HMST Form 4 — Diane Novak: PSU Vesting, Tax Withholding, Officer Resignation

Rhea-AI Filing Summary

The filing reports that Diane P. Novak, Executive Vice President and Chief Risk Officer of Mechanics Bancorp (formerly HomeStreet, Inc.), had multiple equity transactions effective 09/02/2025 related to the acceleration and settlement of performance stock units (PSUs) at the closing of a merger. She received a total of 8,051 shares issued without cash consideration from vested PSUs and had 2,178 shares withheld to cover taxes, leaving her with 12,506 shares beneficially owned after the transactions. The filing also notes Ms. Novak resigned as an officer at the effective time of the merger and is no longer subject to Section 16 reporting.

Positive

• PSUs accelerated and converted to stock, resulting in 8,051 shares issued to the reporting person upon vesting
• Beneficial ownership retained after transactions: 12,506 shares reported following the merger-related settlements

Negative

• 2,178 shares withheld to satisfy tax withholding on PSU settlements, reducing net share intake
• Reporting person resigned as an officer at the merger effective time and is no longer subject to Section 16 reporting, which may reduce future transparency

Insights

Corporate Governance Expert

TL;DR Officer resigned at merger; PSUs accelerated and settled in shares with tax withholding, reducing future Section 16 reporting.

The merger accelerated outstanding PSUs into issuer Class A common stock, with settled shares determined by pre-set performance factors for PSUs granted on January 1, 2023 and January 1, 2024. The issuer withheld shares to satisfy tax obligations on the settlement. Resignation effective at the merger means the reporting person is no longer subject to Section 16 obligations, which may reduce ongoing public disclosure of insider trades.

Financial Analyst

TL;DR Insider received vested compensation in stock at merger close; modest share increase and tax-withholding occurred.

The reported transactions show issuance of shares from vested PSUs totaling 8,051 shares and withholding of 2,178 shares for taxes. After dispositions and issuances, beneficial ownership reported is 12,506 shares. These are compensation-related equity events tied to merger terms rather than open-market purchases or sales.

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^*

Novak Diane P

(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 RISK 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		1,595(1)	A	$0(2)	8,228	D
Common Stock	09/02/2025		F		432(3)	D	$13.87	7,796	D
Common Stock	09/02/2025		A		6,456(1)	A	$0(4)	14,252	D
Common Stock	09/02/2025		F		1,746(3)	D	$13.87	12,506	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 her 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 Diane P. Novak	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 transactions did Diane P. Novak report on Form 4 for HMST?

She reported the acceleration and settlement of PSUs into Class A common stock, issuance of 8,051 shares, withholding of 2,178 shares for taxes, and dispositions of certain shares on 09/02/2025.

How many shares did Novak beneficially own after the reported transactions?

12,506 shares of Issuer Class A common stock were reported as beneficially owned following the transactions.

Why were shares issued to Novak without payment?

Shares were issued upon vesting of performance stock units (PSUs), with the number determined by achievement of specified performance factors for PSU awards granted on 01/01/2023 and 01/01/2024.

Did any shares get withheld in the transaction?

Yes, the issuer withheld 432 and 1,746 shares (total 2,178) to satisfy the withholding tax liability from the PSU settlements.

Is Novak still subject to Section 16 reporting after this filing?

No. The filing states she resigned as an officer effective at the merger and is no longer subject to Section 16; no further Form 4 or Form 5 transactions will be reported by her.