Bank of Marin Director Adds 992 Shares; Ownership Now 3,897

Rhea-AI Filing Summary

Form 4 Overview: Bank of Marin Bancorp (BMRC) director Cigdem Gencer reported an equity transaction dated 07/01/2025. The filing shows the acquisition of 992 common shares at a reference value of $24.05 per share, coded “J,” indicating the shares were received for a reason other than an open-market purchase or sale. The explanatory footnote clarifies the shares were issued in payment of the director’s fee.

Following the transaction, Gencer’s direct beneficial ownership increased to 3,897 shares. No derivative securities were reported. The form was signed on 07/02/2025 by an attorney-in-fact.

Materiality Assessment: The added stake is modest—worth roughly US$24,000—so it does not meaningfully alter insider ownership percentages or the company’s capital structure. Nevertheless, insider equity compensation can be interpreted as aligning director incentives with shareholder interests.

Insights

Securities Analyst

TL;DR: Director awarded 992 shares; small, routine, neutral impact.

The filing documents a standard equity-based director fee. At ~US$24k, the size is immaterial to BMRC’s market cap and trading liquidity. No open-market buying signal is present, so the event neither indicates insider bullishness nor raises dilution concerns. I classify the disclosure as routine governance housekeeping with minimal investment ramifications.

Corporate Governance Expert

TL;DR: Equity compensation maintains alignment; financially insignificant.

Paying directors in stock can strengthen long-term alignment, but only if share awards are meaningful relative to total compensation. This grant keeps Gencer’s holdings under 4,000 shares, suggesting limited skin-in-the-game. There are no red flags—no preferential pricing, no derivative structures, and the form was timely filed. Overall, governance impacts are neutral.

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
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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^*

Gencer Cigdem

(Last) (First) (Middle)

504 REDWOOD BOULEVARD, 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	3,897	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

What did the BMRC Form 4 filed on 07/02/2025 disclose?

Director Cigdem Gencer received 992 BMRC common shares as payment for board service on 07/01/2025.

How many Bank of Marin Bancorp shares does Cigdem Gencer now own?

After the transaction, Gencer directly owns 3,897 BMRC shares.

Was the transaction an open-market purchase?

No. The code “J” and the footnote specify the shares were issued in lieu of a cash director fee, not bought on the market.

What was the reference price for the shares issued?

The filing lists a value of $24.05 per share for the 992 shares.

Does this Form 4 have material impact on BMRC’s share count?

No. The issuance is immaterial relative to BMRC’s total outstanding shares and market capitalization.