Gotelli Robert 4

What Happened

• Robert Gotelli, Executive Vice President of Bank of Marin Bancorp (BMRC), had 2,212 performance-based restricted shares forfeited on March 25, 2026. The shares were cancelled for no consideration (transaction reported at $0.00), reflecting a 0% payout on the performance award.

Key Details

• Transaction date: 2026-03-25; Report filed: 2026-03-27 (timely filing).
• Transaction type/code: "Other acquisition or disposition (J)" — recorded as a disposition with $0.00 proceeds.
• Shares affected: 2,212 performance-based restricted shares forfeited.
• Shares owned after transaction: not provided in the supplied filing details.
• Footnote F1: Confirms these were 2023 performance-based restricted shares with a three-year cliff vesting; performance goals were not met so all shares were forfeited with no payout.
• Other footnotes (F2–F4) on the filing describe vesting/exercise schedules for other awards but do not pertain to this forfeiture.

Context

• This was not a market sale or purchase and therefore does not signal a buy/sell decision by the insider — it reflects contractually driven cancellation due to unmet performance criteria. For retail investors, forfeitures are administrative outcomes of compensation plans rather than direct insider market activity.