Edward Michael Downer - 02 Sep 2025 Form 4 Insider Report for Mechanics Bancorp (MCHB)

Role
Director
Signature
/s/ Glenn Shrader, Attorney in fact for E. Michael Downer
Issuer symbol
MCHB
Transactions as of
02 Sep 2025
Net transactions value
$0
Form type
4
Filing time
23 Feb 2026, 20:08:19 UTC
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Downer Edward Michael Director 1111 CIVIC DR STE 390, WALNUT CREEK /s/ Glenn Shrader, Attorney in fact for E. Michael Downer 23 Feb 2026 0002104239

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MCHB Class A Common Stock Award +13,204 13,204 02 Sep 2025 Direct F1, F2
transaction MCHB Class A Common Stock Award +1,508,597 1,508,597 02 Sep 2025 E. Michael Downer, Trustee of the E. Michael Downer Separate Property Trust UTD 9/22/08 F2, F3
transaction MCHB Class A Common Stock Award +1,121,270 1,121,270 02 Sep 2025 E M Downer Dynasty Trust UAD 11/28/03 FBO Michael Downer F2, F4
transaction MCHB Class A Common Stock Award +1,155,382 1,155,382 02 Sep 2025 E. Michael Downer, Investment Manager for MJAK Holdings, LLC F2, F5
transaction MCHB Class A Common Stock Award +1,121,270 1,121,270 02 Sep 2025 Douglas Downer Family Dynasty Trust F2, F6
transaction MCHB Class A Common Stock Award +1,121,270 1,121,270 02 Sep 2025 Robert M Downer Family Dynasty Trust F2, F7
transaction MCHB Class A Common Stock Award +79,226 79,226 02 Sep 2025 E M Downer Family Dynasty II Trust 12/28/03 F2, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MCHB Incentive Units - Deferred Award $0 +2,554 +6903% $0.000000 2,591 02 Sep 2025 Class A Common Stock 2,554 Direct F2, F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for an aggregate of four shares of Mechanics Bank ("MB") original voting common stock and MB restricted stock units in connection with the merger of HomeStreet Bank, a wholly owned subsidiary of Issuer, with and into MB, pursuant to which MB continued as the surviving corporation and as a wholly owned subsidiary of Issuer (the "Merger").
F2 As consideration for the Merger, (i) each share of MB voting common stock converted into the right to receive 3,301.0920 shares of Issuer Class A Common Stock, which, on the effective date of the Merger, had a closing price of $13.87 per share, (ii) each MB restricted stock unit of the Reporting Person converted into restricted stock units of Issuer for the right to receive 3,301.0920 shares of Issuer Class A Common Stock, and (iii) each MB incentive unit of the Reporting Person converted into incentive units of Issuer of the economic equivalent of 3,301.0920 shares of Issuer Class A Common Stock.
F3 Received in exchange of 456 shares of MB original voting common stock in connection with the Merger. The Reporting Person is Trustee of the E. Michael Downer Separate Property Trust UTD 9/22/08.
F4 Received in exchange of 339 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the investment manager and beneficiary of the E M Downer Dynasty Trust UAD 11/28/03.
F5 Received in exchange of 349 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the Investment Manager of MJAK Holdings, LLC and has the power to direct the voting of such shares.
F6 Received in exchange of 339 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the voting trustee for the Douglas Downer Family Dynasty Trust.
F7 Received in exchange of 339 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the voting trustee for the Robert M Downer Family Dynasty Trust.
F8 Received in exchange of 23 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the voting trustee for the E M Downer Family Dynasty II Trust dated 12/28/03.
F9 Each incentive unit is the economic equivalent of one share of Issuer Class A Common Stock.
F10 The Reporting Person has elected to defer payment on such incentive units until the earlier of (i) the retirement or termination of the Reporting Person, or (ii) a change in control of Issuer.
F11 Includes 37 incentive units acquired on December 15, 2025 pursuant to dividend reinvestment.