of Incorporation, as amended, is amended and restated in its entirety to read as follows:
Section 5.1. The aggregate number of shares which the Company shall have authority to issue is 42,500,000 shares of stock, consisting of 40,000,000 shares of common stock with a par value of $0.25 each and 2,500,000 shares of preferred stock with a par value of $1.00 each, and the Board of Directors is authorized to fix the number of shares in each series and the designation of each series.
(b)The following sentence shall be added after the first sentence of Section 5.1 of the Corporation’s Amended and Restated Articles of Incorporation, as amended, to read as follows:
Upon the filing and effectiveness of these Articles of Amendment (the “Effective Time”), each share of common stock issued and outstanding, and each share of unissued common stock, in each case as of immediately prior to the Effective Time, shall automatically, without further action on the part of the Corporation or any holder thereof, be subdivided and reclassified into four fully paid and nonassessable shares of common stock, reflecting a 4:1 forward stock split.
4.The foregoing amendments to the Amended and Restated Articles of Incorporation, as amended, were duly approved and adopted by the Corporation’s Board of Directors at a meeting of the Corporation’s Board of Directors on August 21, 2025. The Corporation has only shares of common stock in one class outstanding and pursuant to Alaska Statute 10.06.504(a)(3)(C) the approval of the Corporation’s shareholders is not required in connection with the foregoing amendments.
5.These Articles of Amendment shall become effective at 2:01 p.m. Alaska Daylight Time on September 18, 2025.
DATED this 21st day of August, 2025.
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/s/ Michael G Huston |
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/s/ Stefan Saldanha |
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| Michael G. Huston, President |
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Stefan Saldanha, Secretary |
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