NORTHRIM BANCORP INC (NRIM) Form 424B3 — Sep 17, 2026
Northrim BanCorp has filed a joint proxy statement/prospectus for its pending all-stock acquisition of PBCO Financial Corporation, with special shareholder meetings set for October 20, 2026. PBCO holders will receive 1.160 Northrim shares per PBCO share, worth about $29.65 each or roughly $153.3 million in aggregate based on Northrim's September 16, 2026 close of $25.56. The deal marks Northrim's first expansion outside Alaska, extending its community banking franchise into Southern Oregon and the Willamette Valley and lifting the combined company past $4 billion in total assets.
Key figures
- Deal Value Usd
- approximately $153.3 million as of September 16, 2026 (approximately $167.3 million at announcement pricing)
- Shares Offered
- approximately 5,955,402 Northrim shares to be issued to PBCO shareholders
- Shares Outstanding
- 22,244,766 Northrim shares outstanding as of the September 9, 2026 record date
- Atce floor
- $102,542,499 required PBCO adjusted tangible common equity
- Outside date
- April 30, 2027, extendable to June 30, 2027
- Exchange ratio
- 1.160 Northrim shares per PBCO share
- Termination fee
- approximately $6.7 million payable by PBCO to Northrim
- Pro forma ownership
- approximately 79% existing Northrim holders / 21% former PBCO holders
- Northrim total loans
- approximately $2.4 billion
- Special meeting date
- October 20, 2026
- Combined total assets
- over $4 billion
- Nrim close jul21 2026
- 27.9
- Nrim close sep16 2026
- 25.56
- Pbco close sep16 2026
- 29.24
- Northrim total deposits
- approximately $2.9 billion
- Pbco shares outstanding
- 5,072,054
- Voting agreement coverage
- 1,996,879 PBCO shares (~39.37% of outstanding)
- Price protection threshold
- $22.32 20-day average Northrim closing price (with NASDAQ Bank Index comparison)
- Implied value per pbco share
- $29.65 as of September 16, 2026; $32.36 at announcement (July 21, 2026)
- Northrim shareholders equity
- approximately $348 million
- Pbco estimated atce jun30 2026
- $103,657,844
- Northrim total assets jun30 2026
- approximately $3.4 billion
AI analysis
The rest of the AI analysis, red flags and sentiment are part of Signal8 Pro.
AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.