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Bank of Marin Bancorp (BMRC) EVP details ESOP and dividend shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bank of Marin Bancorp executive vice president Sathis Arasadi reported indirect acquisitions of common stock through the company’s ESOP. These include 770.5400 shares from the 2024 allocation, 838.3200 shares from the 2025 allocation, and additional ESOP shares from dividend reinvestment in 2025 and early 2026. A separate entry shows 18638.0000 common shares held directly as of December 31, 2024.

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Insider Sathis Arasadi
Role EXECUTIVE VICE PRESIDENT
Type Security Shares Price Value
Other Common Stock F4 31.06 $0.00 $0.00
Other Common Stock F2 838.32 $0.00 $0.00
Other Common Stock F3 41.91 $0.00 $0.00
Other Common Stock F1 770.54 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 2,086.0508 shares (Indirect, ESOP); Common Stock — 18,638 shares (Direct)
Footnotes (4)
  1. F1. Represents 2024 ESOP allocation posted to reporting owner's account on December 31, 2024
  2. F2. Represents 2025 ESOP allocation posted to reporting owner's account on December 31, 2025
  3. F3. Represents additional ESOP shares resulting from dividend reinvestment in 2025
  4. F4. Represents additional ESOP shares resulting from dividend reinvestment in February and May 2026
2024 ESOP allocation 770.5400 shares Shares allocated to ESOP account on December 31, 2024
2025 ESOP allocation 838.3200 shares Shares allocated to ESOP account on December 31, 2025
2025 ESOP dividend reinvestment 41.9100 shares Additional ESOP shares from dividend reinvestment in 2025
2026 ESOP dividend reinvestment 31.0600 shares Additional ESOP shares from dividend reinvestment in February and May 2026
Direct common shares held 18638.0000 shares Direct holdings of common stock as of December 31, 2024
Total ESOP-related shares in filing 1681.83 shares Sum of ESOP allocation and dividend reinvestment shares reported
ESOP financial
"nature_of_ownership: "ESOP" for indirect common stock holdings"
An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.
dividend reinvestment financial
"Represents additional ESOP shares resulting from dividend reinvestment in 2025"
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
indirect ownership financial
"direct_or_indirect: "I" indicates indirect ownership through ESOP"

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FAQ

What insider activity did BMRC report for executive Sathis Arasadi?
BMRC reported that executive vice president Sathis Arasadi indirectly acquired ESOP common shares via annual allocations and dividend reinvestment, and separately disclosed 18638.0000 common shares held directly as of December 31, 2024, in this Form 4 filing.

How many ESOP shares did BMRC’s EVP receive for the 2024 and 2025 allocations?
The EVP received 770.5400 ESOP shares for the 2024 allocation and 838.3200 ESOP shares for the 2025 allocation, both posted to his ESOP account on December 31 of the respective year as reported in the Form 4.

What dividend reinvestment ESOP shares were reported for BMRC’s Sathis Arasadi?
The filing shows 41.9100 additional ESOP shares from dividend reinvestment in 2025 and 31.0600 ESOP shares from dividend reinvestment in February and May 2026, all held indirectly through the ESOP structure.

How many BMRC shares does Sathis Arasadi hold directly according to this filing?
According to the filing, Sathis Arasadi held 18638.0000 shares of Bank of Marin Bancorp common stock directly as of December 31, 2024, in addition to his indirect holdings through the ESOP.

Were Sathis Arasadi’s BMRC transactions made under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox in this Form 4 is not marked as an affirmative plan, indicating these ESOP allocation and dividend reinvestment entries are not reported as having been executed under a Rule 10b5-1 trading plan.
SEC Form 4
FORM 4UNITED 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*
Sathis Arasadi
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EXECUTIVE VICE PRESIDENT
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock18,638D
Common Stock12/31/2024J(1)770.54A$01,174.7608IESOP
Common Stock12/31/2025J(2)838.32A$02,013.0808IESOP
Common Stock12/31/2025J(3)41.91A$02,054.9908IESOP
Common Stock05/14/2026J(4)31.06A$02,086.0508IESOP
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents 2024 ESOP allocation posted to reporting owner's account on December 31, 2024
2. Represents 2025 ESOP allocation posted to reporting owner's account on December 31, 2025
3. Represents additional ESOP shares resulting from dividend reinvestment in 2025
4. Represents additional ESOP shares resulting from dividend reinvestment in February and May 2026
/s/ Krissy Meyer, Attorney-in-Fact07/28/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR