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[Form 4] HomeStreet, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Insider transactions tied to merger-driven PSU vesting and resignation. David L. Parr, an executive and director, received a total of 10,249 shares of Mechanics Bancorp Class A common stock on September 2, 2025 from accelerated vesting of performance stock units (PSUs) issued in 2023 and 2024, with 4,920 and 11,946 shares reported following different settlement lines and withholding for taxes reducing beneficial ownership on certain lines. The filings show 3, (173) and 920 shares withheld across transactions for tax obligations and indicate Parr resigned as an officer effective at the merger's closing, after which he is no longer subject to Section 16 filing obligations.

Positive
  • PSUs vested indicating performance conditions were met or accelerated by the merger
  • Reporting shows tax-withholding actions were executed, reflecting regulatory and tax compliance
Negative
  • Reporting person resigned as an officer and is no longer subject to Section 16 reporting, reducing future insider transparency

Insights

TL;DR: Merger accelerated PSU vesting and ended officer’s Section 16 obligations, creating one-time equity transfers and tax-withholding adjustments.

The Form 4 documents settlement of performance stock units upon the effective merger on September 2, 2025, converting PSUs into Class A shares and cash for accrued dividends. These are non-cash, performance-based awards that vested due to the merger, producing discrete increases in reported beneficial ownership and corresponding share withholding for taxes. The reporting person also resigned as an officer at closing, removing ongoing Section 16 reporting responsibility; this is a common governance outcome in mergers and not itself evidence of misconduct.

TL;DR: PSUs accelerated by merger produced issued shares and tax withholdings; amounts reflect earned performance outcomes for 2023 and 2024 grants.

The entries reflect issuance of shares upon PSU settlement with zero cash consideration for the shares themselves and separate share withholding to satisfy tax liabilities. The Form 4 shows performance-based awards from January 1, 2023 and January 1, 2024 vested and partly canceled for unvested portions. The transaction codes and zero share price on issuance are consistent with equity compensation settlement rather than open-market purchases or sales. Impact to dilution or executive ownership percentage would depend on total shares outstanding, which is not provided here.

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*
Parr David L

(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, DIR. OF COMM'L BANKING
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 2,303(1) A $0(2) 4,920 D
Common Stock 09/02/2025 F 920(3) D $13.87 4,000 D
Common Stock 09/02/2025 A 7,946(1) A $0(4) 11,946 D
Common Stock 09/02/2025 F 3,173(3) D $13.87 8,773 D
Common Stock 2,441.313 I HomeStreet, Inc. 401(k) Savings Plan(5)
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. 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 David L. Parr 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 David L. Parr report on the Form 4 for Mechanics Bancorp (MCHB)?

The Form 4 reports issuance of shares from accelerated vesting of PSUs on September 2, 2025, and shares withheld to satisfy tax withholding obligations.

How many shares did Parr receive from PSU vesting?

The filing reflects issuances totaling 10,249 shares across reported lines on the Form 4 and shows beneficial ownership amounts of 4,920, 11,946, and other line-items adjusted for withholdings.

Were any shares sold or purchased for cash in these transactions?

No cash purchase was reported for the shares issued upon PSU vesting; issuance lines show a $0 price for the issued shares, while withheld shares were recorded at $13.87 for tax withholding.

Does David L. Parr remain subject to Section 16 reporting after these transactions?

No. The filing states Parr resigned as an officer effective at the merger closing on September 2, 2025 and is no longer subject to Section 16 reporting for the issuer.

Why were some PSUs canceled and others settled?

The filing explains the number of shares issued was based on achievement of specified performance factors in the PSUs; unvested portions were canceled.
Homestreet

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