What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-03 compared with 2024-02-29 · 299 added, 264 removed, 1986 unchanged (22% of the section changed)

10 unchanged sentences

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TRICO BANCSHARES

40 unchanged sentences

zero issued and outstanding at December 31, 2024 and 2023, respectively

Common stock, no par value:

Common stock, 0 par value:

50,000,000 shares authorized;

8 unchanged sentences

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TRICO BANCSHARES

16 unchanged sentences

Net interest income 331,434 356,677 345,976

Provision for (benefit from) credit losses 23,990 18,470 ( 6,775 )

Net interest income after provision for (benefit from) credit losses 332,687 327,506 278,314

Provision for credit losses 6,632 23,990 18,470

Net interest income after provision for credit losses 324,802 332,687 327,506

Noninterest income:

10 unchanged sentences

Total noninterest expense 234,105 233,182 216,645

Income before income taxes 160,905 173,907 163,703

Income before provision for income taxes 155,104 160,905 173,907

Provision for income taxes 40,236 43,515 48,488

Net income $ 114,868 $ 117,390 $ 125,419

Earnings per share:

Earnings per common share:

Basic $ 3.47 $ 3.53 $ 3.85

13 unchanged sentences

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TRICO BANCSHARES

10 unchanged sentences

Market plus service condition RSU vesting 986 986

Stock options exercised 49,675 758 758

Service condition RSUs released 50,076 —

Market plus service condition RSUs released 26,338 —

Stock options exercised 63,325 1,190 1,190

Issuance of common stock 4,105,518 173,585 173,585

Repurchase of common stock ( 644,168 ) ( 13,440 ) ( 13,708 ) ( 27,148 )

6 unchanged sentences

Market plus service condition RSU vesting 1,319 1,319

Stock options exercised 63,325 1,190 1,190

Service condition RSUs released 81,902 —

Market plus service condition RSUs released 55,928 —

Issuance of common stock 4,105,518 173,585 173,585

Stock options exercised 8,000 156 156

Repurchase of common stock ( 209,241 ) ( 4,380 ) ( 4,860 ) ( 9,240 )

9 unchanged sentences

Stock options exercised 7,500 174 174

Issuance of common stock — — —

Repurchase of common stock ( 415,828 ) ( 8,727 ) ( 6,817 ) ( 15,544 )

4 unchanged sentences

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TRICO BANCSHARES

8 unchanged sentences

Amortization of intangible assets 4,120 6,118 6,334

Provision for (benefit from) credit losses on loans 23,990 18,470 ( 6,775 )

Provision for credit losses 6,632 23,990 18,470

Amortization of investment securities premium, net 865 312 6,641

3 unchanged sentences

Gain on sale of loans ( 1,532 ) ( 1,166 ) ( 2,342 )

Change in market value of mortgage servicing rights 506 ( 301 ) 872

Change in fair market value of mortgage servicing rights 480 506 ( 301 )

Gain on sale of real estate owned, net 8 ( 18 ) ( 166 )

26 unchanged sentences

Life insurance proceeds — — 641

Net cash from (used in) investing activities 28,567 ( 723,224 ) ( 883,811 )

Net cash used in investing activities 284,998 28,567 ( 723,224 )

Financing activities:

3 unchanged sentences

Dividends paid ( 43,646 ) ( 39,901 ) ( 35,797 )

Exercise of stock options, net 156 1,190 144

Net cash (used in) from financing activities ( 175,983 ) ( 100,862 ) 850,474

Exercise of stock options 174 156 1,190

Net cash used in financing activities ( 348,450 ) ( 175,983 ) ( 100,862 )

Net change in cash and cash equivalents 46,255 ( 8,529 ) ( 661,191 )

15 unchanged sentences

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TRICO BANCSHARES

20 unchanged sentences

The Company has a diversified loan portfolio within the business segments located in this geographical area.

The Company currently classifies all its operation into one business segment that it denotes as community banking.

While 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

17 unchanged sentences

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Debt Securities

11 unchanged sentences

Realized gains and losses are derived from the amortized cost of the security sold.

The Company did not have any debt securities classified as trading during the three year period ended December 31, 2023.

The Company did not have a significant level debt securities classified as trading during the three-year period ended December 31, 2024.

The Company has made a policy election to exclude accrued interest from the amortized cost basis of debt securities and report accrued interest separately in the consolidated balance sheets.

1 unchanged sentence

Accrued interest for a security placed on nonaccrual is reversed against interest income.

There was no accrued interest related to debt securities reversed against interest income for the years ended December 31, 2023, 2022 and 2021.

There was no accrued interest related to debt securities reversed against interest income for the years ended December 31, 2024, 2023 or 2022.

The Company evaluates available for sale 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.

16 unchanged sentences

Restricted equity securities represent the Company’s investment in the stock of the Federal Home Loan Bank of San Francisco (“FHLB”) and are carried at par value, which reasonably approximates its fair value.

While technically these are considered equity securities, there is no market for the FHLB stock.

While technically these are considered equity securities, there is no market for FHLB stock.

Therefore, the shares are considered as restricted investment securities.

7 unchanged sentences

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Loans Held for Sale

37 unchanged sentences

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The Company has identified the following portfolio segments to evaluate and measure the allowance for credit loss:

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need to either sell the building or reach a level of stabilized occupancy sufficient to generate the cash flows necessary to support debt service and operating costs.

42 unchanged sentences

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As of September 30 of each year, goodwill is tested for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired.

42 unchanged sentences

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The Company’s accounting for income taxes is based on an asset and liability approach.

26 unchanged sentences

The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances.

As of December 31, 2023 and December 31, 2022, the Company did not have any significant contract balances.

As of December 31, 2024 and 2023, the Company did not have any significant contract balances.

The Company has evaluated the nature of its revenue streams and determined that further disaggregation of revenue into more granular categories beyond what is presented in Note 18 was not necessary.

16 unchanged sentences

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which is subject to market conditions and asset flows.

15 unchanged sentences

When the Company finances the sale of other real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable.

Once these criteria are met, the other real estate owned asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.

Once these criteria are met, the other real estate owned asset is de-recognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.

In determining the gain or loss on sale, the Company adjusts the transaction price and related gain or loss on sale if a significant financing component is present.

3 unchanged sentences

These reclassifications did not affect previously reported amounts of net income, total assets or total shareholders’ equity.

Accounting Standards Adopted in 2023

In March 2022, the FASB issued ASU 2022-02, Financial Instruments — Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures.

The amendments in this Update eliminated the TDR recognition and measurement guidance and, instead, required that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan.

The amendments also enhanced existing disclosure requirements and introduced new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.

Furthermore, the amendments in this Update required that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20.

The Company adopted these amendments on January 1, 2023 and has observed no significant impact on the consolidated financial statements.

Accounting Standards Pending Adoption

FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

This ASU was issued to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

This ASU is effective for fiscal years beginning after December 15, 2024.

The adoption of this accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements but will result in the expansion of the income tax disclosures.

FASB issued ASU 2023-07, Segment Reporting:

Improvements to Reportable Segment Disclosures.

This ASU was issued to address stakeholder requests for more detailed information about expenses within each reportable segment and address disclosure requirements there within.

The amendments retain existing disclosure requirements, and expand upon them for both interim and annual reporting periods.

In addition, entities with a single reportable segment must now provide all segment disclosures required, including the new disclosure requirements.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The adoption of this accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements but will result in inclusion of certain segment reporting requirements not previously required.

FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative.

This ASU was issued to incorporate 14 of the 27 simplification disclosures released by the SEC which overlapped with existing, but required incremental information to, GAAP to the FASB for incorporation into the Codification.

The timing of these amendments will coincide with the effective dates of changes by the SEC in Regulations S-X or S-K.

The adoption of this accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements.

FASB issued ASU 2023-02, Investments – Equity Method and Joint Ventures:

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.

This ASU permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met.

This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023.

The adoption of this accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements.

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Note 2 - Business Combinations

On March 25, 2022, the Company completed its acquisition of Valley Republic Bancorp (VRB), including the merger of Valley Republic Bank into Tri Counties Bank, with Tri Counties Bank as the surviving entity, in accordance with the terms of the merger agreement dated as of July 27, 2021.

The cash and stock transaction was valued at $ 174.0 million in aggregate, based on TriCo's closing stock price of $ 42.48 on March 25, 2022.

Under the terms of the merger agreement, the Company issued 4,105,518 shares, in addition to approximately $ 0.4 million in cash paid out for settlement of stock option awards at VRB.

The following table summarizes the consideration paid for VRB and the amounts of assets acquired and liabilities assumed that were recorded at the acquisition date (in thousands):

Fair Value as of

March 25, 2022

Fair value of consideration transferred:

Fair value of shares issued $ 173,585

Cash consideration 431

Total fair value of consideration transferred 174,016

Assets acquired:

Cash and cash equivalents 427,314

Securities available for sale 109,716

Loans and leases 771,353

Premises and equipment 4,658

Cash value of life insurance 13,609

Core deposit intangible 10,635

Other assets 29,744

Total assets acquired 1,367,029

Liabilities assumed:

Deposits ( 1,215,479 )

Subordinated debt ( 47,236 )

SERP liability ( 3,352 )

Other liabilities ( 10,516 )

Total liabilities assumed ( 1,276,583 )

Total net assets acquired 90,446

Goodwill recognized $ 83,570

Note 2 – Accounting Standards Update

Accounting standards adopted in the current period

Standard Summary of Guidance Effects on financial statements

ASU 2023-07 - Segment Reporting (Topic 280):

Improvement to Reportable Segments • Requires disclosure of the position and title of the CODM and significant segment expenses that the CODM is regularly provided.

• Requires the disclosure of other segment items representing the difference between segment revenue and expense and the profit and loss measure of the segment.

• Allows for the CODM to use more than one measure of segment profit and loss, as long as one measure is consistent with GAAP.

• The Company adopted these disclosure requirements effective December 31, 2024.

ASU 2023-09 - Income Taxes (Topic 740):

Improvements to Income Tax Disclosures • Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria.

• The amount of net income taxes paid for federal, state, and foreign taxes, as well as the amount paid to any jurisdiction that net taxes exceed a 5% quantitative threshold.

• The amendments will require the disclosure of pre-tax income disaggregated between domestic and foreign, as well as income tax expense disaggregated by federal, state, and foreign.

• The amendment also eliminates certain disclosures related to unrecognized tax benefits and certain temporary differences.

• The Company plans to adopt the ASU for the annual reporting period beginning on January 1, 2025, and is currently evaluating the impact of the ASU on disclosures.

Accounting standards yet to be adopted

Standard Summary of Guidance Effects on financial statements

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Note 3 – Investment Securities

1 unchanged sentence

December 31, 2024

(in thousands) Amortized

Losses Estimated

(in thousands)

Debt Securities Available for Sale

13 unchanged sentences

December 31, 2023

(in thousands) Amortized

Losses Estimated

(in thousands)

Debt Securities Available for Sale

12 unchanged sentences

During the year ended December 31, 2024, proceeds from sales of debt securities totaled $ 31.5 million, resulting in gross losses of $ 2.9 million.

In addition, during the three months ended June 30, 2024, the Company participated in and completed an exchange offering with Visa, which resulted in a gain of $ 2.9 million.

There were no sales of debt securities during the years ended 2023 and 2022, respectively.

10 unchanged sentences

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December 31, 2023 Available for Sale Held to Maturity

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December 31, 2024

Available for Sale Held to Maturity

(In thousands) Amortized

8 unchanged sentences

Gross unrealized losses on investment 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:

December 31, 2024

Less than 12 months 12 months or more Total

(in thousands) Fair

Value Unrealized

1 unchanged sentence

Value Unrealized

December 31, 2023 (in thousands)

Debt Securities Available for Sale

11 unchanged sentences

Total debt securities held to maturity $ — $ — $ 103,038 $ ( 7,522 ) $ 103,038 $ ( 7,522 )

December 31, 2023

Less than 12 months 12 months or more Total

(in thousands) Fair

Value Unrealized

1 unchanged sentence

Value Unrealized

December 31, 2022 (in thousands)

Debt Securities Available for Sale

21 unchanged sentences

government corporations and agencies had unrealized losses with aggregate depreciation of 13.85 % from the Company’s amortized cost basis.

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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

69 TriCo Bancshares 2023 10-K

price less than the amortized cost of the investment.

It is expected that the securities would not be settled at a price less than the amortized cost of the investment.

Because 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, these investments are not considered other-than-temporarily impaired.

22 unchanged sentences

December 31, 2024 December 31, 2023

(in thousands)

AAA/AA/A BBB/BB/B AAA/AA/A BBB/BB/B

(In thousands) (In thousands)

Debt Securities Held to Maturity

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Note 4 – Loans

22 unchanged sentences

Allowance for credit losses $ ( 125,366 ) $ ( 121,522 )

In March 2020, the Small Business Administration ("SBA") Paycheck Protection Program ("PPP") was created to help small businesses keep workers employed during the COVID-19 crisis.

As of December 31, 2023 and 2022, the total gross balance outstanding of PPP loans, which are included in commercial and industrial loans above, was $ 1.1 million and $ 1.6 million, respectively.

During the year ended December 31, 2023, the Company recognized an insignificant amount of fees on PPP loans, as compared with $ 2.1 million and $ 14.1 million for the years ended December 31, 2022 and 2021, respectively.

The SBA ended PPP and did not accept new borrowing applications, effective May 31, 2021.

Note 5 – Allowance for Credit Losses

1 unchanged sentence

The provision for credit losses on loans of $ 6.5 million during the year ended December 31, 2024 was comprised of $ 2.5 million in qualitative reserves, $ 1.4 million in quantitative reserves and $ 2.6 million in net charge-offs.

The quantitative components of the ACL increased reserve requirements due largely to the continued rise in corporate debt yields and increasing uncertainty within global markets.

The qualitative components of the ACL increased reserve requirements due largely to the continued rise in CA unemployment and US policy uncertainty.

This forecast data continues to evolve and includes improving shifts in the magnitude of changes for both the unemployment and GDP factors leading up to the balance sheet date.

Despite continued declines on a year over year comparative basis, core inflation remains elevated from wage pressures, and higher living costs such as housing, energy and food prices resulting from a rising rate environment for nearly all of 2023.

Management notes the rapid intervals of rate increases by the Federal Reserve may create repricing risk for certain borrowers and continued inversion of the yield curve, creates informed expectations of the US potentially entering a recession within 12 months.

While projected cuts in interest rates from the Federal Reserve during 2024 may improve this outlook, the uncertainty associated with the extent and timing of these potential reductions has inhibited a material benefit to forecasted reserve levels.

Furthermore, political uncertainty continues to exist within certain foreign markets that play a critical role within segments of the U.S economy.

As a result, management continues to believe that certain credit weaknesses are likely present in the overall economy and that it is appropriate to cautiously maintain a reserve level that incorporates such risk factors.

The remaining increase in the allowance for credit reserves related to quantitative metrics was the result of organic loan growth and changes in credit quality associated with levels of classified, past due and non-performing loans in addition to changes in qualitative factors.

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The table below sets forth the components of the Company’s allowance for credit losses as of the dates indicated:

Core inflation is slowing but prices remain elevated relative to wage increases, as reflected by higher living costs such as housing, energy and general services.

Actions by the Federal Reserve to cut rates during 2024 and beyond may help improve this outlook overall, but the uncertainty associated with the extent and timing of these potential reductions has inhibited a material change to forecasted reserve levels.

Furthermore, geopolitical risks remain elevated, which may lead to further negative effects on domestic economic outcomes.

As a result, 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.

The remaining increase in the allowance for credit reserves related to quantitative metrics was largely driven by increases in classified loan balances and individual reserves on specific loans.

(dollars in thousands) December 31, 2024 December 31, 2023

5 unchanged sentences

Total allowance for credit losses $ 125,366 $ 121,522

The following table provides a summary of loans and leases purchased as part of the VRB acquisition with credit deterioration (PCD) at acquisition:

As of March 25, 2022

(in thousands) Commercial Real Estate Consumer Commercial and Industrial Construction Agriculture Production Total

Par value $ 27,237 $ 3,877 $ 2,674 $ 25,645 $ 9,080 $ 68,513

ACL at acquisition ( 1,573 ) ( 144 ) ( 81 ) ( 201 ) ( 38 ) ( 2,037 )

Non-credit discount ( 2,305 ) ( 360 ) ( 47 ) ( 232 ) ( 12 ) ( 2,956 )

Purchase price $ 23,359 $ 3,373 $ 2,546 $ 25,212 $ 9,030 $ 63,520

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The following tables summarize the activity in the allowance for credit losses, and ending balance of loans, net of unearned fees for the periods indicated.

21 unchanged sentences

Total $ 127,372 $ ( 4,051 ) $ 1,413 $ 6,632 $ 131,366

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Allowance for Credit Losses – December 31, 2023

(in thousands) Beginning

Balance ACL on PCD Loans Charge-offs Recoveries Provision for

Balance Charge-offs Recoveries Provision for

(Benefit from)

17 unchanged sentences

Total $ 109,995 $ ( 8,140 ) $ 1,527 $ 23,990 $ 127,372

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Allowance for Credit Losses – December 31, 2022

(in thousands) Beginning

Balance Charge-offs Recoveries Provision for

Balance ACL on PCD Loans Charge-offs Recoveries Provision for

(Benefit from)

23 unchanged sentences

Appropriate valuations are obtained at initiation of the credit and periodically (every 3 - 12 months depending on collateral type) once repayment is questionable and the loan has been classified.

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The Company utilizes a risk grading system to assign a risk grade to each of its loans.

18 unchanged sentences

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.

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The following tables present ending loan balances by loan category and risk grade for the periods indicated:

8 unchanged sentences

Total CRE non-owner occupied risk ratings $ 184,623 $ 178,486 $ 409,817 $ 282,953 $ 152,278 $ 950,745 $ 164,134 $ — $ 2,323,036

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Commercial real estate:

5 unchanged sentences

Total CRE owner occupied risk ratings $ 84,938 $ 76,046 $ 202,116 $ 184,245 $ 108,186 $ 269,876 $ 36,008 $ — $ 961,415

Current period gross charge-offs $ — $ — $ — $ 1,380 $ — $ 2,228 $ 29 $ — $ 3,637

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Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2023

(in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Commercial real estate:

5 unchanged sentences

Total multifamily loans $ 65,376 $ 27,904 $ 171,950 $ 306,243 $ 118,443 $ 289,910 $ 48,209 $ — $ 1,028,035

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Commercial real estate:

5 unchanged sentences

Total farmland loans $ 23,780 $ 20,975 $ 47,639 $ 49,190 $ 15,113 $ 51,089 $ 57,360 $ — $ 265,146

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

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Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2024

(in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Consumer loans:

5 unchanged sentences

Total SFR 1st DT liens $ 60,203 $ 113,711 $ 173,414 $ 244,855 $ 118,007 $ 144,646 $ — $ 4,824 $ 859,660

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Current year gross charge-offs $ — $ 27 $ — $ — $ — $ — $ — $ — $ 27

Consumer loans:

5 unchanged sentences

Total SFR HELOCs and Junior Liens $ 236 $ — $ — $ — $ — $ 72 $ 356,563 $ 6,549 $ 363,420

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ 66 $ 66

Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ 41 $ — $ 41

Consumer loans:

5 unchanged sentences

Total other consumer loans $ 10,408 $ 21,961 $ 6,229 $ 6,397 $ 5,026 $ 7,326 $ 632 $ — $ 57,979

Current period gross charge-offs $ 376 $ 82 $ — $ 36 $ 39 $ 9 $ 16 $ — $ 558

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Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2023

(in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Current year gross charge-offs $ 385 $ 88 $ 40 $ 74 $ 37 $ 108 $ 14 $ — $ 746

Commercial and industrial loans:

5 unchanged sentences

Total commercial and industrial loans $ 73,730 $ 50,731 $ 64,286 $ 49,046 $ 3,996 $ 9,910 $ 219,375 $ 197 $ 471,271

Current period gross charge-offs $ 153 $ 287 $ 240 $ 2,285 $ — $ — $ 896 $ 18 $ 3,879

Current year gross charge-offs $ 389 $ — $ 178 $ 95 $ 24 $ — $ 1,101 $ — $ 1,787

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Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2024

(in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Construction loans:

5 unchanged sentences

Total construction loans $ 36,031 $ 124,759 $ 93,659 $ 11,354 $ 6,714 $ 7,416 $ — $ — $ 279,933

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Agriculture production loans:

5 unchanged sentences

Total agriculture production loans $ 265 $ 1,434 $ 2,435 $ 1,390 $ 284 $ 7,707 $ 138,307 $ — $ 151,822

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Current year gross charge-offs $ — $ — $ 173 $ — $ — $ — $ 1,277 $ — $ 1,450

Lease risk ratings

4 unchanged sentences

Total leases $ 6,806 $ — $ — $ — $ — $ — $ — $ — $ 6,806

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Total loans outstanding:

4 unchanged sentences

Total loans outstanding $ 546,396 $ 616,007 $ 1,171,545 $ 1,135,673 $ 528,047 $ 1,738,697 $ 1,020,588 $ 11,570 $ 6,768,523

Current period gross charge-offs $ 529 $ 369 $ 240 $ 3,701 $ 39 $ 2,237 $ 941 $ 84 $ 8,140

Current year gross charge-offs $ 774 $ 115 $ 391 $ 169 $ 61 $ 108 $ 2,433 $ — $ 4,051

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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2023

7 unchanged sentences

Total CRE non-owner occupied risk ratings $ 180,326 $ 415,192 $ 290,977 $ 142,937 $ 225,640 $ 819,589 $ 143,145 $ — $ 2,217,806

Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Commercial real estate:

5 unchanged sentences

Total CRE owner occupied risk ratings $ 71,288 $ 205,660 $ 199,732 $ 121,211 $ 60,034 $ 274,775 $ 23,740 $ — $ 956,440

Prior year gross charge-offs $ — $ — $ — $ 1,380 $ — $ 2,228 $ 29 $ — $ 3,637

Commercial real estate:

5 unchanged sentences

Total multifamily loans $ 28,445 $ 177,032 $ 291,574 $ 89,106 $ 104,108 $ 225,767 $ 33,470 $ — $ 949,502

Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Commercial real estate:

5 unchanged sentences

Total farmland loans $ 21,830 $ 49,381 $ 51,989 $ 16,434 $ 17,041 $ 55,663 $ 58,716 $ — $ 271,054

Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Consumer loans:

5 unchanged sentences

Total SFR 1st DT liens $ 135,812 $ 190,060 $ 262,166 $ 126,571 $ 30,099 $ 134,188 $ — $ 4,542 $ 883,438

Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2023

7 unchanged sentences

Total SFR HELOCs and Junior Liens $ 297 $ — $ — $ — $ — $ 96 $ 349,184 $ 7,236 $ 356,813

Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ 66 $ 66

Consumer loans:

5 unchanged sentences

Total other consumer loans $ 34,549 $ 9,298 $ 9,275 $ 7,512 $ 6,995 $ 4,708 $ 680 $ — $ 73,017

Prior year gross charge-offs $ 376 $ 82 $ — $ 36 $ 39 $ 9 $ 16 $ — $ 558

Commercial and industrial loans:

5 unchanged sentences

Total commercial and industrial loans $ 70,963 $ 85,861 $ 52,474 $ 9,690 $ 10,197 $ 8,576 $ 348,302 $ 392 $ 586,455

Prior year gross charge-offs $ 153 $ 287 $ 240 $ 2,285 $ — $ — $ 896 $ 18 $ 3,879

Construction loans:

5 unchanged sentences

Total construction loans $ 56,378 $ 146,876 $ 85,144 $ 47,632 $ 4,650 $ 6,518 $ — $ — $ 347,198

Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2023

(in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Agriculture production loans:

5 unchanged sentences

Total agriculture production loans $ 945 $ 2,932 $ 2,138 $ 572 $ 620 $ 8,491 $ 128,799 $ — $ 144,497

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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2022

(in thousands) 2022 2021 2020 2019 2016 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Lease risk ratings

4 unchanged sentences

Total leases $ 8,250 $ — $ — $ — $ — $ — $ — $ — $ 8,250

Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Total loans outstanding:

4 unchanged sentences

Total loans outstanding $ 609,083 $ 1,282,292 $ 1,245,469 $ 561,665 $ 459,384 $ 1,538,371 $ 1,086,036 $ 12,170 $ 6,794,470

Prior year gross charge-offs $ 529 $ 369 $ 240 $ 3,701 $ 39 $ 2,237 $ 941 $ 84 $ 8,140

Once a loan becomes delinquent and repayment becomes questionable, a Bank collection officer will address collateral shortfalls with the borrower and attempt to obtain additional collateral.

4 unchanged sentences

Unpaid balances on loans after or during collection and liquidation may also be pursued through lawsuit and attachment of wages or judgment liens on borrower’s other assets.

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

17 unchanged sentences

Total $ 6,477 $ 1,681 $ 24,553 $ 32,711 $ 6,735,812 $ 6,768,523

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

17 unchanged sentences

Total $ 6,134 $ 6,770 $ 6,511 $ 19,415 $ 6,775,055 $ 6,794,470

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

22 unchanged sentences

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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:

34 unchanged sentences

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

2 unchanged sentences

For the twelve months ended December 31, 2024

(in thousands) Principal Forgiveness Payment Delay /Term Extension Combination - Term Change / Available Credit Reduction Combination - Payment Delay /Term Reduction Total % of Loans Outstanding

(in thousands) Combination - Term Extension / Rate Change Payment Delay / Extension Total % of Loans Outstanding

Commercial real estate:

CRE non-owner occupied $ 211 $ — 0.01 %

CRE owner occupied 219 — 0.02 %

Multifamily — 295 0.03 %

Total commercial real estate loans 430 295 0.02 %

SFR HELOCs and junior liens — 41 0.01 %

Total consumer loans — 41 nm

Commercial and industrial — 1,008 0.21 %

Total $ 430 $ 1,344 0.03 %

The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the twelve months ended December 31, 2024:

Twelve Months Ended

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

Combination - term extension / rate change CRE owner occupied Added 24 months to the life of the loan;

converted from variable to fixed

Payment delay / term extension Multifamily Added 12 months to the life of the loan

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

For the twelve months ended December 31, 2023

(in thousands) Payment Delay /Extension Combination - Term Change / Available Credit Reduction Combination - Payment Delay / Term Reduction For the Total % of Loans Outstanding

Commercial real estate:

Farmland $ — $ — $ 1,430 0.53 %

4 unchanged sentences

Modification Type Loan Type Financial Effect

Combination - payment delay / term reduction Farmland Changed loan terms from fully amortizing to interest-only with balloon, and reduced the loan maturity by 12 months, which reduced the loan payment owed by the borrowers

Payment delay / extension Commercial and industrial Added 12 months to the life of the loan, which reduced the payment owed by the borrowers

Payment delay / extension Commercial and industrial Changed loan terms from fully amortizing to interest-only with balloon, which reduced the payment owed by the borrowers

Combination - Payment Delay / Term Reduction Farmland Changed loan terms from fully amortizing to interest-only with balloon, and reduced the loan maturity by 12 months, which reduced the loan payment owed by the borrowers

Combination - Term Change / Available Credit Reduction Commercial and industrial Added 60 months to the life of the loan to avoid balloon repayment and reduced available credit by $ 11000

There were no loans with payment defaults by borrowers experiencing financial difficulty during the quarter ended December 31, 2023 which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

Combination - term change / available credit reduction Commercial and industrial Added 60 months to the life of the loan to avoid balloon repayment and reduced available credit

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There were no loans with payment defaults by borrowers experiencing financial difficulty during the year ended December 31, 2024 which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

Note 6 – Real Estate Owned

10 unchanged sentences

Proceeds from sale of real estate owned $ 351 $ 224

Gain on sale of real estate owned $ 19 $ 166

At December 31, 2023, the balance of real estate owned includes 8 foreclosed real estate properties and one land property recorded as a result of obtaining physical possession of the property.

Gain (loss) on sale of real estate owned $ ( 8 ) $ 18

At December 31, 2024, the balance of real estate owned includes 8 foreclosed real estate properties and two land properties recorded as a result of obtaining physical possession of the property.

At December 31, 2024, there were no real estate properties with formal foreclosure proceedings underway.

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Note 7 – Premises and Equipment

15 unchanged sentences

Beginning balance $ 136,892 $ 133,742

Acquired policies from business combination — 13,609

Increase in cash value of life insurance 3,257 3,150

Gain on death benefit — 309

Insurance proceeds receivable reclassified to other assets — ( 891 )

Ending balance $ 140,149 $ 136,892

3 unchanged sentences

Current and former employees and directors covered 79 79

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Note 9 – Goodwill and Other Intangible Assets

8 unchanged sentences

For each of the years in the three year period ended December 31, 2024, there were no impairment charges recognized.

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The following table summarizes the Company’s core deposit intangibles (“CDI”) as of the dates indicated:

3 unchanged sentences

Fully amortized portion — ( 2,046 )

Acquisition of VRB — 10,635

Core deposit intangibles, gross ending balance 38,240 38,240

8 unchanged sentences

Thereafter 552

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Note 10 – Mortgage Servicing Rights

The following tables summarize the activity in, and the main assumptions used to determine the fair value of mortgage servicing rights for the periods indicated (dollars in thousands):

The following tables summarize the activity in, and the main assumptions used to determine the fair value of mortgage servicing rights for the periods indicated:

(in thousands) Year ended December 31,

14 unchanged sentences

The changes in fair value of MSRs during 2022 were primarily due to changes in investor require rate of return, or discount rate, of the MSRs.

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Note 11 - Leases

5 unchanged sentences

Variable lease cost 4 38

Sublease income — —

Total lease cost $ 5,950 $ 6,364

9 unchanged sentences

Weighted-average discount rate 3.5 % 3.3 %

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At December 31, 2024, future expected operating lease payments are as follows (in thousands):

13 unchanged sentences

Overdrawn deposit balances of $ 2.5 million and $ 1.8 million were classified as consumer loans at December 31, 2024 and 2023, respectively.

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At December 31, 2024, the scheduled maturities of time deposits were as follows (in thousands):

4 unchanged sentences

(in thousands) 2024 2023

Overnight borrowing at FHLB, fixed rate, as of December 31, 2023 of 5.70 %, payable on January 2, 2024

$ 400,000 $ —

Term borrowing at FHLB, fixed rate, as of December 31, 2023 of 4.75 %, payable on April 8, 2024

Overnight borrowing at FHLB, fixed rate, as of December 31, 2022 of 4.65 %, payable on January 3, 2023

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

Term borrowing at FHLB, fixed rate of 4.75 %, payable on April 8, 2024

Overnight borrowing at FHLB, fixed rate of 5.70 %, payable on January 2, 2024

Other collateralized borrowings, fixed rate, as of December 31, 2024 and 2023 of 0.05 %, payable on January 2, 2025 and January 2, 2024, respectively

3 unchanged sentences

As of December 31, 2024, the Company has pledged as collateral and sold under agreements to repurchase investment securities with fair value of $ 14.6 million under these other collateralized borrowings.

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The Company maintains a collateralized line of credit with the FHLB.

18 unchanged sentences

The related fair value discounts to face value of these Debentures will be amortized over the remaining period in which their values are fully allowed to be included in the Company's capital ratio calculations using the effective interest method.

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The recorded book values of the Debentures issued by the Capital Trusts are reflected as junior subordinated debt in the Company’s consolidated balance sheets.

1 unchanged sentence

The recorded book value of the debentures issued by the Capital Trusts, less the recorded book value of the common stock of the Capital Trusts owned by the Company will continue to qualify as Tier 1 or Tier 2 capital under interim guidance issued by the Board of Governors of the Federal Reserve System until only five years remain until their scheduled maturity.

In connection with the acquisition of Valley Republic Bancorp the Company assumed $ 36.0 million in subordinated capital notes, comprised of $ 16.0 million that matures in 2029 and $ 20.0 million that matures in 2035.

The notes that mature in 2029 provide for quarterly interest payments at a fixed rate of 6.00 % until March 29, 2024 and then will have a floating rate of three month SOFR plus 3.52 % until maturity.

The notes that mature in 2035 provide for quarterly interest payments at a fixed rate of 5.00 % until August 27, 2025 and then will have a floating rate of 90-day average SOFR plus 4.90 % until maturity.

The acquired subordinated capital notes were recorded on the Company’s books at their fair values on the acquisition date.

The related fair value premiums to face value will be amortized over the remaining maturity period using the effective interest method.

The premiums or discount to face value of acquired debt will be amortized or accreted over the remaining maturity period using the effective interest method.

The following table summarizes the terms and recorded balance of each subordinated debenture as of the date indicated (dollars in thousands):

11 unchanged sentences

VRB Subordinated - 6 %

3/29/2029 16,000 Fixed 6.00 % 17,000 17,187

3/29/2029 16,000 3.52 % 9.11 % 16,799 17,000

VRB Subordinated - 5 %

1 unchanged sentence

$ 98,889 $ 101,191 $ 101,099

VRB Subordinated - 5 % matures in 2035 and provides for quarterly interest payments at a fixed rate of 5.00 % until August 27, 2025 and then will have a floating rate of 90-day average SOFR plus 4.90 % until maturity.

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Note 15 – Commitments and Contingencies

17 unchanged sentences

Deposit account overdraft privilege 121,006 121,539

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Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.

18 unchanged sentences

Other Commitments and Contingencies —The Company has entered into employment agreements or change of control agreements with certain officers of the Company providing severance payments and accelerated vesting of benefits under supplemental retirement agreements to the officers in the event of a change in control of the Company and termination for other than cause or after a substantial and material change in the officer’s title, compensation or responsibilities.

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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, which was subsequently disposed.

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 are convertible into Class A common stock at a conversion ratio of 1.5875 per Class B share.

which may be convertible into Class A common stock at a conversion ratio of 1.5430 per Class B-2 share.

As of December 31, 2024, the value of the Class A shares was $ 316.04 per share.

Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $ 5,537,000 as of December 31, 2023, and has not been reflected in the accompanying consolidated financial statements.

Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $ 3.3 million as of December 31, 2024, and has not been reflected in the accompanying consolidated financial statements.

The shares of Visa Class B-2 common stock are restricted and may not be transferred.

1 unchanged sentence

If the funds in the escrow account are insufficient to settle all the covered litigation, Visa may sell additional Class A shares, use the proceeds to settle litigation, and further reduce the conversion ratio.

If funds remain in the escrow account after all litigation is settled, the Class B conversion ratio will be increased to reflect that surplus.

If funds remain in the escrow account after all litigation is settled, the Class B-2 conversion ratio may be increased to reflect that surplus.

Until all U.S.

covered litigation obligations have been satisfied or the Applicable Conversion Rate for the Class B-2 common stock reaches zero, there is no dollar cap on the amount of payments that a participating holder and its guarantors may be obligated to make under its Makewhole Agreement.

Mortgage loans sold to investors may be sold with servicing rights retained, with only the standard legal representations and warranties regarding recourse to the Bank.

11 unchanged sentences

As of December 31, 2024, 830,523 shares remained available for repurchases under the Plan.

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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 withholding taxes on such shares.

During the years ended December 31, 2023, 2022, and 2021, employees tendered 2,506 , 39,447 , and 28,276 shares, respectively, of the Company's common stock in connection with option exercises.

During the years ended December 31, 2024, 2023, and 2022, employees tendered zero , 2,506 , and 39,447 shares, respectively, of the Company's common stock in connection with option exercises.

Employees also tendered 36,549 , 52,437 and 27,840 shares in connection with other share based awards during December 31, 2024, 2023 and 2022, respectively.

4 unchanged sentences

Note 17 – Stock Options and Other Equity-Based Incentive Instruments

In April 2019, the Company’s Board of Directors adopted the TriCo Bancshares 2019 Equity Incentive Plan (2019 Plan) covering officers, employees, directors of, and consultants to, the Company.

The 2019 Plan was approved by the Company’s shareholders in May 2019.

The 2019 Plan allows the Company to issue equity-based incentives representing up to 1,500,000 shares, such as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards (which could either be restricted stock or restricted stock units) (collectively, Awards).

The 2019 Plan contains several enhanced corporate governance provisions, including:

expressly providing that executives’ Awards and cash incentive compensation are subject to TriCo’s potential clawback or recoupment if the Company must restate its financial statements;

generally imposing a one year minimum vesting period on Awards;

generally requiring participants to hold at least 50 % of the shares acquired under an Award for at least one year;

and clarifying that credit for dividends declared on shares of common stock underlying an Award is subject to the same vesting requirements as the common stock underlying the Award.

The number of shares available for issuance under the 2019 Plan will be reduced by:

(i) one share for each share of common stock issued pursuant to a stock option;

(ii) the total number of stock appreciation rights that are exercised, including any shares of common stock underlying such Awards that are not actually issued to the participant as the result of a net settlement;

(iii) two shares for each share of common stock issued pursuant to a performance award, a restricted share Award or an RSU Award and (iv) any shares of common stock used to pay any exercise price or tax withholding obligation with respect to any Award.

When Awards made under the 2019 Plan expire or are forfeited or cancelled, the underlying shares will become available for future Awards under the 2019 Plan.

To the extent that a share of common stock pursuant to an Award that counted as two shares again becomes available for issuance under the 2019 Plan, the number of shares of common stock available for issuance under the 2019 Plan will increase by two shares.

If shares of common stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to the Company at no more than cost, then such shares will again be available for the grant of Awards under the Plan.

Any shares of common stock repurchased by the Company with cash proceeds from the exercise of options will not, however, be added back to the pool of share available for issuance under the 2019 Plan.

Shares awarded and delivered under the 2019 Plan may be authorized but unissued shares or reacquired shares.

Shares tendered to TriCo or withheld from delivery to a participant as payment of the exercise price or in connection with the “net exercise” of a stock option or to satisfy TriCo’s tax withholding obligations will not again become available for future Awards under the 2019 Plan.

As of December 31, 2023, there were no outstanding options for the purchase of common shares and 144,487 RSUs were outstanding.

The number of shares that remain available for issuance is not more than 517,773 , which could decrease based on the level of the Company's future performance and outcome of certain vesting requirements.

The 2019 Plan replaced the TriCo Bancshares 2009 Equity Incentive Plan (2009 Plan), which expired on March 26, 2019.

As a result of its expiration, no further awards may be issued under the 2009 Plan, though all awards under the 2009 Plan that were outstanding as of its expiration continue to be governed by the terms, conditions and procedures set forth in the 2009 Plan and any applicable award agreement.

As of December 31, 2023, 7,500 options for the purchase of common shares remain outstanding under the 2009 Plan.

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.

The Company's 2009 Equity Incentive Plan expired on March 26, 2019.

While no new awards can be granted under the 2019 Plan or 2009 Plan, existing grants continue to be governed by the terms, conditions and procedures set forth in any applicable award agreement.

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Stock option activity is summarized in the following table for the dates indicated:

4 unchanged sentences

Options granted — — —

Options exercised ( 63,325 ) $ 15.34 to $ 19.46

Options exercised ( 8,000 ) $ 19.46

Options forfeited — — —

Outstanding at December 31, 2023

15,500 $ 19.46 to $ 23.21

7,500 $ 23.21

Options granted — — —

2 unchanged sentences

Outstanding at December 31, 2024 — $— $ —

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The following table shows the number, weighted-average exercise price, intrinsic value, and weighted average remaining contractual life of options exercisable, options not yet exercisable and total options outstanding as of December 31, 2023:

Exercisable Currently Not

Exercisable Total

Number of options 7,500 — 7,500

Weighted average exercise price $ 23.21 $ — $ 23.21

Intrinsic value (in thousands) $ 148 $ — $ 148

Weighted average remaining contractual term (yrs.) 0.8 n/a 0.8

All options outstanding as of December 31, 2023 are fully vested.

The Company did not modify any option grants during the three year period ended December 31, 2023.

The Company did not modify any options grants during the three-year period ended December 31, 2024.

The following table shows the total intrinsic value of options exercised, the total fair value of options vested, total compensation costs for options recognized in income, total tax benefit and excess tax benefits recognized in income related to compensation costs for options during the periods indicated:

Year Ended December 31,

2023 2022 2021

(in thousands) 2024 2023 2022

Intrinsic value of options exercised $ 153 $ 134 $ 1,190

22 unchanged sentences

The weighted average fair value and assumptions used to value the PSU awards granted with market-based performance conditions are as follows:

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Performance share fair value $ 20.86 $ 27.73

3 unchanged sentences

Expected dividend yield 3.99 % 3.22 %

The 144,487 of service condition vesting RSUs outstanding as of December 31, 2023 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

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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 152,572 of service condition vesting RSUs outstanding as of December 31, 2024 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.

Additional RSUs credited through dividends are subject to the same vesting requirements as the original grant.

6 unchanged sentences

Year Ended December 31,

2023 2022 2021

(in thousands) 2024 2023 2022

Total compensation costs recognized in income

20 unchanged sentences

Sale of customer checks 1,216 1,383 1,167

Loss on sale of investment securities ( 284 ) — —

Gain (loss) on marketable equity securities 36 ( 340 ) ( 86 )

(Loss) gain on sale of investment securities ( 43 ) ( 284 ) —

(Loss) gain on marketable equity securities 126 36 ( 340 )

Other 961 903 2,448

1 unchanged sentence

Total noninterest income $ 64,407 $ 61,400 $ 63,046

Mortgage banking servicing fee income (expense), net of change in value of mortgage loan servicing rights, totaling $ 1.3 million, $ 2.2 million, and $ 1.0 million were recorded within service charges and fees for the years ended December 31, 2023, 2022, and 2021, respectively.

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Mortgage banking servicing fee income (expense), net of change in value of mortgage loan servicing rights, totaling $ 1.3 million, $ 1.3 million, and $ 2.2 million were recorded within service charges and fees for the years ended December 31, 2024, 2023, and 2022, respectively.

The components of noninterest expense were as follows:

9 unchanged sentences

Equipment 5,424 5,644 5,733

ATM and POS network charges 7,080 6,984 6,040

Merger and acquisition expense — 6,253 1,523

Intangible amortization 4,120 6,118 6,334

Advertising 3,851 3,531 3,694

ATM and POS network charges 7,151 7,080 6,984

Professional fees 6,794 7,358 4,392

Intangible amortization 6,118 6,334 5,464

Telecommunications 2,053 2,547 2,298

Regulatory assessments and insurance 4,951 5,276 3,142

Courier service 1,851 2,013 1,214

Operational losses 2,444 1,000 964

Merger and acquisition expense — — 6,253

Postage 1,329 1,236 1,147

Gain on sale or acquisition of foreclosed assets ( 133 ) ( 481 ) ( 233 )

Loss (gain) on disposal of fixed assets 23 ( 1,070 ) ( 439 )

Operational losses 1,681 2,444 1,000

Courier service 2,119 1,851 2,013

(Gain) loss on sale or acquisition of foreclosed assets ( 73 ) ( 133 ) ( 481 )

(Gain) loss on disposal of fixed assets 19 23 ( 1,070 )

Other miscellaneous expense 16,742 19,344 15,201

2 unchanged sentences

$ 234,105 $ 233,182 $ 216,645

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Note 19 – Income Taxes

13 unchanged sentences

The net change during the year in the deferred tax asset or liability results in a deferred tax expense or benefit.

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The Company recognized, as components of tax expense, tax credits and other tax benefits, and amortization expense relating to our investments in Qualified Affordable Housing Projects as follows for the periods indicated (in thousands):

3 unchanged sentences

Amortization – increase in tax expense $ 10,762 $ 9,092 $ 6,178

The carrying value of Low Income Housing Tax Credit Funds was $ 96.9 and $ 91.0 million as of December 31, 2023 and 2022, respectively.

The carrying value of Low Income Housing Tax Credit Funds was $ 109.1 million and $ 96.9 million as of December 31, 2024 and 2023, respectively.

As of December 31, 2024, the Company has committed to make additional capital contributions to the Low Income Housing Tax Credit Funds in the amount of $ 57.0 million, and these contributions are expected to be made over the next several years.

15 unchanged sentences

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The temporary differences, tax effected, which give rise to the Company’s net deferred tax asset recorded in other assets are as follows for the years indicated (in thousands):

28 unchanged sentences

These tax attribute carryforwards will be subject to provisions of the tax law that limit the use of such losses and credits generated by a company prior to the date certain ownership changes occur.

The amount of the Company’s net operating loss carryforwards that are subject to these limitations as of December 31, 2023 were approximately $ 2.7 million for federal and $ 4.8 million for California.

There were no federal and $ 13.0 million California net operating loss carryforwards subject to these limitations as of December 31, 2024.

The amount of the Company’s tax credits that would be subject to these limitations as of December 31, 2024 are $ 0.3 million and $ 0.6 million for federal and California, respectively.

5 unchanged sentences

Management does not expect the unrecognized tax benefit will materially change in the next 12 months.

During the years ended December 31, 2023 and December 31, 2022 the Company did not recognize any significant amounts related to interest and penalties associated with taxes.

During the years ended December 31, 2024 and 2023 the Company did not recognize any significant amounts related to interest and penalties associated with taxes.

The Company files income tax returns in the U.S.

3 unchanged sentences

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Note 20 – Earnings per Share

14 unchanged sentences

Unrealized holding gains (losses) on available for sale securities before reclassifications $ ( 4,772 ) $ 58,444 $ ( 290,157 )

Amounts reclassified out of accumulated other comprehensive income:

Realized loss (gain) on debt securities 284 — —

Total amounts reclassified out of accumulated other comprehensive income 284 — —

Amounts reclassified out of accumulated other comprehensive loss:

Realized loss on debt securities 2,945 284 —

Total amounts reclassified out of accumulated other comprehensive loss 2,945 284 —

Unrealized holding gains (losses) on available for sale securities after reclassifications ( 1,827 ) 58,728 ( 290,157 )

2 unchanged sentences

Change in unfunded status of the supplemental retirement plans before reclassifications 3,017 81 11,522

Amounts reclassified out of accumulated other comprehensive income:

Amounts reclassified out of accumulated other comprehensive loss:

Amortization of prior service cost — — ( 28 )

Amortization of actuarial losses ( 459 ) ( 455 ) 8

Total amounts reclassified out of accumulated other comprehensive income ( 455 ) ( 20 ) 196

Total amounts reclassified out of accumulated other comprehensive loss ( 459 ) ( 455 ) ( 20 )

Change in unfunded status of the supplemental retirement plans after reclassifications 2,558 ( 374 ) 11,502

17 unchanged sentences

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Note 22 – Retirement Plans

The Company sponsors a 401(k) Plan whereby substantially all employees age 21 and over with 90 days of service may participate.

The Company sponsors a 401(k) Plan whereby substantially all employees aged 21 and over with 90 days of service may participate.

Participants may contribute a portion of their compensation subject to certain limits based on federal tax laws.

The Company provides a discretionary matching contribution equal to 50 % of participant’s elective deferrals, up to 4 % of eligible compensation.

The Company recorded salaries & benefits expense attributable to the 401(k) Plan matching contributions and 401(k) Plan matching contributions for the years ended:

The Company recorded salaries & benefits expense attributable to the 401(k) Plan matching contributions for the years ended:

Year Ended December 31,

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(in thousands) 2024 2023

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The following table sets forth assumptions used in accounting for the plans:

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Note 23 – Related Party Transactions

Certain directors, officers, and companies with which they are associated were customers of, and had banking transactions with, the Company or the Bank in the ordinary course of business.

In the ordinary course of business, the Bank has made loans to certain of its directors and executive officers (and their associated and affiliated companies).

All such loans have been made in accordance with regulatory requirements.

The following table summarizes the activity in these loans for the periods indicated:

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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.

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Additional information regarding mortgage servicing rights can be found in Note 10 in the consolidated financial statements at Item 1 of this report.

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

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

Fair value at December 31, 2024 Total Level 1 Level 2 Level 3

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Note 10 contains additional information regarding mortgage servicing rights.

The following table present quantitative information about recurring Level 3 fair value measurements at December 31, 2023 and 2022:

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The following table present quantitative information about recurring Level 3 fair value measurements at December 31, 2024 and 2023:

December 31, 2024 Fair Value

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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

These adjustments may increase or

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period and cause significant changes to the nature and magnitude of comparable sale adjustments.

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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.

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Capitalization rate Not meaningful;

Real estate owned (Commercial) $ 50 Sales comparison

Real estate owned (Residential) $ 709 Sales comparison

Income approach Adjustment for differences between

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Securities held to maturity 111,866 104,349 133,494 125,126

Restricted equity securities 17,250 n/a 17,250 n/a

Level 3 inputs:

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Junior subordinated debt 101,191 103,630 101,099 95,407

Value Contract

Off-balance sheet:

Level 3 inputs:

Commitments (1) $ 2,225,677 $ 22,257 $ 2,188,560 $ 21,886

Standby letters of credit (1) 38,449 385 26,599 266

Overdraft privilege commitments (1) 121,539 1,215 126,634 1,266

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The methods and assumptions used to estimate the fair value of each class of financial instruments not measured at fair value are as follows:

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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.

Restricted equity securities - Consists of FHLB stock whereby carrying value approximates fair value.

Loans - Loans are generally valued by discounting expected cash flows using market inputs with adjustments based on cohort level assumptions for certain loan types as well as internally developed estimates at a business segment level.

Due to the significance of the unobservable market inputs and assumptions, as well as the absence of a liquid secondary market for most loans, these loans are classified as Level 3.

Due to the significance of the unobservable market inputs and assumptions, as well as the absence of a liquid secondary market for most loans, these loans are classified

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Certain loans are measured based on observable market prices sourced from external data providers and classified as Level 2.

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Junior subordinated debt - The fair value of structured financings was estimated based on a discounted cash flow technique using observable market interest rates adjusted for estimated spreads.

(1) Lending related commitments - The fair value of these commitments, including revolving credit facilities, standby letters of credit and overdrafts are carried at contract value, which approximates fair value but are not actively traded.

These instruments generate fees, which approximate those currently charged to originate similar commitments, which are recognized over the term of the commitment period.

Note 25 – TriCo Bancshares Condensed Financial Statements (Parent Only)

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Preferred stock, no par value:

1,000,000 shares authorized, zero issued and outstanding at December 31, 2023 and 2022

1,000,000 shares authorized;

zero issued and outstanding at December 31, 2024 and 2023, respectively

Common stock, no par value:

authorized 50,000,000 shares;

issued and outstanding 33,268,102 and 33,331,513 shares at December 31, 2023 and 2022, respectively

50,000,000 shares authorized;

issued and outstanding:

32,970,425 and 33,268,102 at December 31, 2024 and 2023, respectively

693,462 697,349

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Total liabilities and shareholders’ equity $ 1,322,951 $ 1,261,720

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Condensed Statements of Income

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Net income $ 114,868 $ 117,390 $ 125,419

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Condensed Statements of Comprehensive Income (Loss)

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Financing activities:

Issuance of common stock through option exercise 156 1,190 144

Exercise of stock options 174 156 1,190

Repurchase of common stock ( 15,544 ) ( 9,240 ) ( 27,148 )

Cash dividends paid — common ( 39,901 ) ( 35,797 ) ( 29,724 )

Dividends paid ( 43,646 ) ( 39,901 ) ( 35,797 )

Net cash used for financing activities ( 59,016 ) ( 48,985 ) ( 61,755 )

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Note 26 – Regulatory Matters

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Note 27 – Segment Information

The Company's reportable segment is determined by the Chief Executive Officer, who is designated the chief operating decision maker, based upon information provided about the Company's products and services offered, primary banking operations.

The segment is also distinguished by the level of information provided to the chief operation decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar.

The chief operating decision maker will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources.

The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets.

The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors.

The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation.

Loans and investments are the primary sources of revenue in the banking operation.

Interest expense on deposits and borrowings, provisions for credit losses, and payroll comprise the significant expenses in the banking operation.

All operations are domestic.

Accounting policies for segments are the same as those described in Note 1.

Segment performance is evaluated using consolidated net income.

Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations of the banking segment totals to the financial statements:

Year Ended December 31,

(in thousands) 2024 2023 2022

Interest income $ 466,638 $ 438,354 $ 355,505

Reconciliation of revenue:

Other revenues 64,407 61,400 63,046

Total consolidated revenues 531,045 499,754 418,551

Interest expense 135,204 81,677 9,529

Segment net interest income and noninterest income 395,841 418,077 409,022

Provision for credit losses 6,632 23,990 18,470

Salaries and benefits expense 140,581 135,795 129,852

Other banking segment items 93,524 97,387 86,793

Provision for income taxes 40,236 43,515 48,488

Segment net income/consolidated net income $ 114,868 $ 117,390 $ 125,419

Reconciliation of assets:

Total assets for reportable segment $ 9,673,728 $ 9,910,089 $ 9,930,986

Other assets — — —

Total consolidated assets $ 9,673,728 $ 9,910,089 $ 9,930,986

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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generally accepted accounting principles and include, as necessary, best estimates and judgments by management.

In addition to management’s assessment, Moss Adams LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2023, and the Company’s effectiveness of internal control over financial reporting as of December 31, 2023, dated February 29, 2024, as stated in its report, which is included herein.

In addition to management’s assessment, Moss Adams LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2024, and the Company’s effectiveness of internal control over financial reporting as of December 31, 2024, dated March 3, 2025, as stated in its report, which is included herein.

/s/ Richard P.

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Executive Vice President and Chief Financial Officer

February 29, 2024

March 3, 2025

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matter

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses - Reasonable and Supportable Qualitative Factors

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Allowance for Credit Losses on Loans - Reasonable and Supportable Qualitative Forecast Factors

As discussed in Note 1 and Note 5 to the consolidated financial statements, the Company’s allowance for credit losses on loans was $125.4 million as of December 31, 2024, and consists of both historical credit loss experience and management’s estimates of current conditions and reasonable and supportable forecasts.

The Company’s allowance for credit losses on loans is a valuation account that is deducted from the amortized cost basis of loans to present the net carrying value at the amount expected to be collected on such loans and is a material and complex estimate requiring significant management judgment in the estimation of expected lifetime losses within the loan portfolio at the balance sheet date.

We identified the auditing of management’s qualitative forecast factors, which are the most significant components of the reasonable and supportable forecast, as a critical audit matter.

In estimating the allowance for credit losses on loans, the Company utilizes relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

Estimation of the lifetime expected credit losses on loans requires significant management judgment, particularly as it relates to the significant forecast components over the forecast period.

The Company’s allowance for credit losses on loans is a valuation account that is deducted from the amortized cost basis of loans to present the net carrying value at the amount expected to be collected on the loans and is a material and complex estimate requiring significant management judgment in the estimation of expected lifetime losses within the loan portfolio at the balance sheet date.

We identified the auditing of certain qualitative forecast factors used by management as a critical audit matter, given their importance in forming a reasonable and supportable forecast.

In estimating the allowance for credit losses on loans, the Company incorporates relevant information, from both internal and external sources, considering past events, current conditions, and reasonable and supportable forecasts.

The estimation of the lifetime expected credit losses on loans requires significant management judgment, especially concerning certain qualitative forecast factors over the forecast period.

Auditing these significant management judgments involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.

The primary procedures we performed to address this critical audit matter included:

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Our audit procedures related to the critical audit matter included the following, among others:

• Testing the design, implementation and operating effectiveness of controls relating to management’s calculation of the allowance for credit losses on loans, including controls over the evaluation of the qualitative forecast factors.

• Evaluating the reasonableness and appropriateness of the estimated qualitative forecast factors utilized by management in forming the reasonable and supportable forecast factors by comparing forecasts to relevant external data, including historical trends.

• Evaluating the reasonableness and appropriateness of certain qualitative forecast factors utilized by management in forming the reasonable and supportable forecast factors by comparing data used in management’s forecasts to relevant external data, including historical trends.

• Testing completeness and accuracy of the data used in the determination of forecast factors within the qualitative allowance for credit losses on loans and testing the mathematical accuracy of the calculation of the qualitative allowance for credit losses on loans.

/s/ Moss Adams LLP

Sacramento, California

February 29, 2024

San Francisco, California

March 3, 2025

We have served as the Company’s auditor since 2018.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data