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Bank of Marin Bancorp

For the period ended Dec 31, 2023. Filed Mar 14, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 14, 2024

BMRC$28.65-0.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 8. Consolidated Statements of Cash Flows

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSPage-59
Note 1: Summary of Significant Accounting PoliciesPage-59
Note 2: Investment SecuritiesPage-71
Note 3: Loans and Allowance for Credit LossesPage-77
Note 4: Bank Premises and EquipmentPage-84
Note 5: Bank Owned Life InsurancePage-84
Note 6: DepositsPage-85
Note 7: BorrowingsPage-85
Note 8: Stockholders' Equity and Stock PlansPage-86
Note 9: Fair Value of Assets and LiabilitiesPage-90
Note 10: Benefit PlansPage-92
Note 11: Income TaxesPage-93
Note 12: Commitments and ContingenciesPage-95
Note 13: Concentrations of Credit RiskPage-96
Note 14: Derivative Financial Instruments and Hedging ActivitiesPage-97
Note 15: Regulatory MattersPage-99
Note 16: Financial Instruments with Off-Balance Sheet RiskPage-100
Note 17: Condensed Bank of Marin Bancorp Parent Only Financial StatementsPage-101
Note 18: MergerPage-102
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREPage-104
ITEM 9A.CONTROLS AND PROCEDURESPage-104
ITEM 9B.OTHER INFORMATIONPage-105
ITEM 9C.DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSPage-105
PART IIIPage-105
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEPage-105
ITEM 11.EXECUTIVE COMPENSATIONPage-105
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSPage-105
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEPage-105
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESPage-105
PART IVPage-106
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULESPage-106
SIGNATURESPage-108

Part I

Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "1933 Act") and Section 21E of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). Those sections of the 1933 Act and 1934 Act provide a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their financial performance so long as they provide meaningful, cautionary statements identifying important factors that could cause actual results to differ significantly from projected results.

Our forward-looking statements include descriptions of plans or objectives of management for future operations, products or services, and forecasts of revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "intend," "estimate" or words of similar meaning, or future or conditional verbs preceded by "will," "would," "should," "could" or "may."

Forward-looking statements are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact Bancorp's earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions and the economic uncertainty in the United States and abroad, including economic or other disruptions to financial markets caused by acts of terrorism, war or other conflicts such as the war between Russia and Ukraine and more recently the war between Israel and Hamas, impacts from inflation, supply chain disruptions, changes in interest rates (including the actions taken by the Federal Reserve to control inflation), California's unemployment rate, deposit flows, real estate values, and expected future cash flows on loans and securities; the impact of adverse developments at other banks, including bank failures, that impact general sentiment regarding the stability and liquidity of banks; costs or effects of acquisitions; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; natural disasters (such as wildfires and earthquakes in our area); adverse weather conditions; interruptions of utility service in our markets for sustained periods; and other economic, competitive, governmental, regulatory and technological factors (including external fraud and cybersecurity threats) affecting our operations, pricing, products and services; and successful integration of acquisitions.

Important factors that could cause results or performance to differ materially from those expressed in our prior forward-looking statements are detailed in ITEM 1A, Risk Factors section of this report. Forward-looking statements speak only as of the date they are made. Bancorp undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.

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