05/29/2026 | Press release | Distributed by Public on 05/29/2026 17:07
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 05/27/2026 | M | 3,301(2) | (4) | (4) | Class A Common Stock | 3,301 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (1) | 05/28/2026 | A | 5,513 | (5) | (5) | Class A Common Stock | 5,513 | $ 0 | 5,513 | D | ||||
| Incentive Units - Deferred | (6) | (7) | (7) | Class A Common Stock | 2,554 | 2,792(8) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Downer Douglas E 1111 CIVIC DR STE 390 WALNUT CREEK, CA 94596-3895 |
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| /s/ Glenn Shrader, Attorney in fact for Douglas E. Downer | 05/29/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Mechanics Bancorp (the "Company") Class A common stock. RSUs do not require the holder to pay any consideration on vesting. |
| (2) | Granted but unvested RSUs were previously reported in Table I. Going forward, granted but unvested RSUs will be reported in Table II and will be reported in Table I when they vest and convert into Class A common stock. Share totals of securities beneficially owned following reported transaction(s) reported in Table I have been adjusted to reflect this change in reporting and do not include unvested RSUs. |
| (3) | E. Michael Downer is the voting trustee for the Douglas Downer Family Dynasty Trust. |
| (4) | On May 21, 2025, the Reporting Person was granted the equivalent of 3,301 of the Company's RSUs, which vest on May 27, 2026. Upon vesting, the Reporting Person will receive a number of shares of the Company's Class A common stock equal to the number of RSU's that vest on that date. |
| (5) | On May 28, 2026, the Reporting Person was granted 5,513 RSUs, which vest on May 28, 2027. Upon vesting, the Reporting Person will receive a number of shares of the Company's Class A common stock equal to the number of RSU's that vest on that date. |
| (6) | Each incentive unit is the economic equivalent of one share of Issuer Class A common stock. |
| (7) | 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. |
| (8) | Includes 73 incentive units acquired on March 19, 2026 and 128 incentive units acquired on May 28, 2026. |