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Trico Bancshares (TCBK) EVP reports RSU vesting, new RSU and PSU grants

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

Rhea-AI Filing Summary

Trico Bancshares executive Daniel K. Bailey reported routine equity compensation activity and related tax withholding. On March 30, 2026, a 33% portion of a prior Restricted Stock Unit (RSU) award vested into 1,267 shares of common stock, with the vesting price noted at $47.09 per share. Of these shares, 743 were withheld to cover tax liabilities, leaving Bailey with 58,627.41 common shares held directly afterward.

On March 27, 2026, Bailey received new equity awards: a grant of 3,897 RSUs that vest in roughly one‑third increments annually over three years, and a grant of 3,897 performance-based stock units (PSUs) that cliff vest after three years based on total stockholder return versus the KBW Regional Banking Index, between 0% and 150% of the target. The RSU grant carried a per‑unit value of $48.12 on the grant date. Bailey also reports 11,831.95 common shares held indirectly through an ESOP.

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Insider BAILEY DANIEL K
Role EVP Chief Banking Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 1,267 $0.00 --
Exercise Common Stock 1,267 $0.00 --
Tax Withholding Common Stock 743 $47.09 $35K
Grant/Award Restricted Stock Unit 3,897 $0.00 --
Grant/Award Performance Stock Unit 3,897 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 9,551 shares (Direct); Common Stock — 59,370.41 shares (Direct); Performance Stock Unit — 16,173 shares (Direct); Common Stock — 11,831.95 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.
RSU vesting shares 1,267 shares 33% vesting of prior RSU award on March 30, 2026
Tax-withheld shares 743 shares Shares withheld to pay tax liability at $47.09 per share
Direct common stock holdings 58,627.41 shares Common stock held directly after March 30, 2026 transactions
Indirect ESOP holdings 11,831.95 shares Common stock held indirectly by ESOP as of March 27, 2026
New RSU grant size 3,897 units RSU award granted March 27, 2026, vesting over three years
New PSU grant size 3,897 units Performance-based restricted stock award, three-year cliff vesting
RSU grant per-unit value $48.12 per unit Based on 30-day average closing price ending March 27, 2026
RSU vesting price $47.09 per share Price per share on RSU vesting date March 30, 2026
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.
cliff vests financial
"PSU award that cliff vests after 3 years between 0%-150% of the target"
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.
ESOP financial
"Common Stock ... 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.
tax liability financial
"Reflects shares withheld to pay toward tax liability"
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*
BAILEY DANIEL K

(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)
EVP Chief Banking Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026
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 Stock03/30/2026M1,267A(1)59,370.41D
Common Stock03/30/2026F743(2)D$47.0958,627.41D
Common Stock11,831.95IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(3)03/27/2026A3,897 (3) (3)Common Stock3,897$010,818D
Performance Stock Unit(4)03/27/2026A3,897 (4) (4)Common Stock3,897$016,173D
Restricted Stock Unit(1)03/30/2026M1,267 (1) (1)Common Stock1,267$09,551D
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/Daniel Bailey by Janine Howard, Attorney-in-Fact03/31/2026
** 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 equity awards did TCBK executive Daniel K. Bailey receive?

Daniel K. Bailey received 3,897 Restricted Stock Units and 3,897 performance-based stock units. The RSUs vest over three years, while the PSUs cliff vest after three years based on total stockholder return versus the KBW Regional Banking Index.

How many Trico Bancshares shares vested for Daniel K. Bailey?

A 33% tranche of a prior RSU award vested into 1,267 shares of Trico Bancshares common stock. The vesting occurred at a price of $47.09 per share, reflecting accumulated dividends included in the vesting amount.

Why were some TCBK shares withheld from Daniel K. Bailey?

Of the 1,267 vested shares, 743 were withheld to pay toward Bailey’s tax liability. This tax-withholding disposition is a non‑market event where shares are retained by the company instead of being sold on the open market.

What are the vesting terms of Daniel K. Bailey’s new RSU grant at TCBK?

The new RSU grant of 3,897 units vests in approximately 33.33% increments each year over three years. Cash dividends on these RSUs are reinvested in Trico Bancshares common stock at fair market value on each dividend payment date.

How do Daniel K. Bailey’s PSUs at Trico Bancshares vest?

Bailey’s performance-based restricted stock units cliff vest after three years, between 0% and 150% of the 3,897 target shares. The actual payout depends on Trico Bancshares’ total stockholder return relative to the KBW Regional Banking Index over the measurement period.

How many Trico Bancshares shares does Daniel K. Bailey hold after these transactions?

After the reported transactions, Bailey holds 58,627.41 shares of Trico Bancshares common stock directly. He also has 11,831.95 shares held indirectly through an employee stock ownership plan, in addition to his outstanding RSU and PSU awards.
Trico Bancshares

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