8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

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FORM 8-K

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Current report pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 1, 2022

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(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (530) 898-0300

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 8.01 Other Events

On March 1, 2022, TriCo Bancshares (“TriCo”) and Valley Republic Bancorp (“Valley”) issued a joint press release announcing that they have received all required federal and state regulatory approvals for the completion of Valley’s merger with and into TriCo, as well as the merger of Valley’s bank subsidiary, Valley Republic Bank, with into TriCo’s bank subsidiary, Tri Counties Bank.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1    Joint press release dated March 1, 2022.

104     Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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 thereunto duly authorized.

Document

Exhibit 99.1

TriCo Bancshares and Valley Republic Bancorp

Announce Receipt of Regulatory Approvals for Merger

CHICO, Calif.—TriCo Bancshares (Nasdaq: TCBK) (“TriCo”) and Valley Republic Bancorp (OTC: VLLX) (“Valley”) today announced that all required regulatory approvals for the mergers of Valley into TriCo and Valley Republic Bank into Tri Counties Bank have been received. The transaction is scheduled to close on or around March 25, 2022, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the merger agreement between TriCo and Valley.

“We are pleased to have received all regulatory approvals to merge two strong companies with complementary business models and a high level of cultural alignment. We’ll be even better together for our clients, teammates, communities and shareholders,” said TriCo Chairman and CEO Richard Smith.

“We will build upon our community- and client-driven cultures and work to ensure a positive experience for all stakeholders,” said Valley President and CEO Geraud Smith. “Following months of thoughtful collaborative planning, we are well-prepared to execute a successful integration.”

With the addition of Valley, on a pro forma combined basis, TriCo would have total assets of approximately $10.1 billion, total loans outstanding of approximately $5.7 billion, and total deposits of approximately $8.6 billion as December 31, 2021.

About TriCo Bancshares

TCBK is a bank holding company established in 1974. Tri Counties Bank is a wholly-owned subsidiary of TriCo Bancshares (NASDAQ: TCBK) headquartered in Chico, California, providing a unique brand of customer Service with Solutions available in traditional stand-alone and in-store bank branches in communities throughout California. Tri Counties Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATMs, online and mobile banking access. Brokerage services are provided by Tri Counties Advisors through affiliation with Raymond James Financial Services, Inc. Visit www.TriCountiesBank.com to learn more.

About Valley Republic Bancorp

Valley is a bank holding company formed in 2016. Valley Republic Bank, established in 2009, is a wholly owned subsidiary of Valley Republic Bancorp, headquartered in Bakersfield, California. Valley Republic Bank is a full-service, community bank with three full-service banking offices in Bakersfield, one full-service banking office in Delano, and a loan production office in Fresno. Valley Republic Bank emphasizes professional, high quality banking services provided to a wide range of businesses and professionals. The bank also provides a full complement of banking services that are available to individuals and non-profit organizations. Visit www.valleyrepublicbank.com to learn more.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are necessarily subject to risks and uncertainties and although they reflect TriCo’s and Valley’s current expectations with respect to the timing of the closing of the mergers, no assurances can be given that the mergers will be completed as or when indicated above. Such risk and uncertainties include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement or that could cause the bank regulatory agencies to revoke their approvals of the transaction. Additional factors that could cause results to differ materially from those described above can be found in TriCo’s Annual Report on Form 10-K for the year ended December 31, 2021, as updated by its Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”), which are available in the “Investor Relations” section of TriCo’s website, https://www.tcbk.com/investor-relations. Pro forma amounts are not forecasts and may not reflect actual results. TriCo is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements except to the extent required by applicable law or regulation, whether as a result of new information, future events, or otherwise, except as required by law.