Bank of Marin Bancorp SEC Filings

Bank of Marin Bancorp reported a solid rebound in profitability for the first quarter of 2026. Net income was $8.5 million, compared to a net loss of $39.5 million in the prior quarter that was driven by a securities repositioning, and up 75% from $4.9 million a year earlier. Diluted earnings per share were $0.53, versus a diluted loss per share of $(2.49) in the prior quarter and $0.30 in the prior-year quarter.

The tax-equivalent net interest margin improved to 3.24% from 3.18% in the prior quarter and 2.70% a year ago, helped by higher-yielding securities and stable deposit costs at 1.35%. Total deposits edged up to $3.43 billion, with non-interest-bearing balances representing a strong 35.9% of total deposits.

Asset quality strengthened meaningfully. Non-accrual loans fell to 0.41% of total loans from 1.27%, and classified loans declined to 0.85% of loans from 1.51%, largely due to the sale of two long-tenured non-performing commercial real estate loans. The allowance for credit losses stood at 1.08% of total loans, and there was no provision for credit losses in the quarter.

Capital remained strong, with Bancorp’s total risk-based capital ratio at 15.26% and tangible common equity to tangible assets at 8.33% as of March 31, 2026. The Board approved a quarterly cash dividend of $0.25 per share, marking the 84th consecutive quarterly dividend, payable May 14, 2026 to shareholders of record on May 7, 2026.

Bank of Marin Bancorp is asking shareholders to vote at its 2026 annual meeting on electing ten directors, approving executive pay on an advisory basis, and ratifying the independent auditor. The board unanimously recommends voting “FOR” all three proposals.

The meeting is scheduled for May 27, 2026 at 4:00 p.m. Pacific Time at the Buck Institute for Research on Aging in Novato, California, with April 8, 2026 as the record date. Shareholders can vote by internet, telephone or mail, and must pre‑register online to attend in person.

The proxy highlights improved 2025 performance, including higher loan originations, stronger net interest margin and better asset quality, alongside a compensation program that blends salary, annual cash incentives and performance‑based equity tied to metrics such as core return on assets, loan and deposit growth, and efficiency.

Bank of Marin Bancorp principal accounting officer Susana Ramirez filed an initial statement of ownership showing she holds common stock in the company. She reports 344 shares held directly and 105.5465 shares held indirectly through an ESOP, with no buy or sell transactions indicated.

Bank of Marin Bancorp appointed First Vice President and Controller Susan Ramirez as its Principal Accounting Officer, effective April 2. Ramirez, a licensed CPA with prior senior finance roles at Summit Funding, Rabobank N.A. and Mechanics Bank, will keep her existing compensation and has no related-party relationships disclosed.

The company also scheduled a webcast earnings call on Monday, April 27, 2026, at 8:30 a.m. PT to discuss results for the quarter ended March 31, 2026. Bank of Marin is described as a business and community bank with $3.9 billion in assets, operating 27 branches and eight commercial banking offices in Northern California.

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.

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.

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.

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.

Bank of Marin Bancorp amendment reports that The Vanguard Group holds 0 shares of the company's common stock and 0% of the class following an internal realignment. The filing states subsidiaries and business divisions of The Vanguard Group now report beneficial ownership separately in accordance with SEC Release No. 34-39538, effective January 12, 2026. The form is signed by Ashley Grim, Head of Global Fund Administration, dated 03/26/2026.