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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 28 added, 24 removed, 112 unchanged (32% of the section changed)

41 unchanged sentences

All Financial Statements.

The consolidated financial statements of Registrant are included in Item 8 of this report, and are incorporated herein by reference.

The consolidated financial statements of Registrant are included in Part II, Item 8 of this report, and are incorporated herein by reference.

Financial statement schedules.

Schedules have been omitted because they are not applicable or are not required under the instructions contained in Regulation S-X or because the information required to be set forth therein is included in the consolidated financial statements or notes thereto at Item 8 of this report.

The exhibit list required by this item is incorporated by reference to the Exhibit Index filed with this report.

(b) Exhibits filed:

Agreement and Plan of Merger and Reorganization, dated as of January 21, 2014 by and between TriCo Bancshares and North Valley Bancorp (incorporated by reference to Exhibit 2.1 to TriCo’s Current Report on Form 8-K filed on January 21, 2014).

Agreement and Plan of Reorganization dated as of December 11, 2017, by and between TriCo Bancshares and FNB Bancorp (incorporated by reference to Exhibit 2.1 to TriCo’s Current Report on Form 8-K filed on December 11, 2017).

1 unchanged sentence

Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to TriCo’s Current Report on Form 8-K filed on March 17, 2009).

Bylaws of TriCo, as amended (incorporated by reference to Exhibit 3.1 to TriCo’s Current Report on Form 8-K filed February 17, 2011).

Amended and Restated Bylaws of TriCo (incorporated by reference to Exhibit 3.1 to TriCo’s Current Report on Form 8-K filed May 23, 2023).

4.1 Instruments defining the rights of holders of the long-term debt securities of the TriCo and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K.

TriCo hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.

TriCo Bancshares securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

TriCo Bancshares securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of TriCo’s Annual Report on Form 10- K for the year ended December 31, 2023).

Form of Change of Control Agreement among TriCo, Tri Counties Bank and each of Dan Bailey, Craig Carney, John Fleshood, Peter Wiese and other executives (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form 8-K filed on April 14, 2021).

17 unchanged sentences

Form of Stock Option, Stock Appreciation Right, Restricted Stock Unit Award, and Performance Share Award Agreements, and Notice of Grant of Stock Option pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to TriCo’s Annual Report on Form 10-K for the year ended December 31, 2017).

Form of Restricted Stock Unit Agreement and Grant Notice for Executives pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed November 14, 2014).

Form of Restricted Stock Unit Agreement and Grant Notice for Non-Employee Directors pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed November 14, 2014).

Form of Performance Award Agreement and Grant Notice pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to TriCo’s Current Report on Form 8-K filed August 13, 2014).

TriCo's 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to TriCo's Annual Report on Form 10-K filed on March 2, 2019).

2 unchanged sentences

Form of Performance Award Agreement and Grant Notice pursuant to TriCo's 2019 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of TriCo's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

Form of Restricted Stock Unit Agreement and Grant Notice for Executives pursuant to TriCo's 2019 Equity Incentive Plan.

Form of Performance Award and Grant Notice for Executives pursuant to TriCo's 2019 Equity Incentive Plan.

List of Subsidiaries

Form of Restricted Stock Unit Agreement and Grant Notice for Executives pursuant to TriCo's 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 of TriCo's Annual Report on Form 10-K for the year ended December 31, 2023).

Form of Performance Award and Grant Notice for Executives pursuant to TriCo's 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 of TriCo's Annual Report on Form 10-K for the year ended December 31, 2023).

Amendment to SERP and Participation Agreement - Richard P.

Smith (incorporated by reference to Exhibit 10.1 to TriCo's Current Report on Form 8-K filed December 28, 2022).

Amendment to SERP and Participation Agreement - Daniel K.

Bailey (incorporated by reference to Exhibit 10.2 to TriCo's Current Report on Form 8-K filed December 28, 2022).

Amendment to SERP and Participation Agreement - Craig B.

Carney (incorporated by reference to Exhibit 10.3 to TriCo's Current Report on Form 8-K filed December 28, 2022).

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of TriCo’s Annual Report on Form 10- K for the year ended December 31, 2023).

Consent of Moss Adams LLP, Independent Registered Public Accounting Firm

3 unchanged sentences

Section 1350 Certification of CFO**

TriCo Compensation Clawback Policy

101.INS Inline XBRL Instance Document

11 unchanged sentences

See Item 15(a)(2) above.

112 TriCo Bancshares 2023 10-K

FORM 10-K SUMMARY

1 unchanged sentence

Pursuant to the requirements of Section 13 or 15(d) 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.

March 1, 2023 TRICO BANCSHARES

February 29, 2024 TRICO BANCSHARES

/s/ Richard P.

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

March 1, 2023 /s/ Richard P.

February 29, 2024 /s/ Richard P.

Smith, Chairman of the Board, President, Chief Executive

Officer and Director (Principal Executive Officer)

March 1, 2023 /s/ Peter G.

February 29, 2024 /s/ Peter G.

Wiese, Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

March 1, 2023 /s/ Kirsten E.

February 29, 2024 /s/ Kirsten E.

Garen, Director

March 1, 2023 /s/ Cory W.

February 29, 2024 /s/ Cory W.

Giese, Independent Lead Director

March 1, 2023 /s/ John S.A.

February 29, 2024 /s/ John S.A.

Hasbrook, Director

March 1, 2023 /s/ Margaret L.

February 29, 2024 /s/ Margaret L.

Kane, Director

March 1, 2023 /s/ Michael W.

February 29, 2024 /s/ Michael W.

Koehnen, Director

March 1, 2023 /s/ Anthony L.

February 29, 2024 /s/ Anthony L.

Leggio, Director

March 1, 2023 /s/ Martin A.

February 29, 2024 /s/ Martin A.

Mariani, Director

March 1, 2023 /s/ Thomas C.

February 29, 2024 /s/ Thomas C.

McGraw, Director

March 1, 2023 /s/ Kimberley H.

February 29, 2024 /s/ Kimberley H.

Vogel, Director

March 1, 2023 /s/ Jon Y.

February 29, 2024 /s/ Jon Y.

Nakamura, Director

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures