Carl B. Webb reports 171.8M Class A shares after Mechanics Bank merger

Rhea-AI Filing Summary

Carl B. Webb, a director and reported >10% owner, disclosed receipt of Class A common stock of Mechanics Bancorp on 09/02/2025 in connection with the merger of Mechanics Bank into a wholly owned subsidiary of Mechanics Bancorp. Two non‑derivative transactions converted MB original voting common stock into Issuer Class A shares at a stated conversion ratio of 3301.0920 shares per MB share. The filing reports 81,134,239 Class A shares held indirectly by EB Acquisition Company LLC and 90,631,480 Class A shares held indirectly by EB Acquisition Company II LLC. The statement is filed jointly on behalf of multiple related entities, and the reporting persons disclaim direct beneficial ownership except for pecuniary interests.

Positive

• Material disclosure of ownership: The filing clearly quantifies indirect holdings of Class A shares after the merger, improving transparency for investors.
• Detailed exchange terms: The conversion ratio of 3301.0920 shares per MB voting share and the share counts are explicitly stated.

Negative

• High ownership concentration: Aggregate indirect holdings reported (~171.8 million Class A shares) indicate significant concentration which could affect governance or liquidity.
• Limited direct ownership clarity: The reporting persons disclaim direct beneficial ownership and rely on layered entity structures, which can obscure individual control despite material economic interest.

Insights

Financial Analyst

TL;DR: Massive share conversions created substantial indirect holdings totaling over 171 million Class A shares, a material ownership disclosure for investors.

The reported exchange converted relatively small numbers of legacy MB voting shares into very large blocks of Class A common stock due to the high conversion ratio disclosed. The aggregate indirect holdings reported (approximately 171.8 million Class A shares) represent a material position that could influence share supply and governance dynamics. The filing is explicit that holdings are held indirectly through affiliated entities and that the reporting persons disclaim direct beneficial ownership beyond pecuniary interest, which is standard in complex fund and sponsor structures.

Corporate Governance Expert

TL;DR: The disclosure signals concentrated ownership via affiliated entities and includes group/deemed ownership language that investors should note.

The statement is jointly filed by multiple related entities and includes language that the reporting persons "may be deemed" to be in a group for Section 13(d)/13(g) purposes. That wording, together with the reported director and >10% owner status of Mr. Webb, highlights potential governance influence by the affiliated group. The filing also contains standard disclaimers of beneficial ownership, which do not remove the materiality of the disclosed indirect stakes.

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
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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^*

WEBB CARL B

(Last) (First) (Middle)

6565 HILLCREST, 6TH FLOOR

(Street)

DALLAS TX 75205

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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
Class A Common Stock	09/02/2025		A		81,134,239	A	(1)	81,134,239	I	By EB Acquisition Company LLC(3)(4)(6)(7)
Class A Common Stock	09/02/2025		A		90,631,480	A	(2)	90,631,480	I	By EB Acquisition Company II LLC(3)(5)(6)(7)

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. Received in exchange for 24,578 shares of Mechanics Bank ("MB") original voting common stock in connection with the merger of MB with and into HomeStreet Bank, a wholly owned subsidiary of Mechanics Bancorp ("Issuer"), pursuant to which MB continued as the surviving corporation and as a wholly owned subsidiary of Issuer (the "Merger"). As consideration for the Merger, each share of MB voting common stock converted into the right to receive 3301.0920 shares of Issuer Class A common stock, which, on the effective date of the Merger, had a closing price of $13.87 per share.

2. Received in exchange for 27,455 shares of MB original voting common stock in connection with the Merger. As consideration for the Merger, each share of MB voting common stock converted into the right to receive 3301.0920 shares of Issuer Class A common stock, which, on the effective date of the Merger, had a closing price of $13.87 per share.

3. This statement is jointly filed by and on behalf of each of Mr. Carl B. Webb, EB Acquisition Company LLC ("EB"), EB Acquisition Company II LLC ("EB II "), Ford Financial Fund II, L.P. ("Fund II"), Ford Financial Fund III, L.P. ("Fund III"), Ford Management II, L.P. ("Management II"), Ford Management III, L.P. ("Management III") and Ford Ultimate Management II, LLC ("Ultimate Management"). EB and EB II are the direct beneficial owners of the securities covered by this statement.

4. Fund II is the general partner of, and may be deemed to beneficially own certain securities owned by, EB. Management II is the general partner of, and may be deemed to beneficially own certain securities owned by, Fund II. Ultimate Management is the general partner of, and may be deemed to beneficially own certain securities owned by, Management II. Mr. Webb is the sole manager of, and may be deemed to beneficially own certain securities owned by, Ultimate Management.

5. Fund III is the general partner of, and may be deemed to beneficially own certain securities owned by, EB II. Management III is the general partner of, and may be deemed to beneficially own certain securities owned by, Fund III. Ultimate Management is the general partner of, and may be deemed to beneficially own certain securities owned by, Management III. Mr. Webb is the sole manager of, and may be deemed to beneficially own certain securities owned by, Ultimate Management.

6. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.

7. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.

Remarks:

See Exhibit 99.1.

	/s/ CARL B. WEBB	09/08/2025
	see signatures attached as Exhibit 99.1	09/08/2025
	** 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).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Carl B. Webb report on the Form 4 for Mechanics Bancorp (MCHB)?

Mr. Webb reported two non‑derivative acquisitions on 09/02/2025 converting MB voting common stock into Issuer Class A common stock as merger consideration.

How many Class A shares were received in the reported transactions?

The filing reports 81,134,239 Class A shares held indirectly by EB Acquisition Company LLC and 90,631,480 Class A shares held indirectly by EB Acquisition Company II LLC.

What conversion ratio applied to the merger exchange?

Each MB voting common share converted into the right to receive 3301.0920 shares of Mechanics Bancorp Class A common stock, per the filing.

What is the reporting person’s relationship to the issuer?

Carl B. Webb is identified as a Director and a reported 10% owner of the issuer, and the statement is filed on behalf of affiliated entities.

Are the reported shares held directly by Mr. Webb?

No. The filing states the shares are held indirectly through EB Acquisition Company LLC and EB Acquisition Company II LLC and includes disclaimers about direct beneficial ownership.