8-K: Bank of Marin Bancorp Announces Smooth Transition to Baker Tilly US as New Independent Auditor Following Moss Adams Merger

Bank of Marin Bancorp has appointed Baker Tilly US, LLP as its new independent registered public accounting firm, effective June 3, 2025, following the merger of its previous auditor, Moss Adams LLP, with Baker Tilly.

Summary

• Bank of Marin Bancorp (the "Company") was notified on June 3, 2025, that its independent registered public accounting firm, Moss Adams LLP ("Moss Adams"), merged with Baker Tilly US, LLP, effective the same day.
• As a result of the merger, Moss Adams resigned, and the Company's Audit Committee approved the appointment of Baker Tilly US, LLP ("Baker Tilly") as the successor independent auditor.
• Audit reports issued by Moss Adams for the years ended December 31, 2024, and 2023, and for the three-year period ended December 31, 2024, including internal control over financial reporting, did not contain any adverse opinions, disclaimers, qualifications, or modifications.
• There were no disagreements with Moss Adams on accounting principles, financial statement disclosure, or auditing scope/procedure during the years ended December 31, 2024 and 2023, and the subsequent interim period through June 3, 2025.
• No reportable events requiring disclosure under Item 304(a)(1)(v) of Regulation S-K occurred during the specified periods.
• Neither the Company nor anyone on its behalf consulted with Baker Tilly regarding accounting principles, audit opinions, disagreements, or reportable events prior to their appointment.
• Moss Adams provided a letter to the SEC, dated June 6, 2025, confirming its agreement with the statements made by the Company in the Form 8-K filing.

Sentiment

Score: 7

Explanation: The sentiment is positive because the auditor change was due to a merger, not performance issues, and was executed smoothly with no reported disagreements or adverse findings from the outgoing auditor. This indicates good corporate governance and financial health in this specific context.

Positives

• The transition of the independent auditor was a result of a merger between accounting firms, not due to any issues with the Company's financial reporting or internal controls.
• Moss Adams' audit reports for recent fiscal years (2024 and 2023) were unqualified, indicating no material misstatements or significant deficiencies.
• There were no disagreements on accounting principles or practices, financial statement disclosure, or auditing scope/procedure with Moss Adams.
• No reportable events were identified, suggesting a clean audit history with the outgoing firm.

Risks

• While the transition appears smooth, any change in a company's independent auditor introduces a minor, inherent risk related to continuity and the new firm's understanding of the company's specific operations and accounting practices, though this is mitigated by the merger context.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the Company's financial performance or strategic direction, focusing solely on the change in its certifying accountant.

Management Comments

• David Bonaccorso, Executive Vice President and Chief Financial Officer, signed the report on behalf of Bank of Marin Bancorp.

Industry Context

Changes in independent auditors are common in the financial industry, often occurring due to mergers between accounting firms, as is the case here. Such transitions are closely monitored by regulators and investors to ensure continuity of oversight and adherence to financial reporting standards. The smooth nature of this transition, without reported disagreements or issues, aligns with best practices for such changes.

Comparison to Industry Standards

• The process followed by Bank of Marin Bancorp, including the Audit Committee's approval and the confirmation from the outgoing auditor (Moss Adams LLP) that there were no disagreements or reportable events, aligns with standard corporate governance practices and SEC requirements for auditor changes.
• The transition due to a merger of accounting firms (Moss Adams LLP with Baker Tilly US, LLP) is a common occurrence in the professional services industry, similar to how other financial institutions might experience auditor changes when their accounting firm undergoes consolidation, such as mergers involving Deloitte, PwC, EY, or KPMG.

Corporate Governance

Stakeholder Impact

• Shareholders: The smooth transition of auditors, without any reported disagreements or issues, provides assurance regarding the integrity of the Company's financial reporting and corporate governance.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: The continuity of a reputable independent audit firm provides ongoing assurance regarding the Company's financial statements, which is beneficial for creditors.

Next Steps

• Baker Tilly US, LLP will serve as the independent registered public accounting firm for Bank of Marin Bancorp for future audits.
• The Company will continue to file required financial reports with the SEC, with Baker Tilly providing audit services.

Key Dates

Keywords

Bank of Marin Bancorp, BMRC, SEC filing, 8-K, auditor change, independent registered public accounting firm, Moss Adams LLP, Baker Tilly US LLP, financial reporting, corporate governance, audit committee, accounting principles, internal controls