TRICO BANCSHARES (TCBK) SVP receives RSU and PSU grants, covers taxes with share withholding

Rhea-AI Filing Summary

TRICO BANCSHARES senior executive compensation and tax withholding activity. SVP and General Counsel Gregory A. Gehlmann exercised 761 Restricted Stock Units into Common Stock on March 30, 2026, as part of 33% vesting of an award granted on March 28, 2025 at a per-share price of $47.09 on the vesting date. To cover related tax obligations, 444 Common Stock shares were withheld at $47.09 per share. Following these transactions, he held 21,131.9873 Common Stock shares directly and 2,380.83 shares indirectly through an ESOP. On March 27, 2026, he also received new equity compensation grants of 1,995 Restricted Stock Units and 1,995 Performance-based stock units, each tied to Common Stock, with RSUs scheduled to vest in roughly one-third increments over three years and PSUs cliff vesting after three years based on total stockholder return versus the KBW Regional Banking Index.

Insider Trade Summary

761 shares exercised/converted

Mixed 6 txns

Insider Gehlmann Gregory A

Role SVP General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	761	$0.00	--
Exercise	Common Stock	761	$0.00	--
Tax Withholding	Common Stock	444	$47.09	$21K
Grant/Award	Restricted Stock Unit	1,995	$0.00	--
Grant/Award	Performance Stock Unit	1,995	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 5,396 shares (Direct); Common Stock — 21,575.987 shares (Direct); Performance Stock Unit — 9,378 shares (Direct); Common Stock — 2,380.83 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 exercised: 761 shares Tax withholding shares: 444 shares at $47.09 New RSU grant: 1,995 units +4 more

7 metrics

RSUs exercised 761 shares 33% vesting of RSU award granted on March 28, 2025

Tax withholding shares 444 shares at $47.09 Shares withheld to pay tax liability on March 30, 2026

New RSU grant 1,995 units RSU award granted March 27, 2026, vests over three years

New PSU grant 1,995 units Performance stock units cliff vest after three years

Direct Common Stock holding 21,131.9873 shares Shares held directly after March 30, 2026 transactions

Indirect ESOP holding 2,380.83 shares Common Stock held indirectly by ESOP as of March 27, 2026

Per-unit RSU grant value $48.12 30-day average closing price ending March 27, 2026

Key Terms

Restricted Stock Unit, Performance-based restricted stock, ESOP, cliff vests, +2 more

6 terms

Restricted Stock Unit financial

"Represents a grant of Restricted Stock Unit (RSU) award which vests in 33.33% per year over three years."

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-based restricted stock financial

"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."

Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.

ESOP financial

"Common Stock holding of 2,380.83 shares reported as indirect 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.

cliff vests financial

"Performance-based restricted stock (PSU) award that cliff vests after 3 years between 0%-150% of the target number of shares."

total stockholder return financial

"Award vests 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

"Based on the Issuers total stockholder return relative to the KBW Regional Banking Index."

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^*

Gehlmann Gregory A

(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)
	SVP General Counsel

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		761	A	(1)	21,575.9873	D
Common Stock	03/30/2026		F		444(2)	D	$47.09	21,131.9873	D
Common Stock								2,380.83	I	By 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
Restricted Stock Unit	(3)	03/27/2026		A		1,995		(3)	(3)	Common Stock	1,995	$0	6,157	D
Performance Stock Unit	(4)	03/27/2026		A		1,995		(4)	(4)	Common Stock	1,995	$0	9,378	D
Restricted Stock Unit	(1)	03/30/2026		M			761	(1)	(1)	Common Stock	761	$0	5,396	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/Gregory Gehlmann 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 insider transactions did TCBK executive Gregory Gehlmann report on March 30, 2026?

Gregory A. Gehlmann reported exercising 761 Restricted Stock Units into Common Stock and a related tax withholding of 444 shares at $47.09 per share. These actions reflect vesting of prior equity awards rather than open-market buying or selling activity.

How many TCBK shares does Gregory Gehlmann hold after the latest Form 4?

After the reported transactions, Gregory Gehlmann holds 21,131.9873 shares of TRICO BANCSHARES Common Stock directly and 2,380.83 shares indirectly through an ESOP. These figures show his ongoing equity exposure to the company following routine compensation-related activity.

What new RSU awards did TCBK grant to Gregory Gehlmann in March 2026?

On March 27, 2026, Gregory Gehlmann received a grant of 1,995 Restricted Stock Units tied to TRICO BANCSHARES Common Stock. The award vests in approximately one-third increments annually over three years, with cash dividends on RSUs reinvested in additional shares at fair market value.

What performance stock units (PSUs) did TCBK grant to Gregory Gehlmann?

On March 27, 2026, he received 1,995 performance-based restricted stock units that cliff vest after three years. The actual shares earned can range from 0% to 150% of target, based on total stockholder return versus the KBW Regional Banking Index.

How were TCBK RSU dividends treated for Gregory Gehlmann’s award?

For Gregory Gehlmann’s RSU award, cash dividends are reinvested in TRICO BANCSHARES Common Stock at fair market value on each dividend payment date. This reinvestment increases his share-based compensation as additional shares accumulate over time through dividend reinvestment.

Was the 444-share disposition in TCBK stock an open-market sale?

No. The 444-share disposition was coded as an F transaction, meaning shares were withheld to pay tax liabilities. This reflects tax withholding on vested equity, not an open-market sale initiated to change his investment position.