What Bank of Marin Bancorp told the SEC could break it.

Bank of Marin's lending is heavily concentrated in Northern California: virtually all loans are to customers located there, ~90% of total loans were secured by real estate at December 31, 2025, and 79% of total loans were commercial real estate (mostly secured by property in Marin, Sonoma, San Francisco, Alameda, Napa, Sacramento and Contra Costa counties); this geographic and CRE concentration — subject to regulatory CRE-concentration guidance — means a downturn in Northern California real estate or the regional economy would disproportionately raise credit losses.

“Virtually all of our loans are from customers located in Northern California. Approximately 90 % and 89 % of total loans were secured by real estate at December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, 79 % and 77 %, respectively, of our total loans were commercial real estate”

Bank of Marin's primary Northern California market is located in both earthquake- and wildfire-prone zones and is also subject to severe rainstorms, drought and floods; these events — including PG&E public-safety power shutoffs in the North Bay and Sacramento — have unexpectedly interrupted its business operations, and because ~90% of its loans are real-estate-secured, a major earthquake, wildfire or flood could damage collateral and borrowers' finances, materially affecting credit quality and operations.

“our primary market is located in both earthquake and wildfire-prone zones in Northern California, which is also subject to other weather or disasters, such as severe rainstorms, drought or flood. These events have interrupted our business operations unexpectedly at times (e.g., PG&E power shutoffs in the North Bay and Sa”

Bank of Marin's funding shows some concentration — its top ten depositor relationships accounted for approximately 12% of total deposit balances at December 31, 2025 (up from 9%), and large commercial depositors' cash cycles cause short-term balance volatility — so a long-term decline in deposit funding would adversely affect liquidity; additionally, holding company Bancorp depends on dividends from the Bank (restricted under the California Financial Code/DFPI to the lesser of retained earnings or recent net profits, subject to regulatory approval) to service obligations including subordinated-note interest.

“our top ten depositor relationships accounted for approximately 12% and 9% of total deposit balances at December 31, 2025 and 2024, respectively.”

Bancorp and Bank of Marin are subject to extensive federal and state governmental supervision, regulation and control (Federal Reserve, FDIC and the California DFPI) affecting lending, capital and dividends, plus Dodd-Frank, regulatory CRE-concentration guidance and the Inflation Reduction Act's 1% stock-buyback excise tax; the company also flags an unpredictable regulatory landscape under the current administration's rapidly evolving executive actions, any of which could materially affect its business.

“Bancorp and the Bank are subject to extensive federal and state governmental supervision, regulation and control.”