Bank of Marin Bancorp is the bank holding company for Bank of Marin, providing traditional banking services including deposit-taking and lending and preparing consolidated financial statements for external reporting.

# Bank of Marin Bancorp

## Overview
Bank of Marin Bancorp is the bank holding company for Bank of Marin. Its operations are financial‑service oriented and centered on traditional banking activities. The company prepares and, where necessary, restates consolidated financial statements for external reporting, including Form 10‑K and Form 10‑Q.

## Core business activities
- Accepting and managing deposits, including non‑interest bearing and interest‑bearing deposits.  
- Recording interest expense and non‑interest operating expenses (including deposit network fees).  
- Preparing consolidated financial statements (Consolidated Statement of Condition and Consolidated Statement of Comprehensive (Loss) Income) and related disclosures.

## Periods affected by the restatement
- Years ended December 31, 2024 and December 31, 2023.  
- Interim periods: March 31, 2024; June 30, 2024; September 30, 2024; March 31, 2025; June 30, 2025; September 30, 2025.

## Nature of the restatement
- Certain reciprocal network deposits and the related expense were misclassified.  
- Those deposits had been recorded as non‑interest bearing deposits and the related cost as non‑interest expense, when they should have been recorded as interest‑bearing deposits and interest expense.  
- The misclassifications were material to the affected financial statements.

## Financial impact
- The corrections are material to the affected financial statements, but reported net income and earnings per share for the affected periods were not impacted.  
- Reclassifications on the balance sheet from non‑interest bearing deposits to interest‑bearing deposits are material to presentation, but they are not expected to change total deposits or stockholders’ equity for the affected periods.  
- Adjustments to the Consolidated Statements of Comprehensive (Loss) Income were made to achieve consistent presentation across prior periods once the interest expense and non‑interest expense adjustments for 2025 were applied.

## Documentation
- The corrections are described in Note 19, “Restatement of Prior Period Financial Statements (Quarterly Information Unaudited),” in Item 8 — Financial Statements and Supplementary Data.  
- Related financial information and the accompanying narrative discussion were updated to reflect the restatement.

Bank of Marin Bancorp is a community-focused banking institution operating in Northern California, catering primarily to small to medium-sized businesses and individuals with a strong emphasis on customer relationships and compliance.

# Bank of Marin Bancorp Overview

## Company Information
- **Name:** Bank of Marin Bancorp
- **Incorporated:** August 1989
- **Headquarters:** Novato, California
- **Primary Operations:** Conducts business primarily through its subsidiary, Bank of Marin, a California state-chartered commercial bank. 
- **Listing:** Traded on the Nasdaq Stock Market under the symbol **BMRC**.

### Business Operations
- **Service Areas:**
  - Operates 27 retail branches and 8 commercial banking offices across Northern California.
  - Primary market regions include Alameda, Amador, Contra Costa, Marin, Napa, Placer, Sacramento, San Francisco, San Mateo, Solano, and Sonoma counties.

### Customer Base
- **Customer Segments:**
  - Comprises business, not-for-profit, and personal banking relationships.
  - Focuses on small to medium-sized businesses, not-for-profit organizations, and commercial real estate investors.
- **Number of Customers:** Approximately 7,500 holders of record and beneficial owners of stock, with additional bank clients not detailed.

### Employee Details
- **Total Employees:** 285 full-time equivalent staff.
  - Comprising:
    - 7 executive officers
    - 147 other corporate officers
    - 136 staff (non-executive positions)
- **Employee Relations:** No employees are represented by a union, and the organizational culture emphasizes diversity, collaboration, and community involvement.

### Financial Performance
- **Revenue (2024):**
  - **Net Interest Income:** $94.7 million
  - **Total Revenue from Operating Activities:** Approximately $119.91 million including adjustment for non-interest income.
- **Net Income (2024):** $(8.4) million (loss).
- **Total Assets (2024):** $3.7 billion.
- **Loans Outstanding:** $2.1 billion.
- **Deposits:** $3.2 billion.
- **Total Stockholders' Equity:** $435.4 million.
- **Book Value per Share:** $27.06.
- **Common Shares Outstanding:** 16,089,454.

### Products and Services
- **Primarily Offered Financial Products:**
  - **Lending Services:** Commercial real estate loans, commercial and industrial loans, construction financing, consumer loans, home equity lines of credit, etc.
  - **Depository Services:** Various checking and savings accounts—including time deposits, IRAs, HSAs, and FDIC insured services through resources like CDARS and ICS.
  - **Wealth Management & Trust Services:** Includes investment portfolio management, trust administration, estate settlement, and custody services.
  - **Payment Solutions:** Digital banking services, mobile deposit, ACH services, and credit card services.
  
### Competitive Position
- Competes against larger commercial banks, credit unions, and technology-driven financial service firms.
- Differentiates itself through relationship banking, exceptional service, and community involvement. Focuses on local decision-making and thorough understanding of customer needs.

### Compliance and Regulation
- Subject to extensive federal and state regulations, including those imposed under the Bank Holding Company Act and the California Financial Code.
- Regulators include the Federal Reserve and the Department of Financial Protection and Innovation.

This comprehensive summary reveals that Bank of Marin Bancorp operates as a community-focused banking institution catering primarily to small to medium-sized businesses and individuals in Northern California, while maintaining a strong emphasis on customer relationships, employee engagement, and compliance with regulatory requirements.

Bank of Marin Bancorp

10-K / March 13, 2026

10-K / March 14, 2025

10-K / March 13, 2026

Bank of Marin Bancorp

Overview

Core business activities

Periods affected by the restatement

Nature of the restatement

Financial impact

Documentation