株探米国株
日本語 英語
エドガーで原本を確認する
0001518715false00015187152025-10-302025-10-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K  
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 30, 2025
________________________________ 
MECHANICS BANCORP
________________________________ 
(Exact name of registrant as specified in its charter)
California   001-35424   91-0186600
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
1111 Civic Drive, Walnut Creek, CA 94596
(Address of principal executive offices) (Zip Code)
(925) 482-8000
(Registrant’s telephone number, including area code) 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, No Par Value MCHB The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Act or Rule 12b-2 of the Exchange Act.
Emerging growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02    Results of Operations and Financial Condition
On October 30, 2025, Mechanics Bancorp. issued a press release reporting results of operations for the third quarter of 2025. A copy of the earnings release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. This information (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended.


Item 9.01    Financial Statements and Exhibits
(d)    Exhibits.
Exhibit 99.1
Exhibit 104 Cover Page Interactive Data File (embedded within with Inline XBRL)
2


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 30, 2025
MECHANICS BANCORP
By:   /s/ Nathan Duda
  Nathan Duda
  Executive Vice President and Chief Financial Officer
3
EX-99.1 2 a3q2025earningsrelease.htm EX-99.1 Q3 2025 EARNINGS RELEASE Document



mechanicsbancorplogoa.jpg
Mechanics Bancorp Reports Third Quarter 2025 Results Following Completion of Merger with HomeStreet Bank

Third Quarter Highlights
$22.7 billion
Total Assets
$55.2 million
Net Income
13.42%
CET1 Ratio(1)
$12.54
Book Value Per Share
$7.73
Tangible Book Value Per Share(2)

Walnut Creek, CA –October 30, 2025 – (BUSINESS WIRE) – Mechanics Bancorp (Nasdaq: MCHB) (“Mechanics”), the financial holding company of Mechanics Bank, today announced its financial results for the quarter ended September 30, 2025. Mechanics reported net income to common shareholders of $55.2 million, or $0.25 per diluted share, for the third quarter of 2025, compared to $42.5 million, or $0.20 per diluted share, for the second quarter of 2025. Mechanics’ financial results for the third quarter were materially impacted by its merger with HomeStreet, Inc. (“HomeStreet”), which was completed on September 2, 2025. Refer to “Presentation of Results – HomeStreet Bank Merger” below for additional information about the presentation of the financial statements following the merger.

C.J. Johnson, President and CEO of Mechanics, said, “We are pleased to close our acquisition of HomeStreet and create the premier West Coast community bank. This transaction was financially and strategically compelling and we are excited to add the attractive markets of Washington, Oregon and Hawaii to our unique California franchise. Mechanics Bank has been a pillar of financial strength since 1905 and I’m excited for what the future has in store for our Company.”
Third Quarter 2025 Highlights:
•Total assets increased $6.1 billion to $22.7 billion and total loans increased $5.3 billion from the prior quarter, resulting in a loans-to-deposits ratio of 75%.
•Total deposits increased $5.5 billion to $19.5 billion, an increase of 39% from the prior quarter, and noninterest-bearing deposits increased $1.3 billion to $6.7 billion, an increase of 24% from the prior quarter.
•Total cost of deposits was 1.45% for the quarter and 1.53% for the month of September 30, 2025.
•Strong capital ratios(1), including an estimated 15.59% Total risk-based capital ratio, 13.42% Tier 1 capital ratio, 13.42% CET1 capital ratio and 10.33% Tier 1 leverage ratio.
•Allowance for credit losses (“ACL”) to total loans of 1.16%, up from 0.74% at the prior quarter-end after a provision for credit losses on loans of $46.1 million, which includes a $20.2 million initial provision related to non-purchased credit deteriorated (“non-PCD”) loan balances.
(1) Regulatory capital ratios at September 30, 2025 are preliminary.
(2) Non-GAAP measure. Refer to section “Non-GAAP Financial Measures and Reconciliations” below.

1




•No wholesale funding, as all HomeStreet FHLB borrowings and brokered deposits have been paid off.
•Preliminary bargain purchase gain recognized of $90.4 million on the HomeStreet merger.
•Non-recurring acquisition and integration costs of $63.9 million.

Presentation of Results – HomeStreet Bank Merger

On September 2, 2025, the merger of HomeStreet Bank, the wholly owned subsidiary of Mechanics Bancorp (formerly known as HomeStreet, Inc.) with and into Mechanics Bank, was completed. Mechanics Bank is the accounting acquirer (legal acquiree), HomeStreet Bank is the accounting acquiree and Mechanics Bancorp is the legal acquirer. Mechanics’ financial results for all periods ended prior to September 2, 2025 reflect Mechanics Bank’s historical financial results on a standalone basis. In addition, Mechanics’ reported financial results for the quarter and nine months ended September 30, 2025 reflect Mechanics Bank’s financial results on a standalone basis until the closing of the merger on September 2, 2025 and results of the combined company for September 2, 2025 through September 30, 2025. The number of shares issued and outstanding, earnings per share, and all references to share quantities or metrics of Mechanics have been retrospectively restated to reflect the equivalent number of shares issued in the merger since the merger was accounted for as a reverse acquisition. As the accounting acquirer, Mechanics Bank remeasured the identifiable assets acquired and liabilities assumed in the merger as of September 2, 2025 at their acquisition date fair values. The estimates of fair value were recorded based on initial valuations at the merger date. These estimates are considered preliminary as of September 30, 2025, are subject to change for up to one year after the merger date, and any changes could be material.

2




INCOME STATEMENT HIGHLIGHTS

Summary Income Statement
Quarter Ended Nine Months Ended
(in thousands) September 30,
2025
June 30,
2025
September 30,
2024
September 30,
2025
September 30,
2024
Total interest income $ 204,888  $ 178,153  $ 192,119  $ 556,626  $ 558,866 
Total interest expense 59,218  48,024  61,149  152,373  168,097 
Net interest income 145,670  130,129  130,970  404,253  390,769 
Provision (reversal of provision) for credit losses on loans and leases 46,058  357  6,730  42,663  2,684 
Provision (reversal of provision) for credit losses on unfunded lending commitments 960  (725) 13  329  517 
Total provision (reversal of provision) for credit losses 47,018  (368) 6,743  42,992  3,201 
Net gain (loss) on sale of investment securities 155  4,137  —  4,292  (207,203)
Bargain purchase gain 90,363  —  —  90,363  — 
Other noninterest income 19,260  15,488  16,904  49,729  49,548 
Total noninterest income (loss) 109,778  19,625  16,904  144,384  (157,655)
Acquisition and integration costs 63,869  5,639  —  69,858  — 
Other noninterest expense 99,460  85,441  85,651  270,189  261,410 
Total noninterest expense 163,329  91,080  85,651  340,047  261,410 
Income (loss) before provision for income tax expense 45,101  59,042  55,480  165,598  (31,497)
Provision for income taxes (10,060) 16,557  15,536  24,161  (8,833)
Net income (loss) $ 55,161  $ 42,485  $ 39,944  $ 141,437  $ (22,664)

Net Interest Income

Net interest income in the third quarter of 2025 was $15.5 million higher than the second quarter of 2025 primarily as a result of the merger with HomeStreet Bank in September 2025. Mechanics’ net interest margin decreased from 3.44% to 3.36%. The decrease in the net interest margin was primarily due to the deposits and long-term debt acquired from HomeStreet and non-recurring interest recoveries recognized in the second quarter.

Nathan Duda, EVP and Chief Financial Officer of Mechanics, commented, “The legacy HomeStreet assets and liabilities have been fully marked to current market rates as of the merger date, which will provide accretion in interest income in addition to the contractual rates on the loans acquired.”

Provision for Credit Losses

The provision for credit losses in the third quarter of 2025, which consists of the provision for credit losses on loans and provision for unfunded commitments, was $47.0 million. The increase in provision for the third quarter of 2025 was primarily driven by reserves established on non-PCD acquired loans from HomeStreet and updates to ACL factors that were driven by a re-evaluation of future economic conditions and interest rate repricing risk.



3




Noninterest Income

Noninterest income in the third quarter of 2025 increased from the second quarter of 2025 primarily due to the bargain purchase gain of $90.4 million recognized on the HomeStreet merger.

Nathan Duda added, “Bargain purchase gains are rare and only occur in unique circumstances. The bargain purchase gain reflects the fair value of the net assets acquired less the consideration paid.”

Noninterest Expense

Noninterest expense increased $72.2 million in the third quarter of 2025 compared to the second quarter of 2025, primarily due to non-recurring acquisition and integration related costs of $63.9 million and increases in salaries and employee benefits expense.

C.J. Johnson said, “Mechanics has already incurred a significant amount of our estimated restructuring charges related to the merger and these one-time expenses will decrease materially moving forward.”

Income Taxes

Our effective tax rate during the third quarter of 2025 was (22.3)% as compared to 28.0% in the second quarter of 2025. The $90.4 million bargain purchase gain from the merger with HomeStreet was an after-tax item. Excluding the bargain purchase gain,we would have recorded a pre-tax loss of $45.3 million, which was the primary reason for the negative effective tax rate.

BALANCE SHEET HIGHLIGHTS
Selected Balance Sheet Items
 
(in thousands) September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Cash and cash equivalents $ 1,442,647  $ 2,078,960  $ 798,309  $ 999,711  $ 1,178,161 
Trading securities 50,357  —  —  —  — 
Securities available-for-sale 3,490,478  2,562,438  3,586,322  3,065,251  2,709,754 
Securities held-to-maturity 1,363,636  1,391,211  1,416,914  1,440,494  1,464,775 
Loans held for investment (before ACL) 14,568,795  9,239,834  9,416,024  9,643,497  9,924,444 
Total assets 22,708,820  16,571,173  16,540,317  16,490,112  16,602,757 
Noninterest-bearing demand deposits $ 6,748,479  $ 5,453,890  $ 5,495,994  $ 5,616,116  $ 5,595,703 
Total deposits 19,452,819  13,968,863  13,986,226  13,941,804  14,108,506 
Long-term debt 190,123  —  —  —  7,245 
Total liabilities 19,934,686  14,154,556  14,166,227  14,188,244  14,303,493 
Total shareholders’ equity 2,774,134  2,416,617  2,374,090  2,301,868  2,299,264 


Investment Securities

Trading securities totaled $50.4 million at September 30, 2025 and were acquired in the HomeStreet merger. Securities held-to-maturity decreased by $27.6 million in the third quarter and totaled $1.4 billion at September 30, 2025. Securities available-for-sale increased by $928.0 million during the third quarter to $3.5 billion at September 30, 2025. The net increase in investment securities was primarily due to securities acquired in the HomeStreet merger.
4






Loans

Total loans and leases at September 30, 2025 were $14.6 billion, up $5.3 billion from $9.2 billion at June 30, 2025, due primarily to the addition of $5.6 billion of legacy HomeStreet Bank loans recorded at fair value.

Deposits

Total deposits increased by $5.5 billion during the third quarter of 2025 to $19.5 billion at September 30, 2025, due primarily to balances acquired in the merger.

Noninterest-bearing accounts totaled $6.7 billion and represented 35% of total deposits at September 30, 2025, compared to $5.5 billion, or 39% of total deposits, at June 30, 2025. Noninterest-bearing deposit balances increased in the quarter primarily due to balances acquired in the merger.

Insured deposits of $12.8 billion represented 66% of total deposits at September 30, 2025, compared to insured deposits of $7.6 billion, or 55% of total deposits at June 30, 2025.

Borrowings
Total borrowings were $190.1 million at September 30, 2025, representing subordinated notes, senior notes and trust preferred debt acquired in the merger.

Equity
During the third quarter 2025, total shareholders’ equity increased by $357.5 million to $2.8 billion and tangible common equity (1) increased by $247.6 million to $1.8 billion at September 30, 2025. The increase in total shareholders’ equity for the third quarter resulted from Mechanics Bancorp shares issued as merger consideration, and net income in the third quarter of 2025.

At September 30, 2025, book value per common share increased to $12.54, compared to $11.96 at June 30, 2025. The linked-quarter change in book value per share reflects Mechanics Bancorp shares issued as merger consideration. Tangible book value per common share (1) increased to $7.73, compared to $7.26 at June 30, 2025, mainly as a result of Mechanics Bancorp shares issued as merger consideration, combined with $108.3 million of intangibles added as part of the merger.

(1)Non-GAAP measure. Refer to section “Non-GAAP Financial Measures and Reconciliations” below.

5




CAPITAL AND LIQUIDITY

Capital ratios remain strong with Total risk-based capital at 15.59% and a Tier 1 leverage ratio of 10.33% at September 30, 2025. The following table presents our regulatory capital ratios as of the dates indicated:

September 30, 2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Mechanics Bancorp (1),(2)
Tier 1 leverage capital (to average assets) 10.33  % n/a n/a n/a n/a
Common equity Tier 1 capital (to risk-weighted assets) 13.42  % n/a n/a n/a n/a
Tier 1 risk-based capital (to risk-weighted assets) 13.42  % n/a n/a n/a n/a
Total risk-based capital (to risk-weighted assets) 15.59  % n/a n/a n/a n/a
Mechanics Bank (1)
Tier 1 leverage capital (to average assets) 11.46  % 10.16  % 9.91  % 9.66  % 8.93  %
Common equity Tier 1 capital (to risk-weighted assets) 14.87  % 18.27  % 16.89  % 16.14  % 15.29  %
Tier 1 risk-based capital (to risk-weighted assets) 14.87  % 18.27  % 16.89  % 16.14  % 15.29  %
Total risk-based capital (to risk-weighted assets) 16.13  % 19.10  % 17.77  % 17.14  % 16.42  %

(1)On September 2, 2025, HomeStreet Bank merged with and into Mechanics Bank, with Mechanics Bank surviving the merger and becoming a wholly-owned subsidiary of Mechanics Bancorp. As a result, for periods prior to September 30, 2025, regulatory capital ratios are only presented for Mechanics Bank.
(2)Regulatory capital ratios at September 30, 2025 are preliminary.

At September 30, 2025, Mechanics had available borrowing capacity of $3.8 billion from the FHLB, $4.0 billion from the FRBSF and $5.3 billion under borrowing lines established with other financial institutions.

Nathan Duda commented, “Mechanics Bank’s deposit base permits the Bank to be core funded without wholesale funding. We have already paid down the acquired HomeStreet FHLB advances, and our borrowing capacity with the FHLB will increase in the fourth quarter when the legacy HomeStreet loans are pledged.”


6




CREDIT QUALITY

Asset Quality Information and Ratios

(dollars in thousands) September 30, 2025 June 30,
2025
March 31,
2025
December 31, 2024 September 30,
2024
Delinquent loans held for investment:
30-89 days past due $ 55,883  $ 106,710  $ 100,225  $ 91,337  $ 107,460 
90+ days past due 38,316  10,660  5,248  6,082  6,314 
Total delinquent loans $ 94,199  $ 117,370  $ 105,473  $ 97,419  $ 113,774 
Total delinquent loans to loans held for investment 0.65  % 1.27  % 1.12  % 1.01  % 1.15  %
Nonperforming assets
Nonaccrual loans $ 60,586  $ 18,606  $ 9,905  $ 10,693  $ 11,642 
90+ days past due and accruing 2,653  717  211  211  214 
Total nonperforming loans 63,239  19,323  10,116  10,904  11,856 
Foreclosed assets 1,675  —  13,400  15,600  17,882 
Total nonperforming assets $ 64,914  $ 19,323  $ 23,516  $ 26,504  $ 29,738 
Allowance for credit losses on loans and leases $ 168,959  $ 68,334  $ 75,515  $ 88,558  $ 103,481 
Allowance for credit losses on loans and leases to total loans and leases held for investment 1.16  % 0.74  % 0.80  % 0.92  % 1.04  %
Allowance for credit losses on loans and leases to nonaccrual loans 278.88  % 367.27  % 762.38  % 828.22  % 888.88  %
Nonaccrual loans to total loans and leases held for investment 0.42  % 0.20  % 0.11  % 0.11  % 0.12  %
Nonperforming assets to total assets 0.29  % 0.12  % 0.14  % 0.16  % 0.18  %
At September 30, 2025, total delinquent loans and leases were $94.2 million, compared to $117.4 million at June 30, 2025. The decrease was primarily due to decreases in the auto loan portfolio and loans that improved to current status during the third quarter. Total delinquent loans and leases as a percentage of total loans and leases declined to 0.65% at September 30, 2025, as compared to 1.27% at June 30, 2025.

At September 30, 2025, nonperforming assets were $64.9 million, compared to $19.3 million at June 30, 2025. The increase was mostly due to nonperforming loans and leases and foreclosed assets acquired from legacy HomeStreet Bank. Nonperforming assets as a percentage of total assets increased to 0.29% at September 30, 2025 as compared to 0.12% at June 30, 2025.

7




Allowance for Credit Losses
  Quarter Ended Nine Months Ended
(dollars in thousands) September 30,
2025
June 30,
2025
September 30,
2024
September 30, 2025 September 30, 2024
Allowance for credit losses on loans and leases:
Beginning balance $ 68,334  $ 75,515  $ 108,021  $ 88,558  $ 133,778 
Initial allowance on acquired PCD loans 63,494  —  —  63,494  — 
Provision (reversal of provision) for credit losses 46,058  357  6,730  42,663  2,684 
Loans charged off (12,803) (9,949) (14,572) (34,969) (46,034)
Recoveries 3,876  2,411  3,302  9,213  13,053 
Ending balance $ 168,959  $ 68,334  $ 103,481  $ 168,959  $ 103,481 
Allowance for credit losses on unfunded lending commitments:
Beginning balance $ 3,735  $ 4,460  $ 4,818  $ 4,366  $ 4,314 
Initial allowance on acquired loans 3,736  —  —  3,736  — 
Provision (reversal of provision) for credit losses 960  (725) 13  329  517 
Ending balance $ 8,431  $ 3,735  $ 4,831  $ 8,431  $ 4,831 
Net charge-offs to average loans (1)
0.32% 0.32% 0.45% 0.35% 0.43%
(1) Ratios are annualized.

The allowance for credit losses on loans totaled $169.0 million, or 1.16% of total loans at September 30, 2025, compared to $68.3 million, or 0.74% of total loans at June 30, 2025. The increase in the allowance includes the addition of $63.5 million related to legacy HomeStreet Bank’s PCD loans booked at the merger’s close, which did not flow through the income statement. The ACL provision for the third quarter was $46.1 million, which includes an initial provision of $20.2 million for the acquired HomeStreet Bank’s non-PCD loans.


Conference Call

The Company will host a conference call and webcast to discuss its third quarter 2025 financial results at 11:00 a.m. Eastern Time (ET) on Friday, October 31, 2025. Investors and analysts interested in participating in the call are invited to dial 1-833-470-1428 (international callers please dial 1-646-844-6383) and use access code 320554 approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available on the Company’s website at https://ir.mechanicsbank.com. The earnings presentation for the call will also be available on the Company’s Investor Relations website prior to the call.

A replay of the conference call will be available within two hours of the conclusion of the call and can be accessed through the News & Events tab of the Company’s website as well as by dialing 1-866-813-9403 (international callers please dial 1-929-458-6194). The pin to access the telephone replay is 352137. The replay will be available until 11:59 p.m. (Eastern Time) on November 7, 2025.


About Mechanics Bancorp

Mechanics Bancorp (NASDAQ: MCHB) is headquartered in Walnut Creek, Calif., and is the financial holding company of Mechanics Bank, a full-service bank with $22.7 billion in assets and 166 branches across California, Oregon, Washington and Hawaii. Founded in 1905 to help families, businesses and communities prosper, Mechanics Bank offers a wide range of products and services in consumer and business banking, commercial lending, cash management services, private banking, and comprehensive wealth management and trust services.
8





Learn more at www.MechanicsBank.com.

Cautionary Note

The information contained herein is preliminary and based on Company data available at the time of this earnings release. It speaks only as of the particular date or dates included in the earnings release. Except as required by law, Mechanics does not undertake an obligation to, and disclaims any duty to, update any of the information herein.

Forward-Looking Statements

This earnings release, including information incorporated by reference herein, contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, contained or incorporated by reference in this earnings release, including statements regarding our plans, objectives, expectations, strategies, beliefs, or future performance or events, are forward-looking statements. Generally, forward-looking statements include the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “look,” “may,” “optimistic,” “plan,” “potential,” “projection,” “should,” “will,” and “would” and similar expressions (or the negative of these terms), although not all forward-looking statements contain these identifying words. These statements are subject to known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time, many of which may be beyond our control. Our future performance and actual results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements should not be relied upon as a prediction of actual results.

We caution readers that actual results may differ materially from those expressed in or implied by the Company’s forward-looking statements. Other important factors could affect the Company’s future results from those expressed or implied in any forward-looking statements include, but are not limited to:

•the ability to achieve expected cost savings, synergies and other financial benefits from the merger within the expected time frames and costs or difficulties relating to integration matters being greater than expected;
•the diversion of management time from core banking functions due to integration-related matters;
•changes in the interest rate environment and in expectation of reduction in short-term interest rates;
•changes in the U.S. and global economies, including business disruptions, reductions in employment, inflationary pressures and an increase in business failures, specifically among our customers, and global trade disputes, including the imposition of tariffs by the U.S. and countermeasures by foreign governments;
•our ability to control operating costs and expenses;
•our ability to attract and retain key members of our senior management team;
•changes in deposit flows, loan demand or real estate values may adversely affect our business;
•increases in competitive pressure among financial institutions or from non-financial institutions;
•our ability to obtain regulatory approvals or non-objection to take various capital actions, including the payment of dividends by us or the Bank;
•our credit quality and the effect of credit quality on our credit losses expense and allowance for credit losses and impact the adequacy of our allowance for credit losses;
•changes in accounting principles, policies or guidelines may cause our financial condition to be perceived or interpreted differently;
•legislative or regulatory changes that may adversely affect our business or financial condition, including, without limitation, changes in corporate and/or individual income tax laws and policies, changes in privacy laws, and changes in regulatory capital or other rules, and the availability of resources to address or respond to such changes;
9




•general economic conditions, either nationally or locally in some or all areas in which we conduct business, or conditions in the securities markets or banking industry;
•technological changes may be more difficult or more expensive than what we anticipate;
•a failure in or breach of our operational or security systems or information technology infrastructure, or those of our third-party providers and vendors, including due to cyber-attacks;
•success or consummation of new business initiatives may be more difficult or expensive than what we anticipate;
•staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; and
•the potential for litigation, investigations or other matters before regulatory agencies.

A discussion of the factors, risks and uncertainties that could affect our financial results, business goals and operational and financial objectives is also contained in the Risk Factors included on Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 2, 2025. We strongly recommend readers review those disclosures in conjunction with the discussions herein. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.

Forward-looking statements in this earnings release are based on management’s expectations at the time such statements are made and speak only as of the date made. The Company does not assume any obligation or undertake to update any forward-looking statements after the date of this earnings release as a result of new information, future events or developments, except as required by federal securities or other applicable laws, although the Company may do so from time to time. All future written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect the Company.




Investor Relations Inquiries:

Contact:    Mechanics Bancorp
Nathan Duda
Executive Vice President and Chief Financial Officer
ir@mechanicsbank.com


10




CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share data) September 30, 2025 June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
ASSETS
Cash and cash equivalents $ 1,442,647  $ 2,078,960  $ 798,309  $ 999,711  $ 1,178,161 
Trading securities 50,357  —  —  —  — 
Securities available-for-sale 3,490,478  2,562,438  3,586,322  3,065,251  2,709,754 
Securities held-to-maturity 1,363,636  1,391,211  1,416,914  1,440,494  1,464,775 
Loans held for sale 54,985  415  219  543  504 
Loan and lease receivables 14,568,795  9,239,834  9,416,024  9,643,497  9,924,444 
Allowance for credit losses on loans and leases (168,959) (68,334) (75,515) (88,558) (103,481)
Net loan and lease receivables 14,399,836  9,171,500  9,340,509  9,554,939  9,820,963 
Mortgage servicing rights 88,595  —  —  —  — 
Other real estate owned 1,675  —  13,400  15,600  17,882 
Federal Home Loan Bank stock, at cost 17,294  17,250  17,250  17,250  17,250 
Premises and equipment, net 143,917  114,715  115,509  117,362  117,291 
Bank-owned life insurance 169,163  84,786  84,300  83,741  83,968 
Goodwill 843,305  843,305  843,305  843,305  843,305 
Other intangible assets, net 143,264  33,309  35,975  38,744  41,491 
Right-of-use asset 85,657  56,696  56,268  53,545  55,263 
Interest receivable and other assets 414,011  216,588  232,037  259,627  252,150 
TOTAL ASSETS $ 22,708,820  $ 16,571,173  $ 16,540,317  $ 16,490,112  $ 16,602,757 
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Noninterest-bearing demand deposits $ 6,748,479  $ 5,453,890  $ 5,495,994  $ 5,616,116  $ 5,595,703 
Interest-bearing transaction accounts 7,918,670  6,359,590  6,357,909  6,138,909  6,193,735 
Savings and time deposits 4,785,670  2,155,383  2,132,323  2,186,779  2,319,068 
Total deposits 19,452,819  13,968,863  13,986,226  13,941,804  14,108,506 
Long-term debt 190,123  —  —  —  7,245 
Operating lease liability 90,796  59,233  58,914  56,094  57,785 
Interest payable and other liabilities 200,948  126,460  121,087  190,346  129,957 
TOTAL LIABILITIES 19,934,686  14,154,556  14,166,227  14,188,244  14,303,493 
SHAREHOLDERS’ EQUITY
Common stock 2,401,989  2,122,374  2,122,117  2,122,117  2,122,117 
Retained earnings 380,954  325,793  283,308  239,517  187,854 
Accumulated other comprehensive income (loss), net of tax (8,809) (31,550) (31,335) (59,766) (10,707)
TOTAL SHAREHOLDERS’ EQUITY 2,774,134  2,416,617  2,374,090  2,301,868  2,299,264 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 22,708,820  $ 16,571,173  $ 16,540,317  $ 16,490,112  $ 16,602,757 
Common shares outstanding-Class A and B 221,203,135 202,015,832 201,999,328 201,999,328 201,999,328

11




CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
Quarter Ended Nine Months Ended
(in thousands, except share and per share data) September 30, 2025 June 30,
2025
September 30, 2024 September 30, 2025 September 30, 2024
INTEREST INCOME
Loans and leases interest and fees $ 141,773  $ 120,116  $ 130,830  $ 379,681  $ 404,010 
Investment securities 40,266  42,013  37,060  129,864  91,238 
Interest-bearing cash and other 22,849  16,024  24,229  47,081  63,618 
Total interest income 204,888  178,153  192,119  556,626  558,866 
INTEREST EXPENSE
Deposits 57,496  48,024  52,408  150,651  140,859 
Borrowed funds 124  —  8,607  124  26,428 
Long-term debt 1,598  —  134  1,598  810 
Total interest expense 59,218  48,024  61,149  152,373  168,097 
Net interest income 145,670  130,129  130,970  404,253  390,769 
Provision (reversal of provision) for credit losses on loans and leases 46,058  357  6,730  42,663  2,684 
Provision (reversal of provision) for credit losses on unfunded lending commitments 960  (725) 13  329  517 
Net interest income after provision for credit losses 98,652  130,497  124,227  361,261  387,568 
NONINTEREST INCOME
Service charges on deposit accounts 5,875  5,492  6,007  16,861  17,854 
Trust fees and commissions 3,117  3,216  3,176  9,452  8,841 
ATM network fee income 3,425  3,040  3,109  9,353  9,084 
Loan servicing income 680  168  202  1,025  786 
Net gain (loss) on sale of investment securities 155  4,137  —  4,292  (207,203)
Income from bank-owned life insurance 2,120  502  1,010  3,149  2,144 
Bargain purchase gain 90,363  —  —  90,363  — 
Other 4,043  3,070  3,400  9,889  10,839 
Total noninterest income (loss) 109,778  19,625  16,904  144,384  (157,655)
NONINTEREST EXPENSE
Salaries and employee benefits 54,168  47,734  47,072  150,753  147,717 
Occupancy 9,566  8,337  8,028  25,875  24,113 
Equipment 7,288  6,288  5,807  19,445  17,643 
Professional services 5,560  5,907  7,091  16,383  15,398 
FDIC assessments and regulatory fees 2,722  2,213  2,917  7,148  8,679 
Amortization of intangible assets 4,251  2,666  3,302  9,655  10,705 
Data processing 3,315  2,200  2,294  6,865  6,734 
Loan related 4,439  3,220  1,577  9,236  5,416 
Marketing and advertising 680  744  963  2,008  2,603 
Other real estate owned related (103) 104  201  2,685  1,888 
Acquisition and integration costs 63,869  5,639  —  69,858  — 
Other 7,574  6,028  6,399  20,136  20,514 
Total noninterest expense 163,329  91,080  85,651  340,047  261,410 
Income (loss) before provision for income tax expense 45,101  59,042  55,480  165,598  (31,497)
PROVISION FOR INCOME TAXES (10,060) 16,557  15,536  24,161  (8,833)
NET INCOME (LOSS) $ 55,161  $ 42,485  $ 39,944  $ 141,437  $ (22,664)
Basic earnings per share
Class A common stock $ 0.25  $ 0.20  $ 0.19  $ 0.66  $ (0.11)
Class B common stock $ 2.53  $ 2.00  1.88  $ 6.60  $ (1.07)
Diluted earnings per share
Class A common stock $ 0.25  $ 0.20  $ 0.19  $ 0.66  $ (0.11)
Class B common stock $ 2.53  $ 2.00  $ 1.88  $ 6.60  $ (1.07)
Basic weighted-average shares outstanding
Class A common stock 207,189,764 200,893,223 200,884,880 203,012,384 200,876,688
Class B common stock 1,114,448 1,114,448 1,114,448 1,114,448 1,114,448
Diluted weighted-average shares outstanding
Class A common stock 207,277,786 200,952,643 200,977,311 203,081,443 200,988,925
Class B common stock 1,114,448 1,114,448 1,114,448 1,114,448 1,114,448
12




LOANS HELD FOR INVESTMENT
(in thousands) September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Commercial and industrial $ 547,311  $ 280,551  $ 352,267  $ 410,040  $ 416,407 
Commercial real estate
Multifamily 5,448,374  2,826,750  2,833,328  2,794,581  2,808,199 
Non-owner occupied 1,864,040  1,551,617  1,618,001  1,657,597  1,713,472 
Owner occupied 709,239  323,419  341,446  360,100  367,111 
Construction and land development 535,776  135,013  119,089  104,430  108,965 
Residential real estate 3,907,101  2,438,271  2,336,268  2,280,963  2,221,038 
Auto 954,615  1,147,967  1,363,084  1,596,935  1,841,062 
Other consumer 602,339  536,246  452,541  438,851  448,190 
Total LHFI $ 14,568,795  $ 9,239,834  $ 9,416,024  $ 9,643,497  $ 9,924,444 

COMPOSITION OF DEPOSITS
(in thousands) September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Deposits by product:
Noninterest-bearing demand deposits $ 6,748,479  $ 5,453,890  $ 5,495,994  $ 5,616,116  $ 5,595,703 
Interest-bearing:
Interest-bearing demand deposits 1,733,215  1,331,785  1,384,081  1,435,266  1,417,938 
Savings 1,398,430  1,173,943  1,201,988  1,216,900  1,247,408 
Money market 6,185,455  5,027,805  4,973,828  4,703,643  4,775,797 
Certificates of deposit 3,387,240  981,440  930,335  969,879  1,071,660 
Total interest-bearing deposits 12,704,340  8,514,973  8,490,232  8,325,688  8,512,803 
Total deposits $ 19,452,819  $ 13,968,863  $ 13,986,226  $ 13,941,804  $ 14,108,506 
13





SUMMARY FINANCIAL DATA
  Quarter Ended Nine Months Ended
September 30, 2025 June 30,
2025
September 30, 2024 September 30, 2025 September 30, 2024
Select Performance Ratios:
Return on average equity (1)
8.61  % 7.15  % 6.99  % 7.81  % (1.35) %
Return on average tangible equity (1), (2)
14.17  % 11.82  % 12.13  % 12.96  % (1.48) %
Return on average assets (1)
1.18  % 1.03  % 0.92  % 1.10  % (0.18) %
Efficiency ratio
63.9  % 60.8  % 57.9  % 62.0  % 112.1  %
Efficiency ratio (non-GAAP) (2)
62.3  % 59.0  % 55.7  % 60.2  % 107.6  %
Net interest margin (1)
3.36  % 3.44  % 3.28  % 3.41  % 3.29  %

  As of
September 30, 2025 June 30,
2025
March 31,
2025
December 31, 2024 September 30, 2024
Other data:
Book value per share $ 12.54  $ 11.96  $ 11.75  $ 11.40  $ 11.38 
Tangible book value per share (2)
$ 7.73  $ 7.26  $ 7.05  $ 6.70  $ 6.67 
Common equity ratio 12.22  % 14.58  % 14.35  % 13.96  % 13.85  %
Tangible common equity ratio (2)
8.23  % 9.81  % 9.54  % 9.10  % 9.00  %
Loans to deposit ratio 74.89  % 66.15  % 67.32  % 69.17  % 70.34  %
Full time equivalent employees 2,036 1,303 1,426 1,439 1,432

(1)Ratios are annualized.
(2)Return on average tangible equity, efficiency ratio, tangible book value per share, and tangible common equity ratio are non-GAAP financial measures. For a reconciliation of these measures to the comparable GAAP financial measure or the computation of the measure, see “Non-GAAP Financial Measures and Reconciliations” below.

14





NET INTEREST MARGIN
Quarter Ended
September 30, 2025 June 30, 2025 September 30, 2024
(dollars in thousands) Average
Balance
Interest Average
Yield/Cost
Average
Balance
Interest Average
Yield/Cost
Average
Balance
Interest Average
Yield/Cost
Assets:
Interest-earning assets:
Cash and cash equivalents $ 1,851,414  $ 19,858  4.26  % $ 1,390,355  $ 14,668  4.23  % $ 1,691,753  $ 22,020  5.18  %
Investment securities 4,248,163  40,266  3.76  % 4,342,666  42,013  3.88  % 4,040,510  37,060  3.65  %
Loans (1)
10,959,795  141,773  5.13  % 9,337,910  120,116  5.16  % 10,032,238  130,830  5.19  %
FHLB Stock and other investments 119,880  2,991  9.90  % 103,468  1,356  5.26  % 100,150  2,209  8.77  %
Total interest-earning assets 17,179,252  204,888  4.73  % 15,174,399  178,153  4.71  % 15,864,651  192,119  4.82  %
Noninterest-earning assets 1,418,197  1,294,772  $ 1,322,435 
Total assets $ 18,597,449  $ 16,469,171  $ 17,187,086 
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand deposits $ 1,480,835  $ 1,196  0.32  % $ 1,344,397  $ 1,045  0.31  % 1,444,564  2,631  0.72  %
Money market and savings 6,701,690  42,382  2.51  % 6,231,772  40,956  2.64  % 5,990,216  41,913  2.78  %
Certificates of deposit 1,758,659  13,918  3.14  % 960,431  6,023  2.52  % 1,055,430  7,864  2.96  %
Total 9,941,184  57,496  2.29  % 8,536,600  48,024  2.26  % 8,490,210  52,408  2.46  %
Borrowings:
Borrowings 10,939  124  4.48  % 13  4.61  % 717,395  8,607  4.77  %
Long-term debt 63,034  1,598  10.06  % —  —  —  % 9,941  134  5.34  %
Total interest-bearing liabilities 10,015,157  59,218  2.35  % 8,536,613  48,024  2.26  % 9,217,546  61,149  2.64  %
Noninterest-bearing liabilities:
Demand deposits (2)
5,823,539  5,355,287  5,480,808 
Other liabilities 216,836  193,089  214,422 
Total liabilities 16,055,532  14,084,989  14,912,776 
Shareholders’ equity 2,541,917  2,384,182  2,274,310 
Total liabilities and shareholders’ equity $ 18,597,449  $ 16,469,171  $ 17,187,086 
Net interest income
$ 145,670  $ 130,129  $ 130,970 
Net interest rate spread 2.38  % 2.45  % 2.18  %
Net interest margin 3.36  % 3.44  % 3.28  %


(1)Includes loans held for sale.
(2)Cost of all deposits, including noninterest-bearing demand deposits, was 1.45%, 1.39% and 1.49% for the quarters ended September 30, 2025, June 30, 2025 and September 30, 2024, respectively.


Nine Months Ended
  September 30, 2025 September 30, 2024
(dollars in thousands) Average
Balance
Interest Average
Yield/Cost
Average
Balance
Interest Average
Yield/Cost
Assets:
Interest-earning assets:
Cash and cash equivalents $ 1,329,525  $ 41,713  4.19  % $ 1,525,600  $ 59,315  5.19  %
Investment securities 4,455,585  129,864  3.90  % 3,914,358  91,238  3.11  %
Loans (1)
9,935,183  379,681  5.11  % 10,312,101  404,010  5.23  %
FHLB Stock and other investments 108,261  5,368  6.63  % 102,545  4,303  5.61  %
Total interest-earning assets 15,828,554  556,626  4.70  % 15,854,604  558,866  4.71  %
Noninterest-earning assets 1,338,126  1,340,551 
Total assets $ 17,166,680  $ 17,195,155 
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand deposits $ 1,409,713  $ 3,539  0.34  % $ 1,503,080  $ 7,602  0.68  %
Money market and savings 6,330,840  121,478  2.57  % 5,775,423  111,971  2.59  %
Certificates of deposit 1,222,456  25,634  2.80  % 1,021,633  21,286  2.78  %
Total 8,963,009  150,651  2.25  % 8,300,136  140,859  2.27  %
Borrowings:
Borrowings 3,691  124  4.48  % 739,058  26,428  4.78  %
Long-term debt 21,242  1,598  10.06  % 19,927  810  5.43  %
Total interest-bearing liabilities 8,987,942  152,373  2.27  % 9,059,121  168,097  2.48  %
Noninterest-bearing liabilities:
Demand deposits (2)
5,541,719  5,687,029 
Other liabilities 215,971  207,811 
Total liabilities 14,745,632  14,953,961 
Shareholders’ equity 2,421,048  2,241,194 
Total liabilities and shareholders’ equity $ 17,166,680  $ 17,195,155 
Net interest income
$ 404,253  $ 390,769 
Net interest spread 2.43  % 2.23  %
Net interest margin 3.41  % 3.29  %

(1)Includes loans held for sale.
(2)Cost of deposits including noninterest-bearing deposits, was 1.39% and 1.35% for the nine months ended September 30, 2025 and 2024, respectively.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

This document contains non-GAAP financial measures of our financial performance, including return on average tangible equity, efficiency ratio, tangible book value per share and tangible common equity ratio. We believe that these non-GAAP financial measures provide useful information because they are used by management to evaluate our operating performance, without the impact of goodwill and other intangible assets. However, these financial measures are not intended to be considered in isolation of or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP and should be viewed in addition to, and not as an alternative to, its GAAP results. The non-GAAP financial measures Mechanics presents may differ from similarly captioned measures presented by other companies.



15




(in thousands, except shares and per share data) Quarter Ended Nine Months Ended
Return on Average Equity and Return on Average Tangible Equity Ref. September 30, 2025 June 30,
2025
September 30, 2024 September 30, 2025 September 30, 2024
Net income (loss) (a) $ 55,161  $ 42,485  $ 39,944  $ 141,437  $ (22,664)
Add: intangibles amortization, net of tax (1)
3,040  1,906  2,361  6,904  7,654 
Net income (loss), excluding the impact of intangible amortization, net of tax (b) $ 58,201  $ 44,391  $ 42,305  $ 148,341  $ (15,010)
Average shareholders’ equity (c) $ 2,541,917  $ 2,384,182  $ 2,274,310  $ 2,421,048  $ 2,241,194 
Less: average goodwill and other intangible assets 912,679  878,190  886,389  890,677  890,120 
Average tangible shareholders' equity (d) $ 1,629,238  $ 1,505,992  $ 1,387,921  $ 1,530,371  $ 1,351,074 
Return on average equity (2)
(a) / (c) 8.61  % 7.15  % 6.99  % 7.81  % (1.35) %
Return on average tangible equity (non-GAAP) (2)
(b) / (d) 14.17  % 11.82  % 12.13  % 12.96  % (1.48) %
(1) Effective tax rate of 28.5% used in computations above.
(2) Ratios are annualized.
Quarter Ended Nine Months Ended
Efficiency Ratio September 30, 2025 June 30,
2025
September 30, 2024 September 30, 2025 September 30, 2024
Noninterest expense (e) $ 163,329  $ 91,080  $ 85,651  $ 340,047  $ 261,410 
Less: intangibles amortization 4,251  2,666  3,302  9,655  10,705 
Noninterest expense, excluding the impact of intangible amortization (f) 159,078  88,414  82,349  330,392  250,705 
Net interest income (g) 145,670  130,129  130,970  404,253  390,769 
Noninterest income (loss) (h) 109,778  19,625  16,904  144,384  (157,655)
Efficiency ratio (e) / (g+h) 63.9  % 60.8  % 57.9  % 62.0  % 112.1  %
Efficiency ratio (non-GAAP) (f) / (g+h) 62.3  % 59.0  % 55.7  % 60.2  % 107.6  %
As of
Book Value per Share and Tangible Book Value per Share September 30, 2025 June 30,
2025
March 31,
2025
December 31, 2024 September 30, 2024
Total shareholders’ equity (i) $ 2,774,134  $ 2,416,617  $ 2,374,090  $ 2,301,868  $ 2,299,264 
Less: goodwill and other intangible assets 986,569  876,614  879,280  882,049  884,796 
Total tangible shareholders’ equity (j) $ 1,787,565  $ 1,540,003  $ 1,494,810  $ 1,419,819  $ 1,414,468 
Common shares outstanding-Class A and B (k) 221,203,135  202,015,832  201,999,328  201,999,328  201,999,328 
Common shares outstanding-Class A 220,088,687  200,901,384  200,884,880  200,884,880  200,884,880 
Common shares outstanding-Class B-adjusted 11,144,480  11,144,480  11,144,480  11,144,480  11,144,480 
Shares outstanding at period end-adjusted (3)
(l) 231,233,167  212,045,864  212,029,360  212,029,360  212,029,360 
Book value per share (i) / (k) $ 12.54  $ 11.96  $ 11.75  $ 11.40  $ 11.38 
Tangible book value per share (non-GAAP)
(j) / (l) $ 7.73  $ 7.26  $ 7.05  $ 6.70  $ 6.67 
(3) Includes 11,144,480 Class A Shares issuable upon the conversion of 1,114,448 Class B Shares outstanding. Class B Shares also are treated as if such share had been converted into ten Class A Shares for purposes of calculating the economic rights of the Class B Shares, including upon liquidation of the Company or the declaration of dividends or distributions by the Company.
As of
Common Equity Ratio and Tangible Common Equity Ratio September 30, 2025 June 30,
2025
March 31,
2025
December 31, 2024 September 30, 2024
Total shareholders’ equity (m) $ 2,774,134  $ 2,416,617  $ 2,374,090  $ 2,301,868  $ 2,299,264 
Less: goodwill and other intangible assets 986,569  876,614  879,280  882,049  884,796 
Total tangible shareholders’ equity (n) $ 1,787,565  $ 1,540,003  $ 1,494,810  $ 1,419,819  $ 1,414,468 
Total assets (o) $ 22,708,820  $ 16,571,173  $ 16,540,317  $ 16,490,112  $ 16,602,757 
Less: goodwill and other intangible assets 986,569  876,614  879,280  882,049  884,796 
Total tangible assets (p) $ 21,722,251  $ 15,694,559  $ 15,661,037  $ 15,608,063  $ 15,717,961 
Common equity ratio (m) / (o) 12.22  % 14.58  % 14.35  % 13.96  % 13.85  %
Tangible common equity ratio (non-GAAP)
(n) / (p) 8.23  % 9.81  % 9.54  % 9.10  % 9.00  %
16