bmrc-20240620

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 20, 2024

Bank of Marin Bancorp

(Exact name of Registrant as specified in its charter)


California	001-33572	20-8859754
(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

(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	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 8 - Other Events

Item 8.01 Other Events

Bank of Marin, the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC), issued a press release today announcing that it sold $293 million in available-for-sale securities (AFS) as part of a strategy designed to improve future earnings, drive EPS growth, and increase return on equity. The securities sold represented 56% of the AFS portfolio and had an average yield of 1.94%. The sale of the securities resulted in an estimated after-tax loss of approximately $23 million that will be recorded in the second quarter of 2024.

The Press Release is attached as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits


Exhibit No.			Description

99.1			Press release dated June 26, 2024

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:

June 26, 2024

BANK OF MARIN BANCORP

By:

/s/ Tani Girton

Tani Girton

Executive Vice President

and Chief Financial Officer



FOR IMMEDIATE RELEASE			MEDIA CONTACT:
			Yahaira Garcia-Perea
			Marketing & Corporate Communications Manager
			916-823-7214 \| YahairaGarcia-Perea@bankofmarin.com

BANK OF MARIN ANNOUNCES STRATEGIC BALANCE SHEET REPOSITIONING TO IMPROVE FUTURE EARNINGS

NOVATO, CA – June 26, 2024 – Bank of Marin, the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC), announced today that it sold $293 million in available-for-sale securities (AFS) as part of a strategy designed to improve future earnings, drive earnings per share (EPS) growth, and increase its return on equity.

“Our robust capital levels allow us to proactively reposition our balance sheet, which will create additional value for the Bank and our shareholders through increased earnings and improved net interest margin,” said Tim Myers, Bank of Marin president and CEO. “We have already redeployed some of the proceeds and expect to reinvest the remainder into higher yielding loans and short-duration securities.”

The securities sold represented 56% of the AFS portfolio and had an average yield of 1.94%. The sale will result in an estimated after-tax loss of approximately $23 million that will be recorded in the second quarter of 2024. Assuming a 5.75% average yield on reinvestment, the securities repositioning is expected to have an approximate 3-year capital earn back and contribute approximately 30 basis points to annualized net interest margin beginning third quarter, resulting in $0.46 estimated earnings per share accretion over the next four quarters.

Management believes that the execution of this strategy positions Bank of Marin well for future profitable growth and will further enhance the value of the franchise.

About Bank of Marin Bancorp

Founded in 1990 and headquartered in Novato, Bank of Marin is the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC). A leading business and community bank with assets of $3.8 billion, Bank of Marin provides commercial and personal banking, specialty lending, and wealth management and trust services throughout its network of 27 branches and 7 commercial banking offices serving Northern California. Specializing in providing legendary service to its customers and investing in its local communities, Bank of Marin has consistently been ranked one of the “Top Corporate Philanthropists" by San Francisco Business Times since 2003, was inducted into NorthBay Biz’s “Best of” Hall of Fame in 2024, and ranked top 10 in Sacramento Business Journal’s Corporate Direct Giving List for philanthropic efforts in 2023. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and Nasdaq ABA Community Bank Index. For more information, visit www.bankofmarin.com.

Forward-Looking Statement

This release may contain certain forward-looking statements that are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact Bancorp's earnings in future periods. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate,” “designed” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions and the economic uncertainty in the United States and abroad, including economic or other disruptions to financial markets caused by acts of terrorism, war, impacts from inflation, supply chain disruptions, changes in interest rates (including the actions taken by the Federal Reserve to control inflation), California's unemployment rate, deposit flows, real estate values, and expected future cash flows on loans and securities; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; costs or effects of acquisitions; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; natural disasters (such as wildfires and earthquakes in our area); adverse weather conditions; interruptions of utility service in our markets for sustained periods; and other economic,

competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting our operations, pricing, products and services; and successful integration of acquisitions. These and other important factors are detailed in various securities law filings made periodically by Bancorp, copies of which are available from Bancorp without charge. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.