STOCK TITAN

Bank of Marin Bancorp (BMRC) EVP logs expired options and current holdings

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

Rhea-AI Filing Summary

Bank of Marin Bancorp Executive Vice President Robert Gotelli reported administrative updates to his equity holdings. Three stock option grants expired unexercised: 1,300 options at an exercise price of $22.94 per share on April 1, 2024, 2,200 options at $25.38 on March 2, 2025, and 1,200 options at $24.83 on March 1, 2026. The footnotes state these Form 4 entries are being filed late due to administrative oversight. Gotelli continues to hold 36,460 common shares directly, 17,151.0485 shares indirectly through an ESOP, and multiple remaining option awards with exercise prices mainly in the mid‑$30 to mid‑$40 range expiring between 2027 and 2032.

Positive

  • None.

Negative

  • None.

Insights

Routine option expirations with no open‑market trading and continued equity stake.

Robert Gotelli, an executive at Bank of Marin Bancorp, reported the expiration of three stock option grants that were fully vested but went unexercised. These expirations, at exercise prices between $22.94 and $25.38, remove derivative exposure but do not involve buying or selling shares in the market.

The filing also discloses that these Form 4 updates were submitted late due to “administrative oversight,” which is explicitly noted in the footnotes. While delays are not ideal from a governance standpoint, the transactions themselves are routine compensation events rather than strategic trades.

Gotelli still holds 36,460 common shares directly and 17,151.0485 indirectly via an ESOP as of April 1, 2024, plus several remaining stock option awards with exercise prices from $33.58 to $44.45 expiring between 2027 and 2032. Overall, there is no net buy or sell activity, and the impact on the investment thesis appears neutral.

Insider Gotelli Robert
Role EXECUTIVE VICE PRESIDENT
Type Security Shares Price Value
H Stock Options (Right to Buy) 1,200 $0.00 --
H Stock Options (Right to Buy) 2,200 $0.00 --
H Stock Options (Right to Buy) 1,300 $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 Stock Options (Right to Buy) -- -- --
holding Stock Options (Right to Buy) -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 0 shares (Direct, null); Common Stock — 36,460 shares (Direct, null); Common Stock — 17,151.049 shares (Indirect, By ESOP)
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. A portion of the option expired unexercised on April 1, 2024. The remaining portion of the option was previously exercised and reported on a Form 4 filed on March 3, 2026. This Form 4 is being filed late due to an administrative oversight. Exercisable 33% per year beginning on first anniversary date of grant.
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*
Gotelli Robert

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EXECUTIVE VICE PRESIDENT
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 Stock36,460D
Common Stock17,151.0485IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$22.9404/01/2024H(1)1,30004/01/2019(2)04/01/2024Common Stock1,300$00D
Stock Options (Right to Buy)$25.3803/02/2025H(3)2,20003/02/2018(4)03/02/2025Common Stock2,200$00D
Stock Options (Right to Buy)$24.8303/01/2026H(5)1,20003/01/2019(4)03/01/2026Common Stock2,400$00D
Stock Options (Right to Buy)$34.8 (4)03/01/2027Common Stock1,5601,560D
Stock Options (Right to Buy)$33.58 (4)03/01/2028Common Stock1,7401,740D
Stock Options (Right to Buy)$33.58 (6)03/01/2028Common Stock980980D
Stock Options (Right to Buy)$44.45 (4)03/01/2029Common Stock1,5801,580D
Stock Options (Right to Buy)$40.1 (4)03/02/2030Common Stock1,7701,770D
Stock Options (Right to Buy)$38.25 (4)03/01/2031Common Stock1,1531,153D
Stock Options (Right to Buy)$38.1110/29/202110/29/2031Common Stock1,4291,429D
Stock Options (Right to Buy)$34.03 (4)03/01/2032Common Stock1,9441,944D
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. A portion of the option expired unexercised on April 1, 2024. The remaining portion of the option was previously exercised and reported on a Form 4 filed on March 3, 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)