Bank of Marin Bancorp (BMRC) EVP forfeits 3,222 performance-based shares

Rhea-AI Filing Summary

Bank of Marin Bancorp Executive Vice President Misako Stewart reported the forfeiture and cancellation of 3,222 shares of Common Stock on March 25, 2026. These were performance-based restricted shares granted in 2023, and performance goals were not achieved, resulting in a 0% payout and forfeiture for no consideration.

After this compensation-related adjustment, she directly holds 27,785 Common shares, plus 4,623.5366 Common shares held indirectly through an ESOP. She also continues to hold multiple stock option awards on Common Stock with exercise prices between $22.94 and $44.45 expiring from 2024 through 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^*

Stewart Misako

(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								31,007	D
Common Stock								4,623.5366	I	BY ESOP
Common Stock	03/25/2026		J(1)		3,222	D	$0	27,785	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	520		520	D
Stock Options (Right to Buy)	$25.38							(3)	03/02/2025	Common Stock	820		820	D
Stock Options (Right to Buy)	$24.83							(3)	03/01/2026	Common Stock	900		900	D
Stock Options (Right to Buy)	$34.8							(3)	03/01/2027	Common Stock	640		640	D
Stock Options (Right to Buy)	$33.58							(3)	03/01/2028	Common Stock	740		740	D
Stock Options (Right to Buy)	$44.45							(3)	03/01/2029	Common Stock	620		620	D
Stock Options (Right to Buy)	$40.1							(3)	03/02/2030	Common Stock	610		610	D
Stock Options (Right to Buy)	$38.25							(3)	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							(3)	03/01/2032	Common Stock	1,194		1,194	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 the 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 did Bank of Marin Bancorp (BMRC) EVP Misako Stewart report in this Form 4?

She reported a forfeiture of 3,222 performance-based restricted shares. These 2023-granted shares were subject to three-year cliff vesting and performance goals. Because goals were not met, the payout was 0% and all shares were canceled for no consideration.

How many BMRC shares were forfeited and why did Misako Stewart lose them?

A total of 3,222 Common shares were forfeited and canceled. They were performance-based restricted shares granted in 2023. The performance targets tied to this award were not achieved, so the award paid out at 0% and all shares were forfeited without payment.

How many Bank of Marin Bancorp shares does Misako Stewart hold after this Form 4?

She directly holds 27,785 Common shares after the transaction. In addition, 4,623.5366 Common shares are held indirectly through an ESOP. These holdings reflect her remaining equity position following the forfeiture of the 3,222 performance-based restricted shares.

Were there any open-market buy or sell transactions in this BMRC Form 4?

No open-market purchases or sales were reported. The filing shows one “other” transaction for restructuring involving forfeiture of 3,222 performance-based restricted shares and several entries updating holdings and stock option positions, with no reported buy or sell codes.

What stock options on BMRC shares does Misako Stewart retain after the filing?

She retains multiple stock option grants on Common Stock. The remaining options have exercise prices ranging from $22.94 to $44.45, with expiration dates between 2024 and 2032, including an award exercisable 20% or 33% per year from the grant anniversary, as footnoted.

How is the 3,222-share BMRC transaction classified in the Form 4 summary?

It is classified as an “other” restructuring transaction. The transaction uses code J, described as other acquisition or disposition, and the summary shows one restructuring event affecting 3,222 shares, with no buys, sells, gifts, or tax-withholding entries reported.