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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)
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California | 001-33572 | 20-8859754 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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)
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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) |
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| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 |
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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 ☐ |
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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.
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Exhibit No. | Description | |
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99.1 | | |
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.
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Date: | 7/28/2025 | | BANK OF MARIN BANCORP |
| | | By: | /s/ David Bonaccorso |
| | | | David Bonaccorso |
| | | | Executive Vice President |
| | | | and Chief Financial Officer |