Equibles

10-Q

TRICO BANCSHARES / (TCBK)

10-Q 2025-08-11 For: 2025-06-30
View Original
Added on April 04, 2026

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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

___________________

ntricobancshares_logo.jpg

(Exact Name of Registrant as Specified in Its Charter)

___________________

CA 94-2792841
(State or Other Jurisdiction of<br>Incorporation or Organization) (I.R.S. Employer<br>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 classTradingSymbol(s)Name of each exchangeon which registeredCommon StockTCBKThe 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.

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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

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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

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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.

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TRICO BANCSHARES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data; unaudited)

Three months ended<br>June 30, Six months ended<br>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<br>June 30, Six months ended<br>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)

Common<br>Stock Retained<br>Earnings Accumulated<br>Other<br>Comprehensive Income (Loss) Total
Balance at April 1, 2024 $ 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 —
PSUs released —
Repurchase of common stock (5,781) (4,396) (10,177)
Dividends paid (0.33 per share) (10,905) (10,905)
Three months ended June 30, 2024 $ 691,878 $ 644,687 $ (161,515) $ 1,175,050
Balance at April 1, 2025 $ 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 —
Repurchase of common stock (8,247) (7,466) (15,713)
Dividends paid (0.33 per share) (10,769) (10,769)
Three months ended June 30, 2025 $ 685,489 $ 702,690 $ (121,356) $ 1,266,823

All values are in US Dollars.

Balance at January 1, 2024 $ 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 —
PSUs released —
Repurchase of common stock (7,865) (5,720) (13,585)
Dividends paid (0.66 per share) (21,878) (21,878)
Six months ended June 30, 2024 691,878 644,687 (161,515) 1,175,050
Balance at January 1, 2025 $ 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 —
Repurchase of common stock (10,348) (9,474) (19,822)
Dividends paid (0.66 per share) (21,648) (21,648)
Six months ended June 30, 2025 $ 685,489 $ 702,690 $ (121,356) $ 1,266,823

All values are in US Dollars.

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

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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. 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<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Estimated<br>Fair<br>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<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Estimated<br>Fair<br>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<br>Cost Estimated<br>Fair Value Amortized<br>Cost Estimated<br>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<br>Value Unrealized<br>Loss Fair<br>Value Unrealized<br>Loss Fair<br>Value Unrealized<br>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<br>Value Unrealized<br>Loss Fair<br>Value Unrealized<br>Loss Fair<br>Value Unrealized<br>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<br>Balance Charge-offs Recoveries Provision (benefit) Ending <br>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<br>Balance Charge-offs Recoveries Provision (benefit) Ending <br>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.

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 – Year ended December 31, 2024
(in thousands) Beginning<br>Balance Charge-offs Recoveries Provision<br>(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<br>Balance Charge-offs Recoveries Provision<br>(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<br>Balance Charge-offs Recoveries Provision<br>(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

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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

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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

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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<br>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

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Analysis of Past Due Loans - As of December 31, 2024
(in thousands) 30-59 days 60-89 days > 90 days Total Past<br>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.

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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

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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,<br>2025 December 31,<br>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,<br>2025 December 31,<br>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<br>Date Face<br>Value Current<br>Coupon Rate Recorded<br>Book Value Recorded<br>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,<br>2025 December 31,<br>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<br>Condition<br>Vesting RSUs Market Plus<br>Service<br>Condition<br>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<br>June 30, Six months ended<br>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<br>June 30, Six months ended<br>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,<br>2025 December 31,<br>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<br>Balance Transfers<br>into (out of)<br>Level 3 Change<br>Included<br>in Earnings Issuances Ending<br>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<br>Balance Transfers<br>into (out of)<br>Level 3 Change<br>Included<br>in Earnings Issuances Ending<br>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<br>(in thousands) Valuation<br>Technique Unobservable<br>Inputs Range,<br>Weighted<br>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<br>(in thousands) Valuation<br>Technique Unobservable Inputs Range,<br>Weighted Average
Collateral dependent loans $ 6,362 Sales comparison<br>approach<br>Income approach Adjustment for differences between<br>comparable sales;<br>Capitalization rate Not meaningful<br>N/A
Foreclosed assets (Residential real estate) $ 267 Sales comparison<br>approach Adjustment for differences between<br>comparable sales Not meaningful<br>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<br>(in thousands) Valuation<br>Technique Unobservable Inputs Range,<br>Weighted Average
Collateral dependent loans $ 8,770 Sales comparison<br>approach<br>Income approach Adjustment for differences between<br>comparable sales;<br>Capitalization rate Not meaningful<br>N/A
Real estate owned (Residential real estate) $ 709 Sales comparison<br>approach Adjustment for differences between<br>comparable sales Not meaningful<br>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<br>Amount Fair<br>Value Carrying<br>Amount Fair<br>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<br>Considered Well<br>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<br>Considered Well<br>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

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.

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<br>June 30, Six months ended<br>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,<br>2025 March 31,<br>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<br>Balance Interest<br>Income/<br>Expense Rates<br>Earned<br>/Paid Average<br>Balance Interest<br>Income/<br>Expense Rates<br>Earned<br>/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<br>Balance Interest<br>Income/<br>Expense Rates<br>Earned<br>/Paid Average<br>Balance Interest<br>Income/<br>Expense Rates<br>Earned<br>/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<br><br>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<br><br>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,<br>2025 March 31,<br>2025 June 30,<br>2024 June 30,<br>2025 June 30,<br>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<br>June 30,
(in thousands) 2025 2024 Change % Change
ATM and interchange fees $ 6,590 $ 6,372 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 7.7 %

All values are in US Dollars.

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<br>June 30,
(in thousands) 2025 2024 Change % Change
ATM and interchange fees $ 12,696 $ 12,541 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 4.8 %

All values are in US Dollars.

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<br>June 30,
(in thousands) 2025 2024 Change % Change
Base salaries, net of deferred loan origination costs $ 25,757 $ 23,852 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 4.8 %
Average full time equivalent staff 1,171 1,160 11 0.9 %

All values are in US Dollars.

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<br>June 30,
(in thousands) 2025 2024 Change % Change
Base salaries, net of deferred loan origination costs $ 51,158 $ 47,872 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 5.1 %
Average full time equivalent staff 1,183 1,174 9 0.8 %

All values are in US Dollars.

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,<br>2025 March 31,<br>2025 Annualized<br> % 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 8.1
Total investments 1,936,954 1,979,116 (8.5)
Total deposits 8,375,809 8,205,332 8.3
Total other borrowings 17,788 91,706 (322.4)

All values are in US Dollars.

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

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continued economic expansion, in addition to progress toward finalizing tariff policies with our largest trade partners. 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 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)

All values are in US Dollars.

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<br>Cost % Amortized<br>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,<br>2025 December 31,<br>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 /<br>Valuation<br>Adjustments Pay-downs<br>/Sales<br>/Upgrades Charge-offs/ (1)<br><br>Write-downs Transfers to<br>Foreclosed<br>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 /<br>Valuation<br>Adjustments Pay-downs<br>/Sales<br>/Upgrades Charge-offs/ (1)<br><br>Write-downs Transfers to<br>Foreclosed<br>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,<br>2025 December 31,<br>2024 June 30,<br>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<br>June 30, Six months ended<br>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,<br>2024 Sales Valuation<br>Adjustments Transfers<br>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<br>Regulatory<br>Requirement Ratio Minimum<br>Regulatory<br>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

All values are in US Dollars.

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

All values are in US Dollars.

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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

All values are in US Dollars.

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

All values are in US Dollars.

As of
(dollars in thousands) June 30,<br>2025 December 31,<br>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<br>Rates (Basis Points) Estimated Change in<br>Net Interest Income (NII)<br>(as % of NII) Estimated<br> Change in<br> Market Value of Equity (MVE)<br>(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.

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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<br><br>shares purchased (1) (b) Average price<br>paid per share (c) Total number of shares<br>purchased as of part<br>of publicly announced<br>plans or programs (d) Maximum number<br><br>of shares that may<br><br>yet be purchased under<br><br>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.

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Item 6 – Exhibits

EXHIBIT INDEX

Exhibit <br>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

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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)

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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.<br><br>*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.<br><br>1/3 of the RSUs shall vest on the second anniversary of the of the Grant Date.<br><br>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: image_0a.jpg By:
Name: Richard P. Smith Print Name:
Title: President & CEO
Address: 63 Constitution Drive Address:
Chico, CA 95973

ATTACHMENTS:    Restricted Stock Unit 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

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.

3.

(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.

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(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

3

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

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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:

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(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.

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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

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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.

19.Authorization to Release Necessary Personal Information. You hereby authorize and direct the Company to collect, use and transfer in electronic or other form, any personal information (the “Data”), the nature and amount of your compensation and the fact and conditions of your participation in the Plan (including, but not limited to, your name, home address, telephone number, date of birth, social security number, salary, job title, number of shares held and the details of all RSUs or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and

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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.

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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

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

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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:

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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.

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•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.

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Document

Exhibit 10.2

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.<br><br>*For vesting dates that fall on weekends and holidays, this date will be the next business day following such date.
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Vesting Date: 1/3 of the RSUs shall vest on the first anniversary of the of the Grant Date.<br><br>1/3 of the RSUs shall vest on the second anniversary of the of the Grant Date.<br><br>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: image_01a.jpg By:
Name: Richard P. Smith Print Name:
Title: President & CEO
Address: 63 Constitution Drive Address:
Chico, CA 95973

ATTACHMENTS:    Restricted Stock Unit 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

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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:

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.

3.

(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.

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(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

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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

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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:

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(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.

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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

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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.

19.Authorization to Release Necessary Personal Information. You hereby authorize and direct the Company to collect, use and transfer in electronic or other form, any personal information (the “Data”), the nature and amount of your compensation and the fact and conditions of your participation in the Plan (including, but not limited to, your name, home address, telephone number, date of birth, social security number, salary, job title, number of shares held and the details of all RSUs or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and

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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.

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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 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

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 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 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:

•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

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

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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:

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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.

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•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.

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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.<br><br>*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: image_04a.jpg By:
Name: Richard P. Smith Print Name:
Title: President & CEO
Address: 63 Constitution Drive<br><br>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.

7.

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:

(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 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<br>Company TSR Over/Under<br>Benchmark Index Total Return Relative Return Factor Vested Units<br>(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

•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 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

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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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.

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.

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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

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 B also includes your willful, continued and unreasonable failure to perform your duties or obligations under this Appendix B.

•Performance Assessment

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.

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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.

•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:

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 B 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

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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.

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 11.1 - Clawback” in the Award Agreement.

•Right to an Injunction

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 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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(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.

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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.<br><br>*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: image_03a.jpg By:
Name: Richard P. Smith Print Name:
Title: President & CEO
Address: 63 Constitution Drive<br><br>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.

7.

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:

(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 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<br>Company TSR Over/Under<br>Benchmark Index Total Return Relative Return Factor Vested Units<br>(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 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 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 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:

•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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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.

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.

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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

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 B also includes your willful, continued and unreasonable failure to perform your duties or obligations under this Appendix B.

•Performance Assessment

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.

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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.

•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:

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 B 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

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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.

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 11.1 - Clawback” in the Award Agreement.

•Right to an Injunction

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 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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(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.

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Document

Exhibit 10.5

TRICO BANCSHARES

DIRECTOR 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 shall be 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 (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:
Date of Grant: May 22, 2025
Number of Units/Shares Subject to Award:
Vesting Schedule: Except as otherwise set forth in the Award Agreement, the Award will vest upon the Participant’s completion of one (1) year of Continuous Service following the Date of Grant.*<br><br><br><br>*For vesting dates that fall on weekends and holidays, this date will be the next business day following such 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, 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: image_02a.jpg By:
Name: Richard P. Smith Print Name:
Title: Chairman of the Board
Address: 63 Constitution Drive Address:
Chico, CA 95973

ATTACHMENTS:    Restricted Stock Unit 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

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to the 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

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 (“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 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 11(a) of the Plan.

2.Vesting. The RSUs shall vest, if at all, as provided in the vesting schedule set forth in your Grant Notice; provided, however, that except as provided herein, vesting shall cease upon the termination of your Continuous Service for any reason. Other than due to your retirement from the Board or as otherwise provided herein, in the event that your service with the Company terminates for any reason, with or without cause, you shall forfeit and the Company shall automatically reacquire all RSUs which are not, as of the time of such termination, vested Units, and you shall not be entitled to any payment therefor. If you retire from the Board prior to one year of Continuous Service following the Grant date, the RSUs shall vest on your date of retirement from the Board.

If you die while you are eligible to vest in RSUs under this Award, the RSUs will immediately vest and 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. Any shares will be distributed no later than the end of the calendar year immediately following the calendar year which contains your date of death; however, our administrative practice is to register such shares in the name of your beneficiary or estate within 60 days of the Company’s receipt of any required documentation.

2025 Director RSU Grant Notice for 2024 Plan

3.Except as otherwise 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.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.

5.No Ownership Rights/Rights as a Shareholder. You 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 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.

6.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.

7.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 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.

8.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

2025 Director RSU Grant Notice for 2024 Plan

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 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.

9.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 Agreement.

10.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 Consultant of the Company or any Affiliate.

11.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 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.

12.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

2025 Director RSU Grant Notice for 2024 Plan

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:

(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.

13.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.

14.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

2025 Director RSU Grant Notice for 2024 Plan

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 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)    You agree that the Company does not have any duty or obligation to minimize your liability for tax withholding obligations arising from the Award and will not be liable to you for any tax withholding obligations arising in connection with the Award.

15.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 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 Agreement or the Plan not declared to be unlawful or invalid. Any Section of this 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 cash 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 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.

2025 Director RSU Grant Notice for 2024 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 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 the 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 a 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.

19.Authorization to Release Necessary Personal Information. You hereby authorize and direct the Company to collect, use and transfer in electronic or other form, any personal information (the “Data”), the nature and amount of your compensation and the fact and conditions of your participation in the Plan (including, but not limited to, your name, home address, telephone number, date of birth, social security number, salary, job title, number of shares held and the details of all RSUs or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and 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 acknowledge 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

2025 Director RSU Grant Notice for 2024 Plan

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.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.

21.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.

22.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.

23.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 is 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 your Award Agreement and those of the Plan, the provisions of the Plan shall control.

2025 Director RSU Grant Notice for 2024 Plan

Document

Exhibit 31.1

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

I, Richard P. Smith, certify that;

1.I have reviewed this report on Form 10-Q of TriCo Bancshares;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2025 /s/ Richard P. Smith
Richard P. Smith
President and Chief Executive Officer

Document

Exhibit 31.2

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

I, Peter G. Wiese, certify that;

1.I have reviewed this report on Form 10-Q of TriCo Bancshares;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2025 /s/ Peter G. Wiese
Peter G. Wiese
Executive Vice President and Chief Financial Officer

Document

Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly Report of TriCo Bancshares (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard P. Smith, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard P. Smith
Richard P. Smith
President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to TriCo Bancshares and will be retained by TriCo Bancshares and furnished to the Securities and Exchange Commission or its staff upon request.

Document

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly Report of TriCo Bancshares (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter G. Wiese, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

/s/ Peter G. Wiese
Peter G. Wiese
Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to TriCo Bancshares and will be retained by TriCo Bancshares and furnished to the Securities and Exchange Commission or its staff upon request.

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