Mechanics Bancorp Files 8-K on Material Agreement

TL;DR

Mechanics Bancorp signed a material definitive agreement on Dec 3rd, filed Dec 9th.

AI Summary

Mechanics Bancorp filed an 8-K on December 9, 2025, reporting a material definitive agreement entered into on December 3, 2025. The filing also includes other events and financial statements/exhibits. Mechanics Bancorp, formerly HomeStreet, Inc., is a commercial bank incorporated in Washington.

Why It Matters

This filing indicates a significant new agreement for Mechanics Bancorp, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• Mechanics Bancorp (company) — Registrant
• December 3, 2025 (date) — Date of material definitive agreement
• December 9, 2025 (date) — Filing date of 8-K
• HomeStreet, Inc. (company) — Former company name
• 001-35424 (other) — SEC File Number

FAQ

Key Financial Figures

• $130 m — ce in the Transactions is approximately $130 million, subject to adjustment for change

Filing Documents

• ef20060691_8k.htm (8-K) — 40KB
• ef20060691_ex2-1.htm (EX-2.1) — 397KB
• ef20060691_ex99-1.htm (EX-99.1) — 10KB
• 0001140361-25-045033.txt ( ) — 646KB
• mchb-20251203.xsd (EX-101.SCH) — 4KB
• mchb-20251203_lab.xml (EX-101.LAB) — 21KB
• mchb-20251203_pre.xml (EX-101.PRE) — 16KB
• ef20060691_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement On December 3, 2025, Mechanics Bank ("Mechanics Bank"), a wholly-owned subsidiary of Mechanics Bancorp (the "Company") and Fifth Third Bank, National Association ("Fifth Third"), a wholly-owned, indirect subsidiary of Fifth Third Bancorp, entered into an asset purchase agreement (the "Agreement"), pursuant to and subject to the terms and conditions of which Mechanics Bank has agreed to sell, and Fifth Third has agreed to purchase, Mechanics Bank's Fannie Mae Delegated Underwriting and Servicing ("DUS") business line (the "Transactions") for cash consideration. The aggregate purchase price in the Transactions is approximately $130 million, subject to adjustment for changes in the fair market value at closing of the DUS multifamily mortgage servicing rights being transferred in connection with the Transactions. The closing of the Transactions is subject to customary closing conditions, including (a) approval of the Transactions by Fannie Mae and other regulatory approvals to the extent applicable, (b) the absence of any order, injunction, decree or law making the Transactions illegal or otherwise preventing the consummation of the Transactions, (c) the accuracy of each party's representations and warranties as of the closing date, subject to materiality qualifications, and (d) each party's performance of its covenants under the Agreement in all material respects. The Agreement contains customary representations, warranties and covenants. The Agreement also includes customary termination provisions, including the right of either Mechanics Bank or Fifth Third to terminate the Agreement if (a) the closing of the Transactions has not occurred by December 3, 2026, (b) there is a final, non-appealable order, injunction or decree enjoining or otherwise prohibiting the consummation of the Transactions or (c) the other party has breached its representations, warranties or covenants in a way that prevents satisfaction o

01

Item 8.01. Other Events On December 9, 2025, the Company issued a press release announcing the entry into the Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Cautionary Note Regarding Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). All statements other than statements of historical facts included herein may be forward-looking statements. Generally, forward-looking statements include the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "potential," "goal," "upcoming," "outlook," "guidance" or "project" or the negation thereof, or similar expressions. The Company does not assume any obligation or undertake to update any forward-looking statements after the date of this release as a result of new information, future events or developments, except as required by federal securities or other applicable laws, although the Company may do so from time to time. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. We caution readers that such forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the Company's forward-looking statements, including with respect to the Transactions. These risks, uncertainties and other factors include macroeconomic pressures and general uncertainty regarding the overall future economic environment, the timing, receipt and terms and conditions of any required regulatory and other consents and approvals for the Transactions that could delay, result in the termination of or result in changes to the terms of the Transactions, the occurrence of any other event, change or other circumstances that c

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Asset Purchase Agreement, by and between Mechanics Bank and Fifth Third Bank, National Association, dated as of December 3, 2025.* 99.1 Press Release of Mechanics Bancorp, dated as of December 9, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL document). *Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon its request. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MECHANICS BANCORP By: /s/ Nathan Duda Name: Nathan Duda Title: Executive Vice President and Chief Financial Officer Date: December 9, 2025

View Full Filing

View this 8-K filing on SEC EDGAR