Mechanics Bancorp (MCHB) EVP gains shares from equity award vesting

Rhea-AI Filing Summary

Mechanics Bancorp executive Glenn C. Shrader, EVP & General Counsel, reported several equity award transactions dated February 15, 2026. He exercised incentive units from 2022, 2023 and 2024, each unit economically equivalent to one share of Class A common stock and requiring no cash payment upon vesting.

These exercises delivered Class A shares in blocks of 2,980, 1,719 and 2,498 shares. On the same date, Shrader had 1,228, 708 and 1,029 Class A shares withheld at $15.37 per share to cover tax obligations. Footnotes state all related shares from certain grants have vested, with remaining incentive units scheduled to vest on or after 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

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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^*

Shrader Glenn C

(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 & General Counsel

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		2,980	A	(1)	13,575	D
Class A Common Stock	02/15/2026		F		1,228	D	$15.37	12,347	D
Class A Common Stock	02/15/2026		M		1,719	A	(1)	14,066	D
Class A Common Stock	02/15/2026		F		708	D	$15.37	13,358	D
Class A Common Stock	02/15/2026		M		2,498	A	(1)	15,856	D
Class A Common Stock	02/15/2026		F		1,029	D	$15.37	14,827	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 (2022)	(2)	02/15/2026		M			2,980	(3)	(3)	Class A Common Stock	2,980	$0	0	D
Incentive Units - Not Deferred (2023)	(2)	02/15/2026		M			1,719	(4)	(4)	Class A Common Stock	1,719	$0	1,720	D
Incentive Units - Not Deferred (2024)	(2)	02/15/2026		M			2,498	(5)	(5)	Class A Common Stock	2,498	$0	4,997	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. All shares have vested as of February 15, 2026.

4. The remaining incentive units vest on February 15, 2027.

5. The incentive units vest in two equal annual installments beginning February 15, 2027.

Remarks:

	/s/ Glenn C. Shrader	02/18/2026
	** 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 insider activity did Mechanics Bancorp (MCHB) report for Glenn Shrader?

Mechanics Bancorp EVP & General Counsel Glenn C. Shrader exercised multiple incentive units into Class A common stock. On the same date, a portion of the resulting shares was withheld to satisfy tax obligations, reflecting routine equity compensation activity rather than an open-market stock purchase or sale.

How many Mechanics Bancorp incentive units did Glenn Shrader exercise?

Glenn Shrader exercised incentive units tied to awards from 2022, 2023 and 2024. These exercises converted blocks of 2,980, 1,719 and 2,498 units, each economically equivalent to one share of Class A common stock, into actual shares on February 15, 2026, according to the disclosure.

Were Mechanics Bancorp shares sold by Glenn Shrader in this Form 4 filing?

The filing shows share dispositions coded as tax-withholding events, not open-market sales. Blocks of 1,228, 708 and 1,029 Class A shares were delivered at $15.37 per share to cover exercise-related tax liabilities, consistent with standard treatment of vested equity awards for executives.

What do the Mechanics Bancorp incentive unit footnotes say in this Form 4?

Footnotes state each incentive unit equals one Class A common share economically and requires no payment at vesting. They also note that certain shares were fully vested as of February 15, 2026, and remaining incentive units are scheduled to vest in installments beginning February 15, 2027.

How did Glenn Shrader’s Mechanics Bancorp Class A ownership change?

Shrader’s direct Class A ownership increased through several derivative exercises and then decreased modestly through tax-withholding dispositions. The reported balances after each step reflect these award conversions and withholdings, illustrating how equity compensation and associated taxes adjust an executive’s reported share count over time.