What changed in this filing

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Item 1. Business

2026-03-02 compared with 2025-03-03 · 81 added, 86 removed, 296 unchanged (36% of the section changed)

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See “Regulation and Supervision.”

In addition, TriCo has five capital trusts, which are all wholly-owned trust subsidiaries formed for the purpose of issuing trust preferred securities (“Trust Preferred Securities”) and lending the proceeds to TriCo.

For more information regarding the trust preferred securities please refer to “Note 14 – Junior Subordinated Debt” to the consolidated financial statements at Part II, Item 8 of this report.

The Company maintains two capital subsidiary business trusts (collectively, the Trusts), both organized by the Company.

For financial reporting purposes, the Company’s remaining investments in the Trusts of $1.2 million are accounted for under the equity method and, accordingly, are not consolidated and are included in other assets on the consolidated balance sheet.

For more information regarding the trust preferred securities please refer to “Note 14 – Junior Subordinated Debt” to the consolidated financial statements within Part II, Item 8 of this report.

Additional Information

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Additional information concerning the Company can be found on our website at www.tcbk.com.

Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports are available free of charge through the investors relations page of our website, www.tcbk.com/about/investor-relations , as soon as reasonably practicable after the Company files these reports with the U.S.

Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports are available free of charge through the investor relations page of our website, www.tcbk.com/about/investor-relations , as soon as reasonably practicable after the Company files these reports with the U.S.

Securities and Exchange Commission (“SEC”).

The information on our website is not part this annual report.

The information on our website is not part of this annual report.

Tri Counties Bank

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Based in Chico, California, the Bank offers an extensive and competitive breadth of consumer, small business and commercial banking services through its network of stand-alone and in-store branches in communities throughout California.

The Bank focuses on relationships and personal contact, emphasizing its Service with Solutions®.

In addition to its California community bank network, the Bank provides advanced online and mobile banking, a shared nationwide network of over 40,000 surcharge-free ATMs, and bankers available by phone 7 days per week.

The Bank provides a breadth of personal, small business and commercial financial services including accepting demand, savings and time deposits and making small business, commercial, real estate, and consumer loans, as well as a range of treasury management services and other customary banking services including safe deposit boxes at some branches.

Brokerage services are provided at the Bank’s offices by Tri Counties Wealth Management Advisors through the Bank’s arrangement with Raymond James Financial Services, Inc., an independent financial services provider and broker-dealer.

Brokerage and wealth management services are provided at the Bank’s offices by Tri Counties Advisors through the Bank’s arrangement with Raymond James Financial Services, Inc., an independent financial services provider and broker-dealer.

The Bank offers a variety of banking and financial services to both personal, small business and commercial customers.

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No single person or group of persons provides a material portion of the Bank’s deposits, the loss of any one or more of which would have a materially adverse effect on the business of the Bank, nor is a material portion of the Bank’s loans concentrated within a single industry or group of related industries.

Acquisition of Valley Republic Bancorp

On March 25, 2022, the Company acquired Valley Republic Bancorp and its subsidiary Valley Republic Bank ("VRB") in a merger transaction in which the Company issued approximately 4.1 million shares of common stock valued at approximately $174.4 million based on the closing stock price of TriCo common stock of $42.48 on March 25, 2022 in addition to approximately $431,000 in cash paid out for settlement of stock option awards.

At the time of the acquisition, VRB merged with and into the Bank.

VRB was headquartered in Bakersfield, California, and operated four branch locations in and around Bakersfield, and a loan production office in Fresno, California.

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Human Capital Resources

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Senior management is responsible for embodying, maintaining, and communicating our culture to employees.

In that regard, our culture is designed to promote our commitment to improving the livelihood of our employees and guides us in making decisions throughout the Company.

In that regard, our culture is designed to promote our commitment to improving

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the livelihood of our employees and guides us in making decisions throughout the Company.

Our culture adheres to TriCo’s values of trust, respect, integrity, communication and opportunity.

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We encourage our team members to share their talents in their communities through volunteer activities in education, economic development, human and health services, and community reinvestment.

During 2024, our team members logged more than 11,000 volunteer hours, supporting more than 350 organizations, and almost 4,700 of those hours were for the benefit of community development efforts to support programs and services to low- or moderate-income communities.

During 2025, our team members logged more than 10,100 volunteer hours, supporting more than 350 organizations, and approximately 4,500 of those hours were for the benefit of community development efforts to support programs and services to low- or moderate-income communities.

We strive to have a workforce that reflects the communities we serve and continue to promote diversity in leadership roles.

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We also increasingly compete with financial technology or “fintech” companies for loans and other financial services customers.

To compete effectively, the Bank relies substantially on local promotional activity, personal contacts by its officers, directors, employees and shareholders, extended hours, personalized service and its reputation in the communities it services.

Regulation and Supervision

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The description is qualified in its entirety by reference to the applicable laws and regulations.

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Regulatory Agencies

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CFPB regulations and guidance apply to all financial institutions, including the Bank.

Banks with $10 billion or more in assets are subject to examination by the CFPB, while banks with less than $10 billion in assets, including the Bank, continue to be examined for compliance with federal consumer laws by their primary federal banking agency.

Banks with $10 billion

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or more in assets are subject to examination by the CFPB, while banks with less than $10 billion in assets, including the Bank, continue to be examined for compliance with federal consumer laws by their primary federal banking agency.

At December 31, 2025, the Company had $9.8 billion in total assets.

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In determining whether to approve a proposed bank acquisition, bank regulators will consider, among other factors, the effect of the acquisition on competition, the public benefits expected to be received from the acquisition, capital adequacy and the acquiring institution’s effectiveness in combating money laundering and its record of addressing the credit needs of the communities it serves, including the needs of low- and moderate-income neighborhoods under the Community Reinvestment Act of 1997, as amended ("CRA").

On July 9, 2021, President Biden issued an Executive Order on Promoting Competition in the American Economy (Executive Order 14036).

Among other initiatives, the Executive Order encouraged the federal banking agencies to review their current merger oversight practices under the BHC Act and the Bank Merger Act and adopt a plan for revitalization of such practices.

There are many steps that must be taken by the agencies before any formal changes to the framework for evaluating bank mergers can be finalized and the prospects for such action are uncertain at this time;

however, the adoption of more expansive or prescriptive standards may have a negative impact on any future acquisition activities.

As of the date of this filing, Executive Order 14036 has not been revoked;

however, it is uncertain how this order will be administered under the Trump Administration.

The standards by which mergers and acquisitions involving depository institutions or bank holding companies are evaluated by regulators continue to evolve.

For example, the DOJ announced in September 2024 its withdrawal from the 1995 Bank Merger Guidelines to assess the competitive effects of bank merger transactions.

Safety and Soundness Standards

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The agencies may elect to initiate enforcement actions in certain cases rather than relying on a plan, particularly where an institution has failed to comply with an acceptable plan or where a failure to meet one or more of the standards could threaten the safe and sound operation of the institution.

In October 2025, the FDIC and Office of the Comptroller of the Currency (“OCC”) issued a proposed rule that would define the term “unsafe or unsound practice” for purposes of their enforcement powers under the Federal Deposit Insurance Act.

The proposed definition would focus on whether the practice is likely to materially harm, or already has materially harmed, the financial condition of an institution.

The FRB has not issued a similar proposal.

Dividends, Distributions and Stock Repurchases

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A California corporation such as TriCo may make a distribution to its shareholders to the extent that either the corporation’s retained earnings meet or exceed the amount of the proposed distribution or the value of the corporation’s assets exceed the amount of its liabilities plus the amount of shareholders preferences, if any, and certain other conditions are met.

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With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements.

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The primary source of funds for payment of dividends by TriCo to its shareholders has been and will be the receipt of dividends.

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(i) retained earnings or (ii) the bank’s net income for its last three fiscal years (less any distributions to shareholders made during such period).

However, with the prior approval of the Commissioner of the DPFI, a bank may pay cash dividends in an amount not to exceed the greatest of the:

However, with the prior approval of the Commissioner of the DFPI, a bank may pay cash dividends in an amount not to exceed the greatest of the:

(1) retained earnings of the bank;

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or (3) net income of the bank for its current fiscal year.

However, if the DPFI finds that the shareholders’ equity of the bank is not adequate or that the payment of a dividend would be unsafe or unsound, the Commissioner may order the bank not to pay a dividend to shareholders.

However, if the DFPI finds that the shareholders’ equity of the bank is not adequate or that the payment of a dividend would be unsafe or unsound, the Commissioner may order the bank not to pay a dividend to shareholders.

In addition, the Bank’s ability to pay dividends may be limited if the Bank fails to maintain an adequate capital conservation buffer.

See “Regulatory Capital Requirements.”

The FRB, FDIC and the DPFI have authority to prohibit a bank holding company or a bank from engaging in practices which are considered to be unsafe and unsound.

The FRB, FDIC and the DFPI have authority to prohibit a bank holding company or a bank from engaging in practices which are considered to be unsafe and unsound.

Depending on the financial condition of TriCo and the Bank and other factors, our regulators could determine that payment of dividends or other payments or stock repurchases by TriCo or the Bank might constitute an unsafe or unsound practice.

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The ratings range from a high of “outstanding” to a low of “substantial noncompliance.” A less than “satisfactory” rating could result in the suspension of any growth of the Bank through acquisitions or opening de novo branches until the rating is improved.

On October 24, 2023, the FRB, OCC and FDIC issued a joint final rule to modernize the CRA regulatory framework.

The final rule is intended, among other things, to adapt to changes in the banking industry, including the expanded role of mobile and online banking, and to tailor performance standards to account for differences in bank size and business models.

The final rule introduces new tests under which the performance of banks with over $2 billion in assets will be assessed.

The new rule also includes data collection and reporting requirements, some of which are applicable only to banks with over $10 billion in assets.

Most provisions of the final rule were to become effective on January 1, 2026, and the data reporting requirements were to become effective on January 1, 2027.

Several banking industry groups filed a lawsuit seeking to invalidate the CRA final rule, in which they argued that the federal banking agencies exceeded their statutory authority in adopting the CRA final rule.

In March 2024, a federal judge granted an injunction to extend the CRA final rule’s effective date, originally set for April 1, 2024.

The effective date will be extended each day the injunction remains in place, pending the resolution of the lawsuit.

In October 2023, the FRB, the FDIC, and the OCC issued a final rule amending the agencies’ CRA regulations.

In July 2025, the federal banking agencies issued a joint Notice of Proposed Rulemaking, which, if finalized, would rescind the 2023 final rule and reinstate the CRA framework that existed prior to the issuance of that rule.

Implementation of the October 2023 final rule, which was subject to an injunction and has not taken effect, would have materially changed the CRA framework, including imposing additional costs and changing how CRA performance would be assessed.

Consumer Protection Laws and Supervision

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• The Home Mortgage Disclosure Act, which includes a “fair lending” aspect, requires the collection and disclosure of data about applicant and borrower characteristics as a way of identifying possible discriminatory lending patterns and enforcing anti-discrimination statutes.

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• The Real Estate Settlement Procedures Act requires lenders to provide borrowers with disclosures regarding the nature and cost of real estate settlements and prohibits certain abusive practices, such as kickbacks, and places limitations on the amount of escrow accounts.

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The CFPB has also taken positions on fair lending, including applying the disparate impact theory in auto financing, which could make it harder for lenders, such as the Bank, to charge different rates or apply different terms to loans to different customers.

The CFPB’ rules and policies have impacted, and will continue to impact, the business practices of mortgage lenders, including the Bank.

In October 2024, the CFPB issued a final rule that requires a provider of payment accounts or products, such as a bank, to make data available to consumers, free upon request, regarding the products or services they obtain from the provider.

Any such data provider is also required to make such data available to third parties, with the consumer’s express authorization and through an interface that satisfies formatting, performance, and security standards, for the purpose of such third parties providing the consumer with financial products or services requested by the consumer.

Data required to be made available under the rule includes transaction information, account balance, account and routing numbers, terms and conditions, upcoming bill information, and certain account verification data.

The final rule is intended to give consumers control over their financial data, including with whom it is shared, and encourage competition in the provision of consumer financial products or services.

Banks with over $10 billion and less than $250 billion in total assets must comply with the new requirements by April 1, 2027.

In December 2024, the CFPB issued a final rule that amends Regulation Z, which implements the Truth in Lending Act, to apply to overdraft credit provided by insured depository institutions with more than $10 billion in total assets.

The final rule is scheduled to go into effect on October 1, 2025.

Under the final rule, covered institutions, including the Bank, would be allowed to choose to offer overdrafts as a courtesy overdraft service or as a line of credit.

If the courtesy overdraft option is chosen, overdrafts would remain exempt from Regulation Z, as long as fees charged are based on the higher of an institutions breakeven point derived from its own costs and losses, or a benchmark fee of $5 established by the CFPB.

If the overdraft line of credit option is chosen, overdrafts would be considered a loan subject to Regulation Z, and therefore, subject to account opening and loan disclosures, required to be held in an account separate from the customer’s checking or transaction account, and may not be conditioned on preauthorized electronic funds transfers.

Several banking industry groups filed a lawsuit seeking to invalidate the final rule, in which they argued that the CFPB exceeded its statutory authority in adopting the final rule.

The court has not yet ruled on the merits of the lawsuit nor granted a preliminary injunction.

We continue to evaluate this rulemaking and assess its potential impact on the Company and the Bank in the event we exceed $10 billion in total assets.

The CFPB’s rules and policies have impacted, and will continue to impact, the business practices of mortgage lenders, including the Bank.

On October 22, 2024, the CFPB finalized a new rule that requires a provider of payment accounts or products, such as a bank, to make data available to consumers upon request regarding the products or services they obtain from the provider.

Any such data provider also has to make such data available to third parties, with the consumer’s express authorization and through an interface that satisfies formatting, performance and security standards, for the purpose of such third parties providing the consumer with financial products or services requested by the consumer.

Data required to be made available under the rule includes transaction information, account balance, account

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and routing numbers, terms and conditions, upcoming bill information, and certain account verification data.

The rule is intended to give consumers control over their financial data, including with whom it is shared, and encourage competition in the provision of consumer financial products or services.

For banks with at least $10 billion and less than $250 billion in total assets, compliance with the rule’s requirements is required beginning on April 1, 2027.

However, the rule is the subject of litigation, which is currently stayed while the CFPB considers revisions to the rule and it is possible the rule will be substantially re-written or rescinded.

During 2025, the CFPB significantly reduced its staff.

The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending the federal circuit court's rehearing of the case.

The impact of these developments on banking organizations subject to CFPB regulation and supervision, including the Company in the event we exceed $10 billion in total assets, is uncertain.

In addition, there is continued uncertainty about the CFPB’s priorities under the current U.S.

administration.

For example, in February 2025, the Acting Director of the CFPB instructed agency staff to pause most activity, including supervision and enforcement.

While it is presently unclear when and to what extent the CFPB will resume its activities, other governmental authorities, including state attorneys general or banking regulators, may seek to increase their regulation, supervision, and enforcement of providers of consumer financial products and services in response to changes at the CFPB.

Moreover, changes at the CFPB may lead to federal legislative efforts to alter the framework for consumer financial services regulation.

We are also subject to certain state consumer protection laws and state attorneys general and other state officials are empowered to enforce certain federal consumer protection laws and regulations.

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For example, the California Consumer Privacy Act ("CCPA"), which became effective on January 1, 2020, applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds.

The CCPA gives consumers the right to request disclosure of information collected about them, and whether that

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information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of the sale of the consumer’s personal information, and the right not to be discriminated against for exercising these rights.

The CCPA gives consumers the right to request disclosure of information collected about them, and whether that information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of the sale of the consumer’s personal information, and the right not to be discriminated against for exercising these rights.

In addition, the California Privacy Rights Act (“CPRA”), which took effect on January 1, 2023, significantly modified the CCPA, including imposing additional obligations on covered companies and expanding California consumers’ rights with respect to certain sensitive personal information.

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The federal banking regulators regularly issue new guidance and standards, and update existing guidance and standards, regarding cybersecurity intended to enhance cyber risk management among financial institutions.

Financial institutions are expected to comply with such guidance and standards and to accordingly develop appropriate security controls and risk management processes.

Financial institutions are expected to comply with

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such guidance and standards and to accordingly develop appropriate security controls and risk management processes.

If we fail to observe such regulatory guidance or standards, we could be subject to various regulatory sanctions, including financial penalties.

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If the Company or its service providers fail to comply with applicable regulations and contractual requirements, we could be exposed to lawsuits, governmental proceedings or the imposition of fines, among other consequences.

as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers.

Risks and exposures related to cybersecurity attacks, including litigation and enforcement risks, are expected to be elevated for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers.

See "Item 1A.

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banking organizations known as Basel III.

Basel III defines several measures of capital and establishes capital ratios based on a banking organizations levels of capital relative to risk-weighted assets.

Basel III defines several measures of capital and establishes capital ratios based on a banking organization's levels of capital relative to risk-weighted assets.

The risk-weighting of the asset depends on the nature of the asset but generally ranges from 0% for U.S.

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(3) Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk‑weighted assets of 8%;

and (4) a leverage ratio (Tier 1

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capital to average consolidated assets as reported on regulatory financial statements) of 4.0%.

and (4) a leverage ratio (Tier 1 capital to average consolidated assets as reported on regulatory financial statements) of 4.0%.

The Basel III capital framework includes a “capital conservation buffer” of 2.5%, composed entirely of CET1, on top of the minimum risk‑weighted asset ratios.

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An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters.

Institutions classified in one of the three undercapitalized categories are subject to certain mandatory and discretionary supervisory actions, which include increased monitoring and review, implementation of capital restoration plans, asset growth restrictions, limitations upon expansion and new business activities, requirements to augment capital, restrictions upon deposit gathering and interest rates, replacement of senior executive officers and directors, and requiring divestiture or sale of the institution.

Institutions classified in one of the three undercapitalized categories are

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subject to certain mandatory and discretionary supervisory actions, which include increased monitoring and review, implementation of capital restoration plans, asset growth restrictions, limitations upon expansion and new business activities, requirements to augment capital, restrictions upon deposit gathering and interest rates, replacement of senior executive officers and directors, and requiring divestiture or sale of the institution.

The Bank’s capital levels have exceeded the minimums necessary to be considered well capitalized under the current regulatory framework for prompt corrective action since adoption.

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An institution’s risk classification is assigned based on a combination of its financial ratios and supervisory ratings, reflecting, among other things, its capital levels and the level of supervisory concern that the institution poses to the regulators.

Deposit insurance assessments are also affected by the minimum reserve ratio with respect to the DIF.

The Dodd-Frank Act increased the DIF’s minimum reserve ratio to 1.35% of the estimated amount of total insured deposits.

In addition, the FDIC can impose special assessments in certain instances.

In October 2022, the FDIC adopted a final rule to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, beginning with the first quarterly assessment period of 2023.

The increased assessment was expected to improve the likelihood that the DIF reserve ratio would reach the statutory minimum of 1.35% by the statutory deadline prescribed under the FDIC’s amended restoration plan.

In November 2023, the FDIC issued a final rule to implement a special assessment to recover losses to the DIF incurred as a result of bank failures earlier that year and the FDIC's use of the systemic risk exception to cover certain deposits that were otherwise uninsured.

The special assessment was based on estimated uninsured deposits as of December 31, 2022 (excluding the first $5.0 billion of deposits at an institution) and was assessed at a quarterly rate of 3.36 basis points over eight quarterly assessment periods, beginning in the first quarter of 2024.

In June 2024, due to the increased estimate of losses, the FDIC announced that it projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.

In December 2025, the FDIC reduced the rate at which the assessment is collected for the eighth quarter of the collection period, with an invoice payment date of March 30, 2026, from 3.36 basis points to 2.97 basis points.

The Bank’s uninsured deposits were below the threshold and therefore is not required to pay the special assessment.

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The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices that pose a risk to the DIF or that may prejudice the interest of the bank’s depositors.

The termination of deposit insurance for the Bank would also result in the revocation of the Bank’s charter by the DPFI.

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The termination of deposit insurance for the Bank would also result in the revocation of the Bank’s charter by the DFPI.

Depositor Preference

and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution.

The FDIA provides that, in the event of the "liquidation or other resolution" of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution.

If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including depositors whose deposits are payable only outside of the United States and the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution.

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Bank Secrecy Act / Anti-Money Laundering

The Bank Secrecy Act of 1970 and the USA Patriot Act of 2001 require financial institutions to develop policies, procedures, and practices to prevent and deter money laundering ("BSA/AML"), and mandate that every bank have a written, board-approved program that is reasonably designed to assure and monitor compliance with the BSA/AML laws.

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designed to assure and monitor compliance with the BSA/AML laws.

The program must, at a minimum:

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(3) designate an individual responsible for coordinating and monitoring day-to-day compliance;

and (4) provide training fo r appropriate personnel.

In addition, banks are required to adopt a customer identification program, performing ongoing customer due diligence to understand the nature and purpose of customer relationships for the purpose of developing customer risk profiles and file reports regarding known or suspected violations of federal law or suspicious transactions.

and (4) provide training for appropriate personnel.

In addition, banks are required to adopt a customer identification program, performing ongoing customer due diligence to understand the nature and purpose of customer relationships for the purpose of developing customer risk profiles and filing reports regarding known or suspected violations of federal law or suspicious transactions.

On December 3, 2019, three federal banking agencies and the Financial Crimes Enforcement Network (“FinCEN”) issued a joint statement clarifying the compliance procedures and reporting requirements that banks must file for customers engaged in the growth or cultivation of hemp, including a clear statement that banks need not file a SAR on customers engaged in the growth or cultivation of hemp in accordance with applicable laws and regulations.

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Regulation W requires that certain transactions between the Bank and its affiliates, including its holding company, be on terms substantially the same, or at least as favorable to the Bank, as those prevailing at the time for comparable transactions with or involving non-affiliated companies or, in the absence of comparable transactions, on terms and under circumstances, including credit standards, that in good faith would be offered to or would apply to non-affiliated companies.

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Source of Strength Doctrine

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The extent to which any such proposed changes in permissible interchange fees will impact our future revenues is currently uncertain.

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Effective July 1, 2023, debit card issuers are required to enable all debit card transactions, including card-not-present transactions such as online payments, to be processed on at least two unaffiliated payment card networks.

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In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements.

The agencies have not yet finalized these rules.

The agencies have not yet finalized these rules and the current administration has indicated its intention to abandon any reproposal.

Pursuant to the Dodd-Frank Act, in 2023, effective October 2, 2023, the Nasdaq Stock Market adopted a rule requiring listed companies to adopt policies to recover or "clawback" excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding the date the listed company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

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In addition, several states, including California, have enacted or proposed statutes or regulations addressing climate change and other ESG issues, while other states have enacted or proposed “anti-ESG” statutes or regulations.

Conversely, President Trump has issued a number of executive orders in 2025 that specifically target federal climate and ESG initiatives and the federal executive branch's retreat from ESG regulatory expectations.

It is uncertain how these conflicting positions will impact our business.

On March 6, 2024, the SEC adopted rules creating a detailed and extensive special disclosure regime about climate risks for issuing and reporting companies.

Various states and private parties have challenged the rules.The litigation was consolidated in the U.S.

Eighth Circuit Court of Appeals, and the SEC previously stayed effectiveness of the rules pending completion of that litigation.

Furthermore, the SEC notified the court that the SEC would cease its involvement in the defense of the rule, leaving it uncertain as to whether it will become effective.

In California, the Climate Corporate Data and Accountability Act (“CCDAA”) requires both public and private U.S.

businesses with revenues greater than $1 billion doing business in California to report their greenhouse gas emissions including scopes 1, 2, and 3 beginning in 2026 (for 2025 data) and also requires reporting companies to get third-party assurance of their reports.

The Climate-Related Financial Risk Act

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mandates U.S.

The Climate-Related Financial Risk Act (SB 261) mandates U.S.

businesses with annual revenues over $500 million doing business in California to bi-annually disclose climate-related financial risks and their mitigation strategies beginning January 1, 2026.

However, on November 18, 2025, the United States Court of Appeals for the Ninth Circuit granted an injunction halting enforcement of SB 261, pending resolution of a constitutional challenge.

On January 9, 2026, a three-judge panel for the Ninth Circuit heard oral arguments relating to the challenges of SB 253 and SB 261.

As of the date of this document, the panel did not issue a decision during the hearing.

If the injunction is lifted, the Company could be subject to compliance with SB 261.

Disclosure requirements imposed by different regulators may not always be uniform, which may result in increased complexity, and cost, for compliance.

Additionally, many of our suppliers and business partners may be subject to similar requirements, which may augment or create additional risks, including risks that may not be known to us.

Although these new disclosure rules do not apply to a banking organization of our size, as the Company continues to grow and expand the scope of our operations, our regulators generally will expect us to enhance our internal control programs and processes, including with respect to risk management and stress testing under a variety of adverse scenarios and related capital planning.

As the Company continues to grow and expand the scope of our operations, our regulators generally will expect us to enhance our internal control programs and processes, including with respect to risk management and stress testing under a variety of adverse scenarios and related capital planning.

In the event the federal banking agencies were to expand the scope of coverage of the new climate risk guidelines to institutions of our size or promulgate new regulations or supervisory guidance applicable to the Company, we would expect to experience increased compliance costs and other compliance-related risks.

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Impact of Monetary Policies

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President Trump has issued many executive orders that could impact our operations.

We are evaluating the orders to determine if any would have material impact on our financial condition or results of operations.

For example, in August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations, or political views.

The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.

We are evaluating this order and others to determine if any would have material impact on our financial condition or results of operations.

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 1. Business