Northrim BanCorp Inc.

07/23/2026 | Press release | Distributed by Public on 07/23/2026 06:36

Highlights of the Announced Transaction (Form 8-K)

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.

Northrim BanCorp Inc. published this content on July 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 23, 2026 at 12:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]