nrim-20260413

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)


Filed by the Registrant			ý			Filed by a Party other than the Registrant			¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

NORTHRIM BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

3111 C Street

Anchorage, AK 99503

April 14, 2026

Dear Shareholder:

I am pleased to invite you to attend the Northrim BanCorp, Inc. (the "Company") Annual Shareholders’ Meeting (the "Annual Meeting") where you will have the opportunity to hear about our 2025 operations and our plans for 2026. The Annual Meeting will be on Thursday, May 28, 2026, at 9 A.M. Alaska Daylight Time. The Annual Meeting will be a completely “virtual meeting" of shareholders. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/NRIM2026. You will need to have your 16-Digit Control Number included on your Notice or proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. Please keep your 16-Digit Control Number in a safe place so it is available to you for the Annual Meeting.

You will find additional information concerning the Company and our operations in the enclosed 2025 Annual Report and Form 10-K, which includes our audited financial statements for the year ended December 31, 2025.

Your opinion and your vote are very important to us. Please sign and return your proxy card, which is included with this document, as soon as possible. If you choose to attend the Annual Meeting online, voting by proxy will not prevent you from voting electronically; however, if you are unable to attend online, voting by proxy will ensure that your vote is counted.

Thank you for your continued support of the Company. If you have any questions, please feel free to contact the Corporate Secretary at (907) 562-0062 or (800) 478-2265.

Sincerely,

Michael G. Huston

Chairman, Chief Executive Officer, President & Chief Operating Officer

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING

To Be Held Online at www.virtualshareholdermeeting.com/NRIM2026 on May 28, 2026

Notice is hereby given that Northrim BanCorp, Inc. (the "Company") will hold its 2026 Annual Shareholders’ Meeting (the "Annual Meeting") at 9 A.M. Alaska Daylight Time, on Thursday, May 28, 2026 at www.virtualshareholdermeeting.com/NRIM2026. The Annual Meeting will be a completely “virtual meeting" of shareholders. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/NRIM2026. You will need to have your 16-Digit Control Number included on your Notice or proxy card (if you received a printed copy of the proxy materials) to participate in the Annual Meeting. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement:

1) To elect twelve directors nominated by the Company's Board of Directors (the "Board") for a term ending at the 2027 Annual Shareholders' Meeting or such other date as their successors may be elected and qualified;

2) To approve the First Amendment to the 2025 Stock Incentive Plan to add non-employee directors to the class of eligible participants;

3) To approve, by nonbinding vote, the compensation of the named executive officers as disclosed in these materials;

4) To ratify the selection of Baker Tilly US LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and

5) To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Shareholders owning the Company's shares of common stock at the close of business on March 31, 2026 are entitled to receive notice of and to vote online during the Annual Meeting or any adjournment or postponement of that meeting.

The Board recommends that shareholders vote "FOR" the slate of nominees to the Board outlined in this proxy statement; "FOR" approval of the First Amendment to the 2025 Stock Incentive Plan to add non-employee directors to the class of eligible participants; "FOR" the approval of the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in this proxy statement; and "FOR" the ratification of Baker Tilly US LLP as the Company’s independent registered public accounting firm for the fiscal year 2026.

By order of the Board of Directors,

/s/ Hailey J Imlach

Hailey J Imlach

Corporate Secretary

April 14, 2026

Whether or not you plan to attend the Annual Meeting online, please complete, sign and date the enclosed form of proxy and mail it promptly in the enclosed return envelope, which requires no postage if mailed in the United States. Alternatively, you may vote using the Internet by following the instructions described in the enclosed proxy statement. Your vote is important to us. If you participate in the Annual Meeting online, you may vote your shares online if you wish to do so even if you have previously sent in your proxy.

TABLE OF CONTENTS



Solicitation, Voting, and Revocability of Proxies			1

Q & A about Voting and the Annual Shareholder’s Meeting			2

Proposal 1: Election of Directors			6

Executive Officers			19

Compensation Discussion and Analysis			20

Executive Compensation			27

Director Compensation			46



Interest of Management in Certain Transactions			47

Security Ownership of Certain Beneficial Owners and Management			48

Relationship with the Independent Registered Public Accounting Firm			49

Committee Reports			50

Proposal 2: Approval of the First Amendment to the 2025 Stock Incentive Plan to Add Non-Employee Directors to the Class of Eligible Participants			52

Proposal 3: Advisory Vote on Executive Compensation			56



Proposal 4: Ratification of the Independent Registered Public Accounting Firm			57

Information Concerning Shareholder Proposals			58

Householding			58

2025 Report to Shareholders and Annual Report on Form 10-K			59

Other Matters			59

Exhibit A: Audit Committee Charter			60

Exhibit B: Compensation Committee Charter			63

Exhibit C: Governance and Nominating Committee Charter			65

Exhibit D: First Amendment to the Northrim BanCorp, Inc. 2025 Stock Incentive Plan and Northrim BanCorp, Inc. 2025 Stock Incentive Plan			67

NORTHRIM BANCORP, INC.

3111 C Street

Anchorage, Alaska 99503

PROXY STATEMENT

The Board is soliciting proxies for this year’s Annual Meeting. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

The Board set March 31, 2026, as the record date for the Annual Meeting. Shareholders who owned the Company’s common stock on that date are entitled to vote online during the Annual Meeting, with each share entitled to one vote. There were 22,239,676 shares of the Company's common stock outstanding as of the record date.

Voting materials, which include this proxy statement dated April 14, 2026, a proxy card, the 2025 Annual Report and the Company’s Annual Report on Form 10-K, are first being mailed to shareholders on or about April 14, 2026, unless the shareholder has elected electronic delivery. If the shareholder has elected electronic delivery, we have provided a notice of Internet availability of proxy materials which contains instructions on how to access proxy materials via the Internet or how to request a printed set of proxy materials. Additionally, this Proxy Statement, the 2025 Annual Report and the Company's Annual Report on Form 10-K are available at www.northrim.com by clicking the "Investor Relations" link. In accordance with Securities and Exchange Commission rules, our proxy materials posted on both our website and the website described below do not contain any cookies or other tracking features.

INTERNET AVAILABILITY OF PROXY MATERIALS

*****IMPORTANT NOTICE*****

Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting

To be Held Online at www.virtualshareholdermeeting.com/NRIM2026 on May 28, 2026

Securities and Exchange Commission rules allow us to furnish proxy materials to our shareholders over the internet.

The Proxy Statement and Annual Report to Shareholders are available at

www.proxyvote.com

QUESTIONS AND ANSWERS ABOUT VOTING AND THE ANNUAL SHAREHOLDERS’ MEETING

______________________________________________________________________________________________________

Why is the Annual Meeting being held online?

As permitted by the Company’s Bylaws, as amended (the "Bylaws"), we will utilize the virtual meeting format for the Annual Meeting in order to facilitate and increase shareholder attendance and participation by enabling shareholders to participate fully and equally from any location around the world, at no cost. We believe that the use of the virtual annual meeting format is the right choice for the Company under the circumstances, as it not only brings cost savings to the Company and our shareholders, but also increases our ability to engage with all shareholders, regardless of their size, resources, or physical location. We view the virtual meeting format as consistent with our commitment to shareholder engagement as one of our tools by which to further reach our shareholder base. A virtual meeting is also environmentally friendly and in line with our commitment to sustainable business practices.

We remain sensitive to concerns regarding virtual meetings generally from investor advisory groups and other shareholder rights advocates who have voiced concerns that virtual meetings may diminish shareholder voice or reduce accountability. Our Bylaws provide that our annual meetings may be held virtually, by means of remote communication, and our virtual shareholder meeting guidelines provide that (i) we implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting is a shareholder or proxy holder, (ii) we implement reasonable measures to provide shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) we maintain a record of any votes or other action taken by shareholders or proxy holders at the meeting. Accordingly, the procedures for our virtual meeting format comply with these requirements, and in fact, we believe that our format enhances, rather than constrains, shareholder access, participation and communication. For example, the online format allows shareholders to communicate with us during the meeting so they can ask appropriate questions of our Board or management in accordance with the rules of conduct for the meeting. A further description regarding this process can be found under “Questions and Answers About Voting and the Annual Shareholders’ Meeting - How Do I Attend and Participate in the Annual Meeting.” During the live Q&A session of the meeting, we will answer questions as they come in, as time permits.

See “Questions and Answers About Voting and the Annual Shareholders’ Meeting - How Do I Attend and Participate in the Annual Meeting” in this proxy statement for more information regarding this year’s virtual Annual Meeting. In addition, information regarding the ability of shareholders to ask questions during the Annual Meeting, related rules of conduct at the Annual Meeting, and procedures for posting appropriate questions received during the Annual Meeting, will be available on our website at www.northrim.com under "Investor Relations." Similarly, matters addressing technical and logistical issues, including technical support during the Annual Meeting and related to accessing the Annual Meeting’s virtual meeting platform, will be available at www.virtualshareholdermeeting.com/NRIM2026.

Why am I receiving this proxy statement and proxy card?

You are receiving this proxy statement and proxy card because you own shares of the Company’s common stock. This proxy statement describes matters on which we would like you to vote at the Annual Meeting.

When you sign the proxy card, you appoint the persons named in the proxy, Messrs. Michael G. Huston and Jed W. Ballard, as your representatives at the Annual Meeting, and those persons will vote your shares at the Annual Meeting as you have instructed on the proxy card. This way, your shares will be voted even if you cannot attend the Annual Meeting online.

Who is soliciting my proxy, and who is paying the cost of solicitation?

The enclosed proxy is solicited by and on behalf of the Board, and the Company will bear the costs of solicitation. Certain directors, officers, and employees of the Company and/or its subsidiary, Northrim Bank (the "Bank"), may solicit proxies by telephone, facsimile, the Internet, and personal contact.

The Company does not expect to pay any compensation to employees, officers, or directors for soliciting proxies, but will reimburse brokers, nominees, and similar record holders for reasonable expenses in mailing proxy materials to beneficial owners of the Company’s common stock.

How do I attend and participate in the Annual Meeting?

Our completely virtual Annual Meeting will be conducted on the internet via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NRIM2026. You also will be able to vote your shares online during the Annual Meeting.

All shareholders of record as of March 31, 2026, or their duly appointed proxies, may participate in the Annual Meeting. To participate in the Annual Meeting, you will need the 16-Digit Control Number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting webcast will begin promptly at 9:00 A.M. Alaska Daylight Time. We encourage you to access the meeting prior to the start time. Online access will begin at 8:45 A.M. Alaska Daylight Time.

The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plugins. Participants should ensure that they have a robust internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

If you choose to vote your shares online during the Annual Meeting, please follow the instructions provided on the Notice to log in to www.virtualshareholdermeeting.com/NRIM2026. You will need the 16-Digit Control Number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

Even if you plan to participate in the Annual Meeting, the Company strongly recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. Voting promptly will save us the expense of further requests for proxies in order to ensure a quorum at the Annual Meeting.

Shareholders may submit questions during the Annual Meeting. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/NRIM2026, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding matters irrelevant to the Company’s business, material non-public information, related to threatened or ongoing litigation, repetitious statements, or personal matters, are not pertinent to meeting matters and therefore will not be answered during the Annual Meeting.

What if I experience technical difficulties with attending the virtual Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page.

What am I voting on, and what vote is required for approval?

At the Annual Meeting, you will be asked to vote on:

● the election of twelve directors to serve on the Board until the 2027 Annual Shareholders' Meeting or until their successors have been elected and have qualified ("Proposal 1");

● approval of the First Amendment to the the Northrim BanCorp 2025 Stock Incentive Plan to add non-employee directors to the class of eligible participants ("Proposal 2");

● a non-binding advisory vote on the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in this proxy statement ("Proposal 3"); and,

● the ratification of Baker Tilly US LLP as the Company’s independent registered public accounting firm for fiscal year 2026 ("Proposal 4").

All proposals will require the affirmative vote of a majority of the Company's shareholders online or represented by a duly executed proxy at the Annual Meeting.

Who is entitled to vote?

Only shareholders who owned the Company’s common stock as of the close of business on the record date, March 31, 2026, are entitled to receive notice of the Annual Meeting and to vote the shares that they held on that date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. Shares may be voted online or by submitting an executed proxy card to the Company.

How do I vote, and how are the votes counted?

Registered shareholders may vote online during the Annual Meeting, on the Internet, or by mail.

● Voting Online during the Annual Meeting. If you attend the Annual Meeting online, you may vote as instructed at the Annual Meeting. However, if you hold your shares in street name (that is, through a broker/dealer or other nominee), you will need to have with you during the Annual Meeting a proxy delivered to you by such nominee reflecting your share ownership as of the record date and your 16-Digit Control Number.

● Voting on the Internet. Go to www.proxyvote.com and follow the instructions. You will need your proxy when you access the website.

● Voting by Mail. Complete, date, sign, and mail the proxy in the enclosed postage pre-paid envelope. If you mark your voting instructions on the proxy, your shares will be voted at the Annual Meeting as you instruct. Please see the proxy for voting instructions.

If you own your shares through a brokerage account or in other nominee form, you should follow the instructions you receive from the record holder to see which voting methods are available. If your shares are registered in your own name and you attend the Annual Meeting online, you may vote online during the Annual Meeting, prior to the vote being closed. "Street name" shareholders, that is, those shareholders whose shares are held in the name of and through a broker or other nominee, who wish to vote online during the Annual Meeting will need to obtain a proxy from the broker or nominee that holds their shares. Your broker or nominee will generally provide you with the appropriate forms at the time you receive this proxy statement, including your 16-Digit Control Number. If you own your shares through a broker or other nominee, you cannot vote online during the Annual Meeting unless you receive a proxy card, including a 16-Digit Control Number, from the broker or nominee.

Each shareholder will be entitled to one vote for each share of common stock held of record by the shareholder on the record date, March 31, 2026. With regard to the election of directors, you may cast your vote in favor of some or all of the nominees, or you may withhold your vote for any nominee in the election of directors. Withheld votes will be excluded entirely from the vote and will have no effect on the outcome. On other proposals, you can "abstain." If you abstain, your shares will be counted as present at the Annual Meeting for purposes of that proposal and your abstention will have the effect of a vote against the proposal. Shareholders may not cumulate their votes for the election of directors, i.e. it is not permitted to vote your shares twelve times for a single director.

If your shares are held in street name, the broker or nominee is permitted to exercise voting discretion under certain circumstances. At the Annual Meeting, if the broker or nominee is not given specific voting instructions, the shares may not be voted on Proposal 1, Proposal 2, or Proposal 3 by the broker or nominee in their own discretion, and the votes will be "broker non-votes," which will have the effect of excluding your vote from the tallies. However, in these cases, and in cases where the shareholder abstains from voting on a matter, those shares will be counted for determining whether a quorum is present. We expect that brokers or nominees will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions with respect to Proposal 4 to ratify the Company’s selected independent registered public accounting firm, but abstentions will have the effect of a vote against the Proposal 4.

If your shares are held of record in your own name and you do not vote, your shares will not be voted.

What does it mean if I receive more than one proxy card?

It means that you hold shares in multiple accounts. Please complete and return all proxies (either by mail or over the Internet) to ensure that your shares are all voted in accordance with your instructions.

Can I change my vote after I return my proxy card?

Yes. If the enclosed proxy is duly executed and received in time for the Annual Meeting, the persons named in the proxy will vote the shares represented by the proxy "FOR" the twelve director nominees listed in the proxy statement, "FOR" the approval of the Company's First Amendment to the 2025 Stock Incentive Plan to add non-employee directors to the class of eligible participants, "FOR" the approval of the compensation of the named executive officers, and "FOR" the ratification of the Company’s independent registered public accounting firm. If you grant a proxy, you may revoke it at any time before its exercise by submitting a second proxy with a subsequent date either over the Internet or by mail to the attention of the Corporate Secretary at P.O. Box 241489, Anchorage, AK 99524-1489 or by announcing your revocation to the Corporate Secretary online during the Annual Meeting prior to the taking of a shareholder vote. The shares represented by properly executed proxies that are not revoked will be voted in accordance with the specifications in such proxies.

Can I vote on other matters or submit a proposal to be considered at the Annual Meeting?

The Company has not received timely notice of any shareholder proposals to be considered at the Annual Meeting, and shareholders may submit matters for a vote only in accordance with the Bylaws. The Board does not presently know of any other matters to be brought before the Annual Meeting.

For shareholders seeking to include proposals in the proxy materials for the 2027 Annual Shareholders' Meeting, including nominations for director candidates, the proposing shareholder or shareholders must comply with our Bylaws, all applicable regulations, including Rule 14a-8 and Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the proposals must be received by the Corporate Secretary of the Company on or before January 29, 2027. Upon receipt of such proposal, the Company will determine whether to include the proposal in its proxy materials for the 2027 Annual Shareholders' Meeting in accordance with the Bylaws and applicable law. Shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees under Rule 14a-19 of the 1934 Act must comply with the requirements of the Company's Bylaws, including providing the notice required under Rule 14a-19 by January 29, 2027 and complying with the requirements of Rule 14a-19 and Section 2.2 of the Company's Bylaws. The Company will disregard any proxies solicited for a shareholder's director nominees if such shareholder fails to comply with such requirements. Shareholder proposals should be sent to the attention of the Corporate Secretary, Northrim BanCorp, Inc., P.O. Box 241489, Anchorage, AK 99524-1489. A further description regarding this process can be found under "Information Concerning Shareholder Proposals and Director Nominations."

How many votes are needed to hold the Annual Meeting?

A majority of the Company’s outstanding shares as of the record date (a quorum) must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. Shares are counted as present at the Annual Meeting if a shareholder is online and votes online during the Annual Meeting or has properly submitted an executed proxy card either over the Internet or by mail. Broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting. As of March 31, 2026, the record date for the Annual Meeting, 22,239,676 shares of the Company’s common stock were outstanding and eligible to vote.

How many shares are owned by the Directors and Executive Officers?

All directors and named executive officers of the Company as a group (comprised of 16 individuals) beneficially held 536,875 shares of the Company's common stock as of March 31, 2026, representing approximately 2.4% of the outstanding common stock of the Company.

Where and when will I be able to find the results of the voting?

The results of the voting will be announced at the Annual Meeting. Final results will be disclosed in the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission within four business days after the conclusion of the Annual Meeting.

How do I communicate with Directors?

The Board provides a process for shareholders to send communications to the Board or any of the individual directors. Shareholders may send communications to the Board or any of the directors at c/o Corporate Secretary, Northrim BanCorp, Inc., P.O. Box 241489, Anchorage, AK 99524-1489. All communications will be compiled by the Corporate Secretary of the Company and submitted to the Board or the individual directors on a periodic basis.

PROPOSAL 1: ELECTION OF DIRECTORS

______________________________________________________________________________________________________

General Information

How many directors are nominated?

The Company’s Articles of Incorporation provide that the Board will consist of not less than five nor more than twenty-five directors. Currently, the Board consists of twelve directors, and the Board has set the number of directors to be elected at the Annual Meeting at twelve.

Who are the nominees?

The Board has nominated the individuals listed on the following pages for election as directors for a one year term expiring at the 2027 Annual Shareholders' Meeting or until their successors have been elected and qualified. If any nominee declines or becomes unable to serve as a director before the Annual Meeting, the Board will select a replacement nominee, and your proxies will be voted for that replacement nominee. The Board presently has no knowledge that any nominee will decline or be unable to serve.

It is the Company’s policy to encourage director nominees up for election at the Annual Meeting to attend the Annual Meeting. All directors up for election at the Annual Meeting attended the 2025 Annual Shareholders’ Meeting.

Information about the Nominees

The following table provides certain information about the nominees for director, including age, principal occupation(s), and public company directorships held during the past five years, and year first elected a director of the Company. All of the nominees are presently directors of the Company and the Bank. There are no family relationships among any of our current directors, director nominees, or executive officers. All of the nominees, with the exception of Mr. Huston are deemed by the Board to be independent within the meaning of currently applicable rules of the Securities and Exchange Commission and the Nasdaq Global Select Market listing requirements.


Name/Age	Occupation of Nominee During Past Five Years
Anthony J. Drabek, 78 Director Since: 1991	Since 2019	Director, Koniag, Inc., an Alaska Native Corporation
	1989 to 2010	President and Chief Executive Officer, Natives of Kodiak, Inc., an Alaska Native Corporation
	2001 to 2010	President, Koncor Forest Products Co.

Karl L. Hanneman, 68 Director Since: 2014	Since 2018	Director, International Tower Hill Mines, Ltd. (A development stage mining company.)
	Since 2017	Chief Executive Officer, International Tower Hill Mines, Ltd.
	2020 to 2025	Director, Gatos Silver, Inc.
	2018 to 2020	Director, Sunshine Silver Mining & Refining Corp.
	2015 to 2017	Alaska Chief Operating Officer, International Tower Hill Mines, Ltd.
	2010 to 2015	Alaska General Manager, International Tower Hill Mines, Ltd.
	2010 to 2020	Director, Fairbanks Chamber of Commerce
	Since 2011	Director, Usibelli Coal Mine, Inc.
	Since 1997	Director, Alaska Mining Hall of Fame
	Since 1998	Director, Resource Development Council

Shauna Z. Hegna, 48 Director Since: 2024	Since 2017	President, Koniag, Inc., an Alaska Native Corporation
	2014-2016	Chief Administration Officer, Alaska Native Tribal Health Consortium
	2010-2014	Vice President Shareholder Services, Afognak Native Corporation
	Since 2024	Director, University of Alaska Foundation
	Since 2022	Chair, Housing Alaskans Trust
	Since 2018	Director, Koniag Government Services, LLC


Name/Age	Occupation of Nominee During Past Five Years
	Since 2017	Chair, ANCSA Regional Association
	Since 2016	Vice Chair, Alutiiq Heritage Foundation (d.b.a Aluttiq Museum)
	Since 2012	Chair, RurAL CAP Foundation
	Since 2009	Director, Rural Energy Enterprises

Michael G. Huston, 58 Director Since: 2024	Since January 2026	Chair, the Company and the Bank
	Since 2026	Member, Federal Reserve Bank of San Francisco Community Deposit Institutions Advisory Council
	Since April 2024	President, Chief Executive Officer and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank.
	Since 2022	President of the Bank
	Since 2023	Vice Chair of Board, Housing Alaskans, A Public Private Partnership (HAPPP)
	Since 2017	Executive Committee, Anchorage Economic Development Corporation
	2017 to 2022	Executive Vice President, Chief Lending Officer of the Bank
	2012 to 2015	Executive Vice President, Chief Banking Officer, First Interstate Bank

David W. Karp, 59 Director Since: 2015	Since 2022	Chairman, Community Advisory Board, Alaska Communications Systems Group, Inc.
	Since 2020	Director, Resource Development Council
	Since 2020	Board Member, KEEP Alaska Competitive
	Since 2020	Board Member, Anchorage Economic Development Corp.
	Since 2019	Senior Vice President & Managing Director, Alaska, Saltchuk
	Since 2019	Board Member, Alaska Resource Education
	2018 to 2021	Chairman, Alaska Communications Systems Group, Inc.
	2011 to 2021	Board Member, Alaska Communications Systems Group, Inc. (A publicly traded company during some of that period.)
	2011 to 2018	President and Chief Executive Officer, Northern Aviation Services, Inc.
	2007 to 2018	President and Chief Executive Officer, Northern Air Cargo, Inc.

Joseph P. Marushack, 67 Director Since: 2021	2023 to Present	Director, McDermott International, LLC
	2015 to 2022	Board Member, Yellowstone Forever
	2015 to 2021	President, ConocoPhillips Alaska
	2012 to 2015	President, ConocoPhillips Asia, Pacific and Middle East
	2010 to 2012	President, ConocoPhillips Canada

David J. McCambridge, 70 Director Since: 2011	1999 to 2020	President and Director, Alaska Kidney Foundation
	1978 to 2010	Audit Partner, KPMG LLP
	1985 to 2015	Treasurer and Director, The Tanaka Foundation
	1993 to 2012	Director, Great Alaska Council, Boy Scouts of America

Krystal M. Nelson, 53 Director Since: 2015	Since 2014	Chief Operating Officer, and Executive Vice President, Bering Straits Native Corporation, an Alaska Native Corporation
	Since 2023	Board Member, Resource Development Council
	2022 to 2025	Board Member, Covenant House Alaska
	2014 to 2017	Trustee, Pacific Northern Academy Board
	2007 to 2014	Vice President and Chief Operating Officer, Ahtna Engineering Services


Name/Age	Occupation of Nominee During Past Five Years

Marilyn F. Romano, 65 Director Since: 2023	Since 2011	Regional Vice President, Alaska Airlines
	2000-2011	Vice President/Publisher, Fairbanks Daily News-Miner
	Since 2022	Board Member, Covenant House Alaska
	Since 2015	Vice Chair, Governor's Aviation Advisory Board
	Since 2011	President, Alaska Airlines Foundation
	2012-2021	Trustee, University of Alaska
	2012-2021	Board Member, Anchorage Economic Development Corporation

Aaron M. Schutt, 53 Director Since: 2018	Since 2011	President and Chief Executive Officer, Doyon Limited, an Alaska Native Corporation
	Since 2018	Chair, Akeela, Inc.
	Since 2018	Chair, ANCSA Regional Association
	Since 2021	Member, University of Alaska Fairbanks Advisory Board
	2012 to 2019	Director and Vice President, Alaska Native Heritage Center
	Since 2011	Director, ANCSA Regional Association
	2008 to 2011	Chief Operating Officer, Doyon Limited
	Since 2007	Board of Managers, Doyon Utilities, LLC
	2006 to 2011	Senior Vice President, Doyon Limited
	Since 2001	Director, Akeela, Inc.

John C. Swalling, 76 Director Since: 2002	Since 2018	Director and Treasurer, Ted Stevens Foundation
	Since 2006	Officer and Director, Civic Ventures
	Since 1991	Officer and Director, Alaska Pacific University Foundation
	Since 1992	Officer and Director, Anchorage Museum Foundation
	Since 1986	Director and Past Chair, Visit Anchorage
	1991 to 2019	President and Director, Swalling & Associates PC
	1974 to 2019	Member, American Institute of CPAs
	1974 to 2019	Member and past-President, Alaska Society of CPAs
	1994 to 2017	Director and Past Chair, DFK International (USA)
	1985 to 2020	Board Member (and former Chair), Providence St. Joseph Health Alaska Community Ministry Board

Linda C. Thomas, 71 Director Since: 2014	Since 2024	Vice President/Treasurer, Alaskan Brewing & Bottling Co.
	Since 2021	Board Member, League of Women Voters
	2016-2024	Chief Executive Officer, Alaskan Brewing & Bottling Co.
	1996 to 2016	Chief Operations Officer, Alaskan Brewing & Bottling Co.
	2002 to 2019	Member and former President, Juneau Chamber of Commerce
	2007 to 2018	Director, Bartlett Regional Hospital
	2010 to 2014	Director and Vice-Chair, Alaska Pacific Bancshares (Acquired by the Company in 2014)

Board Composition: The following Diversity Matrix provides a high-level overview of certain personal characteristics and backgrounds of the director nominees.


Board Diversity Matrix
Number of Directors	12
	Female	Male
Part I: Gender Identity
Directors	4	8
Part II: Demographic Background
African American or Black	—	—
Alaskan Native or Native American	1	2
Asian	—	—
Hispanic or Latinx	—	—
Native Hawaiian or Pacific Islander	—	—
White	3	6
Two or More Races or Ethnicities	—	—
LGBTQ+	—	—
Did Not Disclose Demographic Background	—	—

Director Qualifications and Experience: The following table identifies the experience, qualifications, attributes, and skills that the Board considered in making its decision to appoint and nominate directors to our Board. The nominees' breadth and diversity of experience, mix of qualifications, attributes and skills strengthen our Board's effective oversight of the Company's business. While our longer tenured directors bring a wealth of experience and deep understanding of the business and local community in which we operate, we recognize the need for fresh perspectives, have consistently added new directors, and are committed to continued Board and Board committee diversity and refreshment. This information supplements the biographical information provided above.

Specific skills/knowledge:

Professional standing in chosen field

Expertise in financial services or related industry

Community involvement

Other Board experience

Other public company experience

Accounting

Legal

Business management

Anthony J. Drabek

Karl L. Hanneman

Shauna Z. Hegna

Michael G. Huston

David W. Karp

David J. McCambridge

Joseph P. Marushack

Krystal M. Nelson

Marilyn F. Romano

Aaron M. Schutt

John C. Swalling

Linda C. Thomas

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THESE NOMINEES.

Shareholder Nominations for 2026 Annual Shareholders’ Meeting

In accordance with the Bylaws, shareholder nominations for the 2026 Annual Meeting may be made (i) by, or at the direction of, a majority of the Board or (ii) by any shareholder entitled to vote online during the Annual Meeting, provided that such shareholder has complied with the notice procedures set forth in the Bylaws and with the requirements of the 1934 Act

(including Rule 14a-19 and any Securities and Exchange Commission staff interpretations thereunder). Only persons nominated in accordance with the procedures set forth in the Bylaws shall be eligible for election as directors at the Annual Meeting. Nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Corporate Secretary of the Company as set forth in the Bylaws. To be timely, a shareholder's notice shall be delivered to, or mailed and received at, the principal office of the Company not later than one-hundred-twenty days prior to the anniversary date of the immediately preceding annual meeting of shareholders of the Company.

Such shareholder’s notice shall set forth the information required in Section 2.2 of the Bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to: (i) the proposing shareholder's timely written notice; (ii) such other information regarding the proposing shareholder, each nominee proposed by such shareholder and any other person as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, or is otherwise required under Regulation 14A; (iii) the consent of each nominee to serve as a director of the Company if so elected; and (iv) a written questionnaire with respect to the background and qualifications of the nominee, completed and executed by the nominee, in the form required by the Company (which form the proposing shareholder shall request in writing from the Corporate Secretary prior to submitting notice and which the Corporate Secretary shall provide to the proposing shareholder within ten days after receiving such request). The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. With respect to solicitations under Rule 14a-19, reasonable evidence, including shareholder’s certification, that it has met the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3). If any proposing shareholder making a solicitation under Rule 14a-19 subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) the nomination of each such proposed nominee shall be disregarded, notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Company (which proxies and votes shall be disregarded).

The Board may reject any nomination by a shareholder not timely made in accordance with the requirements of the Bylaws and the requirements of the federal securities laws, regulations and rules, including Rule 14a-19, and each nominee must also meet all additional qualifications for directors which may be adopted from time to time by the Board or the shareholders or as set forth in the Governance and Nominating Committee Charter.

Information Regarding the Board of Directors and Its Committees

The Board has determined that all nominees other than Mr. Huston are independent within the meaning of currently applicable rules of the Securities and Exchange Commission and the Nasdaq Global Select Market listing requirements. The Company Board of Directors met eight times during 2025 and the Bank Board of Directors met six times during 2025, including a special meeting for Board specific training and other Company business. The Board has adopted certain standing committees, including an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. During 2025, all directors attended at least seventy-five percent (75%) of the total meetings of the Board and committee meetings that they were each required to attend.

The Board has designated one of its independent members as an independent lead director. Mr. John C. Swalling currently serves as the Company’s independent lead director. The independent lead director’s primary responsibilities are to preside over executive sessions of non-management directors; to conduct annual interviews with all directors regarding each director’s own self-assessment of their contribution to the Board prior to nominations for election at the Annual Meeting; and, to recommend to the Governance and Nominating Committee, in consultation with the Chair of the Board, proposed committee assignments and chairmanships. The Board believes that our leadership structure of combining the Chair and Chief Executive Officer roles in 2026 along with a governance structure that includes an independent lead director, plus the exercise of key board oversight responsibilities by independent directors, is appropriate for the Company at this time. The Board believes that Mr. Huston's leadership role in developing the strategic vision of the Company, extensive knowledge of all aspects of the Company's business, risks, shareholder base, employees and customers, and his intimate involvement in the Company's day-to-day activities uniquely qualify him to serve as Chair of the Board. The Board believes that the fact that all of the directors on the Board are independent, other than Mr. Huston, coupled with a strong independent lead director in Mr. Swalling, enables the Board to continue to effectively provide guidance to, and oversight and accountability of, management.

Risk Oversight

The Company and the Bank have in place policies and procedures to manage risks that could affect their operational and strategic position as a profitable, safe and sound financial institution. The Bank’s Internal Audit Department provides written results of internal and out-sourced audits, including review of the credit quality of the loan portfolio, directly to the Audit Committee and management. The Audit Committee, which is made up entirely of directors deemed independent of the

Company by the Board, reviews, and reports to the Board on the results of these audits. The Audit Committee also reports to the Board on any deficiencies identified, as well as any steps deemed necessary to resolve and mitigate risk. An officer, appointed by the Board, serves as the Bank’s risk manager and is responsible for monitoring and maintaining the Bank’s company-wide contingency plan. This contingency plan addresses and provides guidelines for the restoration of business in the event of man-made and natural disruptive events.

The Company monitors its interest rate risk through a review of its sensitivity to upward and downward movements of interest rates and their impact on the Company’s interest-earning assets, interest-bearing liabilities, and the net interest margin. The Company monitors concentrations and economic trends in the communities it serves and in the global economy in order to respond to issues that could affect the economic climate in which it operates. The Company's management reports its analysis of these areas to the Bank’s Board of Directors on a periodic basis.

It is management’s policy to discuss a detailed analysis of any proposed major project with the Board. This analysis generally includes management’s reasons for the proposal, results of due diligence analysis, potential risks, costs, and the estimated period for implementation of the project, and the Bank's Compliance Department and Operations and Technology Committee's recommendations prior to seeking the Board’s approval.

From time to time, the Company provides director education and discussion as to bank directorship issues, the management of risk, miscellaneous timely topics affecting the Company, as well as future corporate governance matters by receiving periodic briefings from senior management of the Company, legal counsel, auditors and other consultants. In addition, the Company periodically engages the services of experienced consultants to facilitate more formal director education matters, strategic planning, and other topics affecting the Company.

Cybersecurity and Information Security Risk Oversight

Management of cybersecurity risk is the responsibility of the full Board, with additional assistance from the Audit Committee. The Board also devotes significant time and attention to the oversight of cybersecurity and information security risk and receives an operational risk update that includes a review of cybersecurity and information security risk. As part of its oversight of cybersecurity and informational security risk, on an annual basis, our Board reviews its Information Security Policy with its appointed Information Security Officer and frequently receives presentations on and discusses cybersecurity and information security risks, industry trends and best practices from our Chief Information Officer and our Information Security Officer.

The Company continuously monitors its information systems to proactively assess, identify, and manage risks from vulnerabilities and assess cybersecurity threats, including emergent threats from the widespread adoption of artificial intelligence.. The Company’s process for identifying and assessing material risks from cybersecurity threats operates alongside the Company’s broader overall risk assessment process. Senior management meets regularly with the Company’s risk-management team and internal and external auditors to evaluate the effectiveness of the Company’s systems, controls, and management processes with respect to cybersecurity risks. The results of key assessments are reported in summary to the Board periodically. To minimize the risks and vulnerabilities from the use of third-party service providers, a vendor management policy is in place, which is approved by the Board annually. The vendor management policy calls for the evaluation of risk for each vendor based upon an assessment of the degree to which their relationship could expose the Company to risk in relation to the Company’s reliance on the vendor’s promise to perform and to protect customer privacy and based on the vendor’s fiscal strength.

The Company provides mandatory initial training and annual training thereafter for personnel regarding security awareness as a means to equip the Company’s personnel with the understanding of how to properly use and protect the computing resources entrusted to them, and to communicate the Company’s information security policies, standards, processes and practices. The Company also provides training on the responsible and approved use of artificial intelligence technologies, including expectations related to data protection, confidentiality, and appropriate use within Company systems and processes. We also work to educate our customers about the importance and understanding of their role in protecting their identities and the privacy of their information. We consider customer education regarding the use of electronic convenience products to be especially important due to the Bank’s increased exposure to loss related to these products if procedures are not followed.

Audit Committee

The primary functions of the Audit Committee, which met five times in 2025, include reviewing and approving the services of the independent registered public accounting firm; reviewing the Company’s financial statements; review of the Company's processes and procedures in place for maintaining the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX") as evaluated by the Company’s internal audit manager, internal SOX Committee, and the Company's

independent registered public accounting firm, reviewing the plan, scope, and audit results of the internal and external auditors; reviewing the reports of regulatory authorities; reviewing controls related to cybersecurity risk disclosures; and, reviewing and overseeing the Company's external reporting on environmental, social and governance related matters. The Board has adopted a written charter for the Audit Committee. A copy of the Audit Committee charter is attached to this proxy statement as Exhibit A. Members of the Audit Committee in 2025 were Mr. David J. McCambridge, Ms. Linda C. Thomas, and Mr. John C. Swalling. Mr. McCambridge was appointed to the Committee in 2011, Ms. Thomas was appointed in 2016, and Mr. Swalling was appointed in 2024. Mr. McCambridge has been the Chair of the Audit Committee since 2017. The Board has determined that each of the members of the Audit Committee are independent directors within the meaning of the Securities and Exchange Commission rules applying to Audit Committee members and the Nasdaq Global Select Market listing standards. The Audit Committee and the Board have also determined that Mr. McCambridge qualifies as an Audit Committee financial expert within the meaning of such rules.

Compensation Committee

The primary functions of the Compensation Committee, which met three times in 2025, are: to review and approve Executive and all Senior Vice President compensation; to select and approve employee benefits and retirement plans; to review and approve the Company’s compensation recovery policy and stock incentive and profit sharing plans; and, to oversee environmental, social and governance matters related to human resource management including review of the effectiveness and continuous improvement of the Company's strategies and practices regarding its human resources management function including total rewards, corporate culture, human capital and talent management, and management succession. The Board has adopted a written charter for the Compensation Committee. A copy of the Compensation Committee charter is attached to this proxy statement as Exhibit B. Compensation Committee members in 2025 were Mr. Karl L. Hanneman, Mr. Anthony J. Drabek, Ms. Krystal M. Nelson, and Ms. Marilyn F. Romano. Mr. Hanneman was appointed to the Compensation Committee in 2014, Mr. Drabek was appointed in 2023, Ms. Nelson was appointed in 2015, and Ms. Romano was appointed in 2024. Ms. Nelson has been the Chair of the Compensation Committee since 2017. All members of the Compensation Committee have been determined by the Board to be independent directors within the meaning of currently applicable rules of the Securities and Exchange Commission and the Nasdaq Global Select Market listing requirements.

Governance and Nominating Committee

The primary functions of the Governance and Nominating Committee, which met four times in 2025, are to evaluate the size, compensation, and composition of the Board; to develop criteria for Board membership; to identify, recruit, interview, and evaluate individuals qualified to become Board members; to evaluate the independence of existing and prospective directors; to review the ethics report from the Internal Audit Department; and, to review the Company's practices that relate to matters of environmental, social and governance framework initiatives. A copy of the Governance and Nominating Committee charter is attached to this proxy statement as Exhibit C. With respect to nomination of director candidates, the Governance and Nominating Committee will consider nominations from the Company’s shareholders using the same criteria as for all other nominations. Shareholder nominations must be made in writing and delivered or mailed to the Corporate Secretary no later than one-hundred-twenty days prior to the anniversary date of the immediately preceding annual meeting of shareholders of the Company. Any nomination not made in accordance with the Bylaws and the requirements of Rule 14a-19 of the 1934 Act may be disregarded at the discretion of the Chair of the Annual Meeting.

Additionally, the Governance and Nominating Committee recommends appointments of directors to the Board’s Committees, reviews and approves the related party nature of all related party transactions, and reviews the adequacy of the Company’s Corporate Governance Guidelines, and the Company’s Code of Conduct and recommends any proposed changes to the Board for approval. Current members of the Governance and Nominating Committee are Mr. David W. Karp, Mr. Joseph P. Marushack, Mr. John C. Swalling, and Ms. Linda C. Thomas. Mr. Karp was appointed to the Governance and Nominating Committee in 2015, Mr. Marushack was appointed in 2022, Mr. Swalling was appointed in 2011, and Ms. Thomas was appointed in 2014. Mr. Swalling has been the Chair of the Governance and Nominating Committee since 2011. All of the members of the Governance and Nominating Committee are considered by the Board to be independent directors within the meaning of currently applicable rules of the Securities and Exchange Commission and the Nasdaq Global Select Market listing requirements.

Director Nomination Criteria

The Governance and Nominating Committee believes that certain criteria should be met by director nominees to ensure effective corporate governance of the Company. Qualified candidates are those who, in the judgment of the Governance and Nominating Committee, possess certain personal attributes, a diversity of ideas and viewpoints, and a sufficient mix of experience and related attributes to assure effective service on the Board. The personal attributes of director nominees that the Governance and Nominating Committee considers include:

● Integrity. Each candidate shall be an individual who has demonstrated integrity, honesty, fairness, responsibility, good judgment, and ethics in his or her personal and professional life and has established a record of professional accomplishment in his or her chosen field.

● Leadership. Each candidate should be or have been in a generally recognized position of leadership in the candidate’s field of endeavors.

● Independence. No candidate, or family member (as defined in Nasdaq Global Select Market listing rules) or affiliate or associate (as defined in federal securities laws) of a candidate, shall have any material personal, financial or professional interest in any present or potential competitor of the Company.

● Active Participation. Each candidate must be prepared to participate fully in Board activities, attendance at, and active participation in, meetings of the Board and the committee(s) of which they are a member, and not have other personal or professional commitments that would, in the Governance and Nominating Committee's sole judgment, interfere with or limit their ability to do so.

● Best Interests of All Shareholders. Each candidate must be prepared to represent the best interests of all the Company’s shareholders and be willing to state their independent opinions in a constructive manner.

● Collegiality. Each candidate should be able to work well with other directors and executives of the Company.

● Diversity. Each candidate's background, qualifications and personal characteristics and the candidate's impact on the diversity of the Board's composition in terms of age, skills, gender, race and other factors relevant to the Company's business.

The Governance and Nominating Committee will consider and evaluate all candidates identified through the processes described above, including incumbents and candidates proposed by the Company’s shareholders. After consideration, the Governance and Nominating Committee will finalize its list of recommended candidates for the Board's consideration. Candidates who are then approved by the Board are included in the recommended slate of director nominees in the Company's proxy statement.

Director Experience, Tenure, Diversity and Refreshment

The Board maintains a unique balance of experience, tenure, diversity, cultural and local market knowledge and broad subject matter expertise. While our longer-tenured directors carry a wealth of experience and deep understanding of the Company and our industry, the Board embraces the need for fresh perspectives and is committed to continued director refreshment.

The Board's refreshment activities are ongoing. Since 2014, the Board added ten new directors including two in 2024, one in 2023, one in 2021, and one in 2018.


Directors with less than 5 years on the Board	Directors with 5-10 years on the Board	Directors with more than 10 years on the Board
Shauna Z. Hegna	Aaron M. Schutt	Anthony J. Drabek
Michael G. Huston	Joseph P. Marushack	Karl L Hanneman
Marilyn F. Romano		David W. Karp
		David J. McCambridge
		Krystal M. Nelson
		John C. Swalling
		Linda C. Thomas

The Board employs a balanced approach to appointing Board committees. We believe this refreshment strategy results in a membership that maintains new and contemporary perspectives, ideas and approaches.

Board and Committee Evaluations

The Governance and Nominating Committee leads and oversees the annual evaluation of the Board and Board committees, including an annual individual director self-assessment. Additionally, there is a biannual independent third party hosted survey to determine whether the Board and its committees are functioning effectively and are aligned with best practices in corporate governance. The Governance and Nominating Committee establishes the evaluation criteria, oversees the evaluation process, discusses the results with the Board, and implements any changes that emerge from the evaluations that the Board deems appropriate to enhance Board effectiveness.

An independent consultant provides assistance with the design of the online survey instrument and administers the survey on behalf of the Governance and Nominating Committee, thereby assuring anonymity of participant responses through a secure, encrypted website. A written report of total Board data, as well as data for the Board committees, is prepared by the consultant, analyzing the closed-end questions and including the verbatim comments offered by directors at the close of each section of the survey that may provide recommendations for improvement. The report also tracks current data against results from previous surveys, where comparable.

Director Compensation

In 2025, all non-officer directors who did not serve as a committee chair received a $40,000 annual cash retainer. Annual cash retainers of $55,000, $46,000, and $45,000 were paid to the independent lead director and Chair of the Governance and Nominating Committee, the Chair of the Audit Committee, and the Chair of the Compensation Committee, respectively, in 2025. All non-officer directors received an additional $30,000 in cash to be used for the purchase of the Company’s common stock on the open market following the 2025 Annual Shareholders' Meeting. Non-officer directors also receive $850 for each special meeting, strategic planning meeting, or training. Members of the Audit Committee receive $1,000 for each Audit Committee meeting attended and members of the Governance and Nominating, and Compensation Committees receive $850 for each committee meeting attended. For information as to specific amounts paid to each of our directors in 2025, see "Director Compensation" in this proxy statement.

Compensation Committee Interlocks and Insider Participation

The following directors served as members of the Compensation Committee during 2025: Mr. Hanneman, Mr. Drabek, Ms. Nelson, and Ms. Romano. No member of the Compensation Committee was, during the year ended December 31, 2025, an officer, former officer, or employee of the Company or any of its subsidiaries, or had any relationship requiring disclosure by the Company under the Securities and Exchange Commission rules requiring disclosure of certain relationships and related party transactions. No executive officer of the Company served as a member of the compensation committee of another entity in which one of the executive officers of such entity served on the Company's Compensation Committee, the board of directors of another entity in which one of the executive officers of such entity served on the Company’s Compensation Committee, or the compensation committee of another entity in which one of the executive officers of such entity served as a member of the Board during the year ended December 31, 2025.

Code of Conduct

The Company has adopted a Code of Conduct all employees, including executive officers, and all of our non-employee directors. We will furnish a copy of the Code of Conduct to shareholders, at no charge, upon written request to the Corporate Secretary at P.O. Box 241489, Anchorage, AK 99524-1489. The Code of Conduct is also available at https://www.northrim.com/Portals/NorthrimBank/Code.of.Conduct.pdf

The Code of Conduct addresses the professional, honest and ethical conduct required of each employee and director, conflicts of interest, disclosure process, compliance with laws, rules and regulations (including securities trading), corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, and encourages the reporting of any illegal or unethical behavior through robust reporting protocols and whistleblower protections. A waiver of any provision of the Code of Conduct may be made only by the Governance and Nominating Committee and must be promptly disclosed as required by currently applicable rules of the Securities and Exchange Commission and the Nasdaq Global Select Market listing requirements. The Company will disclose any such waivers.

The Company’s management team develops the Company’s strategic direction and oversees its execution, while the Board is charged with providing guidance, insight and oversight as to the strategy, initiatives and management’s performance. As discussed elsewhere in this proxy statement, the Board and management also remain committed to fostering an effective and efficient risk and control environment that includes an emphasis on an ethically driven culture and an ongoing investment in our employees and community.

Insider Trading Policy and Prohibition against Hedging

The Company has adopted an insider trading policy (the “Insider Trading Policy”) that applies to all (i) directors, (ii) executive officers, and (iii) employees and consultants who are exposed to insider information (together, the “Covered Persons”). The Insider Trading Policy prohibits the use of material non-public information obtained by Covered Persons through their involvement with the Company when making decisions to purchase, sell, give away, or otherwise trade in the Company’s securities or to provide such information to others outside the organization. Further, we have established black-out periods to which all Covered Persons are subject, including quarterly black-out periods which commence 14 days before the end of the quarter and continue until the close of the second trading day after quarterly earnings results are disclosed on Form 8-K, Form 10-Q, or Form 10-K. The Company may impose black-out periods from time to time as other types of material non-public information occur or when material non-public events or disclosures are pending. If the Company imposes a special black-out period, the Company will notify Covered Persons accordingly.

Under the terms of the Insider Trading Policy, all Covered Persons are prohibited from engaging in any hedging transaction involving shares of the Company’s securities, such as a put, call, other derivative securities, short sale or short-term trading. Our Covered Persons are also strongly discouraged from pledging any Company securities.

The Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Compensation Recovery Policy

In 2023, the Company adopted a Compensation Recovery Policy. The Compensation Recovery Policy provides that if the Company is required to prepare a qualifying accounting restatement, the Company will, unless an exception applies, recover reasonably promptly the excess amount of erroneously awarded incentive-based compensation, whether cash or equity, provided to a covered executive over the amount that otherwise would have been received by the covered executive had such compensation been determined based on the restated financials, computed without regard to any taxes paid. This policy applies to incentive-based compensation received by a covered executive on or after December 1, 2023.

The Compensation Recovery Policy was filed as Exhibit 97 to our Annual Report on Form 10-K for the year ended December 31, 2023.

Environmental, Social, Governance and Leadership Highlights

The Company is committed to promoting sound environmental, social, governance ("ESG") and effective leadership through strong Board leadership and management oversight of the Company’s processes. Broadly speaking, our senior management team develops the Company’s ESG strategic direction and oversees its execution while the Board, primarily through the Governance and Nominating Committee is charged with providing guidance, insight and oversight as to the strategy, initiatives and management’s performance. In addition, the Company’s Audit Committee and Compensation Committee also play significant oversight roles with respect to the external communications and human resources implementation elements, respectively, of the Company’s overall ESG initiatives.

Environment

Lending in compliance with all applicable environmental laws and regulations: When property is involved in a lending transaction, whether used for a real estate business or as collateral for commercial and industrial lending, Northrim is committed to complying with all applicable environmental laws and regulations. For example, before a lending transaction takes place, the bank receives a property questionnaire regarding current and historical compliance with environmental laws, including groundwater and/or soil contamination, the presence of asbestos, etc. Other inspections or tests may also be performed. The final lending documentation includes an environmental agreement obligating the borrower to comply with all applicable environmental laws and regulations, committing the borrower to cure any violations and notifying Northrim should there be a breach.

Sustainability Master Plan Project: In 2025, Northrim continued to work through the recommendations identified in the previous building recommendation report on its main headquarters building in Anchorage, Alaska (MFC) that encompassed Green Building Modifications. The initial phase of upgrading primary systems such as the boiler, generator and electrical was completed in 2025.

The goal of the Sustainability Master Plan is to address revitalizing the aging infrastructure of our 50 plus-year-old headquarters building. Some of these projects encompass equipment replacement due to age, implementing energy efficiencies and sustainability in the event of a catastrophic natural disaster.

Financing the Clean Energy Transition: Northrim recognizes the risks created by climate change and we are working to be part of the solution. To accelerate the transition to clean energy, we have been actively engaged with the C-PACER program (Commercial Property Assessed Clean Energy & Resilience) in Alaskan communities to drive energy improvements in local communities and create energy jobs. By facilitating the financing of energy improvements and renewable energy in Alaska, we are doing our part in accelerating the clean energy transition while building a greener, stronger community. In Wasilla, C-PACER is administered by the Matanuska-Susitna Borough and provides flexible financing solutions for new, ongoing, or recently completed commercial real estate projects including a new hotel development project that Northrim was involved in. The first new construction C-PACE project in the Matanuska-Susitna Borough, The Home2 Suites by Hilton, a four-story, 107-room hotel will incorporate C-PACER-funded energy efficiency designs to enable the hotel to operate with a reduced carbon footprint and lower operating costs including water conservation and seismic resilience measures.

In 2024, Northrim Bank purchased Green Energy tax credits, which were generated by a solar project located in the lower 48. These tax credits benefit both the owners of the projects that provide green energy and investors of the energy tax credits they generate.

Social

At Northrim, we value all of our 528 employees. We strive to ensure a respectful, diverse, and inclusive environment and experience for all our employees. We support and cultivate an open and respectful environment where everyone can actively contribute, have equal access to opportunities and resources, be themselves, and realize their potential. This is reflected in our policies, which encourage individual values, strengths, and protections to provide gender diversity and equality in the workplace and reinforced through our annual anti-harassment and diversity training. We believe that through these efforts, our relations with our employees are highly satisfactory.The following table details information about employee diversity as of December 31, 2025:


Employee Category	Women		Men		Racial Minority		Disability		Veteran
Full-Time Equivalent	63	%	37	%	35	%	6	%	2	%
Executive and Senior Management	33	%	67	%	7	%	13	%	3	%
Board of Directors	31	%	69	%	23	%	8	%	8	%

We consider a pool of diverse candidates for open positions and internal advancement opportunities and treat all our applicants with the same high level of respect regardless of their gender, ethnicity, religion, national origin, age, marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status. We also actively engage with various social service, educational and government organizations that promote career opportunities.

We do not ask potential candidates about their current or previous compensation during the hiring process, and we incorporate equal and fair pay reviews into every employment compensation decision to address issues related to pay discrimination.

Employee Benefits: Northrim provides for a strong work /life balance, including generous paid time off and paid parental leave for all Northrim Bank and Residential Mortgage employees. Benefit offerings include education reimbursements that match the maximum amount allowed under the IRS limit to encourage our employees’ ongoing education. For those employees who have additional leave needs, Northrim offers an additional voluntary short-term disability plan. Diversification of some of our benefit options now allows employees more choice in the benefits that best meet their needs.

Training: At Northrim, we believe that well-trained and highly motivated employees are better able to understand and fulfill customer needs and preferences, which are key to providing our “Superior Customer First Service”. Our current company-wide employee training program focuses on Northrim’s culture, Superior Customer First Service, general sales skills, and various technical areas related to job function. We also ensure that our employees complete all necessary consumer compliance

trainings. Employees are required to read the Employee Handbook, the Code of Conduct, as well as our Information Technology policies annually. We continue to enhance our employee training annually and celebrated the most recent graduating class of our Management Training Academy in 2025.

Employee Health and Wellness: We understand the importance of prioritizing our employees’ health. We offer a comprehensive benefits plan for our employees that includes medical, dental, vision and prescription drug insurance, preventive healthcare benefits, and employee assistance programs for mental health, among others. Additionally, we assist our employees with setting up ergonomic offices upon request, such as providing a standing desk, to promote employee health and wellness.

We also have developed a robust Wellness Program that includes access to Noom, a platform that helps employees achieve their personal mental and physical health goals. Northrim also sponsors wellness events such as 5K walks/runs, as well as team sporting events to encourage wellness and team building. Additionally, Northrim provides access to The Dome athletic facility and annual State of Alaska Park parking passes to all employees to encourage them to get outside, be healthy and explore nature.

When the Supplemental Nutrition Assistance Program ("SNAP") was impacted during the 2025 government shutdown, Northrim Bank offered a temporary prepaid gift card program to support employees who may have experienced food insecurity during that time. To utilize the program, employees simply needed to attest they were impacted by the SNAP benefit disruption and provide proof of their current SNAP eligibility, such as SNAP benefit approval letter, recent benefit statement or a screenshot or document from the state SNAP portal showing active status.

Northrim matched the employee’s SNAP benefit amount that was impacted by the government shutdown in the form of a prepaid grocery gift card. Two employees were able to utilize this program for a total of $2,905.

Volunteering and Employee Giving: We actively support employees taking part in a variety of community activities, and we provide community volunteer opportunities during work hours. Employees are encouraged to serve in leadership roles with nonprofit organizations and to share their expertise in the community.

In 2025, Bank employees volunteered over 4,000 hours in their local communities. Some of the areas where our employees have supported their community can be found below:

◦Teach Children to Save. Teams of employees help students learn the importance of saving for the future through the American Bankers Association Teach Children to Save program.

◦School-Business Partnership. Employees work closely with neighborhood schools to encourage students to become engaged in their community and school.

◦Financial Literacy Classes. Our financial literacy classes at local nonprofits provide an underserved community with critical lessons in establishing credit, saving, and budgeting.

◦Paint the Town. Employees volunteer to paint the home of an individual or family through the popular annual NeighborWorks' Paint the Town event.

◦United Way. Since the Bank was founded, the Bank and our employees have contributed over $2 million to support United Way. In 2025, employees participated in the annual United Way Campaign and pledged $159,000 in support of local communities throughout Alaska and in Washington State. This total includes direct donations from employees and the Bank’s 50% match for employee gifts to United Way.

Community Giving: As a local, community bank, the Bank takes its commitments to Alaska very seriously and we pride ourselves in taking an active role in building the communities we serve. Improving the economic vitality and quality of life where we do business is in the best interest of our customers, our employees, our company, and our industry. We are committed to sharing our time, talents, and other resources to meet community needs.

We focus our giving so we can make meaningful contributions, measure the results of our contributions, and work more closely with the organizations we support. Our focus areas are:

◦Affordable and workforce housing

◦Community and economic development

◦Programs to strengthen low-income families

◦Health and wellness programs that support healthy communities

◦Higher education through the State of Alaska Education Tax Credit Program

In 2025, the Bank contributed over $1,600,000 to organizations throughout Alaska. Some of these key organizations include United Way, University of Alaska Foundation, Junior Achievement, Alaska Native Heritage Center, Anchorage Economic Development Corporation and the Alaska Community Foundation.

In addition to the bank’s own contribution to Western Alaska communities after the devastating effects of Typhoon Halong, Northrim and other Federal Home Loan Bank of Des Moines ("FHLBDM") member financial institutions, successfully advocated to the FHLBDM Board for a FHLBDM donation of $2 Million to Western Alaska relief efforts, with the funds allocated between the relief funds of both the Alaska Community Foundation and Red Cross of Alaska.

Community Reinvestment Act ("CRA")

We are committed to serving the needs of our entire community, including small businesses and low- and moderate-income areas. This is reflected in our most recent rating completed by the Federal Deposit Insurance Corporation in May 2023, where we received a Satisfactory CRA rating.

To meet the banking needs of Alaskan communities, we opened a branch in Homer, Alaska in 2024. Now with 20 branches and combined with our wholly-owned mortgage brokerage company, Residential Mortgage, 90% of Alaska’s population has an office accessible to their community.

The Bank is proud to offer a new checking account, Easy Banking, to provide a safe, affordable personal banking account to those who lack adequate access to traditional financial services. The goal of this account is to ensure that everyone has access to safe and affordable financial products and services. The Bank On National Account Standards identify 25 critical product features for appropriate bank or credit union accounts, making it easier to connect consumers to accounts that meet their needs. Easy Banking has been officially certified by the Cities for Financial Empowerment Fund as meeting the Bank On National Account Standards for safe and affordable transaction accounts. Northrim is the first and currently the only Alaska-based financial institution to receive this certification.

In response to the 2025 Federal Government Shutdown, Northrim created the Government Employee Pay Disruption loan program to provide short-term relief to federal employees affected by the shutdown and who were temporarily without pay. The program ensured fast access to funds with minimal documentation, with repayment structured around receipt of back pay once government operations resumed. Applicants had to be either an Alaska resident or current Northrim customer with proof of employment with the government. The Bank received 49 applications and closed 36 loans for a total of $187,312.

Affordable, Low Income and Workforce Housing

Accessible housing continues to be a critical need throughout Alaska. Northrim works with nonprofit organizations statewide to support affordable, low income and workforce housing initiatives. Over the past 10 years, the Bank has financed affordable housing projects and related entities totaling 600+ units, both for families and senior residents. In addition to financing these construction loans, Northrim has invested over $30 million as a tax credit equity partner providing an additional source of funding needed to make these projects happen. Northrim’s total investment of approximately $135 million represents a significant contribution to affordable housing within the state.

In 2025, Northrim participated in two Low Income Housing Tax Credit projects. A 24-unit family housing building in Anchorage and a 28-unit initiative for permanent supportive housing for seniors in Ketchikan that are both under construction.

The Bank has developed a unique mortgage debt release program to provide relief assistance for specific mortgage servicing customers that Northrim has acquired. This program is available to any Northrim consumer mortgage borrower from either our in-house or serviced portfolio with the following requirements: borrowers are at least 90 days delinquent and have a documented, permanent hardship and the remaining principal and interest balance does not exceed $2,500. Two customers qualified for the program in 2025 for a total cost of $13,929. These were accumulated fees that had been assessed by the previous financial institution which were waived resulting in time savings for the bank’s credit administration and mortgage servicing staff as well as goodwill to the customers.

Small Business Loan Programs

Small businesses are at the heart of our community and Northrim is committed to serving the needs of Alaska. Access to capital is critical for the recovery and growth of many small businesses.

Northrim continued to lead the State Small Business Credit Initiative ("SSBCI") in Alaska which empowered small businesses to access capital needed to invest in job-creating opportunities as the country emerges from the pandemic. The SSBCI and the newly launched Tribal SSBCI Consortium are transformative programs advancing equitable economic growth and resilience across Alaska. The Alaska Small Business Development Center is the administrative lead for the program for the State and deploys the funding to lenders and investment funds. Northrim accounted for 52 loans totaling approximately $57 million in this program in 2025, including 30 loans for Socially and Economically Disadvantaged Individuals and 22 loans for Very Small Businesses.

Governance

Compliance and Code of Conduct: We are deeply committed to complying with all laws and regulations while operating and maintaining a high standard of business and personal ethics. We do so by ensuring we operate with integrity, abiding by all applicable federal, state and local laws, and completing annual compliance trainings.

The Company maintains a Code of Conduct. The Code of Conduct addresses the professional, honest and ethical conduct required of each employee and director. It provides guidance on topics including conflicts of interest, disclosure process, compliance with laws, rules and regulations (including securities trading), corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, and the importance of reporting of any suspected illegal or unethical behavior through a variety of methods, including a confidential hotline, and whistleblower protections. Every director, executive, manager, officer, and employee is expected to comply with Northrim’s Code of Conduct.

Management: We are committed to promoting sound ESG practices and effective leadership through strong Board leadership and management oversight of Northrim’s processes. Broadly speaking, our senior management team develops our ESG strategic direction and oversees its execution. The Board is charged with providing guidance, insight and oversight to the strategy, initiatives, and management’s performance, which is expressly included in Northrim’s Corporate Governance Guidelines. This is done primarily through the Governance and Nominating Committee, who reviews and reassesses management’s ESG framework and initiatives. However, the Audit and Compensation Committees have ESG-related responsibilities as well. The Audit Committee oversees external communications, and the Compensation Committee oversees human resource management matters that intersect with ESG. Both committees conduct their ESG responsibilities in conjunction with the Governance and Nominating Committee.

Together with our Board, the Bank has adopted an ESG policy to reflect our commitment to environmental, social and governance factors in the development of our business strategies. Our commitment to good corporate citizenship and the achievement of ESG policy goals enhances our ability to pursue business opportunities and manage risks across our business, and it supports our values in addressing the environmental and social challenges faced by the communities we serve.

Marketing: It is our practice to design and offer loan products, advertisements and marketing pieces that are clear and easy for individuals and businesses to understand and do not discriminate on a prohibited basis. It is also our practice to be transparent, clear, and conspicuous, and state information with equal prominence and close proximity when required. All advertising complies with the regulatory requirements to include Equal Credit Opportunity Act, rules against unfair, deceptive, or abusive acts or practices, Truth in Lending Act and the Fair Housing Act. Our Compliance Department ensures that all regulatory and disclosure requirements have been met.

EXECUTIVE OFFICERS

______________________________________________________________________________________________________

The following table sets forth certain information about the Company’s executive officers:


Name/Age	Position	Has Served as an Executive Officer Since
Michael G. Huston, 58 (1)	Chairman, President, Chief Executive Officer and Chief Operating Officer of the Company. Chairman, President and Chief Executive Officer of the Bank	2017
Jed W. Ballard, 47 (2)	Executive Vice President, Chief Financial Officer of the Company and the Bank	2018
Jason Criqui, 51(3)	Executive Vice President, Chief Banking Officer of the Bank	2023
Mark Edwards, 51 (4)	Executive Vice President, Chief Credit Officer of the Bank and Bank Economist	2019
Amber Zins, 44(5)	Executive Vice President, Chief Operating Officer of the Bank	2020

(1) Mr. Huston joined the Bank in May of 2017 as Executive Vice President, Chief Lending Officer. Mr. Huston was promoted to President of the Bank on March 26, 2022 and was promoted to President, Chief Executive Officer and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank on April 6, 2024. On January 1, 2026, Mr. Huston assumed his current role as Chairman, President, Chief Executive Officer, and Chief Operating Officer of the Company, and Chairman, President, and Chief Executive Officer of the Bank, following the retirement of our former Chairman Joseph Schierhorn. Prior to joining the Bank, Mr. Huston was Executive Vice President and Chief Banking Officer at First Interstate Bank, where he worked for twenty-five years. He graduated Magna Cum Laude from Arizona State University with a Bachelor of Science degree in Finance. Mr. Huston is also a graduate of the Pacific Coast Banking School. Mr. Huston has been Vice Chairman for Housing Alaskans, a Public Private Partnership, since 2023. Mr Huston has been a member of the Federal Reserve Bank of San Francisco Community Deposit Institutions Advisory Council since 2026, and has been a board member of the Pacific Coast Banking School since 2026.

(2) Mr. Ballard joined the Company at the beginning of 2018 as Executive Vice President, Chief Financial Officer for both the Company and the Bank. Prior to joining the Company, Mr. Ballard was with KPMG, an international public accounting firm, for over sixteen years, with his last role being Senior Audit Manager for KPMG. Mr. Ballard holds a Bachelors of Business Administration, with a major in Accounting from the University of Alaska Fairbanks and is a Certified Public Accountant. Mr. Ballard is a lifelong Alaskan and a shareholder of Bering Straits Native Corporation. He is a past mentor for the University of Alaska Anchorage Leadership Fellows program. Mr. Ballard is currently a board member of Junior Achievement of Alaska. Mr. Ballard is also currently a board member and Chair of the Audit and Finance Committee of the Alaska Native Heritage Center. Mr. Ballard is also a graduate of the Pacific Coast Banking School.

(3) Mr. Criqui joined the Bank in 2014 as a Vice President, Commercial Loan Officer. He was promoted to Senior Vice President, Commercial Loan Manager in 2018, and Executive Vice President, Chief Lending Officer in 2023 and to his current position as Executive Vice President, Chief Banking Officer in 2024. Mr. Criqui is a graduate of Emporia State University and Pacific Coast Banking School.

(4) Mr. Edwards joined the Bank in 2007 as a Commercial Loan Officer and Bank Economist. Mr. Edwards was promoted to Senior Vice President, Commercial Loan Unit Manager and Bank Economist in 2014. Mr. Edwards was promoted to Executive Vice President, Chief Credit Officer and Bank Economist in 2019. He holds a degree in Economics from the University of Virginia and a Master of International Management degree from the Thunderbird School of Global Management.

(5) Ms. Zins joined the Bank in 2008 when she was hired as the Internal Audit Manager until 2017 when she transitioned to Senior Vice President, Human Resources Director. In 2020 she was named Executive Vice President, Chief Administrative Officer. Ms. Zins was promoted to Executive Vice President, Chief Operating Officer of the Bank in 2022. She holds a Bachelor of Business Administration with a major in Accounting from the University of Alaska Fairbanks and is a Certified Public Accountant. Ms. Zins is a graduate of the Pacific Coast Banking School. She volunteers with United Way of Anchorage and was an adjunct professor at the University of Alaska Anchorage for 10 years.

Each of our named executive officers have written employment agreements with the Company.

COMPENSATION DISCUSSION AND ANALYSIS

___________________________________________________________________________________________________

This Compensation Discussion and Analysis section provides information regarding the compensation program in place for our five named executive officers (collectively, the "named executive officers"), which include our Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers who were serving as executive officers of the Company or the Bank at the end of 2025, outside of those who served as Chief Executive Officer and Chief Financial Officer. This section includes information regarding the overall objectives of our compensation program and each element of compensation.

The Compensation Committee believes that the Company’s current annual and long-term incentive compensation programs for its executives, including the named executive officers, senior managers and key employees serve to appropriately focus these individuals on the Company's current and future business needs. The Company’s compensation program is designed to mitigate

risk by capping performance-based payments and defining performance criteria focused not only on profitability and growth, but also on managing risk and expenses and improving credit quality. The Compensation Committee continually assesses the Company’s compensation objectives, philosophy, forms of compensation for the Company’s employees, including its executives, and has determined that the Company’s current compensation practices and policies do not create risks that are reasonably likely to have a material adverse effect on the Company.

The Company has included Proposal 3, a non-binding advisory vote on executive compensation, in this proxy statement in accordance with the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and regulations of the Securities and Exchange Commission. Proposal 3 provides the shareholders of the Company with a non-binding advisory vote on compensation programs for our named executive officers (sometimes referred to as "say on pay") as described in this section of this proxy statement. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. At the 2023 Annual Shareholders' Meeting, the Company’s shareholders expressed a preference that an advisory vote on executive compensation of the Company’s named officers should occur every year. Accordingly, we are holding the non-binding advisory vote outlined in Proposal 3 at the Annual Meeting.

Overview of Compensation Program

The Compensation Committee bases its compensation strategy on maintaining the Company’s primary strategic goal: to maintain, over the next several years, a well-capitalized, superior customer first service-focused financial institution headquartered in Anchorage and serving the greater Anchorage, Matanuska Valley, Fairbanks, Kenai Peninsula, Kodiak, Northwest, and Southeast Alaska areas, as well as various other markets in and outside Alaska. We believe that achieving the Company’s business and growth strategies will create long-term value for shareholders and will protect the interests of our customers.

Compensation Philosophy and Objectives

The Compensation Committee believes that compensation packages for the Company’s named executive officers, key personnel, and other employees should be based, to a substantial extent, on achievement of the goals and strategies the Board has established. When establishing salaries, performance based payments, and stock-based awards for named executive officers, the Compensation Committee considers: (i) the Company’s financial performance during the past year; (ii) the individual executive officer’s performance during the past year based upon the executive officer’s scope and level of responsibility and how well that executive officer managed and carried out those responsibilities to achieve the Company’s goals, as well as how well that executive officer dealt with unexpected challenges and opportunities that were not anticipated in the Company’s annual goal setting process; and (iii) market data related to the salaries of executive officers and key personnel in similar positions with companies of comparable size, as well as other companies within the financial institutions industry. For named executive officers other than the Chief Executive Officer, the Compensation Committee considers recommendations made by the Chief Executive Officer.

The Company has developed and implemented policies for determining salary structure, annual performance based payments, and employee stock option, performance shares and other stock-based awards based on recommendations of independent, nationally recognized compensation consultants. These consultants periodically evaluate the Company’s executive compensation programs at the request of the Compensation Committee.

Role of Executive Officers in Compensation Decisions

The Compensation Committee makes all decisions related to the compensation of the Company’s Chief Executive Officer, subject to the Board’s further approval. The Compensation Committee approves recommendations made by the Chief Executive Officer for all compensation for other executive officers of the Company. All compensation for the Company’s President and Chief Executive Officer, Chief Financial Officer, and the Bank's Chief Operating Officer is further approved by the Board.

The Chief Executive Officer annually reviews the individual performance of the Company’s key employees. The Chief Executive Officer's recommendations for all compensation, based upon individual officer performance evaluations, are presented to and discussed with the Compensation Committee. The Compensation Committee can modify any recommended adjustments or awards as deemed to be appropriate.

Independent Consultants

The Compensation Committee has the authority to engage independent compensation consultants. The Compensation Committee, from time-to-time as deemed appropriate, has engaged the services of Frederic W. Cook and Co., Inc. ("FWCC") to

analyze and evaluate the Company’s overall compensation program and practices as compared to a selected group of publicly traded peer group banks of similar size within the Pacific Northwest region, California and Hawaii. The Governance and Nominating Committee engaged FWCC to assist it with a review of compensation for non-officer members of the Board in 2025. In 2024, the Compensation Committee engaged FWCC to assist the Compensation Committee with a compensation survey in connection with the review of compensation for the named executive officers and other senior officers. Additionally, in 2025, FWCC advised the Compensation Committee regarding the creation of the Company's 2025 Stock Incentive Plan ("2025 Plan") and the First Amendment to the 2025 Stock Incentive Plan to add non-employee directors to the class of eligible participants.

In connection with its engagements with FWCC, the Compensation Committee considered various factors bearing upon FWCC’s independence, including, but not limited to, FWCC’s policies and procedures designed to prevent conflicts of interest and the existence of any business or personal relationship that could affect FWCC’s independence. After reviewing these and other factors, the Compensation Committee determined that FWCC was independent and that FWCC's engagements with the Compensation Committee did not present any conflicts of interest.

Executive Compensation

The Company’s executive compensation program currently consists of four key elements: (i) base salary; (ii) a performance-based annual payment; (iii) periodic stock-based compensation awards; and, (iv) retirement and other deferred compensation benefits. As discussed above, the Compensation Committee engages the services of a qualified compensation consultant as appropriate, and it considers the Company’s executive compensation package as a whole. Each component of the executive’s package is in large part provided for under the terms of the executive’s employment agreement including base salary, which can change from time-to-time, as well as a performance based payment opportunity for certain named executive officers under the Company’s Profit Sharing Plan and retirement benefits according to the prescribed terms of the executive’s employment agreement. The Compensation Committee’s and the Company’s philosophy is to be consistent in the timing of its review of the executive's performance and opportunities for compensatory recognition. The Compensation Committee and the Company believe that this practice facilitates the retention of the executive over the short and long-term and appropriately rewards performance based upon each executive’s level of responsibility, accountability, leadership, and measured contributions to the organization.

The Compensation Committee believes that this four-part approach best serves the interests of the Bank, the Company, and its shareholders. This approach enables the Company to meet the requirements of the highly competitive banking and lending environment in which it currently operates while ensuring that executive officers are compensated in a way that advances both the short and long-term interests of the Company's shareholders. The performance based annual payment opportunity is provided for named executive officers under the Company’s Profit Sharing Plan and is largely based on the Company's annual performance. Stock-based awards, including stock options granted in the past, relate a significant portion of long-term remuneration directly to stock price appreciation and retention with the Company. The Compensation Committee believes that these awards also closely align the interests of the executive and the Company’s shareholders.

The Compensation Committee annually evaluates both executive performance and the structure of executive compensation to ensure that the Company maintains its ability to attract and retain customer focused employees in key positions. From time-to-time, the Compensation Committee engages an independent consultant to analyze executive compensation. The last evaluation of executive compensation that included an analysis by FWCC was done in 2024. This evaluation ensures that compensation for executives is reasonable and competitive with similar positions held in peer group organizations. The peer group that the Compensation Committee used for this evaluation in 2024 consisted of 16 Pacific Northwest, California and Hawaii commercial banks similar in size to Northrim: Bank of Marin, Central Pacific Financial, Community West Bancshares, F&M Bankcorp, First Northern Bancorp, First Northwest, Five Star Bancorp, FS Bancorp, Heritage Commerce, Heritage Financial, HomeStreet, Oak Valley Bancorp, Riverview Bancorp, Sierra Bancorp, Territorial Bancorp, and Timberland Bancorp. The Compensation Committee objectively evaluates the performance of the Company’s compensation program by periodically comparing the weight and values of its components to the Company’s peer group of Pacific Northwest, California and Hawaii financial institutions as surveyed by independent compensation consultants who gather pertinent salary, benefit, and equity compensation data from their current proxy statement disclosures and other market data.

The Compensation Committee’s approach for giving consideration to each element of the Company’s executive compensation package during a given year is intended to bring consistency to the overall program, and to support the Company’s philosophy to provide opportunity during a given year to measure and recognize the performance and contributions of individual executive officers and officers in key positions. For example, in the first quarter, the Compensation Committee considers and approves awards to participants under the Company’s Profit Sharing Plan, selects criteria for the Company’s Profit Sharing Plan’s

ensuing plan year, considers and approves stock-based compensation awards, and conducts the annual executive officer salary review.

The Compensation Committee takes an approach based on both quantitative and qualitative factors when considering the compensation of the Company’s Chief Executive Officer. The Compensation Committee considers the Company’s financial results for a given year compared to the Company’s plan and actual results for the previous year. The Compensation Committee also considers certain qualitative accomplishments of the Chief Executive Officer in terms of the Company’s realization of its corporate objectives, their foresight, their extensive community involvement, as well as their leadership in strategically positioning the Company for future developments in the banking industry and the Company’s market and developing long-term strategies for the future direction and growth of the organization.

Elements of Executive Compensation

Each year, the Compensation Committee determines whether or not the employment agreements of the named executive officers should be renewed, and whether or not a change in terms is appropriate. See further discussion of the employment agreements under Executive Compensation - Employment Agreements.

The Company and the Bank do not have any arrangements in place for or with the named executive officers whereby their compensation may be comprised of proportionate amounts of base salary, performance based annual payments, options and other stock-based compensation, or retirement and other deferred benefits. Instead, compensation is comprised of such components in amounts as determined by the Compensation Committee at its discretion and with respect to the components of compensation for the Company's Chairman, President, and Chief Executive Officer, Chief Financial Officer, and the Bank's Chief Operating Officer, approved by the Board.

Base Salary. Based on its consideration of competitive industry salaries and general economic conditions within the Company’s market area and the financial institution industry, the Company’s People Services Department has established a graded salary structure for all of the Company’s employees. Every salary grade is structured to allow for personal growth ranging from the grade’s entry-level benchmark through the mid-point range and to the upper-most level of annual salary for each grade. The matrix used to calculate annual merit increases applies factors related to the position of the individual’s current salary within the established ranges for her or his salary grade, predetermined rates of increase based on an annual survey of market data, and the employee’s performance. The Company's People Services Department reviews the schedule of matrix driven changes to individual officer annual base salaries and can make recommendations for any additional adjustments. Officer base salary levels are reviewed annually in the first quarter of the Company’s fiscal year and any increases to base annual salaries are recommended to the Compensation Committee by the Chief Executive Officer for approval based on an assessment of an officer’s scope of responsibilities, experience, the officer’s individual performance, and contributions to the success of the organization. Additionally, the salaries of the Company's Chairman, President, and Chief Executive Officer and the Chief Financial Officer, and the Bank's Chief Operating Officer are reviewed and approved by the Compensation Committee and the Board.

Performance Based Annual Payment. Executive officers, in addition to all current employees of the Bank who commenced employment payments calculated during the performance period, are eligible to participate in profit sharing in accordance with the provisions of the Company's Profit Sharing Plan. The selection of the Company's Profit Sharing Plan criteria occurs within one-hundred-twenty days of the beginning of the Company’s fiscal year. The selection of the criteria for 2025 occurred in March of 2025. Incentive-based compensation paid under the Company's Profit Sharing Plan may be subject to the clawback provisions of the Company's Compensation Recovery Policy for covered executives, including the named executive officers.

The Company's Profit Sharing Plan also provides that the Compensation Committee may designate any employee, including an executive officer, as ineligible to receive a profit sharing payment at its complete discretion. Additionally, the Compensation Committee may adjust any employee’s profit sharing payment at its discretion. However, no individual profit sharing payment can exceed ten percent (10%) of the entire profit sharing pool for any performance period. Total profit sharing allocations made to the President and Chief Executive Officer and Chief Financial Officer of the Company, and the Chief Operating Officer of the Bank, cannot exceed 25% of the profit sharing pool in any performance period. The profit sharing awards to the Company's Chief Executive Officer and the Chief Financial Officer, and the Bank's Chief Operating Officer, are reviewed and approved by the Compensation Committee and the Board.

In March of 2019, the Board amended the Company’s Profit Sharing Plan to fund the plan based on a target percentage of employees’ base salary as opposed to creating a pool based on a percentage of the Company’s pre-tax income. This target is based on the financial results of the Company. Specifically, 60% of the profit sharing is based on a comparison of annual budget to actual pre-tax income for the Community Banking segment and 40% is based on the Company’s consolidated return on average assets rank in a peer comparison of U.S. banks with assets between one and five billion dollars. A tiered approach is

taken for both criteria. In general, funding between 50% and 150% of the target occurs for the portion of the profit sharing that is based on budget to actual performance at the Community Banking segment. Funding of 50% of the target occurs when actual pre-tax income is equal to or less than 85% of budgeted pre-tax income. The maximum funding of 150% of the target occurs when actual pre-tax income is equal to or greater than 125% of budgeted pre-tax income. Funding between 50% and 150% of the target occurs using a tiered scale for budget to actual pre-tax income results. Funding between 50% and 150% of the target for the portion of the profit sharing that is based on the Company’s return on average assets as compared to peers occurs when the Company’s return on average assets is ranked in the top 70% of peer banks. Zero percent is applied for the Company's return on average assets if ranked below the top 70%. A weighted average based on this funding criteria determines the total funding percentage of the target which can range from 0% to 150%. The funding percentage, which may be adjusted by the Compensation Committee at its discretion, is then applied to an individual’s targeted percent of base salary based on their grade to establish the total profit sharing amount.

The performance goals established by the Compensation Committee for the Company's Profit Sharing Plan for 2025 include measures based on the Company’s strategic goals for 2025. The Compensation Committee reviewed and approved management’s recommended thresholds for each criterion. In 2025, the Company had to meet the following minimum criteria in order for the approval of the profit sharing:

● Adversely classified assets, measured at the Company level, not to exceed 30% of regulatory capital; ratio of total regulatory capital to risk-weighted assets of at least ten percent (10%) for both the Bank and the Company;

● The Bank and the Company's regulatory capital must be categorized as "well capitalized"; and,

● Regulatory examination results must be acceptable.

Once the Company determined that the above criteria were met for 2025, the Compensation Committee approved management’s recommendation based upon the calculated payout under the Profit Sharing Plan’s matrix methodology resulting in an aggregate payout of $6.1 million for 2025, $1.1 million of which was paid, in aggregate, to the named executive officers.

Stock-Based Compensation. The Compensation Committee is of the philosophy that offering stock-based incentives to executives and key employees: (i) attracts and retains the best available personnel for the long-term; (ii) enhances long-term profitability and shareholder value; and (iii) encourages employees to acquire and maintain stock ownership in the Company, thereby more closely aligning the interests of employees and shareholders. The Compensation Committee follows this philosophy, and subject to the Company’s employee stock incentive plans, the Compensation Committee may determine the employees eligible to receive stock options and other equity awards and to assess the amount of each such stock option or other equity award. Stock based incentive awards granted under the 2025 Plan may be subject to the clawback provisions of the Company’s Compensation Recovery Policy for covered executives, including the named executive officers.

The 2025 Plan, an omnibus plan approved by the Company's shareholders, authorizes the Board or the Compensation Committee to administer both the 2025 Plan and to grant to eligible key employees restricted stock, restricted units, performance shares, performance units, stock appreciation rights, nonqualified stock options, or dividend equivalent rights. The Compensation Committee has not delegated any aspect of the administration of any of the Company’s stock incentive plans, including the 2025 Plan, to any other persons.

The 2025 Plan is designed to afford the Compensation Committee flexibility, consistency, and balance in determining and governing the terms and mix of the annual grant of equity based compensation awards to the Company’s executive officers and other employees key to the safe and profitable operation of the Bank. The participants in the 2025 Plan are members of the Company's and the Bank’s senior management team and other key employees. Participants, including certain of the Company’s named executive officers, are awarded stock-based compensation based on the value of equity compensation awards, and overall compensation, for comparable positions at peer institutions. Peer data was obtained from data received from FWCC, an independent, nationally recognized compensation-consulting firm, in 2024. The banks that were used to obtain this peer group median were 16 Pacific Northwest, California and Hawaii commercial banks similar in size to Northrim: HomeStreet, Heritage Financial, Central Pacific Financial, F&M Bancorp, Heritage Commerce, Bank of Marin, Sierra Bancorp, Five Star Bancorp, FS Bancorp, Central Valley Bancorp, Territorial Bancorp, First Northwest Bancorp, Oak Valley Bancorp, Timberland Bancorp, First Northern Bancorp, and Riverview Bancorp.

The Compensation Committee believes that the awards of stock-based compensation serve to tie the executives’ interests to those of the Company’s shareholders. These awards also provide an incentive for the executives’ long-term retention given the competitive climate in the Bank’s marketplace for experienced and seasoned bankers. The methodology for calculating the maximum total value of equity awards that will be awarded to employees, including certain of the named executive officers, is calculated by taking the Company’s market capitalization times point five percent (0.50%). The Chief Executive Officer

recommends proposed grantees and proposed award levels based on performance. The Compensation Committee has full discretion to approve, deny, or change any recommendations from the Chief Executive Officer. Additionally, awards of stock-based compensation made to the Company's Chief Executive Officer and the Chief Financial Officer, and the Bank's Chief Operating Officer, are reviewed and approved by the Board.

Starting in March 2024, the Compensation Committee determined to grant both time-based and performance-based awards to each of the named executive officers. Target awards were allocated on a 50/50 basis between time-based restricted stock units and performance units. The time-based restricted stock units vest on the third anniversary of the date of grant. Awards of performance-based restricted stock units (“performance units”) are contingent on attaining pre-established three-year performance goals. The Compensation Committee reviews and approves goals in consultation with management and establishes threshold, target and stretch performance levels and associated payouts. At the end of the performance cycle, resulting payouts are determined based on the Company’s performance relative to the SNL U.S. Bank Index with total assets from $1-$5 billion.

Recipients of time-based restricted stock units and/or performance units accumulate dividend equivalents during the restriction period but are only entitled to these dividend equivalents as and when the shares to which the dividend equivalents are attributable become vested. Recipients of time-based restricted stock units and/or performance units do not have the power to vote unvested units. Both time-based and performance-based awards may be subject to the clawback provisions of the Company’s Compensation Recovery Policy.

For the awards made in 2025, the Compensation Committee approved the following corporate performance measures, weightings, and relative performance goals.

Relative Performance Percentile Ranking(1)

Performance Measure

Weighting

Threshold

Target

Stretch

Total Shareholder Return ("TSR")

50%

70th

45th

25th

Return on Average Assets ("ROAA")

50%

70th

45th

25th

Payout as a Percentage of Target

50%

100%

150%

(1)Based on the SNL U.S. Bank Index with total assets from $1 billion to $5 billion over the entire performance period with TSR calculated on a 20-day average closing stock price prior to the end of the performance period and ROAA reflecting a three-year average over the performance period.

Stock-Based Grant Timing Policy: Northrim does not grant stock-based awards in anticipation of the release of material nonpublic information based on stock-based award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. The Company has not granted stock options since 2021, accordingly, we have not adopted a formal policy with respect to the timing of awards of stock options. The Compensation Committee has historically granted such awards on a predetermined annual schedule. In the fiscal year ended December 31, 2025, we did not grant any stock options or other stock-based awards to our named executive officers during the time period outlined in Item 402(x) of Regulation S-K.

The Company has not established any program whereby executives or key personnel are required to own and purchase within any specific schedule a defined number of shares of the Company’s common stock.

Retirement and Other Deferred Benefits

Northrim Bank Savings Incentive Plan 401k. Named executive officers participate in the Company’s qualified retirement plan, the Northrim Bank Savings Incentive Plan ("401k Plan"), to the same extent and subject to the same rules and limitations as the Company’s and the Bank’s other employees. In 2025, the 401k Plan provides a $1.00 match for each $1.00 contributed by an employee up to six percent (6.0%) of the employee’s salary.

Deferred Compensation Plan. The Company established a new Deferred Compensation Plan in November 2023 ("2023 DCP") that replaced a prior plan that had balances. The 2023 DCP provides that on or prior to December 31 of each year the DCP is in effect, any eligible employee may elect in writing to defer receipt of at least one percent (1%) to a maximum of ninety percent (90%) of their salary to be paid in the calendar year following the year of election. Any election is irrevocable as to any salary payable in the next year and effective with respect to future years unless revoked by the participant prior to December 31 of the year preceding the year in which the deferral is to take effect. Under the 2023 DCP, eligible employees, including certain of the named executive officers, may elect to defer receipt of all or a portion of their remaining salary to be paid in the current calendar year if such written election is made within thirty days after they are first notified by the Compensation Committee of their eligibility to become a participant. The 2023 DCP also provides that any eligible employee may elect to defer receipt of at

least one percent (1%) to a maximum of ninety percent (90%) of their performance-based payments for services to be performed in a succeeding plan year under the same conditions described above. All amounts deferred are credited to participant accounts with various investment options similar to the 401k. Beginning in 2025, annual employer contributions to the Northrim Bank Supplemental Executive Retirement Plan ceased and were redirected to the 2023 DCP. The Compensation Committee determines the amount of the employer contribution based on the Chief Executive Officer’s recommendations, taking into consideration each participant’s annual base salary and relative level of responsibility.

Supplemental Executive Retirement Plan. The Bank adopted the Northrim Bank Supplemental Executive Retirement Plan ("SERP") for the benefit of its executive officers, including the named executive officers. In 2025, earnings under the SERP are no longer credited using the methodology used in prior years. Instead, SERP balances are invested in the market at the direction of each participant similar to the 401k Plan. In addition, annual contributions to the SERP ceased and were redirected to the 2023 DCP as an employer contribution. Existing SERP balances will be paid out according to the election of the participants upon their eligibility for the plan.

Tax and Accounting Treatment of Executive Compensation

Nonqualified Deferred Compensation. Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") imposes election, payment, and funding requirements on "nonqualified deferred compensation" plans. If a nonqualified deferred compensation arrangement subject to Section 409A of the Code fails to meet, or is not operated in accordance with, the requirements of Section 409A, then compensation deferred under the arrangement may become immediately taxable and subject to a twenty percent (20%) additional tax. Certain awards that may be issued under the plan may constitute a "deferral of compensation" subject to the requirements of Section 409A of the Code.

2025 Advisory Vote on Executive Compensation

The Company provided shareholders a non-binding advisory vote on executive compensation in 2025. At the Company’s 2025 Annual Meeting, shareholders expressed substantial support for the compensation of the Company’s named executive officers, with approximately ninety-eight percent (98%) of the votes cast for approval of the "say-on-pay" vote on executive compensation. The Compensation Committee considered the results of the 2025 advisory vote. The Compensation Committee also considered many other factors in evaluating the interaction of the Company’s compensation programs with its business objectives. While all of these factors bore on the Compensation Committee’s decisions regarding named executive officer compensation, the Compensation Committee did not make any changes to the Company’s executive compensation program and policies as a result of the shareholders’ 2025 "say-on-pay" advisory vote.

EXECUTIVE COMPENSATION

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Summary Compensation Table

The following table sets forth information regarding compensation earned by our five named executive officers, which includes our Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated officers who were serving as executive officers of the Company or the Bank at the end of 2025, outside of those who served as Chief Executive Officer and Chief Financial Officer. The information in the following table is provided for the fiscal years ended December 31, 2025, 2024, and 2023, and includes all compensation awarded to, earned by, or paid to our named executive officers during the years indicated:


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary	Bonus	Stock Awards (1)	Option Awards (2)	Non-Equity Incentive Plan Compensation (3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (4)	All Other Compensation (5)	Total
Michael G. Huston, Chairman, President, Chief Executive Officer and Chief Operating Officer of the Company. Chairman, President, and Chief Executive Officer of the Bank(6):
	2025	$572,039	N/A	$358,133	$—	$386,126	$36,791	$138,700	$1,491,789
	2024	$482,742	N/A	$176,475	$—	$304,127	$409	$92,207	$1,055,960
	2023	$356,468	N/A	$138,652	$—	$119,773	$23	$68,081	$682,997
Jed W. Ballard, Executive Vice President, Chief Financial Officer of the Company and the Bank(7):
	2025	$407,643	N/A	$212,060	$—	$214,013	$7,473	$63,155	$904,344
	2024	$369,307	N/A	$91,273	$—	$180,960	$274	$54,315	$696,129
	2023	$340,993	N/A	$121,389	$—	$100,252	$22	$48,881	$611,537
Jason Criqui, Executive Vice President, Chief Banking Officer of the Bank(8):
	2025	$302,046	N/A	$116,078	$—	$158,574	($552)	$51,740	$627,886
	2024	$278,020	N/A	$73,160	$—	$136,230	$48	$18,503	$505,961
Mark Edwards, Executive Vice President, Chief Credit Officer of the Bank(9):
	2025	$300,712	N/A	$113,229	$—	$135,321	$5,264	$38,294	$592,820
	2024	$285,844	N/A	$77,208	$—	$120,054	$98	$32,835	$516,039
Amber Zins, Executive Vice President, Chief Operating Officer of the Bank:
	2025	$345,924	N/A	$147,123	$—	$181,610	$11,672	$52,299	$738,628
	2024	$323,739	N/A	$82,267	$—	$158,632	$117	$49,955	$614,710
	2023	$298,293	N/A	$109,395	$—	$87,348	$11	$44,857	$539,904

(1) The amounts listed for each named executive officer’s stock award represent the aggregate grant date fair value, including dividend equivalents, of the awards determined in accordance with FASB ASC Topic 718 and are based on the price of the Company’s stock at the close of business on the date of each grant.

(2) No options were granted in 2023, 2024, or 2025.

(3) The amount listed for each named executive officer represents the individual’s performance based payment earned in such fiscal year, but paid in the following fiscal year, as calculated according to the provisions of the Company’s Profit Sharing Plan in 2025, 2024 and 2023 as approved by the Compensation Committee. See Non-Equity Incentive Plan Awards and Employment Agreements contained in this proxy statement.

(4) The amount listed for each named executive officer under this category is the above market or preferential earnings on the named executive officer’s account over one-hundred-twenty percent (120%) of the federal rate for each applicable year.

(5) The amount listed for each named executive officer represents items of compensation not reflected elsewhere in this Summary Compensation Table:

The aggregate total of all other compensation disclosed for Mr. Huston for 2025 is equal to the amounts of $21,000, and $117,700 representing contributions to the Company’s 401k Plan for Mr. Huston and the Company’s contribution

to the 2023 DCP for Mr. Huston, respectively. The amount contributed to the 2023 DCP for Mr. Huston is disclosed in the footnotes to the Nonqualified Deferred Compensation table.

The aggregate total of all other compensation disclosed for Mr. Ballard for 2025 is equal to the amounts of $21,000, and $42,155 representing contributions to the Company’s 401k Plan for Mr. Ballard and the Company’s contribution to the 2023 DCP for Mr. Ballard, respectively. The amount contributed to the 2023 DCP for Mr. Ballard is disclosed in the footnotes to the Nonqualified Deferred Compensation table.

The aggregate total of all other compensation disclosed for Mr. Criqui for 2025 is equal to the amounts of $21,000 and $30,740 representing contributions to the Company’s 401k Plan for Mr. Criqui and the Company’s contribution to the 2023 DCP for Mr. Criqui, respectively. The amount contributed to the 2023 DCP for Mr. Criqui is disclosed in the footnotes to the Nonqualified Deferred Compensation table.

The aggregate total of all other compensation disclosed for Mr. Edwards for 2025 is equal to the amounts of $21,000 and $17,294 representing contributions to the Company’s 401k Plan for Mr. Edwards and the Company’s contribution to the 2023 DCP for Mr. Edwards, respectively. The amount contributed to the 2023 DCP for Mr. Edwards is disclosed in the footnotes to the Nonqualified Deferred Compensation table.

The aggregate total of all other compensation disclosed for Ms. Zins for 2025 is equal to the amounts of $16,995 and $35,304 representing contributions to the Company’s 401k Plan for Ms. Zins and the Company’s contribution to the 2023 DCP for Ms. Zins, respectively. The amount contributed to the 2023 DCP for Ms. Zins is disclosed in the footnotes to the Nonqualified Deferred Compensation table.

(6) Salary expense for Mr. Huston includes his 2025 contribution of $99,057 to the 2023 DCP.

(7) Salary expense for Mr. Ballard includes his 2025 contribution of $20,382 to the 2023 DCP.

(8) Compensation for 2023 for Mr. Criqui is not presented because he was not a named executive officer for that fiscal year. Salary expense for Mr. Criqui includes his 2025 contribution of $36,307 to the 2023 DCP.

(9) Compensation for 2023 for Mr. Edwards is not presented because he was not a named executive officer for that fiscal year. Salary expense for Mr. Edwards includes his 2025 contribution of $8,415 to the 2023 DCP.

Employment Agreements

The Company and the Compensation Committee share the philosophy that employment agreements serve to further strengthen the relationships between the Company, its key executives, and its shareholders, particularly in light of the highly competitive climate in which the Bank and the Company currently operate.

The employment agreements at December 31, 2025 for Messrs. Huston, Ballard, Criqui, Edwards and Ms. Zins included the following entitlements: reasonable health insurance, disability and other employee benefits, as well as allowance for adjustments to annual base salary as deemed appropriate by the Compensation Committee. Each of the employment agreements in effect at December 31, 2025 also provides that in the event of termination of employment by the Company or the Bank without cause or by the employee for good reason, health and insurance benefits for such employee will be continued for a period of one year from the termination date, with the exception of Mr. Edwards, who's benefits will be continued for a period of nine months from the termination date.

The named executive officers entered into new employment agreements effective January 1, 2026, and the contracts of Messrs. Huston, Ballard, Criqui, Edwards, and Ms. Zins included nearly identical terms and provisions as their employment agreements in effect as of December 31, 2025. Each of the new employment agreements has an initial term ending on December 31, 2026, which will be automatically extended for an additional one year term unless at least ninety days prior to any January 1, either party gives notice of its intent not to extend such term or the employment agreement is terminated in accordance with its termination provisions.

All of the employment agreements in effect at December 31, 2025, and the new employment agreements reflect the named executive officer’s eligibility to participate in the Company’s Profit Sharing Plan. The employment agreements with the named executive officers also contain a covenant not to compete, which stipulates that for a period of one year following termination of the agreement (or in the case of Mr. Edwards, nine months following the termination of his employment agreement), or one year following the close of a transaction constituting a change of control agreement (or in the case of Mr. Edwards, nine months

following the close of such a change in control transaction), the named executive officer will not be directly or indirectly employed by or own any business activity that is competitive with the Company or the Bank. As defined in each of their employment agreements, each of the named executive officers is also entitled to the severance benefits discussed herein under the heading Potential Payments upon Termination or Change of Control.

Michael G. Huston

The employment agreement in effect at December 31, 2025 by and among the Company, the Bank, and Mr. Huston, as President, Chief Executive Officer, and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank, established Mr. Huston's annual base salary at $535,000, as adjusted from time to time. Mr. Huston received $572,039 in salary in 2025, which reflected the annual salary specified in his employment agreement combined with a salary increase approved by the Compensation Committee in 2025 and distributed in accordance with the Bank's biweekly payroll cycle. A profit sharing allocation of $386,126 was earned by Mr. Huston in 2025 under the provisions of the Profit Sharing Plan. Mr. Huston is entitled to receive an annual contribution equal to twenty percent (20%) of annual base salary in accordance with the SERP, which may be adjusted at the Compensation Committee's and the Board's discretion.

Jed W. Ballard

The employment agreement in effect at December 31, 2025, by and among the Company, the Bank and Mr. Ballard, as Executive Vice President and Chief Financial Officer of both the Company and the Bank, established Mr. Ballard's annual salary at $376,375, as adjusted from time to time. Mr. Ballard received $407,643 in salary in 2025, which reflected the annual salary specified in his employment agreement combined with a salary increase approved by the Compensation Committee in 2025 and distributed in accordance with the Bank's biweekly payroll cycle. A profit sharing allocation of $214,013 was earned by Mr. Ballard in 2025, under the provisions of the Profit Sharing Plan. Mr. Ballard is entitled to receive an annual contribution equal to ten percent (10%) of annual base salary in accordance with the SERP, which may be adjusted at the Compensation Committee’s and the Board’s discretion.

Jason Criqui

The employment agreement in effect at December 31, 2025 between the Bank and Mr. Criqui, as Executive Vice President, Chief Banking officer, establishes Mr. Criqui’s annual salary at $290,000, as adjusted from time to time. Mr. Criqui received $302,046 in salary in 2025, which reflected the annual salary specified in his employment agreement combined with a salary increase approved by the Compensation Committee in 2025 and distributed in accordance with the Bank's biweekly payroll cycle. A profit sharing allocation of $158,574 was earned by Mr. Criqui in 2025 under the provisions of the Profit Sharing Plan. Mr. Criqui is entitled to receive an annual contribution equal to ten percent (10%) of annual base salary in accordance with the SERP, which may be adjusted at the Compensation Committee’s and the Board’s discretion.

Mark Edwards

The employment agreement in effect at December 31, 2025 between the Bank and Mr. Edwards, as Executive Vice President, Chief Credit Officer and Bank Economist, establishes Mr. Edward’s annual salary at $289,682, as adjusted from time to time. Mr. Edwards received $300,712 in salary in 2025, which reflected the annual salary specified in his employment agreement combined with a salary increase approved by the Compensation Committee in 2025 and distributed in accordance with the Bank's biweekly payroll cycle. A profit sharing allocation of $135,321 was earned by Mr. Edwards in 2025 under the provisions of the Profit Sharing Plan. Mr. Edwards is entitled to receive an annual contribution equal to five percent (5%) of annual base salary in accordance with the SERP, which may be adjusted at the Compensation Committee’s and the Board’s discretion.

Amber Zins

The employment agreement in effect at December 31, 2025 between the Bank and Ms. Zins, as Executive Vice President and Chief Operating Officer, establishes Ms. Zins' annual base salary at $329,935, as adjusted from time to time. Ms. Zins received $345,924 in salary in 2025, which reflected the annual salary specified in her employment agreement combined with a salary increase approved by the Compensation Committee in 2025 and distributed in accordance with the Bank's biweekly payroll cycle. A profit sharing allocation of $181,610 was earned by Ms. Zins in 2025, under the provisions of the Profit Sharing Plan. Ms. Zins is entitled to receive an annual contribution equal to ten percent (10%) of annual base salary in accordance with the SERP, which may be adjusted at the Compensation Committee’s and the Board’s discretion.

Potential Payments upon Termination or Change in Control

In accordance with the terms of the 2025 Plan, which applied to all named executive officers, if the Company or the Bank is subjected to a change of control, any outstanding stock option grants or stock awards held by the named executive officers would not automatically vest. However, if the awards were not assumed by or replaced with comparable awards by the successor company, the Compensation Committee may immediately vest all shares at its sole discretion.

Additionally, the employment agreements in effect at December 31, 2025 with Messrs. Huston, Ballard, Criqui, and Edwards, and Ms. Zins specify that if the Company or the Bank is subjected to a change of control and either the Company or the Bank terminates a named executive officer’s employment without cause or if a named executive terminates his or her employment for good reason within seven hundred and thirty days of the change in control the named executive is entitled to:

● All base salary earned and all reimbursable expenses incurred through the termination date payable in a lump sum no later than forty-five days after the day on which employment is terminated;

● An amount equal to two times their highest base salary over the prior three years for Messrs. Huston, Ballard, Criqui, and Ms. Zins; and, one times the highest base salary over the prior three years for Mr. Edwards, also payable in a lump sum no later than forty-five days after the day on which employment is terminated;

● An amount equal to two times their average profit share received over the prior three years for Messrs. Huston, Ballard, and Criqui and Ms. Zins; and, one times the average profit share received over the prior three years for Mr. Edwards payable in a lump sum no later than forty-five days after the day on which employment is terminated;

● The continuation of health and insurance benefits for two years following the termination date of their agreement for Messrs. Huston, Ballard, and Criqui and Ms. Zins; and, one year for Mr. Edwards; and,

● Receive age credit and credit for period of service towards all supplemental retirement or deferred compensation plans for the remaining term covered by each named executive officer’s individual employment agreement.

For Messrs. Huston, Ballard, Criqui, Edwards, and Ms. Zins, if the Company terminates the named executive officer’s employment without cause, or if they terminate their employment for good reason, the named executive officer is entitled to:

● All base salary earned and all reimbursable expenses incurred under the agreement through their termination date payable in a lump sum no later than forty-five days after the day on which employment is terminated;

● An amount equal to one times their highest base salary over the prior three years for Messrs. Huston, Ballard, Criqui, and Ms. Zins; and, seventy-five percent (75%) of his highest base salary over the prior three years for Mr. Edwards, to be paid on the first day of the month following a period of six months after the termination;

● Continuation of health and insurance benefits for one year for Messrs. Huston, Ballard, Criqui and Ms. Zins; and nine months for Mr. Edwards following the termination date of their agreement; and,

For Messrs. Huston, Ballard, Criqui, Edwards, and Ms. Zins, in the event the Company terminates the named executive officer’s employment for cause or the named executive officer terminates their employment without good reason, the named executive officer is entitled only to payment of all base salary earned and all reimbursable expenses incurred through the termination date payable upon the effective date of termination and will have no right to receive compensation or other benefits for any period after termination.

If the employment of Messrs. Huston, Ballard, Criqui, Edwards, or Ms. Zins is terminated on account of any mental or physical disability that prevents them from performing their duties, then they are entitled to one lump sum payment, on the first day of the month following a period of six months after employment was terminated, of all base salary earned and reimbursable expenses incurred through the termination date, as well as full base salary and health and dental insurance benefits provided, at the Company’s expense, less the amount of any payments received by the executive during the one year period following termination under any employer-sponsored disability insurance plan, for one year following the termination date.

If a named executive officer’s employment agreement is terminated due to their death, under the terms of the agreement, their beneficiaries will receive that portion of their base salary that otherwise would have been paid to them for the month in which their death occurred and any other amounts due them pursuant to the SERP, any supplemental deferred compensation plan, and

any other death, insurance, employee benefit plan or stock benefit plan provided to them by the Company according to the terms of the respective plans.

The following table sets forth potential payments payable to our named executive officers in the event of termination of their respective employment or a change of control of the Company or the Bank as of December 31, 2025 under the provisions of their employment agreements as described above. The value of unvested options and restricted stock units in the discussion below is based on the closing price of the Company’s common stock on December 31, 2025 at $26.61 per share.

SEC Form DEF 14A filed by Northrim BanCorp Inc