Mechanics Bancorp

11/06/2026 | Press release | Distributed by Public on 11/06/2026 14:50

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and related notes appearing elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report on Form 10-K") filed with the SEC. This Quarterly Report contains forward-looking statements that involve risks and uncertainties, including those described in the section entitled "Cautionary Note Regarding Forward-Looking Statements." There are a number of important risks and uncertainties that could cause our actual results to differ materially from those discussed in these forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in our other disclosures and filings.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including information incorporated by reference herein, contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements, other than statements of historical fact, contained or incorporated by reference in this Quarterly Report, including statements regarding our plans, objectives, expectations, strategies, beliefs, or future performance or events, are forward-looking statements. Generally, forward-looking statements include the words "anticipate," "believe," "could," "estimate," "expect," "intend," "look," "may," "optimistic," "plan," "potential," "projection," "should," "will," and "would" and similar expressions (or the negative of these terms), although not all forward-looking statements contain these identifying words. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that could cause actual results to differ materially from any results, performance or events expressed or implied by such forward-looking statements.
We caution readers that actual results may differ materially from those expressed in or implied by the Company's forward-looking statements. Factors that could affect the Company's future results from those expressed or implied in any forward-looking statements include, but are not limited to:
•substantial non-recurring and integration costs, which may be greater than anticipated due to unexpected events;
•failure to realize the anticipated benefits of the Merger;
•our ability to effectively manage our expanded operations;
•negative developments and events impacting the financial services industry;
•the soundness of other financial institutions;
•our ability to maintain sufficient liquidity, or an increase in the cost of liquidity;
•unpredictable economic, market and business conditions;
•interest rate risk, and fluctuations in interest rates;
•inflationary pressures and rising prices;
•adverse changes in real estate market values;
•the impact of climate change, including indirectly through impacts on our customers;
•the adequacy of our allowances for credit losses for loans and debt securities;
•incurring losses in our loan portfolio despite strict adherence to our underwriting practices;
•fluctuations in our mortgage origination business based upon seasonal and other factors;
•our geographic concentration, which may magnify the adverse effects and consequences of any regional or local economic downturn;
•the accuracy of independent appraisals to determine the value of the real estate that secures a substantial portion of our loans;
•the ability of our small- to medium-sized borrowers to weather adverse business developments;
•our ability to fully identify and mitigate exposure to the various risks that we face, including interest rate, credit, liquidity and market risk;
•negative publicity regarding us, or financial institutions in general;
•environmental liability risk associated with our lending activities;
•our ability to manage risks associated with new lines of business, products, product enhancements and services;
•our ability to adapt our services to changes in the marketplace related to mortgage servicing or origination, technology or in changes in the requirements of governmental authorities and customers;
•our ability to develop, implement and maintain an effective system of internal control over financial reporting;
•the potential that we may identify material weaknesses in our internal control over financial reporting in the future, which may result in material misstatements of our financial statements;
•the potential that we may write off goodwill and other intangible assets resulting from business combinations;
•dependence on our management team;
•exposure to fraudulent and negligent acts by our customers and the parties they do business with, as well as from employees, contractors and vendors;
•legal claims and litigation, including potential securities law liabilities;
•employee class action lawsuits or other legal proceedings;
•our ability to raise additional capital, if needed;
•competition from other financial institutions and financial service companies;
•regulatory restrictions that may delay, impede or prohibit our ability to consider certain acquisitions and opportunities;
•extensive supervision and regulation that could restrict our activities and impose financial requirements or limitations on the conduct of our business and limit our ability to generate income;
•our ability to comply with stringent capital requirements;
•the impact of federal and state regulators' examination of our business;
•our ability to comply with the Bank Secrecy Act and other anti-money laundering statutes and regulations;
•our reliance on dividends from Mechanics Bank;
•our ability to raise debt or capital to pay off our debts upon maturity;
•our level of indebtedness following the completion of the Merger;
•increasing and continually evolving cybersecurity and other technological risks;
•our ability to adapt to rapid technological change;
•our ability to effectively implement new technological solutions or enhancements to existing systems or platforms;
•our ability to manage risks and challenges relating to the development and use of artificial intelligence;
•our dependence on our computer and communications systems;
•our ability to effectively manage and aggregate data;
•Ford Financial Funds and their controlled affiliates control approximately 77% of the voting power of Mechanics Bancorp, and have the ability to elect all of our directors and control most other matters submitted to our shareholders for approval;
•we are a "controlled company" within the meaning of the rules of Nasdaq and, as a result, we qualify for, and rely on, exemptions from certain corporate governance standards;
•future sales of shares by existing shareholders could cause our stock price to decline;
•our reliance on certain entities affiliated with the Ford Financial Funds for services;
•reduced disclosure requirements as a smaller reporting company; and
•certain of our shareholders have registration rights, the exercise of which could adversely affect the trading price of our common stock.
A discussion of the factors, risks and uncertainties that could affect our financial results, business goals and operational and financial objectives is also contained in Item 1A "Risk Factors" included in our 2025 Annual Report on Form 10-K, filed with the SEC. We strongly recommend readers review those disclosures in conjunction with the discussions herein. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and should not be relied upon as a prediction of actual results or future events.
Forward-looking statements in this Quarterly Report are based on management's expectations at the time such statements are made and speak only as of the date made. We do not assume any obligation or undertake to update any forward-looking statements after the date of this Quarterly Report as a result of new information, future events or developments, except as required by federal securities or other applicable laws, although we may do so from time to time.
All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and factors that we currently deem immaterial may become material, and it is impossible for us to predict these events or how they may affect us.
Overview
Mechanics Bancorp is a financial holding company and primarily operates through 121-year-old Mechanics Bank, a full-service community bank with 166 branches throughout California, Washington, Oregon and Hawaii. Following the strategic Merger of HomeStreet Bank with and into Mechanics Bank on September 2, 2025, with Mechanics Bank surviving the Merger as a wholly owned subsidiary of the Company, the assets, liabilities and operations of HomeStreet Bank became the assets, liabilities and operations of Mechanics Bank. Headquartered in Walnut Creek, California, Mechanics Bank provides a wide range of products and services in consumer and business banking, commercial lending, cash management services, private banking, and comprehensive wealth management and trust services.
General
The Company's management's discussion and analysis of results of operations and financial condition ("MD&A") is intended to assist the reader in understanding and assessing significant changes and trends related to the results of operations and financial condition of the Company. This discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying footnotes in this Quarterly Report on Form 10-Q.
Recent Developments
Presentation of Results - HomeStreet Bank Merger
On September 2, 2025, we completed the Merger of HomeStreet Bank, the wholly-owned subsidiary of Mechanics Bancorp (formerly known as "HomeStreet, Inc.") with and into Mechanics Bank, with Mechanics Bank as the surviving bank. Mechanics Bank is the accounting acquirer ("legal acquiree"), HomeStreet Bank is the accounting acquiree and Mechanics Bancorp is the legal acquirer. In this Quarterly Report on Form 10-Q, our financial results for all periods ended prior to September 2, 2025 reflect Mechanics Bank's results on a standalone basis until the closing of the Merger on September 2, 2025 and results of the combined company beginning September 2, 2025. The number of shares issued and outstanding, earnings per share, and all references to share quantities or metrics of Mechanics Bancorp have been retrospectively restated to reflect the equivalent number of shares issued in the Merger since the Merger was accounted for as a reverse acquisition. As the accounting acquirer, Mechanics Bank remeasured the identifiable assets acquired and liabilities assumed in the Merger as of September 2, 2025 at their acquisition date fair values.
Unless we state otherwise or the context otherwise requires, references in this Quarterly Report on Form 10-Q to "Mechanics," "we," "our," "us" or the "Company" refer collectively to Mechanics Bancorp, Mechanics Bank (the "Bank") and other direct and indirect subsidiaries of Mechanics Bancorp, following completion of the Merger. In some instances, we refer to Mechanics Bank prior to the effective time of the Merger as "legacy Mechanics Bank," HomeStreet Bank prior to the effective time of the Merger as "legacy HomeStreet Bank," and HomeStreet, Inc. prior to the effective time of the Merger as "legacy HomeStreet, Inc."
Asset Sales
On May 1, 2026, Mechanics Bank completed the previously announced sale of its DUS business line to Fifth Third and on September 16, 2026, completed the sale of the substantial majority of its remaining performing indirect auto loans. Refer to discussions in Note 1, "Summary of Significant Accounting Policies-DUS Business Line Sale and -Auto Loans Sale."
In addition, in July 2026, as discussed in Note 3, "Debt Securities," the Company completed a balance sheet restructuring by selling low-yielding AFS securities and reinvesting in MBS at then current market rates.
Critical Accounting Estimates
The following discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements and the notes thereto, which have been prepared in accordance with GAAP and accounting practices in the banking industry. Certain of those accounting policies are considered critical accounting policies because they require us to make estimates and assumptions regarding circumstances or trends that could materially affect the value of those assets, such as economic conditions or trends that could impact our ability to fully collect our loans or ultimately realize the carrying value of certain of our other assets. Those estimates and assumptions are made based on current information available to us regarding those economic conditions or trends or other circumstances. If changes were to occur in the events, trends or other circumstances on which our estimates or assumptions were based, these changes could have a
material adverse effect on the carrying value of assets and liabilities and on our results of operations. As a result of the Merger, the Company updated critical accounting estimates. Management believes the ACL policy and estimate, the valuation of single family MSRs and business combinations estimates are important to the portrayal of the Company's financial condition and results of operations and requires difficult, subjective, or complex judgments and, therefore, management considers them to be critical accounting estimates. There have been no material changes in the methodology of these estimates during the quarter and nine months ended September 30, 2026.
Our critical accounting policies and estimates are described in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2025 Annual Report on Form 10-K.
Summary Financial Data
Quarter Ended Nine Months Ended
(dollars in thousands, except per share amounts) September 30,
2026
June 30,
2026
September 30,
2026
September 30,
2025
Select income statement data:
Net interest income $ 174,902 $ 177,172 $ 531,119 $ 402,736
Provision (reversal of provision) for credit losses on loans (14,681) (904) (7,992) 22,411
Provision (reversal of provision) for credit losses on unfunded lending commitments (503) (1,863) (2,192) 329
Noninterest income (loss) (13,434) 23,796 31,382 144,384
Noninterest expense 114,193 124,473 369,093 340,047
Income before income tax expense 62,459 79,262 203,592 184,333
Net income 45,992 57,701 147,783 154,552
Basic earnings per share:
Class A common stock $ 0.20 $ 0.25 $ 0.64 $ 0.72
Class B common stock $ 1.99 $ 2.51 $ 6.41 $ 7.22
Diluted earnings per share:
Class A common stock $ 0.20 $ 0.25 $ 0.64 $ 0.72
Class B common stock $ 1.99 $ 2.51 $ 6.41 $ 7.22
Basic weighted-average shares outstanding:
Class A common stock 221,182,860 221,148,246 221,126,798 203,012,384
Class B common stock 1,114,448 1,114,448 1,114,448 1,114,448
Diluted weighted-average shares outstanding:
Class A common stock 221,502,583 221,338,344 221,348,568 203,075,003
Class B common stock 1,114,448 1,114,448 1,114,448 1,114,448
Cash dividends declared per share:
Class A common stock $ 0.25 $ 0.70 $ 1.35 $ -
Class B common stock $ 2.50 $ 7.00 $ 13.50 $ -
Select performance ratios:
Return on average equity (1)
6.86 % 8.48 % 7.19 % 8.53 %
Return on average tangible equity (1),(2)
11.75 % 14.42 % 12.41 % 14.11 %
Return on average assets (1)
0.86 % 1.09 % 0.92 % 1.20 %
Efficiency ratio 70.7 % 61.9 % 65.6 % 62.2 %
Efficiency ratio (non-GAAP) (2)
66.4 % 58.4 % 61.8 % 60.4 %
Net interest margin (1)
3.55 % 3.62 % 3.59 % 3.40 %
(1)Ratios are annualized.
(2)Return on average tangible equity, efficiency ratio (excluding the impact of intangibles amortization), tangible book value per share, and tangible common equity ratio are non-GAAP financial measures. For a reconciliation of these measures to the comparable GAAP financial measure or the computation of the measure, see "Non-GAAP Financial Measures and Reconciliations."
As of
(dollars in thousands, except per share amounts) September 30, 2026 December 31, 2025
Selected balance sheet data:
Loans held for sale $ 7,737 $ 5,967
Loans held for investment 13,012,998 14,176,936
Allowance for credit losses on loans (133,621) (153,319)
Investment securities 5,597,836 5,379,535
Total assets 20,944,704 22,351,475
Deposits 18,019,474 19,024,997
Long-term debt 131,992 192,014
Total shareholders' equity 2,567,486 2,862,375
Other data:
Book value per share $ 11.59 $ 12.93
Tangible book value per share (2)
$ 7.05 $ 7.81
Common equity ratio 12.26 % 12.81 %
Tangible common equity ratio (2)
8.16 % 8.48 %
Loans to deposits ratio 72.22 % 74.52 %
Full time equivalent employees 1,768 1,921
Credit quality:
Nonaccrual loans $ 49,014 $ 42,863
Nonperforming assets to total assets 0.28 % 0.23 %
ACL to total loans 1.03 % 1.08 %
ACL to nonaccrual loans
272.62 % 357.70 %
Nonaccrual loans to total loans 0.38 % 0.30 %
Nonperforming assets $ 59,664 $ 51,796
Regulatory capital ratios:
Mechanics Bancorp:
Tier 1 leverage capital 8.74 % 8.65 %
Common equity Tier 1 capital 14.73 % 14.09 %
Tier 1 risk-based capital 14.73 % 14.09 %
Total risk based capital 16.98 % 16.27 %
Mechanics Bank:
Tier 1 leverage capital 9.37 % 9.58 %
Common equity Tier 1 capital 15.81 % 15.59 %
Tier 1 risk-based capital 15.81 % 15.59 %
Total risk based capital 16.96 % 16.81 %
(1)Ratios are annualized.
(2)Return on average tangible equity, efficiency ratio (excluding the impact of intangibles amortization), tangible book value per share, and tangible common equity ratio are non-GAAP financial measures. For a reconciliation of these measures to the comparable GAAP financial measure or the computation of the measure, see "Non-GAAP Financial Measures and Reconciliations."
Management's Overview of Financial Performance
Third Quarter of 2026 Compared to the Second Quarter of 2026
General: Our net income and income before taxes were $46.0 million and $62.5 million, respectively, for the third quarter of 2026 as compared to net income and net income before taxes of $57.7 million and $79.3 million, respectively, for the second quarter of 2026. The $16.8 million decrease in income before taxes compared to the second quarter of 2026 was primarily due to a decrease in noninterest income due to losses on the sales of auto loans and AFS securities during the quarter. In addition, the third quarter included a reversal of provision for credit losses of $15.2 million, which was primarily driven by decreases in expected losses on our multifamily and CRE investor loans, corresponding decreases in qualitative factors and the auto loan portfolio sale.
Income Taxes: Our effective tax rate during the third quarter of 2026 was 26.4% as compared to 27.2% in the second quarter of 2026 and our federal statutory rate was 21.0%. The effective tax rate decreased compared to the prior quarter as a result of tax benefits related to stock awards that vested in the third quarter.
Net Interest Income: The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income from interest-earning assets and the resultant average yields on those assets; (ii) the total dollar amount of interest expense and the average rate of interest on our interest-bearing liabilities; (iii) net interest income; (iv) net interest rate spread; and (v) net interest margin. The average yields and rates are based on annualized interest income or expense for the periods presented.
Quarter Ended
September 30, 2026 June 30, 2026
(dollars in thousands) Average
Balance
Interest
Average
Yield/Cost (1)
Average
Balance
Interest
Average
Yield/Cost (1)
Assets:
Interest-earning assets:
Cash and cash equivalents $ 428,244 $ 3,277 3.04 % $ 459,729 $ 3,520 3.07 %
Investment securities 5,517,088 58,481 4.21 % 5,355,011 53,062 3.97 %
Loans (2)
13,430,196 175,387 5.18 % 13,694,264 178,170 5.22 %
FHLB stock and other investments 147,964 2,011 5.39 % 147,538 3,190 8.67 %
Total interest-earning assets 19,523,492 239,156 4.86 % 19,656,542 237,942 4.86 %
Noninterest-earning assets 1,638,586 1,661,711
Total assets $ 21,162,078 $ 21,318,253
Liabilities and shareholders' equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand deposits $ 1,625,027 $ 1,700 0.42 % $ 1,707,751 $ 1,839 0.43 %
Money market and savings 8,222,792 46,796 2.26 % 7,900,995 42,287 2.15 %
Certificates of deposit 1,897,016 11,993 2.51 % 2,036,264 12,418 2.45 %
Total 11,744,835 60,489 2.04 % 11,645,010 56,544 1.95 %
Borrowings:
Borrowings 49,787 477 3.81 % 114,121 1,055 3.71 %
Long-term debt 130,958 3,288 9.96 % 129,369 3,171 9.83 %
Total interest-bearing liabilities 11,925,580 64,254 2.14 % 11,888,500 60,770 2.05 %
Noninterest-bearing liabilities:
Demand deposits (3)
6,321,146 6,440,279
Other liabilities 253,723 260,515
Total liabilities 18,500,449 18,589,294
Shareholders' equity 2,661,629 2,728,959
Total liabilities and shareholders' equity $ 21,162,078 $ 21,318,253
Net interest income
$ 174,902 $ 177,172
Net interest spread 2.72 % 2.81 %
Net interest margin 3.55 % 3.62 %
(1)Ratios are annualized.
(2)Includes loans held for sale.
(3)Cost of all deposits, including noninterest-bearing deposits, was 1.33% and 1.25% for the quarters ended September 30, 2026 and June 30, 2026, respectively.
Net interest income in the third quarter of 2026 was $2.3 million lower than the second quarter of 2026 primarily as a result of higher deposit costs and a $133.1 million decrease in average interest earning assets. Mechanics' net interest margin decreased from 3.62% to 3.55% primarily due to higher deposit costs, partially offset by higher investment securities interest income from the partial quarter benefit of the AFS securities restructuring. Dividends and interest income from FHLB stock and other investments in the third quarter of 2026 was also $1.2 million lower than the second quarter of 2026, which also contributed to the reduction in net interest margin.
Provision for Credit Losses: The reversal of provision for credit losses in the third quarter of 2026, which consists of the provision for loans and unfunded commitments, was $15.2 million, compared to a reversal of provision of $2.8 million for the second quarter of 2026. The reversal of provision for the third quarter was primarily driven by decreases in expected losses on our multifamily and CRE investor loans, corresponding decreases in qualitative factors and the auto loan portfolio sale.
Noninterest Income (Loss): The following table presents the components of noninterest income (loss):
Quarter Ended
(in thousands) September 30, 2026 June 30, 2026
Noninterest income (loss)
Service charges on deposit accounts $ 6,320 $ 6,027
Trust fees and commissions 3,406 3,476
ATM network fee income 3,558 4,109
Loan servicing income 1,660 1,582
Net gain (loss) on sales of loans (9,843) 2,477
Net gain (loss) on sales and calls of investment securities (32,269) 31
Income from bank-owned life insurance 1,723 1,327
Bargain purchase gain 2,871 -
Other 9,140 4,767
Total noninterest income (loss) $ (13,434) $ 23,796
Loan servicing income, a component of noninterest income, consisted of the following:
Quarter Ended
(in thousands) September 30, 2026 June 30, 2026
Single family servicing income, net:
Servicing fees and other $ 2,824 $ 2,830
Changes in fair value of single family MSRs - other (1)
(1,230) (1,482)
Net 1,594 1,348
Risk management, single family MSRs:
Changes in fair value due to assumptions (2)
2,937 646
Net gain (loss) from economic hedging (3)
(2,927) (484)
Subtotal 10 162
Single family servicing income 1,604 1,510
Commercial loan servicing income:
Servicing fees and other 91 843
Amortization of capitalized MSRs (35) (771)
Subtotal 56 72
Total loan servicing income $ 1,660 $ 1,582
(1)Represents changes due to collection/realization of expected cash flows and curtailments.
(2)Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
(3)Comprised of net gains on derivatives used as economic hedges of single family MSRs, and net gains on U.S. Treasury notes trading securities used for hedging purposes.
Noninterest income (loss) in the third quarter of 2026 decreased $37.2 million from the second quarter of 2026 primarily due to the losses on the sales of auto loans and AFS securities during the quarter, partially offset by the increase in other noninterest income from a gain on other equity investments. In addition, noninterest income decreased in the third quarter of 2026 relative to the second quarter of 2026 due to the gain on sale of the Fannie Mae DUS business line in other noninterest income and a mortgage servicing rights valuation adjustment in net gain (loss) on sales of loans in the prior quarter.
Noninterest Expense: The following table presents the components of noninterest expense:
Quarter Ended
(in thousands) September 30, 2026 June 30, 2026
Noninterest expense
Salaries and employee benefits $ 60,319 $ 63,090
Occupancy 12,090 11,851
Equipment 8,501 8,724
Professional services 6,605 7,435
FDIC assessments and regulatory fees 2,932 2,990
Amortization of intangible assets 6,969 7,207
Data processing 2,966 2,468
Loan related 2,697 3,616
Marketing and advertising 798 696
Other real estate owned related 25 47
Acquisition and integration costs 559 5,923
Other 9,732 10,426
Total noninterest expense $ 114,193 $ 124,473
Noninterest expense decreased $10.3 million in the third quarter of 2026 compared to the second quarter of 2026, primarily due to lower acquisition and integration related costs and lower salaries and employee benefits expense due to headcount reductions as a result of continued integration following the Merger.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
General: Our net income and income before taxes were $147.8 million and $203.6 million, respectively, for the nine months ended September 30, 2026 as compared to net income and net income before taxes of $154.6 million and $184.3 million, respectively, for the nine months ended September 30, 2025. The $19.3 million increase in income before taxes compared to the nine months ended September 30, 2025 was primarily due to an increase in net interest income from the Merger and a decrease in provision for credit losses driven primarily by the auto portfolio sale, lower qualitative adjustments, lower balances and lower unfunded commitments reserves. The increase in income before taxes was partially offset by decreases in noninterest income due to losses on the sales of auto loans and AFS securities during 2026 and the bargain purchase gain from the Merger recognized in 2025 and increases in noninterest expense from the Merger.
Income Taxes: Our effective tax rate for the nine months ended September 30, 2026 was 27.4% as compared to 16.2% for the nine months ended September 30, 2025 and our federal statutory rate was 21.0%. The effective tax rate increased compared to the nine months ended September 30, 2025 as a result of a non-taxable $90.4 million bargain purchase gain from the Merger in 2025 and a $1.7 million remeasurement of deferred tax assets in 2026.
Net Interest Income: The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income from interest-earning assets and the resultant average yields on those assets; (ii) the total dollar amount of interest expense and the average rate of interest on our interest-bearing liabilities; (iii) net interest income; (iv) net interest rate spread; and (v) net interest margin. The average yields and rates are based on annualized interest income or expense for the periods presented.
Nine Months Ended
September 30, 2026 September 30, 2025
(dollars in thousands) Average
Balance
Interest
Average
Yield/Cost (1)
Average
Balance
Interest
Average
Yield/Cost (1)
Assets:
Interest-earning assets:
Cash and cash equivalents $ 478,812 $ 10,958 3.06 % $ 1,329,525 $ 41,713 4.19 %
Investment securities 5,432,936 164,617 4.05 % 4,455,585 129,864 3.90 %
Loans (2)
13,706,945 534,747 5.22 % 9,935,183 378,164 5.09 %
FHLB stock and other investments 147,430 8,712 7.90 % 108,261 5,368 6.63 %
Total interest-earning assets
19,766,123 719,034 4.86 % 15,828,554 555,109 4.69 %
Noninterest-earning assets 1,665,769 1,338,126
Total assets $ 21,431,892 $ 17,166,680
Liabilities and shareholders' equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand deposits $ 1,711,776 $ 5,715 0.45 % $ 1,409,713 $ 3,539 0.34 %
Money market and savings 7,956,680 128,143 2.15 % 6,330,840 121,478 2.57 %
Certificates of deposit 2,133,126 41,498 2.60 % 1,222,456 25,634 2.80 %
Total 11,801,582 175,356 1.99 % 8,963,009 150,651 2.25 %
Borrowings:
Borrowings 62,950 1,760 3.74 % 3,691 124 4.48 %
Long-term debt 143,625 10,799 10.05 % 21,242 1,598 10.06 %
Total interest-bearing liabilities 12,008,157 187,915 2.09 % 8,987,942 152,373 2.27 %
Noninterest-bearing liabilities:
Demand deposits (3)
6,402,707 5,541,719
Other liabilities 271,396 215,971
Total liabilities 18,682,260 14,745,632
Shareholders' equity 2,749,632 2,421,048
Total liabilities and shareholders' equity $ 21,431,892 $ 17,166,680
Net interest income
$ 531,119 $ 402,736
Net interest spread
2.77 % 2.42 %
Net interest margin
3.59 % 3.40 %
(1)Ratios are annualized.
(2)Includes loans held for sale.
(3)Cost of all deposits, including noninterest-bearing deposits, was 1.29% and 1.39% for the nine months ended September 30, 2026 and 2025, respectively.
Net interest income for the nine months ended September 30, 2026 increased $128.4 million as compared to the nine months ended September 30, 2025 due primarily to an increase of $3.9 billion in average interest-earning assets, as well as an increase in net interest margin from 3.40% in the nine months ended September 30, 2025 to 3.59% in the nine months ended September 30, 2026 as a result of the Merger.
Provision for Credit Losses: The reversal of provision for credit losses was $10.2 million for the nine months ended September 30, 2026, compared to a provision of $22.7 million for the nine months ended September 30, 2025. The decrease in provision for the nine months ended September 30, 2026 was driven primarily by the auto portfolio sale, lower qualitative adjustments, lower balances and lower unfunded commitments reserves.
Noninterest Income: The following table presents the components of noninterest income:
Nine Months Ended September 30,
(in thousands) 2026 2025
Noninterest income
Service charges on deposit accounts $ 18,390 $ 16,861
Trust fees and commissions 9,952 9,452
ATM network fee income 11,571 9,353
Loan servicing income 5,169 1,025
Net gain (loss) on sales of loans (6,223) 659
Net gain (loss) on sales and calls of investment securities (32,186) 4,292
Income from bank-owned life insurance 4,215 3,149
Bargain purchase gain 2,871 90,363
Other 17,623 9,230
Total noninterest income $ 31,382 $ 144,384
Loan servicing income, a component of noninterest income, consisted of the following:
Nine Months Ended September 30,
(in thousands) 2026 2025
Single family servicing income, net:
Servicing fees and other $ 8,552 $ 1,298
Changes in fair value of single family MSRs - other (1)
(4,154) (618)
Net 4,398 680
Risk management, single family MSRs:
Changes in fair value due to assumptions (2)
4,285 (167)
Net gain (loss) from economic hedging (3)
(4,297) 177
Subtotal (12) 10
Single family servicing income 4,386 690
Commercial loan servicing income:
Servicing fees and other 3,227 920
Amortization of capitalized MSRs (2,444) (585)
Subtotal 783 335
Total loan servicing income $ 5,169 $ 1,025
(1)Represents changes due to collection/realization of expected cash flows and curtailments.
(2)Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
(3)Comprised of net gains on derivatives used as economic hedges of single family MSRs, and net gains on U.S. Treasury notes trading securities used for hedging purposes.
Noninterest income for the nine months ended September 30, 2026 decreased $113.0 million from the nine months ended September 30, 2025 primarily due to the losses on the sales of auto loans and AFS securities during 2026 and the bargain purchase gain from the Merger recognized in 2025. The decrease was partially offset by an increase in noninterest income that resulted from a gain on other equity investments and gain on sale of the DUS business line in other noninterest income and a mortgage servicing rights valuation adjustment in net gain (loss) on sales of loans in 2026.
Noninterest Expense consisted of the following:
Nine Months Ended September 30,
(in thousands) 2026 2025
Noninterest expense
Salaries and employee benefits $ 191,959 $ 150,753
Occupancy 36,370 25,875
Equipment 26,840 19,445
Professional services 20,111 16,383
FDIC assessments and regulatory fees 8,912 7,148
Amortization of intangible assets 21,398 9,655
Data processing 9,307 6,865
Loan related 9,819 9,236
Marketing and advertising 2,401 2,008
Other real estate owned related 456 2,685
Acquisition and integration costs 11,276 69,858
Other 30,244 20,136
Total noninterest expense $ 369,093 $ 340,047
Noninterest expense increased $29.0 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily due to higher salaries and employee benefits expense, occupancy costs, equipment expense, and amortization of intangibles, partially offset by lower acquisition and integration related costs from the Merger.
Financial Condition September 30, 2026 compared to December 31, 2025
During the nine months ended September 30, 2026, total assets decreased $1.4 billion, total liabilities decreased $1.1 billion and shareholders' equity decreased $294.9 million.
Investment Securities
Trading securities totaled $46.1 million and $49.5 million at September 30, 2026 and December 31, 2025, respectively. Securities available-for-sale increased by $298.9 million during the nine months ended September 30, 2026 to $4.3 billion at September 30, 2026, primarily due to purchases of agency MBS, partially offset by sales, paydowns and declines in fair values. During the third quarter of 2026, the Company performed a restructuring of the balance sheet through the sale of low-yielding AFS securities and reinvestment in MBS at then current market rates. Securities held-to-maturity decreased by $77.1 million in the nine months ended September 30, 2026, due to paydowns, and totaled $1.3 billion at September 30, 2026.
Loans
Total loans at September 30, 2026 were $13.0 billion, a decrease of $1.2 billion from $14.2 billion at December 31, 2025, due primarily to the sale of auto loans and loan repayments, partially offset by originations and advances.
Deposits
Total deposits decreased by $1.0 billion during the nine months ended September 30, 2026 to $18.0 billion at September 30, 2026, due primarily to runoff of certificates of deposit, as well as a decrease in core deposits.
Noninterest-bearing demand deposits totaled $6.3 billion and represented 35% of total deposits at September 30, 2026, compared to $6.7 billion, or 35% of total deposits, at December 31, 2025.
Insured deposits of $10.4 billion represented 58% of total deposits at September 30, 2026, compared to insured deposits of $12.2 billion, or 64% of total deposits at December 31, 2025.
Borrowings and Long-Term Debt
There were no outstanding borrowings at both September 30, 2026 and December 31, 2025.
Total long-term debt was $132.0 million at September 30, 2026, compared to $192.0 million at December 31, 2025. The decrease in the nine months ended September 30, 2026 was due to the redemption of the $65.0 million Senior Notes on March 1, 2026.
Equity
During the nine months ended September 30, 2026, total shareholders' equity decreased by $294.9 million to $2.6 billion and tangible common equity (1) decreased by $173.3 million to $1.6 billion. The decrease in total shareholders' equity for the nine months ended September 30, 2026 primarily resulted from a net decrease in retained earnings from net income, less dividends paid to common shareholders, and an increase in accumulated other comprehensive loss due to changes in fair value of securities available-for-sale from higher interest rates. Tangible common equity decreased less than total shareholders' equity due to the reduction in intangibles from the sale of the DUS business line, which offset the decrease in total shareholders' equity.
At September 30, 2026, book value per common share decreased to $11.59, compared to $12.93 at December 31, 2025. At September 30, 2026, tangible book value per common share (1) decreased to $7.05, compared to $7.81 at December 31, 2025. The decrease in book value per common share and tangible book value per common share for the nine months ended September 30, 2026 primarily resulted from a net decrease in retained earnings and an increase in accumulated other comprehensive loss. For tangible book value per share, these decreases were partially offset by a reduction in intangibles.
(1) Tangible common equity and tangible book value per share are non-GAAP financial measures. For a reconciliation of these measures to the comparable GAAP financial measure or the computation of the measure, see "Non-GAAP Financial Measures and Reconciliations."
Debt Securities
Debt securities AFS and HTM are as follows:
September 30, 2026 December 31, 2025
(in thousands) Amortized Cost Fair Value Amortized Cost Fair Value
Securities available-for-sale
Obligations of states and political subdivisions $ 448,365 $ 423,530 $ 458,290 $ 471,159
Mortgage-backed securities - residential 3,439,694 3,302,275 2,871,733 2,884,289
Mortgage-backed securities - commercial 273,229 264,099 381,934 371,806
Collateralized loan obligations 230,500 230,545 188,500 188,316
Corporate bonds 45,475 45,918 51,828 49,915
U.S. Treasury securities 20,699 20,178 20,623 20,669
Agency debentures 5,974 5,691 7,243 7,231
Total securities available-for-sale 4,463,936 4,292,236 3,980,151 3,993,385
Securities held-to-maturity
Obligations of states and political subdivisions 12,041 12,031 12,902 13,441
Mortgage-backed securities - residential 936,391 772,975 1,012,716 877,722
Mortgage-backed securities - commercial 311,069 270,153 311,014 279,655
Total securities held-to-maturity 1,259,501 1,055,159 1,336,632 1,170,818
Total AFS and HTM debt securities $ 5,723,437 $ 5,347,395 $ 5,316,783 $ 5,164,203
In addition to AFS and HTM securities, the Company held $46.1 million and $49.5 million of trading securities at September 30, 2026 and December 31, 2025, respectively, consisting of U.S. Treasury notes used as economic hedges of our single family mortgage servicing rights, which are carried at fair value and reported as trading securities on the consolidated balance sheets.
The fair value of available-for-sale securities and the amortized cost of held-to-maturity debt securities are shown by contractual maturities and weighted average yields in the following table:
September 30, 2026
One Year Or Less More than One to Five Years More than Five Years to Ten Years More than Ten Years Total
(dollars in thousands) Amount
Weighted Average
Yield (1)
Amount
Weighted Average
Yield (1)
Amount
Weighted Average
Yield (1)
Amount
Weighted Average
Yield (1)
Amount
Weighted Average
Yield (1)
Securities available-for-sale
Obligations of states and political subdivisions $ 4,142 3.88 % $ 41,685 3.83 % $ 137,798 3.92 % $ 239,905 4.36 % $ 423,530 4.16 %
Mortgage-backed securities - residential 148 1.89 % 3,446 3.53 % 3,776 3.10 % 3,294,905 5.34 % 3,302,275 5.33 %
Mortgage-backed securities - commercial 22,826 4.22 % 105,735 3.57 % 120,869 4.77 % 14,669 5.19 % 264,099 4.26 %
Collateralized loan obligations - - % - - % - - % 230,545 5.27 % 230,545 5.27 %
Corporate bonds - - % 12,710 13.00 % 33,208 5.19 % - - % 45,918 7.47 %
U.S. Treasury securities - - % 20,178 3.60 % - - % - - % 20,178 3.60 %
Agency debentures - - % 726 4.10 % 2,952 4.06 % 2,013 4.54 % 5,691 4.24 %
Total securities available-for-sale 27,116 4.16 % 184,480 4.23 % 298,603 4.38 % 3,782,037 5.27 % 4,292,236 5.16 %
Securities held-to-maturity
Obligations of states and political subdivisions 2,951 1.57 % 5,101 4.11 % 2,967 4.49 % 1,022 11.24 % 12,041 4.19 %
Mortgage-backed securities - residential - - % 47 2.52 % - - % 936,344 1.79 % 936,391 1.79 %
Mortgage-backed securities - commercial - - % 311,069 1.79 % - - % - - % 311,069 1.79 %
Total securities held-to-maturity 2,951 1.57 % 316,217 1.83 % 2,967 4.49 % 937,366 1.80 % 1,259,501 1.81 %
Total AFS and HTM debt securities $ 30,067 3.90 % $ 500,697 2.81 % $ 301,570 4.38 % $ 4,719,403 4.60 % $ 5,551,737 4.42 %
(1)Weighted-average yields are calculated based on the contractual coupon, including amortization of premiums and accretion of discounts, weighted by amortized cost.
Loans
The composition of our LHFI portfolio is as follows:
(in thousands) September 30, 2026 December 31, 2025
Commercial and industrial $ 439,332 $ 482,170
Commercial real estate
Multifamily 5,189,514 5,355,252
Non-owner occupied 1,482,817 1,740,277
Owner occupied 492,756 689,079
Construction and land development 344,976 493,992
Residential real estate 4,171,423 3,970,803
Auto (1)
9,915 791,012
Other consumer 882,265 654,351
Total LHFI 13,012,998 14,176,936
ACL
(133,621) (153,319)
Total LHFI less ACL $ 12,879,377 $ 14,023,617
(1)As discussed in Note 1, "Summary of Significant Accounting Policies-Auto Loans Sale" on September 16, 2026, Mechanics Bank completed the sale of $417 million of performing indirect auto loan and retained $13 million of runoff auto loans.
The following table shows the contractual maturity of our loan portfolio by loan type:
September 30, 2026
Loans due after one year
by rate characteristic
(in thousands) Within one year
Due after one year through five years
Due after five through fifteen years
Due after fifteen years
Total
Fixed-rate
Adjustable-rate
Commercial and industrial $ 210,203 $ 100,776 $ 117,580 $ 10,773 $ 439,332 $ 168,826 $ 60,303
Commercial real estate
Multifamily 33,100 168,702 3,034,770 1,952,942 5,189,514 197,865 4,958,549
Non-owner occupied 354,453 514,724 605,825 7,815 1,482,817 746,765 381,599
Owner occupied 40,655 196,964 218,620 36,517 492,756 361,283 90,818
Construction and land 264,115 46,089 4,718 30,054 344,976 8,932 71,929
Residential real estate 1,966 23,218 182,138 3,964,101 4,171,423 1,975,835 2,193,622
Auto 1,709 8,206 - - 9,915 8,206 -
Other consumer 846,296 13,507 16,471 5,991 882,265 34,819 1,150
Total LHFI
$ 1,752,497 $ 1,072,186 $ 4,180,122 $ 6,008,193 $ 13,012,998 $ 3,502,531 $ 7,757,970
The following table shows the activity in loan balances:
Nine Months Ended
September 30, 2026 September 30, 2025
Loans - beginning of period $ 14,176,936 $ 9,643,497
Originations and advances 2,006,700 1,219,121
Purchases 9,916 46,164
Acquired loans - 5,645,715
Loans sold (428,679) -
Payoffs, paydowns and other (2,729,836) (1,931,998)
Charge-offs (19,652) (34,969)
Transfers to other real estate owned (2,387) -
Loans - end of period $ 13,012,998 $ 14,587,530
The following table shows loan originations and advances:
Nine Months Ended
(in thousands) September 30, 2026 September 30, 2025
Commercial and industrial $ 424,594 $ 235,338
Commercial real estate
Multifamily 146,261 86,028
Non-owner occupied 19,167 8,158
Owner occupied 12,261 22,649
Construction and land development 241,870 114,369
Residential real estate 623,219 437,967
Other consumer 539,328 314,612
Total $ 2,006,700 $ 1,219,121
Credit Risk Management: Delinquent Loans, Nonperforming Assets and Provision for Credit Losses
Asset Quality Information and Ratios
(dollars in thousands) September 30, 2026 December 31, 2025
Delinquent loans held for investment:
30-89 days past due $ 25,936 $ 58,459
90+ days past due 41,594 34,686
Total delinquent loans $ 67,530 $ 93,145
Total delinquent loans to loans held for investment 0.52 % 0.66 %
Nonperforming assets:
Nonaccrual loans $ 49,014 $ 42,863
90+ days past due and accruing 5,569 3,943
Total nonperforming loans 54,583 46,806
Foreclosed assets 5,081 4,990
Total nonperforming assets $ 59,664 $ 51,796
Allowance for credit losses on loans $ 133,621 $ 153,319
Allowance for credit losses on loans to total loans held for investment 1.03 % 1.08 %
Allowance for credit losses on loans to nonaccrual loans 272.62 % 357.70 %
Nonaccrual loans to total loans held for investment 0.38 % 0.30 %
Nonperforming assets to total assets 0.28 % 0.23 %
At September 30, 2026, total delinquent loans were $67.5 million, compared to $93.1 million at December 31, 2025. The decrease was primarily due to the auto portfolio sale. Total delinquent loans as a percentage of total loans were 0.52% at September 30, 2026, as compared to 0.66% at December 31, 2025.
At September 30, 2026, nonperforming assets were $59.7 million, compared to $51.8 million at December 31, 2025. Nonperforming assets as a percentage of total assets increased to 0.28% at September 30, 2026, as compared to 0.23% at December 31, 2025.
Delinquent, nonaccrual and current loans by loan type consisted of the following:
September 30, 2026
Past Due and Still Accruing
(dollars in thousands) 30-59 days 60-89 days
90 days or more
Nonaccrual
Total past due and nonaccrual
Current Total loans
Commercial and industrial $ 4,275 $ 827 $ - $ 9,177 $ 14,279 $ 425,053 $ 439,332
Commercial real estate
Multifamily 3,996 201 - 5,871 10,068 5,179,446 5,189,514
Non-owner occupied 2,001 2,751 - 3,940 8,692 1,474,125 1,482,817
Owner occupied 365 364 - 673 1,402 491,354 492,756
Construction and land development - - - 15,532 15,532 329,444 344,976
Residential real estate 1,093 6,631 5,568 11,768 25,060 4,146,363 4,171,423
Auto 698 501 1 2,044 3,244 6,671 9,915
Other consumer 570 120 - 9 699 881,566 882,265
Total loans $ 12,998 $ 11,395 $ 5,569 $ 49,014 $ 78,976 $ 12,934,022 $ 13,012,998
% 0.10 % 0.09 % 0.04 % 0.38 % 0.61 % 99.39 % 100.00 %
December 31, 2025
Past Due and Still Accruing
(dollars in thousands) 30-59 days 60-89 days
90 days or more
Nonaccrual
Total past due and nonaccrual
Current Total loans
Commercial and industrial $ 3,276 $ 315 $ - $ 11,196 $ 14,787 $ 467,383 $ 482,170
Commercial real estate
Multifamily - - - 3,387 3,387 5,351,865 5,355,252
Non-owner occupied 50 - - 12,539 12,589 1,727,688 1,740,277
Owner occupied - 176 - 1,870 2,046 687,033 689,079
Construction and land development - - - 2,962 2,962 491,030 493,992
Residential real estate 13,293 4,558 3,943 6,765 28,559 3,942,244 3,970,803
Auto 25,895 6,547 - 4,143 36,585 754,427 791,012
Other consumer 289 149 - 1 439 653,912 654,351
Total loans $ 42,803 $ 11,745 $ 3,943 $ 42,863 $ 101,354 $ 14,075,582 $ 14,176,936
% 0.30 % 0.08 % 0.03 % 0.30 % 0.71 % 99.29 % 100.00 %
Management considers the current level of the allowance for credit losses on loans to be appropriate to cover estimated lifetime losses within our LHFI portfolio. For additional information on the Company's allowance for credit losses, refer to Note 4, "Loans and Credit Quality."
The following table presents the amount of allowance for credit losses on loans by product type, as well as the percentage of each respective portfolio's loan balance to total loans:
September 30, 2026 December 31, 2025
(dollars in thousands) Balance
Loan balance % to total loans
Balance
Loan balance % to total loans
Commercial and industrial $ 9,938 3.4 % $ 8,417 3.4 %
Commercial real estate 111,923 57.7 % 114,326 58.4 %
Residential real estate 7,562 32.0 % 13,294 28.0 %
Auto 2,310 0.1 % 15,003 5.6 %
Other consumer 1,888 6.8 % 2,279 4.6 %
Total ACL $ 133,621 100.0 % $ 153,319 100.0 %
As of September 30, 2026, the expected loss rates increased when compared to December 31, 2025 due to higher forecasted product risk metrics in certain geographically concentrated areas, offset by sale of the auto loan portfolio and runoff of the non-owner occupied commercial real estate, and construction and land development portfolios.
The following table presents net charge-offs for the loan portfolio for the dates indicated:
Quarter Ended September 30,
2026 2025
(dollars in thousands) Net loan charge-offs (recoveries) Average balance
Net loan charge-offs to average loans (1)
Net loan charge-offs (recoveries) Average balance
Net loan charge-offs to average loans (1)
Commercial and industrial $ 492 $ 446,955 0.44 % $ 446 $ 369,273 0.48 %
Commercial real estate 431 7,608,726 0.02 % 250 6,030,429 0.02 %
Residential real estate (4) 4,132,726 0.00 % 9 2,933,403 0.00 %
Auto 2,943 389,437 3.00 % 7,688 1,046,855 2.91 %
Other consumer 437 844,783 0.21 % 534 567,318 0.37 %
Total $ 4,299 $ 13,422,627 0.13 % $ 8,927 $ 10,947,278 0.32 %
Nine Months Ended September 30,
2026 2025
(dollars in thousands) Net loan charge-offs (recoveries) Average balance
Net loan charge-offs to average loans (1)
Net loan charge-offs (recoveries) Average balance
Net loan charge-offs to average loans (1)
Commercial and industrial $ 327 $ 457,998 0.10 % $ 412 $ 359,971 0.15 %
Commercial real estate 303 7,862,173 0.01 % 250 5,269,715 0.01 %
Residential real estate (363) 4,055,748 (0.01) % 9 2,542,582 0.00 %
Auto 10,136 557,733 2.43 % 23,693 1,257,736 2.52 %
Other consumer 1,303 762,326 0.23 % 1,392 500,528 0.37 %
Total $ 11,706 $ 13,695,978 0.11 % $ 25,756 $ 9,930,532 0.35 %
(1) Ratios are annualized.
Deposits
The following table presents average deposit balances and average rates for the periods indicated:
Quarter Ended September 30,
2026 2025
(dollars in thousands) Average Balance Weighted Average Rate Average Balance Weighted Average Rate
Deposits by product:
Noninterest-bearing demand deposits $ 6,321,146 - % $ 5,823,539 - %
Interest-bearing:
Interest-bearing demand deposits 1,625,027 0.42 % 1,480,835 0.32 %
Savings 1,316,245 0.03 % 1,248,270 0.03 %
Money market 6,906,547 2.68 % 5,453,420 3.08 %
Certificates of deposit 1,897,016 2.51 % 1,758,659 3.14 %
Total interest-bearing deposits 11,744,835 2.04 % 9,941,184 2.29 %
Total deposits $ 18,065,981 1.33 % $ 15,764,723 1.45 %
Nine Months Ended September 30,
2026 2025
(dollars in thousands) Average Balance Weighted Average Rate Average Balance Weighted Average Rate
Deposits by product:
Noninterest-bearing demand deposits $ 6,402,707 - % $ 5,541,719 - %
Interest-bearing:
Interest-bearing demand deposits 1,711,776 0.45 % 1,409,713 0.34 %
Savings 1,343,636 0.02 % 1,211,516 0.02 %
Money market 6,613,044 2.59 % 5,119,324 3.17 %
Certificates of deposit 2,133,126 2.60 % 1,222,456 2.80 %
Total interest-bearing deposits 11,801,582 1.99 % 8,963,009 2.25 %
Total deposits $ 18,204,289 1.29 % $ 14,504,728 1.39 %
The following table presents uninsured deposits for the periods indicated:
(dollars in thousands) September 30, 2026 December 31, 2025
Uninsured deposits $ 7,599,857 $ 6,825,674
The following table presents the schedule of maturities of certificates of deposit as of September 30, 2026:
(in thousands) Three Months or Less Over Three Months through Six Months Over Six Months through Twelve Months Over Twelve Months Total
Time deposits of $250 thousand or less $ 549,719 $ 416,976 $ 380,376 $ 37,882 $ 1,384,953
Time deposits greater than $250 thousand 222,068 168,570 98,754 5,072 494,464
Total $ 771,787 $ 585,546 $ 479,130 $ 42,954 $ 1,879,417
Liquidity and Sources of Funds
Liquidity risk management is primarily intended to ensure we are able to maintain sources of cash to adequately fund operations and meet our obligations, including demands from depositors, draws on lines of credit and paying any creditors, on a timely and cost-effective basis, in various market conditions. Our liquidity profile is influenced by changes in market
conditions, the composition of the balance sheet and risk tolerance levels. Mechanics has established liquidity guidelines and operating plans that detail the sources and uses of cash and liquidity.
Mechanics' primary sources of liquidity include deposits, loan repayments and investment securities payments, both principal and interest, borrowings, and proceeds from the sale of loans and investment securities. Borrowings may include advances from the FHLB, borrowings from the Federal Reserve, federal funds purchased and borrowings from other financial institutions. While scheduled principal repayments on loans and investment securities are a relatively predictable source of funds, deposit inflows and outflows and prepayments of loans and investment securities are greatly influenced by interest rates, economic conditions and competition.
Mechanics' contractual cash flow obligations include the maturity of certificates of deposit, short-term and long-term borrowings, interest on certificates of deposit and borrowings, operating leases and fees for information technology-related services and professional services. Obligations for certificates of deposit are typically satisfied through excess cash reserve balances, the renewal of these instruments or the generation of new deposits. Interest payments and obligations related to leases and services are typically met by cash generated from our operations.
At September 30, 2026, Mechanics had available borrowing capacity of $5.8 billion from the FHLB, $4.2 billion from the Federal Reserve and $5.0 billion under borrowing lines established with other financial institutions. We believe that our current unrestricted cash and cash equivalents, cash flows from operations and borrowing capacity will be sufficient to meet our liquidity needs for at least the next 12 months. We are currently not aware of any other trends or demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way that will impact our liquidity needs during or beyond the next 12 months.
Cash Flows
For the nine months ended September 30, 2026, cash and cash equivalents decreased by $427.5 million compared to an increase of $442.9 million during the nine months ended September 30, 2025. As a banking institution, Mechanics has extensive access to liquidity. Mechanics manages its cash positions to conservative minimum cash buffer levels and does not attempt to maximize the level of cash and cash equivalents. The following discussion highlights the major activities and transactions that affected our cash flows during these periods.
Cash flows from operating activities
Mechanics' operating assets and liabilities are used to support our lending activities, including the origination and sale of mortgage loans. For the nine months ended September 30, 2026, net cash of $93.4 million was provided by operating activities from ongoing bank operations, compared to $79.7 million provided by operating activities in the nine months ended September 30, 2025.
Cash flows from investing activities
Mechanics' investing activities are primarily related to investment securities and LHFI. For the nine months ended September 30, 2026, net cash of $861.7 million was provided by investing activities primarily from AFS investment security sales, maturities and calls, proceeds from sales of loans, net loan originations and principal collections, and proceeds from the sale of the DUS business line, partially offset by AFS investment security purchases. For the nine months ended September 30, 2025, net cash of $1.6 billion was provided by investing activities primarily from AFS investment security sales, maturities and calls and net loan originations and principal collections, and cash acquired in the Merger, partially offset by AFS investment security purchases.
Cash flows from financing activities
Mechanics' financing activities are primarily related to deposits, net proceeds or repayments from borrowings and equity transactions. For the nine months ended September 30, 2026, net cash of $1.4 billion was used by financing activities, due to a decrease in deposits, repayment of Senior Notes and dividends paid. For the nine months ended September 30, 2025, net cash of $1.2 billion was used by financing activities, due to repayment of FHLB advances acquired in the Merger and a decrease in deposits.
Off-Balance Sheet Arrangements
In the normal course of business, we are a party to financial instruments that carry off-balance sheet risk. These financial instruments (which include commitments to originate loans and commitments to purchase loans) include potential credit risk in excess of the amount recognized in the accompanying consolidated financial statements. These transactions are designed to (1) meet the financial needs of our customers, (2) manage our credit, market or liquidity risks, (3) diversify our funding sources and/or (4) optimize capital.
These commitments include the following:
(in thousands) September 30, 2026 December 31, 2025
Unused consumer portfolio lines (1)
$ 1,858,273 $ 1,423,770
Commercial portfolio lines (2)
616,443 767,162
Commitments to fund loans 23,516 11,830
Total $ 2,498,232 $ 2,202,762
Standby letters of credit $ 25,817 $ 17,257
(1)Includes unfunded commitments of $980.0 million and $566.4 million at September 30, 2026 and December 31, 2025, respectively, for lines of credit secured by the cash surrender value of life insurance policies. These lines of credit are originated and serviced through a third-party program partnership.
(2)Within the commercial portfolio lines, undistributed construction loan proceeds, where the Company has an obligation to advance funds for construction progress payments, were $261.4 million and $361.4 million at September 30, 2026 and December 31, 2025, respectively.
Capital Resources
The capital rules applicable to United States based bank holding companies and federally insured depository institutions require Mechanics Bancorp and Mechanics Bank to meet specific capital adequacy requirements that, for the most part, involve quantitative measures, primarily in terms of the ratios of their capital to their assets, liabilities, and certain off-balance sheet items, calculated under regulatory accounting practices. In addition, prompt corrective action regulations place a federally insured depository institution, such as Mechanics Bank, into one of five capital categories on the basis of its capital ratios: (i) well capitalized; (ii) adequately capitalized; (iii) undercapitalized; (iv) significantly undercapitalized; or (v) critically undercapitalized. A depository institution's primary federal regulatory agency may determine that, based on certain qualitative assessments, the depository institution should be assigned to a lower capital category than the one indicated by its capital ratios. At each successive lower capital category, a depository institution is subject to greater operating restrictions and increased regulatory supervision by its federal bank regulatory agency.
The following tables present the regulatory capital amounts and ratios (inclusive of the capital 2.5% conservation buffer, where applicable) for Mechanics Bancorp and Mechanics Bank as of the dates indicated:
At September 30, 2026
Actual For Minimum Capital Adequacy Purposes (including Capital Conservation Buffer) To Be Categorized As "Well Capitalized"
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
Mechanics Bancorp
Tier 1 leverage capital (to average assets) $ 1,771,865 8.74 % $ 810,871 4.0 % n/a n/a
Common equity Tier 1 capital (to risk-weighted assets) 1,771,865 14.73 % 842,133 7.0 % n/a n/a
Tier 1 risk-based capital (to risk-weighted assets) 1,771,865 14.73 % 1,022,590 8.5 % n/a n/a
Total risk-based capital (to risk-weighted assets) 2,042,401 16.98 % 1,263,199 10.5 % n/a n/a
Mechanics Bank
Tier 1 leverage capital (to average assets) $ 1,901,307 9.37 % $ 811,352 4.0 % $ 1,014,189 5.0 %
Common equity Tier 1 capital (to risk-weighted assets) 1,901,307 15.81 % 841,696 7.0 % 781,575 6.5 %
Tier 1 risk-based capital (to risk-weighted assets) 1,901,307 15.81 % 1,022,060 8.5 % 961,938 8.0 %
Total risk-based capital (to risk-weighted assets) 2,039,851 16.96 % 1,262,544 10.5 % 1,202,423 10.0 %
At December 31, 2025
Actual For Minimum Capital Adequacy Purposes (including Capital Conservation Buffer) To Be Categorized As "Well Capitalized"
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
Mechanics Bancorp
Tier 1 leverage capital (to average assets) $ 1,854,132 8.65 % $ 857,147 4.0 % n/a n/a
Common equity Tier 1 capital (to risk-weighted assets) 1,854,132 14.09 % 921,471 7.0 % n/a n/a
Tier 1 risk-based capital (to risk-weighted assets) 1,854,132 14.09 % 1,118,929 8.5 % n/a n/a
Total risk-based capital (to risk-weighted assets) 2,141,745 16.27 % 1,382,207 10.5 % n/a n/a
Mechanics Bank
Tier 1 leverage capital (to average assets) $ 2,054,349 9.58 % $ 857,560 4.0 % $ 1,071,950 5.0 %
Common equity Tier 1 capital (to risk-weighted assets) 2,054,349 15.59 % 922,177 7.0 % 856,307 6.5 %
Tier 1 risk-based capital (to risk-weighted assets) 2,054,349 15.59 % 1,119,786 8.5 % 1,053,917 8.0 %
Total risk-based capital (to risk-weighted assets) 2,214,783 16.81 % 1,383,266 10.5 % 1,317,396 10.0 %
As of the dates set forth in the above tables, Mechanics Bancorp exceeded the minimum required capital ratios applicable to it and Mechanics Bank's capital ratios exceeded the minimums necessary to qualify as a well-capitalized depository institution under the prompt corrective action regulations. In addition to the minimum capital ratios, Mechanics Bancorp and Mechanics Bank are required to maintain a capital conservation buffer consisting of additional Common Equity Tier 1 Capital of 2.5% in addition to the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses. Mechanics maintained capital ratios necessary to satisfy the capital conservation buffer requirements as of the dates indicated. At September 30, 2026, the capital conservation buffers for Mechanics Bancorp and Mechanics Bank were 8.73% and 8.96%, respectively.
The Company paid cash dividends of $0.25 per share for Class A shareholders and $2.50 per share for Class B shareholders in the third quarter of 2026 and paid cash dividends of $1.35 per share for Class A shareholders and $13.50 per share for Class B shareholders for the nine months ended September 30, 2026. The amount and declaration of future cash dividends are subject to approval by our Board of Directors and certain statutory requirements and regulatory restrictions. For additional information on the Company's dividends, refer to Note 16, "Shareholders' Equity and Dividends."
We had no material commitments for capital expenditures as of September 30, 2026.
Non-GAAP Financial Measures and Reconciliations
This document contains non-GAAP financial measures of our financial performance, including tangible common equity, return on average tangible equity, efficiency ratio (excluding the impact of intangibles amortization), tangible book value per share and tangible common equity ratio. We believe that these non-GAAP financial measures provide useful information because they are used by management to evaluate our operating performance, without the impact of goodwill and other intangible assets. However, these financial measures are not intended to be considered in isolation of or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP and should be viewed in addition to, and not as an alternative to, our GAAP results. The non-GAAP financial measures Mechanics presents may differ from similarly captioned measures presented by other companies.
The following table presents the calculations of our non-GAAP financial measures.
(dollars in thousands, except per share amounts) Quarter Ended Nine Months Ended
Return on Average Equity and Return on Average Tangible Equity Ref. September 30,
2026
June 30,
2026
September 30,
2026
September 30,
2025
Net income (a) $ 45,992 $ 57,701 $ 147,783 $ 154,552
Add: intangibles amortization, net of tax (1)
5,070 5,243 15,567 6,904
Net income, excluding the impact of intangible amortization, net of tax (b) $ 51,062 $ 62,944 $ 163,350 $ 161,456
Average shareholders' equity (c) $ 2,661,629 $ 2,728,959 $ 2,749,632 $ 2,421,048
Less: average goodwill and other intangible assets 938,086 978,184 989,164 890,677
Average tangible shareholders' equity (d) $ 1,723,543 $ 1,750,775 $ 1,760,468 $ 1,530,371
Return on average equity (2)
(a) / (c) 6.86 % 8.48 % 7.19 % 8.53 %
Return on average tangible equity (non-GAAP) (2)
(b) / (d) 11.75 % 14.42 % 12.41 % 14.11 %
Quarter Ended Nine Months Ended
Efficiency Ratio Ref. September 30,
2026
June 30,
2026
September 30,
2026
September 30,
2025
Noninterest expense (e) $ 114,193 $ 124,473 $ 369,093 $ 340,047
Less: intangibles amortization 6,969 7,207 21,398 9,655
Noninterest expense, excluding the impact of intangible amortization (f) $ 107,224 $ 117,266 $ 347,695 $ 330,392
Net interest income (g) $ 174,902 $ 177,172 $ 531,119 $ 402,736
Noninterest income (loss) (h) $ (13,434) $ 23,796 $ 31,382 $ 144,384
Efficiency ratio (e) / (g+h) 70.7 % 61.9 % 65.6 % 62.2 %
Efficiency ratio (non-GAAP) (f) / (g+h) 66.4 % 58.4 % 61.8 % 60.4 %
(dollars in thousands, except per share amounts) As of
Book Value per Share and Tangible Book Value per Share Ref. September 30,
2026
December 31,
2025
Total shareholders' equity (i) $ 2,567,486 $ 2,862,375
Less: goodwill and other intangible assets 934,242 1,055,796
Total tangible shareholders' equity (j) $ 1,633,244 $ 1,806,579
Common shares outstanding - Class A and B (k) 221,474,752 221,305,009
Common shares outstanding - Class A 220,360,304 220,190,561
Common shares outstanding - Class B adjusted 11,144,480 11,144,480
Common shares outstanding at period end - adjusted (3)
(l) 231,504,784 231,335,041
Book value per share (i) / (k) $ 11.59 $ 12.93
Tangible book value per share (non-GAAP)
(j) / (l) $ 7.05 $ 7.81
As of
Common Equity Ratio and Tangible Common Equity Ratio Ref. September 30,
2026
December 31,
2025
Total shareholders' equity (m) $ 2,567,486 $ 2,862,375
Less: goodwill and other intangible assets 934,242 1,055,796
Total tangible shareholders' equity (n) $ 1,633,244 $ 1,806,579
Total assets (o) $ 20,944,704 $ 22,351,475
Less: goodwill and other intangible assets 934,242 1,055,796
Total tangible assets (p) $ 20,010,462 $ 21,295,679
Common equity ratio (m) / (o) 12.26 % 12.81 %
Tangible common equity ratio (non-GAAP)
(n) / (p) 8.16 % 8.48 %
(1)Estimated statutory tax rate of 27.25% for the quarters ended September 30, 2026 and June 30, 2026, respectively and 27.25% and 28.50% for the nine months ended September 30, 2026 and 2025, respectively.
(2)Ratios are annualized.
(3)Includes 11,144,480 Class A Shares issuable upon the conversion of 1,114,448 Class B Shares outstanding. Class B Shares also are treated as if such share had been converted into ten Class A Shares for purposes of calculating the economic rights of the Class B Shares, including upon liquidation of the Company or the declaration of dividends or distributions by the Company.
Mechanics Bancorp published this content on November 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 06, 2026 at 20:50 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]