Bank of Marin (BMRC) EVP sees 2,212-share award cancelled

Rhea-AI Filing Summary

Bank of Marin Bancorp executive vice president Robert Gotelli reported the forfeiture and cancellation of 2,212 shares of Common Stock on March 25, 2026. These were performance-based restricted shares granted in 2023 with three-year cliff vesting; performance goals were not achieved, resulting in a 0% payout and forfeiture for no consideration.

Following this, Gotelli directly holds 36,460 Common shares, plus 17,151.0485 shares held indirectly through an ESOP. He also retains multiple stock option grants on Common Stock with exercise prices ranging from $22.94 to $44.45 and expirations between 2024 and 2032.

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^*

Gotelli Robert

(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								38,672	D
Common Stock								17,151.0485	I	By ESOP
Common Stock	03/25/2026		J(1)		2,212	D	$0	36,460	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	2,200		2,200	D
Stock Options (Right to Buy)	$24.83							(3)	03/01/2026	Common Stock	2,400		1,200	D
Stock Options (Right to Buy)	$34.8							(3)	03/01/2027	Common Stock	1,560		1,560	D
Stock Options (Right to Buy)	$33.58							(3)	03/01/2028	Common Stock	1,740		1,740	D
Stock Options (Right to Buy)	$33.58							(4)	03/01/2028	Common Stock	980		980	D
Stock Options (Right to Buy)	$44.45							(3)	03/01/2029	Common Stock	1,580		1,580	D
Stock Options (Right to Buy)	$40.1							(3)	03/02/2030	Common Stock	1,770		1,770	D
Stock Options (Right to Buy)	$38.25							(3)	03/01/2031	Common Stock	1,153		1,153	D
Stock Options (Right to Buy)	$38.11							10/29/2021	10/29/2031	Common Stock	1,429		1,429	D
Stock Options (Right to Buy)	$34.03							(3)	03/01/2032	Common Stock	1,944		1,944	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 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 Bank of Marin Bancorp (BMRC) report for Robert Gotelli?

Bank of Marin Bancorp executive vice president Robert Gotelli reported the forfeiture of 2,212 performance-based restricted Common Stock shares. The award, granted in 2023 with three-year cliff vesting, paid out at 0% after performance goals were not achieved, so all shares were cancelled.

Why were 2,212 Bank of Marin Bancorp (BMRC) shares forfeited by the executive vice president?

The 2,212 shares were performance-based restricted stock granted in 2023, subject to three-year cliff vesting. Because the specified performance goals were not achieved, the payout was 0%, and all shares were forfeited and cancelled for no consideration under the plan’s terms.

How many Bank of Marin Bancorp (BMRC) shares does Robert Gotelli hold after the forfeiture?

After the forfeiture, Robert Gotelli directly holds 36,460 Bank of Marin Bancorp Common shares. In addition, 17,151.0485 Common shares are held indirectly through an ESOP, giving a combined position from this filing across direct and ESOP-related holdings.

Does the reported Bank of Marin Bancorp (BMRC) Form 4 show any insider share purchases or sales?

The Form 4 does not report any open-market share purchases or sales. It shows a forfeiture of 2,212 performance-based restricted shares for no consideration and lists updated holdings and stock option positions, without recording buy or sell transactions in the market.

What stock options related to Bank of Marin Bancorp (BMRC) does Robert Gotelli hold?

The filing lists multiple stock option grants on Bank of Marin Bancorp Common Stock. Examples include options on 1,300 shares at an exercise price of $22.94 expiring April 1, 2024, and 2,200 shares at $25.38 expiring March 2, 2025, with further grants extending to 2032.

How are ESOP holdings reported for Bank of Marin Bancorp (BMRC) in this Form 4?

The Form 4 shows 17,151.0485 Bank of Marin Bancorp Common shares held indirectly "By ESOP." These ESOP shares are reported as indirect ownership for Robert Gotelli, separate from his 36,460 directly held Common shares disclosed in the same filing.