Givans Scott A. 4

What Happened
Scott A. Givans, EVP & Chief Credit Officer of Mechanics Bancorp (MCHB), converted/exercised 4,164 incentive units on February 15, 2026. To satisfy tax withholding related to the conversion, 1,715 shares were withheld/disposed at $15.37 per share (total $26,360). After withholding, Givans retained a net ~2,449 shares (4,164 gross − 1,715 withheld).

Key Details

• Transaction date: 2026-02-15; Form filed: 2026-02-18 (timely filing).
• Gross converted: 4,164 incentive units → 4,164 shares (reported as derivative exercise/conversion).
• Tax withholding: 1,715 shares disposed at $15.37/share = $26,360.
• Net shares retained: approximately 2,449 shares (noted calculation based on reported figures).
• Footnotes:
  • F1/F2 — Each incentive unit represents a contingent right to one Class A share and is the economic equivalent of one share. No cash consideration is required upon vesting.
  • F3 — The incentive units vest in two equal annual installments beginning Feb 15, 2027 (as stated in the filing).
• Shares owned after the transaction: not disclosed in the supplied filing details.

Context

• This was a conversion/settlement of incentive units with shares withheld to cover tax liability — a common, routine post-exercise tax withholding (a form of cashless settlement).
• The filing shows derivative-related activity (code M for exercise/conversion and code F for tax withholding). These transactions are typically administrative and do not by themselves indicate a buy/sell opinion by the insider.