Mechanics Bancorp (MCHB) director logs RSU grant and 3,301-share conversion

Rhea-AI Filing Summary

Mechanics Bancorp director Jon R. Wilcox reported equity compensation and related equity movements. He was granted 5,513 Restricted Stock Units (RSUs) on May 28, 2026, which vest on May 28, 2027 and convert into an equal number of Class A common shares at no cost on vesting.

On May 27, 2026, 3,301 previously granted RSUs vested and were exercised into 3,301 shares of Class A common stock, increasing his direct common stock holdings to 13,204 shares. The filing also shows 2,554 deferred incentive units, each economically equivalent to one share of Class A common stock, with payment deferred until retirement, termination, or a change in control. The activity reflects compensation awards and derivative exercises, not open-market purchases or sales.

Insider Trade Summary

3,301 shares exercised/converted

Mixed 4 txns

Insider Wilcox Jon R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	5,513	$0.00	--
Exercise	Restricted Stock Units	3,301	$0.00	--
Exercise	Class A Common Stock	3,301	$0.00	--
holding	Incentive Units - Deferred	--	--	--

Holdings After Transaction: Restricted Stock Units — 5,513 shares (Direct, null); Class A Common Stock — 13,204 shares (Direct, null); Incentive Units - Deferred — 2,554 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Mechanics Bancorp (the "Company") Class A common stock. RSUs do not require the holder to pay any consideration on vesting. Granted but unvested RSUs were previously reported in Table I. Going forward, granted but unvested RSUs will be reported in Table II and will be reported in Table I when they vest and convert into Class A common stock. Share totals of securities beneficially owned following reported transaction(s) reported in Table I have been adjusted to reflect this change in reporting and do not include unvested RSUs. On May 21, 2025, the Reporting Person was granted the equivalent of 3,301 of the Company's RSUs, which vest on May 27, 2026. Upon vesting, the Reporting Person will receive a number of shares of the Company's Class A common stock equal to the number of RSU's that vest on that date. On May 28, 2026, the Reporting Person was granted 5,513 RSUs, which vest on May 28, 2027. Upon vesting, the Reporting Person will receive a number of shares of the Company's Class A common stock equal to the number of RSU's that vest on that date. Each incentive unit is the economic equivalent of one share of Issuer Class A common stock. 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. Includes 73 incentive units acquired on March 19, 2026 and 128 incentive units acquired on May 28, 2026.

Key Figures

New RSU grant: 5,513 RSUs RSUs converted: 3,301 RSUs Common shares held: 13,204 shares +2 more

5 metrics

New RSU grant 5,513 RSUs Granted May 28, 2026; vesting May 28, 2027

RSUs converted 3,301 RSUs Vested and converted into Class A common stock on May 27, 2026

Common shares held 13,204 shares Class A common stock directly owned after transactions

Deferred incentive units 2,554 units Economically equivalent to Class A shares; settlement deferred

Derivative exercises 3,301 shares Exercise of derivative security per transaction summary

Key Terms

Restricted Stock Unit, Incentive Units - Deferred, change in control, beneficially owned

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Mechanics Bancorp Class A common stock."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Incentive Units - Deferred financial

"Each incentive unit is the economic equivalent of one share of Issuer Class A common stock."

change in control financial

"The Reporting Person has elected to defer payment on such incentive units until retirement or termination, or a change in control of Issuer."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

beneficially owned financial

"Share totals of securities beneficially owned following reported transaction(s) reported in Table I have been adjusted to reflect this change in reporting."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Wilcox Jon R

(Last) (First) (Middle)

1111 CIVIC DR STE 390

(Street)

WALNUT CREEK CALIFORNIA 94596-3895

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/27/2026		M		3,301	A	$0(1)	13,204(2)	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
Restricted Stock Units	(1)	05/27/2026		M			3,301(2)	(3)	(3)	Class A Common Stock	3,301	$0	0	D
Restricted Stock Units	(1)	05/28/2026		A		5,513		(4)	(4)	Class A Common Stock	5,513	$0	5,513	D
Incentive Units - Deferred	(5)							(6)	(6)	Class A Common Stock	2,554		2,792(7)	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Mechanics Bancorp (the "Company") Class A common stock. RSUs do not require the holder to pay any consideration on vesting.

2. Granted but unvested RSUs were previously reported in Table I. Going forward, granted but unvested RSUs will be reported in Table II and will be reported in Table I when they vest and convert into Class A common stock. Share totals of securities beneficially owned following reported transaction(s) reported in Table I have been adjusted to reflect this change in reporting and do not include unvested RSUs.

3. On May 21, 2025, the Reporting Person was granted the equivalent of 3,301 of the Company's RSUs, which vest on May 27, 2026. Upon vesting, the Reporting Person will receive a number of shares of the Company's Class A common stock equal to the number of RSU's that vest on that date.

4. On May 28, 2026, the Reporting Person was granted 5,513 RSUs, which vest on May 28, 2027. Upon vesting, the Reporting Person will receive a number of shares of the Company's Class A common stock equal to the number of RSU's that vest on that date.

5. Each incentive unit is the economic equivalent of one share of Issuer Class A common stock.

6. 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.

7. Includes 73 incentive units acquired on March 19, 2026 and 128 incentive units acquired on May 28, 2026.

Remarks:

	/s/ Glenn Shrader, Attorney in fact for Jon R. Wilcox	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Mechanics Bancorp director Jon R. Wilcox receive in this Form 4?

Jon R. Wilcox received a grant of 5,513 Restricted Stock Units on May 28, 2026. These RSUs vest on May 28, 2027 and will settle into the same number of Mechanics Bancorp Class A common shares without any exercise price when they vest.

Did Jon R. Wilcox buy or sell Mechanics Bancorp (MCHB) shares on the open market?

The filing shows no open-market buys or sells by Jon R. Wilcox. Reported activity consists of RSU grants, vesting and conversion of 3,301 RSUs into common shares, and updated holdings of deferred incentive units economically equivalent to common stock.

How many Mechanics Bancorp common shares does Jon R. Wilcox hold after these transactions?

After the reported transactions, Jon R. Wilcox directly holds 13,204 shares of Mechanics Bancorp Class A common stock. This reflects the addition of 3,301 shares from RSUs that vested and converted on May 27, 2026, as shown in the non-derivative holdings table.

What are the terms of the 5,513 RSUs granted to Jon R. Wilcox?

The 5,513 RSUs granted on May 28, 2026 each represent a contingent right to one Class A common share. They vest on May 28, 2027, and on vesting Wilcox receives the same number of shares without paying any consideration.

What are “Incentive Units - Deferred” reported for Mechanics Bancorp director Jon R. Wilcox?

The Incentive Units - Deferred are instruments economically equivalent to one Mechanics Bancorp Class A share each. Wilcox has 2,554 such units, with payment deferred until his retirement or termination, or a change in control of the issuer, according to the footnotes.

How do the RSUs and incentive units affect Jon R. Wilcox’s future Mechanics Bancorp share ownership?

Vested RSUs convert one-for-one into Class A common shares, increasing his share count when they vest. Deferred incentive units are also tied one-for-one to the stock and will be settled in the future upon retirement, termination, or a change in control, potentially increasing delivered equity then.