Mechanics Bancorp (MCHB) director granted 5,513 RSUs and 3,301 vest

Rhea-AI Filing Summary

Mechanics Bancorp director Douglas E. Downer reported compensation-related equity activity with no open‑market trading. He was granted 5,513 Restricted Stock Units (RSUs) on May 28, 2026, which vest on May 28, 2027 and will settle in an equal number of Class A common shares upon vesting.

On May 27, 2026, 3,301 previously granted RSUs vested and were exercised into 3,301 shares of Class A common stock, which are held indirectly through the Douglas E Downer Revocable Trust. Following these updates, indirect holdings include 2,317,764 Class A shares in the revocable trust and 1,121,270 Class A shares in the Douglas Downer Family Dynasty Trust, where E. Michael Downer serves as voting trustee.

Downer also holds 2,554 deferred incentive units, each economically equivalent to one share of Class A common stock, with payment deferred until his retirement, termination, or a change in control. The filing reflects equity awards, vesting, and updated reporting classifications rather than discretionary share purchases or sales.

Insights

Corporate governance analyst

Filing shows routine director equity awards, vesting, and updated holdings with no open‑market trading.

Director Douglas E. Downer received 5,513 new RSUs and had 3,301 earlier RSUs vest into common shares, which are held via his revocable trust. These are standard board compensation mechanisms rather than discretionary market buys or sells.

The filing also clarifies that 1,121,270 Class A shares are held in the Douglas Downer Family Dynasty Trust and that 2,554 deferred incentive units remain outstanding, each mirroring one share economically with payment deferred until retirement, termination, or a change in control. Overall, the transactions are administrative and compensation-related, so they do not materially change the investment thesis.

Insider Trade Summary

3,301 shares exercised/converted

Mixed 5 txns

Insider Downer Douglas E

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	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 5,513 shares (Direct, null); Class A Common Stock — 2,317,764 shares (Indirect, Douglas E Downer Revocable Trust); 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. E. Michael Downer is the voting trustee for the Douglas Downer Family Dynasty Trust. 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 vested and exercised: 3,301 RSUs/shares Revocable trust holdings: 2,317,764 shares +3 more

6 metrics

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

RSUs vested and exercised 3,301 RSUs/shares Vested May 27, 2026 into Class A common stock

Revocable trust holdings 2,317,764 shares Class A common stock held indirectly in revocable trust

Family Dynasty Trust holdings 1,121,270 shares Class A common stock held in Douglas Downer Family Dynasty Trust

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

Derivative exercise 3,301 shares Exercise of derivative security reported with code M

Key Terms

Restricted Stock Units, Incentive Units - Deferred, voting trustee, change in control, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Incentive Units - Deferred financial

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

voting trustee financial

"E. Michael Downer is the voting trustee for the Douglas Downer Family Dynasty Trust."

change in control financial

"Payment on such incentive units is deferred until retirement, 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.

derivative exercise/conversion financial

"Transaction code M indicates an exercise or conversion of a derivative security into Class A common stock."

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^*

Downer Douglas E

(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)	2,317,764(2)	I	Douglas E Downer Revocable Trust
Class A Common Stock								1,121,270	I	Douglas Downer Family Dynasty Trust(3)

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)	(4)	(4)	Class A Common Stock	3,301	$0	0	D
Restricted Stock Units	(1)	05/28/2026		A		5,513		(5)	(5)	Class A Common Stock	5,513	$0	5,513	D
Incentive Units - Deferred	(6)							(7)	(7)	Class A Common Stock	2,554		2,792(8)	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. E. Michael Downer is the voting trustee for the Douglas Downer Family Dynasty Trust.

4. 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.

5. 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.

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

7. 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.

8. 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 Douglas E. Downer	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 Douglas E. Downer receive in this Form 4?

Douglas E. Downer was granted 5,513 Restricted Stock Units on May 28, 2026. These RSUs vest on May 28, 2027, and will settle into an equal number of Mechanics Bancorp Class A common shares upon vesting, without requiring any cash payment from him.

Did Douglas E. Downer buy or sell Mechanics Bancorp (MCHB) shares on the open market?

The Form 4 does not show any open‑market purchases or sales. It reports a 3,301‑unit RSU vesting and exercise into Class A shares and a new grant of 5,513 RSUs, which are compensation-related equity events rather than discretionary market trades.

How many Mechanics Bancorp shares does the Douglas E Downer Revocable Trust hold after these transactions?

After the reported RSU vesting, the Douglas E Downer Revocable Trust holds 2,317,764 shares of Mechanics Bancorp Class A common stock indirectly for the reporting person. These shares include the 3,301 common shares received upon exercise of vested RSUs on May 27, 2026.

What is the Douglas Downer Family Dynasty Trust’s position in Mechanics Bancorp stock?

The Douglas Downer Family Dynasty Trust holds 1,121,270 shares of Mechanics Bancorp Class A common stock. A footnote explains that E. Michael Downer serves as voting trustee for this trust, which is reported as an indirect holding associated with the reporting person.

What are the deferred incentive units reported by Douglas E. Downer in Mechanics Bancorp?

Downer holds 2,554 deferred incentive units, each economically equal to one share of Class A common stock. Payment on these units is deferred until his retirement, termination, or a change in control, allowing value to accrue without immediate share delivery or cash settlement.

How are Mechanics Bancorp RSUs and incentive units treated for Douglas E. Downer?

Each RSU or incentive unit is the economic equivalent of one Class A share. RSUs convert into shares on vesting dates like May 27, 2026 or May 28, 2027, while incentive units remain deferred until retirement, termination, or a change in control, according to the filing’s footnotes.