Stewart Misako 4

What Happened

• Stewart Misako, Executive Vice President of Bank of Marin Bancorp (BMRC), had 3,222 performance-based restricted shares forfeited on March 25, 2026. The Form 4 reports the disposition as 3,222 shares at $0.00 (no proceeds).
• These shares were performance-based RSUs granted in 2023 with a three-year cliff vesting schedule; performance goals were not achieved, resulting in a 0% payout and cancellation of all awarded shares (no consideration).

Key Details

• Transaction date: 2026-03-25; reported on Form 4 filed 2026-03-27 (appears filed within the normal two-business-day window).
• Reported transaction: "Other acquisition or disposition (J)" — disposition by forfeiture at $0.00 for a total value of $0.
• Shares owned after the transaction: not specified in the information provided on this filing.
• Footnotes in the filing:
  • F1: Confirms forfeiture/cancellation of the 2023 performance-based restricted shares due to unmet performance goals (0% payout).
  • F2/F3: Describe vesting schedules for other awards (20%/year or 33%/year) referenced elsewhere in the filing; not directly related to the forfeited 2023 performance award.
• This was a forfeiture/cancellation, not an open-market sale or purchase — it did not generate cash proceeds and should not be read as a market transaction.

Context

• Forfeitures of unvested, performance-based awards are common when performance criteria are not met; they reflect award outcomes, not necessarily an executive choosing to sell shares.
• No implication about insider sentiment should be inferred from this filing alone; it documents compensation plan outcomes rather than trading activity.