株探米国株
日本語 英語
エドガーで原本を確認する
0001403475FALSEQ3202500014034752025-10-232025-10-23

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) October 23, 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 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 2 - Financial Information

Item 2.02    Results of Operations and Financial Condition

On October 27, 2025, Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, released its financial results for the quarter ended September 30, 2025. A copy of the press release is included as Exhibit 99.1 and the related Third Quarter 2025 Earnings Presentation is included as Exhibit 99.2.

The press release and presentation will be available on Bank of Marin's website at http://www.bankofmarin.com under “Investor Relations/News & Market Data/Press Releases" and "Presentations” on October 27, 2025.

Section 8 - Other Events

Item 8.01     Other Events
    
In the press release, Bancorp announced that on October 23, 2025, its Board of Directors approved a quarterly cash dividend of $0.25 per share. The cash dividend is payable on November 13, 2025, to shareholders of record at the close of business on November 6, 2025.

A copy of the press release is attached to this report as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits.
Exhibit No.
Description    
Page Number
99.1 1-12
99.2
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: October 27, 2025 BANK OF MARIN BANCORP
By: /s/ David Bonaccorso
David Bonaccorso
Executive Vice President
and Chief Financial Officer


EX-99.1 2 earningsrelease-ex991q32025.htm EX-99.1 Document

EXHIBIT 99.1
bankofmarinbancorplogoa22a.jpg
FOR IMMEDIATE RELEASE MEDIA CONTACT:
Yahaira Garcia-Perea
Marketing & Corporate Communications Manager
916-823-7214 | YahairaGarcia-Perea@bankofmarin.com

BANK OF MARIN BANCORP REPORTS THIRD QUARTER FINANCIAL RESULTS
BALANCE SHEET GROWTH AND IMPROVEMENTS IN ASSET QUALITY



NOVATO, CA, October 27, 2025 - Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, "Bank," announced net income of $7.5 million for the third quarter of 2025, compared to a net loss of $8.5 million (net income of $4.7 million, non-GAAP) for the second quarter of 2025, a 61.4% increase on a non-GAAP net income basis. Diluted income per share was $0.47 for the third quarter, compared to diluted loss per share of $(0.53) (diluted earnings per share of $0.29, non-GAAP) for the prior quarter. Net income for the first nine months of 2025 totaled $3.9 million ($17.1 million, non-GAAP), compared to a net loss of $14.4 million (net income of $8.5 million, non-GAAP) for the same period last year. Results for year-to-date 2025 and 2024 include pre-tax losses on the sale of securities of $18.7 million and $32.5 million, respectively, incurred to improve the bank's future earnings.

Comparable (non-GAAP) Excluding Loss on Sale of Securities
Three months ended
Nine months ended
 (in thousands, except per share amounts; unaudited)
September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024
Pre-tax, pre-provision net income (loss)
Pre-tax, pre-provision net income (loss) (GAAP)
$ 9,610  $ (11,199) $ 4,892  $ (23,480)
Comparable pre-tax, pre-provision net income (non-GAAP)
9,610  7,537  23,703  14,612 
Net income (loss)
Net income (loss) (GAAP)
7,526  (8,536) 3,866  (14,410)
Comparable net income (non-GAAP) 7,526  4,662  17,064  8,512 
Diluted earnings (loss) per share
Diluted earnings (loss) per share (GAAP)
0.47  (0.53) 0.24  (0.90)
Comparable diluted earnings per share (non-GAAP) 0.47  0.29  1.07  0.53 
See complete Reconciliation of GAAP and Non-GAAP Financial Measures below
Related non-GAAP tax benefit calculated using blended statutory rate of 29.5636%

Concurrent with this release, Bancorp issued presentation slides providing supplemental information, some of which will be discussed during the third quarter 2025 earnings call. The earnings release and presentation slides are intended to be reviewed together and can be found online on Bank of Marin’s website at www.bankofmarin.com. under “Investor Relations.”

“The Bank’s financial performance continues to improve with 68% growth in quarterly earnings per share and a 38 basis point advance in net interest margin compared to the third quarter of 2024,” said Tim Myers, President and Chief Executive Officer. “We generated an accelerated amount of loan growth while maintaining our disciplined underwriting criteria and with a healthy pipeline, we expect to see continued loan growth over the remainder of the year.

“Our longstanding culture of prudent credit risk management drove a substantial reduction in classified loans and a smaller decline in non-accrual loans. We had a meaningful payoff in a non-accrual relationship already in the fourth quarter and expect further credit quality improvements by year end. We had strong deposit growth during the third quarter reflecting typical seasonal trends, the deepening of existing relationships, and the growth of new relationships." Bancorp also provided the following highlights for the third quarter of 2025:

1




•The third quarter tax-equivalent net interest margin improved 15 basis points over the preceding quarter to 3.08% from 2.93%, largely due to the effects of the securities repositioning in the second quarter, which provided a 13 basis point increase in annualized net interest margin for the third quarter. The tax-equivalent net interest margin for the nine months ended September 30, 2025 improved 39 basis points over the same period of the prior year due to the increase in deposits at a decreased average cost, higher average loan rates, and the favorable impact of the securities repositioned in the second quarter of 2025, which resulted in higher yielding assets during the nine months ended September 30, 2025.

•Return on average assets ("ROA") and return on average equity ("ROE") increased on a GAAP and non-GAAP basis from the prior quarter, as shown below, primarily due to the increased net income. The efficiency ratio improved from last quarter, as well, due to the increased net interest income. Non-GAAP ratios exclude the loss on security sales, all other factors unchanged, and with adjustments made based on the Company's blended statutory tax rate of 29.56%. See Reconciliation of GAAP and Non-GAAP Financial Measures below.
Comparable (non-GAAP) Excluding Loss on Sale of Securities
Three months ended Nine months ended
 (in thousands, except per share amounts; unaudited)
September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Return on average assets
Average assets $ 3,828,876  $ 3,737,794  $ 3,763,660  $ 3,765,281  $ 3,775,320 
Return on average assets (GAAP) 0.78  % (0.92) % 0.48  % 0.14  % (0.51) %
Comparable return on average assets (non-GAAP) 0.78  % 0.50  % 0.48  % 0.61  % 0.30  %
Return on average equity
Average stockholders' equity $ 439,950  $ 439,187  $ 435,645  $ 438,781  $ 434,773 
Return on average equity (GAAP) 6.79  % (7.80) % 4.17  % 1.18  % (4.43) %
Comparable return on average equity (non-GAAP) 6.79  % 4.26  % 4.17  % 5.20  % 2.62  %
Efficiency ratio
Efficiency ratio (GAAP) 68.94  % 208.81  % 75.18  % 92.81  % 140.08  %
Comparable efficiency ratio (non-GAAP) 68.94  % 74.03  % 75.18  % 73.00  % 81.53  %
See complete Reconciliation of GAAP and Non-GAAP Financial Measures below
Related non-GAAP tax benefit calculated using blended statutory rate of 29.5636%

•The average cost of total deposits and interest-bearing deposits increased one basis point to 1.29% and 2.24%, respectively, in the third quarter of 2025, compared to the prior quarter. Non-interest bearing deposits continued to make up a strong portion of total deposits at 43.1% as of September 30, 2025, compared to 42.5% last quarter.

•There was no provision for credit losses on loans in the third quarter of 2025 or in the prior quarter. The allowance for credit losses was 1.43% and 1.44% of total loans at September 30, 2025 and June 30, 2025, respectively.

•Classified loans were 2.36% of total loans compared to 2.95% last quarter largely due to upgrades to special mention of two commercial real estate relationships during the quarter totaling $9.0 million.

•Non-accrual loans were 1.51% of total loans at quarter-end, down from 1.57% at June 30, 2025 largely due to $1.1 million in payoffs in the quarter. Subsequent to quarter end, an additional $3.6 million in non-accrual loans were paid off in full including interest and fees.

•Total deposits increased 4.2% to $3.383 billion as of September 30, 2025 compared to $3.245 billion as of June 30, 2025 due largely to inflows from existing customers as well as new relationships to the Bank in the quarter.

2


•Capital was above well-capitalized regulatory thresholds. Total risk-based capital was 16.13% as of September 30, 2025 for Bancorp compared to 16.25% as of June 30, 2025. Bancorp's tangible common equity to tangible assets ("TCE ratio") was 9.72% as of September 30, 2025. Bancorp's TCE ratio net of after-tax unrealized losses on held-to-maturity securities as if the losses were realized1 was 8.24% as of September 30, 2025.

•Bancorp repurchased 50,000 in shares for $1.1 million at an average price of $22.33 per share, which was below tangible book value, during the third quarter of 2025. This contributed to an increase in the book value per share to $27.57 at September 30, 2025 compared to $27.21 at June 30, 2025, and the tangible book value per share2 to $22.92 at September 30, 2025 compared to $22.55 at June 30, 2025.

•The Board of Directors declared a cash dividend of $0.25 per share on October 23, 2025, which represents the 82nd consecutive quarterly dividend paid by Bancorp. The dividend is payable on November 13, 2025, to shareholders of record at the close of business on November 6, 2025.

“The Bank’s 28% improvement in sequential quarter pre-tax pre-provision net income reflects benefits from organic growth as well as the expected impacts of our balance sheet repositioning activities,” said Chief Financial Officer Dave Bonaccorso. “We will continue to explore additional repositioning activities that could improve earnings and allow for investments in the long-term growth of the Bank."

Loans and Credit Quality

Loans totaled $2.090 billion as of September 30, 2025, a net increase of $16.7 million from June 30, 2025. Loan originations for the third quarter were $100.7 million ($69.0 million funded) including $85.3 million ($65.4 million funded) in commercial loans, which includes commercial and industrial, commercial real estate, and construction loans. In the prior quarter, loan originations were $68.8 million ($50.6 million funded) including $49.1 million ($41.6 million funded) in commercial loans. The third quarter of the prior year included total originations of $79.4 million ($63.9 million funded) including $28.2 million ($19.8 million funded) in commercial loans. Third quarter 2024 originations also included $35.7 million in purchased residential real estate loans.

For the third quarter of 2025, loan payoffs were $33.9 million, loan amortization from scheduled repayments was $20.8 million and the net increase in credit line utilization was $2.5 million. This compares to the prior quarter with loan payoffs of $36.5 million, amortization of $18.6 million, and a net increase in credit line utilization of $4.7 million. For the third quarter of prior year, loan payoffs were $30.9 million, amortization was $26.0 million, and the net decrease in credit line utilization was $2.7 million.

Accruing loans past due 30 to 89 days totaled $11.0 million as of September 30, 2025, compared to $2.7 million as of June 30, 2025. Contributing to the increase were four commercial real estate loans totaling $10.0 million and a number of smaller loans across various loan types, primarily past due fewer than 60 days, many of which are in the process of extension.

Non-accrual loans declined to $31.5 million, or 1.51% of the loan portfolio, at September 30, 2025, compared to $32.5 million, or 1.57% at June 30, 2025. The reduction included $1.1 million in payoffs in the quarter. Of the total non-accrual loans as of September 30, 2025, approximately 61% were paying as agreed, 88% were real estate secured, and all are being closely managed and monitored. Subsequent to quarter end, an additional $3.6 million in non-accrual loans were paid off in full including interest and fees.

In response to current market conditions, we continue to closely monitor our portfolio for signs of potential weakness to ensure proactive risk management and actively work towards a resolution on our classified loans. Classified loans decreased by $11.7 million to $49.4 million as of September 30, 2025, from $61.1 million as of June 30, 2025. The decrease was largely due to upgrades of two commercial real estate loans totaling $9.1 million.

1 Refer to the discussion and reconciliation of this non-GAAP financial measure in the section below entitled Statement Regarding Use of Non-GAAP Financial Measures.
2 Tangible book value per share is a non-GAAP financial measure used by Bancorp, as well as investors and analysts, in assessing Bancorp’s use of equity. Refer to the reconciliation of common equity to tangible common equity and resulting calculation of tangible book value per share in the section below entitled Statement Regarding Use of Non-GAAP Financial Measures.
3


Loans designated special mention, which are not considered adversely classified, decreased by $3.0 million to $88.5 million as of September 30, 2025, from $91.5 million as of June 30, 2025.

There were no net charge-offs for the third quarter of 2025. This compared to net charge-offs of $52 thousand for the second quarter of 2025.

There was no provision for credit losses on loans in the third quarter of 2025 or the prior quarter. The ratio of allowance for credit losses to total loans was 1.43% at September 30, 2025, compared to 1.44% at June 30, 2025.

Cash, Cash Equivalents and Restricted Cash

Total cash, cash equivalents and restricted cash were $219.3 million at September 30, 2025, a decrease of $9.5 million compared to $228.9 million at June 30, 2025 largely due to the purchase of investment securities and funding of loans, partially offset by the $137.5 million increase in deposits.

Investments

The investment securities portfolio totaled $1.355 billion at September 30, 2025, an increase of $140.1 million from June 30, 2025. The increase was primarily the result of the purchase of $169.1 million in available-for-sale securities along with the reduction of the unrealized loss of $2.5 million in the available-for-sale portfolio, partially offset by principal repayments of $31.8 million. Both the available-for-sale and held-to-maturity portfolios are eligible for pledging to FHLB or the Federal Reserve as collateral for borrowing. The portfolios are comprised of high credit quality investments with average effective durations of 2.43 on available-for-sale securities and 5.18 on held-to-maturity securities. Both portfolios generate cash flows monthly from interest, principal amortization and payoffs, which supports the Bank's liquidity. Those cash flows totaled $42.3 million and $85.4 million in the third and second quarters of 2025, respectively.

Deposits

Deposits increased $137.5 million (4.2%) to $3.383 billion at September 30, 2025, compared to $3.245 billion at June 30, 2025 primarily due to inflows from existing relationships as well as new relationships. This was the largest quarterly increase since the acquisition of American River Bank in the third quarter of 2021. The majority of this increase was $78.4 million in non-interest bearing deposits, largely due to seasonal inflows. A $51.7 million increase in money market accounts drove the increase in interest-bearing deposits. Non-interest bearing deposits continued to make up a strong 43.1% of total deposits at September 30, 2025, compared to 42.5% at June 30, 2025. The Bank's competitive and balanced approach to relationship management and focused outreach to customers seeking alternative options for banking solutions generated over 1,000 new accounts during the third quarter, 43% of which were new relationships.

Borrowings and Liquidity

At September 30, 2025, the Bank had no outstanding borrowings, consistent with June 30, 2025. While available as a liquidity source, we have not utilized brokered deposits. Net available funding sources, including unrestricted cash, unencumbered available-for-sale securities and total available borrowing capacity totaled $2.026 billion, or 60% of total deposits and 202% of estimated uninsured and/or uncollateralized deposits as of September 30, 2025. Additionally, as part of our liquidity management, the Bank maintained $30.4 million in deposits off-balance sheet with deposit networks at September 30, 2025, compared to zero at June 30, 2025.

4



The following table details the components of our contingent liquidity sources as of September 30, 2025.

(in millions)
Total Available Amount Used Net Availability
Internal Sources
Unrestricted cash 1
$ 201.4  $ —  $ 201.4 
Unencumbered securities at market value 442.2  —  442.2 
External Sources
FHLB line of credit 931.4  —  931.4 
FRB line of credit 326.3  —  326.3 
Lines of credit at correspondent banks 125.0  —  125.0 
Total Liquidity $ 2,026.3  $ —  $ 2,026.3 
1 Excludes cash items in transit as of September 30, 2025.
Note: Off-balance sheet one-way and brokered deposits available through third-party networks are not included above.

Capital Resources

The total risk-based capital ratio for Bancorp was 16.13% at September 30, 2025, compared to 16.25% at June 30, 2025. The decrease was largely due to an increase in risk weighted assets, impacted by increased loans and investment security purchases in the quarter. The total risk-based capital ratio for the Bank was 15.11% at September 30, 2025, compared to 15.00% at June 30, 2025.

Bancorp's tangible common equity to tangible assets ("TCE ratio") was 9.72% at September 30, 2025, compared to 9.95% at June 30, 2025 due to our balance sheet growth. Our capital plan and point-in-time capital stress tests indicate that Bank of Marin and Bancorp capital ratios will remain above regulatory well-capitalized and internal policy minimums throughout a five-year forecast horizon and across stress scenarios such as additional unrealized losses on the investment portfolio, additional deposit growth or decline, loan credit quality deterioration, and potential share repurchases.

Earnings

Net Interest Income

Net interest income totaled $28.2 million for the third quarter of 2025, a $2.3 million increase from the prior quarter. This was driven by an increase of $78.7 million in average earning assets including a $1.4 million increase in investment security interest income due to the second quarter repositioning.

The tax-equivalent net interest margin increased to 3.08% for the third quarter of 2025, compared to 2.93% for the prior quarter. The repositioning of securities added 13 basis points to the margin and the higher average interest-earning deposit balances at the Federal Reserve Bank increased the margin by 10 basis points, partially offset by lower average loan balances during the quarter and the slight increase in cost of deposits.

Non-Interest Income (Loss)

Non-interest income was $2.7 million for the third quarter of 2025, compared to a net non-interest loss of $15.6 million for the prior quarter. The increase of $18.4 million from the prior quarter was primarily attributable to a loss of $18.7 million on the sale of available-for-sale investment securities during the prior quarter. Excluding the loss on sale, prior quarter non-interest income was $3.1 million. The $370 thousand decline in the third quarter was primarily attributed to the $238 thousand death benefit received on bank owned life insurance in the second quarter, not repeated in the third quarter.

Non-Interest Expense

Non-interest expense totaled $21.3 million for the third quarter of 2025, compared to $21.5 million for the prior quarter, a decrease of $162 thousand.

5


Statement Regarding use of Non-GAAP Financial Measures
Financial results are presented in accordance with GAAP and with reference to certain non-GAAP financial measures. Management believes that, given industry turmoil that largely began in the first quarter of 2023, the presentation of Bancorp's non-GAAP TCE ratio reflecting the after tax impact of unrealized losses on held-to-maturity securities provides useful supplemental information to investors because it reflects the level of capital remaining after a hypothetical liquidation of the entire securities portfolio. In addition, management believes that providing selected financial measures excluding the loss on sale of securities discussed above is useful to investors as the strategic short-term loss taken for long-term profitability makes the operational performance difficult to compare to other periods. Because there are limits to the usefulness of this or any other non-GAAP measure to investors, Bancorp encourages readers to consider its annual and quarterly consolidated financial statements and notes related thereto for their entirety, as filed with the Securities and Exchange Commission, and not to rely on any single financial measure. A reconciliation of the GAAP financial measures to comparable non-GAAP financial measures is presented below.

Reconciliation of GAAP and Non-GAAP Financial Measures

(in thousands, except per share amounts; unaudited)
September 30, 2025 June 30, 2025 December 31, 2024
Tangible Common Equity - Bancorp
Total stockholders' equity $ 443,818  $ 438,538  $ 435,407 
Goodwill and core deposit intangible (74,882) (75,098) (75,546)
Total TCE a 368,936  363,440  359,861 
Unrealized losses on HTM securities, net of tax1
(68,192) (74,625) (89,171)
Unrealized losses on HTM securities included in AOCI, net of tax 2
6,952  7,205  7,701 
TCE, net of unrealized losses on HTM securities (non-GAAP) b $ 307,696  $ 296,020  $ 278,391 
Total assets $ 3,869,021  $ 3,726,193  $ 3,701,335 
Goodwill and core deposit intangible (74,882) (75,098) (75,546)
Total tangible assets c 3,794,139  3,651,095  3,625,789 
Unrealized losses on HTM securities, net of tax1
(68,192) (74,625) (89,171)
Unrealized losses on HTM securities included in AOCI, net of tax 6,952  7,205  7,701 
Total tangible assets, net of unrealized losses on HTM securities (non-GAAP) d $ 3,732,899  $ 3,583,675  $ 3,544,319 
Bancorp TCE ratio a / c 9.7  % 10.0  % 9.9  %
Bancorp TCE ratio, net of unrealized losses on HTM securities (non-GAAP) b / d 8.2  % 8.3  % 7.9  %
Tangible Book Value Per Share
Common shares outstanding
e
16,095  16,116  16,089 
Book value per share
$ 27.57  $ 27.21  $ 27.06 
Tangible book value per share
a / e
$ 22.92  $ 22.55  $ 22.37 
1 Unrealized losses on held-to-maturity securities as of September 30, 2025, June 30, 2025 and December 31, 2024 of $96.8 million, $105.9 million and $126.6 million, respectively, including the unrealized losses that resulted from the transfer of securities from AFS to HTM, net of an estimated $28.6 million, $31.3 million and $37.4 million, respectively, in deferred tax benefits based on a blended state and federal statutory tax rate of 29.56%.
2 The remaining unrealized losses that resulted from the transfer of securities from AFS to HTM, as of September 30, 2025, June 30, 2025 and December 31, 2024, net of an estimated $2.9 million, $3.0 million and $3.2 million, respectively, in deferred tax benefits based on a blended state and federal statutory tax rate of 29.56% are added back as they are already included in AOCI.

















6


Reconciliation of GAAP and Non-GAAP Financial Measures (continued)

 (in thousands, except per share amounts; unaudited)
Three months ended Nine months ended
Pre-tax, pre-provision net income (loss)
September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Income (loss) before provision for (benefit from) income taxes
$ 9,610  $ (11,199) $ 6,973  $ 4,892  $ (23,480)
Provision for credit losses on loans —  —  —  75  5,550 
Pre-tax, pre-provision net income (loss) (GAAP)
9,610  (11,199) 6,973  4,967  (17,930)
Adjustments:
Losses/(gains) on sale of investment securities from portfolio repositioning
—  18,736  (1) 18,736  32,542 
Comparable pre-tax, pre-provision net income (non-GAAP)
$ 9,610  $ 7,537  $ 6,972  $ 23,703  $ 14,612 
Net (loss) income
Net income (loss) (GAAP)
$ 7,526  $ (8,536) $ 4,570  $ 3,866  $ (14,410)
Adjustments:
Losses (gains) on sale of investment securities from portfolio repositioning —  18,736  (1) 18,736  32,542 
Related income tax benefit1
—  (5,538) —  (5,538) (9,620)
Adjustments, net of taxes —  13,198  (1) 13,198  22,922 
Comparable net income (non-GAAP) $ 7,526  $ 4,662  $ 4,569  $ 17,064  $ 8,512 
Diluted earnings (loss) per share
Weighted average diluted shares 15,934  15,989  16,066  15,979  16,076 
Diluted earnings (loss) per share (GAAP)
$ 0.47  $ (0.53) $ 0.28  $ 0.24  $ (0.90)
Comparable diluted earnings per share (non-GAAP) $ 0.47  $ 0.29  $ 0.28  $ 1.07  $ 0.53 
Return on average assets
Average assets $ 3,828,876  $ 3,737,794  $ 3,763,660  $ 3,765,281  $ 3,775,320 
Return on average assets (GAAP) 0.78  % (0.92) % 0.48  % 0.14  % (0.51) %
Comparable return on average assets (non-GAAP) 0.78  % 0.50  % 0.48  % 0.61  % 0.30  %
Return on average equity
Average stockholders' equity $ 439,950  $ 439,187  $ 435,645  $ 438,781  $ 434,773 
Return on average equity (GAAP) 6.79  % (7.80) % 4.17  % 1.18  % (4.43) %
Comparable return on average equity (non-GAAP) 6.79  % 4.26  % 4.17  % 5.20  % 2.62  %
Efficiency ratio
Non-interest expense $ 21,328  $ 21,490  $ 20,417  $ 64,082  $ 63,480 
Net interest income $ 28,193  $ 25,912  $ 24,269  $ 79,051  $ 69,430 
Non-interest income (GAAP) $ 2,745  $ (15,621) $ 2,888  $ (10,002) $ (24,113)
Losses (gains) on sale of investment securities from portfolio repositioning —  18,736  (1) 18,736  32,542 
Non-interest income (non-GAAP) $ 2,745  $ 3,115  $ 2,887  $ 8,734  $ 8,429 
Efficiency ratio (GAAP) 68.94  % 208.81  % 75.18  % 92.81  % 140.08  %
Comparable efficiency ratio (non-GAAP) 68.94  % 74.03  % 75.18  % 73.00  % 81.53  %
1Related tax benefit calculated using blended statutory rate of 29.5636%

Share Repurchase Program

Bancorp repurchased 50,000 shares totaling $1.1 million at an average price of $22.33 per share, which was below tangible book value, during the third quarter of 2025. The repurchase was pursuant to the $25.0 million repurchase authorization that became effective July 24, 2025 and expires on July 31, 2027.

Earnings Call and Webcast Information

Bank of Marin Bancorp (Nasdaq: BMRC) will present its third quarter financial results call via webcast on Monday, October 27, 2025 at 8:30 a.m. PT/11:30 a.m. ET. Investors can listen to the webcast online through Bank of Marin’s website at www.bankofmarin.com. under “Investor Relations.” To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at the same website location shortly after the call. Closed captioning will be available during the live webcast, as well as on the webcast replay.

7


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 $3.9 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. Bank of Marin was ranked #1 on the west coast and #4 nationwide in 2025, by S&P Global Market Intelligence, for best deposit franchise among banks with total assets between $3 billion and $10 billion. 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 NorthBay 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.

Forward-Looking Statements

This release may contain certain forward-looking statements that are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact Bancorp's earnings in future periods. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions and the economic uncertainty in the United States and abroad, including economic or other disruptions to financial markets caused by the Trump administration's approach to tariffs and trade, acts of terrorism, war or other conflicts, impacts from inflation, supply chain disruptions, changes in interest rates (including the actions taken by the Federal Reserve to control inflation), California's unemployment rate, deposit flows, real estate values, and expected future cash flows on loans and securities; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; costs or effects of acquisitions; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; natural disasters (such as wildfires and earthquakes in our area); adverse weather conditions; interruptions of utility service in our markets for sustained periods; and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting our operations, pricing, products and services; and successful integration of acquisitions. These and other important factors are detailed in various securities law filings made periodically by Bancorp, copies of which are available from Bancorp without charge. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.


8


BANK OF MARIN BANCORP FINANCIAL HIGHLIGHTS
Three months ended Nine months ended
(in thousands, except per share amounts; unaudited) September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Selected operating data and performance ratios:
Net income (loss) $ 7,526  $ (8,536) $ 4,570  $ 3,866  $ (14,410)
Diluted earnings (loss) per common share $ 0.47  $ (0.53) $ 0.28  $ 0.24  $ (0.90)
Return on average assets 0.78  % (0.92) % 0.48  % 0.14  % (0.51) %
Return on average equity 6.79  % (7.80) % 4.17  % 1.18  % (4.43) %
Efficiency ratio 68.94  % 208.81  % 75.18  % 92.81  % 140.08  %
Tax-equivalent net interest margin
3.08  % 2.93  % 2.70  % 2.96  % 2.57  %
Cost of deposits 1.29  % 1.28  % 1.46  % 1.28  % 1.43  %
Cost of funds
1.29  % 1.28  % 1.46  % 1.28  % 1.43  %
Net charge-offs (recoveries)
$ —  $ 52  $ —  $ 877  $ 47 
Net charge-offs to average loans
NM NM NM 0.04  % NM

(in thousands; unaudited) September 30, 2025 June 30, 2025 December 31, 2024
Selected financial condition data:
Total assets $ 3,869,021  $ 3,726,193  $ 3,701,335 
Loans:
Commercial and industrial $ 154,303  $ 154,576  $ 152,263 
Real estate:
Commercial owner-occupied 313,996  320,439  321,962 
Commercial non-owner occupied 1,324,263  1,285,803  1,273,596 
Construction 15,869  25,018  36,970 
Home equity 95,872  95,242  88,325 
Other residential 122,924  127,946  143,207 
Installment and other consumer loans 63,127  64,614  66,933 
Total loans $ 2,090,354  $ 2,073,638  $ 2,083,256 
Non-accrual loans: 1
Commercial and industrial $ 3,488  $ 2,793  $ 2,845 
Real estate:
Commercial owner-occupied 1,488  1,554  1,537 
Commercial non-owner occupied 25,701  26,012  28,525 
Home equity 553  1,456  752 
Other residential 74  282  — 
Installment and other consumer loans 185  375  222 
Total non-accrual loans $ 31,489  $ 32,472  $ 33,881 
Non-accrual loans to total loans 1.51  % 1.57  % 1.63  %
Classified loans (graded substandard and doubtful) $ 49,379  $ 61,090  $ 45,104 
Classified loans as a percentage of total loans 2.36  % 2.95  % 2.17  %
Total accruing loans 30-89 days past due $ 10,983  $ 2,702  $ 2,231 
Total accruing loans 90+ days past due 1
$ 290  $ —  $ — 
Allowance for credit losses to total loans 1.43  % 1.44  % 1.47  %
Allowance for credit losses to non-accrual loans 0.95x 0.92x 0.90x
Total deposits $ 3,382,576  $ 3,245,048  $ 3,220,015 
Loan-to-deposit ratio 61.80  % 63.90  % 64.70  %
Stockholders' equity $ 443,818  $ 438,538  $ 435,407 
Book value per share $ 27.58  $ 27.21  $ 27.06 
Tangible book value per share
$ 22.92  $ 22.55  $ 22.37 
Tangible common equity to tangible assets - Bank
9.04  % 9.09  % 9.64  %
Tangible common equity to tangible assets - Bancorp
9.72  % 9.95  % 9.93  %
Total risk-based capital ratio - Bank 15.11  % 15.00  % 16.13  %
Total risk-based capital ratio - Bancorp 16.13  % 16.25  % 16.54  %
Full-time equivalent employees 304  302  285 
1 There were no non-performing loans over 90 days past due and accruing interest as of September 30, 2025, June 30, 2025 and December 31, 2024.
NM - Not meaningful
9


BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF CONDITION 
(in thousands, except share data; unaudited) September 30, 2025 June 30, 2025 December 31, 2024
Assets    
Cash, cash equivalents and restricted cash $ 219,333  $ 228,863  $ 137,304 
Investment securities:    
Held-to-maturity, at amortized cost (net of zero allowance for credit losses at September 30, 2025, June 30, 2025 and December 31, 2024)
811,751  823,314  879,199 
Available-for-sale (at fair value; amortized cost of $551,311, $402,205 and $419,292 at September 30, 2025, June 30, 2025 and December 31, 2024, respectively; net of zero allowance for credit losses at September 30, 2025, June 30, 2025 and December 31, 2024)
543,605  391,985  387,534 
Total investment securities 1,355,356  1,215,299  1,266,733 
Loans, at amortized cost 2,090,354  2,073,638  2,083,256 
Allowance for credit losses on loans (29,853) (29,854) (30,656)
Loans, net of allowance for credit losses on loans 2,060,501  2,043,784  2,052,600 
Goodwill 72,754  72,754  72,754 
Bank-owned life insurance 70,866  70,432  71,026 
Operating lease right-of-use assets 17,188  18,316  19,025 
Bank premises and equipment, net 7,581  7,472  6,832 
Core deposit intangible, net 2,128  2,344  2,792 
Interest receivable and other assets 63,314  66,929  72,269 
Total assets $ 3,869,021  $ 3,726,193  $ 3,701,335 
Liabilities and Stockholders' Equity    
Liabilities    
Deposits:  
Non-interest bearing $ 1,458,230  $ 1,379,814  $ 1,399,900 
Interest bearing:
Transaction accounts 185,485  180,444  198,301 
Savings accounts 224,642  221,172  225,691 
Money market accounts 1,297,703  1,246,013  1,153,746 
Time accounts 216,516  217,605  242,377 
Total deposits 3,382,576  3,245,048  3,220,015 
Borrowings and other obligations 57  77  154 
Operating lease liabilities 19,528  20,668  21,509 
Interest payable and other liabilities 23,042  21,862  24,250 
Total liabilities 3,425,203  3,287,655  3,265,928 
Stockholders' Equity    
Preferred stock, no par value,
Authorized - 5,000,000 shares, none issued
—  —  — 
Common stock, no par value,
Authorized - 30,000,000 shares; issued and outstanding - 16,094,686, 16,116,470 and
16,089,454 at September 30, 2025, June 30, 2025 and December 31, 2024, respectively
214,467  214,713  215,511 
Retained earnings 241,727  238,225  249,964 
Accumulated other comprehensive loss, net of taxes (12,376) (14,400) (30,068)
Total stockholders' equity 443,818  438,538  435,407 
Total liabilities and stockholders' equity $ 3,869,021  $ 3,726,193  $ 3,701,335 


10


BANK OF MARIN BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three months ended
Nine months ended
(in thousands, except per share amounts; unaudited) September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024
Interest income    
Interest and fees on loans $ 26,254  $ 25,861  $ 77,298  $ 75,612 
Interest on investment securities 9,846  8,423  26,530  24,698 
Interest on due from banks 2,969  2,004  6,768  4,487 
Total interest income 39,069  36,288  110,596  104,797 
Interest expense        
Interest on interest-bearing transaction accounts 328  351  1,022  874 
Interest on savings accounts 600  587  1,720  1,447 
Interest on money market accounts 8,376  7,878  23,880  25,804 
Interest on time accounts 1,571  1,559  4,920  7,002 
Interest on borrowings and other obligations 240 
Total interest expense 10,876  10,376  31,545  35,367 
Net interest income 28,193  25,912  79,051  69,430 
Provision for credit losses on loans —  —  75  5,550 
Net interest income after provision for credit losses 28,193  25,912  78,976  64,113 
Non-interest income    
Wealth management and trust services 564  612  1,739  1,844 
Service charges on deposit accounts 547  550  1,645  1,613 
Earnings on bank-owned life insurance, net 434  429  1,339  1,282 
Debit card interchange fees, net 405  410  1,211  1,275 
Dividends on Federal Home Loan Bank stock 366  362  1,103  1,108 
Merchant interchange fees, net 87  90  273  244 
Earnings on bank-owned life insurance death benefits —  238  306  — 
Losses on sale of investment securities —  (18,736) (18,736) (32,541)
Other income 342  424  1,118  1,062 
Total non-interest income 2,745  (15,621) (10,002) (24,113)
Non-interest expense      
Salaries and related benefits 12,004  12,045  36,099  35,270 
Occupancy and equipment 2,079  2,226  6,411  6,115 
Deposit network fees 1,158  1,054  3,144  2,688 
Data processing 1,116  1,041  3,293  3,126 
Professional services 1,115  908  2,960  4,000 
Information technology 538  563  1,514  1,254 
Federal Deposit Insurance Corporation insurance 459  421  1,268  1,443 
Depreciation and amortization 291  320  933  1,125 
Directors' expense 249  279  832  916 
Amortization of core deposit intangible 217  220  664  738 
Charitable contributions 56  116  575  647 
Other expense 2,046  2,297  6,389  6,158 
Total non-interest expense 21,328  21,490  64,082  63,480 
Income (loss) before provision for (benefit from) income taxes 9,610  (11,199) 4,892  (23,480)
Provision for (benefit from) income taxes 2,084  (2,663) 1,026  (9,070)
Net income (loss) $ 7,526  $ (8,536) $ 3,866  $ (14,410)
Net income (loss) per common share  
Basic $ 0.47  $ (0.53) $ 0.24  $ (0.90)
Diluted $ 0.47  $ (0.53) $ 0.24  $ (0.90)
Weighted average shares:
Basic 15,907  15,989  15,957  16,076 
Diluted 15,934  15,989  15,979  16,076 
Comprehensive income:
Net income (loss) $ 7,526  $ (8,536) $ 3,866  $ (14,410)
Other comprehensive income:
Change in net unrealized gains or losses on available-for-sale securities 2,514  (486) 5,317  4,032 
Reclassification adjustment for realized losses on available-for-sale securities in net loss —  18,736  18,736  32,541 
Reclassification adjustment for gains or losses on fair value hedges —  —  —  (85)
Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity 359  365  1,064  1,149 
Other comprehensive income, before tax 2,873  18,615  25,117  37,637 
Deferred tax expense 850  5,503  7,426  11,119 
Other comprehensive income, net of tax 2,023  13,112  17,691  26,518 
Total comprehensive income $ 9,549  $ 4,576  $ 21,557  $ 12,108 
11


BANK OF MARIN BANCORP
AVERAGE STATEMENTS OF CONDITION AND ANALYSIS OF NET INTEREST INCOME
Three months ended Three months ended
September 30, 2025 June 30, 2025
Interest Interest
Average Income/ Yield/ Average Income/ Yield/
(in thousands) Balance Expense Rate Balance Expense Rate
Assets
Interest-earning deposits with banks 1
$ 266,559  $ 2,969  4.36  % $ 180,730  $ 2,004  4.39  %
Investment securities 2, 3
1,261,275  9,898  3.14  % 1,266,317  8,495  2.68  %
Loans 1, 3, 4, 5
2,071,049  26,361  4.98  % 2,073,110  25,965  4.95  %
   Total interest-earning assets 1
3,598,883  39,228  4.27  % 3,520,157  36,464  4.10  %
Cash and non-interest-bearing due from banks 34,856  37,721 
Bank premises and equipment, net 7,599  7,259 
Interest receivable and other assets, net 187,538  172,657 
Total assets $ 3,828,876  $ 3,737,794 
Liabilities and Stockholders' Equity
Interest-bearing transaction accounts $ 189,371  $ 328  0.69  % $ 187,297  $ 351  0.75  %
Savings accounts 221,781  600  1.07  % 222,524  587  1.06  %
Money market accounts 1,294,479  8,376  2.57  % 1,227,506  7,878  2.57  %
Time accounts including CDARS 220,242  1,571  2.83  % 218,150  1,559  2.87  %
Borrowings and other obligations 1
62  4.08  % 91  3.39  %
   Total interest-bearing liabilities 1,925,935  10,876  2.24  % 1,855,568  10,376  2.24  %
Demand accounts 1,419,872  1,398,570 
Interest payable and other liabilities 43,119  44,469 
Stockholders' equity 439,950  439,187 
Total liabilities & stockholders' equity $ 3,828,876  $ 3,737,794 
Tax-equivalent net interest income/margin 1
$ 28,352  3.08  % $ 26,088  2.93  %
Reported net interest income/margin 1
$ 28,193  3.07  % $ 25,912  2.91  %
Tax-equivalent net interest rate spread 2.02  % 1.86  %
Nine months ended Nine months ended
September 30, 2025 September 30, 2024
Interest Interest
Average Income/ Yield/ Average Income/ Yield/
(in thousands) Balance Expense Rate Balance Expense Rate
Assets
Interest-earning deposits with banks 1
$ 203,956  $ 6,768  4.38  % $ 110,337  $ 4,487  5.34  %
Investment securities 2, 3
1,266,960  26,720  2.81  % 1,388,825  24,907  2.39  %
Loans 1, 3, 4, 5
2,072,623  77,614  4.94  % 2,072,684  75,934  4.81  %
   Total interest-earning assets 1
3,543,539  111,102  4.13  % 3,571,846  105,328  3.87  %
Cash and non-interest-bearing due from banks 36,680  36,669 
Bank premises and equipment, net 7,232  7,436 
Interest receivable and other assets, net 177,830  159,369 
Total assets $ 3,765,281  $ 3,775,320 
Liabilities and Stockholders' Equity
Interest-bearing transaction accounts $ 189,246  $ 1,022  0.72  % $ 196,752  $ 874  0.59  %
Savings accounts 223,781  1,720  1.03  % 228,096  1,447  0.85  %
Money market accounts 1,238,686  23,881  2.58  % 1,150,911  25,804  2.99  %
Time accounts including CDARS 222,108  4,921  2.96  % 264,290  7,002  3.54  %
Borrowings and other obligations 1
94  3.30  % 6,125  240  5.15  %
   Total interest-bearing liabilities 1,873,915  31,546  2.25  % 1,846,174  35,367  2.56  %
Demand accounts 1,408,412  1,446,795 
Interest payable and other liabilities 44,173  47,578 
Stockholders' equity 438,781  434,773 
Total liabilities & stockholders' equity $ 3,765,281  $ 3,775,320 
Tax-equivalent net interest income/margin 1
$ 79,556  2.96  % $ 69,961  2.57  %
Reported net interest income/margin 1
$ 79,051  2.94  % $ 69,430  2.55  %
Tax-equivalent net interest rate spread 1.88  % 1.31  %
1 Interest income/expense is divided by actual number of days in the period times 360 days to correspond to stated interest rate terms, where applicable.
2 Yields on available-for-sale securities are calculated based on amortized cost balances rather than fair value, as changes in fair value are reflected as a component of stockholders' equity. Investment security interest is earned on 30/360 day basis monthly.
3 Yields and interest income on tax-exempt securities and loans are presented on a taxable-equivalent basis using the Federal statutory rate of 21 percent.
4 Average balances on loans outstanding include non-performing loans. The amortized portion of net loan origination fees is included in interest income on loans, representing an adjustment to the yield.
5 Net loan origination costs in interest income totaled $439 thousand and $399 thousand for the three months ended September 30, 2025 and June 30, 2025, and totaled $1.2 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively.
12
EX-99.2 3 bmrc-3q25earningspresent.htm EX-99.2 bmrc-3q25earningspresent
Third Quarter 2025 Earnings Presentation


 
2 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Forward-Looking Statements This discussion of financial results includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "1933 Act") and Section 21E of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). Those sections of the 1933 Act and 1934 Act provide a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their financial performance so long as they provide meaningful, cautionary statements identifying important factors that could cause actual results to differ significantly from projected results. Our forward-looking statements include descriptions of plans or objectives of management for future operations, products or services, and forecasts of revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "intend," "estimate" or words of similar meaning, or future or conditional verbs preceded by "will," "would," "should," "could" or "may." Forward-looking statements are based on management's current expectations regarding economic, legislative, and regulatory issues that may affect our earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions and the economic uncertainty in the United States and abroad, including economic or other disruptions to financial markets caused by the Trump administration's approach to tariffs and trade, acts of terrorism, war, impacts from inflation, supply chain disruptions, changes in interest rates (including the actions taken by the Federal Reserve to control inflation), California's unemployment rate, deposit flows, real estate values, and expected future cash flows on loans and securities; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; costs or effects of acquisitions; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; natural disasters (such as wildfires and earthquakes in our area); adverse weather conditions; interruptions of utility service in our markets for sustained periods; and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting our operations, pricing, products and services; and successful integration of acquisitions. These and other important factors detailed in various securities law filings made periodically by Bancorp, copies of which are available from us at no charge. Forward-looking statements speak only as of the date they are made. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events. GAAP to Non-GAAP Financial Measures This presentation includes some non-GAAP financial measures as shown in the Appendix of this presentation. Please refer to the reconciliation of GAAP to Non-GAAP financial measures included in our Form 8-K under Item 9 - Financial Statements and Exhibit 99.1 filed with the SEC on October 27, 2025.


 
3 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Bank of Marin Bancorp Novato, CA Headquarters BMRC NASDAQ $390.8 Million Market Cap $3.9 Billion Total Assets 4.12% Dividend Yield 16.13% Total RBC BMRC AT A GLANCE O P T I O N 2 Data as of 9/30/25 Relationship Banking Build strong, long-term customer relationships based on trust, integrity and expertise, inspiring loyalty though exceptional service. Disciplined Fundamentals Apply a disciplined business approach with sound banking practices, high quality products, and consistent fundamentals ensuring continued strong results. Community Commitment Give back to the communities that we serve through active employee volunteerism, nonprofit board leadership and financial contributions. 27 Branch Locations 8 Commercial Banking Offices


 
4 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Third Quarter 2025 Overview (1) See Reconciliation of Non-GAAP Financial Measures in the Appendix Highlights • Tax-equivalent net interest margin increased to 3.08% from 2.93%, driven by the repositioning of securities in Q2 (13bp impact, as anticipated) and higher average interest-earning assets, strongly impacted by deposit growth • Net income and diluted EPS for Q3 was $7.5 million and $0.47, respectively • 28% improvement in sequential quarter pre-tax pre-provision net income • Originated $100.7 million in new loans ($69.0 million funded) including $85.3 million in commercial loans ($65.4 million funded) in Q3 • Non-accrual and classified loans to total loans at year-to-date low for 2025 Capital • Strong capital allowed for the repurchase of $1.1 million in shares in Q3 at prices below tangible book value • Bancorp total risk-based capital remained strong at 16.13% • Bancorp TCE / TA of 9.7%, and 8.2% when adjusted for HTM securities 1 Key Operating Trends • Tax-equivalent yield on interest-earning assets increased 17 basis points in Q3 over Q2 to 4.27% resulting from higher average balances on cash at the Fed and higher yields on both loans and investment securities • Total cost of deposits increased 1bp at 1.29% (interest-bearing 2.24%) for Q3 • Spot rate at 9/30/25 of 1.25% (interest-bearing 2.18%) declined from 6/30/25 of 1.29% (interest-bearing 2.24%) • Book value per share was $27.57 and tangible book value per share1 was $22.92 Deposits and Liquidity • Total deposits increased $137.5 million, primarily due to inflows from existing relationships combined with new relationships • Non-interest bearing deposits remained a strong 43.1% of total deposits • Immediately available net funding of $2.0 billion, representing 202% coverage of estimated uninsured deposits Credit Quality • No provision for credit losses in Q3 or the prior quarter • Non-accrual loans decreased to 1.51% of total loans from 1.57% in the prior quarter • Classified loans decreased to 2.36% of total loans in Q3 from 2.95% of total loans in Q2 largely due to upgrades of two commercial real estate loans totaling $9.1 million


 
5 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 • Linked-quarter NIM increased 15 bps due primarily to higher interest earning assets and higher securities yields, largely due to the effects of the 2Q'25 AFS securities restructuring, contributing 13bps to annualized NIM • Although loan yields rose, the average balance decrease resulted in a negative impact to the quarterly change in NIM • The Bank began deposit rate cuts in August '24 and continues making strategic pricing adjustments into 3Q'25, however there was some significant deposit expansion within existing customers' interest-bearing accounts influencing the slight increase in cost of deposits this quarter • 3Q'25 non-maturity interest-bearing deposit modeling assumptions use average betas of 45% for rising rates (no lag) and 34% for falling rates (no lag) • Our cycle-to-date non-maturity interest-bearing deposit beta was 35% as of 3Q'25 Net Interest Margin Drivers 2.93% (0.06)% 0.13% 0.10% (0.01)% 3.08% 2Q'25 Loans Securities Cash Deposits 3Q'25 Net Interest Margin Linked-Quarter Change 2.52% 2.44% 2.37% 2.29% 2.27% 2.25% 2.24% 2.24% 2.25% 2.23% 2.22% 2.27% 4.83% 4.64% 4.48% 4.33% 4.33% 4.33% 4.33% 4.33% 4.33% 4.33% 4.33% 4.22% IB Deposits Fed Funds 10/24 11/24 12/24 1/25 2/25 3/25 4/25 5/25 6/25 7/25 8/25 9/25 Avg. Monthly Cost of IB Deposits vs. Fed Funds Immediate Change in Interest Rates (in bps) Est. Change in NII, as % in Year 1 in Year 2 Up 400bp 1.8 % 12.8 % Up 300bp 1.7 % 10.0 % Up 200bp 1.3 % 6.9 % Up 100bp 0.9 % 3.9 % Rates Unch. — % — % Down 100bp -0.9 % -2.4 % Down 200bp -1.7 % -4.8 % Down 300bp -2.9 % -7.7 % Down 400bp -4.5 % -11.2 % *Please see our 10-Q’s and 10-K’s for more information regarding these simulations. Net Interest Income Simulation Q3'25


 
6 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Robust Capital Ratios As of 9/30/25 • We maintained high capital levels and are in a position of strength • Total risk-based capital of 16.1% • Tangible common equity ratio of 9.7% • During 3Q'25 we repurchased 50,000 shares at an average price of $22.33 (below tangible book value), totaling $1.1 million * See Reconciliation of Non-GAAP Financial Measures in the Appendix. 6.5% 8.0% 10.0% 5.0% 13.9% 13.9% 15.1% 9.4% 9.0% 14.9% 14.9% 16.1% 10.1% 9.7% 7.6% 8.2% Well Capitalized Threshold Bank of Marin Bank of Marin Bancorp Bank of Marin TCE adj. for HTM securities* Bank of Marin Bancorp TCE adj. for HTM securities* Common Equity Tier- One Risk-Based Capital Total Tier-One Risk- Based Capital Total Risk-Based Capital Tier-One Leverage Tangible Common Equity


 
7 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Strong Liquidity: $2.0 Billion in Net Availability • Immediately available contingent funding represented 202% of estimated uninsured and/or uncollateralized deposits at September 30, 2025 • The Bank has long-established minimum liquidity requirements regularly monitored using metrics and tools similar to larger banks, such as the liquidity coverage ratio and multi-scenario, long-horizon stress tests • Deposit outflow assumptions for liquidity monitoring and stress testing are conservative relative to actual experience Liquidity & Uninsured Deposits ($ in millions) 2.0x Coverage Ratio At September 30, 2025 ($ in millions) Total Available Amount Used Net Availability Internal Sources Unrestricted Cash 1 $ 201.4 N/A $ 201.4 Unencumbered Securities 442.2 N/A 442.2 External Sources FHLB line of credit 931.4 — 931.4 FRB line of credit 326.3 — 326.3 Lines of credit at correspondent banks 125.0 — 125.0 Total Liquidity $ 2,026.3 $ — $ 2,026.3 1 Excludes cash items in transit Note: Access to brokered deposit purchases through networks such as Intrafi and Reich & Tang and brokered CD sales not included above $2,026.3 $1,020.4 Liquidity Est. Uninsured and/or Uncollateralized Deposits


 
8 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Strong Deposit Franchise • Bank of Marin ranked #1 on the west coast and #4 nationwide in 2025 by S&P Global Market Intelligence for best deposit franchise among banks with total assets between $3 billion and $10 billion • Deposit mix continues to favor a high percentage of non-interest bearing deposits of 43.1% highlighting our relationship banking model • Total cost of deposits was 1.29% (interest-bearing 2.24%) for 3Q'25 and 1.28% (interest-bearing 2.24%) for the prior quarter • Spot rate was 1.25% (interest-bearing 2.18%) as of September 30, 2025, and down to 1.23% (interest-bearing 2.17%) as of October 16, 2025 • Bank continued strategic pricing adjustments with limited rate related outflows Total Deposit Mix at 3Q'25Total Deposits ($ in millions) $2,504 $3,808 $3,574 $3,290 $3,220 $3,383 $1,538 $2,201 $2,127 $1,667 $1,598 $1,644 $869 $1,457 $1,328 $1,372 $1,379 $1,522$97 $150 $119 $251 $243 $217 Transaction Savings & MMDA Time 2020 2021 2022 2023 2024 3Q'25 Non-Interest Bearing 43.1% IB DDA 5.5% Savings 6.6% Money Market 38.4% Time 6.4% $3.38B


 
9 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 • 43% of new accounts consisted of new relationships to the Bank by count • 41% of new accounts were non-interest bearing by count • Average weighted cost for all new interest bearing accounts at 2.38% • Reciprocal deposit network program (expanded FDIC insurance products) utilization increased by $71.9 million New Accounts Mix (by count) 3Q'25Granular Deposit Account Composition Existing Relationships - New $ 21% Account Migration 36% New Relationships 43% 1,049 (in thousands; except for # of Accounts) Interest Bearing Non-Interest Bearing Total Consumer Account Balances $ 951,966 $ 316,000 $ 1,267,966 # of Accounts 14,693 17,432 32,125 Avg Balance Per Account $ 65 $ 18 $ 39 Business Account Balances $ 972,533 $ 1,136,340 $ 2,108,873 # of Accounts 3,854 11,106 14,960 Avg Balance Per Account $ 252 $ 102 $ 141 *Excludes internal operating accounts such as holding company cash and deposit settlement accounts totaling $5.7 million Deposit Accounts Mix - Consumer vs Business 3Q'25


 
10 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 • Loan originations peaked in Q3 with $70 million funded • Notable pipeline growth and diversification from key hires, compensation program enhancements, and calling programs • Sound underwriting produces a high- quality loan portfolio with low credit costs and stable earnings through cycles • Extending credit and serving the needs of existing clients while ensuring new opportunities present the appropriate levels of risk and return Prudent, Sustainable Model for Loan Growth $2.089 $2.256 $2.093 $2.074 $2.083 $2.090 4.15% 4.23% 4.29% 4.65% 4.83% 4.98% Non-PPP Loans SBA PPP Loans Average Annual TE Yield on Loans 2020 2021 2022 2023 2024 3Q25 Total Loans ($ in billions) 1Includes American River Bank loans acquired in 3Q21 1


 
11 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Well-diversified Loan Portfolio As of 9/30/25 - No material changes from 2Q'25 • Loan portfolio is well-diversified across borrowers, industries, loan and property types within our geographic footprint • 88% of all loans and 93% of loans excluding nonprofit organizations are guaranteed by owners of the borrowing entities • Non-owner occupied commercial real estate is well-diversified by property type with 89% of loans (90% of loans excluding nonprofit organizations) being guaranteed by owners of the borrowing entities • Since 2001, net charge-offs for all NOO CRE and OO CRE totals $2.4 million • Construction loans represent a small portion of the overall portfolio OO-CRE 16% C&I 7% Consumer 13% Construction 1% NOO-CRE 63% 3Q'25 Total Loans $2.1B Office 28% Mixed Use 8% Retail 19% Warehouse & Industrial 13% Multi-Family 16% Other 16% 3Q'25 Total NOO-CRE Loans $1.3B


 
12 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 *Calculated for loans exceeding $1 million, based on the most recent annual review process Note: Sacramento includes surrounding regional counties NOO CRE Portfolio Diversified Across Property Type & County As of 9/30/25 - No material changes from 2Q'25 Average Balance: $1.8MM Largest Balance: $13.5MM Total # of Loans: 138 Wtd. Avg. LTV*: 62% Average Balance: $2.0MM Largest Balance: $14.3MM Total # of Loans: 82 Wtd. Avg. LTV*: 49% Average Balance: $1.8MM Largest Balance: $21.2MM Total # of Loans: 122 Wtd. Avg. LTV*: 62% San Francisco 3% Alameda 6% Sacramento 20% Napa 16% Other Bay Area 17% Other 7% Marin 16% Sonoma 15% San Francisco 10% Alameda 15% Sacramento 24% Napa 8% Other 4% Marin 9% Sonoma 27% San Francisco 23% Alameda 18% Sacramento 12% Napa 5% Other Bay Area 4% Other 10% Marin 11% Sonoma 17% Retail 3Q'25 Warehouse & Industrial 3Q'25 Multifamily 3Q'25 $247MM $168MM $214MM


 
13 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 • $365 million in credit exposure spread across our lending footprint comprised of 149 loans • $2.4 million average loan balance – largest loan at $15.6 million • 67% weighted average loan-to-value and 1.63x weighted average debt-service coverage ratio* • City of San Francisco NOO CRE office exposure is 3% of total loan portfolio and 5% of total NOO CRE loans NOO CRE Office Portfolio by County * Calculated for loans exceeding $1 million, based on the most recent annual review process, and net of individual reserves Non-owner Occupied Office Exposure As of 9/30/25 - No material changes from 2Q'25 San Francisco 17% Alameda 8% Sacramento 6% Napa 8% Other Bay Area 17% Other 3% Marin 24% Sonoma 17% $365MM City of S.F. NOO CRE Office Portfolio Total Balance: $60.7 million Average Loan Bal: $5.5 million Number of Loans: 12 loans Wtd. Average LTV*: 64% Wtd. Average DCR: 1.35x Average Occupancy: 82% 11 of the 12 loans are secured by low rise buildings and one loan is secured by a 10 story building


 
14 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 ($ in millions at Fair Value) * Loan-to-value largely based on appraised values at origination, or updated appraisals for certain classified loans, and balances as of 9/30/25 Owner-Occupied CRE Portfolio As of 9/30/25 - No material changes from 2Q'25 Retail 7% School 14% 1-4 Residential 3% Wine 10% Church 5% Gas/Auto 8% Health Club 3% Other 5% Office 19% Industrial 24% Napa 17% Sacramento 21% San Francisco 5% Sonoma 9% Other 14% Alameda 14% Marin 20% OO CRE by County 3Q'25 Average Balance: $1.1MM Largest Loan: $14.6MM Wtd. Avg. LTV*: 47% Total Balance: $314.0MM Total Loans: 282 OO CRE by Type 3Q'25 $314MM $314MM Napa 20% Sacramento 24% San Francisco 18% Sonoma 8% Other 4% Alameda 6% Marin 20% Average Balance: $0.7MM Largest Loan: $7.1MM Wtd. Avg. LTV*: 55% Total Balance: $60.3MM Total Loans: 83 OO CRE Office Portfolio by County 3Q25 $60MM


 
15 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 ($ in millions at Fair Value) * Loan-to-value largely based on appraised values at origination, or updated appraisals for certain high dollar loans and, balances as of 9/30/25 Construction Portfolio Concentrations As of 9/30/25 Construction by Type 3Q'25 Construction by County 3Q'25 Multi-Family 25% 1-4 Residential 75% San Francisco 48% Napa 32% Marin 20% Average Balance: $1.8MM Largest Loan: $3.0MM Wtd. Avg. LTV*: 64% Total Balance: $15.9MM Unfunded Commitments: $6.1MM Total Loans: 8 $16MM $16MM


 
16 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 ($ in millions at Fair Value) History of Strong Asset Quality • Allowance for credit losses to total loans of 1.43%, down slightly from the prior quarter • Consistent, robust credit culture and underwriting principles support strong asset quality • Net charge-offs have consistently been negligible for the last five years due to strong underwriting fundamentals, except that in 4Q'23 and 1Q'25 charge-offs included $406 and $809 thousand charged to the allowance due to the sales of acquired loans. Non-accrual Loans / Total Loans Quarterly Progression 1.91% 1.63% 1.59% 1.57% 1.51% 3Q24 4Q24 1Q25 2Q'25 3Q'25 Net Charge-Offs (Recoveries) as % of Average Loans 0.00% 0.00% 0.02% 0.00% 0.00% 2021 2022 2023 2024 Q3 25 0.00% 0.25% 0.50% 0.75% 1.00%


 
17 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Low Refinance Risk in NOO CRE Portfolio through 2026 • We conducted a DEEP DIVE on loans maturing or repricing before year-end 2026 * • PORTFOLIO IS WELL-POSITIONED TO ABSORB HIGHER RATE ENVIRONMENT AT MATURITY OR REPRICING DATE • Wtd. Avg. DSC Assumptions for Maturing Loans: Current market interest rate + spread of 3.00%, fully drawn commercial real estate lines of credit, 25-year amortization • Wtd. Avg. DSC Assumptions for Repricing Loans: Current market interest rate + contractual spread, fully drawn commercial real estate lines of credit, remaining amortization on each loan Maturing Loan Commitments > $1.0MM # of loans Commitment Outstanding Balance Wtd. Avg. Rate Wtd. Avg. DSC 2025 18 $67.1MM $63.6MM 5.23% 1.18x 2026 27 $95.5MM $88.5MM 4.69% 1.29x TOTAL 45 $162.6MM $152.1MM Repricing Loan Commitments > $1.0MM # of loans Commitment Outstanding Balance Wtd. Avg. Rate Wtd. Avg. DSC 2025 7 $14.8MM $14.8MM 4.81% 1.39x 2026 24 $55.8MM $55.8MM 3.92% 1.51x TOTAL 31 $70.6MM $70.6MM *Commitments, outstanding balances and weighted average rates as of 9/30/25


 
18 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Loans & Securities — Repricing & Maturity $ in millions, unless otherwise indicated Total Loans1 * at 9/30/2025 Repricing Term Rate Structure 3 mo or less 3-12 mos 1-3 years 3-5 years 5-15 years Over 15 years Total Floating Rate Variable Rate Floating & Variable Rate at Floor Floating & Variable Rate at Ceiling Fixed Rate C&I $ 69.4 $ 11.6 $ 15.4 $ 35.7 $ 20.6 $ 1.6 $ 154.3 $ 68.6 $ 1.9 $ 12.3 $ — $ 71.5 Real estate: Owner-occupied CRE 0.9 15.7 46.3 55.8 188.6 6.7 314.0 0.1 33.1 97.2 — 183.6 Non-owner occupied CRE 32.8 127.2 176.7 379.0 595.6 13.0 1,324.3 5.6 138.8 324.4 — 855.5 Construction 6.6 9.3 — — — — 15.9 6.6 — 2.6 0.7 6.0 Home equity 0.3 95.0 — — 0.5 0.1 95.9 95.3 — — — 0.6 Other residential — 10.1 2.1 0.5 0.9 109.3 122.9 — 12.6 91.4 — 18.9 Installment & other consumer 0.4 2.9 5.6 3.0 51.1 0.1 63.1 1.0 7.7 9.1 — 45.3 Total $ 110.4 $ 271.8 $ 246.1 $ 474.0 $ 857.3 $ 130.8 $ 2,090.4 $ 177.2 $ 194.1 $ 537.0 $ 0.7 $ 1,181.4 % of Total 5 % 13 % 12 % 23 % 41 % 6 % 100 % 8 % 9 % 26 % — % 57 % Weighted Average Rate 7.13 % 6.27 % 4.78 % 5.28 % 4.62 % 4.51 % 5.11 % 1 Amounts represent amortized cost. Based on maturity date for fixed rate loans and variable rate loans at their floors and ceilings and next repricing date for all other variable rate loans. Does not included prepayment assumptions. Investment Securities2 * at 9/30/25 2 Includes both available-for-sale and held-to-maturity investment securities with prepayment assumptions applied Projected Cash Flow Distribution 3 mo or less 3-12 mos 1-3 years 3-5 years 5-10 years Over 10 years Total Principal (par) & interest $ 68.7 $ 166.4 $ 324.3 $ 355.5 $ 475.3 $ 181.0 $ 1,571.2 % of Total 4 % 11 % 21 % 23 % 30 % 11 % 100 %


 
19 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 1 Taxable equivalent 2 See Reconciliation of Non-GAAP Financial Measures in the Appendix 3 Related tax benefit calculated using blended statutory rate of 29.5636% 4 Includes unrealized losses resulting from securities transferred from AFS to HTM that are currently in AOCI High-Quality Securities Portfolio Generates Cash Flow Data as of 9/30/25 AFS Securities Portfolio Agency MBS 20% Agency CMO (Fixed) 22% Agency CMO (Variable) 8% Agency CMBS (Fixed) 29% Agency CMBS (Variable) 16% Municipal Bonds 5% ($ in millions at Fair Value) $543.6MM HTM Securities Portfolio Agency MBS 22% Agency CMO (Fixed) 25% Agency CMBS (Fixed) 28% Agency CMBS (Variable) 1% GSEs 15% Municipal Bonds 7% Corporate Bonds 2% $811.8MM ($ in millions at Cost) Average Yield1 — 4.44% Approx. Effective Duration — 2.43 Unrealized Losses, net (pre tax) — $7.7 million Unrealized Losses, net (after tax3) — $5.4 million TCE Bancorp — 9.7% Average Yield1 — 2.40% Approx. Effective Duration — 5.18 Unrealized Losses4, net (pre tax) — $96.8 million Unrealized Losses4, net (after tax3) — $68.2 million TCE Bancorp w/ HTM2 — 8.2% 2


 
Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Appendix


 
21 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Reconciliation of GAAP to Non-GAAP Financial Measures (in thousands, except per share amounts; unaudited) September 30, 2025 Tangible Common Equity - Bancorp Total stockholders' equity $ 443,818 Goodwill and core deposit intangible (74,867) Total TCE a 368,951 Unrealized losses on HTM securities, net of tax 1 (68,192) Unrealized losses on HTM securities included in AOCI, net of tax 2 6,952 TCE, net of unrealized losses on HTM securities (non-GAAP) b $ 307,711 Total assets $ 3,869,021 Goodwill and core deposit intangible (74,867) Total tangible assets c 3,794,154 Unrealized losses on HTM securities, net of tax 1 (68,192) Unrealized losses on HTM securities included in AOCI, net of tax 2 6,952 Total tangible assets, net of unrealized losses on HTM securities (non-GAAP) d $ 3,732,914 Bancorp TCE ratio a / c 9.7 % Bancorp TCE ratio, net of unrealized losses on HTM securities (non-GAAP) b / d 8.2 % Tangible Book Value Per Share Common shares outstanding e 16,095 Book value per share $ 27.57 Tangible book value per share a / e $ 22.92 For further discussion about these non-GAAP financial measures, refer to our Form 8-K under Item 9 - Financial Statements and Exhibit 99.1 filed with the SEC on October 27, 2025. 1 Unrealized losses on held-to-maturity securities as of September 30, 2025 of $96.8 million, including the unrealized losses that resulted from the transfer of securities from AFS to HTM, net of an estimated $28.6 million in deferred tax benefits based on a blended state and federal statutory tax rate of 29.56%. 2 The remaining unrealized losses that resulted from the transfer of securities from AFS to HTM, net of an estimated $2.9 million in deferred tax benefits based on a blended state and federal statutory tax rate of 29.56% are added back as they are already included in AOCI.


 
22 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Reconciliation of GAAP to Non-GAAP Financial Measures (Excluding Loss on Sale of Securities) (in thousands; unaudited) Three months ended Nine months ended Pre-tax, pre-provision net income September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024 Income (loss) before provision for (benefit from) income taxes $ 9,610 $ (11,199) $ 4,892 $ (23,480) Provision for credit losses on loans — — 75 5,550 Pre-tax, pre-provision net income (GAAP) 9,610 (11,199) 4,967 (17,930) Adjustments: Losses on sale of investment securities from portfolio repositioning — 18,736 18,736 32,542 Comparable pre-tax, pre-provision net income (non-GAAP) $ 9,610 $ 7,537 $ 23,703 $ 14,612


 
23 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Reconciliation of GAAP to Non-GAAP Financial Measures (Excluding Loss on Sale of Securities) (in thousands, except per share amounts; unaudited) Three months ended Nine months ended Net income (loss) September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024 Net income (loss) (GAAP) $ 7,526 $ (8,536) $ 3,866 $ (14,410) Adjustments: Losses on sale of investment securities from portfolio repositioning — 18,736 18,736 32,541 Related income tax benefit1 — (5,538) (5,538) (9,620) Adjustments, net of taxes — 13,198 13,198 22,921 Comparable net income (non-GAAP) $ 7,526 $ 4,662 $ 9,538 $ 8,511 Diluted earnings (loss) per share Weighted average diluted shares 15,934 15,989 15,979 16,076 Diluted earnings (loss) per share (GAAP) $ 0.47 $ (0.53) $ 0.24 $ (0.90) Comparable diluted earnings per share (non-GAAP) $ 0.47 $ 0.29 $ 1.07 $ 0.53 Return on average assets Average assets $ 3,828,876 $ 3,737,794 $ 3,765,281 $ 3,775,320 Return on average assets (GAAP) 0.78 % (0.92) % 0.14 % (0.51) % Comparable return on average assets (non-GAAP) 0.78 % 0.50 % 0.61 % 0.30 % Return on average equity Average stockholders' equity $ 439,950 $ 439,187 $ 438,781 $ 434,773 Return on average equity (GAAP) 6.79 % (7.80) % 1.18 % (4.43) % Comparable return on average equity (non-GAAP) 6.79 % 4.26 % 5.20 % 2.61 % Efficiency ratio Non-interest expense $ 21,328 $ 21,490 $ 64,082 $ 63,480 Net interest income 28,193 25,912 79,051 69,430 Non-interest income (GAAP) 2,745 (15,621) (10,002) (24,113) Losses on sale of investment securities from portfolio repositioning — 18,736 18,736 32,541 Non-interest income (non-GAAP) $ 2,745 $ 3,115 $ 8,734 $ 8,428 Efficiency ratio (GAAP) 68.94 % 208.81 % 92.81 % 140.08 % Comparable efficiency ratio (non-GAAP) 68.94 % 74.03 % 73.00 % 81.53 % 1Related income tax benefit calculated using blended statutory rate of 29.5636%


 
24 Text 95,96,96 Light Gray 232, 232, 232 Black 0, 0, 0 White 255, 255, 255 Accent 1 7,89,52 Accent 2 248,153,40 Accent 3 254,217,129 Accent 4 52,153,70 Accent 5 5,39,67 Accent 6 171,184,195 Contact Us Tim Myers President and Chief Executive Officer (415) 763-4970 timmyers@bankofmarin.com Dave Bonaccorso EVP, Chief Financial Officer (415) 884-4758 davebonaccorso@bankofmarin.com Media Requests: Yahaira Garcia-Perea Marketing & Corporate Communications Manager (916) 231-6703 yahairagarcia-perea@bankofmarin.com