Equity grant and tax share withholdings for BMRC (NASDAQ: BMRC) EVP

Rhea-AI Filing Summary

Bank of Marin Bancorp executive vice president Misako Stewart reported routine equity compensation moves. On March 2, 2026, she acquired 6,492 shares of common stock as a grant at $0.00 per share, then had 31,797 shares directly owned. On March 2 and 3, the company withheld 536 and 254 shares, respectively, at about $25.06 and $25.03 per share to cover tax obligations, leaving her with 31,007 directly owned shares. She also indirectly holds 4,623.5366 shares through an ESOP as of March 2, 2026.

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

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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^*

Stewart Misako

(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		6,492	A	$0	31,797	D
Common Stock	03/02/2026		F		536	D	$25.06	31,261	D
Common Stock	03/03/2026		F		254	D	$25.03	31,007	D
Common Stock								4,623.5366	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	640		640	D
Stock Options (Right to Buy)	$33.58							(1)	03/01/2028	Common Stock	740		740	D
Stock Options (Right to Buy)	$44.45							(1)	03/01/2029	Common Stock	620		620	D
Stock Options (Right to Buy)	$40.1							(1)	03/02/2030	Common Stock	610		610	D
Stock Options (Right to Buy)	$38.25							(1)	03/01/2031	Common Stock	398		398	D
Stock Options (Right to Buy)	$38.11							10/29/2021	10/29/2031	Common Stock	1,676		1,676	D
Stock Options (Right to Buy)	$34.03							(1)	03/01/2032	Common Stock	1,194		1,194	D

Explanation of Responses:

1. Exercisable 33% per year beginning on the 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.
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 insider transactions did BMRC executive Misako Stewart report on this Form 4?

Misako Stewart reported a grant of 6,492 Bank of Marin Bancorp shares and two tax-withholding share dispositions. These moves reflect routine equity compensation activity rather than open-market buying or selling of BMRC stock.

How many BMRC shares did Misako Stewart acquire in the reported grant?

She acquired 6,492 shares of Bank of Marin Bancorp common stock as a grant at $0.00 per share. This reflects stock-based compensation awarded by the company rather than a purchase on the open market.

Were any of Misako Stewart’s BMRC transactions open-market sales or purchases?

The Form 4 shows no open-market sales or purchases. The reported F-code transactions are tax-withholding dispositions, where shares are withheld to cover tax liabilities related to her stock compensation.

What is Misako Stewart’s BMRC share ownership after these Form 4 transactions?

After the reported transactions, she directly owns 31,007 shares of Bank of Marin Bancorp common stock and indirectly holds 4,623.5366 shares through an ESOP, according to the Form 4 ownership tables.

What do the tax-withholding dispositions on the BMRC Form 4 indicate?

The Form 4 lists F-code transactions disposing of 536 and 254 BMRC shares at about $25 per share. These are tax-withholding dispositions, meaning shares were used to pay tax liabilities from her equity award.