STOCK TITAN

TRICO BANCSHARES (TCBK) CIO reports RSU vesting and tax-withholding share disposition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TRICO BANCSHARES Chief Information Officer Jason Todd Levingston reported routine equity compensation activity involving restricted stock units and related tax withholding. On June 12, 2026, 33% of a restricted stock unit award granted on June 12, 2023 vested, including accumulated dividends. The vesting converted 539 restricted stock units into an equal number of common shares at a price per share of $52.64 on the vesting date. To cover tax obligations, 316 common shares were withheld in a tax-withholding disposition, a non-market transaction. Following these transactions, Levingston held 2,690.29 common shares directly and 1,049.64 common shares indirectly through an ESOP, indicating this filing reflects standard compensation and tax treatment rather than open-market trading.

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Insider Levingston Jason Todd
Role Chief Information Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 539 $0.00 --
Exercise Common Stock 539 $0.00 --
Tax Withholding Common Stock 316 $52.64 $17K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 3,065 shares (Direct, null); Common Stock — 3,006.29 shares (Direct, null); Common Stock — 1,049.64 shares (Indirect, 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.
RSUs vested 539 shares Restricted Stock Unit award vesting on June 12, 2026
Tax-withholding shares 316 shares Shares withheld to pay toward tax liability
Vesting price $52.64 per share Price per share on vesting date June 12, 2026
Direct common shares after transaction 2,690.29 shares Direct ownership following Form 4 transactions
Indirect ESOP shares after transaction 1,049.64 shares Indirect ownership through ESOP following transactions
Restricted Stock Unit financial
"33% vesting of Restricted Stock Unit award, including accumulated dividends"
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
"transaction_action": "tax-withholding disposition""
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
"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.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Levingston Jason Todd

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Information Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/12/2026M539A(1)3,006.29D
Common Stock06/12/2026F316(2)D$52.642,690.29D
Common Stock1,049.64IESOP
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)06/12/2026M539 (1) (1)Common Stock539$03,065D
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/Jason Levingston by Janine Howard, Attorney-in-Fact06/15/2026
** Signature of Reporting PersonDate
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 insider transaction did TCBK executive Jason Todd Levingston report?

Jason Todd Levingston reported vesting of 539 restricted stock units and related tax withholding. The RSUs converted into common shares, and part of those shares were withheld to cover tax obligations as part of routine equity compensation.

How many TCBK shares vested for Jason Todd Levingston on June 12, 2026?

A total of 539 restricted stock units vested for Jason Todd Levingston, converting into 539 shares of TRICO BANCSHARES common stock. This represented 33% of an award originally granted on June 12, 2023, including accumulated dividend equivalents.

What does the tax-withholding disposition mean in the TCBK Form 4 filing?

The tax-withholding disposition reflects 316 shares withheld to pay toward Levingston’s tax liability on the vesting event. This is not an open-market sale but an automatic share reduction used to satisfy income tax obligations triggered by the RSU vesting.

What were Jason Todd Levingston’s TCBK share holdings after the Form 4 transactions?

After the reported transactions, Levingston held 2,690.29 TRICO BANCSHARES common shares directly and 1,049.64 shares indirectly through an ESOP. These balances show his continuing equity stake following the RSU vesting and associated tax withholding.

At what price did the TCBK restricted stock units vest for Jason Todd Levingston?

The restricted stock units vested at a price per share of $52.64 on June 12, 2026. This price is used to value the vested RSUs and calculate the tax liability that led to the withholding of 316 common shares.

Is the TCBK Form 4 transaction an open-market trade by the executive?

No, the Form 4 reflects RSU vesting and related tax withholding, not an open-market trade. Shares were acquired through equity compensation and some were withheld automatically to cover taxes, which differs from discretionary buying or selling on the market.