Mechanics Bancorp (MCHB) director adds RSU grant and converts 3,301 units
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mechanics Bancorp director Edward Michael Downer reported equity compensation and related holdings in Class A common stock. On May 28, 2026, he was granted 5,513 Restricted Stock Units (RSUs), which footnotes state will vest on May 28, 2027, each RSU converting into one share at vesting.
The filing also shows that 3,301 previously granted RSUs, awarded on May 21, 2025, vested on May 27, 2026 and were converted into 3,301 shares of Class A common stock held indirectly through a separate property trust. Downer’s reported indirect holdings include 1,511,898 shares in that trust and significant additional positions in several family dynasty trusts, plus 9,903 shares held directly and 2,554 incentive units – deferred that are economically equivalent to shares but payable after retirement, termination, or a change in control.
Positive
- None.
Negative
- None.
Insider Trade Summary
3,301 shares exercised/converted
Mixed
10 txns
Insider
Downer Edward Michael
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 5,513 | $0.00 | -- |
| Exercise | Restricted Stock Units | 3,301 | $0.00 | -- |
| Exercise | Class A Common Stock | 3,301 | $0.00 | -- |
| holding | Incentive Units - Deferred | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 5,513 shares (Direct, null);
Class A Common Stock — 1,511,898 shares (Indirect, E. Michael Downer, Trustee of the E. Michael Downer Separate Property Trust UTD 9/22/08);
Incentive Units - Deferred — 2,554 shares (Direct, null);
Class A Common Stock — 9,903 shares (Direct, null)
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Mechanics Bancorp (the "Company") Class A common stock. RSUs do not require the holder to pay any consideration on vesting. Granted but unvested RSUs were previously reported in Table I. Going forward, granted but unvested RSUs will be reported in Table II and will be reported in Table I when they vest and convert into Class A common stock. Share totals of securities beneficially owned following reported transaction(s) reported in Table I have been adjusted to reflect this change in reporting and do not include unvested RSUs. The Reporting Person is the voting trustee for the Robert M Downer Family Dynasty Trust. The Reporting Person is the investment manager and beneficiary of the E M Downer Dynasty Trust UAD 11/28/03. The Reporting Person is the voting trustee for the Douglas Downer Family Dynasty Trust. The Reporting Person is the Investment Manager of MJAK Holding, LLC and has the power to direct the voting of such shares. The Reporting Person is the voting trustee for the E M Downer Family Dynasty II Trust dated 12/28/03. On May 21, 2025, the Reporting Person was granted the equivalent of 3,301 of the Company's RSUs, which vest on May 27, 2026. Upon vesting, the Reporting Person will receive a number of shares of the Company's Class A common stock equal to the number of RSU's that vest on that date. On May 28, 2026, the Reporting Person was granted 5,513 RSUs, which vest on May 28, 2027. Upon vesting, the Reporting Person will receive a number of shares of the Company's Class A common stock equal to the number of RSU's that vest on that date. Each incentive unit is the economic equivalent of one share of Issuer Class A common stock. The Reporting Person has elected to defer payment on such incentive units until the earlier of (i) the retirement or termination of the Reporting Person, or (ii) a change in control of Issuer. Includes 73 incentive units acquired on March 19, 2026 and 128 incentive units acquired on May 28, 2026.
Key Figures
New RSU grant: 5,513 RSUs
RSUs converted to shares: 3,301 shares
Indirect trust holding: 1,511,898 shares
+3 more
6 metrics
New RSU grant
5,513 RSUs
Granted on May 28, 2026; vesting on May 28, 2027
RSUs converted to shares
3,301 shares
Previously granted RSUs vested and converted on May 27, 2026
Indirect trust holding
1,511,898 shares
Class A common stock held via separate property trust after transactions
Direct common shares
9,903 shares
Class A common stock held directly as of May 27, 2026
Deferred incentive units
2,554 units
Economically equivalent to Class A shares; payment deferred
Remaining deferred underlying shares
2,554 shares
Underlying shares for incentive units - deferred
Key Terms
Restricted Stock Units, incentive units - deferred, beneficially owned, voting trustee, +1 more
5 terms
Restricted Stock Units financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
incentive units - deferred financial
"Each incentive unit is the economic equivalent of one share of Issuer Class A common stock"
beneficially owned financial
"Share totals of securities beneficially owned following reported transaction(s) reported in Table I"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
voting trustee financial
"The Reporting Person is the voting trustee for the Robert M Downer Family Dynasty Trust"
change in control financial
"defer payment on such incentive units until ... a change in control of Issuer"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
FAQ
What insider transactions did Mechanics Bancorp (MCHB) report for Edward Michael Downer?
Mechanics Bancorp reported equity awards and an option-like conversion for director Edward Michael Downer. He received 5,513 new RSUs on May 28, 2026 and 3,301 previously granted RSUs vested into 3,301 Class A common shares on May 27, 2026.
How many Restricted Stock Units did Mechanics Bancorp (MCHB) grant to Edward Michael Downer?
Edward Michael Downer was granted 5,513 Restricted Stock Units on May 28, 2026. According to the footnotes, these RSUs vest on May 28, 2027, and each unit will deliver one share of Mechanics Bancorp Class A common stock when vesting occurs.
When did Edward Michael Downer’s earlier Mechanics Bancorp (MCHB) RSUs vest and convert to shares?
A prior grant of 3,301 Mechanics Bancorp RSUs vested on May 27, 2026. These RSUs were originally granted on May 21, 2025 and, upon vesting, converted into 3,301 shares of Class A common stock held indirectly through a separate property trust.
What indirect Mechanics Bancorp (MCHB) holdings are reported for Edward Michael Downer?
The filing lists substantial indirect Mechanics Bancorp holdings in several family-related trusts. One key position is 1,511,898 Class A common shares held via the E. Michael Downer Separate Property Trust, where he serves as trustee, alongside additional dynasty trust holdings.
What are Mechanics Bancorp (MCHB) incentive units deferred held by Edward Michael Downer?
Downer holds 2,554 incentive units – deferred, each economically equivalent to one Class A share. Footnotes state payment on these units is deferred until his retirement or termination, or a change in control of Mechanics Bancorp, reflecting long-term incentive compensation.