Duda Nathan 4

What Happened

• Nathan Duda, Executive Vice President & CFO of Mechanics Bancorp (MCHB), converted 2,571 incentive units into Class A common shares on Feb 15, 2026. Of those shares, 1,801 were withheld to cover tax withholding at $15.37 per share, generating $27,681. Net shares issued to Duda were 770 (2,571 converted − 1,801 withheld).
• The conversion was treated as an exercise/conversion of a derivative (reporting code M), and the tax-withholding is reported as a disposition (code F). The derivative conversion shows a $0 exercise consideration consistent with the incentive units' terms.

Key Details

• Transaction date: 2026-02-15; Form 4 filed 2026-02-18 (timely filing).
• Shares converted: 2,571 incentive units → 2,571 Class A shares.
• Shares withheld for taxes: 1,801 @ $15.37 = $27,681 (disposed to issuer to satisfy tax liability).
• Net shares received: 770.
• Footnotes: incentive units are contingent rights to one share each, require no payment upon vesting, are economically equivalent to Class A shares, and (per filing) vest in two equal annual installments beginning Feb 15, 2027.
• Shares owned after the transaction are not specified in the provided extract; see the full Form 4 for total holdings.

Context

• This was not an open‑market sale but a conversion of incentive units with shares withheld to cover taxes — a routine, non‑market transaction that does not necessarily signal a buy/sell view of the stock.
• For retail investors: tax‑withholding dispositions (code F) are common when awards vest or convert; the key takeaway is the CFO ended up with a net 770 additional shares.