马林银行 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 For the transition period from __________________ to __________________ Bank of Marin Bancorp (Exact name of Registrant as specified in its charter) California20-8859754 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 504 Redwood Blvd.Suite 100NovatoCA (Address of principal executive office) Registrant’s telephone number, including area code:(415)763-4520 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Actfrom their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark if the registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes☐No☒ As of June 28, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market valueof the voting common equity held by non-affiliates, based upon the closing price per share of the registrant's common stock as reportedby the Nasdaq, was approximately $248million. For the purpose of this response, directors and certain officers of the Registrant areconsidered affiliates at that date. As of February 28, 2025, there were16,116,627shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on May 21, 2025 are incorporated byreference into Part III. TABLE OF CONTENTS PART I Forward-Looking Statements This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the SecuritiesAct 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 toencourage companies to provide prospective information about their financial performance so long as they providemeaningful, cautionary statements identifying important factors that could cause actual results to differ significantly fromprojected results. Our forward-looking statements include descriptions of plans or objectives of management for future operations, productsorservices,and forecasts of revenues,earnings or other measures of econo