Mechanics Bancorp (HMST) director gains stock, deferred units in merger

Rhea-AI Filing Summary

Mechanics Bancorp director Patricia Cochran reported stock and incentive unit awards tied to the Mechanics Bank–HomeStreet Bank merger. On September 2, 2025, she acquired 13,204 shares of Class A Common Stock, leaving her with 13,204 directly held shares.

She also received 2,554 deferred incentive units, each economically equivalent to one share of Class A Common Stock, bringing her derivative holdings to 2,591 incentive units. These units were issued as merger consideration based on a conversion rate of 3,301.0920 shares of Mechanics Bancorp Class A Common Stock for each Mechanics Bank share, restricted stock unit, or incentive unit, at a referenced closing price of $13.87 per share. Payment on the incentive units is deferred until retirement, termination, or a change in control, and the total includes 37 units from dividend reinvestment.

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^*

Cochran Patricia

(Last) (First) (Middle)

1111 CIVIC DR STE 390

(Street)

WALNUT CREEK CA 94596-3895

(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)

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

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
Class A Common Stock	09/02/2025		A		13,204	A	(1)(2)	13,204	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 - Deferred	(2)(3)	09/02/2025		A		2,554		(4)	(4)	Class A Common Stock	2,554	$0	2,591(5)	D

Explanation of Responses:

1. Received in exchange for an aggregate of four 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. Each incentive unit is the economic equivalent of one share of Issuer Class A Common Stock.

4. 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.

5. Includes 37 incentive units acquired on December 15, 2025 pursuant to dividend reinvestment.

Remarks:

	/s/ Glenn Shrader, Attorney in fact for Patricia Cochran	02/03/2026
	** 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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FAQ

What insider transactions did HMST director Patricia Cochran report?

Patricia Cochran reported acquiring 13,204 shares of Class A Common Stock and 2,554 deferred incentive units on September 2, 2025. These awards arose from merger consideration related to Mechanics Bank and HomeStreet Bank, leaving her with 13,204 shares and 2,591 incentive units.

How many Mechanics Bancorp shares does Patricia Cochran now hold directly?

After the reported transaction, Patricia Cochran directly holds 13,204 shares of Mechanics Bancorp Class A Common Stock. These shares were received as merger consideration in exchange for Mechanics Bank stock and restricted stock units tied to the HomeStreet Bank merger.

What are the deferred incentive units reported by HMST’s director?

The deferred incentive units are awards economically equivalent to one share of Class A Common Stock each. Cochran received 2,554 such units on September 2, 2025, bringing her total to 2,591 incentive units, including 37 units credited through dividend reinvestment on December 15, 2025.

How is the Mechanics Bank and HomeStreet Bank merger reflected in this Form 4?

The Form 4 shows that Mechanics Bank equity converted into Mechanics Bancorp awards as merger consideration. Each Mechanics Bank share, restricted stock unit, or incentive unit converted based on a 3,301.0920 share exchange ratio into Class A Common Stock, restricted stock units, or incentive units, respectively.

What exchange ratio was used to convert Mechanics Bank equity into HMST stock?

Each share of Mechanics Bank voting common stock converted into the right to receive 3,301.0920 shares of Mechanics Bancorp Class A Common Stock. The same 3,301.0920 ratio applied to restricted stock units and incentive units, using a referenced closing price of $13.87 per share on the merger’s effective date.

When will Patricia Cochran receive payment for her deferred incentive units?

Payment on Patricia Cochran’s deferred incentive units will occur at the earlier of her retirement, termination, or a change in control of Mechanics Bancorp. Until then, the units remain deferred, though they are treated as economically equivalent to shares of Class A Common Stock.