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

Rhea-AI Filing Summary

Key event: On 22 Jul 2025 NexPoint Real Estate Finance (NYSE:NREF) closed the $60 million sale of the 204-unit Hudson Montford multifamily property in Charlotte, NC. After $32.7 million of transaction costs, net cash proceeds were $27.3 million, producing a one-time $3.3 million gain.

Balance-sheet impact (pro forma 31 Mar 2025):

• Cash & equivalents increase to $46.6 million (+$27.3 million).
• Real-estate investments decline to $65.0 million (-$55.9 million).
• Mortgage debt falls to $63.5 million (-$31.9 million); total liabilities contract by $32.2 million to $4.75 billion.
• Stockholders’ equity rises $3.3 million to $347.0 million.

Earnings impact: Excluding Montford is slightly dilutive to Q1-25 basic EPS (-$0.02 to $0.92) but accretive to FY-24 basic EPS (+$0.10 to $1.12) as the asset carried higher expenses than revenues. Common and preferred dividends are unchanged.

Strategic takeaway: The disposal recycles capital from a lower-margin asset, improves liquidity and modestly delevers the balance sheet with limited effect on near-term profitability.

Positive

• $27.3 million net cash inflow boosts liquidity to $46.6 million.
• Mortgage debt reduced by $31.9 million, modestly lowering leverage.
• FY-2024 pro-forma basic EPS rises 10 % to $1.12, indicating accretion.
• One-time $3.3 million gain increases shareholder equity.

Negative

• Q1-2025 basic EPS falls $0.02 due to lost rental income.
• Real-estate asset base shrinks by $55.9 million, reducing diversification.

Insights

Financial Analyst

TL;DR: Sale strengthens liquidity, trims debt and is modestly EPS-accretive for FY-24—overall credit-positive.

The $60 million Montford divestiture frees $27 million in cash and wipes nearly $32 million of mortgage debt, improving net leverage. Pro-forma equity ticks up 1 %, demonstrating value creation despite sizable closing costs. While Q1-25 EPS slips 2 cents, FY-24 EPS rises 10 cents, signalling the property was margin-dilutive. With ample CRE market headwinds, moving out of a single-asset exposure into cash enhances optionality for higher-yield deployments or further debt reduction. Transaction was arm’s-length despite related-party links, mitigating governance concerns.

Real Estate Investment Specialist

TL;DR: Asset sale exits a tertiary Charlotte deal at book value, redeployable capital outweighs lost NOI.

Montford’s book value was $55.9 million, implying a 7.3 % premium on sale price before fees—a respectable exit in a cooling multifamily market. The property contributed only $3.45 million annualised revenue but required heavy operating spend. Eliminating those costs lifts pro-forma margins, evidenced by the FY-24 EPS bump. Reduced mortgages ease interest-rate risk. Downside is diminished geographic diversification and near-term rental income, but overall portfolio quality and balance-sheet flexibility improve.

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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 28, 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 (§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 7 - Regulation FD

Item 7.01     Regulation FD Disclosure

Bank of Marin Bancorp (Nasdaq BMRC), parent company of Bank of Marin, announced that President and Chief Executive Officer Tim Myers, and Executive Vice President and Chief Financial Officer David Bonaccorso will participate in the Keefe Bruyette & Woods Community Bank Investor Conference July 28-30, 2025.

A copy of the presentation will be available on Bank of Marin's website at http://www.bankofmarin.com under “Investor Relations/News & Market Data/Presentations” on July 28, 2025. Refer to the KBW Community Investor Conference

The presentation is furnished as Exhibit 99.1 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits.

Exhibit No.			Description
99.1			KBW Community Bank Investor Conference
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:

7/28/2025

BANK OF MARIN BANCORP

By:

/s/ David Bonaccorso

David Bonaccorso

Executive Vice President

and Chief Financial Officer

FAQ

Why did NREF sell the Hudson Montford property?

Management sought to recycle capital from a low-margin asset, cut mortgage debt and improve liquidity.

How much cash did NREF receive from the sale?

$27.3 million after transaction costs.

What is the impact on NREF's earnings per share?

FY-2024 basic EPS increases to $1.12 (+$0.10), while Q1-2025 EPS dips to $0.92 (-$0.02).

How does the sale affect NREF's debt levels?

Mortgage payable declines by $31.9 million, reducing interest expense risk.

Is the transaction related-party and was it arm’s-length?

Yes, a director has interests in NexBank Capital, but the agreement was negotiated on an arm’s-length basis.