トライコーバンクシェアーズの四半期報告

TriCo 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 10-Q

___________________


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended: June 30, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to

Commission File Number: 000-10661

___________________

(Exact Name of Registrant as Specified in Its Charter)

___________________


CA						94-2792841
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

63 Constitution Drive

Chico, California 95973

(Address of Principal Executive Offices)(Zip Code)

(530) 898-0300

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock

TCBK

The NASDAQ Stock Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practical date:

Common stock, no par value: 32,558,976 shares outstanding as of August 8, 2025.

Table of Contents

TriCo Bancshares

FORM 10-Q

TABLE OF CONTENTS


			Page
PART I – FINANCIAL INFORMATION			3
Item 1 – Financial Statements (Unaudited)			3
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
Item 3 – Quantitative and Qualitative Disclosures about Market Risk			60
Item 4 – Controls and Procedures			60
PART II – OTHER INFORMATION			61
Item 1 – Legal Proceedings			61
Item 1A – Risk Factors			61
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			61
Item 5 – Other Information
Item 6 – Exhibits			62
Signatures			63

Table of Contents

GLOSSARY OF ACRONYMS AND TERMS

The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:


ACL			Allowance for Credit Losses
AFS			Available-for-Sale
AOCI			Accumulated Other Comprehensive Income
ASC			Accounting Standards Codification
CDs			Certificates of Deposit
CDI			Core Deposit Intangible
CRE			Commercial Real Estate
CMO			Collateralized Mortgage Obligation
CODM			Chief Operating Decision Maker
DFPI			State Department of Financial Protection and Innovation
FASB			Financial Accounting Standards Board
FDIC			Federal Deposit Insurance Corporation
FHLB			Federal Home Loan Bank
FOMC			Federal Open Market Committee
FRB			Federal Reserve Board
FTE			Fully taxable equivalent
GAAP			Generally Accepted Accounting Principles (United States of America)
HELOC			Home equity line of credit
HTM			Held-to-Maturity
LIBOR			London Interbank Offered Rate
NIM			Net interest margin
NPA			Nonperforming assets
OCI			Other comprehensive income
PCD			Purchase Credit Deteriorated
PSU			Performance Restricted Stock Unit
ROUA			Right-of-Use Asset
RSU			Restricted Stock Unit
SBA			Small Business Administration
SERP			Supplemental Executive Retirement Plan
SFR			Single Family Residence
SOFR			Secured Overnight Financing Rate
VRB			Valley Republic Bancorp
XBRL			eXtensible Business Reporting Language

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

TRICO BANCSHARES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data; unaudited)


	June 30, 2025		December 31, 2024
Assets:
Cash and due from banks	$	130,147	$	85,409
Cash at Federal Reserve and other banks	184,121		59,547
Cash and cash equivalents	314,268		144,956
Investment securities:
Marketable equity securities	2,656		2,609

Available for sale debt securities, at fair value (amortized cost of $2,004,864 and $2,138,533)	1,815,376		1,904,885
Held to maturity debt securities, at amortized cost, net of allowance for credit losses of $0	101,672		111,866
Restricted equity securities	17,250		17,250
Loans held for sale	1,577		709
Loans	6,958,993		6,768,523
Allowance for credit losses	(124,455)		(125,366)
Total loans, net	6,834,538		6,643,157
Premises and equipment, net	70,092		70,287
Cash value of life insurance	135,520		140,149
Accrued interest receivable	32,534		34,810
Goodwill	304,442		304,442
Other intangible assets, net	5,435		6,432
Operating leases, right-of-use	22,158		23,529
Other assets	266,465		268,647
Total assets	$	9,923,983	$	9,673,728
Liabilities and Shareholders’ Equity:
Liabilities:
Deposits:
Noninterest-bearing demand	$	2,559,788	$	2,548,613
Interest-bearing	5,816,021		5,538,963
Total deposits	8,375,809		8,087,576
Accrued interest payable	10,172		11,501
Operating lease liability	23,965		25,437
Other liabilities	128,162		137,506
Other borrowings	17,788		89,610
Junior subordinated debt	101,264		101,191
Total liabilities	8,657,160		8,452,821
Commitments and contingencies (Note 9)
Shareholders’ equity:
Preferred stock, no par value: 1,000,000 shares authorized, zero issued and outstanding at June 30, 2025 and December 31, 2024	—		—
Common stock, no par value: 50,000,000 shares authorized; 32,550,264 and 32,970,425 issued and outstanding at June 30, 2025 and December 31, 2024, respectively	685,489		693,462
Retained earnings	702,690		679,907
Accumulated other comprehensive loss, net of tax	(121,356)		(152,462)
Total shareholders’ equity	1,266,823		1,220,907
Total liabilities and shareholders’ equity	$	9,923,983	$	9,673,728

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data; unaudited)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Interest and dividend income:
Loans, including fees	$	98,695	$	98,229	$	194,073	$	194,713
Investments:
Taxable securities	14,548		16,617		29,921		34,066
Tax exempt securities	879		915		1,763		1,832
Dividends	373		387		752		767
Interest bearing cash at Federal Reserve and other banks	1,866		884		3,929		1,071
Total interest and dividend income	116,361		117,032		230,438		232,449
Interest expense:
Deposits	28,038		29,021		56,903		52,550
Other borrowings	92		4,118		1,061		11,496
Junior subordinated debt	1,712		1,896		3,413		3,670
Total interest expense	29,842		35,035		61,377		67,716
Net interest income	86,519		81,997		169,061		164,733
Provision for credit losses	4,665		405		8,393		4,710
Net interest income after credit loss provision	81,854		81,592		160,668		160,023
Non-interest income:
Service charges and fees	13,650		12,796		26,328		25,433
Gain on sale of loans	503		388		847		649
Gain (Loss) on sale or exchange of investment securities	4		(45)		(1,142)		(45)
Asset management and commission income	1,635		1,359		3,123		2,487
Increase in cash value of life insurance	842		831		1,662		1,634
Other	456		537		2,345		1,479
Total non-interest income	17,090		15,866		33,163		31,637
Non-interest expense:
Salaries and related benefits	38,286		35,401		75,141		69,705
Other	22,845		22,938		45,575		45,138
Total non-interest expense	61,131		58,339		120,716		114,843
Income before provision for income taxes	37,813		39,119		73,115		76,817
Provision for income taxes	10,271		10,085		19,210		20,034
Net income	$	27,542	$	29,034	$	53,905	$	56,783
Per share data:
Basic earnings per share	$	0.84	$	0.88	$	1.64	$	1.71
Diluted earnings per share	$	0.84	$	0.87	$	1.63	$	1.70
Dividends per share	$	0.33	$	0.33	$	0.66	$	0.66

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands; unaudited)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net income	$	27,542	$	29,034	$	53,905	$	56,783
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on available for sale securities arising during the period	9,008		2,852		31,106		(8,346)
Change in minimum pension liability	—		—		—		—
Change in joint beneficiary agreements	—		—		—		—
Other comprehensive income (loss)	9,008		2,852		31,106		(8,346)
Comprehensive income	$	36,550	$	31,886	$	85,011	$	48,437

See accompanying notes to unaudited condensed consolidated financial statements.

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TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except share and per share data; unaudited)


	Shares of Common Stock	Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balance at April 1, 2024	33,168,770	$	696,464	$	630,954	$	(164,367)	$	1,163,051
Net income				29,034				29,034
Other comprehensive income (loss)						2,852		2,852

RSU vesting		851						851
PSU vesting		344						344
RSUs released	63,811							—
PSUs released	32,248							—

Repurchase of common stock	(275,502)	(5,781)		(4,396)				(10,177)
Dividends paid ($0.33 per share)				(10,905)				(10,905)
Three months ended June 30, 2024	32,989,327	$	691,878	$	644,687	$	(161,515)	$	1,175,050

Balance at April 1, 2025	32,892,488	$	692,500	$	693,383	$	(130,364)	$	1,255,519
Net income				27,542				27,542
Other comprehensive income (loss)						9,008		9,008

RSU vesting		883						883
PSU vesting		353						353
RSUs released	49,296							—


Repurchase of common stock	(391,520)	(8,247)		(7,466)				(15,713)
Dividends paid ($0.33 per share)				(10,769)				(10,769)
Three months ended June 30, 2025	32,550,264	$	685,489	$	702,690	$	(121,356)	$	1,266,823



Balance at January 1, 2024	33,268,102	$	697,349	$	615,502	$	(153,169)	$	1,159,682
Net income				56,783				56,783
Other comprehensive income (loss)						(8,346)		(8,346)

RSU vesting		1,619						1,619
PSU vesting		775						775
RSUs released	63,811							—
PSUs released	32,248							—
Repurchase of common stock	(374,834)	(7,865)		(5,720)				(13,585)
Dividends paid ($0.66 per share)				(21,878)				(21,878)
Six months ended June 30, 2024	32,989,327	691,878		644,687		(161,515)		1,175,050

Balance at January 1, 2025	32,970,425	$	693,462	$	679,907	$	(152,462)	$	1,220,907
Net income				53,905				53,905
Other comprehensive income (loss)						31,106		31,106

RSU vesting		1,680						1,680
PSU vesting		695						695
RSUs released	71,135							—

Repurchase of common stock	(491,296)	(10,348)		(9,474)				(19,822)
Dividends paid ($0.66 per share)				(21,648)				(21,648)
Six months ended June 30, 2025	32,550,264	$	685,489	$	702,690	$	(121,356)	$	1,266,823

See accompanying notes to unaudited condensed consolidated financial statements.

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TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands; unaudited)


	For the six months ended June 30,
	2025		2024
Operating activities:
Net income	$	53,905	$	56,783
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment, and amortization	3,104		3,000
Amortization of intangible assets	997		2,060
Provision for credit losses	8,393		4,710
Amortization of investment securities premium, net	919		271
Loss on sale of investment securities	1,142		45
Originations of loans for resale	(38,334)		(25,245)
Proceeds from sale of loans originated for resale	37,984		25,682
Gain on sale of loans	(847)		(649)
Change in fair market value of mortgage servicing rights	192		136
Provision for losses on foreclosed assets	3		262
Gain on transfer of loans to foreclosed assets	—		(38)

Change in the market value of foreclosed assets	(3)		—
Operating lease expense payments	(2,996)		(3,147)
Loss on disposal of fixed assets	90		6
Increase in cash value of life insurance	(1,662)		(1,634)
Gain on life insurance death benefit	(1,207)		—
(Gain) loss on marketable and trading equity securities	(47)		149
Equity compensation vesting expense	2,375		2,394
Change in:
Interest receivable	2,276		1,241
Interest payable	(1,329)		3,573
Amortization of operating lease ROUA	2,895		3,028
Other assets and liabilities, net	(14,100)		(15,737)
Net cash from operating activities	53,750		56,890
Investing activities:
Proceeds from maturities of securities available for sale	125,572		221,664
Proceeds from maturities of securities held to maturity	10,107		10,713
Proceeds from sale and calls of available for sale securities	30,743		28,570
Purchases of securities available for sale	(24,620)		(53,468)
Loan origination and principal collections, net	(198,569)		49,578

Proceeds from sale of other real estate owned	103		—

Purchases of premises and equipment	(2,715)		(2,010)


Net cash from (used by) investing activities	(59,379)		255,047
Financing activities:
Net change in deposits	288,233		216,192
Net change in other borrowings	(71,822)		(384,809)
Repurchase of common stock	(19,822)		(13,585)
Dividends paid	(21,648)		(21,878)

Net cash from (used by) financing activities	174,941		(204,080)
Net change in cash and cash equivalents	169,312		107,857
Cash and cash equivalents, beginning of period	144,956		98,701
Cash and cash equivalents, end of period	$	314,268	$	206,558

See accompanying notes to unaudited condensed consolidated financial statements.

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Supplemental disclosure of noncash activities:
Unrealized gain (loss) on securities available for sale	$	44,160	$	(11,848)

Market value of shares tendered in-lieu of cash to pay for exercise of equity and/or related taxes	907		1,102
Obligations incurred in conjunction with leased assets	1,006		1,426
Life insurance receivable	7,414		—
Loans transferred to foreclosed assets	—		12
Supplemental disclosure of cash flow activity:
Cash paid for interest expense	$	62,706	$	64,143
Cash paid for income taxes	19,600		21,200

See accompanying notes to unaudited condensed consolidated financial statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Description of Business and Basis of Presentation

TriCo Bancshares (the “Company” or “we”) is a California corporation organized to act as a bank holding company for Tri Counties Bank (the “Bank”). The Company and the Bank are headquartered in Chico, California. The Bank is a California-chartered bank that is engaged in the general commercial banking business in 31 California counties. The consolidated financial statements are prepared in accordance with accounting policies generally accepted in the United States of America and general practices in the banking industry. All adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. The financial statements include the accounts of the Company. All inter-company accounts and transactions have been eliminated in consolidation.

The Company has five capital subsidiary business trusts (collectively, the “Capital Trusts”) that issued trust preferred securities, including two organized by the Company and three acquired with the acquisition of North Valley Bancorp. For financial reporting purposes, the Company’s investments in the Capital Trusts of $1.8 million are accounted for under the equity method and, accordingly, are not consolidated and are included in other assets on the consolidated balance sheet. See the Note 8 - footnote Junior Subordinated Debt for additional information on borrowings outstanding.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). The Company believes that the disclosures made are adequate to make the information not misleading.

Segment and Significant Group Concentration of Credit Risk

The Company grants agribusiness, commercial, consumer, and residential loans to customers located throughout California. The Company has a diversified loan portfolio within the business segments located in this geographical area. While our Chief Executive Officer, the chief operating decision-maker (CODM), may monitor the revenue streams of the various products and services, operations are managed, financial performance is evaluated, and decisions are generally made on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis. Accordingly, operations are considered by management to be aggregated in one reportable operating segment.

Geographical Descriptions

For the purpose of describing the geographical location of the Company’s operations, the Company has defined northern California as that area of California north of, and including, Stockton to the east and San Jose to the west; central California as that area of the state south of Stockton and San Jose, to and including, Bakersfield to the east and San Luis Obispo to the west; and southern California as that area of the state south of Bakersfield and San Luis Obispo.

Reclassification

Some items in the prior year consolidated financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or shareholders’ equity.

Cash and Cash Equivalents

Net cash flows are reported for loan and deposit transactions and other borrowings. For purposes of the consolidated statement of cash flows, cash, due from banks with original maturities less than 90 days, interest-earning deposits in other banks, and Federal funds sold are considered to be cash equivalents.

Allowance for Credit Losses - Securities

The Company measures expected credit losses on HTM debt securities on a collective basis by major security type, then further disaggregated by sector and bond rating. Accrued interest receivable on HTM debt securities was considered insignificant at June 30, 2025 and December 31, 2024 and is therefore excluded from the estimate of credit losses. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts based on current and expected changes in credit ratings and default rates.

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Based on the implied guarantees of the U. S. Government or its agencies related to certain of these investment securities, and the absence of any historical or expected losses, substantially all qualify for a zero loss assumption. Management has separately evaluated its HTM investment securities from obligations of state and political subdivisions utilizing the historical loss data represented by similar securities over a period of time spanning nearly 50 years. As a result of this evaluation, management determined that the expected credit losses associated with these securities is not significant for financial reporting purposes and therefore, no allowance for credit losses has been recognized for any period reported.

The Company evaluates AFS debt securities in an unrealized loss position to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the allowance for credit losses and the adjustment to net income may be reversed if conditions change. However, if the Company intends to sell an impaired available for sale debt security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount is recognized in earnings with a corresponding adjustment to the security's amortized cost basis. In evaluating available for sale debt securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers' financial condition, among other factors. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the ACL when management believes the uncollectability of an available for sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met. No security credit losses were recognized during the six month periods ended June 30, 2025 and 2024, respectively.

Loans

Loans that management has the intent and ability to hold until maturity or payoff are reported at principal amount outstanding, net of deferred loan fees and costs. Loans are placed in nonaccrual status when reasonable doubt exists as to the full, timely collection of interest or principal, or a loan becomes contractually past due by 90 days or more with respect to interest or principal and is not well secured and in the process of collection. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed against interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is considered probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of Management, the loan is estimated to be fully collectible as to both principal and interest. Accrued interest receivable is not included in the calculation of the allowance for credit losses.

Allowance for Credit Losses - Loans

The ACL is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged-off against the allowance when management believes the recorded loan balance is confirmed as uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Regardless of the determination that a charge-off is appropriate for financial accounting purposes, the Company manages its loan portfolio by continually monitoring, where possible, a borrower's ability to pay through the collection of financial information, delinquency status, borrower discussion and the encouragement to repay in accordance with the original contract or modified terms, if appropriate.

The ACL consists of two primary components: (1) the determination of an ACL for loans that are individually identified and analyzed and (2) establishment of an ACL for loans collectively analyzed. To determine the collectively analyzed portion of the ACL, the Company identified various portfolio segments based on loan attributes such as, but not limited to; collateral type and loan purpose or use, to ensure loans with similar risk characteristics are measured on a collective basis. The Company utilizes three different loss model configurations and assigned each of the portfolio segments to one of the three loss model configurations. Historical credit loss experience for financial institutions nationwide, paired with relevant forecasts of macroeconomic conditions, forms the basis for the estimate of expected credit losses amongst the collectively analyzed loan portfolio. Further, each of the three loss model configurations utilized by the Company incorporate unique inputs, such as the following:

(1) Commercial Real Estate: origination vintage, delinquency status, loan-to-value as of the origination date, stated maturity date, property type, and property status

(2) Commercial and Industrial: loan maturity, credit spread at origination, risk grade, and loan type

(3) Consumer: FICO, origination vintage, product type, and state geography if applicable

One of the key assumptions requiring significant judgment in the process is estimating the Company's ACL relates to macroeconomic forecasts that are incorporated into the loss models. As all economic outlooks are inherently uncertain, the Company utilizes various data points to better inform management's estimation of expected credit losses given observable and forecast changes in the economic environment and market conditions. These macroeconomic scenario forecasts incorporate variables that have historically been key drivers of increases and decreases in credit losses. These variables include, but are not limited to: gross domestic product, unemployment rate, consumer price index, corporate interest rate spreads, and economic policy.

After quantitative considerations, management evaluates the need for additional qualitative adjustments that consider the expected impact of certain factors not fully captured in the quantitative and macroeconomic reserve calculations. These qualitative adjustments may apply to the collectively analyzed pool as a whole, one or more of the three loss models, or to one or more of the loan portfolio segments.

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PCD assets are assets acquired at a discount that is due, in part, to credit quality deterioration since their origination. PCD assets are initially recorded and accounted for at fair value, by taking the sum of the present value of expected future cash flows and an allowance for credit losses, at acquisition. The allowance for credit losses for PCD assets is recorded through a gross-up of reserves on the balance sheet, while the allowance for acquired non-PCD assets, such as loans, is recorded through the provision for credit losses on the income statement, consistent with originated loans. Subsequent to acquisition, the allowance for credit losses for PCD loans will generally follow the same forward-looking estimation, provision, and charge-off process as non-PCD acquired and originated loans

Allowance for Credit Losses - Unfunded commitments

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance for credit loss calculation, other than those that are unconditionally cancellable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment. The allowance for credit losses for off-balance-sheet credit risk exposures is reported in other liabilities in the condensed consolidated balance sheets.

Accounting Standards Update

Accounting standards adopted in the current period

Standard

Summary of Guidance

Effects on financial statements

None

Accounting standards yet to be adopted

Standard

Summary of Guidance

Effects on financial statements

None

Note 2 - Investment Securities

The amortized cost, estimated fair values and allowance for credit losses of investments in debt securities are summarized in the following tables:


	June 30, 2025
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Debt Securities Available for Sale
Obligations of U.S. government agencies	$	1,221,272	$	727	$	(135,917)	$	1,086,082
Obligations of states and political subdivisions	240,719		34		(28,182)		212,571
Corporate bonds	5,690		4		(191)		5,503
Asset backed securities	265,749		171		(2,241)		263,679
Non-agency collateralized mortgage obligations	271,434		174		(24,067)		247,541
Total debt securities available for sale	$	2,004,864	$	1,110	$	(190,598)	$	1,815,376
Debt Securities Held to Maturity
Obligations of U.S. government agencies	$	98,940	$	3	$	(4,646)	94,297
Obligations of states and political subdivisions	2,732		1		(57)		2,676
Total debt securities held to maturity	$	101,672	$	4	$	(4,703)	$	96,973

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	December 31, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Debt Securities Available for Sale
Obligations of U.S. government agencies	$	1,268,654	$	16	$	(174,485)	$	1,094,185
Obligations of states and political subdivisions	249,627		66		(28,949)		220,744
Corporate bonds	6,182		—		(345)		5,837
Asset backed securities	314,814		687		(1,238)		314,263
Non-agency collateralized mortgage obligations	299,256		238		(29,638)		269,856
Total debt securities available for sale	$	2,138,533	$	1,007	$	(234,655)	$	1,904,885
Debt Securities Held to Maturity
Obligations of U.S. government agencies	$	109,155	$	3	$	(7,443)	$	101,715
Obligations of states and political subdivisions	2,711		2		(79)		2,634
Total debt securities held to maturity	$	111,866	$	5	$	(7,522)	$	104,349

Proceeds from the sale of available for sale investment securities totaled $0.7 million and $28.6 million for the three months ended June 30, 2025 and 2024, respectively, and resulted in gross realized gains of $4.0 thousand and gross realized losses of $2.9 million during those respective periods. Proceeds from the sale of available for sale investment securities totaled $30.7 million and $28.6 million for the six months ended June 30, 2025 and 2024, respectively, resulting in gross realized losses of $1.1 million and $2.9 million, respectively.

Investment securities with an aggregate carrying value of $891.9 million and $716.0 million at June 30, 2025 and December 31, 2024, respectively, were pledged as collateral for specific borrowings, lines of credit or local agency deposits.

The amortized cost and estimated fair value of debt securities at June 30, 2025 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. At June 30, 2025, obligations of the U.S. government and agencies with a cost basis totaling $1.2 billion consist almost entirely of residential real estate mortgage-backed securities whose contractual maturity, or principal repayment, will follow the repayment of the underlying mortgages. For purposes of the following table, the entire outstanding balance of these mortgage-backed securities issued by the U.S. government and agencies is categorized based on final maturity date. At June 30, 2025, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S. government corporations and agencies to be approximately 6.35 years. Average remaining life is defined as the time span after which the principal balance has been reduced by half.

As of June 30, 2025, the contractual final maturity for available for sale and held to maturity investment securities is as follows:


Debt Securities	Available for Sale				Held to Maturity
(in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value

Due in one year	$	6,846	$	6,808	$	1,168	$	1,169
Due after one year through five years	54,833		53,091		2,334		2,282
Due after five years through ten years	163,284		152,467		97,202		92,601
Due after ten years	1,779,901		1,603,010		968		921
Totals	$	2,004,864	$	1,815,376	$	101,672	$	96,973

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of June 30, 2025, the Company has concluded that it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio. There was no allowance for credit losses related to investment securities as of June 30, 2025 or December 31, 2024.

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Gross unrealized losses on debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:


June 30, 2025:	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Debt Securities Available for Sale
Obligations of U.S. government agencies	$	12,636	$	(54)	$	992,579	$	(135,863)	$	1,005,215	$	(135,917)
Obligations of states and political subdivisions	10,508		(401)		198,470		(27,781)		208,978		(28,182)
Corporate bonds	—		—		4,253		(191)		4,253		(191)
Asset backed securities	66,780		(340)		72,002		(1,901)		138,782		(2,241)
Non-agency collateralized mortgage obligations	—		—		215,877		(24,067)		215,877		(24,067)
Total debt securities available for sale	$	89,924	$	(795)	$	1,483,181	$	(189,803)	$	1,573,105	$	(190,598)
Debt Securities Held to Maturity
Obligations of U.S. government agencies	$	—	$	—	$	94,137	$	(4,646)	$	94,137	$	(4,646)
Obligations of states and political subdivisions	—		—		1,507		(57)		1,507		(57)
Total debt securities held to maturity	$	—	$	—	$	95,644	$	(4,703)	$	95,644	$	(4,703)


December 31, 2024:	Less than 12 months				12 months or more				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Debt Securities Available for Sale
Obligations of U.S. government agencies	$	63,714	$	(842)	$	1,021,654	$	(173,643)	$	1,085,368	$	(174,485)
Obligations of states and political subdivisions	7,457		(140)		208,063		(28,809)		215,520		(28,949)
Corporate bonds	1,229		(17)		4,608		(328)		5,837		(345)
Asset backed securities	44,707		(30)		75,734		(1,208)		120,441		(1,238)
Non-agency collateralized mortgage obligations	—		—		236,671		(29,638)		236,671		(29,638)
Total debt securities available for sale	$	117,107	$	(1,029)	$	1,546,730	$	(233,626)	$	1,663,837	$	(234,655)
Debt Securities Held to Maturity
Obligations of U.S. government agencies	$	—	$	—	$	101,553	$	(7,443)	$	101,553	$	(7,443)
Obligations of states and political subdivisions	—		—		1,485		(79)		1,485		(79)
Total debt securities held to maturity	$	—	$	—	$	103,038	$	(7,522)	$	103,038	$	(7,522)

Obligations of U.S. government agencies: The unrealized losses on investments in obligations of U.S. government agencies are caused by interest rate increases and illiquidity. The contractual cash flows of these securities are guaranteed by U.S. Government Sponsored Entities (principally Fannie Mae and Freddie Mac). It is expected that the securities would not be settled at a price less than the amortized cost of the investment. Because management believes the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell and more likely than not will not be required to sell, there is no impairment on these securities and there has been no credit losses recorded as of June 30, 2025. At June 30, 2025, 228 debt securities representing obligations of U.S. government agencies had unrealized losses with aggregate depreciation of 11.34% from the Company’s amortized cost basis.

Obligations of states and political subdivisions: The unrealized losses on investments in obligations of states and political subdivisions were caused by increases in required yields by investors in these types of securities. It is expected that the securities would not be settled at a price less than the amortized cost of the investment. Because management believes the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell and more likely than not will not be required to sell, there is no impairment on these securities and there has been no credit losses recorded as of June 30, 2025. At June 30, 2025, 153 debt securities representing obligations of states and political subdivisions had unrealized losses with aggregate depreciation of 11.83% from the Company’s amortized cost basis.

Corporate bonds: The unrealized losses on investments in corporate bonds were caused by increases in required yields by investors in these types of securities. It is expected that the securities would not be settled at a price less than the amortized cost of the investment. Because management believes the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell and more likely than not will not be required to sell, there is no impairment on these securities and there has been no credit losses recorded as of June 30, 2025. At June 30, 2025, 4 debt securities representing corporate bonds had unrealized losses with aggregate depreciation of 4.30% from the Company’s amortized cost basis.

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Asset backed securities: The unrealized losses on investments in asset backed securities were caused by increases in required yields by investors for these types of securities. At the time of purchase, each of these securities was rated AA or AAA and through June 30, 2025 has not experienced any deterioration in credit rating. At June 30, 2025, 23 asset backed securities had unrealized losses with aggregate depreciation of 1.59% from the Company’s amortized cost basis. The Company continues to monitor these securities for changes in credit rating or other indications of credit deterioration. Because management believes the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell and more likely than not will not be required to sell, there is no impairment on these securities and there has been no credit losses recorded as of June 30, 2025.

Non-agency collateralized mortgage obligations: The unrealized losses on investments in asset backed securities were caused by increases in required yields by investors in these types of securities. It is expected that the securities would not be settled at a price less than the amortized cost of the investment. Because management believes the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell and more likely than not will not be required to sell, there is no impairment on these securities and there has been no credit losses recorded as of June 30, 2025. At June 30, 2025, 17 asset backed securities had unrealized losses with aggregate depreciation of 10.03% from the Company’s amortized cost basis.

The Company monitors credit quality of debt securities held-to-maturity through the use of credit rating. The Company monitors the credit rating on a monthly basis. The following table summarizes the amortized cost of debt securities held-to-maturity at the dates indicated, aggregated by credit quality indicator:


	June 30, 2025				December 31, 2024
(in thousands)	AAA/AA/A		BBB/BB/B		AAA/AA/A		BBB/BB/B
Obligations of U.S. government agencies	$	98,940	$	—	$	109,155	$	—
Obligations of states and political subdivisions	2,732		—		2,711		—
Total debt securities held to maturity	$	101,672	$	—	$	111,866	$	—

Note 3 – Loans

A summary of loan balances at amortized cost are as follows:


(in thousands)	June 30, 2025		December 31, 2024
Commercial real estate:
CRE non-owner occupied	$	2,438,949	$	2,323,036
CRE owner occupied	997,205		961,415
Multifamily	1,030,052		1,028,035
Farmland	264,526		265,146
Total commercial real estate loans	4,730,732		4,577,632
Consumer:
SFR 1-4 1st DT liens	850,208		859,660
SFR HELOCs and junior liens	390,344		363,420
Other	48,139		57,979
Total consumer loans	1,288,691		1,281,059
Commercial and industrial	467,564		471,271
Construction	304,920		279,933
Agriculture production	161,457		151,822
Leases	5,629		6,806
Total loans, net of deferred loan fees and discounts	$	6,958,993	$	6,768,523
Total principal balance of loans owed, net of charge-offs	$	6,991,115	$	6,804,113
Unamortized net deferred loan fees	(15,054)		(15,283)
Discounts to principal balance of loans owed, net of charge-offs	(17,068)		(20,307)
Total loans, net of unamortized deferred loan fees and discounts	$	6,958,993	$	6,768,523
Allowance for credit losses on loans	$	(124,455)	$	(125,366)

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Note 4 – Allowance for Credit Losses

For the periods indicated, the following tables summarize the activity in the allowance for credit losses on loans which is recorded as a contra asset, and the reserve for unfunded commitments which is recorded on the balance sheet within other liabilities:


	Allowance for credit losses – Three months ended June 30, 2025
(in thousands)	Beginning Balance		Charge-offs		Recoveries		Provision (benefit)		Ending Balance
Commercial real estate:
CRE non-owner occupied	$	39,670	$	—	$	—	$	1,251	$	40,921
CRE owner occupied	12,169		—		1		(592)		11,578
Multifamily	15,604		—		—		(507)		15,097
Farmland	4,737		—		—		2,151		6,888
Total commercial real estate loans	72,180		—		1		2,303		74,484
Consumer:
SFR 1-4 1st DT liens	10,995		—		—		140		11,135
SFR HELOCs and junior liens	11,650		—		4		367		12,021
Other	2,895		(200)		36		(569)		2,162
Total consumer loans	25,540		(200)		40		(62)		25,318
Commercial and industrial	17,561		(8,384)		60		787		10,024
Construction	10,346		—		—		649		10,995
Agriculture production	2,768		(11)		1		851		3,609
Leases	28		—		—		(3)		25
Allowance for credit losses on loans	128,423		(8,595)		102		4,525		124,455
Reserve for unfunded commitments	7,065		—		—		140		7,205
Total	$	135,488	$	(8,595)	$	102	$	4,665	$	131,660


	Allowance for credit losses – Six months ended June 30, 2025
(in thousands)	Beginning Balance		Charge-offs		Recoveries		Provision (benefit)		Ending Balance
Commercial real estate:
CRE non-owner occupied	$	37,229	$	—	$	—	$	3,692	$	40,921
CRE owner occupied	15,747		—		1		(4,170)		11,578
Multifamily	15,913		—		—		(816)		15,097
Farmland	3,960		—		—		2,928		6,888
Total commercial real estate loans	72,849		—		1		1,634		74,484
Consumer:
SFR 1-4 1st DT liens	14,227		—		—		(3,092)		11,135
SFR HELOCs and junior liens	10,411		—		16		1,594		12,021
Other	2,825		(317)		73		(419)		2,162
Total consumer loans	27,463		(317)		89		(1,917)		25,318
Commercial and industrial	14,397		(8,641)		166		4,102		10,024
Construction	7,224		—		—		3,771		10,995
Agriculture production	3,403		(11)		614		(397)		3,609
Leases	30		—		—		(5)		25
Allowance for credit losses on loans	125,366		(8,969)		870		7,188		124,455
Reserve for unfunded commitments	6,000		—		—		1,205		7,205
Total	$	131,366	$	(8,969)	$	870	$	8,393	$	131,660

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The Company consistently seeks to refine its estimation methodology for determining the allowance for credit losses, the effects of which were insignificant during the current period, and are expected to be insignificant in future periods. Management continues to estimate the appropriate level of reserves using all relevant information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Management believes the primary risks inherent in the portfolio are a general decline in the economy or GDP, a decline in real estate market values, rising unemployment, increasing vacancy rates, and increases inflation or interest rates in the absence of economic improvement or any other such factors. Any one or a combination of these events may adversely affect a borrower's ability to repay its loan, resulting in increased delinquencies and loan losses. Although Management believes the Company has established and maintained the ACL on loans at appropriate levels, changes in reserves may be necessary if actual economic and other conditions differ substantially from the forecast used in estimating the ACL.


	Allowance for credit losses – Year ended December 31, 2024
(in thousands)	Beginning Balance		Charge-offs		Recoveries		Provision (benefit)		Ending Balance
Commercial real estate:
CRE non-owner occupied	$	35,077	$	—	$	187	$	1,965	$	37,229
CRE owner occupied	15,081		—		2		664		15,747
Multifamily	14,418		—		—		1,495		15,913
Farmland	4,288		—		—		(328)		3,960
Total commercial real estate loans	68,864		—		189		3,796		72,849
Consumer:
SFR 1-4 1st DT liens	14,009		(27)		—		245		14,227
SFR HELOCs and junior liens	10,273		(41)		395		(216)		10,411
Other	3,171		(746)		217		183		2,825
Total consumer loans	27,453		(814)		612		212		27,463
Commercial and industrial	12,750		(1,787)		547		2,887		14,397
Construction	8,856		—		—		(1,632)		7,224
Agriculture production	3,589		(1,450)		65		1,199		3,403
Leases	10		—		—		20		30
Allowance for credit losses on loans	121,522		(4,051)		1,413		6,482		125,366
Reserve for unfunded commitments	5,850		—		—		150		6,000
Total	$	127,372	$	(4,051)	$	1,413	$	6,632	$	131,366

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	Allowance for credit losses – Three months ended June 30, 2024
(in thousands)	Beginning Balance		Charge-offs		Recoveries		Provision (benefit)		Ending Balance
Commercial real estate:
CRE non-owner occupied	$	36,687	$	—	$	—	$	468	$	37,155
CRE owner occupied	16,111		—		1		(239)		15,873
Multifamily	15,682		—		—		291		15,973
Farmland	3,695		—		—		336		4,031
Total commercial real estate loans	72,175		—		1		856		73,032
Consumer:
SFR 1-4 1st DT liens	14,140		—		—		464		14,604
SFR HELOCs and junior liens	9,942		(9)		51		103		10,087
Other	3,359		(118)		81		(339)		2,983
Total consumer loans	27,441		(127)		132		228		27,674
Commercial and industrial	11,867		(870)		261		870		12,128
Construction	9,162		—		—		(1,696)		7,466
Agriculture production	3,708		(613)		4		81		3,180
Leases	41		—		—		(4)		37
Allowance for credit losses on loans	124,394		(1,610)		398		335		123,517
Reserve for unfunded commitments	6,140		—		—		70		6,210
Total	$	130,534	$	(1,610)	$	398	$	405	$	129,727


	Allowance for credit losses – Six months ended June 30, 2024
(in thousands)	Beginning Balance		Charge-offs		Recoveries		Provision (benefit)		Ending Balance
Commercial real estate:
CRE non-owner occupied	$	35,077	$	—	$	—	$	2,078	$	37,155
CRE owner occupied	15,081		—		1		791		15,873
Multifamily	14,418		—		—		1,555		15,973
Farmland	4,288		—		—		(257)		4,031
Total commercial real estate loans	68,864		—		1		4,167		73,032
Consumer:
SFR 1-4 1st DT liens	14,009		(26)		—		621		14,604
SFR HELOCs and junior liens	10,273		(41)		100		(245)		10,087
Other	3,171		(368)		121		59		2,983
Total consumer loans	27,453		(435)		221		435		27,674
Commercial and industrial	12,750		(1,000)		283		95		12,128
Construction	8,856		—		—		(1,390)		7,466
Agriculture production	3,589		(1,450)		25		1,016		3,180
Leases	10		—		—		27		37
Allowance for credit losses on loans	121,522		(2,885)		530		4,350		123,517
Reserve for unfunded commitments	5,850		—		—		360		6,210
Total	$	127,372	$	(2,885)	$	530	$	4,710	$	129,727

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including, but not limited to, trends relating to (i) the level of criticized and classified loans, (ii) net charge-offs, (iii) non-performing loans, and (iv) delinquency within the portfolio. The Company analyzes loans individually to classify the loans as to credit risk and grading. This analysis is performed annually for all outstanding balances greater than $1 million and non-homogeneous loans, such as commercial real estate loans, unless other indicators, such as delinquency, trigger more frequent evaluation. Loans below the $1 million threshold and homogenous in nature are evaluated as needed for proper grading based on delinquency and borrower credit scores.

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The Company utilizes a risk grading system to assign a risk grade to each of its loans. Loans are graded on a scale ranging from Pass to Loss. A description of the general characteristics of the risk grades is as follows:

•Pass – This grade represents loans ranging from acceptable to very little or no credit risk. These loans typically meet most if not all policy standards in regard to: loan amount as a percentage of collateral value, debt service coverage, profitability, leverage, and working capital.

•Special Mention – This grade represents “Other Assets Especially Mentioned” in accordance with regulatory guidelines and includes loans that display some potential weaknesses which, if left unaddressed, may result in deterioration of the repayment prospects for the asset or may inadequately protect the Company’s position in the future. These loans warrant more than normal supervision and attention.

•Substandard – This grade represents “Substandard” loans in accordance with regulatory guidelines. Loans within this rating typically exhibit weaknesses that are well defined to the point that repayment is jeopardized. Loss potential is, however, not necessarily evident. The underlying collateral supporting the credit appears to have sufficient value to protect the Company from loss of principal and accrued interest, or the loan has been written down to the point where this is true. There is a definite need for a well-defined workout/rehabilitation program.

•Doubtful – This grade represents “Doubtful” loans in accordance with regulatory guidelines. An asset classified as Doubtful has all the weaknesses inherent in a loan classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and financing plans.

•Loss – This grade represents “Loss” loans in accordance with regulatory guidelines. A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable asset is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan, even though some recovery may be affected in the future. The portion of the loan that is graded loss should be charged off no later than the end of the quarter in which the loss is identified.

Based on the most recent analysis performed, the risk category of loans by class of loans is as follows for the period indicated:


	Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2025												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
(in thousands)	2025		2024		2023		2022		2021		Prior
Commercial real estate:
CRE non-owner occupied risk ratings
Pass	$	134,117	$	188,430	$	179,403	$	416,411	$	273,727	$	1,029,079	$	170,755	$	—	$	2,391,922
Special Mention	—		—		10,581		11,697		3,697		3,303		769		—		30,047
Substandard	—		—		—		—		459		16,521		—		—		16,980
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	134,117	$	188,430	$	189,984	$	428,108	$	277,883	$	1,048,903	$	171,524	$	—	$	2,438,949
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—




Commercial real estate:
CRE owner occupied risk ratings
Pass	$	81,231	$	81,017	$	74,029	$	184,347	$	169,546	$	331,432	$	48,361	$	—	$	969,963
Special Mention	—		137		364		1,917		242		4,349		—		—		7,009
Substandard	—		1,423		237		5,968		5,482		7,025		98		—		20,233
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	81,231	$	82,577	$	74,630	$	192,232	$	175,270	$	342,806	$	48,459	$	—	$	997,205
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

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	Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2025												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
(in thousands)	2025		2024		2023		2022		2021		Prior
Commercial real estate:
Multifamily risk ratings
Pass	$	27,059	$	69,743	$	27,703	$	172,501	$	290,906	$	396,828	$	40,268	$	—	$	1,025,008
Special Mention	—		—		—		—		—		205		3,393		—		3,598
Substandard	—		—		—		460		—		986		—		—		1,446
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	27,059	$	69,743	$	27,703	$	172,961	$	290,906	$	398,019	$	43,661	$	—	$	1,030,052
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Commercial real estate:
Farmland risk ratings
Pass	$	6,179	$	23,378	$	18,416	$	34,878	$	20,129	$	47,705	$	32,942	$	—	$	183,627
Special Mention	390		—		—		2,051		3,237		3,863		2,743		—		12,284
Substandard	—		—		3,616		9,682		24,117		14,110		17,090		—		68,615
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	6,569	$	23,378	$	22,032	$	46,611	$	47,483	$	65,678	$	52,775	$	—	$	264,526
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Consumer loans:
SFR 1-4 1st DT liens risk ratings
Pass	$	38,151	$	55,570	$	98,686	$	165,908	$	232,105	$	241,674	$	—	$	4,937	$	837,031
Special Mention	—		—		—		291		1,555		1,036		—		316		3,198
Substandard	—		—		232		131		4,158		4,753		—		705		9,979
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	38,151	$	55,570	$	98,918	$	166,330	$	237,818	$	247,463	$	—	$	5,958	$	850,208
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Consumer loans:
SFR HELOCs and junior liens risk ratings
Pass	$	909	$	—	$	—	$	—	$	—	$	60	$	370,873	$	5,663	$	377,505
Special Mention	—		—		—		—		—		1		6,877		449		7,327
Substandard	—		—		—		—		—		—		5,115		397		5,512
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	909	$	—	$	—	$	—	$	—	$	61	$	382,865	$	6,509	$	390,344
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—




Consumer loans:
Other risk ratings
Pass	$	2,791	$	6,242	$	16,998	$	4,864	$	4,847	$	9,946	$	583	$	—	$	46,271
Special Mention	—		—		350		31		275		153		30		—		839
Substandard	6		66		247		292		145		271		2		—		1,029
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	2,797	$	6,308	$	17,595	$	5,187	$	5,267	$	10,370	$	615	$	—	$	48,139
Year-to-date gross charge-offs	$	234	$	59	$	15	$	—	$	—	$	4	$	5	$	—	$	317

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	Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2025												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
(in thousands)	2025		2024		2023		2022		2021		Prior
Commercial and industrial loans:
Commercial and industrial risk ratings
Pass	$	30,259	$	48,377	$	45,473	$	64,950	$	44,046	$	8,818	$	213,219	$	99	$	455,241
Special Mention	81		308		879		1,539		525		9		2,776		—		6,117
Substandard	—		206		66		392		770		281		4,292		47		6,054
Doubtful/Loss	—		—		—		56		96		—		—		—		152
Total	$	30,340	$	48,891	$	46,418	$	66,937	$	45,437	$	9,108	$	220,287	$	146	$	467,564
Year-to-date gross charge-offs	$	198	$	95	$	—	$	—	$	—	$	—	$	8,348	$	—	$	8,641


Construction loans:
Construction risk ratings
Pass	$	9,339	$	63,699	$	131,262	$	71,438	$	13,897	$	13,371	$	—	$	—	$	303,006
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		885		529		500		—		—		1,914
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	9,339	$	63,699	$	131,262	$	72,323	$	14,426	$	13,871	$	—	$	—	$	304,920
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Agriculture production loans:
Agriculture production risk ratings
Pass	$	606	$	907	$	1,248	$	1,797	$	581	$	6,696	$	143,967	$	—	$	155,802
Special Mention	—		—		—		—		—		191		2,605		—		2,796
Substandard	—		—		—		93		292		33		2,441		—		2,859
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	606	$	907	$	1,248	$	1,890	$	873	$	6,920	$	149,013	$	—	$	161,457
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	11	$	—	$	—	$	11


Leases:
Lease risk ratings
Pass	$	5,629	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	5,629
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—		—
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	5,629	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	5,629
Year-to-date gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—




Total loans outstanding:
Risk ratings
Pass	$	336,270	$	537,363	$	593,218	$	1,117,094	$	1,049,784	$	2,085,609	$	1,020,968	$	10,699	$	6,751,005
Special Mention	471		445		12,174		17,526		9,531		13,110		19,193		765		73,215
Substandard	6		1,695		4,398		17,903		35,952		44,480		29,038		1,149		134,621
Doubtful/Loss	—		—		—		56		96		—		—		—		152
Total	$	336,747	$	539,503	$	609,790	$	1,152,579	$	1,095,363	$	2,143,199	$	1,069,199	$	12,613	$	6,958,993
Year-to-date gross charge-offs	$	432	$	154	$	15	$	—	$	—	$	15	$	8,353	$	—	$	8,969

Table of Contents


	Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2024												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
(in thousands)	2024		2023		2022		2021		2019		Prior
Commercial real estate:
CRE non-owner occupied risk ratings
Pass	$	184,623	$	177,650	$	408,129	$	282,953	$	152,278	$	909,735	$	163,628	$	—	$	2,278,996
Special Mention	—		836		1,688		—		—		24,840		506		—		27,870
Substandard	—		—		—		—		—		16,170		—		—		16,170
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	184,623	$	178,486	$	409,817	$	282,953	$	152,278	$	950,745	$	164,134	$	—	$	2,323,036
Period end gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Commercial real estate:
CRE owner occupied risk ratings
Pass	$	83,320	$	75,804	$	191,619	$	177,134	$	104,490	$	254,282	$	35,961	$	—	$	922,610
Special Mention	1,618		—		2,699		1,731		206		11,950		—		—		18,204
Substandard	—		242		7,798		5,380		3,490		3,644		47		—		20,601
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	84,938	$	76,046	$	202,116	$	184,245	$	108,186	$	269,876	$	36,008	$	—	$	961,415
Period end gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Commercial real estate:
Multifamily risk ratings
Pass	$	65,376	$	27,904	$	171,470	$	294,317	$	117,889	$	289,229	$	44,816	$	—	$	1,011,001
Special Mention	—		—		—		11,926		—		207		3,393		—		15,526
Substandard	—		—		480		—		554		474		—		—		1,508
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	65,376	$	27,904	$	171,950	$	306,243	$	118,443	$	289,910	$	48,209	$	—	$	1,028,035
Period end gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Commercial real estate:
Farmland risk ratings
Pass	$	23,780	$	18,205	$	45,582	$	20,832	$	15,066	$	36,909	$	44,083	$	—	$	204,457
Special Mention	—		—		2,057		7,944		47		3,764		1,356		—		15,168
Substandard	—		2,770		—		20,414		—		10,416		11,921		—		45,521
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	23,780	$	20,975	$	47,639	$	49,190	$	15,113	$	51,089	$	57,360	$	—	$	265,146
Period end gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Consumer loans:
SFR 1-4 1st DT liens risk ratings
Pass	$	60,203	$	113,467	$	173,217	$	241,388	$	115,915	$	137,361	$	—	$	3,952	$	845,503
Special Mention	—		—		60		—		—		892		—		239		1,191
Substandard	—		244		137		3,467		2,092		6,393		—		633		12,966
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	60,203	$	113,711	$	173,414	$	244,855	$	118,007	$	144,646	$	—	$	4,824	$	859,660
Period end gross write-offs	$	—	$	27	$	—	$	—	$	—	$	—	$	—	$	—	$	27

Table of Contents


	Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2024												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
(in thousands)	2024		2023		2022		2021		2019		Prior
Consumer loans:
SFR HELOCs and junior liens risk ratings
Pass	$	236	$	—	$	—	$	—	$	—	$	68	$	345,902	$	5,799	$	352,005
Special Mention	—		—		—		—		—		4		6,082		327		6,413
Substandard	—		—		—		—		—		—		4,579		423		5,002
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	236	$	—	$	—	$	—	$	—	$	72	$	356,563	$	6,549	$	363,420
Period end gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	41	$	—	$	41


Consumer loans:
Other risk ratings
Pass	$	10,371	$	21,746	$	5,891	$	6,059	$	4,917	$	6,991	$	610	$	—	$	56,585
Special Mention	—		63		34		227		107		41		21		—		493
Substandard	37		152		304		111		2		294		1		—		901
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	10,408	$	21,961	$	6,229	$	6,397	$	5,026	$	7,326	$	632	$	—	$	57,979
Period end gross write-offs	$	385	$	88	$	40	$	74	$	37	$	108	$	14	$	—	$	746


Commercial and industrial loans:
Commercial and industrial risk ratings
Pass	$	73,321	$	49,921	$	61,634	$	48,255	$	3,721	$	8,463	$	203,978	$	150	$	449,443
Special Mention	137		775		1,970		63		275		851		3,197		—		7,268
Substandard	272		35		682		728		—		596		12,200		47		14,560
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	73,730	$	50,731	$	64,286	$	49,046	$	3,996	$	9,910	$	219,375	$	197	$	471,271
Period end gross write-offs	$	389	$	—	$	178	$	95	$	24	$	—	$	1,101	$	—	$	1,787


Construction loans:
Construction risk ratings
Pass	$	36,031	$	124,759	$	80,269	$	11,354	$	6,714	$	7,359	$	—	$	—	$	266,486
Special Mention	—		—		13,390		—		—		—		—		—		13,390
Substandard	—		—		—		—		—		57		—		—		57
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	36,031	$	124,759	$	93,659	$	11,354	$	6,714	$	7,416	$	—	$	—	$	279,933
Period end gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Agriculture production loans:
Agriculture production risk ratings
Pass	$	265	$	1,434	$	2,297	$	905	$	175	$	7,477	$	133,115	$	—	$	145,668
Special Mention	—		—		—		—		2		218		5,192		—		5,412
Substandard	—		—		138		485		107		12		—		—		742
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	265	$	1,434	$	2,435	$	1,390	$	284	$	7,707	$	138,307	$	—	$	151,822
Period end gross write-offs	$	—	$	—	$	173	$	—	$	—	$	—	$	1,277	$	—	$	1,450

Table of Contents


	Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2024												Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
(in thousands)	2024		2023		2022		2021		2019		Prior
Leases:
Lease risk ratings
Pass	$	6,806	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	6,806
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—		—
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	6,806	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	6,806
Period end gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


Total loans outstanding:
Risk ratings
Pass	$	544,332	$	610,890	$	1,140,108	$	1,083,197	$	521,165	$	1,657,874	$	972,093	$	9,901	$	6,539,560
Special Mention	1,755		1,674		21,898		21,891		637		42,767		19,747		566		110,935
Substandard	309		3,443		9,539		30,585		6,245		38,056		28,748		1,103		118,028
Doubtful/Loss	—		—		—		—		—		—		—		—		—
Total	$	546,396	$	616,007	$	1,171,545	$	1,135,673	$	528,047	$	1,738,697	$	1,020,588	$	11,570	$	6,768,523
Period end gross write-offs	$	774	$	115	$	391	$	169	$	61	$	108	$	2,433	$	—	$	4,051

The following table shows the ending balance of current and past due originated loans by loan category as of the date indicated:


	Analysis of Past Due Loans - As of June 30, 2025
(in thousands)	30-59 days		60-89 days		> 90 days		Total Past Due Loans		Current		Total
Commercial real estate:
CRE non-owner occupied	$	4,871	$	33	$	3,009	$	7,913	$	2,431,036	$	2,438,949
CRE owner occupied	1,513		—		5,155		6,668		990,537		997,205
Multifamily	460		—		—		460		1,029,592		1,030,052
Farmland	—		—		14,339		14,339		250,187		264,526
Total commercial real estate loans	6,844		33		22,503		29,380		4,701,352		4,730,732
Consumer:
SFR 1-4 1st DT liens	118		132		1,079		1,329		848,879		850,208
SFR HELOCs and junior liens	2,926		818		1,749		5,493		384,851		390,344
Other	119		64		170		353		47,786		48,139
Total consumer loans	3,163		1,014		2,998		7,175		1,281,516		1,288,691
Commercial and industrial	491		230		1,183		1,904		465,660		467,564
Construction	—		529		1,334		1,863		303,057		304,920
Agriculture production	—		—		2,643		2,643		158,814		161,457
Leases	—		—		—		—		5,629		5,629
Total	$	10,498	$	1,806	$	30,661	$	42,965	$	6,916,028	$	6,958,993

Table of Contents


	Analysis of Past Due Loans - As of December 31, 2024
(in thousands)	30-59 days		60-89 days		> 90 days		Total Past Due Loans		Current		Total
Commercial real estate:
CRE non-owner occupied	$	221	$	—	$	2,452	$	2,673	$	2,320,363	$	2,323,036
CRE owner occupied	1,625		85		3,619		5,329		956,086		961,415
Multifamily	1,120		—		—		1,120		1,026,915		1,028,035
Farmland	2,686		113		6,145		8,944		256,202		265,146
Total commercial real estate loans	5,652		198		12,216		18,066		4,559,566		4,577,632
Consumer:
SFR 1-4 1st DT liens	—		6		1,556		1,562		858,098		859,660
SFR HELOCs and junior liens	201		852		1,078		2,131		361,289		363,420
Other	50		—		132		182		57,797		57,979
Total consumer loans	251		858		2,766		3,875		1,277,184		1,281,059
Commercial and industrial	537		308		9,257		10,102		461,169		471,271
Construction	—		—		—		—		279,933		279,933
Agriculture production	37		317		314		668		151,154		151,822
Leases	—		—		—		—		6,806		6,806
Total	$	6,477	$	1,681	$	24,553	$	32,711	$	6,735,812	$	6,768,523

The following table shows the ending balance of non accrual loans by loan category as of the date indicated:


	Non Accrual Loans
	As of June 30, 2025						As of December 31, 2024
(in thousands)	Non accrual with no allowance for credit losses		Total non accrual		Past due 90 days or more and still accruing		Non accrual with no allowance for credit losses		Total non accrual		Past due 90 days or more and still accruing
Commercial real estate:
CRE non-owner occupied	$	3,548	$	3,548	$	—	$	3,017	$	3,017	$	—
CRE owner occupied	6,676		6,676		—		3,632		3,874		—
Multifamily	460		460		—		480		480		—
Farmland	27,017		35,811		—		12,483		16,195		—
Total commercial real estate loans	37,701		46,495		—		19,612		23,566		—
Consumer:
SFR 1-4 1st DT liens	5,567		6,376		—		5,979		5,979		—
SFR HELOCs and junior liens	4,268		4,786		—		3,370		3,868		—
Other	111		318		—		41		204		—
Total consumer loans	9,946		11,480		—		9,390		10,051		—
Commercial and industrial	899		1,700		198		830		9,707		59
Construction	1,914		1,914		—		57		57		—
Agriculture production	1,988		2,996		—		—		656		—
Leases	—		—		—		—		—		—
Sub-total	52,448		64,585		198		29,889		44,037		59
Less: Guaranteed loans	(1,051)		(1,082)		—		(828)		(816)		—
Total, net	$	51,397	$	63,503	$	198	$	29,061	$	43,221	$	59

Interest income on non accrual loans that would have been recognized during the three months ended June 30, 2025 and 2024, if all such loans had been current in accordance with their original terms, totaled $2.1 million and $0.6 million, respectively. Interest income actually recognized on these originated loans during the three months ended June 30, 2025 and 2024 was $0.3 million and zero , respectively.

Table of Contents

The following tables present the amortized cost basis of collateral dependent loans by class of loans as of the following periods:


	As of June 30, 2025
(in thousands)	Retail		Office		Warehouse		Other		Multifamily		Farmland		SFR-1st Deed		SFR-2nd Deed		Automobile/Truck		A/R and Inventory		Equipment		Total
Commercial real estate:
CRE non-owner occupied	$	3,009	$	345	$	—	$	194	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	3,548
CRE owner occupied	6,341		243		—		91		—		—		—		—		—		—		—		6,675
Multifamily	—		—		—		—		460		—		—		—		—		—		—		460
Farmland	—		—		—		—		—		35,811		—		—		—		—		—		35,811
Total commercial real estate loans	9,350		588		—		285		460		35,811		—		—		—		—		—		46,494
Consumer:
SFR 1-4 1st DT liens	—		—		—		—		—		—		6,376		—		—		—		—		6,376
SFR HELOCs and junior liens	—		—		—		—		—		—		1,643		2,923		—		—		—		4,566
Other	—		—		—		—		—		—		—		—		311		—		—		311
Total consumer loans	—		—		—		—		—		—		8,019		2,923		311		—		—		11,253
Commercial and industrial	—		—		—		—		—		—		—		—		—		727		973		1,700
Construction	—		—		—		1,414		—		—		500		—		—		—		—		1,914
Agriculture production	—		—		—		202		—		2,441		—		—		—		—		353		2,996
Leases	—		—		—		—		—		—		—		—		—		—		—		—
Total	$	9,350	$	588	$	—	$	1,901	$	460	$	38,252	$	8,519	$	2,923	$	311	$	727	$	1,326	$	64,357


	As of December 31, 2024
(in thousands)	Retail		Office		Warehouse		Other		Multifamily		Farmland		SFR -1st Deed		SFR -2nd Deed		Automobile/Truck		A/R and Inventory		Equipment		Total
Commercial real estate:
CRE non-owner occupied	$	2,452	$	356	$	—	$	210	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	3,018
CRE owner occupied	—		260		142		3,472		—		—		—		—		—		—		—		3,874
Multifamily	—		—		—		—		480		—		—		—		—		—		—		480
Farmland	—		—		—		—		—		16,448		—		—		—		—		—		16,448
Total commercial real estate loans	2,452		616		142		3,682		480		16,448		—		—		—		—		—		23,820
Consumer:
SFR 1-4 1st DT liens	—		—		—		—		—		—		5,979		—		—		—		—		5,979
SFR HELOCs and junior liens	—		—		—		—		—		—		1,291		2,079		—		—		—		3,370
Other	—		—		—		—		—		—		—		—		132		—		—		132
Total consumer loans	—		—		—		—		—		—		7,270		2,079		132		—		—		9,481
Commercial and industrial	—		—		—		8,334		—		—		—		54		—		530		788		9,706
Construction	—		—		—		—		—		—		57		—		—		—		—		57
Agriculture production	—		—		—		—		—		—		—		—		—		—		12		12
Leases	—		—		—		—		—		—		—		—		—		—		—		—
Total	$	2,452	$	616	$	142	$	12,016	$	480	$	16,448	$	7,327	$	2,133	$	132	$	530	$	800	$	43,076

Table of Contents

Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearance, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral.

The following tables show the amortized cost basis of loans that were both experiencing financial difficulty and modified during the periods presented. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivables is also presented below.


	For the three months ended
	June 30, 2025						June 30, 2024
(in thousands)	Combination - Term Extension/Rate Change		Payment Delay/Term Extension		Total % of Loans Outstanding		Payment Delay/Term Extension		Payment Delay/Term Reduction		Total % of Loans Outstanding



Multifamily	$	—	$	—	—	%	$	295	$	—	n/m







Commercial and industrial	—		—		—		166		—		n/m



Total	$	—	$	—	—	%	$	461	$	—	0.01	%


	For the six months ended
	June 30, 2025						June 30, 2024
(in thousands)	Combination - Term Extension/Rate Change		Payment Delay/Term Extension		Total % of Loans Outstanding		Payment Delay/Term Extension		Combination - Term Extension/Rate Change		Total % of Loans Outstanding
Commercial real estate:
CRE non-owner occupied	$	—	$	—	—	%	$	—	$	211	n/m

Multifamily	—		—		—		295		—		n/m




SFR HELOCs and junior liens	—		—		—		41		—		n/m


Commercial and industrial	—		—		—		682		—		0.01	%



Total	$	—	$	—	—	%	$	1,018	$	211	0.02	%

There were no significant loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025.

For the three months ended June 30, 2024:

Modification Type

Loan Type

Financial Effect

Payment delay / term extension

Multifamily

Added 12 months to the life of the loan

Payment delay / term extension

Commercial and industrial

Added a weighted average 60 months to the life of the loans

For the six months ended June 30, 2024:

Modification Type

Loan Type

Financial Effect

Combination - term extension / rate change

CRE non-owner occupied

Added 120 months to the life of the loan; converted from variable to fixed interest rate

Payment delay / term extension

SFR HELOCs and junior liens

Added 60 months to the life of the loan

Payment delay / term extension

Commercial and industrial

Added a weighted average 53 months to the life of the loans

During the six months ended June 30, 2025 and June 30, 2024, respectively, there were no loans with payment defaults by borrowers experiencing financial difficulty which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

Note 5 - Leases

The Company records a ROUA on the consolidated balance sheets for those leases that convey rights to control use of identified assets for a period of time in exchange for consideration. The Company also records a lease liability on the consolidated balance sheets for the present value of future payment commitments. All of the Company’s leases are comprised of operating leases in which the Company is lessee of real estate property for branches, ATM locations, and general administration and operations. The Company has elected not to include short-term leases (i.e. leases with initial terms of 12 month or less) within the ROUA and lease liability.

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The following table presents the components of lease expense for the periods ended:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2025		2024		2025		2024
Operating lease cost	$	1,401	$	1,463	$	2,818	$	2,897
Short-term lease cost	49		55		95		107
Variable lease cost (income)	(6)		10		(16)		23

Total lease cost	$	1,444	$	1,528	$	2,897	$	3,027

The following table presents supplemental cash flow information related to leases for the periods ended:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2025		2024		2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	1,486	$	1,579	$	2,996	$	3,147
ROUA obtained in exchange for operating lease liabilities	$	535	$	99	$	1,006	$	1,426

The following table presents the weighted average operating lease term and discount rate as of the period ended:


	June 30,
	2025		2024
Weighted-average remaining lease term (years)	7.3		7.9
Weighted-average discount rate	3.58	%	3.45	%

At June 30, 2025, future expected operating lease payments are as follows:


(in thousands)
Periods ending December 31,
2025	$	2,838
2026	5,290
2027	4,632
2028	3,366
2029	2,396
Thereafter	8,807
	27,329
Discount for present value of expected cash flows	(3,364)
Lease liability at June 30, 2025	$	23,965

Note 6 - Deposits

A summary of the balances of deposits follows:


(in thousands)	June 30, 2025		December 31, 2024
Noninterest-bearing demand	$	2,559,788	$	2,548,613
Interest-bearing demand	1,826,041		1,758,629
Savings	2,879,212		2,657,849
Time certificates, $250,000 or more	626,250		485,180
Other time certificates	484,518		637,305
Total deposits	$	8,375,809	$	8,087,576

Certificate of deposit balances of $100.0 million from the State of California were included in time certificates, $250,000 or more, at June 30, 2025 and December 31, 2024, respectively. The Company participates in a deposit program offered by the State of California whereby the State may make deposits at the Company’s request subject to collateral and credit worthiness constraints. The negotiated rates on these State deposits are generally more favorable than other wholesale funding sources available to the Company.

Overdrawn deposit balances of $1.9 million and $2.5 million were classified as consumer loans at June 30, 2025 and December 31, 2024, respectively.

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Note 7 - Other Borrowings

A summary of the balances of other borrowings follows:


	June 30, 2025		December 31, 2024
(in thousands)

Term borrowing at FHLB, fixed rate of 5.23%, payable on April 8, 2025	—		75,000



Other collateralized borrowings, fixed rate, as of June 30, 2025 and December 31, 2024 of 0.05%, payable on July 1, 2025 and January 2, 2025, respectively	17,788		14,610
Total other borrowings	$	17,788	$	89,610

Note 8 - Junior Subordinated Debt

The following table summarizes the terms and recorded balances of each debenture as of the date indicated:


(in thousands)				Coupon Rate (Variable) 3 mo. SOFR +		As of June 30, 2025				As of December 31, 2024
Subordinated Debt Series	Maturity Date	Face Value				Current Coupon Rate		Recorded Book Value		Recorded Book Value
TriCo Cap Trust I	10/7/2033	$	20,619	3.05	%	7.57	%	$	20,619	$	20,619
TriCo Cap Trust II	7/23/2034	20,619		2.55	%	7.09	%	20,619		20,619
North Valley Trust II	4/24/2033	6,186		3.25	%	7.79	%	5,774		5,713
North Valley Trust III	7/23/2034	5,155		2.80	%	7.34	%	4,625		4,571
North Valley Trust IV	3/15/2036	10,310		1.33	%	5.91	%	8,003		7,863
VRB Subordinated	3/29/2029	16,000		3.52	%	9.11	%	16,700		16,799
VRB Subordinated - 5%	8/27/2035	20,000		Fixed		5.00	%	24,924		25,007
		$	98,889					$	101,264	$	101,191

The VRB - 5% Subordinated Debt issuance is fixed at 5.0% through August 27, 2025, then will have a floating rate of 90-day average SOFR plus 4.9% until maturity.

Note 9 - Commitments and Contingencies

The following table presents a summary of the Bank’s commitments and contingent liabilities:


(in thousands)	June 30, 2025		December 31, 2024
Financial instruments whose amounts represent risk:
Commitments to extend credit:
Commercial loans	$	840,046	$	788,491
Consumer loans	613,922		627,681
Real estate mortgage loans	432,669		419,172
Real estate construction loans	234,467		272,308
Standby letters of credit	39,149		39,804
Deposit account overdraft privilege	128,990		121,006

In April 2024, Visa Inc. announced the commencement of an exchange offer for Visa Class B-1 common stock and the Company subsequently tendered all of its Visa Class B-1 common stock in exchange for a combination of Visa Class B-2 common stock and Visa Class C common stock. Completion of the exchange resulted in a gain of $2.9 million relating to the Visa Class C common stock during 2024. Visa Class B-2 common stock continues to be carried at zero. The Bank owns 6,698 shares of Class B-2 common stock of Visa Inc. which may be convertible into Class A common stock at a conversion ratio of 1.5342 per Class B-2 share. As of June 30, 2025, the value of the Class A shares was $355.05 per share. Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $3.6 million as of June 30, 2025, and has not been reflected in the accompanying consolidated financial statements.

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Note 10 - Shareholders’ Equity

Dividends Paid

The Bank paid to the Company cash dividends in the aggregate amounts of $28.5 million and $23.4 million during the three months ended June 30, 2025 and 2024, respectively, and during the equivalent six month periods paid $40.6 million and $43.9 million, respectively. The Bank is regulated by the FDIC and the DFPI. Absent approval from the Commissioner of the DFPI, California banking laws generally limit the Bank’s ability to pay dividends to the lesser of (1) retained earnings or (2) net income for the last three fiscal years, less cash distributions paid during such period.

Stock Repurchase Plan

On February 25, 2021, the Board of Directors authorized the repurchase of up to 2.0 million shares of the Company's common stock (the 2021 Repurchase Plan), which approximated 6.7% of the shares outstanding as of the approval date. The actual timing of any share repurchases can be determined by the Company's management and therefore the total value of the shares to be purchased under the 2021 Repurchase Plan is subject to change. The 2021 Repurchase Plan has no expiration date (in accordance with applicable laws and regulations). During the three and six months ended June 30, 2025, the Company repurchased 379,978 and 469,632 shares with market values of $15.2 million and $18.9 million, respectively. During the three and six months ended and June 30, 2024, the Company repurchased 244,992 and 344,324 shares with market values of $9.1 million and $12.5 million, respectively. As of June 30, 2025, approximately 360,000 shares remain authorized for repurchase.

Stock Repurchased Under Equity Compensation Plans

The Company's shareholder-approved equity compensation plans permit employees to tender recently vested shares in lieu of cash for the payment of exercise price, if applicable, and the tax withholding on such shares. There were no option exercises during the three and six months ended June 30, 2025 and June 30, 2024, respectively. Employees tendered 11,542 and 30,510 shares in connection with the tax withholding requirements of other share-based awards during the three months ended June 30, 2025 and 2024, respectively, and 21,664 and 30,510 during the six months ended June 30, 2025 and 2024, respectively. In total, shares of the Company's common stock tendered had market values of $0.5 million and $1.1 million during the quarters ended June 30, 2025 and 2024, respectively, and $0.9 million and $1.1 million during the respective six-month periods. The tendered shares were retired. The market value of tendered shares is the last market trade price at closing on the day an option is exercised or the other share-based award vests. Stock repurchased under equity incentive plans are not included in the total of stock repurchased under the 2021 Stock Repurchase Plans.

Note 11 - Stock Options and Other Equity-Based Incentive Instruments

On April 16, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (2024 Plan) which was approved by shareholders on May 23, 2024. The 2024 Plan allows for up to 1,200,000 shares to be issued in connection with equity-based incentives. In conjunction with shareholder approval of the 2024 Plan, the 2019 Equity Incentive Plan (2019 Plan), which allowed for up to 1,500,000 shares to be issued in connection with equity-based incentives, is no longer available for grant issuances. While no new awards can be granted under the 2019 Plan, existing grants continue to be governed by the terms, conditions and procedures set forth in any applicable award agreement.

There were no stock options outstanding as of June 30, 2025 and December 31, 2024. The Company did not modify any option grants during the six months ended June 30, 2025 or 2024.

Activity related to restricted stock unit awards during the six months ended June 30, 2025 is summarized in the following table:


	Service Condition Vesting RSUs	Market Plus Service Condition Vesting RSUs
Outstanding at December 31, 2024	152,572	144,715
RSUs granted	79,575	51,177
RSUs added through dividend and performance credits	2,382	—
RSUs released	(71,135)	—
RSUs forfeited	(6,647)	(6,838)
Outstanding at June 30, 2025	156,747	189,054

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The 156,747 of service condition vesting RSUs outstanding as of June 30, 2025 include a feature whereby each RSU outstanding is credited with a dividend amount equal to any common stock cash dividend declared and paid, and the credited amount is divided by the closing price of the Company’s stock on the dividend payable date to arrive at an additional amount of RSUs outstanding under the original grant. The dividend credits follow the same vesting requirements as the RSU awards and are not considered participating securities. The 156,747 of service condition vesting RSUs outstanding as of June 30, 2025 are expected to vest, and be released, on a weighted-average basis, over the next 1.87 years. The Company expects to recognize $4.8 million of pre-tax compensation costs related to these service condition vesting RSUs between June 30, 2025 and their vesting dates. The Company did not modify any service condition vesting RSUs during the six months ended June 30, 2025 or 2024.

The 189,054 of market plus service condition vesting RSUs outstanding as of June 30, 2025 are expected to vest, and be released, on a weighted-average basis, over the next 2.04 years. The Company expects to recognize $2.5 million of pre-tax compensation costs related to these RSUs between June 30, 2025 and their vesting dates. As of June 30, 2025, the number of market plus service condition vesting RSUs outstanding that will actually vest, and be released, may be reduced to zero or increased to 283,581 depending on the total return of the Company’s common stock versus the total return of an index of bank stocks from the grant date to the vesting date. The Company did not modify any market plus service condition vesting RSUs during the six months ended June 30, 2025 or 2024.

Note 12 - Non-interest Income and Expense

The following tables summarize the Company’s non-interest income for the periods indicated:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2025		2024		2025		2024
ATM and interchange fees	$	6,590	$	6,372	$	12,696	$	12,541
Service charges on deposit accounts	5,189		4,847		10,103		9,510
Other service fees	1,485		1,286		2,844		2,652
Mortgage banking service fees	438		438		877		866
Change in value of mortgage servicing rights	(52)		(147)		(192)		(136)
Total service charges and fees	13,650		12,796		26,328		25,433
Increase in cash value of life insurance	842		831		1,662		1,634
Asset management and commission income	1,635		1,359		3,123		2,487
Gain on sale of loans	503		388		847		649
Lease brokerage income	50		154		116		315
Sale of customer checks	318		301		663		613
Gain (loss) on sale or exchange of investment securities	4		(45)		(1,142)		(45)
Gain (loss) on marketable equity securities	8		(121)		47		(149)
Other	80		203		1,519		700
Total other non-interest income	3,440		3,070		6,835		6,204
Total non-interest income	$	17,090	$	15,866	$	33,163	$	31,637

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The following tables summarize the Company’s non-interest expense for the periods indicated:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2025		2024		2025		2024
Base salaries, net of deferred loan origination costs	$	25,757	$	23,852	$	51,158	$	47,872
Incentive compensation	5,223		4,711		9,261		7,968
Benefits and other compensation costs	7,306		6,838		14,722		13,865
Total salaries and benefits expense	38,286		35,401		75,141		69,705
Occupancy	4,200		4,063		8,277		8,014
Data processing and software	4,959		5,094		10,017		10,201
Equipment	1,189		1,330		2,473		2,686
Intangible amortization	483		1,030		997		2,060
Advertising	808		819		2,012		1,581
ATM and POS network charges	1,843		1,987		3,694		3,648
Professional fees	1,667		1,814		3,185		3,154
Telecommunications	513		558		1,001		1,069
Regulatory assessments and insurance	1,297		1,144		2,580		2,395

Postage	385		340		705		648
Operational losses	270		244		694		596
Courier service	544		559		1,032		1,039
Loss (gain) on sale or acquisition of foreclosed assets	—		—		(3)		(38)
Loss (gain) on disposal of fixed assets	5		1		90		6
Other miscellaneous expense	4,682		3,955		8,821		8,079
Total other non-interest expense	22,845		22,938		45,575		45,138
Total non-interest expense	$	61,131	$	58,339	$	120,716	$	114,843

Note 13 - Earnings Per Share

Basic earnings per share represent income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options and restricted stock units (RSUs), and are determined using the treasury stock method. Earnings per share have been computed based on the following:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2025		2024		2025		2024
Net income	$	27,542	$	29,034	$	53,905	$	56,783
Weighted average number of common shares outstanding	32,757		33,121		32,854		33,183
Effect of dilutive stock options and restricted stock	179		123		179		123
Weighted average number of common shares outstanding used to calculate diluted earnings per share	32,936		33,244		33,033		33,306

Note 14 – Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet identified as AOCI, such items, along with net income, are components of OCI.

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The components of OCI and related tax effects are as follows:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2025		2024		2025		2024
Unrealized holding gains (losses) on available for sale securities before reclassifications	$	12,792	$	1,106	$	43,018	$	(14,793)
Amounts reclassified out of AOCI:
Realized gain (loss) on debt securities	(4)		2,945		1,142		2,945


Total amounts reclassified out of accumulated other comprehensive income (loss)	(4)		—		1,142		—
Unrealized holding gains (losses) on available for sale securities after reclassifications	12,788		4,051		44,160		(11,848)
Tax effect	(3,780)		(1,199)		(13,054)		3,502
Unrealized holding gains (losses) on available for sale securities, net of tax	9,008		2,852		31,106		(8,346)
Change in unfunded status of the supplemental retirement plans before reclassifications	164		115		328		230
Amounts reclassified out of AOCI:

Amortization of actuarial losses	(164)		(115)		(328)		(230)

Total amounts reclassified out of accumulated other comprehensive loss	(164)		(115)		(328)		(230)






Total other comprehensive income (loss)	$	9,008	$	2,852	$	31,106	$	(8,346)

The components of AOCI, included in shareholders’ equity, are as follows:


(in thousands)	June 30, 2025		December 31, 2024
Net unrealized loss on available for sale securities	$	(189,488)	$	(233,648)
Tax effect	56,021		69,075
Unrealized holding loss on available for sale securities, net of tax	(133,467)		(164,573)
Unfunded status of the supplemental retirement plans	16,085		16,085
Tax effect	(4,756)		(4,756)
Unfunded status of the supplemental retirement plans, net of tax	11,329		11,329
Joint beneficiary agreement liability	782		782
Tax effect	—		—
Joint beneficiary agreement liability, net of tax	782		782
Accumulated other comprehensive loss	$	(121,356)	$	(152,462)

Note 15 - Fair Value Measurement

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, income approach, and/or the cost approach. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Marketable equity securities, trading securities, debt securities available-for-sale, loans held for sale, and mortgage servicing rights are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application impairment write-downs of individual assets.

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observable nature of the assumptions used to determine fair value. These levels are:

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.

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Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Marketable equity securities, trading securities and debt securities available for sale - Marketable equity, trading and debt securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. The Company had no securities classified as Level 3 during any of the periods covered in these consolidated financial statements.

Loans held for sale - Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what secondary markets are currently offering for loans with similar characteristics. As such, we classify those loans subjected to recurring fair value adjustments as Level 2.

Individually evaluated loans - Loans are not recorded at fair value on a recurring basis. However, from time to time, certain loans have individual risk characteristics not consistent with a pool of loans and is individually evaluated for credit reserves. Loans for which it is probable that payment of interest and principal will not be made in accordance with the original contractual terms of the loan agreement are typically individually evaluated. The fair value of these loans are estimated using one of several methods, including collateral value, fair value of similar debt, enterprise value, liquidation value and discounted cash flows. Those loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the loan as nonrecurring Level 3.

Foreclosed assets - Foreclosed assets include assets acquired through, or in lieu of, loan foreclosure. Foreclosed assets are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, management periodically performs valuations and the assets are carried at the lower of carrying amount or fair value less cost to sell. When the fair value of foreclosed assets is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3. Revenue and expenses from operations and changes in the valuation allowance are included in other non-interest expense.

Mortgage servicing rights - Mortgage servicing rights are carried at fair value. A valuation model, which utilizes a discounted cash flow analysis using a discount rate and prepayment speed assumptions is used in the computation of the fair value measurement. While the prepayment speed assumption is currently quoted for comparable instruments, the discount rate assumption currently requires a significant degree of management judgment and is therefore considered an unobservable input. As such, the Company classifies mortgage servicing rights subjected to recurring fair value adjustments as Level 3.

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis (in thousands):


Fair value at June 30, 2025	Total		Level 1		Level 2		Level 3
Marketable equity securities	$	2,656	$	2,656	$	—	$	—

Debt securities available for sale:
Obligations of U.S. government and agencies	1,086,082		—		1,086,082		—
Obligations of states and political subdivisions	212,571		—		212,571		—
Corporate bonds	5,503		—		5,503		—
Asset backed securities	263,679		—		263,679		—
Non-agency mortgage backed securities	247,541		—		247,541		—
Loans held for sale	1,577		—		1,577		—
Mortgage servicing rights	6,763		—		—		6,763
Total assets measured at fair value	$	1,826,372	$	2,656	$	1,816,953	$	6,763

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Fair value at December 31, 2024	Total		Level 1		Level 2		Level 3
Marketable equity securities	$	2,609	$	2,609	$	—	$	—
Debt securities available for sale:
Obligations of U.S. government and agencies	1,094,185		—		1,094,185		—
Obligations of states and political subdivisions	220,744		—		220,744		—
Corporate bonds	5,837		—		5,837		—
Asset backed securities	314,263		—		314,263		—
Non-agency mortgage backed securities	269,856		—		269,856		—
Loans held for sale	709		—		709		—
Mortgage servicing rights	6,626		—		—		6,626
Total assets measured at fair value	$	1,914,829	$	2,609	$	1,905,594	$	6,626

Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process. There were no transfers between any levels during the six months ended June 30, 2025 or June 30, 2024, respectively.

The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the time periods indicated. Had there been any transfer into or out of Level 3 during the time periods indicated, the amount included in the “Transfers into (out of) Level 3” column would represent the beginning balance of an item in the period (interim quarter) during which it was transferred (in thousands):


Three months ended June 30,	Beginning Balance		Transfers into (out of) Level 3	Change Included in Earnings		Issuances		Ending Balance
2025: Mortgage servicing rights	$	6,614	—	$	(52)	$	201	$	6,763
2024: Mortgage servicing rights	$	6,697	—	$	(147)	$	116	$	6,666


Six months ended June 30,	Beginning Balance		Transfers into (out of) Level 3	Change Included in Earnings		Issuances		Ending Balance
2025: Mortgage servicing rights	$	6,626	—	$	(192)	$	329	$	6,763
2024: Mortgage servicing rights	$	6,606	—	$	(136)	$	196	$	6,666

The key unobservable inputs used in determining the fair value of mortgage servicing rights are mortgage prepayment speeds and the discount rate used to discount cash projected cash flows. Generally, any significant increases in the mortgage prepayment speed and discount rate utilized in the fair value measurement of the mortgage servicing rights will result in a negative fair value adjustments (and decrease in the fair value measurement). Conversely, a decrease in the mortgage prepayment speed and discount rate will result in a positive fair value adjustment (and increase in the fair value measurement).

The following table presents quantitative information about recurring Level 3 fair value measurements at June 30, 2025 and December 31, 2024:

As of June 30, 2025:

Fair Value
(in thousands)

Valuation
Technique

Unobservable
Inputs

Range,
Weighted
Average

Mortgage Servicing Rights

6,763

Discounted cash flow

Constant prepayment rate

6% - 11%; 6.8%

Discount rate

10% - 14%; 12%

As of December 31, 2024:

Mortgage Servicing Rights

6,626

Discounted cash flow

Constant prepayment rate

6% - 11.0%; 7.0%

Discount rate

10% - 14%; 12%

The tables below present the recorded investment in assets and liabilities measured at fair value on a nonrecurring basis, as of the dates indicated, that had a write-down or an additional allowance provided during the periods indicated (in thousands):

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June 30, 2025	Total		Level 1	Level 2	Level 3
Fair value:
Collateral dependent loans	$	6,362	—	—	$	6,362
Foreclosed assets	267		—	—	267
Total assets measured at fair value	$	6,629	—	—	$	6,629


December 31, 2024	Total		Level 1	Level 2	Level 3
Fair value:
Collateral dependent loans	$	8,770	—	—	$	8,770
Real estate owned	709		—	—	709
Total assets measured at fair value	$	9,479	—	—	$	9,479

The tables below present the losses resulting from non-recurring fair value adjustments of assets and liabilities for the periods indicated (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Collateral dependent loans	$	2,485	$	435	$	7,498	$	307
Foreclosed assets	3		—		3		224
Total losses from non-recurring measurements	$	2,488	$	435	$	7,501	$	531

The individually evaluated loan amounts above represent collateral dependent loans that have been adjusted to fair value. When the Company identifies a collateral dependent loan with unique risk characteristics, the Company evaluates the need for an allowance using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If the Company determines that the value of the loan is less than the recorded investment in the loan, the Company recognizes this impairment and adjust the carrying value of the loan to fair value through the allowance for credit losses. The loss represents charge-offs or impairments on collateral dependent loans for fair value adjustments based on the fair value of collateral. The carrying value of loans fully charged-off is zero.

The foreclosed assets amount above represents impaired real estate that has been adjusted to fair value. Foreclosed assets represent real estate which the Company has taken control of in partial or full satisfaction of loans. At the time of foreclosure, other real estate owned is recorded at fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on other real estate owned are recognized within net loss on real estate owned. The loss represents impairments on real estate owned for fair value adjustments based on the fair value of the real estate.

The Company’s property appraisals are primarily based on the sales comparison approach and income approach methodologies, which consider recent sales of comparable properties, including their income generating characteristics, and then make adjustments to reflect the general assumptions that a market participant would make when analyzing the property for purchase. These adjustments may increase or decrease an appraised value and can vary significantly depending on the location, physical characteristics and income producing potential of each property. Additionally, the quality and volume of market information available at the time of the appraisal can vary from period to period and cause significant changes to the nature and magnitude of comparable sale adjustments. Given these variations, comparable sale adjustments are generally not a reliable indicator for how fair value will increase or decrease from period to period. Under certain circumstances, management discounts are applied based on specific characteristics of an individual property.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at June 30, 2025:

June 30, 2025

Fair Value
(in thousands)

Valuation
Technique

Unobservable Inputs

Range,
Weighted Average

Collateral dependent loans

6,362

Sales comparison
approach
Income approach

Adjustment for differences between
comparable sales;
Capitalization rate

Not meaningful
N/A

Foreclosed assets (Residential real estate)

267

Sales comparison
approach

Adjustment for differences between
comparable sales

Not meaningful
N/A

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The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at December 31, 2024:

December 31, 2024

Fair Value
(in thousands)

Valuation
Technique

Unobservable Inputs

Range,
Weighted Average

Collateral dependent loans

8,770

Sales comparison
approach
Income approach

Adjustment for differences between
comparable sales;
Capitalization rate

Not meaningful
N/A

Real estate owned (Residential real estate)

709

Sales comparison
approach

Adjustment for differences between
comparable sales

Not meaningful
N/A

Fair values for financial instruments are management’s estimates of the values at which the instruments could be exchanged in a transaction between willing parties. The Company uses the exit price notion when measuring the fair value of financial instruments. These estimates are subjective and may vary significantly from amounts that would be realized in actual transactions. In addition, other significant assets are not considered financial assets including, any mortgage banking operations, deferred tax assets, and premises and equipment. Further, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of these estimates.


	June 30, 2025				December 31, 2024
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Level 1 inputs:
Cash and due from banks	$	130,147	$	130,147	$	85,409	$	85,409
Cash at Federal Reserve and other banks	184,121		184,121		59,547		59,547
Level 2 inputs:
Securities held to maturity	101,672		96,973		111,866		104,349
Restricted equity securities	17,250		n/a		17,250		n/a

Level 3 inputs:
Loans, net	6,834,538		6,578,926		6,643,157		6,293,727
Financial liabilities:
Level 2 inputs:
Deposits	8,375,809		8,372,459		8,087,576		8,085,150
Other borrowings	17,788		17,788		89,610		89,780
Level 3 inputs:
Junior subordinated debt	101,264		105,760		101,191		103,630

Note 16 - Regulatory Matters

The Company is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1, and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. The following tables present actual and required capital ratios as of June 30, 2025 and December 31, 2024 for the Company and the Bank under applicable Basel III Capital Rules. The minimum capital amounts presented include the minimum required capital levels as of June 30, 2025 and December 31, 2024 based on the then phased-in provisions of the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

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	Actual				Required for Capital Adequacy Purposes				Required to be Considered Well Capitalized
As of June 30, 2025:	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Total Capital (to Risk Weighted Assets):
Consolidated	$	1,273,793	15.55	%	$	860,017	10.50	%	N/A		N/A
Tri Counties Bank	$	1,270,480	15.51	%	$	859,817	10.50	%	$	818,873	10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated	$	1,134,202	13.85	%	$	696,204	8.50	%	N/A		N/A
Tri Counties Bank	$	1,167,759	14.26	%	$	696,042	8.50	%	$	655,099	8.00	%
Common equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated	$	1,076,353	13.14	%	$	573,345	7.00	%	N/A		N/A
Tri Counties Bank	$	1,167,759	14.26	%	$	573,211	7.00	%	$	532,268	6.50	%
Tier 1 Capital (to Average Assets):
Consolidated	$	1,134,202	11.80	%	$	384,347	4.00	%	N/A		N/A
Tri Counties Bank	$	1,167,759	12.16	%	$	384,155	4.00	%	$	480,194	5.00	%


	Actual				Required for Capital Adequacy Purposes			Required to be Considered Well Capitalized
As of December 31, 2024:	Amount		Ratio			Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Total Capital (to Risk Weighted Assets):
Consolidated	$	1,258,218	15.71	%		$	840,943	10.50	%	N/A		N/A
Tri Counties Bank	$	1,248,802	15.60	%		$	840,740	10.50	%	$	800,704	10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated	$	1,118,292	13.96	%		$	680,763	8.50	%	N/A		N/A
Tri Counties Bank	$	1,148,328	14.34	%		$	680,599	8.50	%	$	640,563	8.00	%
Common equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated	$	1,060,690	13.24	%		$	560,628	7.00	%	N/A		N/A
Tri Counties Bank	$	1,148,328	14.34	%		$	560,493	7.00	%	$	520,458	6.50	%
Tier 1 Capital (to Average Assets):
Consolidated	$	1,118,292	11.70	%		$	382,214	4.00	%	N/A		N/A
Tri Counties Bank	$	1,148,328	12.02	%		$	382,096	4.00	%	$	477,620	5.00	%

As of June 30, 2025 and December 31, 2024, capital levels at the Company and the Bank exceed all capital adequacy requirements under the Basel III Capital Rules. Also, at June 30, 2025 and December 31, 2024, the Bank’s capital levels exceeded the minimum amounts necessary to be considered well capitalized under the current regulatory framework for prompt corrective action.

The Basel III Capital Rules require for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the risk-based capital ratios but not the leverage ratio. At June 30, 2025, the Company and the Bank are in compliance with the capital conservation buffer requirement.

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Note 17 – Segment Information

The Company's reportable segment is determined by the Chief Executive Officer, who is designated as the CODM, based upon information provided about the Company's products and services offered, primary banking operations. Segment performance is evaluated using consolidated net income. Information reported internally for performance assessment by the CODM follows, inclusive of reconciliations of the banking segment totals to the financial statements.


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2025		2024		2025		2024
Interest income	$	116,361	$	117,032	$	230,438	$	232,449

Reconciliation of revenue:
Other revenues	17,090		15,866		33,163		31,637
Total consolidated revenues	133,451		132,898		263,601		264,086

Less:
Interest expense	29,842		35,035		61,377		67,716
Segment net interest income and noninterest income	103,609		97,863		202,224		196,370
Less:
Provision for credit losses	4,665		405		8,393		4,710
Salaries and benefits expense	38,286		35,401		75,141		69,705
Other banking segment items	22,845		22,938		45,575		45,138
Provision for income taxes	10,271		10,085		19,210		20,034
Segment net income/consolidated net income	$	27,542	$	29,034	$	53,905	$	56,783

	As of June 30,
	2025		2024
Reconciliation of assets:
Total assets for reportable segment	$	9,923,983	$	9,741,399
Other assets	—		—
Total consolidated assets	$	9,923,983	$	9,741,399

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Cautionary Statements Regarding Forward-Looking Information

The statements contained herein that are not historical facts are forward-looking statements based on management’s current expectations and beliefs concerning future developments and their potential effects on us. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond our control. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: macroeconomic, geopolitical, and other challenges and uncertainties, including those related to actual or potential policies and actions from the new U.S. administration, such as tariffs, and reciprocal actions by other countries or regions, significant volatility and disruptions in financial markets, a resurgence of inflation, increases in unemployment rates, increases in interest rates and slowing economic growth or recession in the U.S. and other countries or regions; the impact of any future federal government shutdown and uncertainty regarding the federal government’s debt limit; the impact of changes in financial services industry policies, laws and regulations; regulatory restrictions or adverse regulatory findings affecting our ability to successfully market and price our products to consumers; adverse developments in the financial services industry generally such as bank failures and any related impact on depositor behavior or investor sentiment; the impacts of international hostilities, wars, terrorism or geopolitical events; risks related to the sufficiency of liquidity, including our ability to attract and maintain deposits; the risks related to the development, implementation, use and management of emerging technologies, including artificial intelligence and machine learning; extreme weather, natural disasters and other catastrophic events and their effects on our customers and the economic and business environments in which we operate; current and future economic and market conditions of the local economies in which we conduct operations; declines in housing and commercial real estate prices and changes in the financial performance and/or condition of our borrowers; the market value of our investment securities and possible other-than-temporary impairment of securities held by us due to changes in credit quality or rates; the availability of, and cost of, sources of funding and the demand for our products; the possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and capital; the costs or effects of mergers, acquisitions or dispositions we may make, as well as whether we are able to obtain any required governmental approvals in connection with any such activities, or identify and complete favorable transactions in the future, and/or realize the anticipated financial and business benefits; the volatility of the stock market and its impact on our stock price and our ability to conduct acquisitions; the regulatory and financial impacts associated with exceeding $10 billion in total assets; the ability to execute our business plan in new markets; our future operating or financial performance, including our outlook for future growth; changes in the level and direction of our nonperforming assets and charge-offs and the appropriateness of the allowance for credit losses; the effectiveness of us managing the mix of earning assets and in improving, resolving or liquidating lower-quality assets; changes in accounting standards and practices; changes in consumer spending, borrowing and savings habits; the effects of changes in the level or cost of checking or savings account deposits on our funding costs and net interest margin; increasing noninterest expense and its impact on our financial performance; competition and innovation with respect to financial products and services by banks, financial institutions and non-traditional competitors including retail businesses and technology companies; the challenges of attracting, integrating and retaining key employees; the impact of the 2023 cyber security ransomware incident, including the pending litigation, on our operations and reputation; the vulnerability of our operational or security systems or infrastructure, the systems of third-party vendors or other service providers with whom we contract, and our customers to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and data/security breaches and the cost to defend against and respond to such incidents; increased data security risks due to work from home arrangements and email vulnerability; failure to safeguard personal information, and any resulting litigation; the effect of a fall in stock market prices on our brokerage and wealth management businesses; the emergence or continuation of widespread health emergencies or pandemics; potential judgments, orders, settlements, penalties, fines and reputational damage resulting from pending or future litigation and regulatory investigations, proceedings and enforcement actions; and our ability to manage the risks involved in the foregoing. In addition, due to the rapidly evolving and changes in U.S. trade policies and practices, the amount and duration of any tariffs and their ultimate impact on us, our customers, financial markets, and the overall U.S. and global economies is currently uncertain. Nonetheless, prolonged uncertainty, elevated tariff levels or their wide-spread use in U.S. trade policy could weaken economic conditions and adversely impact the ability of borrowers to repay outstanding loans or the value of collateral securing these loans or adversely affect financial markets. There can be no assurance that future developments affecting us will be the same as those anticipated by management. Additional factors that could cause results to differ materially from those described above can be found in our filings with the U.S. Securities and Exchange Commission, including without limitation the “Risk Factors” Section of TriCo’s Annual Report on Form 10-K for the year ended December 31, 2024, Such filings are also available in the “Investor Relations” section of our website, https://www.tcbk.com/investor-relations. Annualized, pro forma, projections and estimates are not forecasts and may not reflect actual results. We undertake no obligation (and expressly disclaim any such obligation) to update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

General

As TriCo Bancshares (referred to in this report as “we”, “our” or the “Company”) has not commenced any business operations independent of Tri Counties Bank (the “Bank”), the following discussion pertains primarily to the Bank. Average balances, including such balances used in calculating certain financial ratios, are generally comprised of average daily balances for the Company. Within Management’s Discussion and Analysis of Financial Condition and Results of Operations, interest income, net interest income, and net interest yield are generally presented on a FTE basis. The Company believes the use of these non-generally accepted accounting principles (non-GAAP) measures provides additional clarity in assessing its results, and the presentation of these measures on a FTE basis is a common practice within the banking industry. Interest income and net interest income are shown on a non-FTE basis in the Part I - Financial Information section of this Form 10-Q, and a reconciliation of the FTE and non-FTE presentations is provided below in the discussion of net interest income.

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Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those that materially affect the financial statements and are related to the adequacy of the allowance for loan losses, investments, mortgage servicing rights, fair value measurements, retirement plans and intangible assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A detailed discussion related to the Company’s accounting policies including those related to estimates on the allowance for credit losses related to loans and investment securities, and impairment of intangible assets, can be found in Note 1 of the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2024.

Geographical Descriptions

Financial Highlights

Performance highlights and other developments for the Company as of or for the three and six months ended June 30, 2025, included the following:

•Net income was $27.5 million or $0.84 per diluted share as compared to $26.4 million or $0.80 per diluted share in the trailing quarter

•Net interest income (FTE) was $86.8 million, an increase of $4.0 million or 4.82% over the trailing quarter; net interest margin (FTE) was 3.88% in the recent quarter, an increase of 15 basis points over 3.73% in the trailing quarter

•Loan balances increased $138.2 million or 8.1% (annualized) from the trailing quarter and increased $216.5 million or 3.2% from the same quarter of the prior year

•Deposit balances increased $170.5 million or 8.3% (annualized) from the trailing quarter and increased $325.6 million or 4.0% from the same quarter of the prior year

•Average yield on earning assets was 5.21%, an increase of 6 basis points over the 5.15% in the trailing quarter; average yield on loans was 5.76%, an increase of 5 basis points over the 5.71% in the trailing quarter

•Non-interest bearing deposits averaged 30.6% of total deposits during the quarter

•The average cost of total deposits was 1.37%, a decrease of 6 basis points as compared to 1.43% in the trailing quarter, and a decrease of 8 basis points from 1.45% in the same quarter of the prior year

•For the quarter ended June 30, 2025, the Company’s return on average assets was 1.13%, while the return on average equity was 8.68%; for the trailing quarter ended March 31, 2025, the Company’s return on average assets was 1.09%, while the return on average equity was 8.54%

•Diluted earnings per share were $0.84 for the second quarter of 2025, compared to $0.80 for the trailing quarter and $0.87 during the second quarter of 2024

•The loan to deposit ratio was 83.08% as of June 30, 2025, as compared to 83.13% for the trailing quarter end

•The efficiency ratio was 59.00% for the quarter ended June 30, 2025, as compared to 60.42% for the trailing quarter

•The provision for credit losses was approximately $4.7 million during the quarter ended June 30, 2025, as compared to $3.7 million during the trailing quarter end. The change was attributed to an increase in required reserves totaling $2.8 million on individually evaluated loans and an increase of $1.7 million general reserves, which was primary attributed to loan growth

•The allowance for credit losses (ACL) to total loans was 1.79% as of June 30, 2025, compared to 1.88% as of the trailing quarter end, and 1.83% as of June 30, 2024. Non-performing assets to total assets were 0.68% on June 30, 2025, as compared to 0.59% as of March 31, 2025, and 0.36% at June 30, 2024. At June 30, 2025, the ACL represented 192% of non-performing loans

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TRICO BANCSHARES

Financial Summary

(In thousands, except per share amounts; unaudited)


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Net interest income	$	86,519		$	81,997		$	169,061		$	164,733
Provision for credit losses	(4,665)			(405)			(8,393)			(4,710)
Non-interest income	17,090			15,866			33,163			31,637
Non-interest expense	(61,131)			(58,339)			(120,716)			(114,843)
Provision for income taxes	(10,271)			(10,085)			(19,210)			(20,034)
Net income	$	27,542		$	29,034		$	53,905		$	56,783
Per Share Data:
Basic earnings per share	$	0.84		$	0.88		$	1.64		$	1.71
Diluted earnings per share	$	0.84		$	0.87		$	1.63		$	1.70
Dividends paid	$	0.33		$	0.33		$	0.66		$	0.66
Book value at period end							$	38.92		$	35.62
Weighted average common shares outstanding	32,757			33,121			32,854			33,183
Weighted average diluted common shares outstanding	32,936			33,244			33,033			33,306
Shares outstanding at period end	32,550			32,989			32,550			32,989
At period end:
Loans							$	6,958,993		$	6,742,526
Total investment securities							$	1,936,954		$	2,086,090
Total assets							$	9,923,983		$	9,741,399
Total deposits							$	8,375,809		$	8,050,230
Other borrowings							$	17,788		$	247,773
Shareholders’ equity							$	1,266,823		$	1,175,050
Financial Ratios:
During the period:
Return on average assets (annualized)	1.13		%	1.19		%	1.11		%	1.16		%
Return on average equity (annualized)	8.68		%	9.99		%	8.61		%	9.74		%
Net interest margin(1) (annualized)	3.88		%	3.68		%	3.81		%	3.68		%
Efficiency ratio	59.00		%	59.61		%	59.69		%	58.48		%
Average equity to average assets	13.02		%	11.95		%	12.89		%	11.94		%
At end of period:
Equity to assets							12.77		%	12.06		%
Total capital to risk-adjusted assets							15.55		%	15.19		%

(1) Fully Taxable Equivalent (FTE)

Results of Operations

The following discussion and analysis is designed to provide a better understanding of the significant changes and trends related to the Company and the Bank’s financial condition, operating results, asset and liability management, liquidity and capital resources and should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of the Company and the Notes thereto located at Item 1 of this report.

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Net Interest Income

The Company’s primary source of revenue is net interest income, or the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Following is a summary of the components of FTE net income for the periods indicated.


	Three months ended
(in thousands)	June 30, 2025			March 31, 2025			Change			% Change
Interest income	$	116,361		$	114,077		$	2,284		2.0	%
Interest expense	(29,842)			(31,535)			1,693			(5.4)	%
Fully tax-equivalent adjustment (FTE) (1)	264			265			(1)			(0.4)	%
Net interest income (FTE)	$	86,783		$	82,807		$	3,976		4.8	%
Net interest margin (FTE)	3.88		%	3.73		%

Acquired loans discount accretion, net:
Amount (included in interest income)	$	1,247		$	1,995		$	(748)		(37.5)	%
Net interest margin less effect of acquired loan discount accretion(1)	3.82		%	3.64		%	0.18		%


	Three months ended June 30,
(in thousands)	2025			2024			Change			% Change
Interest income	$	116,361		$	117,032		$	(671)		(0.6)	%
Interest expense	(29,842)			(35,035)			5,193			(14.8)	%
Fully tax-equivalent adjustment (FTE) (1)	264			275			(11)			(4.0)	%
Net interest income (FTE)	$	86,783		$	82,272		$	4,511		5.5	%
Net interest margin (FTE)	3.88		%	3.68		%

Acquired loans discount accretion, net:
Amount (included in interest income)	$	1,247		$	850		$	397		46.7	%
Net interest margin less effect of acquired loan discount accretion(1)	3.82		%	3.64		%	0.18		%


	Six months ended June 30,
(in thousands)	2025			2024			Change			% Change
Interest income	$	230,438		$	232,449		$	(2,011)		(0.9)	%
Interest expense	(61,377)			(67,716)			6,339			(9.4)	%
Fully tax-equivalent adjustment (FTE) (1)	529			550			(21)			(3.8)	%
Net interest income (FTE)	$	169,590		$	165,283		$	4,307		2.6	%
Net interest margin (FTE)	3.81		%	3.68		%

Acquired loans discount accretion, net:
Amount (included in interest income)	$	3,242		$	2,182		$	1,060		48.6	%
Net interest margin less effect of acquired loan discount accretion(1)	3.73		%	3.63		%	0.10		%

(1)Certain information included herein is presented on a FTE basis and/or to present additional financial details which may be desired by users of this financial information. The Company believes the use of this non-generally accepted accounting principles (non-GAAP) measure provides additional clarity in assessing its results, and the presentation of these measures is a common practice within the banking industry.

Loans may be acquired at a premium or discount to par value, in which case, the premium is amortized (subtracted from) or the discount is accreted (added to) interest income over the remaining life of the loan. The dollar impact of loan discount accretion and loan premium amortization decrease as the purchased loans mature or pay off early. Upon the early pay off of a loan, any remaining unaccreted discount or unamortized premium is immediately taken into interest income; and as loan payoffs may vary significantly from quarter to quarter, so may the impact of discount accretion and premium amortization on interest income. Despite the elevated rate environment, the prepayment rate of portfolio loans, inclusive of those acquired at a premium or discount, remains generally consistent. During the quarters ended June 30, 2025, March 31, 2025 and June 30, 2024, the purchased loan discount accretion was $1.2 million, $2.0 million and $0.9 million, respectively.

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Summary of Average Balances, Yields/Rates and Interest Differential

The following table presents, for the three month periods indicated, information regarding the Company’s consolidated average assets, liabilities and shareholders’ equity, the amounts of interest income from average interest-earning assets and resulting yields, and the amount of interest expense paid on interest-bearing liabilities. Average loan balances include nonperforming loans. Interest income includes proceeds from loans on nonaccrual loans only to the extent cash payments have been received and applied to interest income. Yields on securities and certain loans have been adjusted upward to reflect the effect of income thereon exempt from federal income taxation at the current statutory tax rate (dollars in thousands).


	Three months ended June 30,
	2025						2024
	Average Balance		Interest Income/ Expense		Rates Earned /Paid		Average Balance		Interest Income/ Expense		Rates Earned /Paid
Assets:
Loans	$	6,878,186	$	98,695	5.76	%	$	6,792,303	$	98,229	5.82	%
Investment securities - taxable	1,818,814		14,921		3.29	%	2,003,124		17,004		3.41	%
Investment securities - nontaxable(1)	132,576		1,143		3.46	%	138,167		1,190		3.46	%
Total investments	1,951,390		16,064		3.30	%	2,141,291		18,194		3.42	%
Cash at Federal Reserve and other banks	144,383		1,866		5.18	%	68,080		884		5.22	%
Total interest-earning assets	8,973,959		116,625		5.21	%	9,001,674		117,307		5.24	%
Other assets	804,875						780,554
Total assets	$	9,778,834					$	9,782,228
Liabilities and shareholders’ equity:
Interest-bearing demand deposits	$	1,804,856	$	6,076	1.35	%	$	1,769,370	$	6,215	1.41	%
Savings deposits	2,799,470		12,246		1.75	%	2,673,272		12,260		1.84	%
Time deposits	1,102,025		9,716		3.54	%	1,016,190		10,546		4.17	%
Total interest-bearing deposits	5,706,351		28,038		1.97	%	5,458,832		29,021		2.14	%
Other borrowings	22,707		92		1.63	%	325,604		4,118		5.09	%
Junior subordinated debt	101,236		1,712		6.78	%	101,128		1,896		7.54	%
Total interest-bearing liabilities	5,830,294		29,842		2.05	%	5,885,564		35,035		2.39	%
Noninterest-bearing deposits	2,516,631						2,565,609
Other liabilities	158,817						161,731
Shareholders’ equity	1,273,092						1,169,324
Total liabilities and shareholders’ equity	$	9,778,834					$	9,782,228
Net interest spread(2)					3.16	%					2.85	%
Net interest income and interest margin(3)			$	86,783	3.88	%			$	82,272	3.68	%

(1)Fully taxable equivalent (FTE). All yields and rates are calculated using specific day counts for the period and year as applicable.

(2)Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(3)Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets, then annualized based on the number of days in the given period.

Net interest income (FTE) during the three months ended June 30, 2025, increased $4.5 million or 5.5% to $86.8 million compared to $82.3 million during the three months ended June 30, 2024. Net interest margin totaled 3.88% for the three months ended June 30, 2025, an increase of 20 basis points from the same quarter in 2024. The primary drivers behind the change in net interest margin was related to an improvement in yield on interest-bearing liabilities, namely, the cost of interest-bearing deposits decreased by 17 basis points between the quarter ended June 30, 2025, and the same quarter of the prior year. The accretion of discounts from acquired loans added 8 basis points and 5 basis points to loan yields during the quarters ended June 30, 2025 and June 30, 2024, respectively. In addition, the average balance of noninterest-bearing deposits decreased by $49.0 million from the three-month average for the period ended June 30, 2024 amidst a continued migration of customer funds to interest-bearing products.

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	Six months ended June 30,
	2025						2024
	Average Balance		Interest Income/ Expense		Rates Earned /Paid		Average Balance		Interest Income/ Expense		Rates Earned /Paid
Assets
Loans	$	6,827,469	$	194,073	5.73	%	$	6,789,072	$	194,713	5.77	%
Investments-taxable	1,851,439		30,673		3.34	%	2,065,412		34,833		3.39	%
Investments-nontaxable (1)	132,980		2,292		3.48	%	138,534		2,382		3.46	%
Total investments	1,984,419		32,965		3.35	%	2,203,946		37,215		3.40	%
Cash at Federal Reserve and other banks	175,315		3,929		4.52	%	41,229		1,071		5.22	%
Total earning assets	8,987,203		230,967		5.18	%	9,034,247		232,999		5.19	%
Other assets, net	806,241						784,765
Total assets	$	9,793,444					$	9,819,012
Liabilities and shareholders’ equity
Interest-bearing demand deposits	$	1,817,515	$	12,297	1.36	%	$	1,740,107	$	11,162	1.29	%
Savings deposits	2,765,057		24,444		1.78	%	2,662,595		23,159		1.75	%
Time deposits	1,111,382		20,162		3.66	%	914,042		18,229		4.01	%
Total interest-bearing deposits	5,693,954		56,903		2.02	%	5,316,744		52,550		1.99	%
Other borrowings	55,902		1,061		3.83	%	455,150		11,496		5.08	%
Junior subordinated debt	101,219		3,413		6.80	%	101,117		3,670		7.30	%
Total interest-bearing liabilities	5,851,075		61,377		2.12	%	5,873,011		67,716		2.32	%
Noninterest-bearing deposits	2,515,508						2,605,999
Other liabilities	164,259						168,044
Shareholders’ equity	1,262,602						1,171,958
Total liabilities and shareholders’ equity	$	9,793,444					$	9,819,012
Net interest rate spread (1) (2)					3.06	%					2.87	%
Net interest income and margin (1) (3)			$	169,590	3.81	%			$	165,283	3.68	%

Net interest income (FTE) during the six months ended June 30, 2025, increased $4.3 million, or 2.6%, to $169.6 million compared to $165.3 million during the six months ended June 30, 2024. In addition, net interest margin increased 13 basis points to 3.81%, compared to 3.68% for the same period in the prior year. The increase in net interest income during the six month period is primarily attributed to a decrease in interest expense; specifically, decreases in the volume of other average borrowings, contributed to a decrease in interest expense of $10.1 million while increases in the volume of average time deposits increased interest expense by approximately $4.0 million. The changes in rate resulted in a $1.4 million decrease in net interest income during the comparable period.

Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paid

The following table sets forth, for the period identified, a summary of the changes in interest income and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. Changes not solely attributable to volume or rates have been allocated in proportion to the respective volume and rate components.

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	Three months ended June 30, 2025 compared with three months ended June 30, 2024
(in thousands)	Volume		Rate		Total
Increase (decrease) in interest income:
Loans	$	1,249	$	(783)	$	466
Investment securities	(1,621)		(509)		(2,130)
Cash at Federal Reserve and other banks	996		(14)		982
Total interest-earning assets	624		(1,306)		(682)
Increase (decrease) in interest expense:
Interest-bearing demand deposits	125		(264)		(139)
Savings deposits	582		(596)		(14)
Time deposits	896		(1,726)		(830)
Other borrowings	(3,852)		(174)		(4,026)
Junior subordinated debt	2		(186)		(184)
Total interest-bearing liabilities	(2,247)		(2,946)		(5,193)
Increase in net interest income	$	2,871	$	1,640	$	4,511

The following commentary regarding net interest income, interest income and interest expense may be best understood while referencing the Summary of Average Balances, Yields/Rates and Interest Differential and the Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paid shown above.

Net interest income (FTE) during the three months ended June 30, 2025 increased $4.5 million to $86.8 million compared to $82.3 million during the three months ended June 30, 2024. The increase in net interest income (FTE) was due largely to a shift in funding mix, resulting in a decrease in short-term FHLB borrowings and an increase in interest-bearing deposits, which provided a favorable mix in interest expense.


	Six months ended June 30, 2025 compared with six months ended June 30, 2024
(in thousands)	Volume		Rate		Total
Increase (decrease) in interest income:
Loans	$	1,107	$	(1,747)	$	(640)
Investment securities	(3,724)		(526)		(4,250)
Cash at Federal Reserve and other banks	3,502		(644)		2,858
Total interest-earning assets	885		(2,917)		(2,032)
Increase (decrease) in interest expense:
Interest-bearing demand deposits	499		636		1,135
Savings deposits	896		389		1,285
Time deposits	3,957		(2,024)		1,933
Other borrowings	(10,139)		(296)		(10,435)
Junior subordinated debt	4		(261)		(257)
Total interest-bearing liabilities	(4,783)		(1,556)		(6,339)
Increase in net interest income	$	5,668	$	(1,361)	$	4,307

Asset Quality and Credit Loss Provisioning

During the three months ended June 30, 2025, the Company recorded a provision for credit losses of $4.7 million, as compared to $3.7 million during the trailing quarter, and $0.4 million during the second quarter of 2024.

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	Three months ended						Six months ended
(dollars in thousands)	June 30, 2025		March 31, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Addition to allowance for credit losses	$	4,525	$	2,663	$	335	$	7,188	$	4,350
Addition to reserve for unfunded loan commitments	140		1,065		70		1,205		360
Total provision for credit losses	$	4,665	$	3,728	$	405	$	8,393	$	4,710

The allowance for credit losses (ACL) was $124.5 million or 1.79% of total loans as of June 30, 2025. The provision for credit losses on loans of $4.5 million recorded during the current quarter resulted from a net increase of $2.8 million in reserves on individually evaluated loans or loan relationships, in addition to a net increase of $1.7 million in general reserves. The charge-offs incurred during the quarter ended June 30, 2025, were primarily related to non-performing relationships which had been fully reserved for by Management on an individual basis in previous quarters.


	Three months ended June 30,				Six months ended June 30,
(dollars in thousands)	2025		2024		2025		2024
Balance, beginning of period	$	128,423	$	124,394	$	125,366	$	121,522
Provision for credit losses	4,525		335		7,188		4,350
Loans charged-off	(8,595)		(1,610)		(8,969)		(2,885)
Recoveries of previously charged-off loans	102		398		870		530
Balance, end of period	$	124,455	$	123,517	$	124,455	$	123,517

The $2.8 million increase in individually evaluated reserves was largely attributed to changes in observable market valuations associated with agricultural real estate despite what appears to be a stable water supply and improving commodity prices for the crops associated with collateral for these loans. Management believes the provisioning for this individually analyzed relationship is sufficient relative to expected future losses, if any.

The $1.7 million recorded for general reserves is primarily attributed to net loan growth for the quarter of approximately $138.2 million. Additionally, Management notes that economic indicators through the end of the current quarter, as well as actual and forecasted trends including, but not limited to, unemployment, gross domestic product, and corporate borrowing rates continued to evidence stability and were supportive of general economic expansion, and generally consistent with the trailing period ended March 31, 2025, which is aligned with the Company's direct experiences with borrowers. Steepening of the yield curve or actions by the Federal Reserve to cut rates during 2025 and beyond may help further improve this outlook overall, but the uncertainty associated with the extent and timing of these potential reductions has inhibited a material change to monetary policy assumptions. Furthermore, geopolitical policy risks remain elevated, which may lead to further negative effects on domestic economic outcomes. The uncertainties related to the nature, duration and potential economic impact of proposed tariffs, while modestly improved since the period ended March 31, 2025, continue to present challenges in correlating potential improvement of credit risks within the Company's loan portfolio. Therefore, in conjunction with most economists' belief that tariffs may have a generally unfavorable impact on the economy as a whole, management continues to believe that certain credit weaknesses are present in the overall economy and that it is appropriate to maintain a reserve level that incorporates such risk factors.


(dollars in thousands)	As of June 30, 2025			% of Loans Outstanding		As of March 31, 2025			% of Loans Outstanding		As of June 30, 2024			% of Loans Outstanding
Risk Rating:
Pass	$	6,751,005		97.01	%	$	6,582,345		96.50	%	$	6,536,223		96.94	%
Special Mention	73,215			1.05	%	106,243			1.56	%	101,324			1.50	%
Substandard	134,773			1.94	%	132,186			1.94	%	104,979			1.56	%
Total	$	6,958,993		100.00	%	$	6,820,774		100.00	%	$	6,742,526		100.00	%

Classified loans to total loans	1.94		%			1.94		%			1.56		%
Loans past due 30+ days to total loans	0.62		%			0.66		%			0.45		%
ACL to non-performing loans	192.11		%			234.12		%			376.87		%

The ratio of classified loans to total loans of 1.94% as of June 30, 2025, was unchanged from March 31, 2025, and increased 38 basis points from the comparative quarter ended 2024. The change in classified loans outstanding as compared to the trailing quarter represented an increase of $2.6 million. While the increase is concentrated within commercial real estate farmland, the corresponding loans are current as of the reporting date with no history of delinquency.

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Loans past due 30 days or more decreased by $1.8 million during the quarter ended June 30, 2025, to $43.0 million, as compared to $44.8 million at March 31, 2025. The majority of loans identified as past due are well-secured by collateral, and approximately $12.4 million are less than 90 days delinquent.

Non-performing loans increased by $9.9 million during the quarter ended June 30, 2025 to $64.8 million as compared to $54.9 million at March 31, 2025. As noted above, this increase is concentrated within commercial real estate farmland and management continues to proactively work with these borrowers to identify actionable and appropriate resolution strategies which are customary for the industries. We anticipate that these actionable strategies will further benefit from the continued improvement in agricultural commodity prices, stable water supply, and growing crop demand. Of the $64.8 million loans designated as non-performing as of June 30, 2025, approximately $30.7 million are current or less than 30 days past due with respect to payments required under their existing loan agreements.

Management continues to proactively assess the repayment capacity of borrowers that will be subject to rate resets in the near term. To date this analysis as well as management's observations of loans that have experienced a rate reset, have resulted in an insignificant need to provide concessions to borrowers.

As of June 30, 2025, other real estate owned consisted of 9 properties with a carrying value of approximately $2.7 million, consistent with March 31, 2025. Non-performing assets of $67.5 million at June 30, 2025, represented 0.68% of total assets, a change from $57.5 million or 0.59% and $35.3 million or 0.36% as of March 31, 2025 and June 30, 2024, respectively.

Non-interest Income

The following table summarizes the Company’s non-interest income for the periods indicated (in thousands):


	Three months ended June 30,
(in thousands)	2025		2024		$ Change		% Change
ATM and interchange fees	$	6,590	$	6,372	$	218	3.4	%
Service charges on deposit accounts	5,189		4,847		342		7.1	%
Other service fees	1,485		1,286		199		15.5	%
Mortgage banking service fees	438		438		—		—	%
Change in value of mortgage servicing rights	(52)		(147)		95		64.6	%
Total service charges and fees	13,650		12,796		854		6.7	%
Increase in cash value of life insurance	842		831		11		1.3	%
Asset management and commission income	1,635		1,359		276		20.3	%
Gain on sale of loans	503		388		115		29.6	%
Lease brokerage income	50		154		(104)		(67.5)	%
Sale of customer checks	318		301		17		5.6	%
(Loss) gain on sale or exchange of investment securities	4		(45)		49		108.9	%
(Loss) gain on marketable equity securities	8		(121)		129		106.6	%
Other	80		203		(123)		(60.6)	%
Total other non-interest income	3,440		3,070		370		12.1	%
Total non-interest income	$	17,090	$	15,866	$	1,224	7.7	%

Non-interest income increased $1.2 million or 7.7% to $17.1 million during the three months ended June 30, 2025, compared to $15.9 million during the comparative quarter ended June 30, 2024. Growth in deposit balances and related transactional activities contributed to elevated interchange fees and services charge income, which increased by $0.9 million. Further, elevated activity and volume of assets under management drove an increase of $0.3 million or 20.3% in asset management and commission income for the period ended June 30, 2025 as compared to the same period in 2024.

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	Six months ended June 30,
(in thousands)	2025		2024		$ Change		% Change
ATM and interchange fees	$	12,696	$	12,541	$	155	1.2	%
Service charges on deposit accounts	10,103		9,510		593		6.2	%
Other service fees	2,844		2,652		192		7.2	%
Mortgage banking service fees	877		866		11		1.3	%
Change in value of mortgage servicing rights	(192)		(136)		(56)		41.2	%
Total service charges and fees	26,328		25,433		895		3.5	%
Increase in cash value of life insurance	1,662		1,634		28		1.7	%
Asset management and commission income	3,123		2,487		636		25.6	%
Gain on sale of loans	847		649		198		30.5	%
Lease brokerage income	116		315		(199)		(63.2)	%
Sale of customer checks	663		613		50		8.2	%
Gain (loss) on sale or exchange of investment securities	(1,142)		(45)		(1,097)		(2,437.8)	%
Gain (loss) on marketable equity securities	47		(149)		196		131.5	%
Other	1,519		700		819		117.0	%
Total other non-interest income	6,835		6,204		631		10.2	%
Total non-interest income	$	33,163	$	31,637	$	1,526	4.8	%

Non-interest income increased $1.5 million or 4.8% to $33.2 million during the six months ended June 30, 2025, compared to $31.6 million during the comparative six months ended June 30, 2024. Service charges and customer fees are elevated in the 2025 period and resulted in an increase of $0.9 million as compared to the six months ended June 30, 2024. Further, as noted previously, elevated activity within asset management and commission income contributed to overall improvement in total non-interest income.

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Non-interest Expense

The following table summarizes the Company’s non-interest expense for the periods indicated:


	Three months ended June 30,
(in thousands)	2025		2024		$ Change		% Change
Base salaries, net of deferred loan origination costs	$	25,757	$	23,852	$	1,905	8.0	%
Incentive compensation	5,223		4,711		512		10.9	%
Benefits and other compensation costs	7,306		6,838		468		6.8	%
Total salaries and benefits expense	38,286		35,401		2,885		8.1	%
Occupancy	4,200		4,063		137		3.4	%
Data processing and software	4,959		5,094		(135)		(2.7)	%
Equipment	1,189		1,330		(141)		(10.6)	%
Intangible amortization	483		1,030		(547)		(53.1)	%
Advertising	808		819		(11)		(1.3)	%
ATM and POS network charges	1,843		1,987		(144)		(7.2)	%
Professional fees	1,667		1,814		(147)		(8.1)	%
Telecommunications	513		558		(45)		(8.1)	%
Regulatory assessments and insurance	1,297		1,144		153		13.4	%

Postage	385		340		45		13.2	%
Operational losses	270		244		26		10.7	%
Courier service	544		559		(15)		(2.7)	%

Loss (gain) on disposal of fixed assets	5		1		4		400.0	%
Other miscellaneous expense	4,682		3,955		727		18.4	%
Total other non-interest expense	22,845		22,938		(93)		(0.4)	%
Total non-interest expense	$	61,131	$	58,339	$	2,792	4.8	%
Average full time equivalent staff	1,171		1,160		11		0.9	%

Total non-interest expense increased $2.8 million or 4.8% to $61.1 million during the three months ended June 30, 2025, as compared to $58.3 million for the quarter ended June 30, 2024. Total salaries and benefits expense increased by $2.9 million or 8.1%, reflecting the increase of $1.9 million in salaries, largely the result of routine merit increases and more recently strategic hiring focused on loan and deposit production; incentive compensation costs also increased by $0.5 million, reflecting elevated levels of production in both loans and deposits during the second quarter of 2025, as compared to 2024. Other non-interest expense line items generally evidenced broad based incremental decreases, slightly offset by elevated business travel, donations, as well as contract termination costs as noted above.

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	Six months ended June 30,
(in thousands)	2025		2024		$ Change		% Change
Base salaries, net of deferred loan origination costs	$	51,158	$	47,872	$	3,286	6.9	%
Incentive compensation	9,261		7,968		1,293		16.2	%
Benefits and other compensation costs	14,722		13,865		857		6.2	%
Total salaries and benefits expense	75,141		69,705		5,436		7.8	%
Occupancy	8,277		8,014		263		3.3	%
Data processing and software	10,017		10,201		(184)		(1.8)	%
Equipment	2,473		2,686		(213)		(7.9)	%
Intangible amortization	997		2,060		(1,063)		(51.6)	%
Advertising	2,012		1,581		431		27.3	%
ATM and POS network charges	3,694		3,648		46		1.3	%
Professional fees	3,185		3,154		31		1.0	%
Telecommunications	1,001		1,069		(68)		(6.4)	%
Regulatory assessments and insurance	2,580		2,395		185		7.7	%

Postage	705		648		57		8.8	%
Operational losses	694		596		98		16.4	%
Courier service	1,032		1,039		(7)		(0.7)	%
(Gain) loss on sale or acquisition of foreclosed assets	(3)		(38)		35		(92.1)	%
(Gain) loss on disposal of fixed assets	90		6		84		1,400.0	%
Other miscellaneous expense	8,821		8,079		742		9.2	%
Total other non-interest expense	45,575		45,138		437		1.0	%
Total non-interest expense	$	120,716	$	114,843	$	5,873	5.1	%
Average full time equivalent staff	1,183		1,174		9		0.8	%

Non-interest expense increased $5.9 million or 5.1% to $120.7 million during the six months ended June 30, 2025, as compared to $114.8 million for the six months ended June 30, 2024. The largest component was salaries and benefits expense which increased $5.4 million or 7.8% to $75.1 million, largely for the reasons mentioned above. Other non-interest expense line items evidenced broad based but incremental increases, led by elevated business travel, donations, and non-recurring contract termination costs.

Income Taxes

The Company’s effective tax rate was 27.2% for the quarter ended June 30, 2025, as compared to 25.3% for the year ended March 31, 2025. Differences between the Company's effective tax rate and applicable federal and state blended statutory rate of approximately 29.6% are due to the proportion of non-taxable revenues, non-deductible expenses, and benefits from tax credits as compared to the levels of pre-tax earnings.

Financial Condition

For financial reporting purposes, the Company does not separately track the changes in assets and liabilities based on branch location or regional geography. The following is a comparison of the quarterly change in certain assets and liabilities:


Ending balances	June 30, 2025		March 31, 2025				Annualized % Change
(dollars in thousands)					$ Change
Total assets	$	9,923,983	$	9,819,599	$	104,384	4.3	%
Total loans	6,958,993		6,820,774		138,219		8.1
Total investments	1,936,954		1,979,116		(42,162)		(8.5)
Total deposits	8,375,809		8,205,332		170,477		8.3
Total other borrowings	17,788		91,706		(73,918)		(322.4)

Loans outstanding increased by $138.2 million or 8.1% on an annualized basis during the quarter ended June 30, 2025. During the quarter, loan originations/draws totaled approximately $457.7 million while payoffs/repayments of loans totaled $329.3 million, which compares to originations/draws and payoffs/repayments during the trailing quarter ended of $357.5 million and $321.3 million, respectively. Origination volume was elevated relative to recent quarters as interest rates have contracted from the highs experienced in early 2025, and the macro-economic outlook continues to improve for borrowers following the passage of tax and spending legislation that is expected to promote continued economic expansion, in addition to progress toward finalizing tariff policies with our largest trade partners.

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The activity within loan payoffs/repayments remains spread amongst numerous borrowers, regions and loan types.

Investment security balances decreased $42.2 million or 8.5% on an annualized basis during the quarter as a result of net prepayments/maturities of $64.5 million, partially offset by net increases in the market value of securities of $12.8 million and purchases of $10.2 million. Investment security purchases were comprised of fixed rate agency mortgage-backed securities. While management intends to primarily utilize cash flows from the investment security portfolio and organic deposit growth to support loan growth, excess liquidity will be utilized for purchases of investment securities to support net interest income growth and net interest margin expansion.

Deposit balances increased by $170.5 million or 8.3% annualized during the period, primarily due to increases in demand and savings deposit accounts. Other borrowings decreased by $73.9 million or 322.4% during the quarter following the repayment of all short-term FHLB advances.

Prior to September 30, 2025, management anticipates repayment to the holders of the North Valley Trust II, III and IV as well as the VRB Subordinated debt issued by TriCo, which had a total face value of $57.7 million, recorded book value of $60.0 million, and weighted average rate of 6.54% as of June 30, 2025.

The following is a comparison of the year over year change in certain assets and liabilities:


Ending balances	As of June 30,						% Change
(dollars in thousands)	2025		2024		$ Change
Total assets	$	9,923,983	$	9,741,399	$	182,584	1.9	%
Total loans	6,958,993		6,742,526		216,467		3.2
Total investments	1,936,954		2,086,090		(149,136)		(7.1)
Total deposits	8,375,809		8,050,230		325,579		4.0
Total other borrowings	17,788		247,773		(229,985)		(92.8)

Investment Securities

The following table presents the available for sale debt securities portfolio by major type as of June 30, 2025 and December 31, 2024:


	June 30, 2025				December 31, 2024
(in thousands)	Fair Value		%		Fair Value		%
Debt securities available for sale:
Obligations of U.S. government agencies	$	1,086,082	59.8	%	$	1,094,185	57.4	%
Obligations of states and political subdivisions	212,571		11.7	%	220,744		11.6	%
Corporate bonds	5,503		0.3	%	5,837		0.3	%
Asset backed securities	263,679		14.5	%	314,263		16.5	%
Non-agency mortgage backed	247,541		13.7	%	269,856		14.2	%
Total debt securities available for sale	$	1,815,376	100.0	%	$	1,904,885	100.0	%


	June 30, 2025				December 31, 2024
(in thousands)	Amortized Cost		%		Amortized Cost		%
Debt securities held to maturity:
Obligations of U.S. government and agencies	$	98,940	97.3	%	$	109,155	97.6	%
Obligations of states and political subdivisions	2,732		2.7	%	2,711		2.4	%
Total debt securities held to maturity	$	101,672	100.0	%	$	111,866	100.0	%

Investment securities held to maturity decreased $10.2 million to $101.7 million as of June 30, 2025, as compared to December 31, 2024. This decrease is attributable to calls and principal repayments of $10.1 million, and amortization of net purchase premiums of $0.1 million.

Loans

The Company focuses its primary lending activities in six principal areas: commercial real estate loans, consumer loans, commercial and industrial loans, construction loans, agriculture production loans and leases. The interest rates charged for the loans made by the Company vary with the degree of risk, the size and duration of the loans, the borrower’s relationship with the Company and prevailing money market rates indicative of the Company’s cost of funds.

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The majority of the Company’s loans are direct loans made to individuals, and local or regional businesses which service a variety of industries. The Company relies substantially on local promotional activity and personal contacts by bank officers, directors and employees to compete with other financial institutions. The Company makes loans to borrowers whose applications include a sound purpose, a viable repayment source and a plan of repayment established at inception and generally backed by a secondary source of repayment.

The following table shows the Company’s loan balances, net of deferred loan costs and discounts, as of the dates indicated:


(in thousands)	June 30, 2025				December 31, 2024
Commercial real estate	$	4,730,732	68.0	%	$	4,577,632	67.6	%
Consumer	1,288,691		18.5	%	1,281,059		18.9	%
Commercial and industrial	467,564		6.7	%	471,271		7.0	%
Construction	304,920		4.4	%	279,933		4.1	%
Agriculture production	161,457		2.3	%	151,822		2.3	%
Leases	5,629		0.1	%	6,806		0.1	%
Total loans	$	6,958,993	100.0	%	$	6,768,523	100.0	%

Nonperforming Assets

The following tables set forth the amount of the Company’s NPAs as of the dates indicated. “Performing nonaccrual loans” are loans that may be current for both principal and interest payments, or are less than 90 days past due, but for which payment in full of both principal and interest is not expected, and are not well secured and in the process of collection:


(in thousands)	June 30, 2025			December 31, 2024
Performing nonaccrual loans	$	34,121		$	19,543
Nonperforming nonaccrual loans	30,464			24,493
Total nonaccrual loans	64,585			44,036
Loans 90 days past due and still accruing	198			60
Total nonperforming loans	64,783			44,096
Foreclosed assets	2,683			2,786
Total nonperforming assets	$	67,466		$	46,882
Nonperforming assets to total assets	0.68		%	0.48		%
Nonperforming loans to total loans	0.93		%	0.65		%
Allowance for credit losses to nonperforming loans	192		%	284		%

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Changes in nonperforming assets during the three months ended June 30, 2025


(in thousands)	Balance at March 31, 2025		New NPA / Valuation Adjustments	Pay-downs /Sales /Upgrades	Charge-offs/ (1) Write-downs	Transfers to Foreclosed Assets	Balance at June 30, 2025
Commercial real estate:
CRE non-owner occupied	$	3,004	603	(59)	—	—	$	3,548
CRE owner occupied	5,339		4,919	(3,582)	—	—	6,676
Multifamily	467		—	(7)	—	—	460
Farmland	21,472		14,655	(316)	—	—	35,811
Total commercial real estate loans	30,282		20,177	(3,964)	—	—	46,495
Consumer
SFR 1-4 1st DT liens	5,867		828	(319)	—	—	6,376
SFR HELOCs and junior liens	4,708		424	(346)	—	—	4,786
Other	262		218	(73)	(89)	—	318
Total consumer loans	10,837		1,470	(738)	(89)	—	11,480
Commercial and industrial	10,220		170	(108)	(8,384)	—	1,898
Construction	54		1,863	(3)	—	—	1,914
Agriculture production	3,461		202	(656)	(11)	—	2,996
Leases	—		—	—	—	—	—
Total nonperforming loans	54,854		23,882	(5,469)	(8,484)	—	64,783
Foreclosed assets	2,685		—		(2)	—	2,683
Total nonperforming assets	$	57,539	23,882	(5,469)	(8,486)	—	$	67,466

(1) The table above does not include deposit overdraft charge-offs.

Nonperforming assets increased during the three months ended June 30, 2025 by $9.9 million or 17.3% to $67.5 million compared to $57.5 million at March 31, 2025. The increase in nonperforming assets during the second quarter of 2025 was primarily the result of nonperforming loan additions totaling $23.9 million, partially offset by pay-downs and upgrades, which totaled $5.5 million during the quarter, as well as $8.5 million in charge-offs. Management is actively engaged in the collection and recovery efforts for all nonperforming assets and believes that the loan loss reserves associated with these loans is sufficient as of June 30, 2025.


(in thousands)	Balance at December 31, 2024		New NPA / Valuation Adjustments	Pay-downs /Sales /Upgrades	Charge-offs/ (1) Write-downs	Transfers to Foreclosed Assets	Balance at June 30, 2025
Commercial real estate:
CRE non-owner occupied	$	3,017	603	(72)	—	—	$	3,548
CRE owner occupied	3,874		6,538	(3,736)	—	—	6,676
Multifamily	480		—	(20)	—	—	460
Farmland	16,195		20,140	(524)	—	—	35,811
Total commercial real estate loans	23,566		27,281	(4,352)	—	—	46,495
Consumer
SFR 1-4 1st DT liens	5,979		1,134	(737)	—		6,376
SFR HELOCs and junior liens	3,868		1,593	(675)	—		4,786
Other	204		284	(80)	(90)		318
Total consumer loans	10,051		3,011	(1,492)	(90)	—	11,480
Commercial and industrial	9,765		978	(204)	(8,641)		1,898
Construction	57		1,863	(6)	—		1,914
Agriculture production	657		3,203	(853)	(11)		2,996
Leases	—		—	—	—		—
Total nonperforming loans	44,096		36,336	(6,907)	(8,742)	—	64,783
Foreclosed assets	2,786		—	(101)	(2)		2,683
Total nonperforming assets	$	46,882	36,336	(7,008)	(8,744)	—	$	67,466

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(1) The table above does not include deposit overdraft charge-offs.

Loan charge-offs during the three months ended June 30, 2025

In the second quarter of 2025, the Company recorded $8.6 million in loan charge-offs and $0.1 million in loan recoveries which collectively resulted in $8.5 million in net charge-offs. Nearly all of the charge-offs were associated with loans that were individually analyzed and reserved for in prior periods and thus had limited impact on the provision for credit losses during the three months ended June 30, 2025.

The Components of the Allowance for Credit Losses for Loans

The following table sets forth the allowance for credit losses for loans as of the dates indicated:


(in thousands)	June 30, 2025			December 31, 2024			June 30, 2024
Allowance for credit losses:
Allowance for collectively evaluated loans	$	120,490		$	120,741		$	122,499
Allowance for individually evaluated loans	3,965			4,625			1,018

Total allowance for credit losses	$	124,455		$	125,366		$	123,517
Allowance for credit losses for loans / total loans	1.79		%	1.85		%	1.83		%

For additional information regarding the allowance for loan losses, including changes in specific, formula, and environmental factors allowance categories, see “Asset Quality and Loan Loss Provisioning” at “Results of Operations”, above. For additional information on the current ACL methodology, see "Allowance for Credit Losses - Loans" within footnote 1 of the Company's 10-Q/10-K. Based on the current conditions of the loan portfolio, management believes that the $124.5 million allowance for loan losses at June 30, 2025 is adequate to absorb expected losses inherent in the Bank’s loan portfolio. No assurance can be given, however, that adverse economic conditions or other circumstances will not result in increased losses in the portfolio.

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The following table summarizes the allocation of the allowance for credit losses between loan types and by percentage of the total allowance for credit losses on loans as of the dates indicated:


(in thousands)	June 30, 2025				December 31, 2024				June 30, 2024
Commercial real estate	$	74,484	59.8	%	$	72,849	58.1	%	$	73,032	59.1	%
Consumer	25,318		20.3	%	27,463		21.9	%	27,674		22.4	%
Commercial and industrial	10,024		8.1	%	14,397		11.5	%	12,128		9.8	%
Construction	10,995		8.8	%	7,224		5.8	%	7,466		6.0	%
Agriculture production	3,609		3.0	%	3,403		2.7	%	3,180		2.7	%
Leases	25		0.0	%	30		0.0	%	37		0.0	%
Total allowance for credit losses	$	124,455	100.0	%	$	125,366	100.0	%	$	123,517	100.0	%

The following table summarizes the allocation of the allowance for credit losses as a percentage of the total loans for each loan category as of the dates indicated:


(in thousands)	June 30, 2025		December 31, 2024		June 30, 2024
Commercial real estate	1.57	%	1.59	%		1.64	%
Consumer	1.96	%	2.14	%		2.13	%
Commercial and industrial	2.14	%	3.05	%		2.21	%
Construction	3.61	%	2.58	%		2.63	%
Agriculture production	2.24	%	2.24	%		2.27	%
Leases	0.44	%	0.44	%		0.44	%
Total loans	1.79	%	1.85	%		1.83	%

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The following table summarizes the activity in the allowance for credit losses for the periods indicated:


	Three months ended June 30,						Six months ended June 30,
(in thousands)	2025			2024			2025			2024
Allowance for credit losses:
Balance at beginning of period	$	128,423		$	124,394		$	125,366		$	121,522
ACL on PCD loans	—			—			—			—
Provision for credit losses	4,525			335			7,188			4,350
Loans charged-off:
Commercial real estate:
CRE non-owner occupied	—			—			—			—
CRE owner occupied	—			—			—			—
Multifamily	—			—			—			—
Farmland	—			—			—			—
Consumer:
SFR 1-4 1st DT liens	—			—			—			(26)
SFR HELOCs and junior liens	—			(9)			—			(41)
Other	(200)			(118)			(317)			(368)
Commercial and industrial	(8,384)			(870)			(8,641)			(1,000)
Construction	—			—			—			—
Agriculture production	(11)			(613)			(11)			(1,450)
Leases	—			—			—			—
Total loans charged-off	(8,595)			(1,610)			(8,969)			(2,885)
Recoveries of previously charged-off loans:
Commercial real estate:
CRE non-owner occupied	—			—			—			—
CRE owner occupied	1			1			1			1
Multifamily	—			—			—			—
Farmland	—			—			—			—
Consumer:
SFR 1-4 1st DT liens	—			—			—			—
SFR HELOCs and junior liens	4			51			16			100
Other	36			81			73			121
Commercial and industrial	60			261			166			283
Construction	—			—			—			—
Agriculture production	1			4			614			25
Leases	—			—			—			—
Total recoveries of previously charged-off loans	102			398			870			530
Net charge-offs	(8,493)			(1,212)			(8,099)			(2,355)
Balance at end of period	$	124,455		$	123,517		$	124,455		$	123,517
Average total loans	$	6,878,186		$	6,792,303		$	6,827,469		$	6,789,072
Ratios (annualized):
Net (charge-offs) recoveries during period to average loans outstanding during period	(0.49)		%	(0.07)		%	(0.24)		%	(0.07)		%
Provision for credit losses to average loans outstanding during period	0.26		%	0.02		%	0.21		%	0.13		%

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Foreclosed Assets, Net of Allowance for Losses

The following table details the components and summarize the activity in foreclosed assets, net of allowances for losses, for the six months ended June 30, 2025:


(in thousands)	Balance at December 31, 2024		Sales		Valuation Adjustments		Transfers from Loans		Balance at June 30, 2025
Land & construction	$	204	$	—	$	—	$	—	$	204
Residential real estate	1,683		(101)		(2)		—		1,580
Commercial real estate	899		—		—		—		899
Total foreclosed assets	$	2,786	$	(101)	$	(2)	$	—	$	2,683

Deposits

During the six months ended June 30, 2025, the Company’s deposits increased by $288.2 million to $8.4 billion at quarter end. There were no brokered deposits included in the deposit balances as of June 30, 2025 and December 31, 2024. Estimated uninsured deposits totaled $2.8 billion and $2.5 billion as of June 30, 2025 and December 31, 2024, respectively.

Off-Balance Sheet Arrangements

See Note 9 to the condensed consolidated financial statements at Item 1 of Part I of this report for information about the Company’s commitments and contingencies including off-balance-sheet arrangements.

Capital Resources

The current and projected capital position of the Company and the impact of capital plans and long-term strategies are reviewed regularly by Management.

On February 25, 2021 the Board of Directors authorized the repurchase of up to 2,000,000 shares of the Company's common stock (the 2021 Repurchase Plan), which approximated 6.7% of the shares outstanding as of the approval date. The actual timing of any share repurchases will be determined by the Company's management and therefore the total value of the shares to be purchased under the 2021 Repurchase Plan is subject to change. The Company may repurchase its outstanding shares of common stock from time to time in open market or privately-negotiated transactions, including block trades, or pursuant to 10b5-1 trading plans. The 2021 Repurchase Plan has no expiration date (in accordance with applicable laws and regulations).

During the three and six months ended June 30, 2025, the Company repurchased 379,978 and 469,632 shares with market values of $15.2 million and$18.9 million, respectively. In addition, the Company’s Tier 1 common equity and tangible capital ratios increased to 13.1% and 10.0%, respectively as of June 30, 2025, compared to 13.2% and 9.7%, respectively, as of December 31, 2024.

Total shareholders' equity increased by $11.3 million during the quarter ended June 30, 2025, as net income of $27.5 million and a $9.0 million decrease in accumulated other comprehensive losses were partially offset by $10.8 million in cash dividends on common stock and $15.7 million in share repurchase activity. As a result, the Company’s book value increased to $38.92 per share at June 30, 2025, compared to $38.17 at March 31, 2025. The Company’s tangible book value per share, a non-GAAP measure, calculated by subtracting goodwill and other intangible assets from total shareholders’ equity and dividing that sum by total shares outstanding, was $29.40 per share at June 30, 2025, as compared to $28.73 at March 31, 2025. Changes in the fair value of available-for-sale investment securities, net of deferred taxes, continue to create moderate levels of volatility in tangible book value per share. 15.7%

The following is a comparison of various capital ratios for the current period with the trailing quarter and applicable minimum regulatory requirements.


	June 30, 2025				December 31, 2024
	Ratio		Minimum Regulatory Requirement		Ratio		Minimum Regulatory Requirement
Total risk based capital	15.6	%	10.5	%	15.7	%	10.5	%
Tier I capital	13.9	%	8.5	%	14.0	%	8.5	%
Common equity Tier 1 capital	13.1	%	7.0	%	13.2	%	7.0	%
Leverage	11.8	%	4.0	%	11.7	%	4.0	%

See Note 10 and Note 16 to the condensed consolidated financial statements at Item 1 of Part I of this report for additional information about the Company’s capital resources.

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Prior to September 30, 2025, management anticipates providing notice of and repayment to the holders of the North Valley Trust II, III and IV as well as the VRB Subordinated debt issued by TriCo, which had a total face value of $57.7 million, recorded book value of $60.0 million, and weighted average rate of 6.54% as of June 30, 2025. The repayment of this debt will be facilitated through a cash dividend from the Bank to the Company, however, it is not anticipated to have any significant impact on the Bank's liquidity, shareholder equity or regulatory capital positions.

As of June 30, 2025, we had an effective shelf registration statement on file with the Securities and Exchange Commission that allows us to issue various types of debt securities, as well as common stock, preferred stock, warrants, depository shares representing fractional interest in shares of preferred stock, purchase contracts and units from time to time in one or more offerings. Each issuance under the shelf registration statement will require the filing of a prospectus supplement identifying the amount and terms of the securities to be issued. The registration statement does not limit the amount of securities that may be issued thereunder. Our ability to issue securities is subject to market conditions and other factors including, in the case of our debt securities, our credit ratings and compliance with current and prospective covenants in credit agreements.

Liquidity

The Company's primary sources of liquidity include the following for the periods indicated:


(dollars in thousands)	June 30, 2025		December 31, 2024
Borrowing capacity at correspondent banks and FRB	$	3,006,667	$	2,882,859
Less: borrowings outstanding	—		(367,000)
Unpledged available-for-sale investment securities	1,005,774		1,435,990
Cash held or in transit with FRB	263,922		41,541
Total primary liquidity	$	4,276,363	$	3,993,390

At June 30, 2025, the Company's primary sources of liquidity represented 51% of total deposits and 153% of estimated total uninsured (excluding collateralized municipal deposits and intercompany balances) deposits, respectively. As secondary sources of liquidity, the Company's held-to-maturity investment securities had a fair value of $97.0 million, including approximately $4.7 million in net unrealized losses.

The Company’s profitability during the first six months of 2025 generated cash flows from operations of $53.8 million compared to $56.9 million during the first six months of 2024. Net cash from investing activities was $59.4 million for the six months ended June 30, 2025, compared to net cash from investing activities of $255.0 million during the six months ending 2024. Financing activities provided $174.9 million during the six months ended June 30, 2025, compared to using $204.1 million during the six months ended June 30, 2024.

The types of contractual obligations of the Company and Bank, include but are not limited to term subordinated debt, operating leases, deferred compensation and supplemental retirement plans as well as off-balance sheet commitments such as unfunded loans and letters of credit, are consistent with those as of December 31, 2024. However, as borrowings have been repaid, the borrowing capacity at correspondent banks has increased. In addition, as the balance of investment securities has declined, so has the balance of unpledged securities. In total, and as illustrated above, the balance of total primary liquidity has increased during the first half of 2025.

The Company is dependent upon the payment of cash dividends by the Bank to service its commitments, which have historically included dividends to shareholders, scheduled debt service payments, and general operations. Shareholder dividends are expected to continue subject to the Board’s discretion and management's continuing evaluation of capital levels, earnings, asset quality and other factors. The Company expects that the cash dividends paid by the Bank to the Company will be sufficient to cover the Company's cash flow needs. However, the Company and its ability to generate liquidity through either the issuance of stock or debt, also serves as a potential source of strength for the Bank. Dividends paid by the Company to holders of its common stock used $21.6 million and $21.9 million of cash during the six months ended June 30, 2025 and 2024, respectively. The Company’s liquidity is dependent on dividends received from the Bank. Dividends from the Bank are subject to certain regulatory restrictions.

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TRICO BANCSHARES—NON-GAAP FINANCIAL MEASURES

(Unaudited. Dollars in thousands)

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this filing contains certain non-GAAP financial measures. Management has presented these non-GAAP financial measures in this filing because it believes that they provide useful and comparative information to assess trends in the Company's core operations reflected in the current quarter's results, and facilitate the comparison of our performance with the performance of our peers. However, these non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP. Where applicable, comparable earnings information using GAAP financial measures is also presented. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies. For a reconciliation of these non-GAAP financial measures, see the tables below:


	Three months ended		Six months ended
(dollars in thousands)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net interest margin
Acquired loans discount accretion, net:
Amount (included in interest income)	$1,247		$850		$3,242		$2,182
Effect on average loan yield	0.08	%	0.05	%	0.09	%	0.06	%
Effect on net interest margin (FTE)	0.06	%	0.04	%	0.07	%	0.05	%
Net interest margin (FTE)	3.88	%	3.68	%	3.81	%	3.68	%
Net interest margin less effect of acquired loan discount accretion (Non-GAAP)	3.82	%	3.64	%	3.73	%	3.63	%


	Three months ended				Six months ended
(dollars in thousands)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Pre-tax pre-provision return on average assets or equity
Net income (GAAP)	$27,542		$29,034		$53,905		$56,783
Exclude provision for income taxes	10,271		10,085		19,210		20,034
Exclude provision for credit losses	4,665		405		8,393		4,710
Net income before income tax and provision expense (Non-GAAP)	$42,478		$39,524		$81,508		$81,527

Average assets (GAAP)	$9,778,834		$9,782,228		$9,793,444		$9,819,012
Average equity (GAAP)	$1,273,092		$1,169,324		$1,262,602		$1,171,958

Return on average assets (GAAP) (annualized)	1.13	%	1.19	%	1.11	%	1.16	%
Pre-tax pre-provision return on average assets (Non-GAAP) (annualized)	1.74	%	1.63	%	1.68	%	1.67	%
Return on average equity (GAAP) (annualized)	8.68	%	9.99	%	8.61	%	9.74	%
Pre-tax pre-provision return on average equity (Non-GAAP) (annualized)	13.38	%	13.59	%	13.02	%	13.95	%

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	Three months ended				Six months ended
(dollars in thousands)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Return on tangible common equity
Average total shareholders' equity	$1,273,092		$1,169,324		$1,262,602		$1,171,958
Exclude average goodwill	304,442		304,442		304,442		304,442
Exclude average other intangibles	5,743		9,007		5,987		9,522
Average tangible common equity (Non-GAAP)	$962,907		$855,875		$952,173		$857,994

Net income (GAAP)	$27,542		$29,034		$53,905		$56,783
Exclude amortization of intangible assets, net of tax effect	340		725		702		1,451
Tangible net income available to common shareholders (Non-GAAP)	$27,882		$29,759		$54,607		$58,234

Return on average equity (GAAP) (annualized)	8.68	%	9.99	%	8.61	%	9.74	%
Return on average tangible common equity (Non-GAAP)	11.61	%	13.98	%	11.57	%	13.65	%


	As of
(dollars in thousands)	June 30, 2025		December 31, 2024
Tangible shareholders' equity to tangible assets
Shareholders' equity (GAAP)	$1,266,823		$1,220,907
Exclude goodwill and other intangible assets, net	309,877		310,874
Tangible shareholders' equity (Non-GAAP)	$956,946		$910,033

Total assets (GAAP)	$9,923,983		$9,673,728
Exclude goodwill and other intangible assets, net	309,877		310,874
Total tangible assets (Non-GAAP)	$9,614,106		$9,362,854

Shareholders' equity to total assets (GAAP)	12.77	%	12.62	%
Tangible shareholders' equity to tangible assets (Non-GAAP)	9.95	%	9.72	%


	As of
(dollars in thousands)	June 30, 2025	December 31, 2024
Tangible common shareholders' equity per share
Tangible shareholders' equity (Non-GAAP)	$956,946	$910,033
Common shares outstanding at end of period	32,550,264	32,970,425

Common shareholders' equity (book value) per share (GAAP)	$38.92	$37.03
Tangible common shareholders' equity (tangible book value) per share (Non-GAAP)	$29.40	$27.60

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Based on the changes in interest rates as well as the mix shift of interest earning assets and interest bearing liabilities occurring subsequent to December 31, 2024, the following update of the Company’s assessment of market risk as of June 30, 2025 is being provided. These updates and changes should be read in conjunction with the additional quantitative and qualitative disclosures in our Annual Report on Form 10-K for the year ended December 31, 2024.

As of June 30, 2025, the Company's loan portfolio consisted of approximately $7.0 billion in outstanding principal with a weighted average coupon rate of 5.57%. During the three-month periods ending June 30, 2025, March 31, 2025, and June 30, 2024, the weighted average coupon on loan production in the quarter was 6.43%, 6.73% and 7.98%, respectively. Included in the June 30, 2025 total loans balance are adjustable rate loans totaling $4.5 billion, of which $0.9 billion are considered floating based on the Wall Street Prime index. In addition, the Company holds certain investment securities with fair values totaling $282.9 million which are subject to repricing on not less than a quarterly basis.

Management funds the acquisition of nearly all of its earning assets through its core deposit gathering activities. As of June 30, 2025, non-interest bearing deposits represented 30.6% of total deposits. Further, during the quarter ended June 30, 2025, the cost of interest bearing deposits were 1.97% and the cost of total deposits were 1.37%. With the intent of increasing net interest income, management intends to continue to deploy its excess liquidity and/or seek to migrate certain earning assets into higher yielding categories. However, in situations where deposit balances contract, management may rely upon various borrowing facilities or utilize brokered deposits. Through the first quarter of 2025 and during the entire 2024 year, management did not utilize any brokered deposits. Management did however utilize borrowing lines from the FHLB, both overnight and term structured up to 12 months, during this same period. There were no FHLB borrowings outstanding as of June 30, 2025.

As of June 30, 2025 the overnight Federal funds effective rate, the rate primarily used in these interest rate shock scenarios, was 4.33%. These scenarios assume that 1) interest rates increase or decrease evenly (in a “ramp” fashion) over a twelve-month period and remain at the new levels beyond twelve months or 2) that interest rates change instantaneously (“shock”). The simulation results shown below assume no changes in the structure of the Company’s balance sheet over the twelve months being measured.

The following table summarizes the estimated effect on net interest income and market value of equity to changing interest rates as measured against a flat rate (no interest rate change) instantaneous parallel shock scenario over a twelve month period utilizing a interest sensitivity (GAP) analysis based on the Company's specific mix of interest earning assets and interest bearing liabilities as of June 30, 2025.

Interest Rate Risk Simulations:


Change in Interest Rates (Basis Points)	Estimated Change in Net Interest Income (NII) (as % of NII)		Estimated Change in Market Value of Equity (MVE) (as % of MVE)
+300 (shock)	(8.7)	%	(1.7)	%
+200 (shock)	(3.9)	%	(1.0)	%
+100 (shock)	(1.9)	%	(0.1)	%
+ 0 (flat)	—		—
-100 (shock)	—	%	(2.8)	%
-200 (shock)	(0.5)	%	(8.1)	%
-300 (shock)	0.9	%	(15.5)	%

Item 4. Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2025. Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are controls and procedures designed to reasonably assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis. Disclosure controls are also designed to reasonably assure that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.

During the three months ended June 30, 2025, there were no changes in our internal controls or in other factors that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

Item 1 — Legal Proceedings

Due to the nature of our business, we are involved in legal proceedings that arise in the ordinary course of our business. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

Item 1A — Risk Factors

In evaluating an investment in the Company's common stock, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025, and in the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements.

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows the repurchases made by the Company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the periods indicated:


Period	(a) Total number of shares purchased (1)	(b) Average price paid per share		(c) Total number of shares purchased as of part of publicly announced plans or programs	(d) Maximum number of shares that may yet be purchased under the plans or programs at period end (2)
April 1-30, 2025	28,671	$	38.30	28,671	712,198
May 1-31, 2025	179,859	40.27		176,258	535,940
June 1-30, 2025	182,990	40.19		175,049	360,891
Total	391,520	$	40.09	379,978

(1)Includes shares purchased by the Company’s Employee Stock Ownership Plan in open market purchases and shares tendered by employees pursuant to various other equity incentive plans. See Notes 10 and 11 to the condensed consolidated financial statements at Item 1 of Part I of this report, for a discussion of the Company’s stock repurchased under equity compensation plans.

(2)Does not include shares that may be purchased by the Company’s Employee Stock Ownership Plan and pursuant to various other equity incentive plans. See Note 11 to the condensed consolidated financial statements at Item 1 of Part I of this report, for a discussion of the Company’s stock repurchase plan.

Item 5 — Other Information

Director or Executive Officer Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

(c) During the three and six months ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in item 408 of Regulation S-K) for the purchase or sale of the Company's common stock.

Table of Contents

Item 6 – Exhibits

EXHIBIT INDEX


Exhibit No.						Exhibit

10.1*						Form of Restricted Stock Unit Agreement and Grant Notice for Non-Executives pursuant to TriCo’s 2024 Equity Incentive Plan

10.2*						Form of Restricted Stock Unit Agreement and Grant Notice for Executives pursuant to TriCo’s 2024 Equity Incentive Plan

10.3*						Form of Performance Award Agreement and Grant Notice for Non-Executives pursuant to TriCo’s 2024 Equity Incentive Plan

10.4*						Form of Performance Award Agreement and Grant Notice for Executives pursuant to TriCo’s 2024 Equity Incentive Plan

10.5*						Form of Restricted Stock Unit Agreement and Grant Notice for Non-employee Directors pursuant to TriCo's 2024 Equity Incentive Plan

31.1						Rule 13a-14(a)/15d-14(a) Certification of CEO

31.2						Rule 13a-14(a)/15d-14(a) Certification of CFO

32.1						Section 1350 Certification of CEO

32.2						Section 1350 Certification of CFO

101.INS						XBRL Instance Document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			TRICO BANCSHARES
			(Registrant)

Date: August 11, 2025			/s/ Peter G. Wiese
			Peter G. Wiese
			Executive Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial and chief accounting officer)

EX-10.1 2 a1012025nonexecrsuawardgra.htm EX-10.1 Document

Exhibit 10.1

TRICO BANCSHARES

RESTRICTED STOCK UNIT GRANT NOTICE

TriCo Bancshares, a California corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant” or “you”), a Restricted Stock Unit Award (the “Award”). The Award is comprised of restricted stock units (the “Units” or “RSUs”), each of which is a right to receive one (1) share of Common Stock, on the terms and conditions set forth herein and in the Restricted Stock Unit Award Agreement attached hereto (including Appendix A, the “Award Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Award Agreement.


Participant: [insert name]
Grant Date: March 28, 2025
Number of RSUs Subject to Award: [●]


Vesting Schedule:						The Award will vest in three (3) equal annual installments on each of the first three anniversaries of the Grant Date (such period, “Vesting Period”)* subject to the Participant’s continued employment or provision of services to the Company or any Affiliate thereof (“Continuous Service”) following the Grant Date through each applicable vesting date, or as otherwise provided herein. *For vesting dates that fall on weekends and holidays, this date will be the next business day following such date.
Vesting Date:						1/3 of the RSUs shall vest on the first anniversary of the of the Grant Date. 1/3 of the RSUs shall vest on the second anniversary of the of the Grant Date. 1/3 of the RSUs shall vest on the third anniversary of the of the Grant Date.

By signing below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Award Agreement and the Grant Notice. The Participant has reviewed and fully understands all provisions of the Plan, the Award Agreement (including Appendix A), and the Grant Notice in their entirety and has had an opportunity to obtain the advice of counsel prior to executing below. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, the Award Agreement, the Grant Notice or relating to the RSUs.

TRICO BANCSHARES

PARTICIPANT

By:

Name:

Richard P. Smith

Print Name:

Title:

President & CEO

Address:

63 Constitution Drive

Address:

Chico, CA 95973


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

of Common Stock issuable pursuant to the Award are available on the Human Resources section of the Company’s intranet or upon request to Human Resources.

TriCo Bancshares

2024 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (including Appendix A, the “Award Agreement”), TriCo Bancshares (the “Company”) has awarded you a Restricted Stock Unit Award under its 2024 Equity Incentive Plan, (the “Plan”) for the number of RSUs specified in the Grant Notice (collectively, the “Award”). Except where indicated otherwise, defined terms not explicitly defined in this Award Agreement but defined in the Plan or Grant Notice shall have the same definitions as in the Plan or Grant Notice. You hereby understand that the shares of Common Stock issued with respect to the Award are subject to the minimum holding requirements described in Section 29 of the Plan.

The details of your Award are as follows:

1.Number of Restricted Stock Units and Shares of Common Stock. The number of RSUs subject to your Award is set forth in the Grant Notice. Each RSU shall represent the right to receive one (1) share of Common Stock. The number of RSUs will increase by any dividend equivalents, as described in Section 3 below. The number of RSUs subject to your Award and the number of shares of Common Stock deliverable with respect to such RSUs may be adjusted from time to time for capitalization adjustments as described in Section 5 of the Plan.

2.Vesting.

(a) Normal Vesting. Except as otherwise provided by this Award Agreement, Units shall vest as provided in the Grant Notice. Units which have become vested are referred to herein as “Vested Units,” and all other Units are referred to herein as “Unvested Units.”

(b) Death/Disability. If you die or become Permanently Disabled (as defined below) while you are eligible to vest in RSUs under this Award, the RSUs will immediately vest and, if you die, will be distributed in shares of Common Stock (after applicable tax withholding, if any) to your designated beneficiary on file with the Company’s stock administration department or Human Resources, or if no beneficiary has been designated or survives you or if beneficiary designation is not recognized by local legislation, then to your estate (in the case of death) or to you (or your legal representatives) (in the case of Permanent Disability). Any shares of Common Stock will be distributed no later than the end of the calendar year immediately following the calendar year which contains your date of death or Permanent Disability; however, with respect to shares of Common Stock issued due to death, our administrative practice is to register such shares of Common Stock in the name of your beneficiary or estate within 60 days of the Company’s receipt of any required documentation.


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

(i)“Permanently Disabled” means your “permanent disability” as such term is defined in the long-term disability insurance provided by the Company, or if such insurance is not provided by Company, the term shall mean that you have been deemed by a medical care provider to indefinitely be unable to perform the essential functions of your position with the Company with or without reasonable accommodation, provided, in each case, that such event satisfies the requirements of you becoming “disabled” under Code Section 409 and you have satisfied the Release / Certification Requirements set forth below.

(ii) Release / Certification. You shall meet the Release / Certification requirements, if: (i) within 55 days following your termination of Continuous Service because you are Permanently Disabled, you (or your legal representatives) execute and deliver a general release of claims in favor of the Company, having such form and terms as the Company shall specify, and such release becomes irrevocable, and (ii) in all cases, you have complied with all other terms of the Award Agreement.

(c) Continued Vesting on Retirement / Full Career Eligibility. In the event and for so long as you meet the Retirement/Full Career Eligibility Requirements described in Appendix A hereto at the time of your termination of Continuous Service then, subject to the terms and conditions set forth in this Award Agreement (including, but not limited to, Section 12 - Right to Set Off and Section 20 - Clawback” in this Award Agreement and the sections entitled “Your Obligations” and “Additional Conditions Precedent” in Appendix A), you will be eligible to continue to vest (as you otherwise would vest had you remain employed by the Company and/or an Affiliate through the applicable Vesting Date) with respect to this Award following your termination of Continuous Service due to your qualifying Retirement/Full Career Eligibility.

4.(d) No Vesting on Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service for any reason prior to the Vesting Date, with or without Cause, other than as described in Sections 2(b) and 2(c), or as determined by the Company under Section 11 of the Plan, and to the extent any Units otherwise remain Unvested Units upon the Participant’s termination of Continuous Service, the Participant shall forfeit and the Company shall automatically reacquire all Unvested Units, and the Participant shall not be entitled to any payment with respect to the shares of Common Stock or other consideration therefor.

5.Dividends. If the Company pays dividends with respect to the Common Stock (the date of any such payment is a “Dividend Date”), then dividend equivalents shall then be credited to any then outstanding RSUs. The amount of such dividend equivalent credit will be equal to the dollar value of dividends paid on an actual shares of Common Stock on the Dividend Date, multiplied by the number of outstanding RSUs held by you pursuant to this Award as of the Dividend Date. This aggregate dollar amount will then be divided by the Fair Market Value on the Dividend Date of a share of Common Stock, and the resulting quotient shall be the number of additional RSUs (“Additional RSUs”) that will be credited to this Award. Such Additional RSUs will be subject to the Plan and the same vesting (on a pro-rata basis based on each vesting tranche of RSUs outstanding hereunder on the Dividend Date), forfeiture restrictions, restrictions on transferability, and settlement provisions as apply to the RSUs that are the subject of this Award and for avoidance of doubt Additional RSUs will also be eligible to accrue future dividend equivalents.

6.No Ownership Rights/Rights as a Shareholder/Other Restrictions. You shall have no rights as a shareholder with respect to any shares of Common Stock which may be


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

issued in settlement of this Award until the date of the issuance of such shares of Common Stock under the terms of this Award Agreement (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, dividend equivalents, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 1.

You also acknowledge that should there be a determination that the cancellation provisions of this award apply during the period when the vesting of any outstanding RSUs has been suspended, then you agree that such RSUs may be cancelled in whole or part. (See Section 12 – Right to Set Off and Section 20 - Clawback in this Award Agreement and the section entitled “Additional Conditions Precedent” in Appendix A, as well as Section 24 - Amendment permitting suspension of vesting.)

With respect to any applicable vesting date, the Company may impose for any reason, as of such vesting date for such period as it may specify in its sole discretion, such restrictions on the Common Stock to be issued to you as it may deem appropriate, including, but not limited to, restricting the sale, transfer, pledging, assignment, hedging or encumbrance of such shares of Common Stock. Such restrictions described in the last sentence shall not impact your right to vote or receive dividends with respect to the Common Stock. By accepting this Award, you acknowledge that during such specified period should there be a determination that the recovery provisions of this award apply, then you agree that you may be required to pay the Company up to an amount equal to the fair market value (determined as of the applicable vesting date) of the gross number of shares subject to such restrictions (notwithstanding the limitation set forth in the Section 12 - Right to Set Off). (See Section 20 - Clawback in this Award Agreement and the section “Additional Conditions Precedent” in Appendix A.)

7.Payment. Subject to Section 11 below, you will not be required to make any payment to the Company with respect to your receipt of the Award, vesting of the RSUs, or the delivery of the shares of Common Stock subject to the RSUs.

8.Delivery of Shares. Subject to Sections 7 and 11 below, the Company will issue you one share of Common Stock for each RSU which vests under this Award Agreement, on the applicable vesting date or as soon as practicable thereafter, but not later than thirty (30) days from the applicable vesting date (the actual date of such issuance during such period shall be solely determined by the Company). The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares of Common Stock) shall be determined by the Company. You hereby authorize the Company, in its sole discretion, to deposit for your benefit with a Company-designated brokerage firm or, at the Company’s discretion, any other broker with which you have an account relationship of which the Company has notice any or all shares of Common Stock acquired by you pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares of Common Stock as to which the Award is settled shall be registered in your name, or, if applicable, in the names of your heirs.

9.Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of U.S. federal or state law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares of Common Stock would constitute a violation of any applicable U.S. federal or state securities laws or other laws or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

counsel to be necessary to the lawful issuance of any shares of Common Stock subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares of Common Stock as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Further, regardless of whether the transfer or issuance of the shares of Common Stock to be issued pursuant to the Units has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the shares of Common Stock (including the placement of appropriate legends on stock certificates and the issuance of stop-transfer instructions to the Company’s transfer agent) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law.

10.Transfer Restrictions. Prior to the time that the shares of Common Stock subject to your Award have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of such shares of Common Stock or of the RSUs. For example, you may not use shares of Common Stock that may be issued in respect of your RSUs as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares of Common Stock. This restriction on transfer will lapse upon delivery to you of shares of Common Stock in respect of your vested RSUs. Your Award is not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of shares of Common Stock in respect of vested RSUs pursuant to this Award Agreement.

11.Award Not a Service Contract. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to continue such service. In addition, nothing in your Award shall obligate the Company or any Affiliate, their respective shareholders, boards of directors or employees to continue any relationship that you might have as an employee or service provider of the Company or any Affiliate.

12.Unsecured Obligation. Your Award is unfunded, and even as a holder of vested RSUs, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares of Common Stock pursuant to this Award Agreement. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

13.Withholding of Taxes. At the time the Grant Notice is executed, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the U.S. federal, state, and local taxes required by law to be withheld with respect to any taxable event arising as a result of your participation in the Plan (referred to herein as “Tax-Related Items”). The Company or any Affiliate, as appropriate, shall have the authority and the right to deduct or withhold, or require you to remit an amount sufficient to satisfy applicable Tax-Related Items or to take such other action as may be reasonably necessary to satisfy such Tax-Related Items. In this regard, you authorize the Company and any Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

(a)withholding from your wages or other cash compensation paid to you; or

(b)withholding from proceeds of the sale of shares of Common Stock acquired upon vesting and settlement of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(c)withholding in shares of Common Stock to be issued upon vesting and settlement of the RSUs; or

(d)direct payment from you.

The Company does not have any duty or obligation to minimize your liability for Tax-Related Items arising from the Award, and, will not be liable to you for any Tax-Related Items arising in connection with the Award. Finally, you shall pay any amount of Tax-Related Items that the Company or any Affiliate may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock that may be issued in connection with the settlement of the RSUs if you fail to comply with your Tax-Related Items obligations.

You represent, warrant and acknowledge that the Company has made no warranties or representations to you with respect to the income tax consequences of the transactions contemplated by this Award Agreement, and you are in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATION ARE SUBJECT TO CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

14.Right to Set Off. Although the Company expects to settle this award in share(s) of Common Stock as of the applicable vesting date, as set forth in your Award Agreement, the Company may, to the maximum extent permitted by applicable law (including Section 409A of the Code to the extent it is applicable to you), retain for itself funds or the shares of Common Stock resulting from any vesting or settlement of this Award to satisfy any obligation or debt that you owe to the Company and/or an Affiliate. Notwithstanding any bank account agreement with the Company and/or an Affiliate to the contrary, the Company will not recoup or recover any amount owed from any funds or unrestricted securities held in your name and maintained at the Company and/or Affiliate pursuant to such bank account agreement to satisfy any obligation or debt owed by you under this Award without your consent. This restriction on the Company does not apply to accounts described and authorized in Section 6 – Delivery of Shares described above.

15.Notices. Any notice required to be given or delivered to the Company under the terms of this Award Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address maintained for the Participant in the Company’s records or at the address of the local office of the Company or Affiliate at which the Participant works.


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

16.Miscellaneous.

(a) The rights and obligations of the Company with respect to your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c) All obligations of the Company under the Plan and this Award Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

(d) The Participant’s rights, if any, in respect of or in connection with the Units are derived solely from the discretionary decision of the Company to permit the Participant to participate in the Plan and to benefit from a discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Units or other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the Participant’s normal or expected compensation, and in no way represents any portion of the Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

17.Headings. The headings of the Sections and subsections in this Award Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Award Agreement or to affect the meaning of this Award Agreement.

16.Severability. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

17.Compliance with Code Section 409A.

(a)It is intended that the RSUs granted hereunder be exempt from or comply with the requirements of Code Section 409A, so that none of the RSUs, or the resulting shares of Common Stock or compensation, if any, shall be subject to the additional tax imposed by Section 409A. The vesting and settlement of such RSUs are intended to qualify for the “short-term deferral” exemption from Code Section 409A. The settlement of each installment of RSUs that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). As such, each eligible vested RSU shall be settled, per the terms of the Plan, the Grant Notice and this Award Agreement, within the short-term deferral period, as defined in


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

Code Section 409A, the applicable Treasury Regulations and related guidance issued thereunder. Notwithstanding any other provision of the Plan, this Award Agreement, or the Grant Notice:

(i)The Plan, this Award Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Code Section 409A and any Department of Treasury regulations and other applicable guidance issued thereunder (including any regulations or guidance that may be issued after the date hereof), and any ambiguities herein shall be interpreted to so comply.

(ii)The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the RSUs qualify for exemption from, comply with or otherwise avoid the imposition of any additional tax or income recognition under Code Section 409A; provided, however, that the Company makes no representations that the RSUs will be exempt from Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the RSUs.

(b)Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Award Agreement on account of your termination of Service which constitutes a “deferral of compensation” within the meaning of Code Section 409A shall be paid unless and until you have incurred a “separation from service” within the meaning of Code Section 409A. Furthermore, to the extent that you are a “Specified Employee” within the meaning of Code Section 409A as of the date of your separation from service, no amount that constitutes a deferral of compensation which is payable on account of your separation from service that would result in the imposition of additional tax under Code Section 409A if issued to you on or within the six (6) month period following your termination of an employment shall be paid to you before the date (the
“Delayed Payment Date”) which is the first day of the seventh month after the date of your separation from service or, if earlier, ten (10) days following the date of your death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

18.Restrictions on Contracts and Payments for Insured Depository Institutions in Troubled Status. The parties acknowledge and agree that the restrictions contained in the Federal Deposit Insurance Act, Section 18(k) [12 U.S.C. §1828(k)], relating to contracts for and payment of executive compensation and benefits by insured depository institutions in “troubled” condition could apply in the future. In the event that any such restrictions or any contractual arrangement with or required by a regulatory authority require the Company to seek or demand repayment or return of any payments made to you under this Award Agreement and the Plan for any reason, you agree to repay to the Company the aggregate amount of such payments no later than thirty (30) days following your receipt of a written notice from the Company indicating that payments received by you under this Award Agreement and the Plan are subject to recapture or clawback.


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

managing your participation in the Plan. You understand that the Data may be transferred to the Company or any Affiliate, or to any third parties assisting in the implementation, administration and management of the Plan, including any requisite transfer to a brokerage firm or other third party assisting with administration of the Award or with whom shares acquired upon settlement of this Award or cash from the sale of such shares may be deposited. Furthermore, Participant acknowledges and understands that the transfer of the Data to the Company or any Affiliate, or to any third parties is necessary for your participation in the Plan. You may at any time withdraw the consents herein, by contacting the Company’s stock administration department in writing. You further acknowledge that withdrawal of consent may affect your ability to realize benefits from the Award, and your ability to participate in the Plan.

20.Clawback. In consideration of the grant of this Award, you agree that this Award is subject to any clawback under Section 27 of the Plan and the Company’s Compensation Clawback Policy (or any successor policy, the “Policy”) adopted by the Board and in effect from time to time, as permitted by law. For the avoidance of doubt, nothing in these terms and conditions in any way limits the rights of the Company and/or an Affiliate under the Policy.

21.

22.Counterparts. The Grant Notice may be executed in counterparts, including execution by facsimile, pdf or other electronic transmission, which, when taken together, will be deemed to constitute one and the same instrument.

23.Administration. The Committee shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon you, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Award Agreement or the Units.

24.Governing Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of California, U.S.A. without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

24.24. Amendment. The Committee or its nominee reserves the right to amend this Award Agreement in any manner, at any time and for any reason; provided, however, that no such amendment shall materially adversely affect your rights under this Award Agreement without your consent except to the extent that the Committee or its delegate considers advisable to (i) comply with applicable laws or changes in or interpretation of applicable laws, regulatory requirements and accounting rules or standards and/or (ii) make a change in a scheduled vesting date or impose the restrictions described above under Section 4 - No Ownership Rights/Rights as Shareholder/Other Restrictions, in either case, to the extent permitted by Section 409A of the Code if it is applicable to you. This Award Agreement may not be amended except in writing signed by the Chief Executive Officer or Chair of the Committee of the Company.

25.Internal Revenue Code Section 280G. Notwithstanding any provision of this Award Agreement to the contrary, in the event of a change in control and the Award is


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accelerated, and it would be more likely than not that all or a portion of any benefit payment under this Award Agreement, alone or together with any other compensation or benefit payable to Participant, will be a non-deductible expense to the Company by reason of Code Section 280G, the Company shall reduce, but not less than zero, the benefits payable under this Award Agreement or the Plan as necessary to avoid the application of Section 280G.

25.26. Governing Plan Documents. The Grant Notice, this Award Agreement, and the RSUs evidenced hereby (i) are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan, the provisions of which are hereby made a part of your Award, and are further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan, and (ii) constitute the entire agreement between you and the Company on the subject matter hereof and supersede all proposals, written or oral, and all other communications between the parties related to the subject matter. In the event of any conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

Appendix A to Restricted Stock Agreement

Termination of Employment

Except as explicitly set forth under “Section 2 - Vesting” of the Award Agreement and this Appendix A, any Unvested Units outstanding under this Award will be cancelled effective on the termination of your Continuous Service for any reason.

Subject to these terms and conditions (including, but not limited to, Sections “12 – Right to Set Off” and “20 - Clawback” in the Award Agreement, and the Sections “Your Obligations” and “Additional Conditions Precedent” in this Appendix A), however, a portion of your Award will be eligible to continue vesting as if you were still employed by the Company or an Affiliate though the Vesting Date if the following circumstances apply to you:

Retirement/Full Career Eligibility

Your RSUs under this Award may be eligible for continued vesting upon your qualified retirement if the Chief Executive Officer (or, if you are the Chief Executive Officer, the Committee or its nominee) determines, in their sole discretion, that:

•you voluntarily terminated your Continuous Service with the Company and/or an Affiliate, and

•you had completed at least ten (10) years of Continuous Service with the Company and/or an Affiliate immediately preceding your termination date, and

•your age on your date of termination equaled or exceeded sixty-five (65) and

•you provided at least six (6) months advance written notice to the Company of your intention to voluntarily terminate your employment under this provision, during which notice period you provided such services as requested by the Company and/or an Affiliate in a cooperative and professional manner and you did not perform any services for any other employer, and

•continued vesting shall be appropriate, which determination shall be made prior to your termination and will be based on your performance and conduct (before and after providing notice), and

•you satisfied the Release/Confirmation Requirements set forth below.

After receipt of such advance written notice, the Company and/or an Affiliate may choose to have you continue to provide services during such six (6) month period as a condition to continued vesting or may, in its sole discretion, elect to shorten the length of the six (6) month period to a date no earlier than the date you would otherwise meet the age and service requirements.

Portion of Your Award Subject to Continued Vesting Following Retirement

If you meet the requirements of this Appendix A, the number of RSUs under this Award that will be eligible to continue vesting following the termination of your Continuous Service, if any, will be a percentage of the RSUs that would have vested if your Continuous Service had continued through the applicable vesting date (as determined in accordance with the Award Agreement) based on your years of Continuous Service preceding your termination of Continuous Service, as follows:


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•0% if you have less than 10 years of Continuous Service,

•20% if you have at least 10 but less than 11 years of Continuous Service,

•40% if you have at least 11 but less than 12 years of Continuous Service,

•60% if you have at least 12 but less than 13 years of Continuous Service,

•80% if you have at least 13 but less than 14 years of Continuous Service, or

•100% if you have 15 or more years of Continuous Service.

There is no pro rata credit for partial years of Continuous Service.

The portion of your Award that is subject to continued vesting upon your qualifying retirement is referred to as the “CV Award.” Any portion of your Award that does not continue to vest hereunder will, upon the date of your termination of Continuous Service, be immediately cancelled and forfeited as of such date without any payment or other consideration therefor.

So, for example if you had 100 Unvested Units and you had 11.5 years of Continuous Service immediately preceding your Termination of Continuous Service, and you complied with the terms of Appendix A, your CV Award would be comprised of 40 RSUs (40% of 100 RSUs) , subject to the terms set forth in this Appendix A. The remaining 60 RSUs would be immediately forfeited on the date your Continuous Service terminates.

Release/Confirmation

To qualify for continued vesting after your termination of Continuous Service as described in this Appendix A:

•you must timely execute and deliver a release of claims in favor of the Company and its Affiliates, having such form and terms as the Company shall specify within 55 days of the Termination of your Continuous Service,

•prior to the Termination of your Continuous Service, you must confirm with management that you meet the eligibility criteria (including providing at least nine (9) months advance written notification), advise that you are seeking to be treated as an individual eligible for “Retirement/Full Career Eligibility”, and receive written consent to such continued vesting, and

•in all cases, you must comply with all other terms of the Award Agreement. (See section captioned “Your Obligations”.)

Your Obligations

In consideration of the grant of this CV Award, you agree to comply with and be bound by the obligations set forth below next to the subsections captioned “--Confidentiality & Non-Solicitation”, “--False Statements”, “--Cooperation”, “--Compliance with Award Agreement” and “--Notice Period.”

•Confidentiality & Non-Solicitation


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from third parties under confidential conditions; (ii) intellectual property and trade secrets, technical, product, business, financial, or development information from the Company and/or an Affiliate, the use or disclosure of which reasonably might be construed to be contrary to the interest of the Company and/or an Affiliate; or (iii) other proprietary information or data, including, but not limited to, customer lists and information. In addition, following your termination of employment, you will not, without prior written authorization, access the Company and/or an Affiliate’s private and internal information through telephonic, intranet or internet means.

If you are required by law or requested to provide information to any private party, including the news media, related to your or anyone else’s employment with the Company and/or an Affiliate, you will, in advance of providing any response (to the extent lawfully permitted), and within five days of receiving any such legal demand or request, provide written notice to the Company and/or an Affiliate. Additionally, you agree to cooperate with the Company and/or an Affiliate in connection with the request for such information to the extent lawfully permitted.

•False Statements

You will not, either during your Continuous Service with the Company and/or an Affiliate or thereafter, make any untrue statements, such that they are made with knowledge of their falsity or with reckless disregard for their truth or falsity, about the Company and/or an Affiliate, its employees, officers, directors or shareholders as a group in verbal, written, electronic or any other form.

•Cooperation

You will cooperate with any Company and/or Affiliate investigation, inquiry, or litigation, and provide full and accurate information to the Company and/or an Affiliate and its counsel with respect to any matter that relates to issues or events about which you may have knowledge or information, subject to reimbursement for actual, appropriate and reasonable out-of-pocket expenses incurred by you.

•Compliance with Award Agreement

You will provide the Company and/or an Affiliate with any information reasonably requested to determine compliance with the Award Agreement, and you authorize the Company and/or an Affiliate to disclose the terms of the Award Agreement to any third party who might be affected thereby, including your prospective employer.

Additional Conditions Precedent

•Detrimental Conduct, Risk Related and Other Cancellation/Recapture

In addition to the cancellation provisions described under Sections 12 - Right to Set Off and 20 - Clawback in the Award Agreement, up to 100% of continued vesting of your RSUs under this CV Award is further subject to the condition that neither the Company nor an Affiliate in its sole discretion determines that:

oAny of the following detrimental and risk-related conduct has occurred:


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

you engaged in conduct detrimental to the Company and/or an Affiliate insofar as it causes material financial or reputational harm to the Company and/or an Affiliate or its business activities, or

this CV Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy, or

this CV Award was based on a material misrepresentation by you, or

you improperly or with gross negligence failed to identify, raise or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Company and/or an Affiliate or its business activities, or

your Continuous Service was terminated for Cause or, in the case of a determination after the termination of your Continuous Service, that your Continuous Service could have been terminated for Cause; or

oyou have failed to comply with any of the advance notice/cooperation requirements or employment restrictions applicable to your termination of Continuous Service, or

oyou have failed to sign and return the release described under the section captioned “Release/Confirmation” by the specified deadline, or

oyou have violated any of the provisions as set forth above in the section captioned “Your Obligations”.

•The term “Cause,” has the meaning set forth in the Plan, but for purposes of this Appendix A also includes your material violation of any written polices or procedures of the Company and your willful, continued and unreasonable failure to perform your duties or obligations under this Appendix A.

Up to 75% of your CV Award may be cancelled if the Chief Executive Officer of the Company determines in his or her sole discretion that cancellation of up to 75% of the CV Award is appropriate in light of either or both of the following factors:

oYour performance in relation to the priorities for your position have been unsatisfactory for a sustained period of time, or

oYour conduct is not consistent with the Company’s expectations as documented in the Code of Conduct or the applicable ethics and conduct sections of the Company’s and/or Affiliate’s Employee Handbook.

Any determination above with respect to these performance provisions is subject to ratification by the Committee. In the case of an award to the Chief Executive Officer, all such determinations shall be made by the Committee and ratified by the Board.

•Company Performance

If the Company’s pre-tax provision income is negative for any of the four calendar quarters immediately preceding the date of the termination of your Continuous Service, then (1) only 25% of such portion of your CV Award shall be eligible for vesting on the Vesting Date and (2) the remaining 75% of such portion of your CV award shall be automatically canceled and forfeited.


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

•Recovery

In addition, you may be required to pay the Company and/or an Affiliate up to an amount equal to the fair market value (determined as of the applicable Vesting Date) of the gross number of shares of Common Stock previously distributed under this CV Award as follows:

oPayment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Company and/or an Affiliate in its sole discretion determines that:

you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment, or

you violated any of the provisions as set forth above in the section captioned “Your Obligations”, or

you violated the restrictions and conditions set forth in this Appendix A following the termination of your employment.

Notice-of-recovery under this subsection is a written (including electronic) notice from the Company and/or an Affiliate to you either requiring payment under this subsection or stating that the Company is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Company makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Company’s and/or an Affiliate’s employment records. For the avoidance of doubt, a notice-of-recovery that the Company is evaluating requiring payment under this subsection shall preserve the Company’s rights to require payment as set forth above in all respects and the Company shall be under no obligation to complete its evaluation other than as the Company may determine in its sole discretion.

For purposes of this subsection, shares of Common Stock distributed under this CV Award include shares of Common Stock withheld for tax purposes. However, it is the Company’s intention that you only be required to pay the amounts under this subsection with respect to shares of Common Stock that are or may be received by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares of Common Stock representing irrevocable tax withholdings or tax payments previously made (whether by you or the Company and/or an Affiliate) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, the Company will not require you to pay any amount that the Company or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments.

Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty.

Nothing in the section in any way limits your obligations under Section 20 – Clawback in the Award Agreement.

•Right to an Injunction


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You acknowledge that a violation or attempted violation of any of the provisions set forth in “Your Obligations” set forth herein will cause immediate and irreparable damage to the Company and/or an Affiliate, and therefore agree that the Company and/or an Affiliate shall be entitled as a matter of right to an injunction, from any court of competent jurisdiction, restraining any violation or further violation of any of the provisions set forth in “Your Obligations”; such right to an injunction, however, shall be cumulative and in addition to whatever other remedies the Company and/or an Affiliate may have under law or equity.

•Suspension of Vesting

To the extent provided under Section 24 – Amendment in the Award Agreement, the Company reserves the right to suspend vesting of the CV Award and/or distribution of shares of Common Stock under the CV Award, including, without limitation, during any period that the Company is evaluating whether this CV Award is subject to cancellation and/or recovery and/or whether the conditions for distributions of shares of Common Stock under the CV Award are satisfied. The Company is not responsible for any price fluctuations during any period of suspension and, if applicable, suspended units will be reinstated consistent with Plan administration procedures. See Section 4 - No Ownership Rights/Rights as a Shareholder/Other Restrictions in the Award Agreement.

Limitation on Restrictions and Conditions

Nothing in this Appendix A precludes you from reporting to the Company and/or an Affiliate’s management or directors, the government, a regulator, a self-regulatory agency, your attorneys or a court, conduct you believe to be in violation of the law or concerns of any known or suspected Code of Conduct violation. It is also not intended to prevent you from responding truthfully to questions or requests from the government, a regulator or in a court of law. The Company hereby provides, and you hereby acknowledge, the following notifications in accordance with the Federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)(1)):

(i) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(ii) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.


2025 NonExec RSU Grant Notice/Agreement for 2024 Plan - Final

EX-10.2 3 a1022025execrsuawardgrantn.htm EX-10.2 Document

Exhibit 10.2

TRICO BANCSHARES

RESTRICTED STOCK UNIT GRANT NOTICE


Participant: [insert name]
Grant Date: March 28, 2025
Number of RSUs Subject to Award: [●]


Vesting Schedule:						The Award will vest in three (3) equal annual installments on each of the first three anniversaries of the Grant Date (such period, “Vesting Period”)* subject to the Participant’s continued employment or provision of services to the Company or any Affiliate thereof (“Continuous Service”) following the Grant Date through each applicable vesting date, or as otherwise provided herein. *For vesting dates that fall on weekends and holidays, this date will be the next business day following such date.
Vesting Date:						1/3 of the RSUs shall vest on the first anniversary of the of the Grant Date. 1/3 of the RSUs shall vest on the second anniversary of the of the Grant Date. 1/3 of the RSUs shall vest on the third anniversary of the of the Grant Date.

TRICO BANCSHARES

PARTICIPANT

By:

Name:

Richard P. Smith

Print Name:

Title:

President & CEO

Address:

63 Constitution Drive

Address:

Chico, CA 95973


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

of Common Stock issuable pursuant to the Award are available on the Human Resources section of the Company’s intranet or upon request to Human Resources.

TriCo Bancshares

2024 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (including Appendix A, the “Award Agreement”), TriCo Bancshares (the “Company”) has awarded you a Restricted Stock Unit Award under its 2024 Equity Incentive Plan, (the “Plan”) for the number of RSUs specified in the Grant Notice (collectively, the “Award”). Except where indicated otherwise, defined terms not explicitly defined in this Award Agreement but defined in the Plan or Grant Notice shall have the same definitions as in the Plan or Grant Notice. You agree that any shares of Common Stock issued with respect to the Award are subject to the minimum holding requirements described in Section 29 of the Plan.

The details of your Award are as follows:

2.Vesting.


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

6.No Ownership Rights/Rights as a Shareholder/Other Restrictions. You shall have no rights as a shareholder with respect to any shares of Common Stock which may be


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

(a)withholding from your wages or other cash compensation paid to you; or

(c)withholding in shares of Common Stock to be issued upon vesting and settlement of the RSUs; or

(d)direct payment from you.


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

16.Miscellaneous.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

17.Compliance with Code Section 409A.


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

Code Section 409A, the applicable Treasury Regulations and related guidance issued thereunder. Notwithstanding any other provision of the Plan, this Award Agreement, or the Grant Notice:


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

21.

25.Internal Revenue Code Section 280G. Notwithstanding any provision of this Award Agreement to the contrary, in the event of a change in control and the Award is


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

Appendix A to Restricted Stock Agreement

Termination of Employment

Retirement/Full Career Eligibility

•you voluntarily terminated your Continuous Service with the Company and/or an Affiliate, and

•you had completed at least six (6) years of Continuous Service with the Company and/or an Affiliate immediately preceding your termination date, and

•your age on your date of termination equaled or exceeded sixty-two (62) and

•you provided at least nine (9) months advance written notice to the Company of your intention to voluntarily terminate your employment under this provision, during which notice period you provided such services as requested by the Company and/or an Affiliate in a cooperative and professional manner and you did not perform any services for any other employer, and

•continued vesting shall be appropriate, which determination shall be made prior to your termination and will be based on your performance and conduct (before and after providing notice), and

•you satisfied the Release/Confirmation Requirements set forth below.

After receipt of such advance written notice, the Company and/or an Affiliate may choose to have you continue to provide services during such nine (9) month period as a condition to continued vesting or may, in its sole discretion, elect to shorten the length of the nine (9) month period to a date no earlier than the date you would otherwise meet the age and service requirements.

Portion of Your Award Subject to Continued Vesting Following Retirement


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

•0% if you have less than 6 years of Continuous Service,

•20% if you have at least 6 but less than 7 years of Continuous Service,

•40% if you have at least 7 but less than 8 years of Continuous Service,

•60% if you have at least 8 but less than 9 years of Continuous Service,

•80% if you have at least 9 but less than 10 years of Continuous Service, or

•100% if you have 10 or more years of Continuous Service.

There is no pro rata credit for partial years of Continuous Service.

So, for example if you had 100 Unvested Units and you had 7.5 years of Continuous Service immediately preceding your Termination of Continuous Service, and you complied with the terms of Appendix A, your CV Award would be comprised of 40 RSUs (40% of 100 RSUs) , subject to the terms set forth in this Appendix A. The remaining 60 RSUs would be immediately forfeited on the date your Continuous Service terminates.

Release/Confirmation

To qualify for continued vesting after your termination of Continuous Service as described in this Appendix A:

•in all cases, you must comply with all other terms of the Award Agreement. (See section captioned “Your Obligations”.)

Your Obligations

•Confidentiality & Non-Solicitation


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•False Statements

•Cooperation

•Compliance with Award Agreement

Additional Conditions Precedent

•Detrimental Conduct, Risk Related and Other Cancellation/Recapture

oAny of the following detrimental and risk-related conduct has occurred:


2025 Exec RSU Grant Notice/Agreement for 2024 Plan - Final

you engaged in conduct detrimental to the Company and/or an Affiliate insofar as it causes material financial or reputational harm to the Company and/or an Affiliate or its business activities, or

this CV Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy, or

this CV Award was based on a material misrepresentation by you, or

oyou have failed to comply with any of the advance notice/cooperation requirements or employment restrictions applicable to your termination of Continuous Service, or

oyou have failed to sign and return the release described under the section captioned “Release/Confirmation” by the specified deadline, or

oyou have violated any of the provisions as set forth above in the section captioned “Your Obligations”.

oYour performance in relation to the priorities for your position have been unsatisfactory for a sustained period of time, or

•Company Performance


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•Recovery

you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment, or

you violated any of the provisions as set forth above in the section captioned “Your Obligations”, or

you violated the restrictions and conditions set forth in this Appendix A following the termination of your employment.

Nothing in the section in any way limits your obligations under Section 20 – Clawback in the Award Agreement.

•Right to an Injunction


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•Suspension of Vesting

Limitation on Restrictions and Conditions


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EX-10.3 4 a1032025nonexecpsuawardgra.htm EX-10.3 Document

Exhibit 10.3

TRICO BANCSHARES

PERFORMANCE AWARD GRANT NOTICE

TriCo Bancshares, a California corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant” or “you”), a Performance Award (the “Award”). Such award shall be comprised of performance-based Restricted Stock Units (the “Units” or “PSUs”), each of which is a right to receive the value of one (1) share of Common Stock, on the terms and conditions set forth herein and in the Performance Award Agreement attached hereto (the “Award Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Award Agreement.


Participant:			[insert name]
Grant Date:			March 28, 2025
Target Number of Units:			____, subject to adjustment as provided by the Award Agreement.
Maximum Number of Units:			# which is 150% of the Target Number of Units, subject to adjustment as provided by the Award Agreement.
Performance Period:*			Three years beginning March 28, 2025 and ending March 28, 2028 subject to Sections 3, 7.1 and 7.2 of the Award Agreement. *For performance periods that fall on weekends and holidays, this date will be the next business/trading day following such date.
Performance Measure:			The difference, measured in percentage points, for the Performance Period between the Company Total Shareholder Return and the Benchmark Index Total Return, both determined in accordance with Section 2.2 of the Award Agreement (or as otherwise provided in the Award Agreement).
Benchmark Index:			The KBW Regional Banking Index (Ticker Symbol ^KRX)
Relative Return Factor:			A percentage (rounded to the nearest 1/10th of 1% and not greater than 150% or less than 0%) equal to the sum of 100% plus the product of 2 multiplied by the difference (whether positive or negative) equal to (i) the Company Total Shareholder Return minus (ii) the Benchmark Index Total Return, as illustrated by Appendix A.


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Vesting Date:			The “Vesting Date” is the date upon which the Committee officially determines the degree of achievement of the Performance Measure in accordance with Section 2.2 of the Award Agreement (or as otherwise provided in the Award Agreement). The Vesting Date shall occur within 45 days following the final date of the Performance Period, except as otherwise provided by the Award Agreement.
Vested Units:			Provided that there has been no termination of Participant’s continued employment or provision of services to the Company or any Affiliate thereof (“Continuous Service”) prior to the Vesting Date (except as otherwise provided by the Award Agreement), the number of Vested Units, if any (not to exceed the Maximum Number of Units), shall equal the product of (i) the Target Number of Units and (ii) the Relative Return Factor (rounded down to the nearest whole share), as illustrated by Appendix A.
Settlement Date:			For each Vested Unit, except as otherwise provided by the Award Agreement, a date occurring during the 28 day period following the Vesting Date, which date during such period shall be solely determined by the Company.

By signing below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Award Agreement (including Appendixes A and B) and the Grant Notice. The Participant has reviewed and fully understands all provisions of the Plan, the Award Agreement, and the Grant Notice in their entirety and has had an opportunity to obtain the advice of counsel prior to executing below. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, the Award Agreement, the Grant Notice or relating to the PSUs.

TRICO BANCSHARES

PARTICIPANT

By:

Name:

Richard P. Smith

Print Name:

Title:

President & CEO

Address:

63 Constitution Drive

Chico, CA 95973

Address:

ATTACHMENTS: Performance Award Agreement. A copy of the TriCo Bancshares 2024 Equity Incentive Plan, and the prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares of Common Stock issuable pursuant to the


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Award are available on the Human Resources section of the Company’s intranet or upon request to Human Resources.


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TRICO BANCSHARES

PERFORMANCE AWARD AGREEMENT

TriCo Bancshares (the “Company”) has granted to the Participant named in the Performance Award Grant Notice (the “Grant Notice”), to which this Performance Award Agreement (including Appendixes A and B, this “Award Agreement”) is attached, an Award consisting of performance-based Restricted Stock Units (the “Units” or “PSUs”) subject to the terms and conditions set forth in the Grant Notice and this Award Agreement. This Award has been granted pursuant to the TriCo Bancshares 2024 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. Participant agrees that any shares of Common Stock issued with respect to the Award are subject to the minimum holding requirements described in Section 29 of the Plan.

Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings assigned under the Plan.

1.The Award.

1.1The Company hereby awards to the Participant the Target Number of Units set forth in the Grant Notice, which, depending on the extent to which a performance goal is attained during the Performance Period, may result in the Participant earning as little as zero (0) Units or as many as the Maximum Number of Units. Units which have become vested are referred to herein as “Vested Units,” and all other Units are referred to herein as “Unvested Units.” Subject to the terms of this Award Agreement and the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on the Settlement Date one (1) share of Common Stock or, at the discretion of the Committee, the Fair Market Value thereof in cash. Unless and until a Unit has vested and becomes a Vested Unit as set forth in the Grant Notice, the Participant will have no right to settlement of such Units (including any rights with respect dividends payable with respect to the underlying shares of Common Stock). Prior to settlement of any earned and vested Units, such Units will represent an unfunded and unsecured obligation of the Company.

2.Performance Measurement.

2.1Level of Performance Measure Attained. As soon as practicable following completion of the Performance Period, but in any event no later than 45 days thereafter, the Committee shall certify in writing the level of attainment of the Performance Measure during the Performance Period, the resulting Relative Return Factor and the number of Units which have become Vested Units.

2.2

2.3Components of Performance Measure. The components of Performance Measure shall be determined for the Performance Period in accordance with the following:

2.4

(a)“Company Total Shareholder Return” means the percentage point increase or decrease in (i) the Average Per Share Closing Price for the 30 trading day period


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ending on the last day of the Performance Period over (ii) the Average Per Share Closing Price for the 30 trading day period ending on the first day of the Performance Period.

(b)“Average Per Share Closing Price” means the average of the daily closing prices per share of Common Stock as reported on the Nasdaq Stock Market (or such other market on which shares of Common Stock are traded) for all trading days falling within an applicable 30 trading day period described in (a) above. The Average Per Share Closing Price shall be adjusted in each case to reflect an assumed reinvestment, as of the of applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to shareholders during the 30 trading day period ending on the first day of the Performance Period and during the Performance Period.

(c)“Benchmark Index Total Return” means the percentage point increase or decrease in (i) the Average Closing Index Value for the 30 trading day period ending on the last day of the Performance Period over (ii) the Average Closing Index Value for the 30 trading day period ending on the first day of the Performance Period.

(d)“Average Closing Index Value” means the average of the daily closing index values of the Benchmark Index for all trading days falling within an applicable 30 trading day period described in (c) above.

3.Vesting.

3.1Normal Vesting. Except as otherwise provided by this Award Agreement, Units shall vest and become Vested Units as provided in the Grant Notice.

3.2Vesting Upon a Change in Control. In the event of a Change in Control, vesting shall be determined in accordance with Section 7.1.

3.3Vesting Upon Involuntary Termination Following a Change in Control. In the event that upon or within twelve (12) months following the consummation of a Change in Control, the Participant experiences a termination of Continuous Service due to Involuntary Termination, then vesting shall be determined in accordance with Section 7.2.

3.4Vesting Upon Death/Disability. If you die or become Permanently Disabled (as defined below) while you are eligible to vest in PSUs under this Award, the PSUs will immediately vest pro rata in a similar fashion as set forth in Section 7 and, if you die, will be distributed in shares of Common Stock (after applicable tax withholding, if any) to your designated beneficiary on file with the Company’s stock administration department or Human Resources, or if no beneficiary has been designated or survives you or if beneficiary designation is not recognized by local legislation, then to your estate (in the case of death) or to you (or your legal representatives) (in the case of Permanent Disability).

(a)“Permanently Disabled” means your “permanent disability” as such term is defined in the long-term disability insurance provided by the Company, or if such insurance is not provided by Company, the term shall mean that you have been deemed by a medical care provider to indefinitely be unable to perform the essential functions your position with the Company or without reasonable accommodation, such event satisfies the requirements of you becoming “disabled” under Code Section 409 and you have satisfied the Release/Certification Requirements set forth below.


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(b)Release/Certification. You shall meet the Release/Certification requirements, if: (i) within 55 days following your termination of Continuous Service because you are Permanently Disabled, you (or your legal representatives) execute and deliver a general release of claims in favor of the Company, having such form and terms as the Company shall specify, and such release becomes irrevocable, and (ii) in all cases, you have complied with all other terms of the Award Agreement.

3.5

3.6Continued Vesting on Retirement / Full Career Eligibility. In the event and for so long as you meet the Retirement/Full Career Eligibility Requirements described in Appendix B hereto at the time of your termination of Continuous Service then, subject to the terms and conditions set forth in this Award Agreement (including, but not limited to, “Section 4.5 – Right to Set Off” and Section 11.1 – Clawback” in this Award Agreement and the sections entitled “Your Obligations” and “Additional Conditions Precedent” in Appendix B to this Award Agreement) you will be eligible to continue to vest (as you otherwise would vest had you remain employed by the Company and/or an Affiliate through the Vesting Date) with respect to this Award following your termination of Continuous Service due to your qualifying Retirement/Full Career Eligibility.

3.7No Vesting on Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service for any reason prior to the Vesting Date, with or without Cause, other than as described in Sections 3.2, 3.3, 3.4, or 3.5, or as determined by the Company under Section 11 of the Plan, and to the extent any Units otherwise remain Unvested Units upon the Participant’s termination of Continuous Service, the Participant shall forfeit and the Company shall automatically reacquire all Unvested Units, and the Participant shall not be entitled to any payment with respect to the shares of Common Stock or other consideration therefor. Notwithstanding the foregoing, in the event of Participant’s termination of Continuous Service by reason of Participant’s death, Disability or Involuntary Termination upon a Change in Control, in each case, following the end of the Performance Period, but prior to the Vesting Date, Participant shall vest with respect to the actual number of PSUs determined based upon the satisfaction of the applicable Performance Measure for the Performance Period.

3.8

3.9Additional Definitions. The following terms shall have the meanings set forth below:

3.10

(a)“Cause” has the meaning assigned under the Plan, but shall also include a Participant’s material violation of the Company’s written policies or procedures.

(b)“Involuntary Termination” means that a Participant experiences a termination of Continuous Service by the Company without Cause or by the Participant’s resignation for “Good Reason”.

(c)

(d) The Participant’s Termination of Continuous Service for “Good Reason” means Participant experiences any of the following (without Participant’s consent):

(e)

(i)a material diminution in the Participant’s base compensation;

(ii)a material diminution in the Participant’s authority, duties, or responsibilities;

(iii)a material change (of at least 50 miles) in geographic location at which the Participant must perform the services; or


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(iv)any other action or inaction that constitutes a material breach of the terms of an applicable employment or consulting agreement (or similar agreement).

If Participant wishes to resign for Good Reason, (A) the Participant must provide the Company with a written notice describing the event which is giving rise to such right, which notice must be delivered to the Company no later than 60 days following the first occurrence of such event; (B) the Company must fail to cure such condition within 30 days of receipt of such notice and (C) Participant must resign within 30 days of the expiration of such cure period.

Except as otherwise set forth in this Section 3 or as determined by the Committee under the terms of Section 11 of the Plan, in the event of a Change in Control, no acceleration of vesting shall occur with respect to the Units granted in this Award.

4.Settlement of the Award.

4.1Issuance of Shares of Common Stock or Cash Equivalent. Subject to the provisions of Section 4.3 and Section 5 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Common Stock. Shares of Common Stock issued in settlement of Vested Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 4.3 or provided for in Section 29 of the Plan. At the discretion of the Committee, payment with respect to all or any portion of the Vested Units may be made in a lump sum cash payment in an amount equal to the Fair Market Value, determined as of the Settlement Date, of the shares of Common Stock or other securities or property otherwise issuable in settlement of such Vested Units.

4.2Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with a Company-designated brokerage firm or, at the Company’s discretion, any other broker with which the Participant has an account relationship of which the Company has notice any or all shares of Common Stock acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares of Common Stock as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the Participant’s heirs.

4.3Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of U.S. federal or state law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares of Common Stock would constitute a violation of any applicable U.S. federal or state securities laws or other laws or regulations or the requirements of any stock exchange or market system upon which the shares of Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares of Common Stock subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares of Common Stock as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Further, regardless of whether the


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transfer or issuance of the shares of Common Stock to be issued pursuant to the Units has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the shares of Common Stock (including the placement of appropriate legends on stock certificates and the issuance of stop-transfer instructions to the Company’s transfer agent) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law.

4.4Fractional Shares. The Company shall not be required to issue fractional shares of Common Stock upon the settlement of the Award, and any fractional shares of Common Stock shall be distributed in an equivalent cash amount.

4.5 Right to Set Off. Although the Company expects to settle this award in share(s) of Common Stock as of the applicable vesting date, as set forth in your Award Agreement, the Company may, to the maximum extent permitted by applicable law (including Section 409A of the Code to the extent it is applicable to you), retain for itself funds or the shares of Common Stock resulting from any vesting of this Award to satisfy any obligation or debt that you owe to the Company and/or an Affiliate. Notwithstanding any bank account agreement with the Company and/or an Affiliate to the contrary, the Company will not recoup or recover any amount owed from any funds or unrestricted securities held in your name and maintained at the Company and/or Affiliate pursuant to such bank account agreement to satisfy any obligation or debt owed by you under this Award without your consent.

5.Tax Withholding and Advice.

5.1In General. Subject to Section 5.2, at the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the U.S. federal, state, and local taxes required by law to be withheld with respect to any taxable event arising as a result of the Participant’s participation in the Plan (referred to herein as “Tax-Related Items”).

5.2Withholding of Taxes. The Company or any Affiliate, as appropriate, shall have the authority and the right to deduct or withhold, or require the Participant to remit an amount sufficient to satisfy applicable Tax-Related Items or to take such other action as may be reasonably necessary to satisfy such Tax-Related Items. In this regard, the Participant authorizes the Company and any Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a)withholding from the Participant’s wages or other cash compensation paid to the Participant; or

(b)withholding from proceeds of the sale of shares of Common Stock acquired upon vesting and settlement of the PSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

(c)withholding in shares of Common Stock to be issued upon vesting and settlement of the PSUs; or


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(d)direct payment from the Participant.

The Company does not have any duty or obligation to minimize the Participant’s liability for Tax-Related Items arising from the Award, and, will not be liable to the Participant for any Tax-Related Items arising in connection with the Award. Finally, the Participant shall pay any amount of Tax-Related Items that the Company or any Affiliate may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock that may be issued in connection with the settlement of the PSUs if the Participant fails to comply with his or her Tax-Related Items obligations.

5.3Tax Advice. The Participant represents, warrants and acknowledges that the Company has made no warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Award Agreement, and the Participant is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences. THE PARTICIPANT UNDERSTANDS THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

6.Authorization to Release Necessary Personal Information.

6.1

6.2The Participant hereby authorizes and directs the Participant’s service recipient to collect, use and transfer in electronic or other form, any personal information (the “Data”), the nature and amount of the Participant’s compensation and the fact and conditions of the Participant’s participation in the Plan (including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security number, salary, job title, number of shares of Common Stock held and the details of all Units or any other entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Data may be transferred to the Company or any Affiliate, or to any third parties assisting in the implementation, administration and management of the Plan, including any requisite transfer to a brokerage firm or other third party assisting with administration of the Award or with whom shares of Common Stock acquired upon settlement of this Award or cash from the sale of such shares of Common Stock may be deposited. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or any Affiliate, or to any third parties is necessary for Participant’s participation in the Plan. The Participant may at any time withdraw the consents herein, by contacting the Company’s stock administration department in writing. The Participant further acknowledges that withdrawal of consent may affect the Participant’s ability to realize benefits from the Award, and the Participant’s ability to participate in the Plan.

8.Change in Control.

8.1


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8.2In the event of a Change in Control, this Section 7 shall determine the treatment of the Units which have not otherwise become Vested Units.

8.3

8.1Effect of Change in Control on Award. In the event of a Change in Control which occurs more than 12 months following the Grant Date, the Performance Period shall end on the day immediately preceding the Change in Control (the “Adjusted Performance Period”). The number and vesting of Units shall be determined for the Adjusted Performance Period in accordance with the following:

(a)Vested Units. In the Committee’s determination of the number of Vested Units for the Adjusted Performance Period, the following modifications shall be made to the components of the Relative Return Factor:

(i)The Company Total Shareholder Return shall be determined as provided by Section 2.2, except that the Average Per Share Closing Price for the thirty (30) trading day period ending on the last day of the Adjusted Performance Period shall be replaced with the price per share of Common Stock to be paid to the holder thereof in accordance with the definitive agreement governing the transaction constituting the Change in Control (or, in the absence of such agreement, the closing price per share of Common Stock as reported on the Nasdaq Stock Market for the last trading day of the Adjusted Performance Period), adjusted to reflect an assumed reinvestment, as of the applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to shareholders during the Adjusted Performance Period, as illustrated in Section 2.2.

(ii)The Benchmark Index Total Return shall be determined as provided by Section 2.2, except that for the purposes of clause (a) thereof, the Average Closing Index Value shall be determined for the 30 trading day period ending on the last day of the Adjusted Performance Period.

(b)Vested Units. As of the last day of the Adjusted Performance Period and provided that the Participant has not experienced a termination of Continuous Service prior to such date, a portion of the Units determined in accordance with Section 7.1(a) shall become Vested Units (the “Accelerated Units”), with such portion determined by multiplying the total number of such Units by a fraction, the numerator of which equals the number of days contained in the Adjusted Performance Period and the denominator of which equals the number of days contained in the original Performance Period determined without regard to this Section. The Accelerated Units shall be settled in accordance Section 4 immediately prior to the consummation of the Change in Control.

8.2Involuntary Termination Upon or Following Change in Control. If Section 7.1 does not apply, in the event that upon or within twelve (12) months following the consummation of the Change in Control (but no earlier than the twelve month anniversary of the Grant Date), the Participant experiences an Involuntary Termination, the Units determined in accordance with Section 7.1(a) (as if Section 7.1 applied) shall be deemed Vested Units effective as of the date of the Participant’s Involuntary Termination and shall be settled in accordance with Section 4, treating the date of the Participant’s termination of Continuous Service as the Vesting Date, provided that payment for each Vested Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock).


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8.3Internal Revenue Code Section 280G. Notwithstanding any provision of this Award Agreement to the contrary, in the event that it would be more likely than not that all or a portion of any benefit payment under this Award Agreement, alone or together with any other compensation or benefit payable to Participant, will be a non-deductible expense to the Company by reason of Code Section 280G, the Company shall reduce, but not less than zero, the benefits payable under this Award Agreement or the Plan as necessary to avoid the application of Section 280G.

9.Adjustments for Changes in Capital Structure.

The number of Units awarded pursuant to this Award Agreement is subject to adjustment as provided in Section 5 of the Plan and otherwise is subject to Section 11 of the Plan, to the extent such section does not contradict Section 7 of this Award Agreement. Upon the occurrence of an event described in Plan Section 5, any and all new, substituted or additional securities or other property to which a holder of a share of Common Stock issuable in settlement of the Award would be entitled shall be immediately subject to the Award Agreement and included within the meaning of the terms “shares of Common Stock” for all purposes of the Award. The Participant shall be notified of such adjustments and such adjustments shall be binding upon the Company and the Participant.

10.No Entitlement or Claims for Compensation.

10.1The Participant’s rights, if any, in respect of or in connection with the Units are derived solely from the discretionary decision of the Company to permit the Participant to participate in the Plan and to benefit from a discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Units or other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the Participant’s normal or expected compensation, and in no way represents any portion of the Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

10.2Neither the Plan nor the Units shall be deemed to give the Participant a right to remain an employee, director or consultant of the Company or any Affiliate. The Company reserves the right to terminate the employment or service of the Participant at any time, with or without cause, and for any reason, subject to applicable laws, the Company’s Articles of Incorporation and Bylaws and the Participant’s written employment or consulting agreement (or similar agreement) (if any), and the Participant shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan, this Award, Units or any other outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.

11.Rights as a Shareholder.

The Participant shall have no rights as a shareholder with respect to any shares of Common Stock which may be issued in settlement of this Award until the date of the issuance of such share of Common Stock under this Award Agreement (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No


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adjustment shall be made for dividends, dividend equivalents, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 8.

12.Miscellaneous Provisions.

12.1Clawback. In consideration of the grant of this Award, you agree that this Award is subject to any clawback under Section 27 of the Plan and the Company’s Compensation Clawback Policy (or any successor policy, the “Policy”) adopted by the Board and in effect from time to time, as permitted by law. For the avoidance of doubt, nothing in these terms and conditions in any way limits the rights of the Company and/or an Affiliate under the Policy.

12.2Amendment. The Committee may amend this Award Agreement at any time; provided, however, that no such amendment may adversely affect the Participant’s rights under this Award Agreement without the consent of the Participant, except to the extent such amendment is necessary to comply with applicable law, including, but not limited to, Code Section 409A. No amendment or addition to this Award Agreement shall be effective unless in writing and signed by the parties to this Award Agreement.

12.3Nontransferability of the Award. Prior to the issuance of shares of Common Stock on the applicable Settlement Date, no right or interest of the Participant in the Award nor any shares of Common Stock issuable on settlement of the Award shall be in any manner pledged, encumbered, or hypothecated to or in favor of any party other than the Company or shall become subject to any lien, obligation, or liability of such Participant to any other party other than the Company. Except as otherwise provided by the Committee, no Award shall be assigned, transferred or otherwise disposed of other than by will or the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

12.4Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Award Agreement.

12.5Binding Effect. This Award Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

12.6Notices. Any notice required to be given or delivered to the Company under the terms of this Award Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address maintained for the Participant in the Company’s records or at the address of the local office of the Company or Affiliate at which the Participant works.

12.7Construction of Award Agreement. The Grant Notice, this Award Agreement, and the Units evidenced hereby (i) are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan, the provisions of which are hereby made a part of Participant’s Award, and are further subject to all interpretations, amendments,


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rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan, and (ii) constitute the entire agreement between the Participant and the Company on the subject matter hereof and supersede all proposals, written or oral, and all other communications between the parties related to the subject matter. In the event of any conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control. The headings of the Sections in this Award Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Award Agreement or to affect the meaning of this Award Agreement.

12.8Governing Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of California, U.S.A. without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

12.9Section 409A.

(a)Compliance with Code Section 409A. It is intended that the Performance Share Units granted hereunder be exempt from or comply with the requirements of Code Section 409A, so that none of the Units, or the resulting shares of Common Stock or compensation, if any, shall be subject to the additional tax imposed by Section 409A. The vesting and settlement of such Units are intended to qualify for the “short-term deferral” exemption from Code Section 409A. Each installment of Units that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). As such, each eligible Vested Unit shall be settled, per the terms of the Plan, the Grant Notice and this Award Agreement, within the short-term deferral period, as defined in Code Section 409A, the applicable Treasury Regulations and related guidance issued thereunder. Notwithstanding any other provision of the Plan, this Award Agreement, the Grant Notice or the Plan:

(ii) The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Units qualify for exemption from, comply with or otherwise avoid the imposition of any additional tax or income recognition under Code Section 409A; provided, however, that the Company makes no representations that the Units will be exempt from Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Units.

(b)Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Award Agreement on account of the Participant’s termination of Continuous Service which constitutes a “deferral of compensation” within the meaning of Code Section 409A shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of Code Section 409A. Furthermore, to the extent that the Participant is a “Specified Employee” within the meaning of Code Section 409A as of the date of the Participant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service that would result in the imposition of additional tax under Code Section 409A if issued to Participant on or within the six (6) month period following Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is the first day of the seventh month after


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the date of the Participant’s separation from service or, if earlier, ten (10) days following the date of the Participant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

12.10Restrictions on Contracts and Payments for Insured Depository Institutions in Troubled Status. The parties acknowledge and agree that while the restrictions contained in the Federal Deposit Insurance Act, Section 18(k) [12 U.S.C. §1828(k)], relating to contracts for and payment of executive compensation and benefits by insured depository institutions in “troubled” condition, do not currently apply to the Company or the Participant, such provisions could apply in the future. In the event that any such restrictions or any contractual arrangement with or required by a regulatory authority require the Company to seek or demand repayment or return of any payments made to the Participant under this Award Agreement and the Plan for any reason, the Participant agrees to repay to the Company the aggregate amount of such payments no later than thirty (30) days following the Participant’s receipt of a written notice from the Company indicating that payments received by the Participant under this Award Agreement and the Plan are subject to recapture or clawback.

12.11

12.12Administration. The Committee shall have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Award Agreement or the Units.

12.13Counterparts. The Grant Notice may be executed in counterparts, including execution by facsimile, pdf or other electronic transmission, which, when taken together, will be deemed to constitute one and the same instrument.

12.14Severability. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


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APPENDIX A

ILLUSTRATION OF RELATIVE RETURN FACTOR AND RESULTING NUMBER OF VESTED UNITS


Percentage Point Difference of Company TSR Over/Under Benchmark Index Total Return	Relative Return Factor	Vested Units (Per 1,000 Target Units)
25 and Over	150%	1,500
20	140%	1,400
15	130%	1,300
10	120%	1,200
9	118%	1,180
8	116%	1,160
7	114%	1,140
6	112%	1,120
5	110%	1,010
4	108%	1,080
3	106%	1,060
2	104%	1,040
1	102%	1,020
0	100%	1,000
-1	98%	980
-2	96%	960
-3	94%	940
-4	92%	920
-5	90%	900
-6	88%	880
-7	86%	860
-8	84%	840
-9	82%	820
-10	80%	800
-15	70%	700
-20	60%	600
-25	50%	500
-25 and less	0%	0


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APPENDIX A (CONTINUED)

ILLUSTRATIONS OF CALCULATION OF VESTED UNITS

PER 1,000 TARGET UNITS

Company Total Shareholder Return Exceeds Benchmark Index Total Return



Assumptions:
Target Number of Units		1,000
TCBK:
Average Per Share Closing Price (beginning)		$25.00
Average Per Share Closing Price (ending)		$30.00

KBW Regional Banking Index:
Average Closing Index Value (beginning)		$80.00
Average Closing Index Value (ending)		$90.00

Computations:

Company Total Shareholder Return	((30.00 / 25.00) - 1) x 100	20.0%

Benchmark Index Total Return	((90.00 / 80.00) - 1) x 100	12.5%

Relative Return Factor	100 + (2.0 x (20.0 – 12.5))	115.0%

Vested Units	1,000 x 115.0%	1,150


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APPENDIX A (CONTINUED)

ILLUSTRATIONS OF CALCULATION OF VESTED UNITS

PER 1,000 TARGET UNITS

Company Total Shareholder Return Is Less Than Benchmark Index Total Return



Assumptions:
Target Number of Units		1,000
TCBK:
Average Per Share Closing Price (beginning)		$25.00
Average Per Share Closing Price (ending)		$30.00

KBW Regional Banking Index:
Average Closing Index Value (beginning)		$80.00
Average Closing Index Value (ending)		$100.00

Computations:

Company Total Shareholder Return	((30.00 / 25.00) - 1) x 100	20.0%

Benchmark Index Total Return	((100.00 / 80.00) - 1) x 100	25.0%

Relative Return Factor	100 + (2.0 x (20.0 – 25.0))	90.0%

Vested Units	1,000 x 90.0%	900


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Appendix B to Performance Award Agreement

Termination of Employment

Except as explicitly set forth under “Section 3 - Vesting” of the Award Agreement and this Appendix B, any Unvested Units outstanding under this Award will be cancelled effective on the termination of your Continuous Service for any reason.

Subject to these terms and conditions (including, but not limited to, “Sections 4.5 – Right to Set Off” and “Section 11.1 - Clawback” in the Award Agreement, and the Sections “Your Obligations” and “Additional Conditions Precedent” in this Appendix B), however, a portion of your PSUs will be eligible to continue vesting as if you were still employed by the Company or an Affiliate through the Vesting Date if the following circumstances apply to you:

Retirement/Full Career Eligibility

Your PSUs under this Award may be eligible for continued vesting upon your qualified retirement if the Chief Executive Officer (or, if you are the Company’s Chief Executive Officer, the Committee or its nominee) determines, in their sole discretion, that:

•you voluntarily terminated your Continuous Service with the Company and/or an Affiliate, and

•you had completed at least ten (10) years of Continuous Service with the Company and/or an Affiliate immediately preceding your termination date, and

•your age on your date of termination equaled or exceeded sixty-five (65) and

•continued vesting shall be appropriate, which determination shall be made prior to your termination and will be based on your performance and conduct (before and after providing notice), and

•you satisfied the Release/Confirmation Requirements set forth below.

Portion of Your PSUs Subject to Continued Vesting Following Retirement

If you meet the requirements of this Appendix B, the number of PSUs under this Award that will be eligible to continue vesting following the termination of your Continuous Service, if any, will be a percentage of the PSUs that would have vested if your Continuous Service had continued through the Vesting Date (as determined in accordance with the Award Agreement and


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Appendix A) based on your years of Continuous Service preceding your termination of Continuous Service, as follows:

•0% if you have less than 10 years of Continuous Service,

•20% if you have at least 10 but less than 11 years of Continuous Service,

•40% if you have at least 11 but less than 12 years of Continuous Service,

•60% if you have at least 12 but less than 13 years of Continuous Service,

•80% if you have at least 14 but less than 15 years of Continuous Service, or

•100% if you have 15 or more years of Continuous Service.

There is no pro rata credit for partial years of Continuous Service.

The portion of your Award that is subject to continued vesting upon your qualifying retirement is referred to as the “CV Award.” Any portion of your Award that does not continue to vest hereunder will, upon the date of your Termination of Continuous Service, be immediately cancelled and forfeited as of such date without any payment or other consideration therefor.

So, for example, if you have 11.5 years of Continuous Service immediately preceding your termination of Continuous Service and the Committee determines that, based on the degree of achievement of the Performance Measures and the terms of Appendix A, the number of vested PSUs under your Award would be 110 PSUs, then you would be entitled to 44 PSUs (i.e., 40% of 110 PSUs), subject to potential adjustment described in this Appendix B.

Release/Confirmation

To qualify for continued vesting after your termination of Continuous Service as described in this Appendix B:

•you must timely execute and deliver a release of claims in favor of the Company and its Affiliates, having such form and terms as the Company shall specify within 55 days of the termination of your Continuous Service,

•prior to the termination of your Continuous Service, you must confirm with management that you meet the eligibility criteria (including providing at least nine (9) months advance written notification), advise that you are seeking to be treated as an individual eligible for “Retirement/Full Career Eligibility”, and receive written consent to such continued vesting, and

•in all cases, you must comply with all other terms of the Award Agreement. (See section captioned “Your Obligations”.)

Your Obligations

•Confidentiality & Non-Solicitation


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You will not, either during your Continuous Service with the Company and/or an Affiliate or thereafter, directly or indirectly use or disclose to anyone any Confidential Information (as defined herein) related to the Company and/or an Affiliate’s business or its customers except as explicitly permitted by the TriCo Bancshares Code of Ethics and Business Conduct Policy (as amended or replaced from time to time, the “Code of Conduct”) and applicable policies or law or legal process. “Confidential Information” includes but is not limited to: (i) information received by the Company and/or an Affiliate from third parties under confidential conditions; (ii) intellectual property and trade secrets, technical, product, business, financial, or development information from the Company and/or an Affiliate, the use or disclosure of which reasonably might be construed to be contrary to the interest of the Company and/or an Affiliate; or (iii) other proprietary information or data, including, but not limited to, customer lists and information. In addition, following your termination of employment, you will not, without prior written authorization, access the Company and/or an Affiliate’s private and internal information through telephonic, intranet or internet means.

•False Statements

•Cooperation

•Compliance with Award Agreement


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Additional Conditions Precedent

•Detrimental Conduct, Risk Related and Other Cancellation/Recapture

In addition to the cancellation provisions described under Sections “4.5 - Right to Set Off” and “11.1 - Clawback” in the Award Agreement, up to 100% of continued vesting of your PSUs under this CV Award is further subject to the condition that neither the Company nor an Affiliate in its sole discretion determines that:

oAny of the following detrimental and risk-related conduct has occurred:

you engaged in conduct detrimental to the Company and/or an Affiliate insofar as it causes material financial or reputational harm to the Company and/or an Affiliate or its business activities, or

this CV Award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy, or

this CV Award was based on a material misrepresentation by you, or

oyou have failed to comply with any of the advance notice/cooperation requirements or employment restrictions applicable to your termination of Continuous Service, or

oyou have failed to sign and return the release described under the section captioned “Release/Confirmation” by the specified deadline, or

oyou have violated any of the provisions as set forth above in the section captioned “Your Obligations”.

The term “Cause,” has the meaning set forth in the Plan, but for purposes of this Appendix B also includes your willful, continued and unreasonable failure to perform your duties or obligations under this Appendix B.

•Performance Assessment

oYour performance in relation to the priorities for your position have been unsatisfactory for a sustained period of time, or


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•Company Performance

•Recovery

In addition, you may be required to pay the Company and/or an Affiliate up to an amount equal to the fair market value (determined as of the Vesting Date) of the gross number of shares of Common Stock previously distributed under this CV Award as follows:

you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment, or

you violated any of the provisions as set forth above in the section captioned “Your Obligations”, or

you violated the restrictions and conditions set forth in this Appendix B following the termination of your employment.


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will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, the Company will not require you to pay any amount that the Company or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments.

Nothing in the section in any way limits your obligations under “Section 11.1 - Clawback” in the Award Agreement.

•Right to an Injunction

•Suspension of Vesting

To the extent provided under “Section 11.2 – Amendment” in the Award Agreement, the Company reserves the right to suspend vesting of the CV Award and/or distribution of shares of Common Stock under the CV Award, including, without limitation, during any period that the Company is evaluating whether the CV Award is subject to cancellation and/or recovery and/or whether the conditions for distributions of shares of Common Stock under the CV Award are satisfied. The Company is not responsible for any price fluctuations during any period of suspension and, if applicable, suspended units will be reinstated consistent with Plan administration procedures. See “Section 10 - Rights as a Shareholder” in the Award Agreement.

Limitation on Restrictions and Conditions

Nothing in this Appendix B precludes you from reporting to the Company and/or an Affiliate’s management or directors, the government, a regulator, a self-regulatory agency, your attorneys or a court, conduct you believe to be in violation of the law or concerns of any known or suspected Code of Conduct violation. It is also not intended to prevent you from responding truthfully to questions or requests from the government, a regulator or in a court of law. The Company hereby provides, and you hereby acknowledge, the following notifications in accordance with the Federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)(1)):


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EX-10.4 5 a1042025execpsuawardgrantn.htm EX-10.4 Document

Exhibit 10.4

TRICO BANCSHARES

PERFORMANCE AWARD GRANT NOTICE

TriCo Bancshares, a California corporation (the “Company”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (the “Participant” or “you”), a Performance Award (the “Award”). Such award shall be comprised of performance-based Restricted Stock Units (the “Units” or “PSUs”), each of which is a right to receive the value of one (1) share of Common Stock, on the terms and conditions set forth herein and in the Performance Award Agreement attached hereto (the “Award Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Award Agreement.


Participant:			[insert name]
Grant Date:			March 28, 2025
Target Number of Units:			____, subject to adjustment as provided by the Award Agreement.
Maximum Number of Units:			# which is 150% of the Target Number of Units, subject to adjustment as provided by the Award Agreement.
Performance Period:*			Three years beginning March 28, 2025 and ending March 28, 2028 subject to Sections 3, 7.1 and 7.2 of the Award Agreement. *For performance periods that fall on weekends and holidays, this date will be the next business/trading day following such date.
Performance Measure:			The difference, measured in percentage points, for the Performance Period between the Company Total Shareholder Return and the Benchmark Index Total Return, both determined in accordance with Section 2.2 of the Award Agreement (or as otherwise provided in the Award Agreement).
Benchmark Index:			The KBW Regional Banking Index (Ticker Symbol ^KRX)
Relative Return Factor:			A percentage (rounded to the nearest 1/10th of 1% and not greater than 150% or less than 0%) equal to the sum of 100% plus the product of 2 multiplied by the difference (whether positive or negative) equal to (i) the Company Total Shareholder Return minus (ii) the Benchmark Index Total Return, as illustrated by Appendix A.


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Vesting Date:			The “Vesting Date” is the date upon which the Committee officially determines the degree of achievement of the Performance Measure in accordance with Section 2.2 of the Award Agreement (or as otherwise provided in the Award Agreement). The Vesting Date shall occur within 45 days following the final date of the Performance Period, except as otherwise provided by the Award Agreement.
Vested Units:			Provided that there has been no termination of Participant’s continued employment or provision of services to the Company or any Affiliate thereof (“Continuous Service”) prior to the Vesting Date (except as otherwise provided by the Award Agreement), the number of Vested Units, if any (not to exceed the Maximum Number of Units), shall equal the product of (i) the Target Number of Units and (ii) the Relative Return Factor (rounded down to the nearest whole share), as illustrated by Appendix A.
Settlement Date:			For each Vested Unit, except as otherwise provided by the Award Agreement, a date occurring during the 28 day period following the Vesting Date, which date during such period shall be solely determined by the Company.

By signing below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Plan, the Award Agreement (including Appendixes A and B) and the Grant Notice. The Participant has reviewed and fully understands all provisions of the Plan, the Award Agreement, and the Grant Notice in their entirety and has had an opportunity to obtain the advice of counsel prior to executing below. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, the Award Agreement, the Grant Notice or relating to the PSUs.

TRICO BANCSHARES

PARTICIPANT

By:

Name:

Richard P. Smith

Print Name:

Title:

President & CEO

Address:

63 Constitution Drive

Chico, CA 95973

Address:


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Award are available on the Human Resources section of the Company’s intranet or upon request to Human Resources.


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TRICO BANCSHARES

PERFORMANCE AWARD AGREEMENT

Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings assigned under the Plan.

1.The Award.

2.Performance Measurement.

2.2

2.3Components of Performance Measure. The components of Performance Measure shall be determined for the Performance Period in accordance with the following:

2.4

(a)“Company Total Shareholder Return” means the percentage point increase or decrease in (i) the Average Per Share Closing Price for the 30 trading day period


2025 Exec PSU Grant Notice/Agreement for 2024 Plan - Final			-1-

ending on the last day of the Performance Period over (ii) the Average Per Share Closing Price for the 30 trading day period ending on the first day of the Performance Period.

3.Vesting.

3.1Normal Vesting. Except as otherwise provided by this Award Agreement, Units shall vest and become Vested Units as provided in the Grant Notice.

3.2Vesting Upon a Change in Control. In the event of a Change in Control, vesting shall be determined in accordance with Section 7.1.


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3.5

3.8

3.9Additional Definitions. The following terms shall have the meanings set forth below:

3.10

(a)“Cause” has the meaning assigned under the Plan, but shall also include a Participant’s material violation of the Company’s written policies or procedures.

(b)“Involuntary Termination” means that a Participant experiences a termination of Continuous Service by the Company without Cause or by the Participant’s resignation for “Good Reason”.

(c)

(d) The Participant’s Termination of Continuous Service for “Good Reason” means Participant experiences any of the following (without Participant’s consent):

(e)

(i)a material diminution in the Participant’s base compensation;

(ii)a material diminution in the Participant’s authority, duties, or responsibilities;

(iii)a material change (of at least 50 miles) in geographic location at which the Participant must perform the services; or


2025 Exec PSU Grant Notice/Agreement for 2024 Plan - Final			-3-

(iv)any other action or inaction that constitutes a material breach of the terms of an applicable employment or consulting agreement (or similar agreement).

4.Settlement of the Award.


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5.Tax Withholding and Advice.

(a)withholding from the Participant’s wages or other cash compensation paid to the Participant; or

(c)withholding in shares of Common Stock to be issued upon vesting and settlement of the PSUs; or


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(d)direct payment from the Participant.

6.Authorization to Release Necessary Personal Information.

6.1

8.Change in Control.

8.1


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8.2In the event of a Change in Control, this Section 7 shall determine the treatment of the Units which have not otherwise become Vested Units.

8.3


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9.Adjustments for Changes in Capital Structure.

10.No Entitlement or Claims for Compensation.

11.Rights as a Shareholder.


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adjustment shall be made for dividends, dividend equivalents, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 8.

12.Miscellaneous Provisions.

12.4Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Award Agreement.


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12.9Section 409A.

(ii) The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Units qualify for exemption from, comply with or otherwise avoid the imposition of any additional tax or income recognition under Code Section 409A; provided, however, that the Company makes no representations that the Units will be exempt from Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Units.

(b)Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Award Agreement on account of the Participant’s termination of Continuous Service which constitutes a “deferral of compensation” within the meaning of Code Section 409A shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of Code Section 409A. Furthermore, to the extent that the Participant is a “Specified Employee” within the meaning of Code Section 409A as of the date of the Participant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service that would result in the imposition of additional tax under Code Section 409A if issued to Participant on or within the six (6) month period following Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is the first day of the seventh month after


2025 Exec PSU Grant Notice/Agreement for 2024 Plan - Final			-10-

12.11


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APPENDIX A

ILLUSTRATION OF RELATIVE RETURN FACTOR AND RESULTING NUMBER OF VESTED UNITS


Percentage Point Difference of Company TSR Over/Under Benchmark Index Total Return	Relative Return Factor	Vested Units (Per 1,000 Target Units)
25 and Over	150%	1,500
20	140%	1,400
15	130%	1,300
10	120%	1,200
9	118%	1,180
8	116%	1,160
7	114%	1,140
6	112%	1,120
5	110%	1,010
4	108%	1,080
3	106%	1,060
2	104%	1,040
1	102%	1,020
0	100%	1,000
-1	98%	980
-2	96%	960
-3	94%	940
-4	92%	920
-5	90%	900
-6	88%	880
-7	86%	860
-8	84%	840
-9	82%	820
-10	80%	800
-15	70%	700
-20	60%	600
-25	50%	500
-25 and less	0%	0


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APPENDIX A (CONTINUED)

ILLUSTRATIONS OF CALCULATION OF VESTED UNITS

PER 1,000 TARGET UNITS

Company Total Shareholder Return Exceeds Benchmark Index Total Return



Assumptions:
Target Number of Units		1,000
TCBK:
Average Per Share Closing Price (beginning)		$25.00
Average Per Share Closing Price (ending)		$30.00

KBW Regional Banking Index:
Average Closing Index Value (beginning)		$80.00
Average Closing Index Value (ending)		$90.00

Computations:

Company Total Shareholder Return	((30.00 / 25.00) - 1) x 100	20.0%

Benchmark Index Total Return	((90.00 / 80.00) - 1) x 100	12.5%

Relative Return Factor	100 + (2.0 x (20.0 – 12.5))	115.0%

Vested Units	1,000 x 115.0%	1,150


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APPENDIX A (CONTINUED)

ILLUSTRATIONS OF CALCULATION OF VESTED UNITS

PER 1,000 TARGET UNITS

Company Total Shareholder Return Is Less Than Benchmark Index Total Return



Assumptions:
Target Number of Units		1,000
TCBK:
Average Per Share Closing Price (beginning)		$25.00
Average Per Share Closing Price (ending)		$30.00

KBW Regional Banking Index:
Average Closing Index Value (beginning)		$80.00
Average Closing Index Value (ending)		$100.00

Computations:

Company Total Shareholder Return	((30.00 / 25.00) - 1) x 100	20.0%

Benchmark Index Total Return	((100.00 / 80.00) - 1) x 100	25.0%

Relative Return Factor	100 + (2.0 x (20.0 – 25.0))	90.0%

Vested Units	1,000 x 90.0%	900


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Appendix B to Performance Award Agreement

Termination of Employment

Retirement/Full Career Eligibility

•you voluntarily terminated your Continuous Service with the Company and/or an Affiliate, and

•you had completed at least six (6) years of Continuous Service with the Company and/or an Affiliate immediately preceding your termination date, and

•your age on your date of termination equaled or exceeded sixty-two (62) and

•continued vesting shall be appropriate, which determination shall be made prior to your termination and will be based on your performance and conduct (before and after providing notice), and

•you satisfied the Release/Confirmation Requirements set forth below.

Portion of Your PSUs Subject to Continued Vesting Following Retirement


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Appendix A) based on your years of Continuous Service preceding your termination of Continuous Service, as follows:

•0% if you have less than 6 years of Continuous Service,

•20% if you have at least 6 but less than 7 years of Continuous Service,

•40% if you have at least 7 but less than 8 years of Continuous Service,

•60% if you have at least 8 but less than 9 years of Continuous Service,

•80% if you have at least 9 but less than 10 years of Continuous Service, or

•100% if you have 10 or more years of Continuous Service.

There is no pro rata credit for partial years of Continuous Service.

The portion of your Award that is subject to continued vesting upon your qualifying retirement is referred to as the “CV Award.” Any portion of your Award that does not continue to vest hereunder will, upon the date of your Termination of Continuous Service, be immediately cancelled and forfeited as of such date without any payment or other consideration therefor.

So, for example, if you have 7.5 years of Continuous Service immediately preceding your termination of Continuous Service and the Committee determines that, based on the degree of achievement of the Performance Measures and the terms of Appendix A, the number of vested PSUs under your Award would be 110 PSUs, then you would be entitled to 44 PSUs (i.e., 40% of 110 PSUs), subject to potential adjustment described in this Appendix B.

Release/Confirmation

To qualify for continued vesting after your termination of Continuous Service as described in this Appendix B:

•in all cases, you must comply with all other terms of the Award Agreement. (See section captioned “Your Obligations”.)

Your Obligations

•Confidentiality & Non-Solicitation


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•False Statements

•Cooperation

•Compliance with Award Agreement


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