Mechanics Bancorp

None of the warning signs we check for were found.

We look for five warning signs: doubt it can keep going, weak checks on its own accounts, a notice that its past accounts can't be relied on, a change of auditor, and one customer bringing in a big share of sales. We don't check lawsuits, investigations or debt yet.

We checked the auditor's report, internal controls, restatement notices, auditor changes and big customers in the 10-K filed 17 Mar 2026, plus the 10-Q filed 7 Aug 2026 and 7 later 8-Ks.

Cheap for a reason is the question the numbers cannot answer.

Whether the price already reflects the risks is what the deep dive is for.

• Certain of our shareholders have registration rights, the exercise of which could adversely affect the trading price of

  Could happen

  In connection with the Merger, we entered into a registration rights agreement with legacy Mechanics Bank and certain key shareholders of legacy Mechanics Bank. In the registration rights agreement, we granted certain key shareholders of legacy Mechanics Bank demand registration rights, shelf takedown rights and piggyback registration rights with respect to shares of Mechanics Bancorp common stock such key shareholders now own as a result of the Merger, in each case, subject to certain minimum and maximum thresholds and other customary limitations. The existence and potential or actual exercise of such rights, and the perception that a large number of shares will be publicly sold in the market, could adversely impact the trading price of our common stock, have the effect of increasing the volatility in the trading price of our common stock and impact our ability to engage in capital market transactions or the price at which we are able to offer or sell our common stock.

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• Bancorp and have the ability to elect all of our directors and control most other matters submitted to our shareholders

  Could happen

  Through their indirect ownership of a majority of Mechanics Bancorp’s voting power and the provisions set forth in our amended and restated articles of incorporation and our amended and restated bylaws, Ford Financial Funds and their affiliates have the ability to elect all of our directors. Further, Ford Financial Funds and their affiliates have the ability to control most other matters submitted to shareholders for approval, including changes in capital structure, transactions requiring stockholder approval under Washington law or Nasdaq rules and corporate governance. Ford Financial Funds and their affiliates may have different interests than other holders of our common stock and may make decisions adverse to such holders’ interests.

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• officers are employed by entities affiliated with the Ford Financial Funds .

  Could happen

  Further, Mr. Webb, Executive Chairman of Mechanics Bancorp, and Mr. Johnson, our current President and Chief Executive Officer, are both employed by GJF Management. Additionally, Mr. Russell, a director of Mechanics Bancorp and former interim Chief Executive Officer of Mechanics Bank, is employed by an affiliate of Mr. Ford. There may be disruption to our business and operations if such personnel were no longer involved with us.

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• officers are employed by entities affiliated with the Ford Financial Funds .

  Could happen

  Mechanics Bank is a party to a Bank Services Agreement (“Mechanics Bank Services Agreement”) with GJF Financial Management II, LLC (“GJF Management”), an affiliate of Gerald J. Ford, a former director and now director emeritus of Mechanics Bank. GJF Management serves as the management company to the Ford Financial Funds, which collectively beneficially own, directly or indirectly, approximately 77 % of our voting common stock . Pursuant to the Mechanics Bank Services Agreement, GJF Management and individuals from GJF Management provide certain services to Mechanics Bank, including, among other things, executive oversight, accounting, tax, investment management, legal, regulatory, strategic planning, capital management, budgeting and other oversight. The services and value of services, inclusive of administrative costs, are evaluated annually to ensure compliance with applicable regulations. These services are provided to Mechanics Bank at a cost up to $10.0 million annually (pro rata for any partial years). Either party may terminate this agreement upon thirty days’ prior notice to the other. There may be disruption to our business and operations if such services were to be terminated or if our relationship with GJF Management or the Ford Financial Funds were to change.

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• we may fail to realize the anticipated benefits of the Merger .

  Could happen

  An inability to realize the full extent of the anticipated benefits of the Merger, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the Company following the completion of the Merger, which may adversely affect the value of Mechanics Bancorp common stock.

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