Mechanics Bancorp-A 2025年度报告

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended December31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period fromto Commission file number: 001-35424 MECHANICS BANCORP Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregatemarket value of voting common stock held by non-affiliates was approximately $238 million based on a closing price of$13.07 per share of common stock on the Nasdaq Global Select Market on such date. As of March9, 2026, there were 220,274,082 shares of Class A common stock outstanding and 1,114,448 shares of ClassB common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Report, to the extent not set forth herein, is incorporated by reference from theregistrant’s definitive proxy statement relating to the annual meeting of the shareholders to be held in 2026, to be filed withthe Securities and Exchange Commission within 120 days of the end of the fiscal year to which this Report relates. Table of Contents PARTIIITEM5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6.RESERVED 3INTRODUCTORY NOTE4ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS45ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK65ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA68ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE142ITEM9A.CONTROLS AND PROCEDURES142ITEM9B.OTHER INFORMATION143ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS143PARTIII143ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE143ITEM11.EXECUTIVE COMPENSATION144ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS144ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE144ITEM14.PRINCIPAL ACCOUNTANT FEES AND SERVICES144PARTIV145ITEM15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES145ITEM16.FORM 10-K SUMMARY148SIGNATURES149 Introductory Note Presentation of Results - HomeStreet Bank Merger On September 2, 2025, we completed the Merger of HomeStreet Bank, the wholly-owned subsidiary of MechanicsBancorp (formerly known as “HomeStreet, Inc.”) with and into Mechanics Bank, with Mechanics Bank as the survivingbank. Mechanics Bank is