Sec Form 4 Filing - Downer Edward Michael @ Mechanics Bancorp - 2026-05-27

Insider filing report for Changes in Beneficial Ownership
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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 (MM/DD/YY)
05/27/2026
(Street)
WALNUT CREEK, CA94596-3895
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/27/2026 M 3,301 A $ 0 ( 1 ) 1,511,898 I E. Michael Downer, Trustee of the E. Michael Downer Separate Property Trust UTD 9/22/08
Class A Common Stock 9,903 ( 2 ) D
Class A Common Stock 1,121,270 I Robert M Downer Family Dynasty Trust ( 3 )
Class A Common Stock 1,121,270 I E M Downer Dynasty Trust UAD 11/28/03 FBO Michael Downer ( 4 )
Class A Common Stock 1,121,270 I Douglas Downer Family Dynasty Trust ( 5 )
Class A Common Stock 1,155,382 I E. Michael Downer, Investment Manager for MJAK Holdings, LLC ( 6 )
Class A Common Stock 79,226 I E M Downer Family Dynasty II Trust 12/28/03 ( 7 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
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 ) ( 8 ) ( 8 ) Class A Common Stock 3,301 $ 0 0 D
Restricted Stock Units ( 1 ) 05/28/2026 A 5,513 ( 9 ) ( 9 ) Class A Common Stock 5,513 $ 0 5,513 D
Incentive Units - Deferred ( 10 ) ( 11 ) ( 11 ) Class A Common Stock 2,554 2,792 ( 12 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Downer Edward Michael
1111 CIVIC DR STE 390
WALNUT CREEK, CA94596-3895
X
Signatures
/s/ Glenn Shrader, Attorney in fact for E. Michael Downer 05/29/2026
Signature of Reporting Person Date
Explanation of Responses:
( 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 )The Reporting Person is the voting trustee for the Robert M Downer Family Dynasty Trust.
( 4 )The Reporting Person is the investment manager and beneficiary of the E M Downer Dynasty Trust UAD 11/28/03.
( 5 )The Reporting Person is the voting trustee for the Douglas Downer Family Dynasty Trust.
( 6 )The Reporting Person is the Investment Manager of MJAK Holding, LLC and has the power to direct the voting of such shares.
( 7 )The Reporting Person is the voting trustee for the E M Downer Family Dynasty II Trust dated 12/28/03.
( 8 )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.
( 9 )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.
( 10 )Each incentive unit is the economic equivalent of one share of Issuer Class A common stock.
( 11 )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.
( 12 )Includes 73 incentive units acquired on March 19, 2026 and 128 incentive units acquired on May 28, 2026.

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