Mechanics Bancorp (HMST) EVP converts units, shares withheld for taxes

Rhea-AI Filing Summary

Mechanics Bancorp executive Kristie S. Shields reported multiple equity award transactions involving Class A common stock. On February 15, 2026, she exercised several series of incentive units from 2022, 2023, and 2024, each economically equivalent to one share and requiring no cash payment upon vesting.

The exercises delivered shares of Class A common stock, while separate transactions labeled with code F show 1,400, 808, and 1,201 shares withheld at $15.37 per share to cover tax obligations. After these transactions, her directly held Class A common stock position was 18,109 shares.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Shields Kristie S

(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 Compliance Counsel

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		3,398	A	(1)	16,642	D
Class A Common Stock	02/15/2026		F		1,400	D	$15.37	15,242	D
Class A Common Stock	02/15/2026		M		1,961	A	(1)	17,203	D
Class A Common Stock	02/15/2026		F		808	D	$15.37	16,395	D
Class A Common Stock	02/15/2026		M		2,915	A	(1)	19,310	D
Class A Common Stock	02/15/2026		F		1,201	D	$15.37	18,109	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 (2022)	(2)	02/15/2026		M			3,398	(3)	(3)	Class A Common Stock	3,398	$0	0	D
Incentive Units - Not Deferred (2023)	(2)	02/15/2026		M			1,961	(4)	(4)	Class A Common Stock	1,961	$0	1,961	D
Incentive Units - Not Deferred (2024)	(2)	02/15/2026		M			2,915	(5)	(5)	Class A Common Stock	2,915	$0	5,830	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. All shares have vested as of February 15, 2026.

4. The remaining incentive units vest on February 15, 2027.

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

Remarks:

	/s/ Glenn Shrader, Attorney in fact for Kristie S. Shields	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 Kristie S. Shields report?

Kristie S. Shields reported exercising multiple incentive units into Mechanics Bancorp Class A common stock. Separate F-code transactions show shares withheld to satisfy tax obligations, rather than open-market sales, all effective on February 15, 2026, as part of her equity compensation program.

How many Mechanics Bancorp incentive units did Kristie Shields convert to stock?

Shields exercised 3,398 incentive units from 2022, 1,961 from 2023, and 2,915 from 2024. Each incentive unit is the economic equivalent of one share of Mechanics Bancorp Class A common stock and does not require any cash payment from her upon vesting.

Were any Mechanics Bancorp shares sold by Kristie Shields in this Form 4 filing?

The filing shows dispositions coded F, indicating shares delivered to cover taxes, not open-market selling. Transactions of 1,400, 808, and 1,201 Class A shares at $15.37 each were withheld for tax or exercise obligations related to her incentive unit conversions.

What is Kristie Shields’ Mechanics Bancorp stock ownership after these transactions?

After the reported equity award exercises and tax-withholding share dispositions, Kristie S. Shields directly holds 18,109 shares of Mechanics Bancorp Class A common stock. This position reflects the net result of all M-code exercises and F-code tax transactions on February 15, 2026.

How do Mechanics Bancorp incentive units work for Kristie Shields?

Each incentive unit grants a contingent right to receive one share of Mechanics Bancorp Class A common stock. Footnotes state the units are economically equivalent to common shares and require no cash consideration from Shields upon vesting, with specified vesting dates through February 15, 2027.

What vesting schedule applies to Kristie Shields’ Mechanics Bancorp incentive units?

Some incentive units are fully vested as of February 15, 2026, while other awards vest on February 15, 2027. Additional incentive units vest in two equal annual installments beginning February 15, 2027, according to the detailed footnotes included with the Form 4 filing.

Which role does Kristie Shields hold at Mechanics Bancorp in this Form 4?

In this Form 4, Kristie S. Shields is identified as an officer of Mechanics Bancorp, serving as EVP & Chief Compliance Counsel. The reported transactions relate to her compensation-based incentive units and resulting Class A common stock holdings in the issuer.