Trico Bancshares CEO exercises PSUs, tax paid in shares

Trico Bancshares CEO and President Richard P. Smith reported a routine equity compensation event involving performance stock units (PSUs) and related tax withholding.

Rhea-AI Filing Summary

Trico Bancshares CEO and President Richard P. Smith reported a routine equity compensation event involving performance stock units (PSUs) and related tax withholding. On June 25, 2026, PSUs converted into 13,271 shares of Common Stock, reflecting a vesting level of 109.36% of the target award based on total stockholder return versus the KBW Regional Banking Index.

To cover tax obligations, 8,511 Common shares were withheld at $53.55 per share, which is a tax-withholding disposition rather than an open-market sale. After these transactions, Smith held 287,747 Common shares directly, along with additional indirect holdings through an ESOP trustee, the ESOP itself, and his spouse.

Insider Trade Summary

13,271 shares exercised/converted

Exercise 6 txns

Insider SMITH RICHARD P

Role CEO & President

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit	13,271	$0.00	$0.00
Exercise	Common Stock	14,513	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,511	$53.55	$456K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Stock Unit — 33,848 contracts (Direct); Common Stock — 287,747 shares (Direct); Common Stock — 277.066 shares (Indirect, By spouse); Common Stock — 42,972.15 shares (Indirect, By ESOP); Common Stock — 1,113,794 shares (Indirect, ESOP Trustee)

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 vested: 13,271 units/shares Vesting level: 109.36% Shares withheld for tax: 8,511 shares +5 more

8 metrics

PSUs vested 13,271 units/shares Performance stock units converted into Common Stock on June 25, 2026

Vesting level 109.36% PSUs vested vs target based on total stockholder return vs KBW Regional Banking Index

Shares withheld for tax 8,511 shares Common Stock withheld to pay tax liability on June 25, 2026

Tax withholding price $53.55 per share Value used for shares withheld toward tax liability

Direct holdings after transaction 287,747 shares Common Stock directly owned by CEO after reported transactions

ESOP Trustee holdings 1,113,794 shares Indirect ownership as ESOP Trustee

ESOP indirect holdings 42,972.1500 shares Indirect ownership by ESOP

Spouse holdings 277.0660 shares Indirect ownership by spouse

Key Terms

Performance Stock Unit, total stockholder return, KBW Regional Banking Index, ESOP Trustee, +2 more

6 terms

Performance Stock Unit financial

"security_title: "Performance Stock Unit""

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.

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.

ESOP Trustee financial

"nature_of_ownership: "ESOP Trustee""

tax liability financial

"Reflects shares withheld to pay toward tax liability."

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.

FAQ

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

What did TCBK CEO Richard P. Smith report in this Form 4 filing?

Richard P. Smith reported PSU vesting that converted into 13,271 Trico Bancshares common shares and a related tax-withholding transaction where 8,511 shares were withheld, reflecting routine equity compensation activity rather than an open-market stock purchase or sale.

How many Trico Bancshares PSUs vested for the TCBK CEO and at what level?

A total of 13,271 performance stock units vested for the CEO, corresponding to 109.36% of the target award. The vesting was based on Trico Bancshares’ total stockholder return relative to the KBW Regional Banking Index through the June 25, 2026 certification date.

Were any Trico Bancshares (TCBK) shares sold on the open market in this Form 4?

No open-market sale is shown. The filing reports 8,511 shares withheld at $53.55 per share to pay tax liabilities on vested equity, which is classified as a tax-withholding disposition rather than a discretionary sale into the market.

How many Trico Bancshares shares does the CEO hold directly after these transactions?

Following the PSU vesting and related tax withholding, Richard P. Smith directly holds 287,747 shares of Trico Bancshares common stock. The Form 4 also lists additional indirect holdings through an ESOP trustee, the ESOP itself, and his spouse.

What performance metric determined the PSU vesting for Trico Bancshares’ CEO?

The PSUs vested based on Trico Bancshares’ total stockholder return relative to the KBW Regional Banking Index. This relative performance measure resulted in a 109.36% vesting of the target PSU grant as of the June 25, 2026 certification date.

Does this TCBK Form 4 indicate remaining indirect holdings for the CEO?

Yes. The filing shows indirect ownership including 1,113,794 shares as ESOP Trustee, 42,972.15 shares held by the ESOP, and 277.066 shares held by his spouse, in addition to his directly owned 287,747 common shares after the reported transactions.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

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)
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		14,513	A	(1)	296,258	D
Common Stock	06/25/2026		F		8,511(2)	D	$53.55	287,747	D
Common Stock								277.066	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
Performance Stock Unit	(1)	06/25/2026		M			13,271	(1)	(1)	Common Stock	13,271	$0	33,848	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/Richard Smith 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)