Bank of Marin Bancorp Insider Adds 11,637 Total Shares After Equity Fee

Rhea-AI Filing Summary

On 07/01/2025, Bank of Marin Bancorp (BMRC) director Nicolas C. Anderson disclosed the receipt of 992 common shares valued at $24.05 per share, as reported in a Form 4 filed on 07/02/2025. The shares were issued as payment for board service (transaction code J), raising Anderson’s direct ownership to 11,637 shares. No derivative securities were involved.

This is a routine, non-open-market equity compensation event. Although it slightly deepens the director’s equity stake and helps align incentives with shareholders, the modest size relative to BMRC’s total shares outstanding means the filing is unlikely to influence near-term trading dynamics or valuation.

Insights

Corporate Governance Analyst

TL;DR: Routine director fee paid in stock; negligible market impact.

The J-code transaction indicates a board-approved, non-open-market share issuance. Such equity payments strengthen alignment between directors and investors, but 992 shares—worth roughly $24k—represent an immaterial fraction of BMRC’s float. No red flags or unusual structures appear, and direct ownership rises to 11,637 shares, a level too small to alter control dynamics. Overall, governance practices remain conventional, with neutral investor impact.

Portfolio Manager

TL;DR: Insignificant insider acquisition; no portfolio action warranted.

From a portfolio perspective, this filing carries little weight. The acquisition stems from standard compensation, not an opportunistic buy, so it offers limited insight into management’s view of valuation. Volume is minimal versus average daily trading, providing no liquidity signal. Consequently, the disclosure is logged for completeness but does not influence position sizing or investment thesis.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Anderson Nicolas C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		J(1)		992	A	$24.05	11,637	D

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

Explanation of Responses:

1. Shares received in payment of Director fee

	/s/ Krissy Meyer, Attorney-in-Fact	07/02/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many BMRC shares did Director Nicolas C. Anderson receive?

He received 992 common shares on 07/01/2025.

What was the transaction price for the BMRC shares?

The shares were valued at $24.05 each, issued as compensation.

How many BMRC shares does Anderson own after the transaction?

His direct ownership totals 11,637 shares following the issuance.

Was the transaction an open-market purchase?

No. It was a non-open-market issuance coded "J" for director fee payment.

Does this Form 4 indicate any derivative securities activity?

No derivative securities were acquired or disposed of in this filing.