Mechanics Bancorp 4 Filing

Risk Assessment

Risk Level: medium

Key Financial Figures

• $13.87 — e of the Merger, had a closing price of $13.87 per share, (ii) each MB restricted stoc

Filing Documents

• wk-form4_1774286364.html (4)
• wk-form4_1774286364.xml (4) — 12KB
• 0001518715-26-000028.txt ( ) — 14KB

From the Filing

SEC FORM 4 SEC Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) 09/02/2025 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 09/02/2025 A 2,467,764 A (1) (2) 2,467,764 I Douglas E Downer Revocable Trust Class A Common Stock 09/02/2025 A 1,121,270 A (2) (3) 1,121,270 I Douglas Downer Family Dynasty Trust (3) Class A Common Stock 10/07/2025 G 75,000 D (4) 2,392,764 I Douglas E Downer Revocable Trust Class A Common Stock 10/07/2025 G 75,000 D (5) 2,317,764 I Douglas E Downer Revocable Trust 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) (6) 09/02/2025 A 2,554 (7) (7) Class A Common Stock 2,554 $ 0 2,591 (8) D Explanation of Responses: 1. Received in exchange for an aggregate of 747 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 339 shares of MB original voting common stock in connection with the Merger. E. Michael Downer is the voting trustee for the Douglas Downer Family Dynasty Trust. 4. On October 7, 2025, the reporting person gifted 75,000 shares of the issuer's Class A common stock to his son's trust, Robert P. Downer, TTEE, Jack Y. Downer Irrevocable Tr U/A Dtd 7/23/25. The reporting person disclaims any pecuniary interest in these shares. 5. On October 7, 2025, the reporting person gifted 75,000 shares of the issuer's Class A common stock to his daughter's trust, Ro

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