BMRC EVP awarded 4,701 shares in stock grant

Gotelli Robert reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gotelli Robert reported acquisition or exercise transactions in this Form 4 filing.

Bank of Marin Bancorp executive Robert Gotelli received a grant of 4,701 shares of common stock on March 2, 2026. The award was recorded at a price of $0.00 per share, reflecting a stock-based compensation grant rather than an open-market purchase.

After this grant, Gotelli directly owned 38,672 shares of common stock. He also held several blocks of stock options, each described as a right to buy shares, with post-transaction holdings such as 2,400 options and other smaller option positions that vest over time per the stated schedules.

In addition, there was an indirect holding of 17,151.0485 shares of common stock listed as owned "By ESOP," indicating participation through an employee stock ownership plan. Footnotes explain that certain options become exercisable in stages, typically 33% per year starting on the first anniversary of the grant, with one footnote noting that 33% is exercisable immediately and the remainder vests annually thereafter.

Insider Trade Summary

Grant/Award: 4,701 shares

Grant/Award 11 txns

Insider Gotelli Robert

Role EXECUTIVE VICE PRESIDENT

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,701	$0.00	$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	Stock Options (Right to Buy)	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 38,672 shares (Direct); Stock Options (Right to Buy) — 14,556 contracts (Direct); Common Stock — 17,151.0485 shares (Indirect, By ESOP)

Footnotes (2)

1. F1. Exercisable 33% per year beginning on first anniversary date of grant.
2. F2. Exercisable 33% immediately, then 33% per year beginning on first anniversary date of grant.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BMRC executive Robert Gotelli report on this Form 4?

Robert Gotelli reported receiving a grant of 4,701 shares of Bank of Marin Bancorp common stock on March 2, 2026. The shares were recorded at a price of $0.00 per share, indicating a stock-based award rather than an open-market purchase.

How many BMRC shares does Robert Gotelli own directly after the reported grant?

After the March 2, 2026 grant, Robert Gotelli directly owned 38,672 shares of Bank of Marin Bancorp common stock. This total includes the newly granted 4,701 shares and reflects his updated direct equity position in the company following the award.

What stock option holdings for BMRC does the Form 4 disclose for Robert Gotelli?

The Form 4 lists several stock option positions labeled as rights to buy Bank of Marin Bancorp shares. Post-transaction holdings include blocks such as 2,400 options and other smaller groups, each with specific remaining amounts and vesting schedules described in the accompanying footnotes.

How do the vesting terms work for Robert Gotelli’s BMRC stock options?

Footnotes state that some options become exercisable 33% per year beginning on the first anniversary of the grant. Another footnote explains that 33% is exercisable immediately, with additional 33% portions vesting annually thereafter, creating a staged vesting pattern over multiple years.

What indirect ownership in BMRC shares is reported for Robert Gotelli?

The filing shows an indirect holding of 17,151.0485 Bank of Marin Bancorp common shares described as owned "By ESOP." This indicates that part of Gotelli’s economic interest in company stock is held through an employee stock ownership plan structure.

Does the Form 4 show any BMRC share sales or dispositions by Robert Gotelli?

The transaction summary indicates one acquisition and no disposals, with zero sell transactions reported. The primary reportable event is the grant of 4,701 common shares, while other lines mainly update option and indirect ownership balances without showing sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/04/2026 - 06:53 PM Learn about SEC filing dates

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^*

Gotelli Robert

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		4,701	A	$0	38,672	D
Common Stock								17,151.0485	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$24.83							(1)	03/01/2026	Common Stock	2,400		1,200	D
Stock Options (Right to Buy)	$34.8							(1)	03/01/2027	Common Stock	1,560		1,560	D
Stock Options (Right to Buy)	$33.58							(1)	03/01/2028	Common Stock	1,740		1,740	D
Stock Options (Right to Buy)	$33.58							(2)	03/01/2028	Common Stock	980		980	D
Stock Options (Right to Buy)	$44.45							(1)	03/01/2029	Common Stock	1,580		1,580	D
Stock Options (Right to Buy)	$40.1							(1)	03/02/2030	Common Stock	1,770		1,770	D
Stock Options (Right to Buy)	$38.25							(1)	03/01/2031	Common Stock	1,153		1,153	D
Stock Options (Right to Buy)	$38.11							10/29/2021	10/29/2031	Common Stock	1,429		1,429	D
Stock Options (Right to Buy)	$34.03							(1)	03/01/2032	Common Stock	1,944		1,944	D

Explanation of Responses:

1. Exercisable 33% per year beginning on first anniversary date of grant.

2. Exercisable 33% immediately, then 33% per year beginning on first anniversary date of grant.

	/s/ Krissy Meyer, Attorney-in-Fact	03/04/2026
	** 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.
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