TRICO BANCSHARES (TCBK) CEO logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

TRICO BANCSHARES CEO and President Richard P. Smith reported equity compensation activity involving restricted stock units and common shares. On March 2, 2026, 4,554 restricted stock units vested and were converted into 4,554 shares of common stock at a stated price of $0.00 per share. To cover tax obligations from this vesting, 2,670 common shares were withheld at a price of $48.36 per share, leaving him with 278,152 common shares held directly. The filing also reports additional common shares held indirectly through a spouse and through ESOP-related holdings.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding, overall neutral ownership change.

Richard P. Smith, CEO and President of TRICO BANCSHARES, reported the vesting of 4,554 restricted stock units granted on March 1, 2024. These units, including accumulated dividends, converted into an equal number of common shares on March 2, 2026 at a stated price of $0.00 per share.

To satisfy tax obligations from this vesting, 2,670 common shares were withheld at a price of $48.36 per share, characterized as a tax-withholding disposition rather than an open-market sale. After these transactions, his directly held common stock position stood at 278,152 shares, with additional indirect holdings reported via spouse and ESOP-related positions.

This pattern is typical of executive equity compensation and does not itself indicate discretionary buying or selling activity. Future company filings may provide further detail on subsequent grants or vesting schedules as they occur.

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

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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^*

SMITH RICHARD P

(Last) (First) (Middle)

63 CONSTITUTION DRIVE

(Street)

CHICO CA 95973

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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

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

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	03/02/2026		M		4,554	A	(1)	280,822	D
Common Stock	03/02/2026		F		2,670(2)	D	$48.36	278,152	D
Common Stock								274.93	I	By spouse
Common Stock								42,972.15	I	By ESOP
Common Stock								1,113,794	I	ESOP Trustee

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)	03/02/2026		M			4,554	(1)	(1)	Common Stock	4,554	$0	20,735	D

Explanation of Responses:

1. 33% vesting of Restricted Stock Unit award, including accumulated dividends, granted on 3/01/2024. Price per share on vesting date (3/02/2026) was $48.36.

2. Reflects shares withheld to pay toward tax liability.

Remarks:

	/s/Richard Smith by Janine Howard, Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did TCBK CEO Richard P. Smith report?

Richard P. Smith reported vesting of 4,554 restricted stock units that converted into common shares, plus a related tax-withholding disposition of 2,670 common shares at $48.36 per share. These events reflect routine equity compensation activity rather than open-market buying or selling.

How many TCBK shares did the CEO receive from RSU vesting?

The CEO received 4,554 common shares from the vesting and conversion of restricted stock units. These RSUs, including accumulated dividends, were granted on March 1, 2024 and vested on March 2, 2026, increasing his direct common stock holdings before tax withholding.

Why were 2,670 TCBK shares disposed of in this Form 4 filing?

2,670 common shares were withheld to pay toward the CEO’s tax liability arising from the RSU vesting. The shares are reported with a transaction code F at a price of $48.36 per share, indicating a tax-withholding disposition rather than an open-market sale to other investors.

What is Richard P. Smith’s direct TCBK share ownership after these transactions?

After the RSU vesting and tax-withholding disposition, Richard P. Smith directly owned 278,152 common shares. This figure reflects his updated direct holdings following the conversion of restricted stock units and the share withholding to cover associated tax obligations on March 2, 2026.

What indirect TCBK share holdings are reported for the CEO on this Form 4?

The filing reports indirect ownership of common shares by the CEO through multiple sources: shares held by his spouse, shares held by an ESOP account, and shares held in his capacity as ESOP Trustee. Each category is listed separately as an indirect ownership position.

Does this TCBK Form 4 show open-market buying or selling by the CEO?

No, the reported transactions involve RSU vesting and a tax-withholding disposition, not open-market trades. The vesting increased his share count, while shares were withheld solely to satisfy tax obligations linked to the equity compensation event, a common administrative mechanism.