0001403475 FALSE FY 2025 0001403475 2026-01-22 2026-01-22
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 class | Trading Symbol | Name of each exchange on which registered
Common stock, no par value and attached Share Purchase Rights | 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 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
99.1 | Press Release dated January 26, 2026 | 1-13
99.2 | Fourth 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, 2026 |  | BANK OF MARIN BANCORP
|  |  | By: | /s/ David Bonaccorso
|  |  |  | David Bonaccorso
|  |  |  | Executive Vice President
|  |  |  | and Chief Financial Officer