Downer Edward Michael Form 4 Filed 2026-02-23

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Downer Edward Michael

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)

(Last)

(First)

(Middle)

1111 CIVIC DR STE 390

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

(Street)

WALNUT CREEK, CA 94596-3895

(City)

(State)

(Zip)

4. If Amendment, Date 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Units - Deferred

⁽²⁾⁽⁹⁾

09/02/2025

2,554

⁽¹⁰⁾

Class A Common Stock

2,554

$ 0

2,591⁽¹¹⁾

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.

	Signatures
	/s/ Glenn Shrader, Attorney in fact for E. Michael Downer	02/23/2026
	** Signature of Reporting Person	Date
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