Wilcox Jon R 4

What Happened

• Jon R. Wilcox, a director of Mechanics Bancorp (MCHB), was granted 13,204 shares and received 2,554 derivative/incentive units on 2025-09-02 in connection with a merger. The 13,204 shares have no per-share price listed on the Form 4; using the reported conversion closing price of $13.87 on the merger effective date implies an aggregate value of about $183,000. The 2,554 units are recorded with a $0.00 acquisition price and represent incentive units (derivative securities).

Key Details

• Transaction date: 2025-09-02; Form 4 filed 2026-02-03 (appears late relative to the usual 2-business-day reporting requirement).
• Grants reported: 13,204 shares (award/acquisition, price N/A) and 2,554 derivative/incentive units (acquired at $0.00).
• Implied value: 13,204 × $13.87 (closing price on merger effective date) ≈ $183,140.
• Shares owned after transaction: not specified in the provided excerpt of the Form 4.
• Notable footnotes:
  • The shares were issued in exchange for Mechanics Bank (MB) common stock and MB restricted stock units as part of the merger of HomeStreet Bank into MB (F1).
  • Conversion ratio: each MB voting common share converted into the right to receive 3,301.0920 shares of issuer Class A common stock (F2) — this conversion explains the 13,204 shares (4 MB shares × 3,301.0920 ≈ 13,204).
  • Incentive units are the economic equivalent of shares and the Reporting Person elected to defer payment on such incentive units until retirement/termination or change in control (F3–F4).
  • Footnote F5 notes inclusion of 37 incentive units acquired on Dec 15, 2025 via dividend reinvestment.

Context

• These entries are awards/conversion-related—not open-market purchases or sales—so they reflect corporate restructuring/merger mechanics rather than a director buying or selling shares for investment reasons.
• The 2,554-item is a derivative/deferred incentive position (not an immediate cash purchase); payment is deferred per footnote terms.
• The Form 4 filing date is months after the transaction date, which is later than standard Form 4 timeliness expectations and may reduce the usefulness of the timing signal for investors.