Pelayo Fernando 4

What Happened

• Fernando Pelayo, EVP and Chief Accounting Officer of Mechanics Bancorp (MCHB), converted 2,506 derivative/incentive units into 2,506 shares on Feb 15, 2026. As part of the transaction, 1,032 shares were withheld to cover tax withholding at an average price of $15.37 per share (total ≈ $15,862). The derivative position (2,506 units) was reported as disposed (converted) in the filing. No cash purchase was made for the converted shares (exercise price reported as $0 / N/A).

Key Details

• Transaction date: 2026-02-15; Form 4 filed: 2026-02-18 (three calendar days later — appears to be one business day past the standard two-business-day Form 4 deadline).
• Conversion: 2,506 incentive units → 2,506 Class A common shares (reported as derivative exercise/conversion, code M).
• Withholding/tax payment: 1,032 shares withheld at $15.37 each for tax liability, total ≈ $15,862 (code F).
• Net new shares retained by insider (based on filing lines): 2,506 acquired − 1,032 withheld = 1,474 net shares added.
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes from the filing:
  • Each incentive unit is a contingent right to receive one share and does not require payment upon vesting (F1).
  • Each incentive unit is the economic equivalent of one share (F2).
  • The units vest in two equal annual installments beginning Feb 15, 2027 (F3).

Context

• This was not an open-market buy or sale. It appears to be a conversion/vesting event (derivative exercise/conversion) with shares withheld to satisfy tax obligations — a routine administrative step that increases insider shareholdings net of withholding.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding).