UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 3025, 2026

________________________________

MECHANICS BANCORP

________________________________

(Exact name of registrant as specified in its charter)

Washington

001-35424

91-0186600

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1111 Civic Drive, Walnut Creek, CA 94596

(Address of principal executive offices) (Zip Code)

(925) 482-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, No Par Value

MCHB

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


☐			Emerging growth Company

☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 25.~~02 Results~~03 Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year

On ~~January~~February 3025, 2026, the Board of Directors of Mechanics Bancorp ~~issued~~(the a“Company”) ~~press~~approved ~~release~~and ~~reporting~~adopted ~~results~~an ofamendment ~~operations~~to ~~for~~ the ~~fourth~~Company’s ~~quarter~~Amended and ~~year~~Restated ~~ending~~Bylaws. ~~December~~The ~~31,~~amendment ~~2025~~revises Sections 4.1 Aand ~~copy~~4.3 of the ~~earnings~~Amended ~~release~~and isRestated ~~furnished~~Bylaws asto ~~Exhibit~~clarify 99that the Company’s shares will be uncertificated unless the Board of Directors provides otherwise, and that uncertificated shares will be recorded in book-entry form.1 The description of the amendments to the Amended and Restated Bylaws contained in this ~~Current~~report ~~Report~~does onnot ~~Form~~purport ~~8-K~~to be complete and ~~incorporated~~is ~~herein~~qualified in its entirety by reference. to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1.

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~ Events

~~Mechanics~~On ~~Bancorp~~February is25, ~~hereby~~2026, ~~furnishing~~the aBoard ~~fourth~~of ~~quarter~~Directors ~~2025~~of ~~slide~~the ~~presentation~~Company ~~that~~approved ~~executive~~a ~~management~~cash ~~intends~~dividend toof ~~use~~$0.40 inper ~~meetings~~share ~~with~~of ~~institutional~~Class ~~investors~~A common stock and ~~industry~~$4.00 ~~analysts,~~per ~~including~~share inof aClass ~~webcast~~B common stock, each payable on ~~January~~March 3019, 2026, atto ~~11:00~~shareholders ~~a.m.~~of ~~(eastern~~record ~~time)~~as of the close of business on March 9, 2026. ~~The~~A ~~slide~~copy ~~presentation~~of the press release is ~~furnished~~attached as Exhibit 99.21 to this Current Report on Form 8-K ~~and will be available on Mechanics Bancorp's investor relations web site at http://ir~~.~~mechanicsbank.com.~~

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1			Earnings Release dated January 30, 2026.
Exhibit 99.2			Investor Presentation, Fourth Quarter 2025.
Exhibit 104			Cover Page Interactive Data File (embedded within with Inline XBRL)

(d) Exhibits.


Exhibit 3.1			Amended and Restated Bylaws, effective as of February 25, 2026

Exhibit 99.1			Mechanics Bancorp Press Release Dated February 27, 2026

Exhibit 104			Cover Page Interactive Data File (embedded within with Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~January~~February 3027, 2026


			MECHANICS BANCORP

			By:						/s/ Nathan Duda
									Nathan Duda
									Executive Vice President and Chief Financial Officer

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