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

Date of Report (Date of Earliest Event Reported):

August 22, 2025

Northrim BanCorp, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Alaska

0-33501

92-0175752

________________________
(State or other jurisdiction

_____________
(Commission

_________________
(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

3111 C Street,

Anchorage,

Alaska

99503

___________________________________
(Address of principal executive offices)

___________
(Zip Code)


Registrant’s telephone number, including area code:						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


TITLE OF EACH CLASS	TRADING SYMBOL	NAME OF EXCHANGE

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(b) On August 22, 2025, Northrim BanCorp, Inc. (the “Company”) and its wholly owned subsidiary, Northrim Bank (the “Bank”) announced that Joseph M. Schierhorn intends to retire from his position as a director of the Company and the Bank and his position as the Chairman of the Board of Directors of the Company and Chairman of the Board of Directors of the Bank effective as of December 31, 2025. Mr. Schierhorn’s retirement from his position as a director of the Company and the Bank is not due to any disagreement between Mr. Schierhorn and the Company or the Bank on any matter relating to the Company's or the Bank’s operations, policies, or practices.

The Company also announced that Michael G. Huston will assume the duties of Chairman of the Board of Directors of both the Company and the Bank effective January 1, 2026. Mr. Huston will continue to serve as the President, Chief Executive Officer and Chief Operating Officer of the Company and as President and Chief Executive Officer of the Bank.

A copy of the press release issued by the Company on August 22, 2025 is attached as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements – not applicable

(b) Proforma financial information – not applicable


(d) Exhibit No.						Description

99.1						Press Release dated August 22, 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.

Northrim BanCorp, Inc.

August 22, 2025

By:

/s/ Jed W. Ballard

Name: Jed W. Ballard

Title: EVP, Chief Financial Officer

Exhibit Index



Exhibit No.						Description

99.1						Press release dated August 22, 2025

NORTHRIM BANCORP INC 8-K