Northrim BanCorp Inc 2024年度报告

WASHINGTON, DC20549 FORM10-K (Mark One) ☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from_____to____ Commission File Number000-33501 NORTHRIM BANCORP, INC. (Exact name of registrant as specified in its charter) 92-0175752 Alaska (State or other jurisdiction ofincorporation or organization)(I.R.S. Employer Identification No.) 3111 C Street Anchorage,Alaska99503 (Address of principal executive offices)(Zip Code)(907)562-0062(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1.00 par valueThe NASDAQ Stock Market, LLC(Title of Class)(Name of Exchange on Which Listed) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.¨YesýNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.¨YesýNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.ýYes¨No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).ýYes¨No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer¨Accelerated FilerýNon-accelerated Filer¨(Do not check if a smaller reporting company) Smaller ReportingCompany¨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 anynew or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthis filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐YesýNo The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024 (the last businessday of the registrant’s most recently completed second fiscal quarter) was $304,513,388. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.5,520,880shares ofCommon Stock, $1.00 par value, as of March10, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement on Schedule 14A, relating to the registrant’s annual meeting of shareholders to be held on May22, 2025,are incorporated by reference into Part III of this Form 10-K. TABLE OF CONTENTS PartI Item 1.Business2Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments31Item 1C.Cybersecurity32Item 2.Properties34Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35Part IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities37Item 6.[RESERVED]39Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations39Item 7A.Quantitative and Qualitative Disclosures About Market Risk65Item 8.Financial Statements and Supplementary Data68Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information135Item 9C.Disclosures Regarding Foreign Jurisdictions that Prevent Inspections136Part IIIItem 10.Directors, Executive Officers and Corporate Governance137Item 11.Executive Compensation137Item 12.Security Ownership