[Form 4] Bank of Marin Bancorp Insider Trading Activity

Rhea-AI Filing Summary

Morgan Stanley Finance LLC is issuing $2.508 million of Trigger Performance Leveraged Upside Securities (PLUS) maturing 6 July 2028. Each $1,000 note is an unsecured obligation of MSFL, fully and unconditionally guaranteed by Morgan Stanley, and will pay no periodic interest.

Pay-off structure

• Upside: If the final level of each index (S&P 500 & Russell 2000) exceeds its initial level, investors receive principal plus 136 % of the worst performer’s gain.
• Par: If either index is ≤ its initial level but both remain ≥ 70 % of the initial, only principal is returned.
• Downside: If either index closes below its 70 % downside threshold (SPX 4,343.465 / RTY 1,522.525), repayment equals principal × performance of the worst performer, exposing investors to 1 % loss for every 1 % decline; the payment can fall to $0.

Key terms

• Issue/Strike/Pricing date: 30 June 2025  |  Maturity: 6 July 2028 (3-year tenor)
• Initial levels: SPX 6,204.95; RTY 2,175.035
• Estimated value on pricing date: $972.30 (97.23 % of issue price) reflecting structuring & hedging costs
• No listing; secondary liquidity solely through MS&Co, which is not obligated to make a market
• Aggregate commissions to dealers: up to $6.25 per note (sold only through fee-based advisory accounts)
• Minimum denomination: $1,000; CUSIP 61778KF44

Risk highlights

• Principal at risk; no minimum repayment
• Linked to the worst performing index, eliminating diversification benefits
• Subject to Morgan Stanley credit risk; MSFL has no independent operations
• Estimated value < issue price; expected secondary price lower than par
• Limited or no secondary market; investors should be prepared to hold to maturity

Positive

• 136 % upside participation if both indices finish above their initial levels, enhancing equity gains.
• 30 % downside buffer (threshold at 70 % of initial) before capital is at risk of loss.
• Full guarantee by Morgan Stanley adds investment-grade credit backing compared with non-guaranteed issuers.

Negative

• No principal protection: a fall below the 70 % threshold in either index results in proportional losses up to 100 %.
• Worst-performer feature removes diversification benefit and raises loss probability versus single-index notes.
• Estimated value is only 97.23 % of issue price, indicating an initial 2.77 % cost to investors.
• No exchange listing; liquidity depends solely on MS&Co and may be limited or unavailable.
• Product pays zero interest, so negative carry if held in margin or versus inflation.

Insights

Structured-Products Analyst

TL;DR – 3-year note offers 136 % upside leverage but full downside after 30 % buffer.

The offering is a conventional dual-index Trigger PLUS with modest size ($2.5 m). Investors gain above-par exposure if both SPX and RTY finish positive, yet face uncapped losses if either breaches its 70 % barrier. The 136 % leverage is in line with similar maturities, while the estimated value of 97.23 % shows typical 2.8 % structuring drag. Absence of exchange listing and reliance on MS&Co for liquidity raise exit-cost concerns. Credit exposure to Morgan Stanley remains IG, but widening spreads could hit secondary pricing. Overall, product suits tactical bullish investors who can stomach equity drawdowns and illiquidity; impact on Morgan Stanley’s balance sheet is immaterial.

Risk Analyst

TL;DR – Downside buffer only to –30 %; worst-of design magnifies loss probability.

The worst-performer mechanic means the probability of triggering principal loss exceeds that of a single-index note, particularly given RTY’s higher volatility. Historical swings show RTY has dropped >30 % several times since 2020, underscoring tail-risk. Investors also accept issuer credit risk and a secondary market likely discounted by bid-offer and spread adjustments. With no interim coupons, total return is path-dependent and back-ended. Tax treatment as a prepaid forward contract is untested and could change. These factors make the security appropriate only for sophisticated clients with clear risk appetite.

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^*

Kennedy Kevin R

(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
	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								10,080	I	By Roth IRA
Common Stock								100	I	By SIMPLE IRA
Common Stock	07/01/2025		J		992	A	$24.05	28,276	I	By Trust

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)	$40.7							07/02/2018	07/02/2028	Common Stock	958		958	D
Stock Options (Right to Buy)	$41.35							01/02/2019	01/02/2029	Common Stock	988		988	D
Stock Options (Right to Buy)	$41.8							07/01/2019	07/02/2029	Common Stock	1,077		1,077	D
Stock Options (Right to Buy)	$44.85							01/02/2020	01/02/2030	Common Stock	1,019		1,019	D
Stock Options (Right to Buy)	$32.2							07/01/2020	07/01/2030	Common Stock	1,279		1,279	D
Stock Options (Right to Buy)	$32.41							07/01/2021	07/01/2031	Common Stock	2,479		2,479	D
Stock Options (Right to Buy)	$37.35							01/03/2022	01/03/2032	Common Stock	1,030		1,030	D
Stock Options (Right to Buy)	$32.55							07/01/2022	07/01/2032	Common Stock	1,205		1,205	D
Stock Options (Right to Buy)	$32.54							01/03/2023	01/03/2033	Common Stock	2,317		2,317	D

Explanation of Responses:

	/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 are the key terms of Morgan Stanley's Trigger PLUS due July 6 2028 (MS)?

Each $1,000 note offers 136 % upside on the worst performer of the S&P 500 and Russell 2000, a 70 % downside threshold, no coupons, and matures on July 6 2028.

How is the maturity payment calculated for the MS Trigger PLUS?

If both indices end above their initial levels, you receive principal plus 136 % of the worst performer’s gain; if either is ≤ initial but ≥ 70 %, you get principal only; below 70 %, losses match the worst performer’s decline.

What is the initial and downside threshold level for each index?

SPX: Initial 6,204.95; Threshold 4,343.465. RTY: Initial 2,175.035; Threshold 1,522.525.

What is the estimated value versus issue price of the securities?

Morgan Stanley estimates the value at $972.30 per $1,000 note on the pricing date, below the issue price due to structuring and hedging costs.

Are the Trigger PLUS securities principal-protected?

No. Principal is at risk; investors can lose the entire investment if either index falls more than 30 %.

Will the securities be listed or have active secondary trading?

The notes will not be listed on any exchange; MS&Co may provide limited, discretionary secondary market liquidity.

What are the U.S. federal tax considerations for this note?

Counsel believes the notes are prepaid financial contracts treated as open transactions, but the IRS could challenge this; investors should consult a tax adviser.