Bank of Marin Bancorp 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Bancorp's common stock trades on the Nasdaq Capital Market under the symbol BMRC. At February 28, 2022, 15,939,659 shares of Bancorp's common stock, no par value, were outstanding and held by approxi mate ly 2,900 holders of record and beneficial owners. Five-Year Stock Price Performance Graph The following graph, compiled by S&P Global Market Intelligence of New York, New York, shows a comparison of cumulative total shareholder return on our common stock during the five fiscal years ended December 31, 2021 compared to the Russell 2000 Stock index and the S&P Regional Banks Select Industry Index. The comparison assumes the investment of $100 in our common stock on December 31, 2016 and the reinvestment of all dividends. The graph represents past performance and does not indicate future performance. In addition, total return performance results vary depending on the length of the performance period. 2016 2017 2018 2019 2020 2021 Bank of Marin Bancorp (BMRC) 100.00 99.15 122.20 136.02 106.50 118.49 Russell 2000 Index 100.00 114.65 102.02 128.06 153.62 176.39 S&P Regional Banks Select Industry Index 1 100.00 107.95 87.69 111.92 103.98 145.47 Source: S&P Global Market Intelligence 1 The index comprises stocks in the S&P Total Market Index that are classified in the Global Industry Classification Standard regional banks sub-industry. 21 Shareholder Rights Agreement On July 6, 2017, Bancorp executed a shareholder rights agreement (“Rights Agreement”), which is designed to discourage takeovers that involve abusive tactics or do not provide fair value to shareholders. For further information, see Note 8 to the Consolidated Financial Statements, under the heading “Preferred Stock and Shareholder Rights Plan” in ITEM 8 of this report. Securities Authorized for Issuance under Equity Compensation Plans The following table summarizes information as of December 31, 2021, with respect to equity compensation plans. Shares to be issued upon exercise of outstanding options 1 Weighted average exercise price of outstanding options Shares remaining available for future issuance 2 Equity compensation plans approved by shareholders 315,744 $ 30.85 1,106,886 1 Represents shares of common stock issuable upon exercise of outstanding options under the Bank of Marin Bancorp 2017 Equity Plan and 2007 Equity Plan. 2 Represents remaining shares of common stock availab le for future grants under the 2017 Equity Plan and the 2020 Director Stock Plan, excluding 315,744 shares to be issued upon exercise of outstanding options and 377,475 shares available to be issued under the Employee Stock Purchase Plan. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On April 23, 2018, Bancorp announced that its Board of Directors approved a Share Repurchase Program under which Bancorp may repurchase up to $25.0 million of its outstanding common stock through May 1, 2019. Bancorp's Board of Directors subsequently extended the Share Repurchase Program through February 28, 2020. A new Share Repurchase Program was approved by the Board of Directors on January 24, 2020, which began on March 1, 2020 and allowed Bancorp to repurchase up to $25.0 million of its outstanding common stock and ended May 2021. On July 16, 2021, Bancorp Board of Directors approved a share repurchase program under which Bancorp could repurchase up to $25.0 million of its outstanding common stock through July 31, 2023. On October 22, 2021, Bancorp's Board of Directors approved an amendment to the current share repurchase program, which increased the total authorization from $25.0 million to $57.0 million and left the expiration date unchanged. Shares repurchased pursuant to our common stock share repurchase programs during 2021, 2020 and 2019, were as follows. 2021 2020 2019 Cumulative Totals Total number of common shares repurchased 1,117,666 203,709 356,000 1,677,375 Total purchase price of common shares repurchased (in millions) $ 40.8 $ 7.2 $ 15.0 $ 63.0 The following table reflects purchases under the Share Repurchase Program for the months presented in 2021. (in thousands, except per share data) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value That May yet Be Purchased Under the Program 1 Period January 1-31, 2021 54,815 $ 37.64 54,815 $ 17,198 February 1-28, 2021 109,964 37.35 109,964 13,085 March 1-31, 2021 59,234 39.32 59,234 10,753 April 1-30, 2021 130,680 36.63 130,680 5,959 May 1-31, 2021 167,255 35.58 167,255 — June 1-30, 2021 — — — — July 1-31, 2021 37,182 32.99 37,182 23,772 August 1-31, 2021 159,360 35.98 159,360 18,031 September 1-30, 2021 249,193 35.81 249,193 9,098 October 1-31, 2021 54,705 37.83 54,705 39,026 November 1-30, 2021 22,767 37.76 22,767 38,165 December 1-31, 2021 72,511 36.15 72,511 35,541 Total 1,117,666 $ 36.39 1,117,666 1 In May 2021, the 2020 Share Repurchase Program ended. The new $25.0 million Share Repurchase Program began July 16, 2021. On October 22, 2021, the total authorization increased from $25.0 million to $57.0 million. For further information, see Note 8 to the Consolidated Financial Statements, under the heading “Share Repurchase Program” in ITEM 8 of this report. 22 ITEM 6. [RESERVED]