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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-10 · 29 added, 18 removed, 156 unchanged (23% of the section changed)

27 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning the officers and directors of the Company required to be included in this item is incorporated by reference from the Company’s definitive proxy statement for its annual meeting of shareholders to be held in 2025 which will be filed with the Securities and Exchange Commission (the "SEC") within 120 days of our most recently completed fiscal year.

Information concerning the officers and directors of the Company required to be included in this item is incorporated by reference from the Company’s definitive proxy statement for its annual meeting of shareholders to be held in 2026 which will be filed with the SEC within 120 days of our most recently completed fiscal year.

EXECUTIVE COMPENSATION

16 unchanged sentences

2.1 Membership Interest Purchase Agreement dated October 31, 2024 by and among Northrim Bank, Sallyport Commercial Finance, LLC, and the sellers identified therein.

(Schedules and exhibits have been omitted pursuant to 601(a)(5) of Regulation S-K.

The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request).

( Incorporated b y reference to Exhibit 2.1 of the Company's Form 10-K for the year ended Dece mber 31, 2024, filed with the SEC on March 10, 2025 ).

3.1 Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of the Company's Form 8-A filed with the SEC on January 14, 2002.)

3.2 Articles of Amendment to the Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 of the Company’s Form 10-Q for the quarter ended June 30, 2009, filed with the SEC on August 10, 2009.)

4 Articles of Amendment to the Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.

1 of the Company’s Current Report on Form 8-K f iled with the SEC on September 1 9 , 20 25 .)

5 Bylaws of Northrim BanCorp, Inc.

as amended (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2020.)

4.1 Description of Securities (Incorporated by reference to Exhibit 4.1 of the Company's Form 10-K for the year ended December 31, 2019, filed with the SEC on March 6, 2020.)

as amended (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on M a rch 28 , 202 3 .)

4 .1 Description of Securities .

4.2 Pursuant to Item 601 (b)(4)(iii)(A) of Regulation S-K, copies of instruments defining rights of holders of long-term debt and preferred securities are not filed.

2 unchanged sentences

4.4 Form of Junior Subordinated Debt Security due 2036 (Incorporated by reference to Exhibit 4.4 of the Company’s Form 10-K for the year ended December 31, 2005, filed with the SEC on March, 16, 2006.)

5 Indenture dated as of November 2 6, 20 2 5 , by and betwee n Northrim BanCorp, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.

1 of the Company’s Form 8 -K filed with the SEC on November , 2 6, 20 25 .)

4.6 Form of 6.875% Fixed-to-Floating Rate Subordinated Note Due December 31, 2035 (Incorporated by reference to Exhibit 4.

2 of the Company’s Form 8-K filed with the SEC on November, 26, 2025.)

4.7 Form of Note Purchase Agreement, dated November 26, 2025 (Incorporated by reference to Exhibit 10 .1 of the Company’s Form 8-K filed with the SEC on November, 26, 2025.)

4.8 Form of Registration Rights Agreement, dated November 25, 2026 (Incorporated by reference to Exhibit 10 .

2 of the Company’s Form 8-K filed with the SEC on November, 26, 2025.)

10.01 Northrim Bancorp, Inc.

3 unchanged sentences

10.03 Northrim Bancorp, Inc.

Profit Sharing Plan (Incorporated by reference to Exhibi t 10.03 of the Company's Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024) .

10.04 Employment Agreement with Joseph M.

Schierhorn dated January 1, 202 5 (Incorporated by reference to Exhibit 10.

3 to the Company's Current Report on Form 8-K, filed on January 2, 202 5 .)

10.05 Employment Agreement with Jed Ballard dated January 1, 202 5 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on January 2, 202 5 .)

10.06 Employment Agreement with Michael Huston dated January 1, 202 5 (Incorporated by reference to Exhibit 10.

1 to the Company's Current Report on Form 8-K, filed on January 2, 202 5 .)

Profit Sharing Plan (Incorporated by reference to Exhibit 10.03 of the Company's Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024).

10.04 Employment Agreement with Michael G .

Huston dated January 1, 202 6 (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on January 2, 202 6 .)

10.05 Employment Agreement with Jed W.

Ballard dated January 1, 202 6 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on January 2, 202 6 .)

10.06 Employment Agreement with Mark Edwards dated January 1, 202 6 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on January 2, 202 6 .)

10.07 Employment Agreement with Jason Criqui dated January 1, 202 6 (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on January 2, 202 6 .)

10.08 Employment Agreement with Amber Zins dated January 1, 202 6 (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed on January 2, 202 6 .)

7 unchanged sentences

2023 Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 4, 2023.)

10.1 4 Northrim BanCorp, Inc.

202 5 Stock Incentive Plan (Incorporated by reference to Exhibit D to the Company's Proxy Statement filed with the SEC on April 8 , 202 5 .)

14 Code of Ethics (Registrant elects to satisfy Regulation S-K §229.406(c) by posting its Code of Business Conduct and Ethics on its website at https://www.northrim.com/Portals/NorthrimBank/PDFs/Code.of.Conduct.pdf) .

1 9 Insider Trading Policy .

19 Insider Trading Policy (Inc or p or ated by reference to Exhibit 19 of the Company's For m 10-K for the year ended Dece mber 31, 202 4, filed with the SEC on March 10, 2025) .

21.1 Subsidiaries

23.1 Consent of Moss Adams LLP

23.1 Consent of Baker Tilly US , LLP

24.1 Power of Attorney

8 unchanged sentences

97 Northrim BanCorp, Inc.

Compensation Recovery Policy, Effective December 1, 2023 ( Incorporated by reference to Exhibit 97 of the Company's Form 10-K for the year ended December 31, 2023, filed with th e SEC on March 8, 2024) .

Compensation Recovery Policy, Effective December 1, 2023 (Incorporated by reference to Exhibit 97 of the Company's Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024).

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

41 unchanged sentences

By /s/ Michael G.

President and Chief Executive Officer

Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on March 6, 2026.

1 unchanged sentence

By /s/ Michael G.

President and Chief Executive Officer

Chairman, President and Chief Executive Officer

Principal Financial Officer and Principal Accounting Officer:

12 unchanged sentences

Northrim BanCorp, Inc.’s stock is traded on the Nasdaq Global Select Stock Market under the symbol, NRIM.

Moss Adams LLP

Baker Tilly US, LLP

Transfer Agent and Registrar

3 unchanged sentences

Accretive Legal, PLLC

Miller Nash, LLP

Information Requests

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures