Downer Douglas E 4
4 · Mechanics Bancorp · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Mechanics Bancorp Director Douglas Downer Receives 3.59M-Share Award
What Happened
Douglas E. Downer, a director of Mechanics Bancorp (MCHB), was credited with a series of merger-related awards on September 2, 2025, totaling 3,591,588 shares (2,467,764 + 1,121,270 + 2,554). Using the filing's merger conversion and the $13.87 closing price cited in the filing, those awards have an estimated market value of roughly $49.8 million. On October 7, 2025, he gifted two blocks of 75,000 shares each (150,000 shares total) to family trusts and disclaims pecuniary interest in those gifted shares.
Key Details
- Transaction dates: awards on 2025-09-02; gifts on 2025-10-07. Form 4 filed 2026-03-23 (late filing relative to the trade dates).
- Reported acquisitions (code A): 2,467,764; 1,121,270; and 2,554 derivative/incentive units (the 2,554 show $0.00 per share in the filing).
- Reported dispositions (gifts, code G): 75,000 and 75,000 shares; reporting person disclaims pecuniary interest in gifted shares.
- Estimated value: using the filing's cited $13.87 per share (conversion-price reference), the two large awards total roughly $49.8M. The filing lists the award transactions as merger consideration (not open-market purchases).
- Shares owned after the transactions: not explicitly stated in the transaction summary provided.
- Notable footnotes: awards resulted from the merger of HomeStreet Bank into Mechanics Bank and conversion of MB stock/RSUs into Issuer Class A common stock at a 3,301.0920 conversion factor (see F1–F3, F6). Some incentive units are deferred until retirement/termination or change in control (F7). Filing also notes 37 dividend-equivalent incentive units acquired later (F8).
- Timeliness: Filing date (2026-03-23) is months after the 2025 transactions—this is a late Form 4 filing and reduces near-term transparency.
Context
- These were merger-related awards/conversions and not purchases from the open market, so they reflect corporate transaction mechanics rather than a direct bullish buy.
- Gifts to family trusts are personal transfers and do not necessarily indicate the insider’s market view.
- The derivative/incentive units include deferral provisions; they may not represent immediately tradable shares until vesting/deferral conditions lapse.
Insider Transaction Report
Form 4
Downer Douglas E
Director
Transactions
- Award
Class A Common Stock
[F1][F2]2025-09-02+2,467,764→ 2,467,764 total(indirect: By Trust) - Award
Class A Common Stock
[F2][F3]2025-09-02+1,121,270→ 1,121,270 total(indirect: By Trust) - Gift
Class A Common Stock
[F4]2025-10-07−75,000→ 2,392,764 total(indirect: By Trust) - Gift
Class A Common Stock
[F5]2025-10-07−75,000→ 2,317,764 total(indirect: By Trust) - Award
Incentive Units - Deferred
[F2][F6][F7][F8]2025-09-02+2,554→ 2,591 total→ Class A Common Stock (2,554 underlying)
Footnotes (8)
- [F1]Received in exchange for an aggregate of 747 shares of Mechanics Bank ("MB") original voting common stock and MB restricted stock units in connection with the merger of HomeStreet Bank, a wholly owned subsidiary of Issuer, with and into MB, pursuant to which MB continued as the surviving corporation and as a wholly owned subsidiary of Issuer (the "Merger").
- [F2]As consideration for the Merger, (i) each share of MB voting common stock converted into the right to receive 3,301.0920 shares of Issuer Class A Common Stock, which, on the effective date of the Merger, had a closing price of $13.87 per share, (ii) each MB restricted stock unit of the Reporting Person converted into restricted stock units of Issuer for the right to receive 3,301.0920 shares of Issuer Class A Common Stock, and (iii) each MB incentive unit of the Reporting Person converted into incentive units of Issuer of the economic equivalent of 3,301.0920 shares of Issuer Class A Common Stock.
- [F3]Received in exchange of 339 shares of MB original voting common stock in connection with the Merger. E. Michael Downer is the voting trustee for the Douglas Downer Family Dynasty Trust.
- [F4]On October 7, 2025, the reporting person gifted 75,000 shares of the issuer's Class A common stock to his son's trust, Robert P. Downer, TTEE, Jack Y. Downer Irrevocable Tr U/A Dtd 7/23/25. The reporting person disclaims any pecuniary interest in these shares.
- [F5]On October 7, 2025, the reporting person gifted 75,000 shares of the issuer's Class A common stock to his daughter's trust, Robert P. Downer, TTEE, Grace Y. Downer Irrevocable Tr U/A Dtd 7/23/25. The reporting person disclaims any pecuniary interest in these shares.
- [F6]Each incentive unit is the economic equivalent of one share of Issuer Class A Common Stock.
- [F7]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.
- [F8]Includes 37 dividend equivalent incentive units acquired on December 15, 2025.
Signature
/s/ Glenn Shrader, Attorney in fact for Douglas E. Downer|2026-03-23