Trico Bancshares (NASDAQ: TCBK) SVP logs RSU vesting and tax-withholding share disposition

Rhea-AI Filing Summary

TRICO BANCSHARES SVP and General Counsel Gregory A. Gehlmann reported routine equity compensation activity. On June 12, 2026, 967 Restricted Stock Units vested and were converted into Common Stock at a price per share of $52.64, including accumulated dividends, from an award granted on June 12, 2023.

To cover tax liabilities from this vesting, 567 Common Stock shares were withheld in a tax-withholding disposition, leaving a net increase of 400 shares. Following these transactions, Gehlmann holds 21,531.9873 Common Stock shares directly and 2,380.8300 shares indirectly through an ESOP. No open-market purchases or sales were reported.

Insights

Equity Compensation Analyst

Routine RSU vesting with tax withholding; no open-market trading.

SVP and General Counsel Gregory A. Gehlmann had 967 Restricted Stock Units vest into Common Stock at a price per share of $52.64, tied to an award granted on June 12, 2023. This is standard equity compensation rather than discretionary market activity.

To satisfy tax obligations, 567 shares were withheld, a common mechanism that avoids a separate cash payment. After these entries, Gehlmann directly owns 21,531.9873 shares and indirectly owns 2,380.8300 shares via an ESOP. With no open-market buys or sells and netBuySellShares reported as zero, the filing appears administratively neutral rather than a directional signal.

Insider Trade Summary

967 shares exercised/converted

Mixed 4 txns

Insider Gehlmann Gregory A

Role SVP General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	967	$0.00	--
Exercise	Common Stock	967	$0.00	--
Tax Withholding	Common Stock	567	$52.64	$30K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 4,430 shares (Direct, null); Common Stock — 22,098.987 shares (Direct, null); Common Stock — 2,380.83 shares (Indirect, By ESOP)

Footnotes (1)

1. 33% vesting of Restricted Stock Unit award, including accumulated dividends, granted on 6/12/2023. Price per share on vesting date (6/12/2026) was $52.64 Reflects shares withheld to pay toward tax liability.

Key Figures

RSUs vested: 967 shares Vesting price: $52.64 per share Shares withheld for taxes: 567 shares +3 more

6 metrics

RSUs vested 967 shares Restricted Stock Units converted to Common Stock on June 12, 2026

Vesting price $52.64 per share Price per share on RSU vesting date including dividends

Shares withheld for taxes 567 shares Tax-withholding disposition related to RSU vesting

Direct holdings after transactions 21,531.9873 shares Common Stock directly owned following reported entries

Indirect ESOP holdings 2,380.8300 shares Common Stock held indirectly through ESOP

Net share increase from vesting 400 shares 967 RSUs vested minus 567 shares withheld for taxes

Key Terms

Restricted Stock Unit, tax-withholding disposition, ESOP

3 terms

Restricted Stock Unit financial

"33% vesting of Restricted Stock Unit award, including accumulated dividends, granted on 6/12/2023."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

ESOP financial

"total_shares_following_transaction: 2380.8300, direct_or_indirect: I, nature_of_ownership: By ESOP"

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gehlmann Gregory A

(Last) (First) (Middle)

63 CONSTITUTION DRIVE

(Street)

CHICO CALIFORNIA 95973

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TRICO BANCSHARES / [ TCBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/12/2026		M		967	A	(1)	22,098.9873	D
Common Stock	06/12/2026		F		567(2)	D	$52.64	21,531.9873	D
Common Stock								2,380.83	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	06/12/2026		M			967	(1)	(1)	Common Stock	967	$0	4,430	D

Explanation of Responses:

1. 33% vesting of Restricted Stock Unit award, including accumulated dividends, granted on 6/12/2023. Price per share on vesting date (6/12/2026) was $52.64

2. Reflects shares withheld to pay toward tax liability.

Remarks:

	/s/Gregory Gehlmann by Janine Howard, Attorney-in-Fact	06/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did TCBK executive Gregory Gehlmann report in this Form 4?

Gregory Gehlmann reported vesting of 967 Restricted Stock Units into Trico Bancshares Common Stock and related tax-withholding. The filing reflects routine equity compensation activity rather than discretionary open-market share purchases or sales.

How many TCBK shares vested for Gregory Gehlmann and at what price?

967 Restricted Stock Units vested for Gregory Gehlmann at a price per share of $52.64, including accumulated dividends. These units were originally granted on June 12, 2023, and converted into Common Stock on June 12, 2026.

How many TCBK shares were withheld for taxes in this Form 4?

To cover tax liabilities from the RSU vesting, 567 Trico Bancshares Common Stock shares were withheld. This tax-withholding disposition is coded “F” and is a non-market transaction typically used to satisfy income tax obligations on equity awards.

What are Gregory Gehlmann’s TCBK share holdings after the reported transactions?

After the reported transactions, Gregory Gehlmann holds 21,531.9873 Trico Bancshares Common Stock shares directly. He also has 2,380.8300 additional Common Stock shares held indirectly through an employee stock ownership plan (ESOP), as reflected in the filing.

Did this TCBK Form 4 show any open-market stock purchases or sales?

No, the Form 4 does not show open-market purchases or sales. It reports RSU vesting via a derivative exercise and a tax-withholding disposition, which are compensation-related, non-market transactions rather than discretionary trading in Trico Bancshares shares.

What role does the ESOP play in Gregory Gehlmann’s TCBK holdings?

The ESOP holds 2,380.8300 Trico Bancshares shares for Gregory Gehlmann, recorded as indirect ownership. ESOP shares typically represent employee retirement or ownership benefits, separate from the executive’s directly held Common Stock position.