Darrell van Amen reports PSU share issuances after HomeStreet–Mechanics merger

Rhea-AI Filing Summary

Darrell van Amen, EVP and Chief Investment Officer, reported acquisitions of issuer Class A common stock on 09/02/2025 tied to vested performance stock units (PSUs) following a merger. Two PSU-based issuances were reported: 3,130 shares and 9,849 shares were issued to the reporting person without payment of consideration because performance conditions were met. The filings show beneficial ownership of 83,021 shares after the first issuance and 92,870 shares after the second, with an additional 3,000 shares held indirectly by the reporting person’s spouse.

The transactions occurred at the effective time of a merger in which HomeStreet, Inc. was renamed Mechanics Bancorp and outstanding PSUs were accelerated and settled in stock plus cash for accrued dividends. The reporting person resigned as an officer effective at the merger’s closing and stated they are no longer subject to Section 16 reporting for future transactions.

Positive

• PSU awards vested and were settled in stock, resulting in issuance of 3,130 and 9,849 shares without cash payment to the reporting person
• Merger agreement provided for acceleration and settlement of outstanding PSUs plus cash for accrued dividends, clarifying treatment of equity awards
• Reporting clearly discloses indirect ownership (3,000 shares held by the reporting person’s spouse) and resignation status

Negative

• Reporting person resigned as an officer effective at the merger closing, reducing their ongoing executive role
• No open-market purchases or sales were reported; transactions reflect compensation mechanics rather than voluntary insider investment

Insights

Securities/Financial Analyst

TL;DR Officer received PSU shares on merger-related acceleration; ownership increased but activity appears administrative rather than market-moving.

The Form 4 documents two non‑derivative acquisitions totaling 12,979 shares issued on vesting of PSUs at the merger effective date, with no cash paid by the reporting person. The filings explicitly tie settlement to performance criteria from PSU awards granted in 2023 and 2024, and note cash for accrued dividends. The reporting person’s resignation as an officer at the merger closing removes future Section 16 obligations. From an investor perspective, these are compensation settlements and corporate reorganization mechanics rather than open-market purchases or sales that would signal a personal trading view.

Corporate Governance Expert

TL;DR PSU acceleration and officer resignation are routine post‑merger governance events with limited signaling value about ongoing executive involvement.

The Form 4 reflects customary merger treatment: acceleration and settlement of outstanding equity awards and an officer resignation effective at the merger closing. The report clarifies the nature of the issued shares (performance-based vesting determinations) and discloses indirect spouse ownership. The explicit statement that the reporting person is no longer subject to Section 16 reporting is an important governance disclosure that limits future insider reporting obligations. These items are material for disclosure but not indicative of unusual governance concerns on their face.

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^*

VAN AMEN DARRELL

(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 Investment 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		3,130(1)	A	$0(2)	83,021	D
Common Stock	09/02/2025		A		9,849(1)	A	$0(3)	92,870	D
Common Stock								3,000	I	Jeanie van Amen, Mr. van Amen's spouse

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, Attorney in fact for Darrell van Amen	09/04/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Darrell van Amen report on Form 4?

He reported acquisitions of Class A common stock on 09/02/2025 consisting of 3,130 shares and 9,849 shares issued upon vesting of PSUs.

Why were the shares issued to the reporting person without payment?

The shares were issued on vesting of performance stock units (PSUs) granted on January 1, 2023 and January 1, 2024, with quantities determined by achievement of performance factors.

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

The filing shows beneficial ownership of 83,021 shares after one issuance and 92,870 shares after the second issuance, plus 3,000 shares indirectly held by the reporting person’s spouse.

Did these transactions relate to a merger or corporate event?

Yes; at the effective time of a merger on 09/02/2025, HomeStreet, Inc. was renamed Mechanics Bancorp and outstanding PSUs were accelerated and settled.

Will the reporting person continue to file Section 16 reports?

No; the reporting person stated they resigned as an officer effective at the merger and are no longer subject to Section 16 reporting for future transactions.