Trico Bancshares (TCBK) CEO reports RSU vesting, tax withholding and new PSU grants

Rhea-AI Filing Summary

TRICO BANCSHARES CEO & President Richard P. Smith reported routine equity compensation activity. On March 30, 2026, 3,808 Restricted Stock Units vested and were converted into common stock at a price of $47.09 per share, with 2,233 shares withheld to cover tax liabilities, leaving the remainder as newly owned shares.

On March 27, 2026, he received grants of 9,969 Restricted Stock Units and 9,969 Performance Stock Units, both tied to future vesting conditions and company performance. Following these transactions, he directly holds 279,727 common shares and also reports indirect holdings through an ESOP, an ESOP trustee position, and his spouse.

Insider Trade Summary

3,808 shares exercised/converted

Mixed 8 txns

Insider SMITH RICHARD P

Role CEO & President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,808	$0.00	--
Exercise	Common Stock	3,808	$0.00	--
Tax Withholding	Common Stock	2,233	$47.09	$105K
Grant/Award	Restricted Stock Unit	9,969	$0.00	--
Grant/Award	Performance Stock Unit	9,969	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 27,058 shares (Direct); Common Stock — 281,960 shares (Direct); Performance Stock Unit — 47,119 shares (Direct); Common Stock — 42,972.15 shares (Indirect, By ESOP)

Footnotes (1)

1. 33% vesting of Restricted Stock Unit award, including accumulated dividends, granted on 3/28/2025. Price per share on vesting date (3/30/2026) was $47.09. Reflects shares withheld to pay toward tax liability. Represents a grant of Restricted Stock Unit (RSU) award which vests in 33.33% per year over three years. Cash dividends on RSUs are reinvested in shares of Issuers common stock at fair market value on date of dividend payment. Per unit value on date of grant was $48.12 (based on the 30-day average closing price of Issuers common stock ending 3/27/2026). Represents a grant of Performance-based restricted stock (PSU) award that cliff vests after 3 years between 0%-150% of the target number of shares (the number of shares listed in box 5) based on the Issuers total stockholder return relative to the KBW Regional Banking Index.

Key Figures

RSUs vested: 3,808 units Shares withheld for taxes: 2,233 shares at $47.09 New RSU grant: 9,969 units +5 more

8 metrics

RSUs vested 3,808 units Restricted Stock Units converting to common stock on March 30, 2026

Shares withheld for taxes 2,233 shares at $47.09 Tax-withholding disposition on March 30, 2026

New RSU grant 9,969 units Restricted Stock Unit award granted March 27, 2026

New PSU grant 9,969 units Performance Stock Unit award that cliff vests after 3 years

Direct common shares 279,727 shares Direct ownership after March 30, 2026 transactions

Indirect ESOP holding 42,972.1500 shares Common stock held indirectly by ESOP as of March 27, 2026

Spouse indirect holding 277.0660 shares Common stock held indirectly by spouse as of March 27, 2026

ESOP Trustee holding 1,113,794.0000 shares Common stock reported as ESOP Trustee indirect holding

Key Terms

Restricted Stock Unit, Performance Stock Unit, tax liability, cliff vests, +2 more

6 terms

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.

Performance Stock Unit financial

"Represents a grant of Performance-based restricted stock (PSU) award that cliff vests"

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.

tax liability financial

"Reflects shares withheld to pay toward tax liability."

cliff vests financial

"Performance-based restricted stock (PSU) award that cliff vests after 3 years"

ESOP financial

"Common Stock ... 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.

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.

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^*

SMITH RICHARD P

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

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	03/30/2026		M		3,808	A	(1)	281,960	D
Common Stock	03/30/2026		F		2,233(2)	D	$47.09	279,727	D
Common Stock								42,972.15	I	By ESOP
Common Stock								277.066	I	By spouse
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	(3)	03/27/2026		A		9,969		(3)	(3)	Common Stock	9,969	$0	30,866	D
Performance Stock Unit	(4)	03/27/2026		A		9,969		(4)	(4)	Common Stock	9,969	$0	47,119	D
Restricted Stock Unit	(1)	03/30/2026		M			3,808	(1)	(1)	Common Stock	3,808	$0	27,058	D

Explanation of Responses:

1. 33% vesting of Restricted Stock Unit award, including accumulated dividends, granted on 3/28/2025. Price per share on vesting date (3/30/2026) was $47.09.

2. Reflects shares withheld to pay toward tax liability.

3. Represents a grant of Restricted Stock Unit (RSU) award which vests in 33.33% per year over three years. Cash dividends on RSUs are reinvested in shares of Issuers common stock at fair market value on date of dividend payment. Per unit value on date of grant was $48.12 (based on the 30-day average closing price of Issuers common stock ending 3/27/2026).

4. Represents a grant of Performance-based restricted stock (PSU) award that cliff vests after 3 years between 0%-150% of the target number of shares (the number of shares listed in box 5) based on the Issuers total stockholder return relative to the KBW Regional Banking Index.

Remarks:

	/s/Richard Smith by Janine Howard, Attorney-in-Fact	03/31/2026
	** 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 equity transactions did TCBK CEO Richard P. Smith report in this Form 4?

Richard P. Smith reported RSU vesting, tax withholding, and new equity grants. 3,808 Restricted Stock Units vested into common stock, 2,233 shares were withheld for taxes, and he received 9,969 RSUs plus 9,969 Performance Stock Units, all as part of compensation.

How many Trico Bancshares (TCBK) shares does the CEO directly own after these transactions?

After the reported transactions, the CEO directly owns 279,727 shares of Trico Bancshares common stock. This figure reflects RSU vesting and tax withholding entries recorded on March 30, 2026, and provides context for the scale of his direct equity stake.

Were any of the CEO’s TCBK shares sold in the open market?

No open-market sales were reported. The only disposition was 2,233 shares withheld at $47.09 per share to pay tax liabilities on vested Restricted Stock Units, a common non-market mechanism rather than a discretionary sale into the market.

What new Restricted Stock Units did the TCBK CEO receive?

On March 27, 2026, the CEO received a grant of 9,969 Restricted Stock Units. These RSUs vest in roughly one-third increments annually over three years, with cash dividends reinvested into additional shares at fair market value on each dividend payment date.

What are the performance stock units (PSUs) granted to the TCBK CEO?

He received 9,969 Performance Stock Units that cliff vest after three years. The actual shares earned can range from 0% to 150% of this target, based on Trico Bancshares’ total shareholder return compared with the KBW Regional Banking Index over the performance period.

Does the TCBK CEO have indirect holdings in company stock?

Yes. In addition to his direct holdings, the CEO reports indirect ownership through an employee stock ownership plan (ESOP), an ESOP trustee position, and his spouse’s holdings, reflecting broader exposure to Trico Bancshares equity beyond his personal account.