马林银行 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ Commission File Number001-33572 Bank of Marin Bancorp (Exact name of Registrant as specified in its charter) California (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 504 Redwood Blvd.Suite 100NovatoCA 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.No☒ Yes☐ 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☐ Accelerated filer☒Smaller reporting 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 30, 2025, 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 $349million. For the purpose of this response, directors and certain officers of the Registrant areconsidered affiliates at that date. As of February 27, 2026, there were 16,126,486 shares 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 27, 2026 are incorporated byreference into Part III. TABLE OF CONTENTS PART I Explanatory Note On February 23, 2026, the Board of Directors (the “Board”) of Bank of Marin Bancorp (the “Company”), based on therecommendation of, and after consultation with, the Board’s Audit Committee, the Company’s management and theCompany’s independent registered public accounting firm, Baker Tilly US, LLP, concluded that the Company’s previouslyissued audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and theunaudited financial statements as of and for the interim periods ended September 30, 2025, June 30, 2025, March 31,2025, September 30, 2024, June 30, 2024, and March 31, 2024, (the “Affected Periods”) included in the Company’