|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G/A
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Mechanics Bancorp (Name of Issuer) |
Class A Common Stock, No Par Value (Title of Class of Securities) |
43785V102 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | 43785V102 |
| 1 |
Names of Reporting Persons
MALTESE CAPITAL MANAGEMENT LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☒ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
NEW YORK
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
1,014,105.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,014,105.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,105.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
0.5 % |
| 12 |
Type of Reporting Person (See Instructions)
IA, OO |
| CUSIP No. | 43785V102 |
| 1 |
Names of Reporting Persons
TERRY MALTESE |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☒ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
1,014,105.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,014,105.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,105.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
0.5 % |
| 12 |
Type of Reporting Person (See Instructions)
HC, IN |
| Item 1. | ||
| (a) |
Name of issuer:
Mechanics Bancorp | |
| (b) |
Address of issuer's principal executive offices:
1111 CIVIC DRIVE, SUITE 390, WALNUT CREEK, CA, 94596 | |
| Item 2. | ||
| (a) |
Name of person filing:
Maltese Capital Management LLC
Terry Maltese | |
| (b) |
Address or principal business office or, if none, residence:
Maltese Capital Management LLC
150 EAST 52ND STREET, SUITE 23001, NEW YORK, NY, 10022
Terry Maltese
150 EAST 52ND STREET, SUITE 23001, NEW YORK, NY, 10022 | |
| (c) |
Citizenship:
Maltese Capital Management LLC - New York
Terry Maltese - United States | |
| (d) |
Title of class of securities:
Class A Common Stock, No Par Value | |
| (e) |
CUSIP No.:
43785V102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
Maltese Capital Management LLC - 1,014,105
Terry Maltese - 1,014,105 | |
| (b) |
Percent of class:
Maltese Capital Management LLC - 0.5%
Terry Maltese - 0.5% %
| |
| (c) |
Number of shares as to which the person has:
| |
|
(i) Sole power to vote or to direct the vote:
Maltese Capital Management LLC - 0
Terry Maltese - 0 | ||
|
(ii) Shared power to vote or to direct the vote:
Maltese Capital Management LLC - 1,014,105
Terry Maltese - 1,014,105 | ||
|
(iii) Sole power to dispose or to direct the disposition of:
Maltese Capital Management LLC - 0
Terry Maltese - 0 | ||
|
(iv) Shared power to dispose or to direct the disposition of:
Maltese Capital Management LLC - 1,014,105
Terry Maltese - 1,014,105 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
☒
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 1 are directly owned by advisory clients of Maltese Capital Management LLC. None of those advisory clients may be deemed to beneficially own more than 5% of the Class A Common Stock, No Par Value. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
MALTESE CAPITAL MANAGEMENT LLC |
| Signature: | By: /s/ Terry Maltese | |
| Name/Title: | Terry Maltese, Managing Member | |
| Date: | 11/14/2025 |
TERRY MALTESE |
| Signature: | By: /s/ Terry Maltese | |
| Name/Title: | Terry Maltese | |
| Date: | 11/14/2025 |
| Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class. |
| Exhibit Information: Exhibit A - Joint Filing Agreement Exhibit B - Control Person Identification |
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13G Amendment No. 1 dated November 14, 2025 relating to the Class A Common Stock, No Par Value, of Mechanics Bancorp shall be filed on behalf of the undersigned.
|
MALTESE CAPITAL MANAGEMENT LLC
By: /s/ Terry Maltese | |
| Name: Terry Maltese | |
| Title: Managing Member |
|
TERRY MALTESE
By: /s/ Terry Maltese |
Exhibit B
CONTROL PERSON IDENTIFICATION
Maltese Capital Management LLC is the relevant entity for which Terry Maltese may be considered a control person.