Bank of Marin Bancorp Files 8-K for Material Agreement

TL;DR

BMRC signed a material definitive agreement, filing an 8-K with financial docs.

AI Summary

On April 26, 2024, Bank of Marin Bancorp entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in California and its fiscal year ends on December 31.

Why It Matters

This filing indicates a significant new contract or partnership for Bank of Marin Bancorp, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of a material agreement and does not inherently present immediate financial risks.

Key Numbers

• 001-33572 — SEC File Number (Identifies the company's filings with the SEC.)
• 20-8859754 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Bank of Marin Bancorp (company) — Registrant
• California (jurisdiction) — State of incorporation
• April 26, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• bmrc-20240426.htm (8-K) — 30KB
• amendmentno3cooperationagr.htm (EX-10.1) — 27KB
• 0001403475-24-000018.txt ( ) — 195KB
• bmrc-20240426.xsd (EX-101.SCH) — 2KB
• bmrc-20240426_lab.xml (EX-101.LAB) — 24KB
• bmrc-20240426_pre.xml (EX-101.PRE) — 14KB
• bmrc-20240426_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Bank of Marin Bancorp (Nasdaq: BMRC) (the "Company") announced that on April 26, 2024, that the Company and Shawn Devlin and Riley Gardner (Devlin and Gardner collectively, the "Kelly Trust Parties") have amended that certain previously disclosed agreement dated May 10, 2021 (the "Agreement"), previously amended by Amendment Number One dated March 31, 2022 and Amendment Number Two dated April 25, 2023 (collectively, the "Amended Agreement"). Under the Amendment Number Three (the "Amendment"), among other things, Sanjiv Sanghvi was confirmed as the continuing Kelly Trust Nominee (including as one of the Board's nominees for the 2024 Annual Meeting of Shareholders), appointed to the Bank of Marin Board of Directors and seated on the Bank of Marin Asset/Liability Management Committee, and the "Restricted Period" was extended by approximately one year. The other terms and conditions of the Agreement generally were continued. The summary description of the Amendment in this paragraph is qualified in its entirety by reference to the full terms of the Amendment attached to this Report as Exhibit 10.1. Important Additional Information And Where To Find It The Company, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the matters to be considered at the Company's upcoming 2024 Annual Meeting of Shareholders. Information regarding the names of the Company's directors and executive officers and their respective interests in the Company by security holdings or otherwise can be found in the Company's proxy statement for its 2024 Annual Meeting of Shareholders. The proxy statement and all other documents filed with the SEC by the Company are available free of charge at the SEC's website at www.sec.gov. O n April 9, 2024, the Company filed a definitive proxy statement and proxy card with the SEC in connection w

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Amendment Number Three Dated April 26, 2024

SIGNATURES

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: April 30, 2024 BANK OF MARIN BANCORP By: /s/ David Merck David Merck First Vice President Controller

View Full Filing

View this 8-K filing on SEC EDGAR