Bank of Marin (NASDAQ: BMRC) CEO logs stock grant and tax-related share disposals

Rhea-AI Filing Summary

Bank of Marin Bancorp President & CEO Timothy D. Myers reported equity compensation and related tax transactions in company stock. On March 2, he received a grant of 37,403 shares of common stock at no cost, increasing his direct holdings to 137,662.3268 shares. To cover tax obligations, he disposed of 1,697 shares at $25.06 on March 2 and 1,037 shares at $25.03 on March 3 through share withholding, leaving 134,928.3268 shares held directly. He also reports 14,786.186 shares of common stock held indirectly through an ESOP and several stock option positions with staged vesting based on annual exercisability schedules.

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

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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^*

Myers Timothy D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

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		37,403	A	$0	137,662.3268	D
Common Stock	03/02/2026		F		1,697	D	$25.06	135,965.3268	D
Common Stock	03/03/2026		F		1,037	D	$25.03	134,928.3268	D
Common Stock								14,786.186	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)	$34.8							(1)	03/01/2027	Common Stock	3,720		3,720	D
Stock Options (Right to Buy)	$33.58							(2)	03/01/2028	Common Stock	2,000		2,000	D
Stock Options (Right to Buy)	$33.58							(1)	03/01/2028	Common Stock	4,140		4,140	D
Stock Options (Right to Buy)	$44.45							(1)	03/01/2029	Common Stock	3,600		3,600	D
Stock Options (Right to Buy)	$40.1							(1)	03/02/2030	Common Stock	2,670		2,670	D
Stock Options (Right to Buy)	$38.25							(1)	03/01/2031	Common Stock	2,099		2,099	D
Stock Options (Right to Buy)	$38.11							10/29/2021	10/29/2031	Common Stock	3,616		3,616	D
Stock Options (Right to Buy)	$34.03							(1)	03/01/2032	Common Stock	4,629		4,629	D

Explanation of Responses:

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

2. Exercisable 33% immediately, then 33% per year 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).
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FAQ

What insider transactions did BMRC CEO Timothy D. Myers report?

Timothy D. Myers reported a stock grant and related tax-withholding dispositions. He received 37,403 Bank of Marin Bancorp common shares as an award, then disposed of small share amounts to satisfy tax liabilities, as reflected in the Form 4 transactions.

How many Bank of Marin Bancorp shares did the CEO acquire in this Form 4?

The CEO acquired 37,403 shares of Bank of Marin Bancorp common stock as a grant at a price of $0.00 per share. This grant significantly increased his directly held ownership stake as disclosed in the filing.

Were any Bank of Marin Bancorp shares sold on the open market in this filing?

The filing shows share dispositions for tax withholding, not open-market sales. Two transactions coded “F” disposed of 1,697 and 1,037 common shares to cover tax liabilities by delivering shares back, rather than ordinary market selling.

What are Timothy D. Myers’ Bank of Marin Bancorp share holdings after these transactions?

After the reported transactions, Myers directly holds 134,928.3268 Bank of Marin Bancorp common shares. He also has an indirect interest in 14,786.186 common shares held through an ESOP, plus several stock option positions with specified exercisability schedules.

What stock option positions are disclosed for the BMRC CEO in this Form 4?

The Form 4 lists multiple stock option holdings described as rights to buy Bank of Marin Bancorp shares. Footnotes state these options typically become exercisable in 33% annual increments, beginning either immediately or on the first anniversary of the grant date.

Does this Bank of Marin Bancorp Form 4 indicate a change in control or large insider sale?

The Form 4 reflects a stock grant and tax-withholding dispositions, not a large discretionary sale or change in control. The CEO’s overall ownership position increases due to the grant, with only relatively small share amounts used to satisfy tax obligations.