What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-03 · 264 added, 413 removed, 1872 unchanged (27% of the section changed)

3 unchanged sentences

Consolidated Statements of Income for the years ended December 31, 2025 , 2024 , and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 , 2024 , and 2023

2 unchanged sentences

Management’s Report on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm ( Moss Adams LLP , San Francisco, California , PCAOB ID:

Report of Independent Registered Public Accounting Firm ( Baker Tilly US, LLP , San Francisco, California , PCAOB ID:

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TRICO BANCSHARES

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zero issued and outstanding at December 31, 2025 and 2024, respectively

Common stock, 0 par value:

Common stock, zero par value:

50,000,000 shares authorized;

8 unchanged sentences

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TRICO BANCSHARES

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Diluted $ 3.70 $ 3.46 $ 3.52

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

2 unchanged sentences

Net income $ 121,558 $ 114,868 $ 117,390

Other comprehensive income (loss), net of tax:

Other comprehensive income, net of tax:

Unrealized gains (losses) on available for sale securities arising during the period, after reclassifications 57,876 ( 1,286 ) 41,365

1 unchanged sentence

Change in joint beneficiary agreement liability ( 50 ) 192 ( 366 )

Other comprehensive income (loss) 707 40,736 ( 194,886 )

Comprehensive income (loss) $ 115,575 $ 158,126 $ ( 69,467 )

Other comprehensive income 57,857 707 40,736

Comprehensive income $ 179,415 $ 115,575 $ 158,126

The accompanying notes are an integral part of these consolidated financial statements.

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TRICO BANCSHARES

7 unchanged sentences

Net income 117,390 117,390

Other comprehensive income (loss) ( 194,886 ) ( 194,886 )

Other comprehensive income 40,736 40,736

Service condition RSU vesting 2,806 2,806

3 unchanged sentences

Stock options exercised 8,000 156 156

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

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

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

Dividends paid ($ 1.20 per share)

2 unchanged sentences

Net income 114,868 114,868

Other comprehensive income (loss) 40,736 40,736

Other comprehensive income 707 707

Service condition RSU vesting 3,224 3,224

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Stock options exercised 7,500 174 174

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

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

Dividends paid ($ 1.32 per share)

2 unchanged sentences

Net income 121,558 121,558

Other comprehensive income (loss) 707 707

Other comprehensive income 57,857 57,857

Service condition RSU vesting 3,375 3,375

3 unchanged sentences

Stock options exercised —

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

Repurchase of common stock, net ( 752,443 ) ( 15,857 ) ( 16,190 ) ( 32,047 )

Dividends paid ($ 1.38 per share)

3 unchanged sentences

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Change in fair market value of mortgage servicing rights 560 480 506

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

Deferred income tax expense ( 646 ) ( 2,399 ) ( 8,022 )

Gain on extinguishment of junior subordinated debt ( 2,504 ) — —

Loss (gain) on sale of real estate owned, net 253 8 ( 18 )

Deferred income tax benefit (expense) 2,545 ( 646 ) ( 2,399 )

Gain on transfer of loans to real estate owned — ( 81 ) ( 114 )

Operating lease payments ( 6,185 ) ( 6,170 ) ( 6,378 )

Loss (gain) on disposal of fixed assets 19 23 ( 1,070 )

Loss on disposal of fixed assets 117 19 23

Increase in cash value of life insurance ( 3,395 ) ( 3,257 ) ( 3,150 )

Gain on life insurance death benefit ( 1,219 ) — —

(Gain) loss on marketable equity securities ( 40 ) ( 36 ) 340

Gain on marketable equity securities ( 83 ) ( 40 ) ( 36 )

Equity compensation vesting expense 4,757 4,666 4,125

Change in value of other real estate 323 797 113

Change in fair value of other real estate 3 323 797

Amortization of operating lease right of use asset 6,050 5,950 6,364

4 unchanged sentences

Investing activities:

Cash acquired in acquisition;

net of consideration paid — — 426,883

Maturities and principal repayments of securities available for sale 318,597 401,384 321,738

5 unchanged sentences

Proceeds from sale of real estate owned 2,594 351 224

Proceeds from sale of premises and equipment — — 6,690

Purchases of premises and equipment ( 5,362 ) ( 4,557 ) ( 4,886 )

4 unchanged sentences

Net change in other borrowings ( 77,897 ) ( 542,972 ) 367,977

Repayment of junior subordinated debt ( 59,953 ) — —

Repurchase of common stock, net ( 32,047 ) ( 15,544 ) ( 9,240 )

1 unchanged sentence

Exercise of stock options — 174 156

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

Net cash provided by (used in) financing activities ( 38,603 ) ( 348,450 ) ( 175,983 )

Net change in cash and cash equivalents 12,058 46,255 ( 8,529 )

11 unchanged sentences

Obligations incurred in conjunction with leased assets $ 6,894 $ 2,226 $ 4,300

Business combination (1)

(1) In the year ended 2022, the VRB acquisition included fair value tangible assets acquired of $ 1.37 billion, liabilities assumed of $ 1.28 billion, resulting in goodwill of $ 0.09 billion.

The accompanying notes are an integral part of these consolidated financial statements.

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TRICO BANCSHARES

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The Bank is a California-chartered bank that is engaged in the general commercial and retail banking business in 31 California counties.

The Company has five capital subsidiary business trusts (collectively, the “Capital Trusts”) that issued trust preferred securities, including two organized by the Company and three obtained through acquisition.

The consolidated financial statements are prepared in accordance with accounting policies generally accepted in the United States of America and general practices in the banking industry.

2 unchanged sentences

All inter-company accounts and transactions have been eliminated in consolidation.

For financial reporting purposes, the Company’s investments in the Capital Trusts of $ 1.8 million are accounted for under the equity method and, accordingly, are included in other assets on the consolidated balance sheets.

The subordinated debentures issued and guaranteed by the Company and held by the Capital Trusts are reflected as debt on the Company’s consolidated balance sheets.

The Company has two capital subsidiary business trusts (collectively, the Trusts) organized by the Company that issued trust preferred securities.

For financial reporting purposes, the Company’s investments in the Trusts of $ 1.2 million are accounted for under the equity method and, accordingly, are included in other assets on the consolidated balance sheets.

The subordinated debentures issued and guaranteed by the Company and held by the Trusts are reflected as debt on the Company’s consolidated balance sheets.

Use of Estimates in the Preparation of Financial Statements

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The Company grants agribusiness, commercial, consumer, and residential loans to customers located throughout California.

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

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

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.

5 unchanged sentences

and southern California as that area of the state south of Bakersfield and San Luis Obispo.

Business Combinations

The Company accounts for acquisitions of businesses using the acquisition method of accounting.

Under the acquisition method, assets acquired and liabilities assumed are recorded at their estimated fair values at the date of acquisition.

Management utilizes various valuation techniques including discounted cash flow analyses to determine these fair values.

Any excess of the purchase price over amounts allocated to the acquired assets, including identifiable intangible assets, and liabilities assumed is recorded as goodwill.

Cash and Cash Equivalents

3 unchanged sentences

Non-marketable and other equity securities include qualified public welfare investments and venture capital/private equity funds.

Our accounting for investments in non-marketable and other equity securities depends on several factors, including the level of ownership, power to control and the legal structure of the subsidiary making the investment.

The Company's accounting for investments in non-marketable and other equity securities depends on several factors, including the level of ownership, power to control and the legal structure of the subsidiary making the investment.

We base our accounting for such securities on:

1 unchanged sentence

During the twelve months ended December 31, 2025, 2024 and 2023, the Company recognized an insignificant amount of earnings and losses in the consolidated statements of net income related to changes in the fair value of non-marketable and other equity securities.

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Debt Securities

5 unchanged sentences

All other securities not included in trading or held to maturity are classified as available for sale.

AFS securities are recorded at fair value.

AFS securities are

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recorded at fair value.

Unrealized gains and losses, net of the related tax effect, on available for sale securities are reported as a separate component of other accumulated comprehensive income in shareholders’ equity until realized.

3 unchanged sentences

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

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

The Company did not have a significant level of debt securities classified as trading during the three-year period ended December 31, 2025.

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.

2 unchanged sentences

There was no accrued interest related to debt securities reversed against interest income for the years ended December 31, 2025, 2024 or 2023.

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.

Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes.

Credit-related impairment is recognized as an allowance for credit losses on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings.

Both the allowance for credit losses and the adjustment to net income may be reversed if conditions change.

However, if the Company intends to sell an impaired available for sale debt security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount is recognized in earnings with a corresponding adjustment to the security's amortized cost basis.

In evaluating available for sale debt securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers' financial condition, among other factors.

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense.

Losses are charged against the ACL when management believes the uncollectability of an available for sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

No security credit losses were recognized during the years ended December 31, 2024, 2023 or 2022.

For HTM debt securities, the Company measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type, then further disaggregated by sector and bond rating.

Accrued interest receivable on held-to-maturity (HTM) debt securities is excluded from the estimate of credit losses.

The estimate of expected credit losses considers historical credit loss information that is adjusted for current condition and reasonable and supportable forecasts based on current and expected changes in credit ratings and default rates.

Based on the implied guarantees of the U.

Government or its agencies related to certain of these HTM investment securities, and the absence of any historical or expected losses, substantially all qualify for a zero loss assumption.

Management has separately evaluated its HTM investment securities from obligations of state and political subdivisions utilizing the historical loss data represented by similar securities over a period of time spanning nearly 50 years.

As a result of this evaluation, management determined that the expected credit losses associated with these securities is not significant for financial reporting purposes and therefore, no allowance for credit losses has been recognized during the years ended December 31, 2024, 2023 or 2022.

Restricted Equity Securities

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Both cash and stock dividends are reported as income when received.

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Loans Held for Sale

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Accrued interest receivable is not included in the calculation of the allowance for credit losses.

Allowance for Credit Losses - Loans

The Company measures credit losses under ASU 2016-03 Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments , which replaced the incurred loss methodology, and is referred to as the current expected credit loss (CECL) methodology.

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized costs, including loan receivables and held-to-maturity debt securities.

The allowance for credit losses (ACL) is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans.

Allowance for Credit Losses

The Company performs an ACL evaluation on its loan and lease portfolio and its HTM and AFS securities portfolios.

The ACL on loan and lease portfolio and HTM securities are provided through an expected loss methodology referred to as CECL methodology.

The ACL on AFS securities is provided when a credit loss is deemed to have occurred for securities which the Company does not intend to sell or is not required to sell.

The CECL methodology also applies to credit exposures on off-balance-sheet loan commitments.

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The ACL is a valuation account that is deducted from the loan's amortized cost basis to present the net amount expected to be collected on the loans.

Loans are charged off against the allowance when management believes the recorded loan balance is confirmed as uncollectible.

1 unchanged sentence

Regardless of the determination that a charge-off is appropriate for financial accounting purposes, the Company manages its loan portfolio by continually monitoring, where possible, a borrower's ability to pay through the collection of financial information, delinquency status, borrower discussion and the encouragement to repay in accordance with the original contract or modified terms, if appropriate.

Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist.

Historical credit loss experience provides the basis for the estimation of expected credit losses, which captures loan balances as of a point in time to form a cohort, then tracks the respective losses generated by that cohort of loans over the remaining life.

The Company identified and accumulated loan cohort historical loss data beginning with the fourth quarter of 2008 and through the current period.

In situations where the Company's actual loss history was not statistically relevant, the loss history of peers, defined as financial institutions with assets greater than three billion and less than ten billion, were utilized to create a minimum loss rate.

Adjustments to historical loss information are made for differences in relevant current loan-specific risk characteristics, such as historical timing of losses relative to the loan origination.

In its loss forecasting framework, the Company incorporates forward-looking information through the use of macroeconomic scenarios applied over the forecasted life of the assets.

These macroeconomic scenarios incorporate variables that have historically been key drivers of increases and decreases in credit losses.

These variables include, but are not limited to changes in environmental conditions, such as California unemployment rates, household debt levels, and the pace of change in corporate bond yields.

The Company also considers macroeconomic forecasts to estimate the ACL.

A loan is considered to be collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral.

The ACL on collateral dependent loans is measured using the fair value of the underlying collateral, adjusted for costs to sell when applicable, less the amortized cost basis of the financial asset.

If the value of underlying collateral is determined to be less than the recorded amount of the loan, a charge-off will be taken.

PCD assets are assets acquired at a discount that is due, in part, to credit quality deterioration since origination which may be determined through observation of missed payments, downgrade in risk rating, deterioration of a borrower's financial trends or other observable factors including subjectivity utilized by management.

PCD assets are initially recorded at fair value, by taking the sum of the present value of expected future cash flows and an allowance for credit losses, at acquisition.

The allowance for credit losses for PCD assets is recorded through a gross-up of reserves on the consolidated balance sheets, while the allowance for acquired non-PCD assets, such as loans, is recorded through the provision for credit losses on the consolidated statements of income, consistent with originated loans.

Subsequent to acquisition, the allowance for credit losses for PCD loans will generally follow the same forward-looking estimation, provision, and charge-off process as non-PCD acquired and originated loans.

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

The ACL consists of two primary components:

(1) the determination of an ACL for loans that are individually identified and analyzed and (2) establishment of an ACL for loans collectively analyzed.

To determine the collectively analyzed portion of the ACL, the Company identified various portfolio segments based on loan attributes such as, but not limited to;

collateral type and loan purpose or use, to ensure loans with similar risk characteristics are measured on a collective basis.

The Company utilizes three different loss model configurations and assigned each of the portfolio segments to one of the three loss model configurations.

Historical credit loss experience for financial institutions nationwide, paired with relevant forecasts of macroeconomic conditions, forms the basis for the estimate of expected credit losses amongst the collectively analyzed loan portfolio.

Further, each of the three loss model configurations utilized by the Company incorporate unique inputs, such as the following:

(1) Commercial Real Estate :

• Commercial real estate - Non-owner occupied:

These commercial properties typically consist of buildings which are leased to others for their use and rely on rents as the primary source of repayment.

Property types are predominantly office, retail, or light industrial but the portfolio also has some special use properties.

As such, the risk of loss associated with these properties is primarily driven by general economic changes or changes in regional economies and the impact of such on a tenant’s ability to pay.

Ultimately this can affect occupancy, rental rates, or both.

Additional risk of loss can come from new construction resulting in oversupply, the costs to hold or operate the property, or changes in interest rates.

The terms on these loans at origination typically have maturities from five to ten years with amortization periods from fifteen to thirty years .

• Commercial real estate - Owner occupied:

These credits are primarily susceptible to changes in the financial condition of the business operated by the property owner.

This may be driven by changes in, among other things, industry challenges, factors unique to the operating geography of the borrower, change in the individual fortunes of the business owner, general economic conditions and changes in business cycles.

When default is driven by issues related specifically to the business owner, collateral values tend to provide better repayment support and may result in little or no loss.

Alternatively, when default is driven more by general economic conditions, the underlying collateral may have devalued more and thus result in larger losses in the event of default.

The terms on these loans at origination typically have maturities from five to ten years with amortization periods from fifteen to thirty years .

• Multifamily:

These commercial properties are generally comprised of more than four rentable units, such as apartment buildings, with each unit intended to be occupied as the primary residence for one or more persons.

Multifamily properties are also subject to changes in general or regional economic conditions, such as unemployment, ultimately resulting in increased vacancy rates or reduced rents or both.

In addition, new construction can create an oversupply condition and market competition resulting in increased vacancy, reduced market rents, or both.

Due to the nature of their use and the greater likelihood of tenant turnover, the management of these properties is more intensive and therefore is more critical to the preclusion of loss.

While the Company has few loans that were originated for the purpose of the acquisition of these commercial properties, loans secured by farmland represent unique risks that are associated with the operation of an agricultural businesses.

The valuation of farmland can vary greatly over time based on the property's access to resources including but not limited to water, crop prices, foreign exchange rates, government regulation or restrictions, and the nature of ongoing capital investment needed to maintain the quality of the property.

Loans secured by farmland typically represent less risk to the Company than other agriculture loans as the real estate typically provides greater support in the event of default or need for longer term repayment.

Consumer loans :

• SFR 1-4 1st DT Liens:

The most significant drivers of potential loss within the Company's residential real estate portfolio relate general, regional, or individual changes in economic conditions and their effect on employment and borrowers cash flow.

Risk in this portfolio is best measured by changes in borrower credit score and loan-to-value.

Loss estimates are based on the general movement in credit score, economic outlook and its effects on employment and the value of homes and the Bank’s historical loss experience adjusted to reflect the economic outlook and the unemployment rate.

• SFR HELOCs and Junior Liens:

Similar to residential real estate term loans, HELOCs and junior liens performance is also primarily driven by borrower cash flows based on employment status.

However, HELOCs carry additional risks associated with the fact that most of these loans are secured by a deed of trust in a position that is junior to the primary lien holder.

Furthermore, the risk that as the borrower's financial strength deteriorates, the outstanding balance on these credit lines may increase as they may only be canceled by the Company if certain limited criteria are met.

In addition to the allowance for credit losses maintained as a percent of the outstanding loan balance, the Company maintains additional reserves for the unfunded portion of the HELOC.

The majority of these consumer loans are secured by automobiles, with the remainder primarily unsecured revolving debt (credit cards).

These loans are susceptible to three primary risks;

non-payment due to income loss, over-extension of credit and, when the borrower is unable to pay, shortfall in collateral value, if any.

Typically, non-payment is due to loss of job and will follow general economic trends in the marketplace driven primarily by rises in the unemployment rate.

Loss of collateral value can be due to market demand shifts, damage to collateral itself or a combination of those factors.

Credit card loans are unsecured and while collection efforts are pursued in the event of default, there is typically limited opportunity for recovery.

Loss estimates are based on the general movement in credit score, economic outlook and its effects on employment and the Bank’s historical loss experience adjusted to reflect the economic outlook and the unemployment rate.

origination vintage, delinquency status, loan-to-value as of the origination date, stated maturity date, property type, and property status

(2) Commercial and Industrial :

• Repayment of these loans is primarily based on the cash flow of the borrower, and secondarily on the underlying collateral provided by the borrower.

A borrower's cash flow may be unpredictable, and collateral securing these loans may fluctuate in value.

Most often, collateral includes accounts receivable, inventory, or equipment.

Collateral securing these loans may depreciate over time, may be difficult to appraise, may be illiquid and may fluctuate in value based on the success of the business.

Actual and forecast changes in gross domestic product are believed to be corollary to losses associated with these credits.

Construction :

• While secured by real estate, construction loans represent a greater level of risk than term real estate loans due to the nature of the additional risks associated with the not only the completion of construction within an estimated time period and budget, but also the

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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.

The Company seeks to mitigate the additional risks associated with construction lending by requiring borrowers to comply with lower loan to value ratios and additional covenants as well as strong tertiary support of guarantors.

The loss forecasting model applies the historical rate of loss for similar loans over the expected life of the asset as adjusted for macroeconomic factors.

Agriculture production:

• Repayment of agricultural loans is dependent upon successful operation of the agricultural business, which is greatly impacted by factors outside the control of the borrower.

These factors include adverse weather conditions, including access to water, that may impact crop yields, loss of livestock due to disease or other factors, declines in market prices for agriculture products, changes in foreign exchange, and the impact of government regulations.

In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the business.

Consequently, agricultural production loans may involve a greater degree of risk than other types of loans.

• The loss forecasting model applies the historical rate of loss for similar loans over the expected life of the asset.

Leases typically represent an elevated level of credit risk as compared to loans secured by real estate as the collateral for leases is often subject to a more rapid rate of depreciation or depletion.

The ultimate severity of loss is impacted by the type of collateral securing the exposure, the size of the exposure, the borrower’s industry sector, any guarantors and the geographic market.

Assumptions of expected loss are conditioned to the economic outlook and the other variables discussed above.

loan size, credit spread at origination, risk grade, business sector, and loan type

(3) Consumer:

FICO, origination vintage, product type, and state geography if applicable

After quantitative considerations, management evaluates the need for additional qualitative adjustments that consider the expected impact of certain factors not fully captured in the quantitative and macroeconomic reserve calculations.

These qualitative adjustments may apply to the collectively analyzed pool as a whole, one or more of the three loss models, or to one or more of the loan portfolio segments.

Purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than reported as a provision for credit losses.

Subsequent changes in the allowance for credit losses on PCD assets are recognized through the provision for credit losses.

HTM Securities

Accrued interest receivable on held-to-maturity (HTM) debt securities is excluded from the estimate of credit losses.

Nearly all of the Company's HTM securities are issued by the U.

Government entities or agencies, and based on the absence of any historical or expected losses, all qualify for a zero loss assumption.

Therefore, no allowance for credit losses has been recognized during the years ended December 31, 2025, 2024 or 2023.

AFS Securities

Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes.

Both the allowance for credit losses and the adjustment to net income may be reversed if conditions change.

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense.

No security credit losses were recognized during the years ended December 31, 2025, 2024 or 2023.

Unfunded commitments

• The estimated credit losses associated with these unfunded lending commitments is calculated using the same models and methodologies noted above and incorporate utilization assumptions at time of default.

The reserve for unfunded commitments is maintained on the consolidated balance sheet in other liabilities.

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance for credit loss calculation, other than those that are unconditionally cancellable.

To arrive at that reserve, the reserve percentage determined within the same three loss models described above is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate.

To determine the expected funding rate, the Company uses a historical utilization rate for each segment.

The allowance for credit losses for off-balance-sheet credit risk exposures is reported in other liabilities in the condensed consolidated balance sheets.

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Real Estate Owned

17 unchanged sentences

As a result of current tax law and the nature of these policies, the Bank records any increase in cash value of these policies as nontaxable non-interest income.

If the Bank decided to surrender any of the policies prior to the death of the insured, such surrender may result in a tax expense related to the life-to-date cumulative increase in cash value of the policy.

If Management decided to surrender any of the policies prior to the death of the insured, such surrender may result in a tax expense associated with the life-to-date cumulative increase in cash value of the policy.

If the Bank retains such policies until the death of the insured, the Bank would receive nontaxable proceeds from the insurance company equal to the death benefit of the policies.

6 unchanged sentences

Other intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed periodically for impairment.

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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.

15 unchanged sentences

The determination of fair value for MSR requires valuation processes which combine the use of discounted cash flow models and extensive analysis of current market data to arrive at an estimate of fair value.

The cash flow and prepayment assumptions used in our discounted cash flow model are based on empirical data drawn from the historical performance of our MSR, which we believe are consistent with assumptions used by market participants valuing similar MSR, and from data obtained on the performance of similar MSR.

The cash flow and prepayment assumptions used in our discounted cash flow model are based on empirical data drawn from the historical performance of our MSR, which we believe

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are consistent with assumptions used by market participants valuing similar MSR, and from data obtained on the performance of similar MSR.

The key assumptions used in the valuation of MSR include mortgage prepayment speeds and the discount rate.

23 unchanged sentences

Over time, as the tax credits and other tax benefits of the project are realized by the Company, the investment recorded in other assets is reduced using the proportional amortization method.

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

18 unchanged sentences

Potential common shares that may be issued by the Company relate solely from outstanding stock options and restricted stock units, and are determined using the treasury stock method.

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Revenue Recognition

The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”).

Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation.

Most of our revenue-generating transactions are not subject to Topic 606, including revenue generated from financial instruments, such as our loans and investment securities.

In addition, certain non-interest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the new guidance.

The Company’s non-interest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values.

Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized.

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, 2024 and 2023, the Company did not have any significant contract balances.

The Company earns a variety of revenue including interest and fees from customers.

Certain sources of revenue are recognized within interest or fee income and are outside of the scope of ASC 606.

Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income.

The Company recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied.

Some obligations are satisfied at a point in time while others are satisfied over a period of time.

Revenue is recognized as the amount of consideration to which the Company expects to be entitled to in exchange for transferring goods or services to a customer.

When consideration includes a variable component, the amount of consideration attributable to variability is included in the transaction price only to the extent it is probable that significant revenue recognized will not be reversed when uncertainty associated with the variable consideration is subsequently resolved.

Generally, the variability relating to the consideration is explicitly stated in the contracts, but may also arise from the Company's customer business practices, for example, waiving certain fees related to customer’s deposit accounts.

The Company's contracts generally do not contain terms that require significant judgment to determine the variability impacting the transaction price.

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.

14 unchanged sentences

Commissions on sale of non-deposit investment products consist of fees earned from advisory asset management, trade execution and administrative fees from investments.

Advisory asset management fees are variable, since they are based on the underlying portfolio value,

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which is subject to market conditions and asset flows.

Advisory asset management fees are variable, since they are based on the underlying portfolio value, which is subject to market conditions and asset flows.

Advisory asset management fees are recognized quarterly and are based on the portfolio values at the end of each quarter.

14 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 de-recognized 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 derecognized 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.

Gains or losses from transactions associated with other real estate owned are recorded as a component of non-interest expense.

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Reclassifications

4 unchanged sentences

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):

3 unchanged sentences

• 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.

• The Company adopted the ASU for the annual reporting period beginning on January 1, 2025, as reflected within Note 19, Income Taxes.

Accounting standards yet to be adopted

Standard Summary of Guidance Effects on financial statements

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ASU 2025-08 - Financial Instruments, Credit Losses (Topic 326):

Purchased Loans • Expands the use of the gross-up method for accounting for certain acquired loans, specifically purchased seasoned loans ("PSLs").

• The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures.

Note 3 – Investment Securities

17 unchanged sentences

There was no allowance for credit losses recorded for the held to maturity debt portfolio as of or for the years ended December 31, 2025 and 2024.

65 TriCo Bancshares 2025 10-K

December 31, 2024

15 unchanged sentences

During the year ended December 31, 2025, proceeds from sales of debt securities totaled $ 79.2 million, resulting in gross losses of $ 3.2 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.

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 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 year ended 2023.

Investment securities with an aggregate carrying value of $ 839.6 million and $ 716.0 million at December 31, 2025 and 2024, respectively, were pledged as collateral for specific borrowings, lines of credit and local agency deposits.

8 unchanged sentences

Average remaining life is defined as the time span after which the principal balance has been reduced by half.

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December 31, 2025

10 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:

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December 31, 2025

36 unchanged sentences

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

The following securities had unrealized losses as of December 31, 2025:

• Obligations of U.S.

government agencies:

Unrealized losses on investments in obligations of U.S.

government corporations and agencies are caused by interest rate increases.

The contractual cash flows of these securities are guaranteed by U.S.

Government Sponsored Entities (principally Fannie Mae and Freddie Mac).

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.

At December 31, 2024, 156 debt securities representing obligations of U.S.

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

government corporations and agencies included 134 debt securities with aggregate depreciation of 10.5 % from the Company’s amortized cost basis.

• Obligations of states and political subdivisions included 140 debt securities with aggregate depreciation of 8.8 % from the Company’s amortized cost basis.

• Corporate bonds included 3 debt securities with aggregate depreciation of 0.9 % from the Company’s amortized cost basis.

• Asset backed securities included 24 debt securities with aggregate depreciation of 0.9 % from the Company’s amortized cost basis.

• Non-agency collateralized mortgage obligations included 14 debt securities with aggregate depreciation of 12.4 % from the Company’s amortized cost basis.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of December 31, 2025, the Company has concluded that it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio.

As such, the unrealized losses on these securities were caused by the changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities and are not due to the underlying credit of the issuers.

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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 price less than the amortized cost of the investment.

At December 31, 2024, 153 debt security representing obligations of states and political subdivisions had unrealized losses with aggregate depreciation of 11.84 % from the Company’s amortized cost basis.

Corporate bonds:

The unrealized losses on investments in corporate bonds 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 price less than the amortized cost of the investment.

Because management believes 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, there is no impairment on these securities and there has been no allowance for credit losses as of and for the year ended December 31, 2024.

At December 31, 2024, 6 asset backed securities had unrealized losses with aggregate depreciation of 5.58 % from the Company’s amortized cost basis.

Asset backed securities:

The unrealized losses on investments in asset backed securities were caused by increases in required yields by investors in these types of securities.

At the time of purchase, each of these securities were rated AA or AAA and through December 31, 2024 have not experienced any deterioration in credit rating.

The Company continues to monitor these securities for changes in credit rating or other indications of credit deterioration.

Because management believes 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.

At December 31, 2024, 17 asset backed securities had unrealized losses with aggregate depreciation of 1.02 % from the Company’s amortized cost basis.

Non-agency collateralized mortgage obligations:

The unrealized losses on investments in asset backed securities 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 price less than the amortized cost of the investment.

At December 31, 2024, 18 asset backed securities had unrealized losses with aggregate depreciation of 11.13 % from the Company’s amortized cost basis.

Marketable equity securities:

As there were no sales of marketable equity securities, all unrealized gains or losses recognized during the reporting period were for equity securities still held as of the end of the reporting period.

The Company monitors credit quality of debt securities held-to-maturity through the use of credit rating.

9 unchanged sentences

Total debt securities held to maturity $ 90,544 $ — $ 111,866 $ —

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Note 4 – Loans

24 unchanged sentences

The ACL was $ 125.8 million as of December 31, 2025 as compared to $ 125.4 million at December 31, 2024.

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 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.

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

Allowance for credit losses:

Qualitative and forecast factor allowance $ 86,833 $ 84,291

Quantitative (Cohort) model allowance 33,908 34,139

Total allowance for credit losses 120,741 118,430

Allowance for individually evaluated loans 4,625 3,092

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

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The provision for credit losses on loans of $ 10.3 million during the year ended December 31, 2025 was comprised of $ 1.7 million in reserves on collectively evaluated loans, a reversal of $ 1.4 million on individually evaluated reserves and most notably, $ 10.0 million to replenish reserves following the net charge-off activity.

The ACL estimate incorporates assumptions from Management surrounding expected trends within certain macro economic indicators, such as U.S.

unemployment rates, gross domestic product, corporate borrowing rates and inflation data, as Management observes the performance of these indicators to have a direct impact on the performance of the Company's loan portfolio.

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.

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Allowance for Credit Losses – December 31, 2025

43 unchanged sentences

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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)

25 unchanged sentences

Loans are graded on a scale ranging from Pass to Loss.

A description of the general characteristics of the risk grades is as follows:

A description of the general characteristics of the credit quality indicators is as follows:

• Pass – This grade represents loans ranging from acceptable to very little or no credit risk.

16 unchanged sentences

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

2 unchanged sentences

Commercial real estate:

CRE non-owner occupied risk ratings

Credit quality indicators

Pass $ 262,241 $ 188,789 $ 162,739 $ 417,564 $ 276,975 $ 1,007,772 $ 140,006 $ — $ 2,456,086

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

Total CRE non-owner occupied $ 262,241 $ 189,607 $ 175,431 $ 420,926 $ 281,541 $ 1,025,992 $ 140,111 $ — $ 2,495,849

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

Commercial real estate:

CRE owner occupied risk ratings

Credit quality indicators

Pass $ 147,249 $ 79,772 $ 76,729 $ 177,644 $ 168,858 $ 301,503 $ 33,540 $ — $ 985,295

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

Total CRE owner occupied $ 155,885 $ 79,907 $ 77,090 $ 185,933 $ 172,271 $ 310,791 $ 38,893 $ — $ 1,020,770

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

Commercial real estate:

Multifamily risk ratings

Credit quality indicators

Pass $ 92,061 $ 68,472 $ 27,502 $ 185,703 $ 288,556 $ 358,396 $ 48,246 $ — $ 1,068,936

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

Total multifamily $ 92,061 $ 68,472 $ 27,502 $ 189,182 $ 288,999 $ 371,236 $ 48,246 $ — $ 1,085,698

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

Commercial real estate:

Farmland risk ratings

Credit quality indicators

Pass $ 8,901 $ 23,038 $ 18,261 $ 34,581 $ 14,831 $ 49,450 $ 35,723 $ — $ 184,785

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

Total farmland $ 9,525 $ 23,038 $ 19,077 $ 45,932 $ 37,712 $ 65,164 $ 50,997 $ — $ 251,445

Current year gross charge-offs $ — $ — $ — $ — $ 509.00 $ — $ 544.00 $ — $ 1,053

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Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2025

1 unchanged sentence

Consumer loans:

SFR 1-4 1st DT liens risk ratings

Credit quality indicators

Pass $ 81,083 $ 45,517 $ 87,492 $ 159,382 $ 218,999 $ 225,410 $ — $ 5,688 $ 823,571

5 unchanged sentences

Consumer loans:

SFR HELOCs and Junior Liens risk ratings

Credit quality indicators

Pass $ 2,116 $ — $ — $ — $ — $ 53 $ 408,407 $ 5,407 $ 415,983

5 unchanged sentences

Consumer loans:

Other risk ratings

Credit quality indicators

Pass $ 4,222 $ 4,795 $ 13,717 $ 4,010 $ 4,094 $ 7,489 $ 540 $ — $ 38,867

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

Total other consumer $ 4,299 $ 4,876 $ 14,175 $ 4,314 $ 4,535 $ 7,884 $ 586 $ — $ 40,669

Current year gross charge-offs $ 481 $ 65 $ 15 $ — $ — $ 69 $ 19 $ — $ 649

Commercial and industrial loans:

Commercial and industrial risk ratings

Credit quality indicators

Pass $ 122,819 $ 44,904 $ 35,360 $ 52,018 $ 16,922 $ 6,046 $ 170,194 $ 73 $ 448,336

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

Total commercial and industrial $ 122,869 $ 45,448 $ 38,266 $ 53,343 $ 19,738 $ 6,425 $ 178,219 $ 120 $ 464,428

Current year gross charge-offs $ 510 $ 95 $ — $ — $ 58 $ — $ 8,675 $ — $ 9,338

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Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2025

1 unchanged sentence

Construction loans:

Construction risk ratings

Credit quality indicators

Pass $ 45,182 $ 84,196 $ 104,482 $ 44,172 $ 7,021 $ 13,108 $ — $ — $ 298,161

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

Total construction $ 45,554 $ 84,196 $ 106,344 $ 44,172 $ 7,550 $ 13,229 $ — $ — $ 301,045

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

Agriculture production loans:

Agriculture production risk ratings

Credit quality indicators

Pass $ 1,816 $ 727 $ 1,029 $ 1,409 $ 393 $ 7,282 $ 137,121 $ — $ 149,777

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

Total agriculture production $ 1,816 $ 727 $ 1,029 $ 1,523 $ 630 $ 7,417 $ 159,352 $ — $ 172,494

Current year gross charge-offs $ — $ — $ — $ — $ — $ 11 $ — $ — $ 11

Lease risk ratings

Credit quality indicators

Pass $ 4,748 $ — $ — $ — $ — $ — $ — $ — $ 4,748

5 unchanged sentences

Total loans outstanding:

Credit quality indicators

Pass $ 772,438 $ 540,210 $ 527,311 $ 1,076,483 $ 996,649 $ 1,976,509 $ 973,777 $ 11,168 $ 6,874,545

5 unchanged sentences

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

1 unchanged sentence

Commercial real estate:

CRE non-owner occupied risk ratings

Credit quality indicators

Pass $ 184,623 $ 177,650 $ 408,129 $ 282,953 $ 152,278 $ 909,735 $ 163,628 $ — $ 2,278,996

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

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

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

Commercial real estate:

CRE owner occupied risk ratings

Credit quality indicators

Pass $ 83,320 $ 75,804 $ 191,619 $ 177,134 $ 104,490 $ 254,282 $ 35,961 $ — $ 922,610

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

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

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

Commercial real estate:

Multifamily risk ratings

Credit quality indicators

Pass $ 65,376 $ 27,904 $ 171,470 $ 294,317 $ 117,889 $ 289,229 $ 44,816 $ — $ 1,011,001

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

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

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

Commercial real estate:

Farmland risk ratings

Credit quality indicators

Pass $ 23,780 $ 18,205 $ 45,582 $ 20,832 $ 15,066 $ 36,909 $ 44,083 $ — $ 204,457

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

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

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

Consumer loans:

SFR 1-4 1st DT liens risk ratings

Credit quality indicators

Pass $ 60,203 $ 113,467 $ 173,217 $ 241,388 $ 115,915 $ 137,361 $ — $ 3,952 $ 845,503

5 unchanged sentences

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

1 unchanged sentence

Consumer loans:

SFR HELOCs and Junior Liens risk ratings

Credit quality indicators

Pass $ 236 $ — $ — $ — $ — $ 68 $ 345,902 $ 5,799 $ 352,005

5 unchanged sentences

Consumer loans:

Other risk ratings

Credit quality indicators

Pass $ 10,371 $ 21,746 $ 5,891 $ 6,059 $ 4,917 $ 6,991 $ 610 $ — $ 56,585

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

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

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

Commercial and industrial loans:

Commercial and industrial risk ratings

Credit quality indicators

Pass $ 73,321 $ 49,921 $ 61,634 $ 48,255 $ 3,721 $ 8,463 $ 203,978 $ 150 $ 449,443

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

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

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

Construction loans:

Construction risk ratings

Credit quality indicators

Pass $ 36,031 $ 124,759 $ 80,269 $ 11,354 $ 6,714 $ 7,359 $ — $ — $ 266,486

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

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

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

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

1 unchanged sentence

Agriculture production loans:

Agriculture production risk ratings

Credit quality indicators

Pass $ 265 $ 1,434 $ 2,297 $ 905 $ 175 $ 7,477 $ 133,115 $ — $ 145,668

2 unchanged sentences

Doubtful/Loss — — — — — — — — —

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

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

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

Lease risk ratings

Credit quality indicators

Pass $ 6,806 $ — $ — $ — $ — $ — $ — $ — $ 6,806

5 unchanged sentences

Total loans outstanding:

Credit quality indicators

Pass $ 544,332 $ 610,890 $ 1,140,108 $ 1,083,197 $ 521,165 $ 1,657,874 $ 972,093 $ 9,901 $ 6,539,560

11 unchanged sentences

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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:

37 unchanged sentences

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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, 2025

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

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

SFR 1-4 1st DT liens $ 199 n/m

Total consumer loans $ 199 n/m

The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the twelve months ended December 31, 2025:

Modification Type Loan Type Financial Effect

Combination - term extension / rate change SFR 1-4 1st DT liens Added 36 months to the life of the loan;

converted to fixed interest rate

For the twelve months ended December 31, 2024

(in thousands) Payment Delay / Extension Combination - Term Extension / Rate Change 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 %

CRE non-owner occupied $ — $ 211 n/m

CRE owner occupied — 219 n/m

Multifamily 295 — n/m

Total commercial real estate loans 295 430 n/m

Other 41 — n/m

Total consumer loans 41 — n/m

Commercial and industrial 1,008 — n/m

Total $ 1,344 $ 430 n/m

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

5 unchanged sentences

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 %

Commercial and industrial 152 60 — 0.08 %

Total $ 152 $ 60 $ 1,430 0.02 %

The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the twelve months ended December 31, 2023 :

Twelve Months Ended

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 - 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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Payment delay / term extension Commercial and industrial Added 53 months to the life of the loan

There were no loans with payment defaults by borrowers experiencing financial difficulty during the year ended December 31, 2025 which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

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Note 6 – Real Estate Owned

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Gain (loss) on sale of real estate owned $ ( 253 ) $ ( 8 )

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.

At December 31, 2025, there were no additional real estate properties with formal foreclosure proceedings underway.

Note 7 – Premises and Equipment

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Increase in cash value of life insurance 3,395 3,257

Gain on death benefit 1,219 —

Insurance proceeds receivable reclassified to other assets ( 7,510 ) —

Ending balance $ 137,253 $ 140,149

3 unchanged sentences

Current and former employees and directors covered 77 79

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Note 9 – Goodwill and Other Intangible Assets

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The following table summarizes the Company’s goodwill intangible as of the dates indicated:

23 unchanged sentences

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Note 10 – Mortgage Servicing Rights

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Short-term lease cost 216 216

Variable lease cost 4 38

Variable lease cost (income) ( 30 ) 4

Total lease cost $ 6,050 $ 5,950

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At December 31, 2025, future expected operating lease payments are as follows (in thousands):

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(in thousands) 2025 2024

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

Term borrowing at FHLB, fixed rate of 5.23 %, maturity date of April 8, 2025

Other collateralized borrowings, fixed rate, as of December 31, 2025 and 2024 of 0.05 %, payable on January 2, 2026 and January 2, 2025, respectively

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

Based on the FHLB stock requirements at December 31, 2024, this line provided for maximum borrowings of $ 2.4 billion of which $ 75.0 million was outstanding.

Based on the FHLB stock requirements at December 31, 2025, this line provided for maximum borrowings of $ 2.4 billion of which none was outstanding.

As of December 31, 2025, the Company had designated investment securities with a fair value of $ 50.3 million and loans with unpaid principal balances totaling $ 4.4 billion as potential collateral under this collateralized line of credit with the FHLB.

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Note 14 – Junior Subordinated Debt

At December 31, 2024, the Company had five wholly-owned subsidiary business trusts that had issued $ 62.9 million of trust preferred securities (the “Capital Trusts”).

At December 31, 2025, the Company has two wholly-owned subsidiary business trusts that had issued $ 41.2 million of trust preferred securities (the Trusts).

Trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures.

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The Company also has a right to defer consecutive payments of interest on the debentures for up to five years .

The Company organized two of the Capital Trusts.

The Company acquired its three other Capital Trusts and assumed their related Debentures as a result of its acquisition of North Valley Bancorp in 2014.

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

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.

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.

The common stock issued by the Capital Trusts and owned by the Company is recorded in other assets in the Company’s consolidated balance sheets.

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.

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):

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

The common stock issued by the Trusts and owned by the Company is recorded in other assets in the Company’s consolidated balance sheets.

The recorded book value of the debentures issued by the Trusts, less the recorded book value of the common stock of the 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.

At December 31, 2024, the Company owned three additional Trusts as a result of its acquisition of North Valley Bancorp (NVB) in 2014, and two additional tranches of subordinated debt from the acquisition of Valley Republic Bancorp (VRB) in 2022.

However, the Company repaid both the holders of the NVB trusts and VRB subordinated debt, with a face values totaling $ 57.7 million and a recorded book values of $ 60.2 million, during 2025 resulting in a $ 2.5 million gain on extinguishment of debt and recorded within other non-interest income.

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

(Variable) 3 mo.

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VRB Subordinated - 5 %

8/27/2035 20,000 Fixed 5.00 % 25,007 25,172

— — — — — 25,007

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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$ 41,238 $ 41,238 $ 101,191

Note 15 – Commitments and Contingencies

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These financial instruments include commitments to extend credit, standby letters of credit, and deposit account overdraft privilege.

Those instruments involve, to varying degrees, elements of risk in excess of the amount recognized in the balance sheet.

Those instruments involve, to varying degrees, elements of risk in excess

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of the amount recognized in the balance sheet.

The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

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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.

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Visa Member Banks are required to fund an escrow account to cover settlements, resolution of pending litigation and related claims.

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 the funds in the

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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-2 conversion ratio may be increased to reflect that surplus.

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The Bank is regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the State of California Department of Financial Protection & Innovation (the “DFPI”).

Absent approval from the Commissioner of the DPFI, California banking laws generally limit the Bank’s ability to pay dividends to the lesser of (1) retained earnings or (2) net income for the last three fiscal years, less cash distributions paid during such period.

Under this law, at December 31, 2024, the Bank could have paid dividends of $ 184.8 million to the Company without the approval of the Commissioner of the DFPI.

Stock Repurchase Plan

On February 25, 2021 the Board of Directors approved the authorization to repurchase up to 2,000,000 shares of the Company's common stock (the "2021 Repurchase Plan" or the "Plan"), which approximated 6.7 % of the shares outstanding as of the approval date.

Absent approval from the Commissioner of the DFPI, California banking laws generally limit the Bank’s ability to pay dividends to the lesser of (1) retained earnings or (2) net income for the last three fiscal years, less cash distributions paid during such period.

Under this law, at December 31, 2025, the Bank could have paid additional dividends totaling $ 110.9 million to the Company without the approval of the Commissioner of the DFPI.

Stock Repurchase Program

The Company's Board of Directors has approved the authorization to repurchase up to 2,000,000 shares of the Company’s common stock (the "2025 Repurchase Program" or the "2025 Program").

The Company’s 2025 Share Repurchase Program replaces and supersedes the 2021 Share Repurchase Program which has been terminated as of December 31, 2025.

The actual timing of any share repurchases will be determined by the Company's management and therefore the total value of the shares to be purchased under the 2025 Program is subject to change.

The Plan has no expiration date (in accordance with applicable laws and regulations) and for years ended December 31, 2024, 2023 and 2022, the Company repurchased 379,279 , 150,000 , and 576,881 shares under this Plan.

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

The 2025 Program has no expiration date but the Board may suspend or discontinue the program at any time.

There were no shares repurchased under the 2025 Program during 2025 and therefore, 2,000,000 shares remained available for repurchase as of December 31, 2025.

Under the former 2021 Stock Repurchase Program, the Company repurchased 709,172 , 379,279 , and 150,000 shares for years ended December 31, 2025, 2024 and 2023, respectively.

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, 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.

During the years ended December 31, 2025, 2024, and 2023, employees tendered zero , zero , and 2,506 shares, respectively, of the Company's common stock in connection with option exercises.

Employees also tendered 43,271 , 36,549 and 52,437 shares in connection with other share based awards during December 31, 2025, 2024 and 2023, respectively.

2 unchanged sentences

The market value of tendered shares is the last market trade price at closing on the day an option is exercised or the other share based award vests.

Stock repurchased under equity incentive plans are not included in the total of stock repurchased under the 2021 or 2019 Repurchase Plans.

Stock repurchased under equity incentive plans are not included in the total of stock repurchased under the 2025 or 2021 Repurchase Programs.

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

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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.

While no new awards can be granted under the 2019 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:

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Outstanding at January 1, 2024

15,500 $ 19.46 to $ 23.21

7,500 $ 23.21

Options granted — — —

2 unchanged sentences

Outstanding at December 31, 2024

7,500 $ 23.21

Options granted — — —

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Performance share fair value $ 28.62 $ 20.86

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Mortgage banking servicing fee income (expense), net of change in value of mortgage loan servicing rights, totaling $ 1.2 million, $ 1.3 million, and $ 1.3 million were recorded within service charges and fees for the years ended December 31, 2025, 2024, and 2023, respectively.

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Regulatory assessments and insurance 5,181 4,951 5,276

Merger and acquisition expense — — 6,253

Postage 1,440 1,329 1,236

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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):

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Federal statutory income tax rate $ 34,893 21.0 % 21.0 % 21.0 %

State income taxes, net of federal tax benefit 7.9 7.9 7.9

California income taxes, net of federal tax benefit 11,131 6.6 7.9 7.9

Nontaxable and nondeductible items, net

Tax-exempt interest on municipal obligations ( 978 ) ( 0.6 ) ( 0.5 ) ( 0.7 )

Tax-exempt life insurance related income ( 969 ) ( 0.6 ) ( 0.4 ) ( 0.4 )

Equity compensation 659 0.4 0.1 0.3

Low income housing tax credits ( 14,401 ) ( 8.7 ) ( 7.9 ) ( 6.6 )

Other reconciling items

Low income housing tax credit amortization 13,001 7.8 6.9 5.6

Equity compensation 0.1 0.3 ( 0.2 )

Non-deductible merger expenses — — 0.1

Other 1,265 0.9 ( 1.2 ) ( 0.1 )

Effective Tax Rate 25.9 % 27.0 % 27.9 %

Provision for income taxes $ 44,601 26.8 % 25.9 % 27.0 %

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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):

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Net operating loss carryforwards 323 1,097

Other 136 190

Total deferred tax assets 125,924 153,899

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Cash paid for income taxes, net of refunds, were as follows:

Year ended December 31,

(in thousands)

US federal $ 15,600

California state and local 12,067

Total cash paid for income taxes, net of refunds $ 27,667

Note 20 – Earnings per Share

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Total other comprehensive income (loss) $ 57,857 $ 707 $ 40,736

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The components of accumulated other comprehensive loss, included in shareholders’ equity, are as follows:

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Accumulated other comprehensive loss $ ( 94,605 ) $ ( 152,462 )

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Note 22 – Retirement Plans

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The cash values of the insurance policies purchased to fund the deferred compensation obligations and the supplemental retirement obligations were $ 137.3 million and $ 140.1 million at December 31, 2025 and 2024, respectively.

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The Company recorded, in other liabilities, the additional funded status of the supplemental retirement plans of $ 16.1 million and $ 16.1 million related to the supplemental retirement plans as of December 31, 2025 and 2024, respectively.

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The Company expects to recognize approximately $ 0.7 million of the net actuarial loss reported in the following table as of December 31, 2025 as a component of net periodic benefit cost during 2026.

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(in thousands) 2025 2024

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Accumulated benefit obligation $ ( 34,408 ) $ ( 34,863 )

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The following table sets forth the net periodic benefit cost recognized for the supplemental retirement plans:

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Amortization of prior service cost — — —

Recognized net actuarial loss 16 10 ( 86 )

Recognized net actuarial loss (gain) ( 45 ) 16 10

Amortization of loss (gain) ( 612 ) ( 475 ) ( 466 )

1 unchanged sentence

Net periodic pension cost $ 1,304 $ 1,485 $ 1,698

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

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2031-2035 14,340 14,340

Total $ 27,218 $ 27,218

Note 23 – Related Party Transactions

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Deposits of directors, officers and other related parties to the Bank totaled $ 35.0 million and $ 33.1 million at December 31, 2025 and 2024, respectively.

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Note 24 – Fair Value Measurement

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Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

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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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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 following table present quantitative information about recurring Level 3 fair value measurements at December 31, 2025 and 2024:

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Discount rate 10 %- 14 %, 12 %

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis, as of the dates indicated, that had a write-down or an additional allowance provided during the periods indicated.

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis for which a change in fair value was recorded, as of the dates indicated.

December 31, 2025 Total Level 1 Level 2 Level 3

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Total assets measured at fair value $ 9,479 — — $ 9,479

The tables below present the gains (losses) resulting from non-recurring fair value adjustments of assets and liabilities for the periods indicated, regardless of whether the asset is still being held at fair value at period end (in thousands):

The tables below present the net losses resulting from non-recurring fair value adjustments of assets and liabilities for the periods indicated, regardless of whether the asset is still being held at fair value at period end (in thousands):

Individually evaluated loans $ 9,710 $ 4,575

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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.

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Capitalization rate Not meaningful;

Real estate owned (Residential) $ 709 Sales comparison

Real estate owned (Farmland) $ 2,928 Sales comparison

approach Adjustment for differences between

comparable sales Not meaningful;

Real estate owned (SFR) $ 634 Sales comparison

Income approach Adjustment for differences between

comparable sales;

Capitalization rate Not meaningful;

comparable sales Not meaningful;

December 31, 2024 Fair Value

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Level 2 inputs:

Deposits 8,087,576 8,085,150 7,834,038 7,828,554

Demand, money market and savings deposits 7,153,859 7,153,859 6,965,091 6,965,091

Time deposits 1,110,042 1,109,820 1,122,485 1,122,148

Other borrowings 11,713 11,713 89,610 89,780

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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.

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

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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.

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

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Total liabilities and shareholders’ equity $ 1,369,836 $ 1,322,951

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Condensed Statements of Income

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Net interest expense $ ( 5,359 ) $ ( 7,372 ) $ ( 6,878 )

Gain on extinguishment of subordinated debt 2,504 — —

Administration expense ( 1,171 ) ( 1,096 ) ( 1,096 )

2 unchanged sentences

Distributed 133,406 71,152 52,805

Undistributed 49,681 70,202 64,896

(Excess distributions) undistributed ( 9,012 ) 49,681 70,202

Income tax benefit 1,190 2,503 2,357

Net income $ 121,558 $ 114,868 $ 117,390

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Condensed Statements of Comprehensive Income (Loss)

Condensed Statements of Comprehensive Income

Year Ended December 31,

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Change in joint beneficiary agreement liability ( 50 ) 192 ( 366 )

Other comprehensive income (loss) 707 40,736 ( 194,886 )

Comprehensive income (loss) $ 115,575 $ 158,126 $ ( 69,467 )

Other comprehensive income 57,857 707 40,736

Comprehensive income $ 179,415 $ 115,575 $ 158,126

Condensed Statements of Cash Flows

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Adjustments to reconcile net income to net cash provided by operating activities:

Undistributed equity in earnings of Tri Counties Bank ( 49,681 ) ( 70,202 ) ( 64,896 )

Excess distributed (undistributed) equity in earnings of Tri Counties Bank 9,012 ( 49,681 ) ( 70,202 )

Equity compensation vesting expense 4,757 4,666 4,125

Gain on extinguishment of subordinated debt ( 2,504 ) — —

Net change in other assets and liabilities ( 1,958 ) ( 4,675 ) ( 3,959 )

Net cash provided by operating activities 130,865 65,178 47,354

Investing activities:

Sales or maturities of investments — — 4,234

Financing activities:

Repayment of junior subordinated debt ( 59,953 ) — —

Exercise of stock options — 174 156

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Note 26 – Regulatory Matters

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Note 27 – Segment Information

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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, 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.

In addition to management’s assessment, Baker Tilly US, LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2025, and the Company’s effectiveness of internal control over financial reporting as of December 31, 2025, dated March 2, 2026, as stated in its report, which is included herein.

/s/ Richard P.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of TriCo Bancshares (and subsidiaries) (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of TriCo Bancshares (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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.

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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 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.

Allowance for Credit Losses - Loans

Critical Audit Matter Description

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s allowance for credit losses for loans was $125.8 million as of December 31, 2025.

The allowance for credit losses for loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans.

The Company’s allowance for credit losses for loans consists of two primary components:

(1) the determination of the allowance for credit losses for loans that are individually identified and analyzed and (2) establishment of an allowance for credit losses for loans collectively analyzed.

The collectively analyzed component is based on historical credit loss experience for financial institutions nationwide, paired with relevant forecasts of macroeconomic conditions.

We identified the forecasted macroeconomic conditions utilized by the Company’s management in the estimate of the allowance for credit losses for loans as a critical audit matter.

The principal consideration for our determination of this component of the allowance for credit losses for loans, as a critical audit matter is the significant judgment required by management in the application of the forecasted macroeconomic conditions.

Auditing management’s judgments regarding the forecasted macroeconomic conditions applied to the allowance for credit losses for loans involved significant audit effort, as well as especially challenging and subjective auditor judgment when performing audit procedures and evaluating the results of those procedures.

How We Addressed the Matter in Our Audit

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 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

These procedures included evaluating the design and testing the operating effectiveness of internal controls related to the Company’s calculation of the allowance for credit losses on loans, including controls related to the evaluation of the forecasted macroeconomic conditions and underlying loan data used.

Our audit procedures related to the Company’s allowance for credit losses on loans included the following, among others:

• Evaluating the reasonableness and appropriateness of the forecasted macroeconomic conditions used in the calculation by obtaining management’s analysis and supporting documentation and testing whether the forecasted macroeconomic conditions used in the calculation of the allowance for credit losses for loans are supported by the analysis provided by management

• Testing the completeness and accuracy of data used in the calculation of the allowance for credit losses for loans

/s/ Baker Tilly US, LLP

San Francisco, California

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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