Crowe Adrienne Y 4

What Happened

• Adrienne Y. Crowe, a director of Mechanics Bancorp (MCHB), was issued 13,204 shares and received 2,554 derivative/incentive units on 2025-09-02 as part of merger consideration. The 13,204 shares were issued in exchange for MB voting shares/RSUs; the 2,554 units are derivative incentive units granted at $0 (no cash paid) and are subject to deferral. Using the merger’s conversion context (issuer Class A closing price of $13.87 on the effective date), the 13,204 shares imply roughly $183,140 of value and the 2,554 units roughly $35,425 at that price — though the derivative units are deferred and not immediately distributable.

Key Details

• Transaction date: 2025-09-02; Form 4 filed: 2026-02-03 (filed late vs. the 2-business-day rule).
• Reported transactions: 13,204 shares acquired (price N/A — issued in merger exchange) and 2,554 derivative/incentive units acquired @ $0.00 (derivative).
• Conversion context: each Mechanics Bank (MB) voting share converted into the right to receive 3,301.0920 shares of issuer Class A common stock (4 MB shares × 3,301.0920 ≈ 13,204).
• Deferred status: Reporting person elected to defer payment on the incentive units until retirement/termination or a change in control (footnote F4).
• Additional note: footnote indicates 37 incentive units were later acquired via dividend reinvestment on 2025-12-15 (F5).
• Shares owned after the transaction: not specified in the provided filing details.

Context

• This was an award/merger consideration, not an open-market purchase or sale — awards and merger conversions are common corporate reorganization events and do not alone indicate buying/selling sentiment.
• The 2,554 derivative/incentive units are economic equivalents of shares but are deferred (per footnotes), meaning they are not immediately transferable cash or freely tradable stock.