Form 4: Executive Gains Shares Post-Merger, Departs Role

Darrell Van Amen, former EVP and Chief Investment Officer, acquired shares of Mechanics Bancorp common stock following the vesting of performance stock units accelerated by the HomeStreet merger.

Summary

• Darrell Van Amen, the former Executive Vice President and Chief Investment Officer, acquired 12,979 shares of Mechanics Bancorp Class A common stock on September 2, 2025.
• The shares were received upon the vesting of performance stock units (PSUs) granted on January 1, 2023 (3,130 shares) and January 1, 2024 (9,849 shares), with no payment of consideration.
• The vesting of these PSUs was accelerated due to the Agreement and Plan of Merger, dated March 28, 2025, between HomeStreet, Inc., HomeStreet Bank, and Mechanics Bank.
• At the effective time of the merger on September 2, 2025, HomeStreet, Inc. was renamed Mechanics Bancorp.
• Following these transactions, Mr. Van Amen directly beneficially owns 92,870 shares of common stock and indirectly owns 3,000 shares through his spouse, Jeanie van Amen.
• Mr. Van Amen resigned as an officer of HomeStreet, Inc. effective September 2, 2025, in accordance with the merger agreement terms, and is no longer subject to Section 16 reporting requirements for this issuer.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The executive successfully vested a significant number of shares, indicating performance targets were met and the merger was completed as planned. While an executive departure is noted, it is explicitly stated as being in accordance with the merger terms, suggesting a planned transition rather than an unexpected negative event.

Positives

• Successful vesting of performance stock units indicates the achievement of certain performance factors by the reporting person.
• The completion of the merger between HomeStreet, Inc. and Mechanics Bank, leading to the formation of Mechanics Bancorp, signifies a strategic milestone.
• The executive received a significant equity payout, aligning his interests with shareholders through stock ownership.

Negatives

• The reporting person, a former EVP and Chief Investment Officer, resigned from his officer position, indicating a change in key management personnel post-merger.

Future Outlook

The reporting person is no longer subject to Section 16 reporting requirements for Mechanics Bancorp, meaning no further Form 4 or Form 5 transactions will be reported by him for this issuer.

Management Comments

• Shares of Issuer Class A common stock were issued to the Reporting Person without payment of any consideration in connection with the vesting of PSU awards granted on January 1, 2023, and January 1, 2024.
• The number of shares issued upon PSU vesting was determined based on the achievement of certain performance factors set forth in the PSU agreements.
• Each outstanding PSU held by the Reporting Person was accelerated at the effective time of the merger on September 2, 2025, entitling the Reporting Person to receive shares of Issuer Class A common stock plus a cash amount for accrued but unpaid dividends.
• The Reporting Person resigned as an officer of HomeStreet, Inc. in accordance with the terms of the Agreement and Plan of Merger, with such resignation effective as of the effective time of the merger on September 2, 2025.

Industry Context

This filing reflects the finalization of an executive's compensation and departure following a significant merger in the financial services sector. Mergers often trigger specific clauses in executive compensation plans, such as accelerated vesting of equity awards, and can lead to changes in leadership structure as the combined entity integrates operations.

Comparison to Industry Standards

• PSU vesting and acceleration due to a merger are standard practices in executive compensation packages across various industries, particularly in financial services during M&A events.
• The structure of the PSU awards, tied to performance factors, aligns with common industry practices designed to incentivize executive performance.
• The resignation of an executive post-merger is a common occurrence as companies streamline management and integrate teams following an acquisition or combination.

Management Changes

Corporate Governance

Related Party Transactions

• Darrell Van Amen indirectly beneficially owns 3,000 shares of common stock through his spouse, Jeanie van Amen.

Stakeholder Impact

• Shareholders: Transparency regarding executive compensation and changes in beneficial ownership post-merger. The departure of a key executive is noted.
• Employees: The merger and subsequent executive changes may impact organizational structure and roles.
• Management: The successful vesting of PSUs and the planned executive departure align with the terms of the merger agreement.

Next Steps

• No further Section 16 filings (Form 4 or Form 5) will be reported by Darrell Van Amen for Mechanics Bancorp, as he is no longer subject to these requirements.

Key Dates

Recommendation

This Form 4 primarily details an executive's stock acquisition due to PSU vesting and subsequent departure following a merger. While the vesting indicates performance achievement and the merger's completion is a strategic event, the filing itself does not provide new fundamental financial data to warrant a strong buy or sell recommendation. It offers transparency on insider activity and a planned executive transition, which are generally neutral to slightly positive signals for the company's stability post-merger. A 'hold' recommendation reflects the lack of new, compelling information to alter an existing investment thesis based solely on this filing.

Keywords

Mechanics Bancorp, MCHB, Form 4, insider transaction, performance stock units, PSU vesting, merger, executive compensation, Darrell Van Amen, HomeStreet Inc.