BMRC

brmc-202601220001403475FALSEFY202500014034752026-01-222026-01-22

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) January 22, 2026

Commission File Number  001-33572 Bank of Marin Bancorp (Exact name of Registrant as specified in its charter)

California 20-8859754 (State or other jurisdiction of incorporation)   (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 classTrading SymbolName of each exchange on which registered Common stock, no par value and attached Share Purchase RightsBMRCThe 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 January 26, 2026, Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, released its financial results for the fourth quarter and year ended December 31, 2025. A copy of the press release is included as Exhibit 99.1.

Section 8 - Other Events

Item 8.01     Other Events

In the press release, Bancorp announced that on January 22, 2026, its Board of Directors approved a quarterly cash dividend of $0.25 per share. The cash dividend is payable on February 12, 2026, to shareholders of record at the close of business on February 5, 2026.

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

99.1Press Release dated January 26, 2026 1-13 99.2Fourth Quarter 2025 Earnings Presentation

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:January 26, 2026BANK OF MARIN BANCORP By:/s/ David Bonaccorso David Bonaccorso Executive Vice President and Chief Financial Officer

bmrc-202510230001403475FALSEQ3202500014034752025-10-232025-10-23

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 001-3357220-8859754 (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 classTrading SymbolName of each exchange on which registered Common stock, no par value BMRCThe 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

99.1Press Release dated October 27, 2025 1-12 99.2Third Quarter 2025 Earnings Presentation

104Cover 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, 2025BANK OF MARIN BANCORP By:/s/ David Bonaccorso David Bonaccorso Executive Vice President and Chief Financial Officer

bmrc-202507240001403475FALSEQ2202500014034752025-07-242025-07-24

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 001-3357220-8859754 (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 classTrading SymbolName of each exchange on which registered Common stock, no par value BMRCThe 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 July 28, 2025, Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, released its financial results for the quarter ended June 30, 2025. A copy of the press release is included as Exhibit 99.1 and the related Second 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 July 28, 2025.

Section 8 - Other Events

Item 8.01     Other Events

In the press release, Bancorp announced that on July 24, 2025, its Board of Directors approved a quarterly cash dividend of $0.25 per share. The cash dividend is payable on August 14, 2025, to shareholders of record at the close of business on August 7, 2025.

Following a review of industry practice and consultation with Bancorp’s legal counsel, certain revisions to Bancorp’s Insider Trading Policy were approved by the board of directors at a meeting on July 24, 2025. Among the revisions, the commencement of the regular quarterly blackout period was changed from three weeks prior to quarter end to two weeks prior to quarter end. Additionally, provisions were added covering the use of 10b5-1 trading plans by Bancorp employees and directors requiring pre-approval of any such plans by Bancorp and mandating that such plans conform to Securities and Exchange Commission rules.

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

99.1Press Release dated July 28, 2025 1-12 99.2Second Quarter 2025 Earnings Presentation

104Cover 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:July 28, 2025BANK OF MARIN BANCORP By:/s/ David Bonaccorso David Bonaccorso Executive Vice President and Chief Financial Officer