Shields Kristie S 4

What Happened
Kristie S. Shields, EVP & Chief Compliance Counsel of Mechanics Bancorp (MCHB), had incentive units vest and converted into 8,274 shares on Feb 15, 2026 (recorded as derivative exercises). To satisfy tax withholding, 3,409 of those shares were surrendered at $15.37 per share (total ≈ $52,396). The incentive units required no cash payment on vesting (exercise price $0), leaving a net delivery to Shields of about 4,865 shares.

Key Details

• Transaction date: February 15, 2026. Filing date: February 18, 2026.
• Conversion/exercise entries (code M): 3,398; 1,961; and 2,915 incentive units → total 8,274 units converted to shares. Exercise price: $0.00 (units vested without cash payment).
• Tax withholding (code F): 1,400, 808, and 1,201 shares withheld at $15.37 each, totaling ~$21,518 + $12,419 + $18,459 = ~$52,396. Total shares withheld = 3,409.
• Net shares delivered to insider after withholding: 8,274 − 3,409 = 4,865 shares.
• Shares owned after the transaction: Not specified in the filing.
• Relevant footnotes from the filing:
  • Incentive units represent contingent rights to receive Class A common stock and do not require payment upon vesting (F1, F2).
  • All shares associated with this vesting have vested as of Feb 15, 2026 (F3).
  • Other incentive units (if any) have future vesting schedules noted (F4, F5).

Context

• This was an exercise/conversion of vested incentive units (derivative event) with shares withheld to satisfy tax obligations — effectively a "cashless" settlement of tax withholding, not an open-market sale for cash. The filing shows disposition of shares only for tax withholding, not a market sale.
• For retail investors: exercises and vested awards are common compensation events and do not necessarily indicate the insider is buying or selling for investment purposes. This filing documents receipt of shares and routine tax withholding.