[8-K] Bank of Marin Bancorp Reports Material Event

Rhea-AI Filing Summary

Bank of Marin Bancorp (Nasdaq: BMRC) filed an 8-K covering several board actions dated 24 July 2025.

• Q2-25 results release: Full earnings press release and slide deck will be issued 28 July 2025 and are attached as Exhibits 99.1 and 99.2.
• Dividend declared: A quarterly cash dividend of $0.25 per share is payable 14 Aug 2025 to shareholders of record 7 Aug 2025.
• Insider-trading policy revised: Regular blackout period shortened to two weeks before quarter-end (was three). New provisions mandate pre-approval of all 10b5-1 trading plans and alignment with current SEC rules.

No other material transactions or financial metrics were disclosed in the filing; detailed numbers will be available once the referenced exhibits are released.

Positive

• $0.25 per share quarterly dividend declared, reinforcing management’s commitment to shareholder returns.
• Enhanced insider-trading policy introduces formal 10b5-1 approval requirements, lowering compliance and reputational risk.

Negative

• None.

Insights

Financial Analyst

TL;DR: Maintains dividend, no financial figures yet; neutral impact pending earnings details.

The $0.25 dividend signals continued capital strength but tells us little about Q2 profitability until the exhibits post on 28 July. Without revenue, margin or credit-quality data, investors cannot gauge trend direction. The disclosure is routine and does not alter valuation assumptions; impact is therefore neutral until earnings are known.

Corporate Governance Expert

TL;DR: Policy update tightens 10b5-1 controls, modest governance upgrade.

Moving the blackout start to two weeks before quarter-end marginally widens insiders’ trading window, but new mandatory pre-approval and SEC-compliant 10b5-1 language reduce manipulative-trading risk. Overall, the governance effect is slightly positive, though not materially transformative for investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 24, 2025

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)

California			001-33572			20-8859754
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

504 Redwood Blvd., Suite 100, Novato, CA			94947
(Address of principal executive office)			(Zip Code)

Registrant’s telephone number, including area code:  (415) 763-4520

Not Applicable

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, no par value			BMRC			The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ 

Section 2 - Financial Information

Item 2.02    Results of Operations and Financial Condition

On July 28, 2025, Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, released its financial results for the quarter ended June 30, 2025. A copy of the press release is included as Exhibit 99.1 and the related Second Quarter 2025 Earnings Presentation is included as Exhibit 99.2.

The press release and presentation will be available on Bank of Marin's website at http://www.bankofmarin.com under “Investor Relations/News & Market Data/Press Releases" and "Presentations” on July 28, 2025.

Section 8 - Other Events

Item 8.01     Other Events

In the press release, Bancorp announced that on July 24, 2025, its Board of Directors approved a quarterly cash dividend of $0.25 per share. The cash dividend is payable on August 14, 2025, to shareholders of record at the close of business on August 7, 2025.

Following a review of industry practice and consultation with Bancorp’s legal counsel, certain revisions to Bancorp’s Insider Trading Policy were approved by the board of directors at a meeting on July 24, 2025. Among the revisions, the commencement of the regular quarterly blackout period was changed from three weeks prior to quarter end to two weeks prior to quarter end. Additionally, provisions were added covering the use of 10b5-1 trading plans by Bancorp employees and directors requiring pre-approval of any such plans by Bancorp and mandating that such plans conform to Securities and Exchange Commission rules.

A copy of the press release is attached to this report as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits.

Exhibit No.			Description			Page Number
99.1			Press Release dated July 28, 2025			1-12
99.2			Second Quarter 2025 Earnings Presentation
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

July 28, 2025

BANK OF MARIN BANCORP

By:

/s/ David Bonaccorso

David Bonaccorso

Executive Vice President

and Chief Financial Officer

FAQ

When will Bank of Marin Bancorp (BMRC) report Q2 2025 earnings?

The company will release its Q2 2025 results on 28 July 2025 via press release and a slide deck.

What dividend did BMRC declare in July 2025?

The board approved a $0.25 per share quarterly cash dividend payable on 14 Aug 2025 to shareholders of record 7 Aug 2025.

What changes were made to BMRC’s insider-trading policy?

The blackout period now starts two weeks before quarter-end (formerly three) and 10b5-1 trading plans require prior board approval.

Does the 8-K include actual Q2 2025 financial numbers for BMRC?

No; detailed financial metrics will be in the press release (Exhibit 99.1) and slide deck (Exhibit 99.2) to be posted on 28 July 2025.

Where can investors access BMRC’s Q2 2025 presentation?

The presentation will be available under Investor Relations > Presentations on Bank of Marin’s website on 28 July 2025.