What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-29 · 32 added, 23 removed, 117 unchanged (32% of the section changed)

12 unchanged sentences

110 TriCo Bancshares 2024 10-K

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

6 unchanged sentences

be issued upon exercise

of outstanding options,

options, warrants and rights (b) Weighted average

of outstanding options, warrants and rights (b) Weighted average

exercise price of

14 unchanged sentences

111 TriCo Bancshares 2024 10-K

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

14 unchanged sentences

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).

TriCo’s 2009 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form 8-K filed April 3, 2013).

Amended and Restated Employment Agreement between TriCo, Tri Counties Savings Bank and Richard Smith dated as of April 12, 2021 (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed April 13, 2021).

2 unchanged sentences

2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors effective January 1, 2005 (incorporated by reference to Exhibit 10.11 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).

The Restated 2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors (Effective January 1, 2021).

Tri Counties Bank Executive Deferred Compensation Plan restated April 1, 1992, and January 1, 2005 (incorporated by reference to Exhibit 10.9 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).

Tri Counties Bank Supplemental Retirement Plan for Directors dated September 1, 1987, as restated January 1, 2001, and amended and restated January 1, 2004 (incorporated by reference to Exhibit 10.12 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).

3 unchanged sentences

Form of Joint Beneficiary Agreement effective March 31, 2003 between Tri Counties Bank and each of Craig Carney and Richard Smith (incorporated by reference to Exhibit 10.14 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

111 TriCo Bancshares 2023 10-K

Form of Joint Beneficiary Agreement effective March 31, 2003 between Tri Counties Bank and each of Don Amaral, Craig Compton, John Hasbrook, and Michael Koehnen (incorporated by reference to Exhibit 10.15 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

112 TriCo Bancshares 2024 10-K

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Form of Tri Counties Bank Executive Long Term Care Agreement effective June 10, 2003 between Tri Counties Bank and Craig Carney (incorporated by reference to Exhibit 10.16 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

Form of Tri Counties Bank Director Long Term Care Agreement effective June 10, 2003 between Tri Counties Bank and each of Don Amaral, Craig Compton, John Hasbrook, and Michael Koehnen (incorporated by reference to Exhibit 10.17 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

Form of Tri Counties Bank Director Long Term Care Agreement effective June 10, 2003 between Tri Counties Bank and each of John Hasbrook, and Michael Koehnen (incorporated by reference to Exhibit 10.17 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

Form of Indemnification Agreement between TriCo and its directors and executive officers (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed September 10, 2013).

Form of Indemnification Agreement between Tri Counties Bank and its directors and executive officers.

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).

(incorporated by reference to Exhibit 10.2 to TriCo's current report on Form 8-K filed September 10, 2013).

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).

1 unchanged sentence

Form of Restricted Stock Unit Agreement and Grant Notice for Employees pursuant to TriCo's 2019 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 of TriCo's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

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 Performance Award Agreement and Grant Notice for Employees 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 (incorporated by reference to Exhibit 10.26 of TriCo's Annual Report on Form 10-K for the year ended December 31, 2023).

6 unchanged sentences

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

TriCo 2024 Equity Incentive Plan

Form of Restricted Stock Unit Agreement and Grant Notice for Non-Executives pursuant to TriCo’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025)

Form of Restricted Stock Unit Agreement and Grant Notice for Executives pursuant to TriCo’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025)

Form of Performance Award Agreement and Grant Notice for Non-Executives pursuant to TriCo’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025)

Form of Performance Award Agreement and Grant Notice for Executives pursuant to TriCo’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025)

TriCo Insider Trading Policy

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).

4 unchanged sentences

Section 1350 Certification of CFO**

TriCo Compensation Clawback Policy

TriCo Compensation Clawback Policy (incorporated by reference exhibit 97.1 of TriCo's Annual Report on Form 10-K for the year ended December 31, 2023).

101.INS Inline XBRL Instance Document

3 unchanged sentences

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

113 TriCo Bancshares 2024 10-K

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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

6 unchanged sentences

See Item 15(a)(2) above.

112 TriCo Bancshares 2023 10-K

FORM 10-K SUMMARY

114 TriCo Bancshares 2024 10-K

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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.

February 29, 2024 TRICO BANCSHARES

March 3, 2025 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.

February 29, 2024 /s/ Richard P.

March 3, 2025 /s/ Richard P.

Smith, Chairman of the Board, President, Chief Executive

Officer and Director (Principal Executive Officer)

February 29, 2024 /s/ Peter G.

March 3, 2025 /s/ Peter G.

Wiese, Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

February 29, 2024 /s/ Kirsten E.

March 3, 2025 /s/ Kirsten E.

Garen, Director

February 29, 2024 /s/ Cory W.

March 3, 2025 /s/ Cory W.

Giese, Independent Lead Director

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

March 3, 2025 /s/ John S.A.

Hasbrook, Director

February 29, 2024 /s/ Margaret L.

March 3, 2025 /s/ Margaret L.

Kane, Director

February 29, 2024 /s/ Michael W.

March 3, 2025 /s/ Michael W.

Koehnen, Director

February 29, 2024 /s/ Anthony L.

March 3, 2025 /s/ Anthony L.

Leggio, Director

February 29, 2024 /s/ Martin A.

March 3, 2025 /s/ Martin A.

Mariani, Director

February 29, 2024 /s/ Thomas C.

March 3, 2025 /s/ Thomas C.

McGraw, Director

February 29, 2024 /s/ Kimberley H.

March 3, 2025 /s/ Kimberley H.

Vogel, Director

February 29, 2024 /s/ Jon Y.

March 3, 2025 /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