バンクオブマリンバンコープの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 24, 2025

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)


California	001-33572	20-8859754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


504 Redwood Blvd., Suite 100, Novato, CA			94947
(Address of principal executive office)			(Zip Code)

Registrant’s telephone number, including area code: (415) 763-4520

Not Applicable

(Former name or former address, if changes since last report)


Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
			☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

			☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, no par value	BMRC	The Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 8 - Other Events

Item 8.01 Other Events

Bank of Marin, the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC), announced that on July 24, 2025, its Board of Directors approved the repurchase of up to $25.0 million of Bancorp's common stock through July 31, 2027. This plan will replace the existing share repurchase program expiring on July 31, 2025.

Under the repurchase program, Bancorp may purchase shares of its common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price, and amount of any repurchases will be determined at Bancorp’s discretion. Factors include, but are not limited to, stock price, trading volume and general market conditions, along with Bancorp’s general business conditions. As part of the repurchase program, Bancorp may enter into a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, which would allow Bancorp to repurchase common stock at a time when it might otherwise be precluded from doing so under insider trading laws or its own insider trading policy. The repurchase program may be suspended or discontinued at any time and does not obligate Bancorp to acquire any specific number of shares of its common stock.

The Press Release is attached as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.			Description

99.1			Press release dated July 28, 2025
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

7/28/2025

BANK OF MARIN BANCORP

By:

/s/ David Bonaccorso

David Bonaccorso

Executive Vice President

and Chief Financial Officer

EX-99.1 2 pressreleasedatedjuly282025.htm EX-99.1 Document

Exhibit 99.1



FOR IMMEDIATE RELEASE			MEDIA CONTACT:
			Yahaira Garcia-Perea
			Marketing & Corporate Communications Manager
			916-823-7214 \| YahairaGarcia-Perea@bankofmarin.com

Bank of Marin Bancorp Authorizes New $25 Million Stock Repurchase Program

NOVATO, CA - (July 28, 2025) - Bank of Marin Bancorp (Nasdaq: BMRC), parent company of Bank of Marin, announced today that its board of directors has authorized the repurchase of up to $25.0 million of its common stock through July 31, 2027. This stock buyback program replaces the existing program—approved in 2023 and expiring at the end of this month—under which Bancorp repurchased $6.4 million worth of shares.

“With the strength of our capital, we have authorized a new stock repurchase program so that we can maintain our balanced approach to capital allocation and continue to make opportunistic and prudent decisions that we believe are in the best interests of our shareholders at any given point in time,” said Tim Myers, president and chief executive officer, Bank of Marin.

About Bank of Marin Bancorp

Founded in 1990 and headquartered in Novato, Bank of Marin is the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC). A leading business and community bank with assets of $3.7 billion, Bank of Marin provides commercial and personal banking, specialty lending, and wealth management and trust services throughout its network of 27 branches and eight commercial banking offices serving Northern California. Specializing in providing legendary service to its clients and investing in its local communities, Bank of Marin has consistently been ranked one of the “Top Corporate Philanthropists" by San Francisco Business Times since 2003, was inducted into North Bay Biz’s “Best of” Hall of Fame in 2024, and ranked top 13 in Sacramento Business Journal’s 2025 Corporate Direct Giving List. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and Nasdaq ABA Community Bank Index. For more information, visit www.bankofmarin.com.