TCBK risk chief exercises PSUs, withholds shares for tax

TRICO BANCSHARES Chief Risk Officer Angela Tamara Rudd reported compensation-related stock activity involving performance stock units and related tax withholding.

Rhea-AI Filing Summary

TRICO BANCSHARES Chief Risk Officer Angela Tamara Rudd reported compensation-related stock activity involving performance stock units and related tax withholding. On June 25, 2026, 667 Performance Stock Units converted into 667 shares of common stock following vesting based on the company’s total stockholder return relative to the KBW Regional Banking Index, with the award vesting at 109.36% of the target level.

To cover tax obligations from this vesting, 235 common shares were disposed of at $53.55 per share through a tax-withholding disposition, rather than an open-market sale. After these transactions, Rudd held 5,499.2622 shares of common stock directly and 2,690.9300 shares indirectly through an ESOP, along with 2,557.0000 Performance Stock Units remaining outstanding.

Insider Trade Summary

667 shares exercised/converted

Exercise 4 txns

Insider Rudd Angela Tamara

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit	667	$0.00	$0.00
Exercise	Common Stock	729	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	235	$53.55	$13K
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Stock Unit — 2,557 contracts (Direct); Common Stock — 5,499.2622 shares (Direct); Common Stock — 2,690.93 shares (Indirect, ESOP)

Footnotes (2)

1. F1. Vesting of performance-based stock unit (PSU). Each PSU represented the right to receive 0%-150% of the target number based on the Issuers total stockholder return, relative to the KBW Regional Banking Index (based on an initial grant of PSUs which was reported in the original Form 4 for this grant on 6/12/2023). PSUs vested at 109.36% on certification date June 25,2026.
2. F2. Reflects shares withheld to pay toward tax liability.

Key Figures

PSUs converted to common stock: 667 shares Tax-withholding shares: 235 shares at $53.55 Direct common shares after transactions: 5,499.2622 shares +3 more

6 metrics

PSUs converted to common stock 667 shares Performance Stock Units exercised into common stock on June 25, 2026

Tax-withholding shares 235 shares at $53.55 Shares withheld to pay tax liability on PSU vesting

Direct common shares after transactions 5,499.2622 shares Direct TCBK common stock holdings following June 25, 2026 activity

Indirect ESOP shares 2,690.9300 shares Indirect ownership through ESOP after reported transactions

Remaining Performance Stock Units 2,557.0000 units PSUs still outstanding after June 25, 2026 vesting

PSU vesting percentage 109.36% Vesting vs target based on TSR vs KBW Regional Banking Index

Key Terms

Performance Stock Unit, ESOP, tax-withholding disposition, total stockholder return, +1 more

5 terms

Performance Stock Unit financial

"Performance Stock Unit (PSU). Each PSU represented the right to receive 0%-150% of the target number"

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

ESOP financial

"total_shares_following_transaction: 2690.9300, direct_or_indirect: I, nature_of_ownership: 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.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition, transaction_code_description: 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.

total stockholder return financial

"based on the Issuers total stockholder return, relative to the KBW Regional Banking Index"

Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.

KBW Regional Banking Index financial

"relative to the KBW Regional Banking Index (based on an initial grant of PSUs)"

An index that tracks the stock performance of publicly traded regional banks, providing a single-number view of how that segment of the banking industry is doing. Investors use it like a thermometer or speedometer to gauge the health, momentum and market sentiment for regional banks, to compare individual bank stocks or funds against the sector, and to help make portfolio or risk-allocation decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TCBK Chief Risk Officer Angela Rudd report in this Form 4?

Angela Rudd reported vesting of performance stock units into common shares and related tax withholding. 667 PSUs converted to stock, and 235 shares were withheld to pay taxes, reflecting routine compensation-related equity activity rather than an open-market trade.

How many TRICO BANCSHARES (TCBK) shares did Angela Rudd acquire through PSU vesting?

She acquired 667 common shares through the exercise of Performance Stock Units. These PSUs vested based on total stockholder return versus the KBW Regional Banking Index, with the award vesting at 109.36% of its target level on June 25, 2026.

Were any of Angela Rudd’s TCBK share dispositions open-market sales?

The filing shows a disposition of 235 shares classified as a tax-withholding transaction. These shares were withheld at $53.55 per share to pay tax liability from PSU vesting, rather than representing a discretionary open-market sale of stock.

What are Angela Rudd’s direct and indirect TCBK share holdings after these transactions?

After the reported transactions, she directly held 5,499.2622 common shares and indirectly held 2,690.9300 shares through an ESOP. These figures show her ongoing equity exposure to TRICO BANCSHARES beyond the shares used to satisfy tax obligations.

How many TRICO BANCSHARES performance stock units remain outstanding for Angela Rudd?

Following the June 25, 2026 vesting and conversion, 2,557.0000 Performance Stock Units remained outstanding. These units continue to represent potential future common shares, depending on the company’s performance and the terms of the award program.

How was the PSU vesting level for TCBK determined in Angela Rudd’s award?

Each PSU represented the right to receive 0%-150% of target shares based on total stockholder return versus the KBW Regional Banking Index. On the June 25, 2026 certification date, the PSUs vested at 109.36% of the target level, triggering the share issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 01:30 PM Learn about SEC filing dates

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^*

Rudd Angela Tamara

(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)
	Chief Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

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	06/25/2026		M		729	A	(1)	5,734.2622	D
Common Stock	06/25/2026		F		235(2)	D	$53.55	5,499.2622	D
Common Stock								2,690.93	I	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
Performance Stock Unit	(1)	06/25/2026		M			667	(1)	(1)	Common Stock	667	$0	2,557	D

Explanation of Responses:

1. Vesting of performance-based stock unit (PSU). Each PSU represented the right to receive 0%-150% of the target number based on the Issuers total stockholder return, relative to the KBW Regional Banking Index (based on an initial grant of PSUs which was reported in the original Form 4 for this grant on 6/12/2023). PSUs vested at 109.36% on certification date June 25,2026.

2. Reflects shares withheld to pay toward tax liability.

Remarks:

	/s/Angela Rudd by Janine Howard, Attorney-in-Fact	06/26/2026
	** 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)