Mechanics Bancorp (MCHB) EVP nets shares via unit exercise

Rhea-AI Filing Summary

Mechanics Bancorp executive Scott A. Givans exercised equity awards and adjusted his shareholdings. On February 15, 2026, he exercised 4,164 Incentive Units - Not Deferred (2024), which are derivative securities economically equivalent to one share of Class A common stock and require no cash payment upon vesting.

The exercise delivered 4,164 shares of Class A Common Stock, increasing his direct holdings to 33,278 shares before a related tax transaction. In a separate tax-withholding disposition, 1,715 Class A shares at $15.37 per share were surrendered to cover tax obligations, leaving Givans with 31,563 Class A shares held directly after these transactions. Footnotes state that incentive units vest in two equal annual installments beginning February 15, 2027.

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

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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^*

Givans Scott A.

(Last) (First) (Middle)

1111 CIVIC DR STE 390

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 Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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
Class A Common Stock	02/15/2026		M		4,164	A	(1)	33,278	D
Class A Common Stock	02/15/2026		F		1,715	D	$15.37	31,563	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
Incentive Units - Not Deferred (2024)	(2)	02/15/2026		M			4,164	(3)	(3)	Class A Common Stock	4,164	$0	8,329	D

Explanation of Responses:

1. Each incentive unit represents a contingent right to receive one share of Issuer Class A common stock. Incentive units do not require the holder to pay any consideration upon vesting.

2. Each incentive unit is the economic equivalent of one share of Issuer Class A Common Stock.

3. The incentive units vest in two equal annual installments beginning February 15, 2027.

Remarks:

	/s/ Glenn Shrader, Attorney in fact for Scott A. Givans	02/18/2026
	** 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 insider transactions did Mechanics Bancorp EVP Scott A. Givans report?

Scott A. Givans exercised incentive units and settled taxes in shares. He converted 4,164 Incentive Units into 4,164 Class A common shares, then used 1,715 Class A shares to satisfy tax obligations related to the equity award exercise.

How many Mechanics Bancorp (MCHB) shares does Scott A. Givans hold after this Form 4?

Scott A. Givans directly holds 31,563 Class A shares after these transactions. Following the award exercise and share withholding for taxes, his reported direct ownership of Mechanics Bancorp Class A common stock totals 31,563 shares.

What are the Mechanics Bancorp Incentive Units mentioned in Scott A. Givans’ filing?

Each Mechanics Bancorp incentive unit is a right to one Class A share. Footnotes explain that every incentive unit equals one Class A common share economically and does not require Givans to pay any consideration when the units vest.

When do the Mechanics Bancorp incentive units reported by Scott A. Givans vest?

The incentive units vest in two equal annual installments starting February 15, 2027. According to the footnotes, this grant vests over two years, with half the units vesting each year beginning on that date.

Was Scott A. Givans’ share disposition in Mechanics Bancorp an open-market sale?

The filing describes the share disposition as tax-withholding, not an open-market sale. Transaction code F indicates 1,715 Class A shares were delivered to cover exercise price or tax liability tied to the equity award.

How did Scott A. Givans acquire Mechanics Bancorp Class A shares in this Form 4?

He acquired shares through an exercise or conversion of derivative securities. Transaction code M shows 4,164 Incentive Units were converted into an equal number of Class A common shares at a reported price of $0.00 per share.