Bank of Marin (BMRC) EVP awarded 6,454 shares, with 721 withheld for tax

Rhea-AI Filing Summary

Bank of Marin Bancorp Executive Vice President Brandi Campbell reported equity compensation and related tax withholding transactions in company stock. On March 2, 2026, Campbell received a grant of 6,454 shares of common stock at a stated price of $0.00 per share as a stock award.

To cover tax obligations, a total of 721 shares of common stock were disposed of through two tax-withholding transactions coded “F” on March 2 and March 3, 2026, at prices of $25.06 and $25.03 per share. After these transactions, Campbell directly held 25,357 common shares and also had 2,326.0639 common shares held indirectly through an ESOP, along with several stock option positions with updated outstanding amounts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Campbell Brandi

(Last) (First) (Middle)

504 REDWOOD BLVD., SUITE 100

(Street)

NOVATO CA 94947

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bank of Marin Bancorp [ BMRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXECUTIVE VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		A		6,454	A	$0	26,078	D
Common Stock	03/02/2026		F		468	D	$25.06	25,610	D
Common Stock	03/03/2026		F		253	D	$25.03	25,357	D
Common Stock								2,326.0639	I	ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$40.1							(1)	03/02/2030	Common Stock	300		300	D
Stock Options (Right to Buy)	$38.25							(1)	03/01/2031	Common Stock	926		926	D
Stock Options (Right to Buy)	$38.11							10/29/2021	10/29/2031	Common Stock	1,829		1,829	D
Stock Options (Right to Buy)	$34.03							(1)	03/01/2032	Common Stock	1,709		1,709	D

Explanation of Responses:

1. Exercisable 33% per year beginning on first anniversary date of grant.

	/s/ Krissy Meyer, Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did BMRC executive Brandi Campbell report on this Form 4?

Brandi Campbell reported a grant of 6,454 shares of Bank of Marin Bancorp common stock and two tax-withholding dispositions totaling 721 shares. These transactions reflect equity compensation and shares withheld to satisfy tax liabilities, not open-market purchases or sales.

How many Bank of Marin Bancorp (BMRC) shares did Brandi Campbell receive as an award?

Brandi Campbell received a stock award of 6,454 common shares on March 2, 2026 at a stated price of $0.00 per share. This represents an equity compensation grant rather than a market transaction, increasing her direct ownership before tax withholding.

How many BMRC shares were used to cover Brandi Campbell’s tax obligations?

A total of 721 common shares were disposed of for tax withholding, via two “F” coded transactions of 468 shares at $25.06 and 253 shares at $25.03 per share. These transactions settled tax liabilities related to her equity award.

What is Brandi Campbell’s direct Bank of Marin Bancorp share ownership after these transactions?

Following the reported grant and tax-withholding dispositions, Brandi Campbell directly held 25,357 shares of Bank of Marin Bancorp common stock. This figure reflects her direct position after both the 6,454-share award and the 721 shares used for tax withholding.

Does Brandi Campbell have any indirect or ESOP holdings in Bank of Marin Bancorp stock?

Yes. In addition to directly held shares, Brandi Campbell reported 2,326.0639 common shares held indirectly through an ESOP. This ESOP position is separate from her directly owned shares and reflects additional economic exposure to Bank of Marin Bancorp stock.

What stock option positions did Brandi Campbell report related to Bank of Marin Bancorp?

Brandi Campbell reported several stock option positions labeled “Stock Options (Right to Buy)” with updated outstanding amounts of 300, 926, 1,829, and 1,709 options. These represent rights to purchase BMRC shares under existing option grants.