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

Rhea-AI Filing Summary

Bank of Marin Bancorp entered into subordinated note purchase agreements and completed a private placement of $45 million aggregate principal amount of its 6.750% fixed-to-floating rate subordinated notes due 2035. The notes were rated BBB- by Kroll Bond Rating Agency and are being issued as unsecured, subordinated obligations that rank junior to senior indebtedness.

The company plans to use the net proceeds for general corporate purposes, including repositioning its held-to-maturity securities portfolio and providing capital to support organic growth at Bank of Marin. The notes pay a fixed 6.750% interest rate until December 1, 2030, then reset quarterly at Three-Month Term SOFR plus 335 basis points until maturity, with interest paid more frequently in the floating period.

The notes are callable at the company’s option starting December 1, 2030 on interest payment dates, or earlier upon specified regulatory, tax, or investment company events, at 100% of principal plus accrued interest. Acceleration rights are limited mainly to bankruptcy or similar proceedings.

Insights

Bank capital structure analyst

BMRC adds $45M subordinated debt at 6.75% to support growth.

Bank of Marin Bancorp has raised $45 million through fixed-to-floating rate subordinated notes due 2035, rated BBB-. This adds long-dated, Tier 2–type funding that can support balance sheet growth while preserving common equity.

The notes carry a 6.750% fixed coupon until December 1, 2030, then switch to a floating rate of Three-Month Term SOFR plus 335 basis points with quarterly resets. That structure limits interest-rate risk to the issuer over the life of the notes but exposes future interest expense to market rates after the reset date.

Proceeds are earmarked for general corporate purposes, including repositioning the held-to-maturity securities portfolio and supporting organic growth at Bank of Marin. The notes are unsecured and subordinated to senior indebtedness, which is typical for this type of regulatory capital instrument and concentrates repayment risk below depositors and other senior creditors.

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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) November 19, 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.   ☐ 

ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Subordinated Note Offering

On November 19, 2025, Bank of Marin Bancorp, a California corporation (the “Company”)(Nasdaq: BMRC), and parent company of Bank of Marin, issued a press release announcing that it entered into Subordinated Note Purchase Agreements (the “Note Purchase Agreement”) pursuant to which the Company issued and sold $45 million in aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”) to certain investors. The Notes were rated BBB- by Kroll Bond Rating Agency. The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder. The Company intends to use the net proceeds from the offering for general corporate purposes including the repositioning of its held-to-maturity securities portfolio and providing capital to support the organic growth of the Company's wholly owned subsidiary, Bank of Marin.

The Notes will mature on December 1, 2035. From and including November 19, 2025, to, but excluding, December 1, 2030 or the date of earlier redemption, the Company will pay interest on the Notes semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2026, at a fixed interest rate of 6.750% per annum. From and including December 1, 2030, to, but excluding, the maturity date or the date of earlier redemption (the “Floating Rate Period”) the Company will pay interest on the Notes at a floating interest rate. The floating interest rate will be reset quarterly, and the interest rate for any Floating Rate Period shall be equal to the then-current Three-Month Term SOFR (as defined in the Notes) plus 335 basis points for each quarterly interest period during the Floating Rate Period. Interest payable on the Notes during the Floating Rate Period will be paid quarterly in arrears on March 1, June 1, September 1 and December 1, of each year, commencing on March 1, 2031. Notwithstanding the foregoing, in the event that the benchmark rate is less than zero, the benchmark rate shall be deemed to be zero.

The Company may, at its option, redeem the Notes (i) in whole or in part beginning with the interest payment date of December 1, 2030, and on any interest payment date thereafter, or (ii) in whole, but not in part, upon the occurrence of a “Tier 2 Capital Event,” a “Tax Event,” or “Investment Company Event” (each as defined in the Notes). The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued, but unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of any and all required federal and state regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations.

There is no right of acceleration of maturity of the Notes in the case of default in the payment of principal of, or interest on, the Notes or in the performance of any other obligation of the Company under the Notes. The Notes provide that holders of the Notes may accelerate payment of indebtedness only upon the Company’s bankruptcy, insolvency, reorganization, receivership or other similar proceedings.

The Notes are general unsecured, subordinated obligations of the Company and rank junior to all of its existing and future Senior Indebtedness (as defined in the Notes), including all of its general creditors. The Notes will be equal in right of payment with any of the Company’s existing and future subordinated indebtedness, and will be senior to the Company’s obligations relating to any junior subordinated debt securities issued to the Company’s subsidiary trusts. In addition, the Notes are effectively subordinated to all secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness.

The foregoing descriptions of the Notes and the Note Purchase Agreement does not purport to be complete and are each qualified in their entirety by reference to the full text of the forms of such

agreements, which are attached as Exhibits 4.1 and 10.1, respectively, and incorporated herein by reference.

ITEM 2.03     CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth in Item 1.01 is incorporated herein by reference.

ITEM 7.01     REGULATION FD DISCLOSURE

On November 19, 2025, the Company issued a press release announcing the completion of the offering of the Notes, which is furnished as Exhibit 99.1.

Additionally, furnished as Exhibit 99.2 is a copy of an investor presentation that was utilized by the Company in conducting the offering.

The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)        Exhibits.

Exhibit No.			Description
4.1			Form of 6.750% Fixed-to-Floating Rate Subordinated Note due December 1, 2035
10.1			Form of Subordinated Note Purchase Agreement, dated as of November 19, 2025
99.1			Press release dated November 19, 2025
99.2			Form of investor 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:

November 19, 2025

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) announce in this 8-K?

Bank of Marin Bancorp announced it entered into subordinated note purchase agreements and completed a private placement of $45 million of 6.750% fixed-to-floating rate subordinated notes due 2035.

How much capital did BMRC raise and on what terms?

BMRC issued and sold $45 million in aggregate principal amount of subordinated notes with a fixed 6.750% interest rate until December 1, 2030, then a floating rate of Three-Month Term SOFR plus 335 basis points until 2035.

How will Bank of Marin Bancorp use the subordinated note proceeds?

The company intends to use the net proceeds for general corporate purposes, including repositioning its held-to-maturity securities portfolio and providing capital to support the organic growth of Bank of Marin.

When do BMRC’s new subordinated notes mature and when can they be redeemed?

The notes mature on December 1, 2035. BMRC may redeem them, at its option, in whole or in part beginning on the December 1, 2030 interest payment date and on any interest payment date thereafter, or in whole upon specified capital, tax, or investment company events, at 100% of principal plus accrued interest, subject to required regulatory approvals.

What is the credit rating and ranking of BMRC’s new subordinated notes?

The notes were rated BBB- by Kroll Bond Rating Agency. They are general unsecured, subordinated obligations that rank junior to all existing and future senior indebtedness and are effectively subordinated to secured debt to the extent of the collateral.

How often will interest be paid on BMRC’s subordinated notes?

During the fixed-rate period to December 1, 2030, interest will be paid semi-annually on June 1 and December 1 each year. During the floating rate period from December 1, 2030 to maturity, interest will be paid quarterly on March 1, June 1, September 1, and December 1.

Are there acceleration rights on BMRC’s subordinated notes in case of default?

There is no right to accelerate maturity for nonpayment of principal or interest or other covenant defaults. Holders may accelerate payment only upon bankruptcy, insolvency, reorganization, receivership, or similar proceedings involving the company.