Form 4: Michel reports 71,150 direct shares and 33,936 trust holdings after merger

Rhea-AI Filing Summary

John Michel, then an executive and EVP/CFO of the issuer, received a total of 21,150 shares of Issuer Class A common stock on 09/02/2025 upon acceleration and vesting of performance stock units (PSUs) tied to prior grants. The Form explains 5,098 shares resulted from a 2023 PSU and 16,052 shares from a 2024 PSU, each issued without payment based on achievement of specified performance factors. Following these transactions, Mr. Michel reported beneficial ownership of 71,150 shares directly and an additional 33,936 shares indirectly via a family trust for which he and his spouse are co-trustees and beneficiaries. The transactions occurred at the effective time of a merger on 09/02/2025, when HomeStreet, Inc. was renamed Mechanics Bancorp. The Form notes Mr. Michel resigned as an officer at the merger effective time and is no longer subject to Section 16 reporting obligations.

Positive

• Clear disclosure of number of shares issued from accelerated PSUs and resulting direct and indirect beneficial ownership
• PSU issuances were performance-based and issued without cash payment, indicating contractual settlement at vesting
• Trust holdings disclosed with explanation of co-trustee voting and investment power

Negative

• Reporting person resigned as an officer, ending future Section 16 reporting obligations and reducing ongoing insider transparency for this individual

Insights

Securities Analyst

TL;DR: Insider received accelerated PSU shares at merger and resigned as officer; beneficial ownership details updated.

The filing documents non-cash issuance of shares from accelerated PSUs triggered by a merger, increasing the reporting person’s direct and indirect holdings. The conversion of PSUs to shares and the disclosure of trust-held shares clarify ownership and voting power post-transaction. Resignation from the officer role ends future Section 16 reporting requirements for these transactions, reducing ongoing insider disclosure for this individual. The report contains clear share counts and the governance detail that the reporting person and spouse are co-trustees.

Corporate Governance Expert

TL;DR: Acceleration of equity awards at closing of merger is routine; resignation ends officer reporting obligations.

The acceleration and settlement of PSUs at merger close is a common contractual outcome in M&A agreements. The Form properly discloses the number of shares issued, the absence of cash consideration for the shares, and the retained indirect holdings via a family trust with shared voting and investment power. The resignation tied to the merger and the resulting cessation of Section 16 coverage for this individual is material to disclosure practices but does not, by itself, indicate governance concerns based on the facts presented.

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^*

MICHEL JOHN

(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 Financial 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		5,098(1)	A	$0(2)	55,098(3)	D
Common Stock	09/02/2025		A		16,052(1)	A	$0(4)	71,150(3)	D
Common Stock								33,936(5)	I	J Michel and R Michel TTEE, The Michel Family Tr U/A DTD 6/14/18(6)

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. Excludes 5,527 shares transferred to the J. Michel and R. Michel TTEE, The Michel Family Tr U/A DTD 6/14/18 subsequent to the prior Form 4 filed for this Reporting Person.

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. Includes 5,527 shares transferred to the J. Michel and R. Michel TTEE, The Michel Family Tr U/A DTD 6/14/18 subsequent to the prior Form 4 filed for this Reporting Person.

6. Mr. Michel and his spouse, Rosetta Michel, are the co-trustees and beneficiaries of the J Michel and R Michel TTEE, The Michel Family Tr U/A DTD 6/14/18, and share voting and investment power over the assets of the trust.

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 John Michel	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.
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FAQ

What did John Michel receive on 09/02/2025 according to the Form 4?

He received 5,098 shares from a 2023 PSU and 16,052 shares from a 2024 PSU, totaling 21,150 shares, upon acceleration at the merger.

How many shares does John Michel beneficially own after the reported transactions?

The Form reports 71,150 shares beneficially owned directly and 33,936 shares indirectly through a family trust.

Were the PSU shares issued for cash consideration?

No. The Form states the shares were issued without payment of any consideration upon PSU vesting.

What corporate event triggered the acceleration of the PSUs?

The acceleration occurred at the effective time of a merger on 09/02/2025, when HomeStreet, Inc. was renamed Mechanics Bancorp.

Is John Michel still subject to Section 16 reporting after these transactions?

No. The filing states he resigned as an officer effective at the merger and is no longer subject to Section 16 in connection with these transactions.