the accompanying notes to the unaudited pro forma combined condensed consolidated financial statements;

the Company’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024;

the Company’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the six months and quarter ended June 30, 2025, included in the Company’s Quarterly Report on Form 10-Q for the six months and quarter ended June 30, 2025;

Mechanics Bank’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024, as included in to the Company’s Amendment No. 1 to its Current Report on Form 8-K, filed with the SEC on September 25, 2025;

Mechanics Bank’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2025, as included in .2 to the Company’s Amendment No. 1 to its Current Report on Form 8-K, filed with the SEC on September 25, 2025; and

other information pertaining to the Company and Mechanics Bank contained in or incorporated by reference into the Registration Statement on Form S-4, as amended (SEC File No. 333-288528) that was filed by the Company with the SEC and declared effective on July 16, 2025.

The pro forma combined earnings per share amounts were calculated by totaling the historical earnings of the Company and Mechanics Bank, adjusted for purchase accounting entries, and dividing the resulting amount by the average pro forma shares of the Company and Mechanics Bank, giving effect to the merger as if it had occurred as of the beginning of the period presented. The average pro forma shares of the Company and Mechanics Bank reflect historical basic and diluted shares of the Company, plus historical basic and diluted average shares of Mechanics Bank, as adjusted based on the fixed exchange ratio of 3,301.0920 shares of Class A common stock for each share of common stock, par value $50 per share, of Mechanics Bank designated as voting common stock (“Mechanics Bank voting common stock”), and a fixed exchange ratio of 330.1092 shares of Class B common stock for each share of common stock, par value $50 per share, of Mechanics Bank designated as non-voting common stock (“Mechanics Bank non-voting common stock” and together with Mechanics Bank voting common stock, the “Mechanics Bank common stock”). For the calculation of total estimated shares at the consummation of the merger, see Note 2. The transaction adjustment of 201.9 million is calculated as the hypothetical shares being issued to shareholders of Mechanics Bank of 202.0 million less the existing shares of Mechanics Bank held by shareholders of Mechanics Bank of 64.2 thousand. Potential dilution from common equivalent shares is determined using the treasury stock method, reflecting the potential settlement of stock-based compensation awards resulting in the issuance of additional shares of common stock.

Adjustments to the Company’s held to maturity investments of $12 thousand. The fair value adjustments will be accreted through securities interest income over the estimated lives of the affected securities. The marked securities mature December 2025.

Adjustments to the Company’s loans held for investment, net of unrecognized deferred costs of $21.9 million, to reflect the estimated credit fair value adjustment of the loan held for investment portfolio of $79.5 million including the PCD gross up mark of $51.4 million and the estimated interest rate fair value adjustment of $231.3 million. The fair value adjustments will be accreted through loan interest income over the estimated lives of the affected loans. The weighted average remaining life of the loan portfolio was estimated at approximately seven years.

Elimination of the Company’s existing allowance for credit losses on loans of $45.8 million and the recognition of an allowance at close for purchase credit deteriorated (“PCD”) loans of $51.4 million. In addition, an allowance for non-PCD loans of $28.1 million is reflected in the pro forma adjustments and represents the amount that will be recognized in the statement of income immediately following the close of the merger.

Adjustments to the Company’s facilities of $6.0 million related to real property values.

Adjustment to eliminate the Company’s core deposit intangibles of $6.2 million related to prior acquisitions and record an estimated core deposit intangible asset associated with the merger of $101.4 million. Core deposit intangible assets recorded as a result of the merger are expected to amortize using an accelerated basis over an estimated life; 7 years for Demand Deposits, 5 years for Money Markets and 6 years for Savings. In addition, there is an adjustment for intangible assets related to the value of the Company’s delegated underwriting and servicing license (“DUS License”) of $15.0 million. The valuation of the DUS License is subject to change once an updated valuation report is available, and may vary considerably from initial valuation amounts.

Adjustment to net deferred tax assets to reflect the effects of the acquisition accounting adjustments of $63.1 million, an elimination of the Company’s valuation allowance on deferred tax assets of $55.4 million, a fair value adjustment of other real estate owned of $1.2 million.

Adjustments to the Company’s Certificates of $73 thousand which will accrete over the estimated life of 1 year.

Adjustments to fair value the Company’s FHLB advances of $5.4 million.

Adjustments to eliminate unamortized issuance costs of $1.5 million, and to fair value subordinated debt of $29.6 million, long term debt $2.7 million and trust preferred debt $18.6 million.

Adjustment to eliminate the Company’s reserve for unfunded commitments of $1.1 million and establish a new reserve of $3.5 million in addition to accrued transaction expenses net of tax of $89.9 million.

Adjustments to eliminate Mechanics Bank’s common stock of $3.2 million, record the hypothetical issuance of Mechanics Bank common stock in excess of par value of $265.8 million, which represents the purchase price consideration, adjustments to eliminate the Company’s retained earnings of $242.1 million, non-PCD allowance for credit losses net of tax of $20.2 million, estimated transaction costs net of tax of $89.9 million and the bargain purchase gain of $111.4 million.

Net adjustment to interest income to recognize estimated discounted accretion attributable to recording the Company’s loan portfolio at fair value as of the assumed closing date using an estimated life of 7 years.

Net adjustment to interest expense to recognize estimated discounted amortization attributable to recording the Company’s debt at fair value as of transaction date.

Adjustment to reverse Company amortization and reflect amortization of acquired identifiable intangible assets based on amortization period of five to seven years using sum of the years digits method.

Net adjustment to interest expense to recognize estimated discounted amortization attributable to recording the Company’s certificates at fair value.

Provision expense for estimated lifetime credit losses for non-PCD loans of $28.1 million to be recorded immediately following consummation of the merger.

Adjustment for the estimated bargain purchase gain of net assets acquired over consideration given.

Adjustment to reverse Company amortization and reflect amortization of acquired identifiable intangible assets based on amortization over an estimated life; 7 years for Demand Deposits, 5 years for Money Markets and 6 years for Savings using sum of the years digits method. Adjustments for estimated one time transaction costs consisting of rebranding, vendor breakage fees, employee related items such as change-in-control and severance, attorney fees and advisory fees.

Adjustment to recognize the tax impact related to pro forma adjustments at 28%.

Adjustment to eliminate Mechanics Bank’s average common shares outstanding during the periods presented and recognize the issuance of approximately 202 million shares of the Company common stock based on Mechanics Bank’s approximately 64 thousand shares outstanding, and 19 million shares of Company common stock and the exchange ratio of 3,301.0920 applied to shares of outstanding Mechanics Bank voting common stock and 330.1092 to shares of outstanding Mechanics Bank non-voting common stock.