Mechanics Bancorp (MCHB) executive exercises units, withholds shares for tax

Rhea-AI Filing Summary

Mechanics Bancorp executive Tony P. Kallingal, EVP & Chief Banking Officer, reported equity award activity involving incentive units and Class A common stock. He acquired 4,580 shares of Class A common stock at $0.0000 per share through the exercise or conversion of incentive units, bringing his direct Class A holdings to 30,429 shares before a tax-related disposition.

To satisfy tax obligations, 1,887 Class A shares were disposed of at $15.37 per share, leaving him with 28,542 directly held Class A shares. Following the derivative transaction, he also held 9,162 incentive units. Footnotes state each incentive unit is economically equivalent to one Class A share, requires no payment upon vesting, and vests in two equal annual installments beginning on February 15, 2027.

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^*

Kallingal Tony P

(Last) (First) (Middle)

1111 CIVIC DR STE 390

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 Banking Officer

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		4,580	A	(1)	30,429	D
Class A Common Stock	02/15/2026		F		1,887	D	$15.37	28,542	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 (2024)	(2)	02/15/2026		M			4,580	(3)	(3)	Class A Common Stock	4,580	$0	9,162	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. The incentive units vest in two equal annual installments beginning February 15, 2027.

Remarks:

	/s/ Glenn Shrader, Attorney in fact for Tony P. Kallingal	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 (MCHB) report for Tony P. Kallingal?

Mechanics Bancorp reported that EVP & Chief Banking Officer Tony P. Kallingal exercised incentive units into 4,580 Class A common shares and disposed of 1,887 shares to cover tax obligations, reflecting routine equity compensation and related tax-withholding activity.

How many Mechanics Bancorp (MCHB) shares did the executive acquire and dispose of?

Tony P. Kallingal acquired 4,580 Class A common shares via exercise or conversion of incentive units and disposed of 1,887 Class A shares for tax withholding, resulting in a net increase in his directly held share position after these transactions.

At what price were the Mechanics Bancorp (MCHB) insider transactions recorded?

The incentive units converted into 4,580 Class A shares at a stated price of $0.0000 per share, while 1,887 Class A shares were used for tax withholding at $15.37 per share, illustrating non-cash equity award exercise plus a market-valued tax settlement.

How many Mechanics Bancorp (MCHB) shares does the executive own after the Form 4 transactions?

Following the reported transactions, Tony P. Kallingal directly holds 28,542 shares of Mechanics Bancorp Class A common stock. He also holds 9,162 incentive units, which are economically equivalent to Class A shares under the company’s equity compensation structure.

What are Mechanics Bancorp (MCHB) incentive units and how do they vest?

Each Mechanics Bancorp incentive unit represents the economic equivalent of one Class A common share and requires no payment upon vesting. According to the disclosure, these incentive units vest in two equal annual installments beginning on February 15, 2027, under the award terms.

Is the Mechanics Bancorp (MCHB) insider transaction a market sale or tax withholding?

The Form 4 labels the 1,887-share disposition as a tax-withholding transaction using code F. This indicates shares were delivered to satisfy exercise price or tax liability, rather than an open-market sale initiated for portfolio or investment reasons.