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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-03-14 · 33 added, 22 removed, 126 unchanged (30% of the section changed)

5 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting discussed below.

This material weakness resulted material misstatements to our previously issued annual consolidated financial statements for the years ended December 31, 2024 and 2023, and the quarters ended September 30, 2025, June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024, and March 31, 2024, which are being restated and revised in this Annual Report on Form 10-K.

(B) Management's Annual Report on Internal Control over Financial Reporting

2 unchanged sentences

Management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, utilizing the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024.

There are inherent limitations to the effectiveness of any system of internal control over financial reporting.

These limitations include the possibility of human error, the circumvention or overriding of the system and reasonable resource constraints.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's report on internal control over financial reporting is set forth in ITEM 8 and is incorporated herein by reference.

Based on this assessment, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025, as discussed below.

Material Weakness

We have identified the following material weakness which exists as of December 31, 2025:

Management did not design and implement adequate control activities related to the accounting for and classification of certain reciprocal deposits and transactions.

The ineffective controls over the accounting for and classification of reciprocal network deposits resulted in (1) a material misclassification of deposits within the Consolidated Statements of Condition between interest bearing deposits and non-interest bearing deposits and (2) an immaterial misclassification of expenses within the Consolidated Statements of Comprehensive (Loss) Income, between interest expense and non-interest expense, with no impact to net (loss) income.

Accordingly, we have restated our annual consolidated financial statements for the years ended December 31, 2024 and 2023, and our unaudited interim condensed consolidated financial statements for the quarters ended September 30, 2025, June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024, and March 31, 2024.

While only the statement of condition misclassification was significant enough to result in the material misstatement, management

chose to revise the statement of comprehensive (loss) income as well for the affected periods in order to provide a more complete picture.

Remediation Plan for the Material Weakness

In response to the identified material weakness noted above, management has begun a remediation plan to enhance its internal control over financial reporting to:

• Enhance risk assessment procedures over reciprocal deposit networks to identify whether additional control activities are needed to conform to our accounting policies;

• Increase involvement of technical accounting resources for complex areas at initial onboarding and for periodic review;

• Require formal documentation of technical conclusion and evidence of supervisory oversight for third party reciprocal deposit networks.

While we expect that the implementation of these controls will address this material weakness, management continues to evaluate and work to improve its internal control over financial reporting, and may determine to take additional measures or determine to modify the remediation plan described above.

Notwithstanding the identified material weakness, management, including our chief executive officer and chief financial officer have determined, based on the procedures performed, that the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects the financial condition, results of operations and cash flows of the Company for the periods presented in accordance with U.S.

generally accepted accounting principles.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Baker Tilly US, LLP, the Company’s independent registered public accounting firm, as stated in their report, which report expresses and adverse opinion due to a material weakness, dated March 13, 2026 below.

The Company's independent registered public accounting firm, Moss Adams LLP, has audited the effectiveness of internal control over financial reporting as of December 31, 2024 as stated in their audit report, which is included in ITEM 8 and incorporated herein by reference.

The Company's independent registered public accounting firm, Baker Tilly US, LLP, has audited the effectiveness of internal control over financial reporting as of December 31, 2025 as stated in their audit report, which report expresses an adverse opinion due to a material weakness, and is incorporated herein by reference.

(D) Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2024, there were no significant changes that materially affected, or are reasonably likely to affect, our internal control over financial reporting identified in connection with the evaluation mentioned in (B) above.

The term internal control over financial reporting, as defined by Rule

15d-15(f) of the Act, is a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

During the quarter ended December 31, 2025, except as noted above, there were no significant changes that materially affected, or are reasonably likely to affect, our internal control over financial reporting identified in connection with the evaluation mentioned in (B) above.

The term internal control over financial reporting, as defined by Rule 15d-15(f) of the Act, is a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

15 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company’s inde pendent registered public accounting firm is Moss Adams LLP , Issuing Office:

The Company’s inde pendent registered public accounting firm is Baker Tilly US, LLP , Issuing Office:

Portland, OR , PCAOB ID:

4 unchanged sentences

The financial statements and supplementary data listed below are filed as part of this report under ITEM 8, captioned Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm for the years ended December 31, 2024, 2023 and 2022

Report of Independent Registered Public Accounting Firm

Management's Report on Internal Control over Financial Reporting

Consolidated Statements of Condition as of December 31, 2025 and 2024

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023

12 unchanged sentences

S-4 333-257025 3.02 June 11, 2021

4.1 6.750% Fixed -to- Floating Rate Subordinated Note due December 1, 2035

4.1 November 19, 2025

4.01 Description of Capital Stock

10-K 001-33572 4.01 March 16, 2023

10.1 S ubordinated Note Purchase Agreement , dated as of November 19, 2025

01-33572 10.1 November 19, 2025

10.01 Employee Stock Ownership Plan

28 unchanged sentences

14.01 Code of Ethical Conduct, dated September 25 , 202 5

19.01 I nsider Trading Policy

21.01 L ist of Subsidiaries

23.01 Consent of Moss Adams LLP

19.01 Insider Trading Policy

21.01 List of Subsidiaries

23.01 Consent of Baker Tilly US, LLP

31.01 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

29 unchanged sentences

Members of Bank of Marin Bancorp's Board of Directors

March 14, 2025 /s/ William H.

McDevitt, Jr.

March 13, 2026 /s/ James C.

Chairman of the Board

4 unchanged sentences

Cigdem Gencer

March 14, 2025 /s/ James C.

March 13, 2026 /s/ Kevin R.

March 14, 2025 /s/ Sanjiv S.

March 13, 2026 /s/ Joel Sklar

4 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 9A. Controls and Procedures