Mechanics Bancorp (HMST) director granted shares and deferred units in merger

Rhea-AI Filing Summary

Mechanics Bancorp director Jon R. Wilcox reported equity received in connection with the merger of HomeStreet Bank into Mechanics Bank. On September 2, 2025, he acquired 13,204 shares of Class A Common Stock at a stated price of $0, held directly.

He also acquired 2,554 deferred incentive units, each economically equivalent to one share of Class A Common Stock, bringing his total derivative holdings to 2,591 incentive units. These incentive units were received as part of the merger consideration, with the reporting person electing to defer payment until retirement, termination, or a change in control.

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

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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^*

Wilcox Jon R

(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 Jon R. Wilcox	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Jon R. Wilcox report in this Form 4 for HMST/Mechanics Bancorp?

Jon R. Wilcox reported receiving 13,204 shares of Class A Common Stock and 2,554 deferred incentive units on September 2, 2025. These equity awards were tied to the completion of the merger involving HomeStreet Bank and Mechanics Bank.

Why did Jon R. Wilcox receive Mechanics Bancorp shares and incentive units?

He received the equity in connection with the merger of HomeStreet Bank into Mechanics Bank. His Mechanics Bank voting common shares, restricted stock units, and incentive units were converted into Mechanics Bancorp Class A Common Stock and related awards as part of the merger consideration.

How many Mechanics Bancorp common shares does Wilcox report after this transaction?

After the transaction on September 2, 2025, Jon R. Wilcox reports holding 13,204 shares of Class A Common Stock directly. These shares were received as part of the merger consideration rather than through an open market purchase.

What are the terms of Jon R. Wilcox’s deferred incentive units at Mechanics Bancorp?

He holds 2,591 incentive units after the transaction, including 2,554 units granted on September 2, 2025. Each unit is economically equivalent to one share of Class A Common Stock, with payment deferred until retirement, termination, or a change in control.

What exchange ratio applied in the Mechanics Bancorp and HomeStreet Bank merger?

For the merger consideration, each Mechanics Bank voting common share and each of Wilcox’s related awards converted into the right to receive 3,301.0920 shares of Mechanics Bancorp Class A Common Stock. The Class A shares had a $13.87 closing price on the merger’s effective date.

Were any additional Mechanics Bancorp incentive units received through dividend reinvestment?

Yes. The filing notes that Wilcox’s total 2,591 incentive units include 37 units acquired on December 15, 2025 through dividend reinvestment. These are part of his overall deferred incentive unit holdings at Mechanics Bancorp.