Mechanics Bancorp Merger Triggers PSU Vesting for Insider (HMST)

Rhea-AI Filing Summary

Jay C. Iseman, EVP—Chief Credit Officer, reported equity transactions tied to the Mechanics Bancorp merger effective September 2, 2025. The filing shows accelerated vesting of performance stock units (PSUs) at the merger, resulting in 2,545 and 8,169 shares of Issuer Class A common stock issued to the reporting person for PSUs granted on January 1, 2023 and January 1, 2024, respectively. The issuer withheld 689 and 2,209 shares to satisfy withholding tax obligations; withheld shares were disposed at $13.87 per share. Following these transactions, reported beneficial ownership line items include 95,538 and 93,329 shares in sequence on the Form. The Reporting Person resigned as an officer at the effective time of the merger and is no longer subject to Section 16 reporting obligations for future transactions.

Positive

• PSUs were settled in shares upon the merger, providing equity alignment with new Mechanics Bancorp shareholders
• Disclosure includes tax-withholding details and per-share price for withheld shares, improving transparency
• Form states resignation and end of Section 16 coverage, clarifying future reporting expectations

Negative

• No cash purchases or open-market sales were reported, so transactions do not provide signals about insider sentiment
• Some PSUs were cancelled (unvested portions), reducing potential future insider share accrual

Insights

Financial Analyst

TL;DR: Post-merger PSU acceleration increased insider shareholdings but included routine tax-withholding disposals; reporting person resigned and exits Section 16 coverage.

The Form 4 documents non-cash compensation settlement through accelerated PSU vesting as part of the merger, producing net share issuance to the insider. The transactions do not indicate open-market purchases or sales for trading purposes; withheld shares reflect standard tax-settlement mechanics and were reported at $13.87 per share. For investors, this is a compensation and corporate-closeout event rather than active insider trading and has limited implications for forward liquidity or control.

Corporate Governance Expert

TL;DR: PSU acceleration and officer resignation are expected merger-related governance actions; disclosure is routine and clarifies reporting cessation.

The filing explains that outstanding PSUs were accelerated under the merger agreement and settled in company stock plus cash for accrued dividends, with cancellation of unvested portions. The reporting person’s resignation effective at the merger’s closing removes future Section 16 obligations, which is an important compliance detail for monitoring insider filings. The form is complete in explaining the nature of the awards, withholding, and post-transaction reporting status.

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

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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^*

ISEMAN JAY C

(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 Credit 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		2,545(1)	A	$0(2)	88,058	D
Common Stock	09/02/2025		F		689(3)	D	$13.87	87,369	D
Common Stock	09/02/2025		A		8,169(1)	A	$0(4)	95,538	D
Common Stock	09/02/2025		F		2,209(3)	D	$13.87	93,329	D

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.

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 his 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 Jay C. Iseman	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Jay C. Iseman report on Form 4 for HMST?

The Form 4 reports accelerated vesting of PSUs that resulted in issuance of 2,545 and 8,169 shares and withholding of 689 and 2,209 shares for taxes.

Why were shares issued to the reporting person without payment?

Shares were issued upon vesting of PSUs granted on January 1, 2023 and January 1, 2024, with quantities determined by PSU performance factors.

At what price were withheld shares reported as disposed?

Withheld shares were reported at a disposition price of $13.87 per share.

Does the reporting person remain subject to Section 16 reporting for HMST?

No; the filing states the reporting person resigned as an officer effective at the merger and is no longer subject to Section 16 for future transactions.

How did the merger affect the PSUs?

Under the merger agreement, each outstanding PSU was accelerated and settled in Issuer Class A common stock plus cash for accrued dividends; unvested portions were cancelled.