Insider PSU vesting boosts direct holdings to 39,299 shares at MCHB

Rhea-AI Filing Summary

William Endresen, an executive formerly of HomeStreet, Inc., reported stock transactions tied to the September 2, 2025 merger that renamed HomeStreet to Mechanics Bancorp (MCHB). On the merger effective date each outstanding performance stock unit (PSU) held by Mr. Endresen accelerated and converted into shares of the issuer's Class A common stock plus cash for accrued dividends. He received 3,736 shares from a 2023 PSU and 11,761 shares from a 2024 PSU, bringing his direct beneficial ownership to 39,299 shares. He also holds 537.567 shares indirectly through the former HomeStreet 401(k) plan. Mr. Endresen resigned as an officer effective at the merger and is no longer subject to Section 16 reporting obligations.

Positive

• PSUs accelerated and settled at merger, providing the reporting person with vested shares and cash for accrued dividends
• Direct beneficial ownership increased to 39,299 shares following PSU vesting
• 401(k) shareholdings disclosed (537.567 shares) showing additional indirect alignment with shareholders

Negative

• Reporting person resigned as an officer at the merger effective time, ending Section 16 reporting obligations
• Reduction in ongoing insider transparency for this individual due to loss of Section 16 status

Insights

Financial Analyst

TL;DR: Insider received vested PSUs at no cost on merger close, increasing direct holdings while resigning as an officer.

The transaction reflects routine compensation settlement upon a merger: outstanding PSUs were accelerated and settled in shares and cash for dividends. The insider received 15,497 shares on vesting (3,736 from a 2023 grant and 11,761 from a 2024 grant), increasing direct ownership to 39,299 shares. These were issued without cash consideration, consistent with PSU vesting tied to performance metrics. The change reduces future Section 16 transparency because the reporting person resigned as an officer at the effective time of the merger.

Corporate Governance Expert

TL;DR: Compensation instruments converted at merger; officer resignation ends Section 16 oversight for this reporting person.

The acceleration and settlement of PSUs at merger closing is a common contractual outcome in M&A agreements. Issuance of shares upon PSU vesting without consideration is a non-cash compensation event reflecting prior performance-based awards. The reporting person’s resignation as an officer means he is no longer a Section 16 filer for the issuer, which changes the company's insider reporting landscape and could affect future disclosure frequency for investors tracking insider activity.

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^*

Endresen William

(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, Comm'l RE & Capital Pres.

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		3,736(1)	A	$0(2)	27,538	D
Common Stock	09/02/2025		A		11,761(1)	A	$0(3)	39,299	D
Common Stock								537.567	I	HomeStreet, Inc. 401(k) Savings Plan(4)

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.

4. Participants in HomeStreet Inc.'s 401(k) Savings Plan, or the "401(k) Plan", have the authority to direct voting of shares they hold through the 401(k) Plan. The amount of shares held in the 401(k) Plan is as of September 2, 2025.

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 William Endresen	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).
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FAQ

What shares did William Endresen receive in connection with the merger for MCHB?

He received 3,736 shares from a 2023 PSU and 11,761 shares from a 2024 PSU, both issued without payment upon vesting.

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

The filing reports 39,299 shares of Class A common stock beneficially owned directly after the transactions.

Why were the PSUs converted into shares on September 2, 2025?

Per the Agreement and Plan of Merger effective that date, outstanding PSUs accelerated and were settled into issuer Class A common stock plus cash for accrued dividends.

Is the reporting person still required to file future Section 16 reports for MCHB?

No. The reporting person resigned as an officer effective at the merger and is no longer subject to Section 16 for the issuer.

Are there any indirect holdings disclosed?

Yes. The filing discloses 537.567 shares held indirectly through the former HomeStreet, Inc. 401(k) Savings Plan.