STOCK TITAN

Bank of Marin Bancorp (BMRC) director reports option expirations and holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bank of Marin Bancorp director Russell A. Colombo reported the expiration of several stock option awards. Options for 8,400 shares of common stock at an exercise price of $22.94 per share expired unexercised on April 1, 2024. Additional options for 14,340 shares at $25.38 per share expired unexercised on March 2, 2025, and options for 14,820 shares at $24.83 per share expired unexercised on March 1, 2026. Footnotes state these options had fully vested years earlier and that the related Form 4 reports were filed late due to an administrative oversight.

Colombo continues to hold common stock indirectly through an IRA with 13,692 shares and as trustee of the Colombo Family Trust with 43,560 shares, along with 2,551 shares held directly. He also retains multiple stock option positions covering 4,723, 7,430, 10,030, 11,540, 5,420 and 10,360 underlying shares at exercise prices between $33.58 and $44.45 per share, with expiration dates from March 1, 2027 through March 1, 2031.

Positive

  • None.

Negative

  • None.
Insider Colombo Russell A
Role null
Type Security Shares Price Value
H Stock Options (Right to Buy) 14,820 $0.00 --
H Stock Options (Right to Buy) 14,340 $0.00 --
H Stock Options (Right to Buy) 8,400 $0.00 --
holding Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 0 shares (Direct, null); Common Stock — 43,560 shares (Indirect, As Trustee of Colombo Family Trust); Common Stock — 2,551 shares (Direct, null)
Footnotes (1)
  1. The stock option was granted on April 1, 2014 and vested in equal annual installments over five years, becoming fully exercisable on April 1, 2019. The option expired unexercised on April 1, 2024. This Form 4 is being filed late due to an administrative oversight. Exercisable 20% per year beginning on first anniversary date of grant. The stock option was granted on March 2, 2015 and vested in equal annual installments over three years, becoming fully exercisable on March 2, 2018. The option expired unexercised on March 2, 2025. This Form 4 is being filed late due to an administrative oversight. Exercisable 33% per year beginning on first anniversary date of grant. The stock option was granted on March 1, 2016 and vested in equal annual installments over three years, becoming fully exercisable on March 1, 2019. The option expired unexercised on March 1, 2026. This Form 4 is being filed late due to an administrative oversight. Exercisable 33% per year beginning on first anniversary date of grant.
Expired options 8,400 shares at $22.94 Stock options expired unexercised on April 1, 2024
Expired options 14,340 shares at $25.38 Stock options expired unexercised on March 2, 2025
Expired options 14,820 shares at $24.83 Stock options expired unexercised on March 1, 2026
IRA holdings 13,692 shares Common stock held indirectly by IRA as of April 1, 2024
Family trust holdings 43,560 shares Common stock held indirectly as trustee of Colombo Family Trust
Direct common stock 2,551 shares Common stock held directly as of April 1, 2024
Outstanding options 4,723 shares at $38.25 Stock options expiring March 1, 2031
Outstanding options 10,360 shares at $34.80 Stock options expiring March 1, 2027
Stock Options (Right to Buy) financial
"security_title: Stock Options (Right to Buy)"
derivative expiration/cancellation financial
"transaction_action: derivative expiration/cancellation"
administrative oversight regulatory
"This Form 4 is being filed late due to an administrative oversight."
IRA financial
"nature_of_ownership: By IRA"
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
trustee financial
"nature_of_ownership: As Trustee of Colombo Family Trust"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
vested in equal annual installments financial
"The stock option was granted ... and vested in equal annual installments over five years"
SEC Form 4
FORM 4UNITED 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*
Colombo Russell A

(Last)(First)(Middle)
504 REDWOOD BLVD., SUITE 100

(Street)
NOVATO CALIFORNIA 94947

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Bank of Marin Bancorp [ BMRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock43,560IAs Trustee of Colombo Family Trust
Common Stock2,551D
Common Stock13,692IBy IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$22.9404/01/2024H(1)8,40004/01/2019(2)04/01/2024Common Stock8,400$00D
Stock Options (Right to Buy)$25.3803/02/2025H(3)14,34003/02/2018(4)03/02/2025Common Stock14,340$00D
Stock Options (Right to Buy)$24.8303/01/2026H(5)14,82003/01/2019(4)03/01/2026Common Stock14,820$00D
Stock Options (Right to Buy)$34.8 (4)03/01/2027Common Stock10,36010,360D
Stock Options (Right to Buy)$33.58 (6)03/01/2028Common Stock5,4205,420D
Stock Options (Right to Buy)$33.58 (4)03/01/2028Common Stock11,54011,540D
Stock Options (Right to Buy)$44.45 (4)03/01/2029Common Stock10,03010,030D
Stock Options (Right to Buy)$40.1 (4)03/02/2030Common Stock7,4307,430D
Stock Options (Right to Buy)$38.25 (4)03/01/2031Common Stock4,7234,723D
Explanation of Responses:
1. The stock option was granted on April 1, 2014 and vested in equal annual installments over five years, becoming fully exercisable on April 1, 2019. The option expired unexercised on April 1, 2024. This Form 4 is being filed late due to an administrative oversight.
2. Exercisable 20% per year beginning on first anniversary date of grant.
3. The stock option was granted on March 2, 2015 and vested in equal annual installments over three years, becoming fully exercisable on March 2, 2018. The option expired unexercised on March 2, 2025. This Form 4 is being filed late due to an administrative oversight.
4. Exercisable 33% per year beginning on first anniversary date of grant.
5. The stock option was granted on March 1, 2016 and vested in equal annual installments over three years, becoming fully exercisable on March 1, 2019. The option expired unexercised on March 1, 2026. This Form 4 is being filed late due to an administrative oversight.
6. Exercisable 33% per year beginning on first anniversary date of grant.
/s/ Krissy Meyer, Attorney-in-Fact05/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did BMRC director Russell A. Colombo report?

Russell A. Colombo reported stock option expirations, not open-market trades. Options covering 8,400, 14,340 and 14,820 Bank of Marin Bancorp shares expired unexercised on April 1, 2024, March 2, 2025 and March 1, 2026, after having fully vested in prior years.

Were the BMRC stock options exercised before they expired?

The filing shows the options expired unexercised. Awards for 8,400 shares at $22.94, 14,340 shares at $25.38 and 14,820 shares at $24.83 per share all reached their stated expiration dates without being exercised into Bank of Marin Bancorp common stock.

Why was the BMRC Form 4 for Russell A. Colombo filed late?

Footnotes state the Form 4 reports were filed late due to an administrative oversight. This explanation is given for the option grants that expired on April 1, 2024, March 2, 2025 and March 1, 2026, indicating the delay related to internal administrative processing rather than the underlying option terms.

What Bank of Marin Bancorp shares does Russell A. Colombo still hold?

After the reported expirations, Colombo holds 2,551 Bank of Marin Bancorp common shares directly, 13,692 shares indirectly through an IRA, and 43,560 shares indirectly as trustee of the Colombo Family Trust, reflecting his remaining equity stake as shown in this Form 4.

What BMRC stock options does Russell A. Colombo still have outstanding?

He retains several stock option grants on Bank of Marin Bancorp common stock, including 4,723 shares at $38.25 expiring March 1, 2031 and additional grants of 7,430, 10,030, 11,540, 5,420 and 10,360 underlying shares with exercise prices from $33.58 to $44.45 expiring between 2027 and 2030.

Does the BMRC Form 4 show any buying or selling of common stock?

The Form 4 focuses on option expirations and current holdings rather than open-market trades. It does not list purchases or sales of Bank of Marin Bancorp common stock, instead updating share counts held directly, via an IRA and through the Colombo Family Trust.