Bank of Marin (NASDAQ: BMRC) EVP forfeits 2,817 performance-based shares

Rhea-AI Filing Summary

Bank of Marin Bancorp executive Brandi Campbell forfeited 2,817 shares of common stock when performance-based restricted shares granted in 2023 failed to meet required goals, resulting in a 0% payout and cancellation for no consideration. Following this non-market transaction, Campbell holds 22,540 common shares directly, plus additional indirect ESOP shares and several option grants on Bank of Marin stock.

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^*

Campbell Brandi

(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)

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

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								25,357	D
Common Stock								2,326.0639	I	ESOP
Common Stock	03/25/2026		J(1)		2,817	D	$0	22,540	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)	$40.1							(2)	03/02/2030	Common Stock	300		300	D
Stock Options (Right to Buy)	$38.25							(2)	03/01/2031	Common Stock	926		926	D
Stock Options (Right to Buy)	$38.11							10/29/2021	10/29/2031	Common Stock	1,829		1,829	D
Stock Options (Right to Buy)	$34.03							(2)	03/01/2032	Common Stock	1,709		1,709	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 33% per year beginning 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 BMRC executive Brandi Campbell report on this Form 4?

Brandi Campbell reported the forfeiture of 2,817 performance-based restricted shares of Bank of Marin Bancorp common stock. The shares were canceled for no consideration after 2023 performance goals were not met, resulting in a 0% payout under the award terms.

Why were 2,817 BMRC performance-based restricted shares forfeited by the executive?

The 2,817 performance-based restricted shares were forfeited because the 2023 performance goals were not achieved. The award was structured with three-year cliff vesting, and failure to meet the performance metrics led to a 0% payout and cancellation of all shares.

Did Brandi Campbell buy or sell BMRC shares in the open market in this filing?

No open-market buys or sells were reported. The filing shows a non-market forfeiture of 2,817 performance-based restricted shares for no consideration. This reflects compensation plan outcomes rather than discretionary trading in Bank of Marin Bancorp stock.

How many BMRC common shares does Brandi Campbell hold after the reported transaction?

After the forfeiture, Campbell holds 22,540 common shares directly. The filing also shows additional indirect holdings through an ESOP and several outstanding stock option grants on Bank of Marin Bancorp common stock with various exercise prices and expiration dates.

What BMRC stock options does Brandi Campbell retain according to this Form 4?

Campbell retains multiple stock options to buy Bank of Marin Bancorp common shares, including grants with exercise prices such as $40.10, $38.25, $38.11 and $34.03, each with expiration dates ranging from 2030 to 2032, reflecting ongoing equity-based incentives.