Form 4 for MCHB Mechanics Bancorp

Accepted 2026-02-23 00:00:00 ET · period of report 2025-09-02 · accession 0002104239-26-000004 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2026-02-23	2025-09-02	MCHB	Downer Edward Michael	Dir	A - Grant	—	+6.11M	1.16M	New	—
D	2026-02-23	2025-09-02	MCHB	Downer Edward Michael	Dir	A - Grant	—	+13.2K	13.2K	New	—
D	2026-02-23	2025-09-02	MCHB	Downer Edward Michael	Dir	A - Grant	$0.00	+2,554	2,591	+6,903%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2025-09-02	A	A	1,508,597	—	1,508,597	I E M Downer Dynasty Trust UAD 11/28/03 FBO Michael Downer	—	—	(F3) 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. (F2) 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. (F4) 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.
2	Common	Class A Common Stock	2025-09-02	A	A	1,121,270	—	1,121,270	I E. Michael Downer, Investment Manager for MJAK Holdings, LLC	—	—	(F4) 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. (F2) 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. (F5) 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.
3	Common	Class A Common Stock	2025-09-02	A	A	1,121,270	—	1,121,270	I Robert M Downer Family Dynasty Trust	—	—	(F6) 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. (F2) 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. (F7) 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.
4	Common	Class A Common Stock	2025-09-02	A	A	1,121,270	—	1,121,270	I E M Downer Family Dynasty II Trust 12/28/03	—	—	(F7) 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. (F2) 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. (F8) 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.
5	Common	Class A Common Stock	2025-09-02	A	A	79,226	—	79,226	I	—	—	(F2) 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. (F8) 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.
6	Common	Class A Common Stock	2025-09-02	A	A	13,204	—	13,204	D E. Michael Downer, Trustee of the E. Michael Downer Separate Property Trust UTD 9/22/08	—	—	(F2) 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. (F1) 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"). (F3) 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.
7	Common	Class A Common Stock	2025-09-02	A	A	1,155,382	—	1,155,382	I Douglas Downer Family Dynasty Trust	—	—	(F5) 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. (F2) 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. (F6) 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.
8	Derivative	Incentive Units - Deferred	2025-09-02	A	A	2,554	$0.00	2,591	D	— · — to —	2,554 Class A Common Stock	(F11) Includes 37 incentive units acquired on December 15, 2025 pursuant to dividend reinvestment. (F9) Each incentive unit is the economic equivalent of one share of Issuer Class A Common Stock. (F2) 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. (F10) 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.