Mechanics Bancorp Form 4: Insider Shares Issued, Tax Withholding at $13.87

Rhea-AI Filing Summary

HomeStreet, Inc. (now Mechanics Bancorp) Form 4 reports insider share settlements tied to the merger that became effective on September 2, 2025. Marlene L. Price received shares of the Issuer's Class A common stock as PSUs vested upon the merger, including 1,196 and 3,765 shares from PSU awards granted on January 1, 2023 and January 1, 2024, respectively, and had 1,342 shares withheld to satisfy tax withholding for those settlements. The filings show open-market/withholding disposals at a reported price of $13.87 per share for withheld shares. The Reporting Person resigned as an officer at the merger's effective time and is no longer subject to Section 16 reporting obligations. The 401(k) plan holds an additional 44.173 shares reported as indirect ownership.

Positive

• PSU awards settled upon merger, converting performance units into Class A common stock and clarifying insider holdings
• Merger completed with effect on September 2, 2025, and corresponding equity settlements were executed

Negative

• Officer resignation effective at the merger; Reporting Person is no longer subject to Section 16 ongoing reporting
• Shares withheld for taxes (324 and 1,018 shares) reduced net issuance to the Reporting Person

Insights

Corporate Governance Expert

TL;DR: Merger-driven PSU acceleration and officer resignation are routine corporate actions but are material to insider ownership and governance disclosures.

The Form 4 documents accelerated vesting of performance stock units at the effective time of the merger on September 2, 2025, producing issued shares and tax-withholding dispositions. These actions reflect typical compensation settlement mechanics in a transaction context and change insider share counts and reporting status. The Reporting Person's resignation at the merger means a change in Section 16 reporting coverage, reducing ongoing insider disclosure for this individual. For governance, the key items are the change in insider status and the mechanics of settlement rather than an operational shift.

Securities Analyst

TL;DR: Issuance of shares from vested PSUs and withheld shares for taxes alter insider holdings but do not by themselves signal performance changes.

The filing shows 4,961 shares issued to the Reporting Person from vested PSUs (1,196 plus 3,765) and withholding of 1,342 shares (324 and 1,018) at a reported withholding price of $13.87. The net effect increases beneficial ownership to reported totals of 10,226 and later 9,208 shares on separate lines, consistent with settlement and tax withholding. These are transaction- and compensation-driven movements tied to the completed merger and do not provide standalone evidence of future earnings or cash flow changes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Price Marlene L

(Last) (First) (Middle)

1111 CIVIC DRIVE

SUITE 390

(Street)

WALNUT CREEK CA 94596

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mechanics Bancorp [ MCHB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2025		A		1,196(1)	A	$0(2)	6,785	D
Common Stock	09/02/2025		F		324(3)	D	$13.87	6,461	D
Common Stock	09/02/2025		A		3,765(1)	A	$0(4)	10,226	D
Common Stock	09/02/2025		F		1,018(3)	D	$13.87	9,208	D
Common Stock								44.173	I	HomeStreet, Inc. 401(k) Savings Plan(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares of Issuer Class A common stock received upon vesting of performance stock units ("PSUs"). Pursuant to the Agreement and Plan of Merger, dated as of March 28, 2025, among HomeStreet, Inc., HomeStreet Bank, a subsidiary of HomeStreet, Inc., and Mechanics Bank, at the effective time of the merger on September 2, 2025, each outstanding PSU held by the Reporting Person was accelerated and entitled the Reporting Person to receive shares of Issuer Class A common stock, plus a cash amount for any accrued but unpaid dividends on the PSUs. In the merger, HomeStreet, Inc. was renamed Mechanics Bancorp.

2. Shares of Issuer Class A common stock were issued to the Reporting Person without payment of any consideration in connection with the vesting of a PSU award granted to the Reporting Person on January 1, 2023. The number of shares issued on the vesting of the PSU was determined based on the achievement of certain performance factors set forth in the PSU. The unvested portion of the PSU was cancelled.

3. Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the above-reported settlement of PSUs.

4. Shares of Issuer Class A common stock were issued to the Reporting Person without payment of any consideration in connection with the vesting of a PSU award granted to the Reporting Person on January 1, 2024. The number of shares issued on the vesting of the PSU was determined based on the achievement of certain performance factors set forth in the PSU. The unvested portion of the PSU was cancelled.

5. Participants in HomeStreet Inc.'s 401(k) Savings Plan, or the "401(k) Plan", have the authority to direct voting of shares they hold through the 401(k) Plan. The amount of shares held in the 401(k) Plan is as of September 2, 2025.

Remarks:

The Reporting Person resigned as an officer of HomeStreet, Inc. in accordance with the terms of the Agreement and Plan of Merger, with such resignation effective as of the effective time of the merger on September 2, 2025. As a result, the Reporting Person is no longer subject to Section 16 in connection with her transactions in the equity securities of the Issuer and therefore no further transactions on Form 4 or Form 5 will be reported.

	/s/ Godfrey B. Evans, Attorney in fact for Marlene L. Price	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Marlene L. Price report on Form 4 for HMST?

The Form 4 reports shares issued upon vesting of PSUs (1,196 and 3,765 shares) and shares withheld for tax (324 and 1,018) related to the merger.

Why were PSUs converted into shares on September 2, 2025?

Pursuant to the Agreement and Plan of Merger, each outstanding PSU accelerated at the merger's effective time and was settled in Issuer Class A common stock plus cash for accrued dividends.

How many shares were withheld to cover taxes and at what price?

A total of 1,342 shares were withheld (324 and 1,018) with a reported withholding price of $13.87 per share.

Does the Reporting Person remain subject to Section 16 reporting after these transactions?

No. The Reporting Person resigned as an officer at the merger effective time and is no longer subject to Section 16 reporting for the Issuer.

What change occurred to the company's name or structure in this filing?

HomeStreet, Inc. was renamed Mechanics Bancorp in connection with the merger that became effective on September 2, 2025.