Northrim shareholders vote Oct. 20 on buying Oregon bank, its first expansion outside Alaska

Northrim BanCorp shareholders will vote Oct. 20 on whether to issue about 5.96 million new shares to buy PBCO Financial Corp., the Medford, Oregon, parent of People's Bank of Commerce, according to a final joint proxy statement filed with the SEC on Sept. 17. Its 11 branches in Southern Oregon and the Willamette Valley would be Northrim's first outside Alaska.

PBCO shareholders would own about 21 percent of Northrim, and the combined company would hold more than $4 billion in assets. The deal also needs approval from PBCO shareholders and four banking regulators: the Federal Reserve, the FDIC, Alaska's Division of Banking and Securities and Oregon's Division of Financial Regulation.

The shareholder vote

Northrim's meeting is online only, at 9 am Alaska time, for shareholders of record as of Sept. 9. Approval takes a majority of Northrim's 22,244,766 outstanding shares, so an abstention or unreturned proxy counts as a vote against. PBCO also needs a majority of its outstanding shares, and a voting agreement signed by its directors covers about 39 percent of its shares.

The price

Each PBCO share would convert into 1.160 Northrim shares. At Northrim's $27.90 close on July 21, the day before the deal was announced, that came to about $32.36 a share, or $167.3 million total. At the $24.67 close on Oct. 5, it was $28.62 a share. PBCO may walk away if Northrim's average share price falls below $22.32 and Northrim has also fallen more than 20 percent further than the NASDAQ Bank Index, though Northrim could then raise the exchange ratio.

Regulators and public comment

The Federal Reserve and the FDIC both require published notice and public comment and may hold a hearing, and the filing says commenters' views on the banks' Community Reinvestment Act records count. Northrim Bank was last rated Satisfactory and People's Bank Outstanding. Because Northrim Bank keeps its Alaska charter, the director of Alaska's banking division must also approve, weighing safety and soundness and the public interest. Alaska News has not found a published Fed or FDIC comment deadline.

What changes

All branches would continue as Northrim branches immediately after the merger, though the filing makes no promise about later. Northrim's July 22 announcement said the Oregon branches would operate under the Northrim name with local staff. Michael G. Huston would stay Northrim's chairman and CEO, and James E. Teece is expected to join Northrim's board.

At announcement, Northrim expected to close the deal in the fourth quarter of 2026 or early in the first quarter of 2027. The final proxy gives no updated closing date.