NORTHRIM BANCORP INC (NRIM): debt financing — Northrim BanCorp closes $60M subordinated notes offering at 6.875% fixed rate due 2035

NORTHRIM BANCORP INC

Closed private placement of $60.0M aggregate principal of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035.
Notes bear fixed 6.875% for 5 years, then quarterly floating at 3-month SOFR + 348 basis points.
Notes qualify as Tier 2 regulatory capital; proceeds for general corporate purposes and growth initiatives.
Keefe, Bruyette & Woods served as lead placement agent; Hovde Group as co-placement agent.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

NORTHRIM BANCORP INC incurred senior notes of $60.0 million with institutional accredited investors and qualified institutional buyers at 6.875% per year maturing December 1, 2035.

Instrument: senior notes
Principal: $60.0 million
Counterparty: institutional accredited investors and qualified institutional buyers
Rate: 6.875% per year
Maturity: December 1, 2035
Event: incurrence

Exact text from the filing

the Company issued and sold $60.0 million in aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NORTHRIM BANCORP INC entered into Subordinated Note Purchase Agreements with certain institutional accredited investors and qualified institutional buyers (the Purchasers) valued at $60.0 million in aggregate principal amount of 6.875% Fixed-to-Floating Rate Subordinated Notes due (effective 2025-11-26).

Action: entry
Agreement: notes offering
Counterparty: certain institutional accredited investors and qualified institutional buyers (the Purchasers)
Value: $60.0 million in aggregate principal amount of 6.875% Fixed-to-Floating Rate Subordinated Notes due
Effective: 2025-11-26

Exact text from the filing

On November 26, 2025, Northrim BanCorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (the “Purchase Agreements”) with certain institutional “accredited investors,” as such term is defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified institutional buyers,” as such term is defined in Rule 144A promulgated by the SEC under the Securities Act (collectively, the “Purchasers”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NORTHRIM BANCORP INC entered into Registration Rights Agreements with the Purchasers valued at Agreement to provide for exchange of the Notes for registered subordinated notes and to pay addition (effective 2025-11-26).

Action: entry
Counterparty: the Purchasers
Value: Agreement to provide for exchange of the Notes for registered subordinated notes and to pay addition
Effective: 2025-11-26

Exact text from the filing

On November 26, 2025, in connection with the sale and issuance of the Notes, the Company entered into Registration Rights Agreements (the “Registration Rights Agreements”) with the Purchasers.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NORTHRIM BANCORP INC entered into Indenture with U.S. Bank Trust Company, National Association, as trustee valued at Indenture governing the 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 issued in aggregat (effective 2025-11-26).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association, as trustee
Value: Indenture governing the 6.875% Fixed-to-Floating Rate Subordinated Notes due 2035 issued in aggregat
Effective: 2025-11-26

Exact text from the filing

The Notes were issued under an Indenture, dated November 26, 2025 (the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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Source: SEC EDGAR

accession 0001163370-25-000046

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