Bank of Marin (NASDAQ: BMRC) CEO loses 10,755 performance shares as 2023 goals miss

Rhea-AI Filing Summary

Bank of Marin Bancorp President & CEO Timothy D. Myers reported an administrative equity change rather than a market trade. On 2026-03-25, he had 10,755 shares of Common Stock forfeited and cancelled for no consideration when 2023 performance-based restricted share goals were not achieved, resulting in a 0% payout. Following this forfeiture, he directly held 124,173.3268 shares of Common Stock. He also continues to hold multiple stock option awards with exercise prices between $22.94 and $44.45 per share, expiring between 2024 and 2032, which together represent a further equity stake tied to future company performance.

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 CALIFORNIA 94947

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								134,928.3268	D
Common Stock								14,786.186	I	By ESOP
Common Stock	03/25/2026		J(1)		10,755	D	$0	124,173.3268	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
Stock Options (Right to Buy)	$22.94							(2)	04/01/2024	Common Stock	1,300		1,300	D
Stock Options (Right to Buy)	$25.38							(3)	03/02/2025	Common Stock	2,980		2,980	D
Stock Options (Right to Buy)	$24.83							(3)	03/01/2026	Common Stock	5,380		5,380	D
Stock Options (Right to Buy)	$34.8							(3)	03/01/2027	Common Stock	3,720		3,720	D
Stock Options (Right to Buy)	$33.58							(4)	03/01/2028	Common Stock	2,000		2,000	D
Stock Options (Right to Buy)	$33.58							(3)	03/01/2028	Common Stock	4,140		4,140	D
Stock Options (Right to Buy)	$44.45							(3)	03/01/2029	Common Stock	3,600		3,600	D
Stock Options (Right to Buy)	$40.1							(3)	03/02/2030	Common Stock	2,670		2,670	D
Stock Options (Right to Buy)	$38.25							(3)	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							(3)	03/01/2032	Common Stock	4,629		4,629	D

Explanation of Responses:

1. Represents forfeiture and cancellation of performance-based restricted shares granted in 2023 that were issued at grant and subject to three-year cliff vesting. Performance goals were not achieved, resulting in a 0% payout and forfeiture of all shares for no consideration.

2. Exercisable 20% per year beginning on first anniversary date of grant.

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

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

	/s/ Krissy Meyer, Attorney-in-Fact	03/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Bank of Marin Bancorp (BMRC) report for its CEO?

Bank of Marin Bancorp reported that CEO Timothy D. Myers had 10,755 performance-based restricted shares forfeited and cancelled. The forfeiture occurred when 2023 performance goals were not achieved, resulting in a 0% payout and no consideration paid to Myers.

Did the BMRC CEO buy or sell any shares in this Form 4 filing?

The BMRC CEO did not buy or sell shares in the open market. Instead, 10,755 performance-based restricted shares were forfeited and cancelled for no consideration because 2023 performance goals were not achieved, resulting in a 0% payout under that award.

How many Bank of Marin Bancorp shares does the CEO hold after this transaction?

After the forfeiture, CEO Timothy D. Myers directly held 124,173.3268 shares of Bank of Marin Bancorp Common Stock. This reflects his remaining direct equity position following the cancellation of 10,755 performance-based restricted shares that did not meet 2023 performance targets.

What caused the forfeiture of 10,755 BMRC performance-based restricted shares?

The 10,755 BMRC performance-based restricted shares were forfeited because 2023 performance goals were not achieved. The award, granted in 2023 with three-year cliff vesting, resulted in a 0% payout, and all shares were cancelled for no consideration to the CEO.

Does the BMRC CEO still hold stock options after this Form 4 event?

Yes. The BMRC CEO continues to hold several stock option grants on Common Stock. These options have exercise prices ranging from $22.94 to $44.45 per share and expiration dates between 2024 and 2032, representing additional long-term equity-linked compensation.

Is the forfeiture of BMRC performance-based shares a cash transaction?

No cash changed hands in this forfeiture. The 10,755 performance-based restricted shares were cancelled for no consideration after the company did not meet 2023 performance goals, resulting in a 0% payout under that specific equity award.