FORM 10-K OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Bank of Marin Bancorp (Exact name of Registrant as specified in its charter) Securities registered pursuant to Section 12 (b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common Stock, No Par Value BMRC The Nasdaq Stock Market Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant ...

NOVATO, Calif.--(BUSINESS WIRE)--Bank of Marin Bancorp (NASDAQ: BMRC) and Bank of Marin, its wholly owned subsidiary, announce the retirement of Robert Heller from its board of directors effective May 13, 2024. Heller joined both Bank of Marin Bancorp and Bank of Marin boards in 2005. “ It has been a great pleasure to serve on the boards of Bank of Marin and Bank of Marin Bancorp, the preeminent community banking institution of northern California, for the last two decades. During this time, the Bank grew ...

Financial Data and Key Metrics Changes - The company reported a net income of $610,000 in Q4 2023, or $0.04 per diluted share, compared to $5.3 million, or $0.33 per share in Q3 2023 [119] - The average cost of deposits increased by 21 basis points in Q4 to 1.15%, continuing the deceleration from the previous quarter [87] - Total risk-based capital ratio improved to 16.89% at year-end, compared to 16.56% at September 30 [104] Business Line Data and Key Metrics Changes - Loan originations improved from $22.7 million in Q3 to $53.8 million in Q4, largely offset by payoffs and strategic exits [102] - Non-interest expenses declined 2% from the prior quarter to $19.3 million, down from $19.7 million [28] - Classified loans comprised 1.56% of total loans at year-end, an improvement from 1.9% at the end of Q3 [41] Market Data and Key Metrics Changes - Non-interest-bearing deposits remained strong at 44% of total deposits, with outflows primarily due to seasonal business activities [87] - The company experienced a $5.9 million pretax net loss on the sale of investment securities, impacting net income by $4.2 million [89] - The deposit base is well diversified, with businesses representing 59% of total deposit balances [47] Company Strategy and Development Direction - The company is focused on enhancing profitability through strategic balance sheet repositioning and maintaining strong capital and liquidity levels [92][104] - There is an ongoing emphasis on relationship-based banking to maintain an attractive deposit mix and healthy liquidity levels [93] - The company is actively looking for opportunities to grow the loan portfolio while managing credit risk [102][108] Management's Comments on Operating Environment and Future Outlook - Management noted that the current interest rate risk position will support increased profitability in the year ahead amid a potentially higher for longer interest rate environment [81] - The company expects to see further margin improvement in the coming quarters due to the full effect of balance sheet restructuring and natural repricing of the existing loan book [119] - Management remains optimistic about the loan pipeline and is seeing a loosening of market sentiment regarding borrowing [117] Other Important Information - The company declared a cash dividend of $0.25 per share, marking the 75th consecutive quarterly dividend [30] - The average balance per account on the deposit base decreased by $5,000 over the quarter, with the largest depositor representing just 1.7% of total deposits [131] Q&A Session All Questions and Answers Question: What drove the increase to special mention loans in the quarter? - Management indicated that the increase was due to a more aggressive approach in monitoring loans, moving those without improvement into special mention status [9][10] Question: Can you break out the larger segments represented in the classified balance? - The largest loan in the classified balance is an office building in San Francisco, which makes up nearly half of that balance, and continues to pay as agreed [16][17] Question: What is the outlook for non-interest expense growth? - Management indicated that while they are mindful of expenses, they are also looking to make hires and invest in technology to streamline operations [20][37]

Forward-Looking Statements This presentation includes some non-GAAP financial measures as shown in the Appendix of this presentation. Please refer to the reconciliation of GAAP to Non-GAAP financial measures included in our Form 8-K under Item 9 - Financial Statements and Exhibit 99.1 filed with the SEC on January 29, 2024. 1Weighted average rates for securities and loans. Tax-equivalent average interest yield for cash and cost for borrowings. 2See Reconciliation of Non-GAAP Financial Measures in the Append ...

Bank of Marin (BMRC) reported $20.98 million in revenue for the quarter ended December 2023, representing a year-over-year decline of 41.7%. EPS of $0.30 for the same period compares to $0.81 a year ago.The reported revenue compares to the Zacks Consensus Estimate of $27.5 million, representing a surprise of -23.71%. The company delivered an EPS surprise of -6.25%, with the consensus EPS estimate being $0.32.While investors scrutinize revenue and earnings changes year-over-year and how they compare with Wal ...

NOVATO, Calif.--(BUSINESS WIRE)--Bank of Marin Bancorp, "Bancorp" (Nasdaq: BMRC), parent company of Bank of Marin, "Bank," today announced earnings of $610 thousand for the fourth quarter of 2023, compared to $5.3 million for the third quarter of 2023. Diluted earnings per share were $0.04 for the fourth quarter of 2023, compared to $0.33 for the prior quarter. Full year 2023 earnings were $19.9 million, compared to $46.6 million for 2022. Diluted earnings per share were $1.24 and $2.92 for the years ended ...

The upcoming report from Bank of Marin (BMRC) is expected to reveal quarterly earnings of $0.32 per share, indicating a decline of 60.5% compared to the year-ago period. Analysts forecast revenues of $27.5 million, representing a decrease of 23.5% year over year.Over the past 30 days, the consensus EPS estimate for the quarter has remained unchanged. This demonstrates the covering analysts' collective reassessment of their initial projections during this period.Before a company announces its earnings, it is ...

PART I FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=3&type=section&id=ITEM%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited consolidated financial statements for Bank of Marin Bancorp as of September 30, 2023 [Consolidated Statements of Condition](index=3&type=section&id=Consolidated%20Statements%20of%20Condition) Total assets slightly decreased to $4.04 billion, driven by reduced investment securities and net loans, while equity increased Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$4,035,549** | **$4,147,464** | | Total investment securities | $1,593,957 | $1,774,303 | | Loans, net | $2,062,682 | $2,069,563 | | **Total Liabilities** | **$3,616,931** | **$3,735,372** | | Total deposits | $3,443,684 | $3,573,348 | | Short-term borrowings | $120,335 | $112,439 | | **Total Stockholders' Equity** | **$418,618** | **$412,092** | [Consolidated Statements of Comprehensive (Loss) Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20%28Loss%29%20Income) Q3 2023 net income was $5.3 million; nine-month net income decreased to $19.3 million from $33.7 million due to higher interest expense Income Statement Highlights (in thousands, except per share data) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $24,469 | $33,027 | $78,497 | $94,122 | | Provision for Credit Losses | $425 | $422 | $1,275 | $(63) | | Non-interest Income | $2,598 | $2,723 | $8,272 | $8,318 | | Non-interest Expense | $19,747 | $18,678 | $60,192 | $56,959 | | **Net Income** | **$5,295** | **$12,174** | **$19,285** | **$33,705** | | **Diluted EPS** | **$0.33** | **$0.76** | **$1.20** | **$2.11** | - Total comprehensive loss for Q3 2023 was **$(1.9) million**, driven by a **$(7.2) million** other comprehensive loss (net of tax), primarily from changes in unrealized gains/losses on available-for-sale securities[149](index=149&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity increased to $418.6 million, primarily from net income, partially offset by dividends and other comprehensive loss Changes in Stockholders' Equity (Nine Months Ended Sep 30, 2023, in thousands) | Description | Amount | | :--- | :--- | | Balance at January 1, 2023 | $412,092 | | Net Income | $19,285 | | Other comprehensive loss, net of tax | $(2,834) | | Cash dividends paid on common stock ($0.75 per share) | $(12,070) | | Stock-based compensation & other | $1,945 | | **Balance at September 30, 2023** | **$418,618** | - The company paid cash dividends of **$0.25 per share** in Q3 2023, totaling $4.0 million, consistent with the dividend paid in Q3 2022[9](index=9&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $77.7 million, with operating and investing activities providing cash, offset by financing activities Cash Flow Summary (Nine Months Ended, in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $34,872 | $38,951 | | Net cash provided by (used in) investing activities | $176,486 | $(283,031) | | Net cash (used in) provided by financing activities | $(133,650) | $81,991 | | **Net increase (decrease) in cash** | **$77,708** | **$(162,089)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed notes cover accounting policies, fair value measurements, investment and loan portfolios, credit quality, borrowings, and derivatives - The company adopted ASU No 2022-02 regarding troubled debt restructurings and vintage disclosures on January 1, 2023, with an **immaterial cumulative-effect adjustment** to retained earnings[13](index=13&type=chunk)[41](index=41&type=chunk)[126](index=126&type=chunk) - On July 7, 2023, the Bank entered into interest rate swap agreements with notional values of **$101.8 million** to hedge interest rate sensitivity on its available-for-sale securities portfolio[89](index=89&type=chunk)[216](index=216&type=chunk) - On July 13, 2023, the Bank sold its entire investment in Visa Inc Class B restricted common stock for a **$2.8 million gain**[62](index=62&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 2023 net income of $5.3 million, stable deposits, strong loan performance, and robust capital and liquidity [Executive Summary](index=35&type=section&id=Executive%20Summary) Q3 2023 net income was $5.3 million, with a 2.48% net interest margin, strong credit quality, and capital ratios exceeding well-capitalized levels Q3 2023 Performance Highlights | Metric | Q3 2023 | Q2 2023 | | :--- | :--- | :--- | | Net Income | $5.3 million | $4.6 million | | Diluted EPS | $0.33 | $0.28 | | Tax-equivalent Net Interest Margin | 2.48% | 2.45% | | ROA | 0.52% | 0.44% | | ROE | 4.94% | 4.25% | - Net available funding sources of **$2.1 billion** provided **211% coverage** of an estimated **$989.8 million** in uninsured deposits at September 30, 2023[225](index=225&type=chunk) - The Board of Directors declared a cash dividend of **$0.25 per share**, the **74th consecutive quarterly dividend**[203](index=203&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Net interest income slightly increased quarter-over-quarter, with a provision for credit losses and decreased non-interest expense - Net interest income for the nine months ended Sep 30, 2023, decreased by **$15.6 million** compared to the prior year, primarily due to **$23.9 million** in higher funding costs[235](index=235&type=chunk) - The Q3 provision for credit losses of **$425 thousand** was mainly due to qualitative factor adjustments for trends in adversely graded non-owner-occupied commercial real estate and construction loans[227](index=227&type=chunk)[263](index=263&type=chunk) - Q3 non-interest expense decreased by **$918 thousand** from Q2, driven by lower salaries and benefits (**$675 thousand**) and charitable contributions (**$618 thousand**), partially offset by higher fees for reciprocal deposit networks[242](index=242&type=chunk) [Financial Condition Summary](index=44&type=section&id=Financial%20Condition%20Summary) Financial condition remains solid with decreased investment portfolio, stable loan portfolio, robust capital, and strong liquidity - The investment securities portfolio decreased by **$180.3 million** since year-end 2022, primarily due to principal repayments (**$87.7 million**) and sales of AFS securities (**$82.7 million**)[277](index=277&type=chunk) - The non-owner-occupied office portfolio in San Francisco represents **3%** of the total loan portfolio, with a weighted average LTV of **66%** and debt-service coverage of **1.07x**[311](index=311&type=chunk) - Non-interest bearing deposits constituted **47.7%** of total deposits at Sep 30, 2023, down from **51.5%** at year-end 2022, with a corresponding shift to money market and time deposits[312](index=312&type=chunk) Capital Adequacy Ratios (Bancorp) | Ratio | September 30, 2023 | Well-Capitalized Threshold | | :--- | :--- | :--- | | Total Capital (to risk-weighted assets) | 16.56% | 10.00% | | Tier 1 Capital (to risk-weighted assets) | 15.63% | 8.00% | | Common Equity Tier 1 | 15.63% | 6.50% | | Tier 1 Leverage | 10.24% | 5.00% | [Quantitative and Qualitative Disclosure about Market Risk](index=49&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company manages interest rate risk through ALCO, using simulations to maintain risk within policy limits - The company manages interest rate risk by correlating the effects of rate changes on assets (loans, investments) with liabilities (deposits, borrowings) to protect net interest margin and capital[296](index=296&type=chunk)[325](index=325&type=chunk) - The company uses interest rate swaps to mitigate changes in the fair value of selected investment securities and long-term fixed-rate loans[297](index=297&type=chunk) Interest Rate Sensitivity Analysis (Estimated Change in Net Interest Income) | Rate Shift (bps) | Year 1 Change | Year 2 Change | | :--- | :--- | :--- | | +200 | (0.3)% | 1.8% | | +100 | 0.0% | 1.3% | | **Base** | **0.0%** | **0.0%** | | -100 | 1.2% | (1.3)% | | -200 | 3.6% | (0.4)% | [Controls and Procedures](index=50&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective, with no significant changes to internal controls over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of the end of the reporting period[300](index=300&type=chunk) - **No significant changes** were made to internal controls over financial reporting during the quarter ended September 30, 2023[301](index=301&type=chunk)[329](index=329&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=51&type=section&id=ITEM%201.%20Legal%20Proceedings) No pending legal proceedings are expected to have a material adverse effect on the company's financial condition or operations - The company is not party to any legal actions expected to have a **material adverse effect** on its financial condition or operations[178](index=178&type=chunk)[330](index=330&type=chunk) [Risk Factors](index=51&type=section&id=ITEM%201A.%20Risk%20Factors) Key risks include eroded customer confidence from bank failures, unrealized losses in securities, and increased regulatory scrutiny - Recent high-profile bank failures have **eroded customer confidence**, potentially impacting the company's liquidity, net interest margin, and stock price volatility[344](index=344&type=chunk) - Rising interest rates have created **significant unrealized losses** in the securities portfolio If the company were required to sell these securities for liquidity, it could realize losses that **impair capital and profitability**[303](index=303&type=chunk)[331](index=331&type=chunk) - The company anticipates **increased regulatory scrutiny and new regulations** for banks of its size following recent industry events, which may **increase costs and affect operations**[345](index=345&type=chunk)[346](index=346&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales occurred; a new **$25.0 million** share repurchase program was approved but **no repurchases** made in 2023 - A new share repurchase program for up to **$25.0 million** was approved on July 21, 2023, expiring July 31, 2025[139](index=139&type=chunk)[347](index=347&type=chunk) - There have been **no share repurchases** in 2023[139](index=139&type=chunk) [Defaults Upon Senior Securities](index=52&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) **No defaults** upon senior securities - There were **no defaults** upon senior securities[334](index=334&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) **Not applicable** to the company - This item is **not applicable** to the company[348](index=348&type=chunk) [Other Information](index=52&type=section&id=ITEM%205.%20Other%20Information) **Not applicable** to the company - This item is **not applicable** to the company[335](index=335&type=chunk) [Exhibits](index=53&type=section&id=ITEM%206.%20Exhibits) The report includes required certifications and XBRL data files - The report includes **required certifications** pursuant to the Sarbanes-Oxley Act of 2002 and Inline XBRL filings[350](index=350&type=chunk)

Bank of Marin Bancorp (NASDAQ:BMRC) Q3 2023 Earnings Conference Call October 23, 2023 11:30 AM ET Company Participants Yahaira Garcia-Perea - Marketing and Corporate Communications Manager Tim Myers - President and CEO Tani Girton - EVP and CFO Misako Stewart - Chief Credit Officer Conference Call Participants Jeffrey Rulis - D.A. Davidson David Feaster - Raymond James Woody Lay - KVW Andrew Terrell - Stephens Matthew Clark - Piper Sandler Tim Coffey - Janney Montgomery Scott Operator Good morning, everyone ...

PART I FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=3&type=section&id=ITEM%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated financial statements for the period ended June 30, 2023 [Consolidated Statements of Condition](index=3&type=section&id=Consolidated%20Statements%20of%20Condition) Total assets slightly decreased to $4.09 billion, driven by a decline in deposits offset by increased borrowings Consolidated Statements of Condition (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$4,092,133** | **$4,147,464** | | Total investment securities | $1,717,750 | $1,774,303 | | Loans, net | $2,078,964 | $2,069,563 | | **Total Liabilities** | **$3,668,192** | **$3,735,372** | | Total deposits | $3,325,212 | $3,573,348 | | Short-term borrowings and other obligations | $292,572 | $112,439 | | **Total Stockholders' Equity** | **$423,941** | **$412,092** | [Consolidated Statements of Comprehensive (Loss) Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income) Net income for the first half of 2023 declined to $14.0 million due to significantly higher interest expense Comprehensive Income Highlights (in thousands, except per share data) | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net Interest Income | $54,029 | $61,095 | | Provision for credit losses on loans | $850 | $(485) | | Non-interest Income | $5,674 | $5,595 | | Non-interest Expense | $40,445 | $38,281 | | **Net Income** | **$13,991** | **$21,531** | | **Diluted EPS** | **$0.87** | **$1.35** | | Total Comprehensive (Loss) Income | $18,357 | $(34,473) | [Consolidated Statements of Changes in Stockholders' Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity grew to $423.9 million, driven by net income and positive other comprehensive income - For the six months ended June 30, 2023, **total stockholders' equity increased by $11.8 million**, primarily due to net income and positive other comprehensive income[200](index=200&type=chunk) - Cash dividends of **$0.50 per share**, totaling **$8.0 million**, were paid during the first six months of 2023[200](index=200&type=chunk) [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) A net cash decrease of $5.8 million resulted from financing outflows offsetting operating and investing inflows Cash Flow Summary (in thousands) | Cash Flow Category | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $21,498 | $19,608 | | Net cash provided by (used in) investing activities | $48,605 | $(265,299) | | Net cash (used in) provided by financing activities | $(75,870) | $13,955 | | **Net decrease in cash** | **$(5,767)** | **$(231,736)** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Details accounting policies, new standards adoption, fair value measures, and specifics on key financial items - The company adopted ASU No. 2022-02, which **eliminated Troubled Debt Restructuring (TDR) accounting** and enhanced disclosure for loan modifications, effective January 1, 2023[40](index=40&type=chunk)[204](index=204&type=chunk) - The company's interest rate swap contracts indexed to LIBOR **transitioned to the Secured Overnight Financing Rate (SOFR)** on July 1, 2023, with no material impact[227](index=227&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Analyzes financial performance, highlighting net interest margin pressure, deposit shifts, and strong capital ratios - **Net income for Q2 2023 was $4.6 million ($0.28/share)**, a significant decrease from $9.4 million ($0.59/share) in Q1 2023, primarily due to increased interest expense[274](index=274&type=chunk) - **Deposits decreased by $248.1 million** in the first half of 2023, but showed recovery in Q2; non-interest bearing deposits fell from 51.5% to 47.8% of total deposits[159](index=159&type=chunk)[306](index=306&type=chunk) - The **tax-equivalent net interest margin decreased to 2.45%** in Q2 2023 from 3.04% in Q1 2023, driven by higher deposit and borrowing costs[73](index=73&type=chunk)[145](index=145&type=chunk) - In July 2023, the bank **sold $82.7 million of AFS securities for a $2.8 million loss**, which was offset by a $2.8 million gain from the sale of Visa Inc. Class B stock[108](index=108&type=chunk) - **Contingent liquidity sources totaled $1.992 billion**, covering 209% of estimated uninsured/uncollateralized deposits as of June 30, 2023[131](index=131&type=chunk)[275](index=275&type=chunk) [Quantitative and Qualitative Disclosure about Market Risk](index=47&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) Details the management of interest rate risk using simulation models within established policy guidelines Estimated Change in Net Interest Income from Immediate Parallel Rate Shifts | Rate Shift (basis points) | Estimated Change in NII (Year 1) | Estimated Change in NII (Year 2) | | :--- | :--- | :--- | | up 400 | (18.0)% | (4.9)% | | up 200 | (9.1)% | (2.8)% | | up 100 | (4.5)% | (1.2)% | | down 100 | 4.9% | 2.9% | | down 200 | 9.1% | 4.8% | - The company uses **interest rate swaps** to mitigate changes in the fair value of long-term fixed-rate loans[362](index=362&type=chunk) [Controls and Procedures](index=48&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management confirms the effectiveness of disclosure controls and procedures as of June 30, 2023 - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of the end of the reporting period[169](index=169&type=chunk) - **No significant changes** were made to internal controls over financial reporting during the quarter ended June 30, 2023[138](index=138&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=49&type=section&id=ITEM%201.%20Legal%20Proceedings) The company reports no pending legal proceedings expected to have a material adverse financial effect - Management is not aware of any pending legal proceedings that would **materially and adversely affect the company**[299](index=299&type=chunk) [Risk Factors](index=49&type=section&id=ITEM%201A.%20Risk%20Factors) Highlights new risks from the banking environment, including eroded confidence and potential regulatory changes - Recent bank failures have **eroded customer confidence**, potentially impacting the company's liquidity, loan funding, and results of operations[170](index=170&type=chunk) - Rising interest rates have **decreased the value of the company's securities portfolio**, and selling these securities could result in losses that impair capital[140](index=140&type=chunk)[366](index=366&type=chunk) - The company anticipates **increased regulatory scrutiny** and new regulations for banks of its size, which could increase costs[178](index=178&type=chunk)[338](index=338&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Discloses a new $25.0 million share repurchase program and confirms no unregistered sales occurred - On July 21, 2023, the Board approved a **new share repurchase program for up to $25.0 million**, expiring July 31, 2025[75](index=75&type=chunk)[172](index=172&type=chunk) - There were **no share repurchases in 2023** under the previous program, which had $34.7 million outstanding as of June 30, 2023[185](index=185&type=chunk) [Defaults Upon Senior Securities](index=51&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) Reports no defaults upon senior securities during the reporting period - None[367](index=367&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[142](index=142&type=chunk) [Other Information](index=51&type=section&id=ITEM%205.%20Other%20Information) This section is not applicable for the reporting period - Not applicable[180](index=180&type=chunk) [Exhibits](index=52&type=section&id=ITEM%206.%20Exhibits) Lists all exhibits filed with the quarterly report, including officer certifications and XBRL documents - The report includes exhibits such as **officer certifications (31.01, 31.02, 32.01)** and Inline XBRL documents[143](index=143&type=chunk)