Bank of Marin Bancorp (BMRC) to restate results after deposit misclassification

Rhea-AI Filing Summary

Bank of Marin Bancorp announced that past financial statements for 2023, 2024 and multiple 2024–2025 quarters should no longer be relied upon because of material classification errors in deposits and related interest expense.

Certain reciprocal network deposits were incorrectly reported as non-interest bearing instead of interest-bearing, and related costs were recorded as non-interest expense rather than interest expense. The company states these errors did not change net income or earnings per share, nor total deposits or stockholders’ equity, but they did materially affect key metrics such as non-interest bearing deposit levels, interest expense, net interest income, net interest margin, cost of deposits and efficiency ratios.

Management plans to restate the affected periods and is evaluating internal control over financial reporting as of December 31, 2025, with any material weaknesses and remediation steps to be disclosed in the upcoming Form 10‑K.

Positive

• None.

Negative

• Material restatement and control review: The board determined prior financial statements for 2023, 2024 and several 2024–2025 quarters should not be relied upon due to deposit and expense classification errors, and management is reassessing internal control over financial reporting with possible material weaknesses to be disclosed.

Insights

Bank accounting and controls analyst

Material restatement driven by deposit misclassification, with no stated net income impact but control risk under review.

Bank of Marin Bancorp identified material errors in how certain reciprocal network deposits and related costs were classified between non-interest and interest-bearing categories. This changes reported funding mix and margins, even though the company states net income and earnings per share for affected periods are unchanged.

The preliminary table shows sizable reclassifications, such as 2025 year-end non-interest-bearing deposits decreasing from 1,492,249 thousand to 1,254,416 thousand, and interest-bearing deposits rising by the same amount. Net interest margin and cost-of-deposits metrics are also adjusted downward or upward in small but systematic steps.

Management, the Audit Committee and the Board are evaluating internal control over financial reporting as of December 31, 2025, and may disclose any material weaknesses and remediation in the Form 10‑K. Investors will need the finalized restated statements for 2023–2025 and the control conclusions to fully understand the long-term implications.

0001403475FALSE00014034752026-02-232026-02-23

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) February 23, 2026

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 (§230.405 of this chapter) 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 4 – Matters Related to Accountants and Financial Statements

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) Restatement of Historical Financial Results

On February 23, 2026, the Board of Directors (the “Board”) of Bank of Marin Bancorp (the “Company”), based on the recommendation of, and after consultation with, the Board’s Audit Committee, the Company’s management and the Company’s independent registered public accounting firm, Baker Tilly, concluded that the Company’s previously issued audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and the unaudited financial statements as of and for the interim periods ended September 30, 2025, June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024, and March 31, 2024 (the “Affected Periods”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s Quarterly Reports on Form 10-Q for each of the applicable interim periods (the financial statements contained in such reports, the “Affected Financials”), should no longer be relied upon due to certain errors made in the Company’s accounting related to the classification of certain reciprocal network deposits and related interest expense as non-interest bearing deposits and non-interest expense that were determined to be material to the Company’s financial condition as reflected in the Affected Financials. Similarly, related earnings releases, press releases, shareholder communications, investor presentations or other communications describing relevant portions of the Affected Financials should no longer be relied upon.

The adjustments required to be made in the Affected Financials were as a result of errors that the Company’s current management identified during the Company’s annual review process related to the preparation of its consolidated financial statements for the year ended December 31, 2025. The errors resulted in impacts to certain line items of the Company’s balance sheet and income statement but did not impact the Company’s net income or earnings per share for any of the Affected Periods. Certain deposits were included in non-interest bearing deposits when they should have been included in interest bearing deposits. Additionally, the expense related thereto was included in deposit network fees within non-interest operating expense instead of interest expense, although the mistaken classification of the expense was determined not to be material and had no impact on net income or earnings per share. The required reclassifications on the balance sheet from non-interest bearing deposits to interest bearing deposits were determined to be material, although the reclassifications are not expected to have any impact on total balance sheet amounts, including total deposits and stockholders’ equity for the Affected Periods. The adjustments to the Company’s income statements for the Affected Periods were deemed necessary for consistency of presentation between prior periods once the adjustments were made to interest expense and non-interest expense for 2025. Because the corrections of these misstatements have, taken as a whole, been determined to be material to the Affected Financials, the Board concluded that the Affected Financials should no longer be relied upon.

A summary of adjustments expected to be made for the years ended December 31, 2023, 2024 and 2025 will include “as reported” and “as adjusted” values for metrics including:

•Non-interest bearing deposits, both end of period and average;

•Interest bearing deposits, both end of period and average;

•Non-interest bearing deposits as a percentage of total deposits;

•Interest expense;

•Net interest income

•Non-interest expense;

•Net interest margin, both reported and tax-equivalent;

•Cost of deposits;

•Cost of interest-bearing deposits;

•Efficiency ratio, both GAAP and non-GAAP

A table reflecting management’s preliminary determination of the adjustments for the Affected Periods follows:

Summary of Reclassifications and Impacts
($ in thousands)			FY 2025			FY 2024			FY 2023						Q4 2025			Q3 2025			Q2 2025			Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024
Non-interest-Bearing Deposits - end of period
As reported			1,492,249			1,399,900			1,441,987						1,492,249			1,458,230			1,379,814			1,426,446			1,399,900			1,473,379			1,417,661			1,444,435
As Adjusted			1,254,416			1,274,747			1,309,711						1,254,416			1,245,247			1,218,648			1,277,505			1,274,747			1,331,853			1,285,901			1,318,261
Change			-237,833			-125,153			-132,276						-237,833			-212,983			-161,166			-148,941			-125,153			-141,526			-131,760			-126,174
Interest-Bearing Deposits - end of period
As reported			1,923,293			1,820,115			1,848,088						1,923,293			1,924,346			1,865,234			1,875,525			1,820,115			1,835,870			1,796,116			1,839,667
As Adjusted			2,161,126			1,945,268			1,980,364						2,161,126			2,137,329			2,026,400			2,024,466			1,945,268			1,977,396			1,927,876			1,965,841
Change			237,833			125,153			132,276						237,833			212,983			161,166			148,941			125,153			141,526			131,760			126,174
Non-interest-Bearing Deposits as a percentage of Total Deposits - end of period
As reported			43.7%			43.5%			43.8%						43.7%			43.1%			42.5%			43.2%			43.5%			44.5%			44.1%			44.0%
As Adjusted			36.7%			39.6%			39.8%						36.7%			36.8%			37.6%			38.7%			39.6%			40.2%			40.0%			40.1%
Change			-7.0%			-3.9%			-4.0%						-7.0%			-6.3%			-5.0%			-4.5%			-3.9%			-4.3%			-4.1%			-3.8%
Non-interest-Bearing Deposits - average
As reported			1,433,223			1,448,346			1,656,047						1,506,847			1,419,872			1,398,570			1,406,648			1,452,966			1,460,011			1,421,543			1,458,686
As Adjusted			1,261,562			1,316,737			1,544,208						1,285,578			1,254,958			1,245,025			1,260,482			1,318,943			1,321,648			1,290,874			1,335,405
Change			-171,661			-131,609			-111,839						-221,269			-164,914			-153,545			-146,166			-134,023			-138,363			-130,669			-123,281
Interest-Bearing Deposits - average
As reported			1,886,828			1,838,015			1,726,811						1,925,424			1,925,873			1,855,477			1,839,161			1,831,956			1,820,531			1,839,468			1,860,365
As Adjusted			2,058,489			1,969,624			1,838,650						2,146,693			2,090,787			2,009,022			1,985,327			1,965,979			1,958,894			1,970,137			1,983,646
Change			171,661			131,609			111,839						221,269			164,914			153,545			146,166			134,023			138,363			130,669			123,281
Interest Expense
As reported			42,196			46,613			36,733						10,651			10,876			10,376			10,293			11,246			12,050			11,865			11,452
As Adjusted			46,391			49,691			39,142						12,051			11,913			11,316			11,111			11,970			12,866			12,672			12,183
Change			4,195			3,078			2,409						1,400			1,037			940			818			724			816			807			731
Net Interest Income
As reported			110,232			94,660			102,761						31,181			28,193			25,912			24,946			25,230			24,269			22,467			22,694
As Adjusted			106,037			91,582			100,352						29,781			27,156			24,972			24,128			24,506			23,453			21,660			21,963
Change			-4,195			-3,078			-2,409						-1,400			-1,037			-940			-818			-724			-816			-807			-731
Non-interest Expense
As reported			85,505			81,818			79,481						21,423			21,328			21,490			21,264			18,338			20,417			21,894			21,169
As Adjusted			81,310			78,740			77,072						20,023			20,291			20,550			20,446			17,614			19,601			21,087			20,438
Change			-4,195			-3,078			-2,409						-1,400			-1,037			-940			-818			-724			-816			-807			-731
Net Interest Margin, reported
As reported			3.04%			2.61%			2.60%						3.31%			3.07%			2.91%			2.84%			2.78%			2.68%			2.50%			2.48%
As Adjusted			2.92%			2.53%			2.54%						3.16%			2.95%			2.81%			2.75%			2.70%			2.59%			2.41%			2.40%
Change			-0.12%			-0.08%			-0.06%						-0.15%			-0.12%			-0.10%			-0.09%			-0.08%			-0.09%			-0.09%			-0.08%
Net Interest Margin, tax-equivalent
As reported			3.06%			2.63%			2.63%						3.32%			3.08%			2.93%			2.86%			2.80%			2.70%			2.52%			2.50%
As Adjusted			2.94%			2.55%			2.56%						3.18%			2.97%			2.83%			2.77%			2.72%			2.61%			2.43%			2.42%
Change			-0.12%			-0.08%			-0.06%						-0.14%			-0.11%			-0.10%			-0.09%			-0.08%			-0.09%			-0.09%			-0.08%
Cost of Deposits
As reported			1.26%			1.41%			0.74%						1.19%			1.29%			1.28%			1.29%			1.36%			1.46%			1.45%			1.38%
As Adjusted			1.39%			1.50%			0.82%						1.35%			1.41%			1.39%			1.39%			1.45%			1.56%			1.54%			1.47%
Change			0.13%			0.09%			0.07%						0.16%			0.12%			0.11%			0.10%			0.09%			0.10%			0.09%			0.09%
Cost of Interest-Bearing Deposits
As reported			2.22%			2.52%			1.46%						2.12%			2.24%			2.24%			2.27%			2.44%			2.63%			2.56%			2.46%
As Adjusted			2.24%			2.51%			1.50%						2.16%			2.26%			2.26%			2.27%			2.42%			2.61%			2.56%			2.45%
Change			0.02%			-0.01%			0.04%						0.04%			0.02%			0.02%			0.00%			-0.02%			-0.02%			0.00%			-0.01%
Efficiency Ratio, GAAP
As reported			254.6%			111.6%			73.8%						-60.4%			68.9%			208.8%			76.4%			65.5%			75.2%			-300.4%			83.2%
As Adjusted			276.7%			112.1%			73.2%						-54.3%			67.9%			219.8%			75.7%			64.6%			74.4%			-260.5%			82.7%
Change			22.1%			0.5%			-0.6%						6.1%			-1.1%			11.0%			-0.7%			-0.9%			-0.7%			39.9%			-0.5%
Efficiency Ratio, non-GAAP excluding losses on securities sales
As reported			70.2		%	77.3		%	73.8		%				63.0		%	68.9		%	74.0		%	76.4		%	65.5		%	75.2		%	86.7		%	83.2		%
As Adjusted			69.1		%	76.6		%	73.2		%				61.4		%	67.9		%	73.2		%	75.7		%	64.6		%	74.4		%	86.3		%	82.7		%
Change			-1.1		%	-0.7		%	-0.6		%				-1.6		%	-1.1		%	-0.9		%	-0.7		%	-0.9		%	-0.8		%	-0.4		%	-0.5		%

The foregoing summary is preliminary and while the Company expects to report such estimated adjustments to the Affected Financials, there can be no assurance that the final adjustments made as part of any restatement will not differ materially from these estimates. The Company encourages the review of the complete corrected financial statements discussed below under, “Next Steps”.

Controls and Procedures

Due to the discovery of these errors, the Company’s management is evaluating the Company’s internal control over financial reporting (“ICFR”) as of December 31, 2025, relating thereto. If, and to the extent that, any material weakness is identified in its ICFR, the Company will provide further specifics on its ICFR and its remediation plan in its Annual Report on Form 10-K for the year ended December 31, 2025.

The Company’s management, the Audit Committee and the Board discussed the matters disclosed in this Item 4.02 with Baker Tilly, the Company’s independent registered public accounting firm.

Next Steps

As a result of the misstatements, the Company plans to restate its consolidated financial statements for each of the Affected Periods, which the Company expects to file with the U.S. Securities and Exchange Commission as soon as it is practicable to do so.

Safe Harbor Statement

This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including statements regarding the Company’s anticipated restatement of the Affected Financials and the intended timing of the filing of reports with the SEC, are forward-looking statements. The Company generally identifies forward-looking statements by using words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “plan,” “position,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions or variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. Forward-looking statements are based on the Company’s current intentions, beliefs and expectations regarding future events based on information that is currently available. The Company cannot guarantee that any forward-looking statement will be accurate. Readers should realize that if underlying assumptions prove inaccurate or if known or unknown risks or uncertainties materialize, actual results could differ materially from the Company’s expectations. Readers are, therefore, cautioned not to place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date of this Current Report on Form 8-K, and, except as required by law, the Company does not undertake any obligation to update any forward-looking statement to reflect new information, events or circumstances.

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:

2/24/2026

BANK OF MARIN BANCORP

By:

/s/ David Bonaccorso

David Bonaccorso

Executive Vice President

and Chief Financial Officer

FAQ

What did Bank of Marin Bancorp (BMRC) disclose about non-reliance on prior financial statements?

Bank of Marin Bancorp’s board concluded that audited 2023–2024 financials and several 2024–2025 interim statements should no longer be relied upon. The issue stems from material errors in classifying certain reciprocal network deposits and related interest expense, prompting plans to restate all affected periods.

Do the Bank of Marin Bancorp restatements affect net income or earnings per share?

The company states the classification errors did not change net income or earnings per share for any affected period. Instead, the restatements primarily reclassify deposits and shift expenses between interest and non-interest categories, altering key performance metrics without changing overall profitability figures.

How are Bank of Marin Bancorp’s deposit balances changing under the restatement?

Certain deposits previously reported as non-interest bearing are being moved to interest-bearing. For example, 2025 year-end non-interest-bearing deposits drop from $1.49 billion to $1.25 billion, with interest-bearing deposits increasing by the same amount, leaving total deposits and equity unchanged.

Which performance metrics are impacted by Bank of Marin Bancorp’s accounting errors?

The company expects adjustments to metrics including non-interest and interest-bearing deposits, interest expense, net interest income, net interest margin, cost of deposits, cost of interest-bearing deposits, and efficiency ratios, both GAAP and non-GAAP. These changes reflect revised funding mix and interest cost allocation.

What internal control steps is Bank of Marin Bancorp taking after identifying these errors?

Management is evaluating internal control over financial reporting as of December 31, 2025, focusing on areas tied to the misclassifications. If any material weakness is identified, the company plans to describe it and outline a remediation plan in its Form 10‑K for the year ended 2025.

What are the next steps for Bank of Marin Bancorp’s restated filings with the SEC?

The company plans to restate consolidated financial statements for all affected periods and file them with the SEC as soon as practicable. It has provided preliminary adjustment tables but notes final restatement figures may differ materially once the process is completed.

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