What changed in this filing

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Item 1. Business

2026-03-13 compared with 2025-03-14 · 19 added, 21 removed, 202 unchanged (17% of the section changed)

8 unchanged sentences

Virtually all of our business is conducted through Bancorp's subsidiary, Bank of Marin, which is headquartered in Novato, California.

In addition to our headquarters and a regional office in the Greater Sacramento region, we operate 27 retail branches and 8 commercial banking offices across Northern California with a strong emphasis on

supporting local communities.

Our customer base is comprised of business, not-for-profit, and personal banking relationships wit hin our Northern California footprint.

16 unchanged sentences

All service marks registered by Bancorp or the Bank are registered on the United States Patent & Trademark Office Principal Register.

Our primary market area encompasses Alameda, Amador, Contra Costa, Marin, Napa, Placer, Sacramento, San Francisco, San Mateo, Solano and Sonoma counties.

Our primary market area encompasses Alameda, Amador, Contra Costa, Marin, Napa, Placer, Sacramento, San Francisco, and Sonoma counties.

Our customer base is primarily made up of business, not-for-profit and personal banking relationships within these market areas.

As of December 31, 2024, the majority of our deposits were in Marin, Napa, Sacramento and southern Sonoma counties, and approximately 59% of our deposits were from businesses and 41% from consumers.

As of December 31, 2025, the majority of our deposits were in Marin, Napa, Alameda and southern Sonoma counties, and approximately 62% of our deposits were from businesses and 38% from consumers.

The banking business in California generally, and in our market area specifically, is highly competitive with respect to attracting both loan and deposit relationships.

3 unchanged sentences

Nationwide banks have the competitive advantages of developing data analytics and artificial intelligence tools and other technological platforms.

Large commercial banks also have substantially greater lending limits and the ability to offer certain services, which are not offered directly by

Large commercial banks also have substantially greater lending limits and the ability to offer certain services, which are not offered directly by us.

Other competitors for depositors' funds are money market mutual funds and non-bank financial institutions such as brokerage firms and insurance companies.

19 unchanged sentences

We believe that our employee relations are good.

In 2024, we were inducted into NorthBay Biz's "Best of" Hall of Fame and were named one of North Bay Business Journal's "Best Places to Work".

In 2025, we were named one of North Bay Business Journal's "Best Places to Work" and in 2024 were inducted into NorthBay Biz's "Best of" Hall of Fame.

SUPERVISION AND REGULATION

6 unchanged sentences

In addition, any capital loans Bancorp makes to the Bank are subordinate in right of payment to depositors and to certain other indebtedness of the Bank.

The BHCA regulates the activities of holding companies

including acquisitions, mergers and consolidations and, together with the Gramm-Leach Bliley Act of 1999, the scope of allowable banking activities.

The BHCA regulates the activities of holding companies including acquisitions, mergers and consolidations and, together with the Gramm-Leach Bliley Act of 1999, the scope of allowable banking activities.

Bancorp is also a bank holding company within the meaning of the California Financial Code.

31 unchanged sentences

In October 2022, the FDIC adopted a final rule to increase the initial base deposit insurance assessment rate schedules uniformly by 2 basis points beginning with the first quarterly assessment period of 2023.

The increased assessment is expected to improve the likelihood that the deposit insurance fund ("DIF") reserve ratio would reach the statutory minimum of 1.35% by the statutory deadline prescribed under the FDIC's amended restoration plan.

The FDIC has indicated that the new assessment rate schedules will remain in effect until the DIF reserve ratio meets or exceeds 2 percent.

The increased assessment was expected to improve the likelihood that the deposit insurance fund ("DIF") reserve ratio would reach the statutory minimum of 1.35% by the statutory deadline prescribed under the FDIC's amended restoration plan.

As of June 30, 2025, the reserve ratio exceeded the statutory minimum and, beginning with third quarter 2025, the FDIC no longer operated under a Restoration Plan.

Community Reinvestment Act

15 unchanged sentences

Since issuance, the effective date of the final rule has been delayed pending the outcome of litigation that challenged the statutory authority of federal regulators.

On July 16, 2025, the federal banking agencies issued a joint notice of proposed rulemaking to rescind the 2023 CRA final rule.

We will continue to evaluate the impact of any changes to the regulations implementing the CRA and their impact to our financial condition, results of operations, and/or liquidity, which cannot be predicted at this time.

Anti-Money-Laundering Regulations

A series of banking laws and regulations beginning with the Bank Secrecy Act in 1970 requires banks to prevent, detect, and report illicit or illegal financial activities to the federal government to prevent money laundering,

international drug trafficking, and terrorism.

Under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, financial institutions are subject to prohibitions against specified financial transactions and account relationships, requirements regarding the Customer Identification Program, as well as enhanced due diligence and “know your customer” standards in their dealings with high risk customers, foreign financial institutions, and foreign individuals and entities.

In 2016, Customer Due Diligence Rules under the Bank Secrecy Act clarified and strengthened customer due diligence requirements.

In 2016, Customer Due

Diligence Rules under the Bank Secrecy Act clarified and strengthened customer due diligence requirements.

These rules contained explicit customer due diligence requirements, which included a new requirement to identify and verify the identity of beneficial owners of legal entity customers.

23 unchanged sentences

Consumer Protection Regulations

Our lending activities are subject to a variety of statutes and regulations designed to protect consumers, including the CRA, Home Mortgage Disclosure Act, Fair Credit Reporting Act, Fair Lending, Fair Debt Collection Practices Act, Flood Disaster Protection Act, eSign Act, Equal Credit Opportunity Act, the Fair Housing Act, Truth-in-Lending Act ("TILA"), the Real Estate Settlement Procedures Act ("RESPA"), Protecting Tenants at Foreclosure, and the

Secure and Fair Enforcement for Mortgage Licensing Act ("SAFE").

Our deposit operations are also subject to laws and regulations that protect consumer rights including Expedited Funds Availability, Truth in Savings Act ("TISA"), and Electronic Funds Transfers.

Other regulatory requirements include the Unfair, Deceptive or Abusive Acts and Practices ("UDAAP"), Dodd-Frank Act, Right to Financial Privacy, Telephone Consumer Protection Act and Privacy of Consumer Financial Information.

Other regulatory requirements include the Unfair, Deceptive or Abusive Acts and Practices ("UDAAP"), Dodd-Frank Act, Right to Financial Privacy, Telephone Consumer Protection Act and Privacy

of Consumer Financial Information.

Additional rules govern check writing ability on certain interest earning accounts and prescribe procedures for complying with administrative subpoenas of financial records.

13 unchanged sentences

Such a community banking organization would not be subject to other risk-based and leverage capital requirements (including the Basel III and Basel IV requirements) and would be considered to have met the "well capitalized" ratio requirements.

Recently, federal bank regulators proposed lowering the CBLR to 8 percent with final action on such proposal expected in 2026.

The CBLR is determined by dividing a financial institution’s tangible equity capital by its average total consolidated assets.

8 unchanged sentences

companies, including financial institutions, in May 2018, the Presidential Administration signed the Economic Growth Act, which repealed or modified certain provisions of the Dodd-Frank Act and eased regulations on all but the largest banks.

The Economic Growth Act’s highlights included

improving consumer access to mortgage credit, added certain protections for consumers, included veterans and active duty military personnel, expanded credit freezes and created an identity theft protection database.

The Economic Growth Act’s highlights included improving consumer access to mortgage credit, added certain protections for consumers, included veterans and active duty military personnel, expanded credit freezes and created an identity theft protection database.

Notice and Approval Requirements Related to Control

27 unchanged sentences

On our Internet website, www.bankofmarin.com, we post the following filings as soon as reasonably practical after they are filed with or furnished to the Securities and Exchange Commission:

Annual Report to Shareholders, Form 10-K, Proxy Statement for the Annual Meeting of Shareholders, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the

Securities and Exchange Act of 1934.

All such materials on our website are available free of charge.

This website address is for information only and is not intended to be an active link, or to incorporate any website information into this document.

address is for information only and is not intended to be an active link, or to incorporate any website information into this document.

In addition, copies of our filings are available by requesting them in writing or by phone from:

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business