This record is sourced from the companies' joint press release (Exhibit 99.1) filed with Northrim's 8-K on July 23, 2026. The release states the transaction has been unanimously approved by both companies' boards of directors and is subject to regulatory approval and shareholder approval by both PBCO and Northrim.
Hovde Group, LLC served as financial advisor to Northrim on the acquirer side. D.A. Davidson & Co. served as financial advisor to PBCO on the target side. The release does not indicate which, if either, advisor rendered a formal fairness opinion, and no lead-versus-co-advisor distinction is made for either engagement.
Accretive Legal, PLLC served as legal counsel to Northrim. Hunton Andrews Kurth LLP served as legal counsel to PBCO.
Under the terms of the merger agreement, each PBCO shareholder will receive 1.160 shares of Northrim common stock for each share of PBCO common stock, with PBCO restricted stock and restricted stock units receiving the same ratio and PBCO phantom stock units cashed out. The aggregate consideration is valued at approximately $167.3 million, or $32.36 per share of PBCO common stock, based on Northrim's closing stock price of $27.90 as of July 21, 2026; the value will fluctuate with Northrim's stock price. Upon closing, PBCO shareholders are expected to own approximately 21.1% of the combined company, and one PBCO director will join the Northrim and Northrim Bank boards. The merger is expected to qualify as a tax-free reorganization for PBCO shareholders, with closing expected in the fourth quarter of 2026 or early in the first quarter of 2027, and system conversion anticipated in the fourth quarter of 2027.
Not disclosed in this filing: whether either financial advisor delivered a fairness opinion, any advisory or legal fees, a specific termination fee, and pro forma earnings accretion or dilution estimates for Northrim.
