[Form 4] Mechanics Bancorp Insider Trading Activity

Rhea-AI Filing Summary

Mechanics Bancorp director Douglas E. Downer reported a mix of stock awards and family gifts involving the company’s Class A common stock. On September 2, 2025, trusts associated with him acquired large indirect positions and he received 2,554 deferred incentive units, each economically equivalent to one share of Class A stock, in connection with the merger involving HomeStreet Bank and Mechanics Bank.

On October 7, 2025, he made two bona fide gifts totaling 150,000 shares of Class A common stock to separate irrevocable trusts for his son and daughter. The filing states that he disclaims any pecuniary interest in the gifted shares. These are non-cash, estate- and trust-planning moves rather than market 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

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^*

Downer Douglas E

(Last) (First) (Middle)

1111 CIVIC DR STE 390

(Street)

WALNUT CREEK CALIFORNIA 94596-3895

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Mechanics Bancorp [ MCHB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/02/2025		A		2,467,764	A	(1)(2)	2,467,764	I	Douglas E Downer Revocable Trust
Class A Common Stock	09/02/2025		A		1,121,270	A	(2)(3)	1,121,270	I	Douglas Downer Family Dynasty Trust(3)
Class A Common Stock	10/07/2025		G		75,000	D	(4)	2,392,764	I	Douglas E Downer Revocable Trust
Class A Common Stock	10/07/2025		G		75,000	D	(5)	2,317,764	I	Douglas E Downer Revocable Trust

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 - Deferred	(2)(6)	09/02/2025		A		2,554		(7)	(7)	Class A Common Stock	2,554	$0	2,591(8)	D

Explanation of Responses:

1. Received in exchange for an aggregate of 747 shares of Mechanics Bank ("MB") original voting common stock and MB restricted stock units in connection with the merger of HomeStreet Bank, a wholly owned subsidiary of Issuer, with and into MB, pursuant to which MB continued as the surviving corporation and as a wholly owned subsidiary of Issuer (the "Merger").

2. As consideration for the Merger, (i) each share of MB voting common stock converted into the right to receive 3,301.0920 shares of Issuer Class A Common Stock, which, on the effective date of the Merger, had a closing price of $13.87 per share, (ii) each MB restricted stock unit of the Reporting Person converted into restricted stock units of Issuer for the right to receive 3,301.0920 shares of Issuer Class A Common Stock, and (iii) each MB incentive unit of the Reporting Person converted into incentive units of Issuer of the economic equivalent of 3,301.0920 shares of Issuer Class A Common Stock.

3. Received in exchange of 339 shares of MB original voting common stock in connection with the Merger. E. Michael Downer is the voting trustee for the Douglas Downer Family Dynasty Trust.

4. On October 7, 2025, the reporting person gifted 75,000 shares of the issuer's Class A common stock to his son's trust, Robert P. Downer, TTEE, Jack Y. Downer Irrevocable Tr U/A Dtd 7/23/25. The reporting person disclaims any pecuniary interest in these shares.

5. On October 7, 2025, the reporting person gifted 75,000 shares of the issuer's Class A common stock to his daughter's trust, Robert P. Downer, TTEE, Grace Y. Downer Irrevocable Tr U/A Dtd 7/23/25. The reporting person disclaims any pecuniary interest in these shares.

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

7. 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.

8. Includes 37 dividend equivalent incentive units acquired on December 15, 2025.

Remarks:

	/s/ Glenn Shrader, Attorney in fact for Douglas E. Downer	03/23/2026
	** 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).
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* Form 4: SEC 1474 (03-26)