STOCK TITAN

Bank of Marin (NASDAQ: BMRC) EVP reports option expirations and holdings update

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

Rhea-AI Filing Summary

Bank of Marin Bancorp executive vice president Misako reported the expiration of several older stock option grants with no open‑market trades. Options to buy 520 shares at $22.94 expired on April 1, 2024, 820 shares at $25.38 expired on March 2, 2025, and 900 shares at $24.83 expired on March 1, 2026, all unexercised. After these changes, Misako holds 27,785 shares of Bank of Marin Bancorp common stock directly, 4,623.5366 shares indirectly through an ESOP, and multiple remaining stock option awards with exercise prices between $33.58 and $44.45. Footnotes state the Form 4s for the expired grants were filed late due to administrative oversight.

Positive

  • None.

Negative

  • None.
Insider Stewart Misako
Role EXECUTIVE VICE PRESIDENT
Type Security Shares Price Value
H Stock Options (Right to Buy) 900 $0.00 --
H Stock Options (Right to Buy) 820 $0.00 --
H Stock Options (Right to Buy) 520 $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 Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 0 shares (Direct, null); Common Stock — 27,785 shares (Direct, null); Common Stock — 4,623.537 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 the 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.
Expired options 520 shares at $22.94 Option on Common Stock expired unexercised on April 1, 2024
Expired options 820 shares at $25.38 Option on Common Stock expired unexercised on March 2, 2025
Expired options 900 shares at $24.83 Option on Common Stock expired unexercised on March 1, 2026
Direct common shares 27,785.0000 shares Common Stock directly owned as of April 1, 2024
Indirect ESOP shares 4,623.5366 shares Common Stock held indirectly BY ESOP as of April 1, 2024
Remaining option position 1,194 shares at $34.03 Stock Options (Right to Buy), expiration March 1, 2032
Remaining option position 1,676 shares at $38.11 Stock Options (Right to Buy), expiration October 29, 2031
Remaining option position 620 shares at $44.45 Stock Options (Right to Buy), expiration March 1, 2029
Stock Options (Right to Buy) financial
"security_title": "Stock Options (Right to Buy)""
derivative expiration/cancellation financial
"transaction_action": "derivative expiration/cancellation""
ESOP financial
"nature_of_ownership": "BY ESOP""
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
Form 4 regulatory
"This Form 4 is being filed late due to an administrative oversight"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
administrative oversight regulatory
"being filed late due to an administrative oversight"
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*
Stewart Misako

(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 Stock27,785D
Common Stock4,623.5366IBY 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)52004/01/2019(2)04/01/2024Common Stock520$00D
Stock Options (Right to Buy)$25.3803/02/2025H(3)82003/02/2018(4)03/02/2025Common Stock820$00D
Stock Options (Right to Buy)$24.8303/01/2026H(5)90003/01/2019(4)03/01/2026Common Stock900$00D
Stock Options (Right to Buy)$34.8 (4)03/01/2027Common Stock640640D
Stock Options (Right to Buy)$33.58 (4)03/01/2028Common Stock740740D
Stock Options (Right to Buy)$44.45 (4)03/01/2029Common Stock620620D
Stock Options (Right to Buy)$40.1 (4)03/02/2030Common Stock610610D
Stock Options (Right to Buy)$38.25 (4)03/01/2031Common Stock398398D
Stock Options (Right to Buy)$38.1110/29/202110/29/2031Common Stock1,6761,676D
Stock Options (Right to Buy)$34.03 (4)03/01/2032Common Stock1,1941,194D
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 the 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.
/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 did Bank of Marin (BMRC) executive Misako report in this Form 4?

Misako reported that several older stock option grants expired unexercised, covering 520, 820, and 900 underlying shares. These were compensation-related derivatives, with no open-market share purchases or sales disclosed in the transactions.

Were any Bank of Marin (BMRC) shares bought or sold in this filing?

No open-market purchases or sales were reported. The Form 4 shows expirations and existing holdings of stock options and common shares, not new buy or sell transactions, so it mainly updates Misako’s equity position records.

How many Bank of Marin (BMRC) shares does Misako hold after these updates?

After the reported changes, Misako holds 27,785 Bank of Marin common shares directly and 4,623.5366 shares indirectly through an ESOP. These positions are separate from her remaining stock options, which give rights to buy additional shares at preset prices.

What stock options for Bank of Marin (BMRC) expired for Misako?

Options to buy 520 shares at $22.94 expired on April 1, 2024, 820 shares at $25.38 expired on March 2, 2015, and 900 shares at $24.83 expired on March 1, 2026, each unexercised according to the footnotes.

What Bank of Marin (BMRC) stock options does Misako still hold?

Misako retains multiple option grants on Bank of Marin common stock, including 1,194 shares at $34.03, 1,676 shares at $38.11, and several others with exercise prices up to $44.45, expiring between 2027 and 2032.

Why were some Bank of Marin (BMRC) option expirations reported late?

Footnotes explain that options expiring on April 1, 2024, March 2, 2025, and March 1, 2026 were reported late due to administrative oversight. The notes also describe each grant’s vesting schedule and confirm they expired unexercised on the stated dates.