Shrader Glenn C 4

What Happened
Glenn C. Shrader, Executive Vice President & General Counsel of Mechanics Bancorp (MCHB), had incentive units vest and converted them into 7,197 Class A shares on February 15, 2026 (reported on Form 4). To satisfy tax withholding obligations, 2,965 of those shares were surrendered at $15.37 per share for a total withholding of $45,572, leaving a net 4,232 shares issued to him. The conversions are reported as derivative exercises/conversions (code M) and the share surrenders for taxes are reported under code F.

Key Details

• Transaction date: February 15, 2026; Form 4 filed February 18, 2026 (appears 1 business day late).
• Conversion (M): 7,197 incentive units -> 7,197 Class A shares (no cash paid on vesting).
• Tax withholding (F): 2,965 shares withheld at $15.37/share = $45,572.
• Net shares received: 7,197 − 2,965 = 4,232 shares.
• Shares owned after transaction: not specified in the provided excerpt.
• Footnotes: incentive units are contingent rights to one Class A share and require no payment on vesting (F1/F2); some units vested as of Feb 15, 2026 (F3); other units remain subject to future vesting schedules (F4/F5).

Context
This was a vesting/conversion of incentive units with shares withheld to cover tax liabilities (a common, non-market sale transaction). Transaction codes: M = derivative exercise/conversion; F = payment of exercise price or tax liability (share withholding). Such tax-withholding surrenders are routine and do not necessarily signal a change in the insider’s view of the company. The Form 4 appears to have been filed one business day after the typical 2-business-day reporting window.