Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, "Bank," announced a net loss of $8.5 million for the second quarter of 2025, compared to net income of $4.9 million for the first quarter of 2025. Diluted loss per share was $0.53 for the second quarter, compared to diluted earnings per share of $0.30 for the prior quarter. The loss was attributable to the previously announced securities repositioning which is more fully described below. Net income and diluted earnings per share for the second quarter excluding the loss on sale of securities was $4.7 million and $0.29, respectively, all other factors unchanged and with adjustments made based on the Company's blended statutory tax rate of 29.56%. See Reconciliation of GAAP and Non-GAAP Financial Measures below. If the adjustments were made using the Company's second quarter 2025 effective tax rate of 23.78%, net income and diluted earnings per share for the second quarter of 2025 excluding the loss on sale of securities was $5.7 million and $0.36, respectively, all other factors unchanged.

Comparable (non-GAAP) Excluding Loss on Sale of Securities

Concurrent with this release, Bancorp issued presentation slides providing supplemental information, some of which will be discussed during the second quarter 2025 earnings call. The earnings release and presentation slides are intended to be reviewed together and can be found online on Bank of Marin’s website at www.bankofmarin.com. under “Investor Relations.”

"We continue to take steps to improve our core financial performance as demonstrated by pre-tax pre-provision net income growth of 15% and 85% compared to the prior quarter and prior year to date, respectively," said Tim Myers, President and Chief Executive Officer. "Our recent securities repositioning, which was made possible by our strong capital and liquidity levels, should lead to further net interest margin expansion.

"With stable asset quality, the continued addition of new loan and deposit relationships, and a healthy loan pipeline, we expect further improvement in our financial performance in the coming quarters," said Myers.

Bancorp also provided the following highlights for the second quarter of 2025:

• As previously announced, the Bank sold available-for-sale ("AFS") securities with a book value of $185.8 million, resulting in a pre-tax loss of $18.7 million. Redeployment of the proceeds is expected to provide a 13 basis point increase in annualized net interest margin beginning in the third quarter and $0.20 of estimated earnings per share accretion over the next four quarters, assuming a 5.0% average yield on reinvestment. The securities repositioning is expected to have an approximate four-year earn back. The sale is part of a continued strategy to improve future earnings and increase return on equity. Excluding the loss on security sales, net income and diluted earnings per share for the second quarter would have been $4.7 million and $0.29, respectively, all other factors unchanged. See Reconciliation of GAAP and Non-GAAP Financial Measures below.

• The second quarter tax-equivalent net interest margin improved 7 basis points over the preceding quarter to 2.93% from 2.86%, largely due to the effects of new loan production at higher rates. The tax-equivalent net interest margin for the six months ended June 30, 2025 improved 39 basis points over the same period of the prior year due to the favorable impact of the securities repositioned in the second quarter of 2024, which resulted in higher yielding assets during the first six months of 2025.

• Return on average assets ("ROA") was (0.92)% (non-GAAP 0.50%) for the second quarter of 2025, compared to 0.53% for the prior quarter. Return on average equity ("ROE") was (7.80)% (non-GAAP 4.26%), compared to 4.52% for the prior quarter. The efficiency ratio for the second quarter of 2025 was 208.81% (non-GAAP 74.03%), compared to 76.44% last quarter. Non-GAAP ratios exclude the loss on security sales, all other factors unchanged, and with adjustments made based on the Company's blended statutory tax rate of 29.56%. See Reconciliation of GAAP and Non-GAAP Financial Measures below.

Comparable (non-GAAP) Excluding Loss on Sale of Securities

• The average cost of total deposits and of interest-bearing deposits decreased by 1 and 3 basis points, respectively, to 1.28% and 2.24%, in the second quarter of 2025, compared to the prior quarter. Non-interest bearing deposits continued to make up a strong portion of total deposits at 42.5% as of June 30, 2025, compared to 43.2% last quarter.

• There was no provision for credit losses on loans in the second quarter of 2025 compared to a $75 thousand provision in the previous quarter. The allowance for credit losses was 1.44% of total loans at June 30, 2025, consistent with March 31, 2025.

• Classified loans were 2.95% of total loans compared to 2.77% last quarter largely due to downgrades from special mention in two commercial real estate relationships during the quarter totaling $3.9 million.

• Non-accrual loans were 1.57% of total loans at quarter-end, down from 1.59% at March 31, 2025.

• Total deposits of $3.245 billion as of June 30, 2025 compared to $3.302 billion as of March 31, 2025, the decrease mainly due to business expenses, payroll and distributions, asset purchases and seasonal outflows for tax payments.

• Capital was above well-capitalized regulatory thresholds with total risk-based capital ratios of 16.25% as of June 30, 2025 for Bancorp compared to 16.69% as of March 31, 2025. Bancorp's tangible common equity to tangible assets ("TCE ratio") was 9.95% as of June 30, 2025. Bancorp's TCE ratio net of after-tax unrealized losses on held-to-maturity securities as if the losses were realized1 was 8.26% as of June 30, 2025.

• Bancorp repurchased 100,000 in shares for $2.2 million during the second quarter of 2025, contributing to an increase in the book value per share to $27.21 at June 30, 2025 compared to $27.13 at March 31, 2025, and the tangible book value per share2 to $22.55 at June 30, 2025 compared to $22.48 at March 31, 2025.

• The Board of Directors declared a cash dividend of $0.25 per share on July 24, 2025, which represents the 81st consecutive quarterly dividend paid by Bancorp. The dividend is payable on August 14, 2025, to shareholders of record at the close of business on August 7, 2025.

"Expenses grew 1.1% compared to the prior quarter, which was in line with a roughly 4% annual expense growth rate in recent years," said Chief Financial Officer Dave Bonaccorso. "The expense increases included technology-related expenditures that are expected to drive future efficiency as well as costs for branch upgrades, annual events, and regulatory agencies. This increase was partially offset by a decline in contributions expense from the acceleration of most of our annual charitable contributions from the second quarter into the first quarter. Looking ahead, we expect that expenses for the second half of 2025 will be similar to the first half of the year."

Loans and Credit Quality

Loans totaled $2.074 billion as of June 30, 2025, a net increase of $90 thousand from March 31, 2025. Loan originations for the second quarter were $68.8 million ($50.2 million funded) including $49.1 million ($41.6 million funded) in commercial loans, which includes commercial and industrial and commercial real estate loans. In the prior quarter, loan originations were $63.6 million ($47.4 million funded) including $50.2 million ($43.2 million funded) in commercial loans. The second quarter of the prior year included total originations of $94.5 million ($64.1 million funded) including $43.1 million ($30.0 million funded) in commercial loans.

Loan payoffs were $36.5 million for the second quarter of 2025, compared to $25.5 million for the first quarter of 2025 and $31.2 million in the second quarter of the prior year. In addition, there was $18.6 million of loan amortization from scheduled repayments and a net increase of $4.7 million in credit line utilization during the quarter ended June 30, 2025.

Accruing loans past due 30 to 89 days totaled $2.7 million as of June 30, 2025, compared to $6.0 million as of March 31, 2025. Contributing to the decrease were two commercial loans totaling $3.6 million, of which $2.8 million was paid off and the remaining was reclassified as non-accrual.

Non-accrual loans totaled $32.5 million, or 1.57% of the loan portfolio, at June 30, 2025, compared to $32.9 million, or 1.59% at March 31, 2025. Of the total non-accrual loans as of June 30, 2025, approximately 60% were paying as agreed, 89% were real estate secured, and all are being closely managed and monitored.

The Bank continues to uphold its prudent underwriting standards. In response to current market conditions, we continue to closely monitor our portfolio for signs of potential weakness to ensure proactive risk management and actively work towards a resolution on our classified loans. Classified loans increased by $3.7 million to $61.1 million as of June 30, 2025, from $57.4 million as of March 31, 2025. The increase was largely due to downgrades of two commercial real estate loans totaling $3.9 million, partially offset by paydowns and payoffs totaling $1.1 million.

Loans designated special mention, which are not considered adversely classified, increased by $2.6 million to $91.5 million as of June 30, 2025, from $88.9 million as of March 31, 2025. The increase was largely due to downgrades from pass or watch of $9.4 million, slightly offset by contractual paydowns and payoffs of $2.6 million and the downgrade of $4.2 million to substandard.

There were $52 thousand in net charge-offs for the second quarter of 2025. This compared to net charge-offs of $825 thousand for the first quarter of 2025.

There was no provision for credit losses on loans in the second quarter of 2025 and a $75 thousand provision in the prior quarter. The ratio of allowance for credit losses to total loans was unchanged at 1.44% at June 30, 2025, compared to 1.44% at March 31, 2025.

Cash, Cash Equivalents and Restricted Cash

Total cash, cash equivalents and restricted cash were $228.9 million at June 30, 2025, a decrease of $31.1 million compared to $259.9 million at March 31, 2025 largely due to the $56.9 million decrease in deposits, partially offset by paydowns and maturities of investment securities.

Investments

The investment securities portfolio totaled $1.215 billion at June 30, 2025, a decrease of $25.4 million from March 31, 2025. The decrease was primarily the result of the sale of available-for-sale securities with a book value of $185.8 million along with principal repayments and maturities of $57.0 million and $20.1 million, respectively, offset by the purchase of $219.2 million in available-for-sale securities and the reduction of the unrealized loss of $18.3 million in the portfolio which included the reduction of $18.7 million unrealized loss that was realized and recognized in the sale. Both the available-for-sale and held-to-maturity portfolios are eligible for pledging to FHLB or the Federal Reserve as collateral for borrowing. The portfolios are comprised of high credit quality investments with average effective durations of 2.55 on available-for-sale securities and 5.58 on held-to-maturity securities. Both portfolios generate cash flows monthly from interest, principal amortization and payoffs, which supports the Bank's liquidity. Those cash flows totaled $85.4 million and $72.8 million in the second and first quarters of 2025, respectively.

Deposits

Deposits decreased $56.9 million to $3.245 billion at June 30, 2025, compared to $3.302 billion at March 31, 2025. The majority of this decrease was $46.6 million in non-interest bearing deposits, largely affected by business expenses, payroll and distributions, asset purchases and seasonal outflows for tax payments. Despite that, non-interest bearing deposits continued to make up a strong 42.5% of total deposits at June 30, 2025, compared to 43.2% at March 31, 2025. The Bank's competitive and balanced approach to relationship management and focused outreach to customers seeking alternative options for banking solutions generated over 1,000 new accounts during the second quarter, 40% of which were new relationships (excluding new reciprocal accounts).

Borrowings and Liquidity

At June 30, 2025, the Bank had no outstanding borrowings, consistent with March 31, 2025. While available as a liquidity source, we have not utilized brokered deposits. Net available funding sources, including unrestricted cash, unencumbered available-for-sale securities and total available borrowing capacity totaled $1.863 billion, or 57% of total deposits and 200% of estimated uninsured and/or uncollateralized deposits as of June 30, 2025.

The following table details the components of our contingent liquidity sources as of June 30, 2025.

Capital Resources

The total risk-based capital ratio for Bancorp was 16.25% at June 30, 2025, compared to 16.69% at March 31, 2025. The decrease was largely due to losses realized on the sale of available-for-sale securities associated with the portfolio repositioning. The total risk-based capital ratio for the Bank was 15.00% at June 30, 2025, compared to 16.45% at March 31, 2025. The decrease was mainly due to a dividend of $32.0 million that was paid by the Bank to Bancorp during the second quarter of 2025.

Bancorp's tangible common equity to tangible assets ("TCE ratio") was 9.95% at June 30, 2025, compared to 9.82% at March 31, 2025. Our capital plan and point-in-time capital stress tests indicate that Bank of Marin and Bancorp capital ratios will remain above regulatory well-capitalized and internal policy minimums throughout a five-year forecast horizon and across stress scenarios such as additional unrealized losses on the investment portfolio, additional deposit growth or decline, loan credit quality deterioration, and potential share repurchases.

Earnings

Net Interest Income

Net interest income totaled $25.9 million for the second quarter of 2025, a $966 thousand increase from the prior quarter. This was driven by an increase of $9.6 million in average earning assets including a $678 thousand increase in loan interest income due to the continued replenishment of the loan portfolio at higher rates.

The tax-equivalent net interest margin increased to 2.93% for the second quarter of 2025, compared to 2.86% for the prior quarter. Loan originations at higher rates contributed to 4 basis points growth in the second quarter. Higher average interest-earning deposit balances with banks increased the margin by 2 basis points and the repositioning of securities added 1 basis point to the margin, with more impact to come.

Non-Interest Income (Loss)

Non-interest income was in a loss position of $15.6 million for the second quarter of 2025, compared to net interest income of $2.9 million for the prior quarter. The decrease of $18.5 million from the prior quarter was primarily attributable to a loss of $18.7 million on the sale of available-for-sale investment securities during the second quarter, slightly offset by the recording of a bank owned life insurance death benefit receivable. Excluding the loss on sale of securities, non-interest income for the quarter was $3.1 million, an increase of $241 thousand from prior quarter.

Non-Interest Expense

Non-interest expense totaled $21.5 million for the second quarter of 2025, compared to $21.3 million for the prior quarter, an increase of $226 thousand. This was mainly due to increased information technology expense and other expenses including the annual shareholders meeting and other events, partially offset by reduced charitable contribution expense in the second quarter which was paid out mostly in the first quarter for the 2025 year.

Statement Regarding use of Non-GAAP Financial Measures

Financial results are presented in accordance with GAAP and with reference to certain non-GAAP financial measures. Management believes that, given industry turmoil that largely began in the first quarter of 2023, the presentation of Bancorp's non-GAAP TCE ratio reflecting the after tax impact of unrealized losses on held-to-maturity securities provides useful supplemental information to investors because it reflects the level of capital remaining after a hypothetical liquidation of the entire securities portfolio. In addition, management believes that providing selected financial measures excluding the loss on sale of securities discussed above is useful to investors as the strategic short-term loss taken for long-term profitability makes the operational performance difficult to compare to other periods. Because there are limits to the usefulness of this or any other non-GAAP measure to investors, Bancorp encourages readers to consider its annual and quarterly consolidated financial statements and notes related thereto for their entirety, as filed with the Securities and Exchange Commission, and not to rely on any single financial measure. A reconciliation of the GAAP financial measures to comparable non-GAAP financial measures is presented below.

Reconciliation of GAAP and Non-GAAP Financial Measures

Reconciliation of GAAP and Non-GAAP Financial Measures (continued)

Share Repurchase Program

Bancorp repurchased 100,000 shares totaling $2.2 million at an average price of $21.72 per share during the second quarter of 2025 under our existing share repurchase program expiring July 31, 2025. As announced in the Form 8-K filed simultaneously today, the board of directors has authorized the repurchase of up to $25.0 million of its common stock effective July 24, 2025 through July 31, 2027. This stock buyback program replaces the existing program approved in 2023 and expiring July 31, 2025 under which Bancorp repurchased $6.4 million worth in shares.

Insider Trading Policy Revisions

Following a review of industry practice and consultation with Bancorp’s legal counsel, certain revisions to Bancorp’s Insider Trading Policy were approved by the board of directors at a meeting on July 24, 2025. Among the revisions, the commencement of the regular quarterly blackout period was changed from three weeks prior to quarter end to two weeks prior to quarter end. Additionally, provisions were added covering the use of 10b5-1 trading plans by Bancorp employees and directors requiring pre-approval of any such plans by Bancorp and mandating that such plans conform to Securities and Exchange Commission rules.

Earnings Call and Webcast Information

Bank of Marin Bancorp (Nasdaq: BMRC) will present its second quarter financial results call via webcast on Monday, July 28, 2025 at 8:30 a.m. PT/11:30 a.m. ET. Investors can listen to the webcast online through Bank of Marin’s website at www.bankofmarin.com. under “Investor Relations.” To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at the same website location shortly after the call. Closed captioning will be available during the live webcast, as well as on the webcast replay.

About Bank of Marin Bancorp

Founded in 1990 and headquartered in Novato, Bank of Marin is the wholly owned subsidiary of Bank of Marin Bancorp (Nasdaq: BMRC). A leading business and community bank with assets of $3.7 billion, Bank of Marin provides commercial and personal banking, specialty lending, and wealth management and trust services throughout its network of 27 branches and eight commercial banking offices serving Northern California. Specializing in providing legendary service to its clients and investing in its local communities, Bank of Marin has consistently been ranked one of the “Top Corporate Philanthropists” by San Francisco Business Times since 2003, was inducted into NorthBay Biz’s “Best of” Hall of Fame in 2024, and ranked top 13 in Sacramento Business Journal’s 2025 Corporate Direct Giving List. Bank of Marin Bancorp is included in the Russell 2000 Small-Cap Index and Nasdaq ABA Community Bank Index. For more information, visit www.bankofmarin.com.

Forward-Looking Statements

This release may contain certain forward-looking statements that are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact Bancorp's earnings in future periods. 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 such as “will,” “would,” “should,” “could” or “may.” 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 the Trump administration's approach to tariffs and trade, acts of terrorism, war or other conflicts, 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. These and other important factors are detailed in various securities law filings made periodically by Bancorp, copies of which are available from Bancorp without charge. 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 after the date of this press release or to reflect the occurrence of unanticipated events.