Form 4: Mason settles PSUs, withholds shares for taxes after 09/02/2025 merger

Rhea-AI Filing Summary

Mark K. Mason, a director and the former CEO and President, reported multiple transactions in Mechanics Bancorp (formerly HomeStreet, Inc.) stock tied to the merger effective 09/02/2025. Several performance stock units (PSUs) accelerated and vested at the merger, producing net issuances of 14,848 and 33,333 shares (two separate PSU grants) and triggering withholding of 6,430 and 14,434 shares for taxes. After these transactions, Mr. Mason beneficially owned 225,665 shares (direct) and his spouse owned 2,800 shares (indirect). The reporting form notes Mr. Mason resigned as an officer at the effective time of the merger and is no longer subject to Section 16 reporting for the issuer.

Positive

• PSU acceleration and settlement resulted in issuances of equity to the reporting person, converting deferred compensation into publicly traded shares
• Net ownership disclosed: reporting person holds 225,665 direct shares after transactions, providing transparency on insider holdings
• Tax withholding handled via share withholding, indicating administrative settlement of tax obligations tied to PSU vesting

Negative

• Officer resignation as of the merger effective time reduces the reporting person’s operational role with the issuer
• Cancellation of unvested PSU portions reduced potential future upside from those awards (per the explanation that unvested portions were cancelled)

Insights

Securities Analyst

TL;DR Insider received accelerated PSU shares at merger, withheld shares for taxes, and resigned as officer—routine merger-driven equity settlement.

The filing documents conversion of outstanding PSUs into Class A common stock upon the merger effective 09/02/2025 and related share withholdings to satisfy tax obligations. Net share counts after settlements are clearly stated and reflect both grant vestings and tax withholding. The officer resignation is tied to merger terms rather than an unexpected departure and removes ongoing Section 16 reporting obligations for Mr. Mason. For investors, this is a transactional disclosure showing management equity settlements, not an operational update.

Corporate Governance Expert

TL;DR Governance change is procedural: officer resignation occurred at merger closing while director status remains; equity awards accelerated per merger agreement.

The filing indicates the Agreement and Plan of Merger accelerated vesting of PSUs and that some unvested portions were cancelled. Issuance of shares without consideration reflects performance-based awards satisfying plan terms. Withholding of shares for taxes is standard. The explicit statement that Mr. Mason is no longer subject to Section 16 obligations signals a governance status change post-merger that will reduce future insider Form 4/Form 5 filings from this individual for the issuer. Material governance implications are limited and disclosed.

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^*

MASON MARK K

(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)

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

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		14,848(1)	A	$0(2)	213,196	D
Common Stock	09/02/2025		F		6,430(3)	D	$13.87	206,766	D
Common Stock	09/02/2025		A		33,333(1)	A	$0(4)	240,099	D
Common Stock	09/02/2025		F		14,434(3)	D	$13.87	225,665	D
Common Stock								2,800(5)	I	Courtney Mason, Mr. Mason's spouse

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. These shares are owned by the Reporting Person's spouse. Mr. Mason disclaims beneficial ownership of these shares except to the extent of any pecuniary interest he may have therein.

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 Mark K. Mason	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 Mark K. Mason report on Form 4 for HMST/MCHB?

The Form 4 reports accelerated vesting of PSUs at the merger on 09/02/2025, issuance of shares (14,848 and 33,333), and share withholding for taxes (6,430 and 14,434).

How many shares does the reporting person own after the reported transactions?

After the reported transactions, the reporting person beneficially owned 225,665 direct shares and the spouse owned 2,800 indirect shares.

Why were shares issued without payment of consideration?

Shares were issued upon vesting of performance stock units granted in 2023 and 2024, with amounts determined by achievement of specified performance factors.

Did the reporting person’s role at the company change?

Yes. The reporting person resigned as an officer effective at the merger closing on 09/02/2025 and is no longer subject to Section 16 reporting for the issuer.

Were any PSUs cancelled?

Yes. The explanation states the unvested portion of the PSUs was cancelled upon settlement and acceleration at the merger.