Mechanics Bancorp Insider: PSU Shares Accelerated at Merger Closing

Rhea-AI Filing Summary

Godfrey B. Evans, Executive Vice President and General Counsel, reported the receipt of shares of Mechanics Bancorp (formerly HomeStreet, Inc.) common stock on 09/02/2025 due to vesting and acceleration of performance stock units (PSUs) in connection with the merger effective that date. The Form 4 shows 2,813 shares issued upon vesting of an earlier PSU and 8,855 shares issued from a separate PSU, each issued without payment based on achievement of performance factors. At the time of the report Mr. Evans beneficially owned 72,535 and 81,390 shares following each respective issuance. The filing also states Mr. Evans resigned his officer role effective with the merger and is no longer subject to Section 16 reporting obligations.

Insights

Corporate Governance Expert

TL;DR: Insider received accelerated PSU shares at merger and resigned, reducing future Section 16 disclosures.

The Form 4 documents accelerated vesting of PSUs at the effective time of the merger on 09/02/2025, producing two separate issuances of Class A common stock to the reporting person without cash consideration. Acceleration tied to a merger agreement is a common contractual outcome; the resignation effective at closing removes the individual from ongoing Section 16 reporting, which changes the disclosure profile for investors. This is a procedural, not operational, development.

Compensation & Equity Awards Analyst

TL;DR: Performance-based awards vested and converted to stock per PSU terms, with amounts determined by achieved performance metrics.

The filing specifies that shares were issued upon PSU vesting for awards granted on 01/01/2023 and 01/01/2024, with unvested portions cancelled. Issuance without payment indicates settlement in shares rather than cash. The disclosure clarifies the mechanics: acceleration under the merger agreement and dividend cash-out for accrued dividends on PSUs. These are standard award settlements following a change-in-control.

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^*

EVANS GODFREY B

(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 - General Counsel

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		2,813(1)	A	$0(2)	72,535	D
Common Stock	09/02/2025		A		8,855(1)	A	$0(3)	81,390	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 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	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 shares did the reporting person receive in the Form 4 for HMST?

The Form 4 reports issuance of 2,813 shares and 8,855 shares of Class A common stock on 09/02/2025 due to PSU vesting.

Why were the PSUs converted into shares on 09/02/2025?

Per the filing, the PSUs were accelerated and settled in connection with the Agreement and Plan of Merger effective at the merger closing on 09/02/2025.

Were any shares purchased by the reporting person?

No. The filing states the shares were issued without payment in connection with vested PSUs granted on 01/01/2023 and 01/01/2024.

Does the reporting person remain subject to Section 16 reporting after this filing?

No. The filing states the reporting person resigned as an officer effective with the merger and is no longer subject to Section 16.

Did the Form 4 disclose any cash paid for dividends on the PSUs?

Yes. The explanation notes the reporting person was entitled to receive a cash amount for any accrued but unpaid dividends on the PSUs at settlement.