Merger grants boost Mechanics Bancorp (HMST) director Downer’s share holdings

Rhea-AI Filing Summary

Mechanics Bancorp director Edward Michael Downer reported several share acquisitions linked to the merger of HomeStreet Bank’s subsidiary with Mechanics Bank. He received 2,554 incentive units at no cash cost, each economically equivalent to one share of Class A common stock, with payment deferred until retirement, termination, or a change in control.

He also reported grants of Class A common stock, both directly and through multiple trusts and MJAK Holdings, LLC, in exchange for Mechanics Bank voting common shares under the merger terms. Indirect holdings are attributed to entities where he serves as trustee, voting trustee, or investment manager.

Insights

Equity compensation and insider-ownership analyst

Director reports large, no-cash-share awards from merger conversion.

Edward Michael Downer, a director of Mechanics Bancorp, reported multiple acquisitions of Class A common stock and incentive units, all at a reported price of $0.00 per share. These positions arose from the agreed conversion of Mechanics Bank equity into issuer securities in the merger.

Many shares are held indirectly through several trusts and MJAK Holdings, LLC, where he serves as trustee, voting trustee, or investment manager, indicating significant associated voting influence. The incentive units match one share each and have payout deferred until retirement, termination, or a change in control of the issuer, so their ultimate value depends on future company performance and events.

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
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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 Edward Michael

(Last) (First) (Middle)

1111 CIVIC DR STE 390

(Street)

WALNUT CREEK CA 94596-3895

(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
Class A Common Stock	09/02/2025		A		1,508,597	A	(2)(3)	1,508,597	I	E. Michael Downer, Trustee of the E. Michael Downer Separate Property Trust UTD 9/22/08(3)
Class A Common Stock	09/02/2025		A		1,121,270	A	(2)(4)	1,121,270	I	E M Downer Dynasty Trust UAD 11/28/03 FBO Michael Downer(4)
Class A Common Stock	09/02/2025		A		1,155,382	A	(2)(5)	1,155,382	I	E. Michael Downer, Investment Manager for MJAK Holdings, LLC(5)
Class A Common Stock	09/02/2025		A		1,121,270	A	(2)(6)	1,121,270	I	Douglas Downer Family Dynasty Trust(6)
Class A Common Stock	09/02/2025		A		1,121,270	A	(2)(7)	1,121,270	I	Robert M Downer Family Dynasty Trust(7)
Class A Common Stock	09/02/2025		A		79,226	A	(2)(8)	79,226	I	E M Downer Family Dynasty II Trust 12/28/03(8)

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)(9)	09/02/2025		A		2,554		(10)	(10)	Class A Common Stock	2,554	$0	2,591(11)	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. Received in exchange of 456 shares of MB original voting common stock in connection with the Merger. The Reporting Person is Trustee of the E. Michael Downer Separate Property Trust UTD 9/22/08.

4. Received in exchange of 339 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the investment manager and beneficiary of the E M Downer Dynasty Trust UAD 11/28/03.

5. Received in exchange of 349 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the Investment Manager of MJAK Holdings, LLC and has the power to direct the voting of such shares.

6. Received in exchange of 339 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the voting trustee for the Douglas Downer Family Dynasty Trust.

7. Received in exchange of 339 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the voting trustee for the Robert M Downer Family Dynasty Trust.

8. Received in exchange of 23 shares of MB original voting common stock in connection with the Merger. The Reporting Person is the voting trustee for the E M Downer Family Dynasty II Trust dated 12/28/03.

9. Each incentive unit is the economic equivalent of one share of Issuer Class A Common Stock.

10. 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.

11. Includes 37 incentive units acquired on December 15, 2025 pursuant to dividend reinvestment.

Remarks:

	/s/ Glenn Shrader, Attorney in fact for E. Michael Downer	02/23/2026
	** 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).
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FAQ

What insider transactions did Mechanics Bancorp (HMST) report for Edward Michael Downer?

The filing shows Edward Michael Downer acquired Class A common stock and incentive units at a stated price of $0.00 per share. These positions resulted from converting Mechanics Bank equity into issuer securities under the merger agreement, rather than from open-market purchases or sales.

How many incentive units did Edward Michael Downer receive in the Mechanics Bancorp (HMST) filing?

Edward Michael Downer received 2,554 incentive units labeled as deferred. Footnotes state each incentive unit is economically equivalent to one share of Mechanics Bancorp Class A common stock, and payment is deferred until his retirement, termination, or a change in control of the issuer.

Were Edward Michael Downer’s Mechanics Bancorp (HMST) shares acquired through a merger?

Yes. The filing explains his reported Mechanics Bancorp Class A common stock was received in exchange for Mechanics Bank voting common stock and restricted stock units. This occurred as consideration in the merger involving HomeStreet Bank’s subsidiary and Mechanics Bank, with Mechanics Bank surviving as a wholly owned subsidiary.

How are Edward Michael Downer’s indirect Mechanics Bancorp (HMST) holdings structured?

Many reported Class A shares are held indirectly through several trusts and MJAK Holdings, LLC. The filing notes Downer acts as trustee, voting trustee, or investment manager for these entities, giving him authority to direct voting or manage investments over those Mechanics Bancorp holdings.

Did Edward Michael Downer pay cash for the Mechanics Bancorp (HMST) shares and units?

No cash price is indicated for these transactions; the reported per-share price is $0.00. The shares and incentive units were received as merger consideration and equity-based awards, not as open-market purchases involving a cash outlay by the reporting person.

When will Edward Michael Downer’s Mechanics Bancorp (HMST) incentive units be paid out?

The filing states payment on the incentive units is deferred until the earlier of his retirement or termination, or a change in control of Mechanics Bancorp. This means the economic benefit is contingent on future employment status or a qualifying corporate control event.