Merger grants equity to Mechanics Bancorp (HMST) director Crowe

Rhea-AI Filing Summary

Mechanics Bancorp director Adrienne Y. Crowe reported new equity holdings tied to the merger of HomeStreet Bank with Mechanics Bank. On September 2, 2025, she acquired 13,204 shares of Class A Common Stock at a stated price of $0, held directly after the transaction.

She also received 2,554 deferred incentive units, each economically equivalent to one share of Class A Common Stock, bringing her total to 2,591 incentive units. These awards reflect conversion of prior Mechanics Bank stock and units at a ratio of 3,301.0920 issuer shares per Mechanics Bank share or unit, based on a reference price of $13.87 per share, and payments on the incentive units have been deferred 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^*

Crowe Adrienne Y

(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)

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 Adrienne Y. Crowe	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).
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FAQ

What did Adrienne Y. Crowe report in this Mechanics Bancorp (HMST) Form 4?

Adrienne Y. Crowe reported acquiring 13,204 shares of Mechanics Bancorp Class A Common Stock and 2,554 deferred incentive units on September 2, 2025. These holdings arose from converting Mechanics Bank stock and units into issuer equity following the HomeStreet Bank–Mechanics Bank merger.

How many Mechanics Bancorp (HMST) shares does Adrienne Y. Crowe now hold directly?

After the reported transaction, Adrienne Y. Crowe directly holds 13,204 shares of Mechanics Bancorp Class A Common Stock. These shares were received at a stated price of $0 per share as merger consideration, replacing prior Mechanics Bank equity positions through a fixed conversion ratio.

What are the deferred incentive units reported for Mechanics Bancorp (HMST)?

Crowe acquired 2,554 deferred incentive units, each economically equivalent to one Mechanics Bancorp Class A share, bringing her total to 2,591 units. These units stem from converted Mechanics Bank incentive units and dividend reinvestment, with payment deferred until retirement, termination, or a change in control.

How was Mechanics Bancorp (HMST) merger consideration calculated for Crowe’s equity?

Each Mechanics Bank voting share and each restricted stock or incentive unit converted into rights over 3,301.0920 Mechanics Bancorp Class A shares. The reference share price on the merger’s effective date was $13.87, forming the basis for the exchange of Crowe’s prior Mechanics Bank interests.

When will Adrienne Y. Crowe receive payment on Mechanics Bancorp (HMST) incentive units?

Payment on Crowe’s deferred incentive units will occur at the earlier of her retirement, termination, or a change in control of Mechanics Bancorp. Until then, these units remain deferred but are treated as the economic equivalent of Class A Common Stock for reporting purposes.

Did Adrienne Y. Crowe buy Mechanics Bancorp (HMST) shares on the open market?

No, the Form 4 shows Crowe’s new holdings came via merger-related exchanges, not market purchases. She received 13,204 Class A shares and 2,554 deferred incentive units at a reported price of $0 per share, reflecting conversion of prior Mechanics Bank equity positions.