Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page
Consolidated Balance Sheets as of December 31, 2025 and 2024
55
Consolidated Statements of Income for the years ended December 31, 2025 , 2024 , and 2023
56
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
56
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 , 2024 , and 2023
57
Consolidated Statements of Cash Flows for the years ended December 31, 2025 , 2024 , and 2023
58
Notes to Consolidated Financial Statements
59
Management’s Report on Internal Control over Financial Reporting
105
Report of Independent Registered Public Accounting Firm ( Baker Tilly US, LLP , San Francisco, California , PCAOB ID: 23 )
106
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TRICO BANCSHARES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
At December 31,
2025 At December 31,
2024
Assets:
Cash and due from banks $ 92,914 $ 85,409
Cash at Federal Reserve and other banks 64,100 59,547
Cash and cash equivalents 157,014 144,956
Investment securities:
Marketable equity securities 2,692 2,609
Available for sale debt securities, at fair value (amortized cost of $ 1,883,412 and $ 2,138,533 )
1,731,931 1,904,885
Held to maturity debt securities, at amortized cost, net of allowance for credit losses of $ 0
90,544 111,866
Restricted equity securities 17,250 17,250
Loans held for sale 2,695 709
Loans 7,111,087 6,768,523
Allowance for credit losses ( 125,762 ) ( 125,366 )
Total loans, net 6,985,325 6,643,157
Premises and equipment, net 69,724 70,287
Cash value of life insurance 137,253 140,149
Accrued interest receivable 33,652 34,810
Goodwill 304,442 304,442
Other intangible assets, net 4,471 6,432
Operating leases, right-of-use 25,505 23,529
Other assets 259,565 268,647
Total assets $ 9,822,063 $ 9,673,728
Liabilities and Shareholders’ Equity:
Liabilities:
Deposits:
Noninterest-bearing demand $ 2,594,032 $ 2,548,613
Interest-bearing 5,669,869 5,538,963
Total deposits 8,263,901 8,087,576
Accrued interest payable 8,795 11,501
Operating lease liability 27,278 25,437
Other liabilities 141,137 137,506
Other borrowings 11,713 89,610
Junior subordinated debt 41,238 101,191
Total liabilities 8,494,062 8,452,821
Commitments and contingencies (Note 15)
Shareholders’ equity:
Preferred stock, no par value: 1,000,000 shares authorized; zero issued and outstanding at December 31, 2025 and 2024, respectively
— —
Common stock, zero par value: 50,000,000 shares authorized; issued and outstanding: 32,334,974 and 32,970,425 at December 31, 2025 and 2024, respectively
682,362 693,462
Retained earnings 740,244 679,907
Accumulated other comprehensive loss, net of tax ( 94,605 ) ( 152,462 )
Total shareholders’ equity 1,328,001 1,220,907
Total liabilities and shareholders’ equity $ 9,822,063 $ 9,673,728
The accompanying notes are an integral part of these consolidated financial statements.
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TRICO BANCSHARES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Year ended December 31,
2025 2024 2023
Interest and dividend income:
Loans, including fees $ 397,308 $ 390,491 $ 356,710
Investments:
Taxable securities 58,890 66,912 73,924
Tax exempt securities 3,501 3,615 5,120
Dividends 1,508 1,522 1,294
Interest bearing cash at Federal Reserve and other banks 9,365 4,098 1,306
Total interest and dividend income 470,572 466,638 438,354
Interest expense:
Deposits 113,305 113,126 55,087
Other borrowings 1,065 14,706 19,712
Junior subordinated debt 5,359 7,372 6,878
Total interest expense 119,729 135,204 81,677
Net interest income 350,843 331,434 356,677
Provision for credit losses 12,063 6,632 23,990
Net interest income after provision for credit losses 338,780 324,802 332,687
Noninterest income:
Service charges and fees 53,445 51,330 50,088
Commissions on sale of non-deposit investment products 7,025 5,573 4,517
Increase in cash value of life insurance 3,395 3,257 3,150
Gain on sale of loans 1,606 1,532 1,166
Loss on sale of investment securities ( 3,247 ) ( 43 ) ( 284 )
Other 6,114 2,758 2,763
Total noninterest income 68,338 64,407 61,400
Noninterest expense:
Salaries and related benefits 149,771 140,581 135,795
Other 91,188 93,524 97,387
Total noninterest expense 240,959 234,105 233,182
Income before provision for income taxes 166,159 155,104 160,905
Provision for income taxes 44,601 40,236 43,515
Net income $ 121,558 $ 114,868 $ 117,390
Earnings per common share:
Basic $ 3.72 $ 3.47 $ 3.53
Diluted $ 3.70 $ 3.46 $ 3.52
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year ended December 31,
2025 2024 2023
Net income $ 121,558 $ 114,868 $ 117,390
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
Change in minimum pension liability, after reclassifications 31 1,801 ( 263 )
Change in joint beneficiary agreement liability ( 50 ) 192 ( 366 )
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
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands, except share and per share data)
Shares of
Common
Stock Common
Stock Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Balance at January 1, 2023 33,331,513 $ 697,448 $ 542,873 $ ( 193,905 ) $ 1,046,416
Net income 117,390 117,390
Other comprehensive income 40,736 40,736
Service condition RSU vesting 2,806 2,806
Market plus service condition RSU vesting 1,319 1,319
Service condition RSUs released 81,902 —
Market plus service condition RSUs released 55,928 —
Stock options exercised 8,000 156 156
Repurchase of common stock, net ( 209,241 ) ( 4,380 ) ( 4,860 ) ( 9,240 )
Dividends paid ($ 1.20 per share)
( 39,901 ) ( 39,901 )
Balance at December 31, 2023 33,268,102 697,349 615,502 ( 153,169 ) 1,159,682
Net income 114,868 114,868
Other comprehensive income 707 707
Service condition RSU vesting 3,224 3,224
Market plus service condition RSU vesting 1,442 1,442
Service condition RSUs released 78,403 —
Market plus service condition RSUs released 32,248 —
Stock options exercised 7,500 174 174
Repurchase of common stock, net ( 415,828 ) ( 8,727 ) ( 6,817 ) ( 15,544 )
Dividends paid ($ 1.32 per share)
( 43,646 ) ( 43,646 )
Balance at December 31, 2024 32,970,425 693,462 679,907 ( 152,462 ) 1,220,907
Net income 121,558 121,558
Other comprehensive income 57,857 57,857
Service condition RSU vesting 3,375 3,375
Market plus service condition RSU vesting 1,382 1,382
Service condition RSUs released 85,204 —
Market plus service condition RSUs released 31,788 —
Stock options exercised —
Repurchase of common stock, net ( 752,443 ) ( 15,857 ) ( 16,190 ) ( 32,047 )
Dividends paid ($ 1.38 per share)
( 45,031 ) ( 45,031 )
Balance at December 31, 2025 32,334,974 $ 682,362 $ 740,244 $ ( 94,605 ) $ 1,328,001
The accompanying notes are an integral part of these consolidated financial statements.
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TRICO BANCSHARES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year ended December 31,
2025 2024 2023
Operating activities:
Net income $ 121,558 $ 114,868 $ 117,390
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment, and amortization 6,377 5,998 6,366
Amortization of intangible assets 1,961 4,120 6,118
Provision for credit losses 12,063 6,632 23,990
Amortization of investment securities premium, net 1,680 865 312
Loss on sale of investment securities 3,247 43 284
Originations of loans for resale ( 71,716 ) ( 59,620 ) ( 43,313 )
Proceeds from sale of loans originated for resale 70,762 60,401 45,467
Gain on sale of loans ( 1,606 ) ( 1,532 ) ( 1,166 )
Change in fair market value of mortgage servicing rights 560 480 506
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 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 on marketable equity securities ( 83 ) ( 40 ) ( 36 )
Equity compensation vesting expense 4,757 4,666 4,125
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
Change in:
Interest receivable 1,158 1,958 ( 4,912 )
Interest payable ( 2,706 ) 3,056 7,278
Other assets and liabilities, net ( 10,384 ) ( 28,334 ) ( 18,647 )
Net cash from operating activities 133,293 109,707 138,887
Investing activities:
Maturities and principal repayments of securities available for sale 318,597 401,384 321,738
Maturities and principal repayments of securities held to maturity 21,145 21,421 27,260
Proceeds from sale of available for sale securities 79,154 31,534 71,024
Purchases of securities available for sale ( 147,380 ) ( 187,763 ) ( 34,468 )
Loan origination and principal collections, net ( 354,123 ) 22,628 ( 345,902 )
Loans purchased ( 4,672 ) — ( 6,423 )
Proceeds from sale of real estate owned 2,594 351 224
Purchases of premises and equipment ( 5,362 ) ( 4,557 ) ( 4,886 )
Life insurance proceeds 7,415 — —
Net cash used in investing activities ( 82,632 ) 284,998 28,567
Financing activities:
Net change in deposits 176,325 253,538 ( 494,975 )
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 )
Dividends paid ( 45,031 ) ( 43,646 ) ( 39,901 )
Exercise of stock options — 174 156
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 )
Cash and cash equivalents at beginning of year 144,956 98,701 107,230
Cash and cash equivalents at end of year $ 157,014 $ 144,956 $ 98,701
Year ended December 31,
2025 2024 2023
Supplemental disclosure of cash flow activity:
Cash paid for interest expense $ 122,435 $ 132,148 $ 74,399
Cash paid for income taxes $ 27,667 $ 33,700 $ 45,300
Supplemental disclosure of noncash activities:
Unrealized gain (loss) on securities available for sale $ 82,167 $ ( 1,827 ) $ 58,757
Loans transferred to foreclosed assets $ 6,309 $ 682 $ 155
Market value of shares tendered in-lieu of cash to pay for exercise of options and/or related taxes $ 1,900 $ 1,363 $ 2,266
Obligations incurred in conjunction with leased assets $ 6,894 $ 2,226 $ 4,300
The accompanying notes are an integral part of these consolidated financial statements.
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TRICO BANCSHARES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2025, 2024 and 2023
Note 1 – Summary of Significant Accounting Policies
Description of Business and Basis of Presentation
TriCo Bancshares (the “Company” or “we”) is a California corporation organized to act as a bank holding company for Tri Counties Bank (the “Bank”). The Company and the Bank are headquartered in Chico, California. The Bank is a California-chartered bank that is engaged in the general commercial and retail banking business in 31 California counties. 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. All adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. The financial statements include the accounts of the Company and its wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated in consolidation.
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
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Segment and Significant Group Concentration of Credit Risk
The Company grants agribusiness, commercial, consumer, and residential loans to customers located throughout California. 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. Discrete financial information is not available other than on a Company-wide basis. Accordingly, operations are considered by management to be aggregated in one reportable operating segment.
Geographical Descriptions
For the purpose of describing the geographical location of the Company’s operations, the Company has defined northern California as that area of California north of, and including, Stockton to the east and San Jose to the west; central California as that area of the state south of Stockton and San Jose, to and including, Bakersfield to the east and San Luis Obispo to the west; and southern California as that area of the state south of Bakersfield and San Luis Obispo.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. Net cash flows are reported for loan and deposit transactions and other borrowings.
Non-Marketable and Other Equity Securities
Non-marketable and other equity securities include qualified public welfare investments and venture capital/private equity funds. 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: (i) fair value accounting, (ii) measurement alternative for other investments without a readily determinable fair value, and (iii) equity method accounting. 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.
Debt Securities
The Company classifies its debt securities into one of three categories: trading, available for sale or held to maturity. Trading securities are bought and held principally for the purpose of selling in the near term and changes in the value of these securities are recorded through earnings. Held to maturity securities are those securities which the Company has the ability and intent to hold until maturity. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the effective interest method over their contractual lives. All other securities not included in trading or held to maturity are classified as available for sale. 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. Discounts are amortized or accreted over the expected life of the related investment security as an adjustment to yield using the effective interest method. Premiums on callable debt securities are generally amortized to the earliest call date of the security with the exception of mortgage backed securities, where estimated prepayments, if any, are considered. Dividend and interest income are recognized when earned. Realized gains and losses are derived from the amortized cost of the security sold. 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. A debt security is placed on nonaccrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a security placed on nonaccrual is reversed against interest income. There was no accrued interest related to debt securities reversed against interest income for the years ended December 31, 2025, 2024 or 2023.
Restricted Equity Securities
Restricted equity securities represent the Company’s investment in the stock of the Federal Home Loan Bank of San Francisco (“FHLB”) and are carried at par value, which reasonably approximates its fair value. While technically these are considered equity securities, there is no market for FHLB stock. Therefore, the shares are considered as restricted investment securities. Management periodically evaluates FHLB stock for other-than-temporary impairment. Management’s determination of whether these investments are impaired is based on its assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of any decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, (3) the impact of legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB, and (4) the liquidity position of the FHLB.
As a member of the FHLB system, the Bank is required to maintain a minimum level of investment in FHLB stock based on specific percentages of its outstanding mortgages, total assets, or FHLB advances. The Bank may request redemption at par value of any stock in excess of the minimum required investment. Stock redemptions are at the discretion of the FHLB. Both cash and stock dividends are reported as income when received.
Loans Held for Sale
Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by aggregate outstanding commitments from investors of current investor yield requirements. Net unrealized losses are recognized through a valuation allowance by charges to non-interest income.
Mortgage loans held for sale are generally sold with the mortgage servicing rights retained by the Company. Gains or losses on the sale of loans that are held for sale are recognized at the time of the sale and determined by the difference between net sale proceeds and the net book value of the loans less the estimated fair value of any retained mortgage servicing rights.
Loans
Loans that Management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, net of deferred loan fees and costs. Loan origination and commitment fees and certain direct loan origination costs are deferred, and the net amount is amortized as an adjustment to the related loan’s yield over the actual life of the loan. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans.
Loans are placed in nonaccrual status when reasonable doubt exists as to the full, timely collection of interest or principal, or a loan becomes contractually past due by 90 days or more with respect to interest or principal and is not well secured and in the process of collection. When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is considered probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of Management, the loan is estimated to be fully collectible as to both principal and interest. Accrued interest receivable is not included in the calculation of the allowance for credit losses.
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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Loans
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. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. 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.
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 : origination vintage, delinquency status, loan-to-value as of the origination date, stated maturity date, property type, and property status
(2) Commercial and Industrial : 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
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. Nearly all of the Company's HTM securities are issued by the U. S. 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
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, 2025, 2024 or 2023.
Unfunded commitments
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
Real estate owned (REO) includes assets acquired through, or in lieu of, loan foreclosure. REO is held for sale and are initially recorded at fair value less estimated costs to sell at the date of acquisition, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Any write-downs based on the asset’s fair value less costs to sell at the date of acquisition are charged to the allowance for loan and lease losses. Any recoveries based on the asset’s fair value less estimated costs to sell in excess of the recorded value of the loan at the date of acquisition are recorded to the allowance for loan and lease losses. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed. Revenue and expenses from operations and changes in the valuation allowance are included in other non-interest expense, along with the gain or loss on sale of REO.
Premises and Equipment
Land is carried at cost. Land improvements, buildings and equipment, including those acquired under capital lease, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are computed using the straight-line method over the shorter of the estimated useful lives of the related assets or lease terms. Asset lives range from 3 - 10 years for furniture and equipment and 15 - 40 years for land improvements and buildings.
Company Owned Life Insurance
The Company has purchased life insurance policies on certain key executives. Company owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
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 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. The Bank has entered into Joint Beneficiary Agreements (JBAs) with certain of the insured that provide some level of sharing of the death benefit, less the cash surrender value, among the Bank and the beneficiaries of the insured upon the receipt of death benefits.
Goodwill, Other Intangible and Long-Lived Assets
Goodwill represents the excess of costs over fair value of net assets of businesses acquired from a business combination. The Company has an identifiable intangible asset consisting of core deposit intangibles (“CDI”). CDI are amortized over their respective estimated useful lives and reviewed periodically for impairment. Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually. 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.
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. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.
Long-lived assets, such as premises and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet.
Mortgage Servicing Rights
Mortgage servicing rights (“MSR”) represent the Company’s right to a future stream of cash flows based upon the contractual servicing fee associated with servicing mortgage loans. Our MSR arise from residential and commercial mortgage loans that we originate and sell, but retain the right to service the loans. The net gain from the retention of the servicing right is included in gain on sale of loans in non-interest income when the loan is sold. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing fees, when earned, and changes in fair value of the MSR, are recorded in non-interest income.
The Company accounts for MSR at fair value. The determination of fair value of our MSR requires management judgment because they are not actively traded. 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
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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. These variables can, and generally will, change from quarter to quarter as market conditions and projected interest rates change. The key risks inherent with MSR are prepayment speed and changes in interest rates.
Leases
The Company records a right-of-use asset (“ROUA”) on the consolidated balance sheets for those leases that convey rights to control use of identified assets for a period of time in exchange for consideration. The Company is also required to record a lease liability on the consolidated balance sheets for the present value of future payment commitments. Substantially all of the Company’s leases are comprised of operating leases in which the Company is lessee of real estate property for branches, ATM locations, and general administration and operations. The Company has elected not to include short-term leases (i.e. leases with initial terms of twelve months or less) within the ROUA and lease liability. Known or determinable adjustments to the required minimum future lease payments are included in the calculation of the Company’s ROUA and lease liability. Adjustments to the required minimum future lease payments that are variable and will not be determinable until a future period, such as changes in the consumer price index, are included as variable lease costs. Additionally, expected variable payments for common area maintenance, taxes and insurance are not unknown and not determinable at lease commencement and therefore, are not included in the determination of the Company’s ROUA or lease liability.
The value of the ROUA and lease liability is impacted by the amount of the periodic payment required, length of the lease term, and the discount rate used to calculate the present value of the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. The Company uses the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term.
Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.
Low Income Housing Tax Credits
The Company accounts for low income housing tax credits and the related qualified affordable housing projects using the proportional amortization method. Under the proportional amortization method, the Company amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). Upon entering into a qualified affordable housing project, the Company records, in other liabilities, the entire amount that it has agreed to invest in the project, and an equal amount, in other assets, representing its investment in the project. As the Company disburses cash to satisfy its investment obligation, other liabilities are reduced. 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.
Income Taxes
The Company’s accounting for income taxes is based on an asset and liability approach. The Company recognizes the amount of taxes payable or refundable for the current year, and deferred tax assets and liabilities for the future tax consequences that have been recognized in its financial statements or tax returns. The measurement of tax assets and liabilities is based on the provisions of enacted tax laws. A valuation allowance, if needed, reduces deferred tax assets to the expected amount most likely to be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient level of future taxable income and recoverable taxes paid in prior years. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Interest and/or penalties related to income taxes are reported as a component of non-interest income.
Share-Based Compensation
Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors, based on the fair value of the awards at the date of grant. The estimate of the fair value of stock options and performance based restricted awards are based on a Black-Scholes or Monte Carlo model, respectively, while the market price of the common stock at the date of grant is used for time based restricted awards. Compensation cost is recognized over the required service period, generally defined as the vesting or measurement period. The Company’s accounting policy is to recognize forfeitures as they occur.
Earnings per Share
Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. There are no unvested share-based payment awards that contain rights to nonforfeitable dividends (participating securities). Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from assumed issuance. 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 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. The following are descriptions of revenues within the scope of ASC 606.
Deposit service charges
The Company earns fees from its deposit customers for account maintenance, transaction-based and overdraft services. Account maintenance fees consist primarily of account fees and analyzed account fees charged on deposit accounts on a monthly basis. The performance obligation is satisfied and the fees are recognized on a monthly basis as the service period is completed. Transaction-based fees on deposit accounts are charged to deposit customers for specific services provided to the customer, such as non-sufficient funds fees, overdraft fees, and wire fees. The performance obligation is completed as the transaction occurs and the fees are recognized at the time each specific service is provided to the customer.
Debit and ATM interchange fees
Debit and ATM interchange income represent fees earned when a debit card issued by the Company is used. The Company earns interchange fees from debit cardholder transactions through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholders’ debit card. Certain expenses directly associated with the credit and debit card are recorded on a net basis with the interchange income.
Commission on sale of non-deposit investment products
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, 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. Brokerage accounts are charged commissions at the time of a transaction and the commission schedule is based upon the type of security and quantity. In addition, revenues are earned from selling insurance and annuity policies. The amount of revenue earned is determined by the value and type of each instrument sold and is recognized at the time the policy or contract is written.
Merchant fee income
Merchant fee income represents fees earned by the Company for card payment services provided to its merchant customers. The Company outsources these services to a third party to provide card payment services to these merchants. The third party provider passes the payments made by the merchants through to the Company. The Company, in turn, pays the third party provider for the services it provides to the merchants. These payments to the third party provider are recorded as expenses as a net reduction against fee income. In addition, a portion of the payment received represents interchange fees which are passed through to the card issuing bank. Income is primarily earned based on the dollar volume and number of transactions processed. The performance obligation is satisfied and the related fee is earned when each payment is accepted by the processing network.
Gain/loss on other real estate owned, net
The Company records a gain or loss from the sale of other real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed of trust. When the Company finances the sale of other real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the other real estate owned asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. 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
Certain amounts reported in previous consolidated financial statements have been reclassified and recalculated to conform to the presentation in this report. These reclassifications did not affect previously reported amounts of net income, total assets or total shareholders’ equity.
Note 2 – Accounting Standards Update
Accounting standards adopted in the current period
Standard Summary of Guidance Effects on financial statements
ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures • Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria.
• The amount of net income taxes paid for federal, state, and foreign taxes, as well as the amount paid to any jurisdiction that net taxes exceed a 5% quantitative threshold.
• The amendments will require the disclosure of pre-tax income disaggregated between domestic and foreign, as well as income tax expense disaggregated by federal, state, and foreign.
• The amendment also eliminates certain disclosures related to unrecognized tax benefits and certain temporary differences. • The Company 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
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
The amortized cost and estimated fair values of investment securities classified as available for sale and held to maturity are summarized in the following tables:
December 31, 2025
(in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair Value
Debt Securities Available for Sale
Obligations of U.S. government agencies $ 1,174,813 $ 1,600 $ ( 112,385 ) $ 1,064,028
Obligations of states and political subdivisions 240,199 110 ( 19,623 ) 220,686
Corporate bonds 4,981 3 ( 26 ) 4,958
Asset backed securities 270,817 131 ( 1,428 ) 269,520
Non-agency collateralized mortgage obligations 192,602 209 ( 20,072 ) 172,739
Total debt securities available for sale $ 1,883,412 $ 2,053 $ ( 153,534 ) $ 1,731,931
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ 88,980 $ 5 $ ( 3,552 ) $ 85,433
Obligations of states and political subdivisions 1,564 — ( 10 ) 1,554
Total debt securities held to maturity $ 90,544 $ 5 $ ( 3,562 ) $ 86,987
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.
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December 31, 2024
(in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair Value
Debt Securities Available for Sale
Obligations of U.S. government agencies $ 1,268,654 $ 16 $ ( 174,485 ) $ 1,094,185
Obligations of states and political subdivisions 249,627 66 ( 28,949 ) 220,744
Corporate bonds 6,182 — ( 345 ) 5,837
Asset backed securities 314,814 687 ( 1,238 ) 314,263
Non-agency collateralized mortgage obligations 299,256 238 ( 29,638 ) 269,856
Total debt securities available for sale $ 2,138,533 $ 1,007 $ ( 234,655 ) $ 1,904,885
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ 109,155 $ 3 $ ( 7,443 ) $ 101,715
Obligations of states and political subdivisions 2,711 2 ( 79 ) 2,634
Total debt securities held to maturity $ 111,866 $ 5 $ ( 7,522 ) $ 104,349
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. 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.
The amortized cost and estimated fair value of debt securities at December 31, 2025 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. At December 31, 2025, obligations of U.S. government and agencies with an amortized cost basis totaling $ 1.2 billion consist almost entirely of residential real estate mortgage-backed securities whose contractual maturity, or principal repayment, will follow the repayment of the underlying mortgages. For purposes of the following table, the entire outstanding balance of these mortgage-backed securities issued by U.S. government corporations and agencies is categorized based on final maturity date. At December 31, 2025, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S. government corporations and agencies to be approximately 6.08 years. Average remaining life is defined as the time span after which the principal balance has been reduced by half.
December 31, 2025
Available for Sale Held to Maturity
(In thousands) Amortized
Cost Estimated
Fair Value Amortized
Cost Estimated
Fair Value
Due in one year $ — $ — $ 57 $ 57
Due after one year through five years 70,429 68,790 2,613 2,583
Due after five years through ten years 214,922 200,690 86,939 83,440
Due after ten years 1,598,061 1,462,451 935 907
Totals $ 1,883,412 $ 1,731,931 $ 90,544 $ 86,987
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
Less than 12 months 12 months or more Total
(in thousands) Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss
Debt Securities Available for Sale
Obligations of U.S. government agencies $ 39,263 $ ( 133 ) $ 916,500 $ ( 112,252 ) $ 955,763 $ ( 112,385 )
Obligations of states and political subdivisions 2,874 ( 106 ) 201,382 ( 19,517 ) 204,256 ( 19,623 )
Corporate bonds 495 ( 5 ) 2,229 ( 21 ) 2,724 ( 26 )
Asset backed securities 94,965 ( 161 ) 70,084 ( 1,267 ) 165,049 ( 1,428 )
Non-agency collateralized mortgage obligations 10,524 ( 1 ) 131,873 ( 20,071 ) 142,397 ( 20,072 )
Total debt securities available for sale $ 148,121 $ ( 406 ) $ 1,322,068 $ ( 153,128 ) $ 1,470,189 $ ( 153,534 )
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ — $ — $ 85,273 $ ( 3,552 ) $ 85,273 $ ( 3,552 )
Obligations of states and political subdivisions — — 1,555 ( 10 ) 1,555 ( 10 )
Total debt securities held to maturity $ — $ — $ 86,828 $ ( 3,562 ) $ 86,828 $ ( 3,562 )
December 31, 2024
Less than 12 months 12 months or more Total
(in thousands) Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss
Debt Securities Available for Sale
Obligations of U.S. government agencies $ 63,714 $ ( 842 ) $ 1,021,654 $ ( 173,643 ) $ 1,085,368 $ ( 174,485 )
Obligations of states and political subdivisions 7,457 ( 140 ) 208,063 ( 28,809 ) 215,520 ( 28,949 )
Corporate bonds 1,229 ( 17 ) 4,608 ( 328 ) 5,837 ( 345 )
Asset backed securities 44,707 ( 30 ) 75,734 ( 1,208 ) 120,441 ( 1,238 )
Non-agency collateralized mortgage obligations — — 236,671 ( 29,638 ) 236,671 ( 29,638 )
Total securities available for sale $ 117,107 $ ( 1,029 ) $ 1,546,730 $ ( 233,626 ) $ 1,663,837 $ ( 234,655 )
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ — $ — $ 101,553 $ ( 7,443 ) $ 101,553 $ ( 7,443 )
Obligations of states and political subdivisions — — 1,485 ( 79 ) 1,485 ( 79 )
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 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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The Company monitors credit quality of debt securities held-to-maturity through the use of credit rating. The Company monitors the credit rating on a monthly basis. The following table summarizes the amortized cost of debt securities held-to-maturity at the dates indicated, aggregated by credit quality indicator:
December 31, 2025 December 31, 2024
(in thousands)
AAA/AA/A BBB/BB/B AAA/AA/A BBB/BB/B
Debt Securities Held to Maturity
Obligations of U.S. government agencies $ 88,980 $ — $ 109,155 $ —
Obligations of states and political subdivisions 1,564 — 2,711 —
Total debt securities held to maturity $ 90,544 $ — $ 111,866 $ —
Note 4 – Loans
A summary of loan balances follows:
(in thousands)
December 31, 2025 December 31, 2024
Commercial real estate:
CRE non-owner occupied $ 2,495,849 $ 2,323,036
CRE owner occupied 1,020,770 961,415
Multifamily 1,085,698 1,028,035
Farmland 251,445 265,146
Total commercial real estate loans 4,853,762 4,577,632
Consumer:
SFR 1-4 1st DT liens 842,169 859,660
SFR HELOCs and junior liens 431,772 363,420
Other 40,669 57,979
Total consumer loans 1,314,610 1,281,059
Commercial and industrial 464,428 471,271
Construction 301,045 279,933
Agriculture production 172,494 151,822
Leases 4,748 6,806
Total loans, net of deferred loan fees and discounts $ 7,111,087 $ 6,768,523
Total principal balance of loans owed, net of charge-offs $ 7,141,911 $ 6,804,113
Unamortized net deferred loan fees ( 15,896 ) ( 15,283 )
Discounts to principal balance of loans owed, net of charge-offs ( 14,928 ) ( 20,307 )
Total loans, net of unamortized deferred loan fees and discounts $ 7,111,087 $ 6,768,523
Allowance for credit losses $ ( 125,762 ) $ ( 125,366 )
Note 5 – Allowance for Credit Losses
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 $ 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
(in thousands) Beginning
Balance Charge-offs Recoveries Provision for
(Benefit From)
Credit Losses Ending
Balance
Commercial real estate:
CRE non-owner occupied $ 37,229 $ — $ 2 $ 3,069 $ 40,300
CRE owner occupied 15,747 — 1 ( 3,036 ) 12,712
Multifamily 15,913 — — 1,414 17,327
Farmland 3,960 ( 1,053 ) — 2,286 5,193
Total commercial real estate loans 72,849 ( 1,053 ) 3 3,733 75,532
Consumer:
SFR 1-4 1st DT liens 14,227 — 6 ( 3,188 ) 11,045
SFR HELOCs and junior liens 10,411 — 26 2,827 13,264
Other 2,825 ( 649 ) 138 ( 340 ) 1,974
Total consumer loans 27,463 ( 649 ) 170 ( 701 ) 26,283
Commercial and industrial 14,397 ( 9,338 ) 291 6,080 11,430
Construction 7,224 — — 1,007 8,231
Agriculture production 3,403 ( 11 ) 665 208 4,265
Leases 30 — — ( 9 ) 21
Allowance for credit losses on loans 125,366 ( 11,051 ) 1,129 10,318 125,762
Reserve for unfunded commitments 6,000 — — 1,745 7,745
Total $ 131,366 $ ( 11,051 ) $ 1,129 $ 12,063 $ 133,507
Allowance for Credit Losses – December 31, 2024
(in thousands) Beginning
Balance Charge-offs Recoveries Provision for
(Benefit from)
Credit Losses Ending
Balance
Commercial real estate:
CRE non-owner occupied $ 35,077 $ — $ 187 $ 1,965 $ 37,229
CRE owner occupied 15,081 — 2 664 15,747
Multifamily 14,418 — — 1,495 15,913
Farmland 4,288 — — ( 328 ) 3,960
Total commercial real estate loans 68,864 — 189 3,796 72,849
Consumer:
SFR 1-4 1st DT liens 14,009 ( 27 ) — 245 14,227
SFR HELOCs and junior liens 10,273 ( 41 ) 395 ( 216 ) 10,411
Other 3,171 ( 746 ) 217 183 2,825
Total consumer loans 27,453 ( 814 ) 612 212 27,463
Commercial and industrial 12,750 ( 1,787 ) 547 2,887 14,397
Construction 8,856 — — ( 1,632 ) 7,224
Agriculture production 3,589 ( 1,450 ) 65 1,199 3,403
Leases 10 — — 20 30
Allowance for credit losses on loans 121,522 ( 4,051 ) 1,413 6,482 125,366
Reserve for unfunded commitments 5,850 — — 150 6,000
Total $ 127,372 $ ( 4,051 ) $ 1,413 $ 6,632 $ 131,366
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Allowance for Credit Losses – December 31, 2023
(in thousands) Beginning
Balance Charge-offs Recoveries Provision for
(Benefit from)
Credit Losses Ending
Balance
Commercial real estate:
CRE non-owner occupied $ 30,962 $ — $ — $ 4,115 $ 35,077
CRE owner occupied 14,014 ( 3,637 ) 2 4,702 15,081
Multifamily 13,132 — — 1,286 14,418
Farmland 3,273 — — 1,015 4,288
Total commercial real estate loans 61,381 ( 3,637 ) 2 11,118 68,864
Consumer:
SFR 1-4 1st DT liens 11,268 — 262 2,479 14,009
SFR HELOCs and junior liens 11,413 ( 66 ) 723 ( 1,797 ) 10,273
Other 1,958 ( 558 ) 190 1,581 3,171
Total consumer loans 24,639 ( 624 ) 1,175 2,263 27,453
Commercial and industrial 13,597 ( 3,879 ) 316 2,716 12,750
Construction 5,142 — — 3,714 8,856
Agriculture production 906 — 34 2,649 3,589
Leases 15 — — ( 5 ) 10
Allowance for credit losses on loans 105,680 ( 8,140 ) 1,527 22,455 121,522
Reserve for unfunded commitments 4,315 — — 1,535 5,850
Total $ 109,995 $ ( 8,140 ) $ 1,527 $ 23,990 $ 127,372
As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including, but not limited to, trends relating to (i) the level of criticized and classified loans, (ii) net charge-offs, (iii) non-performing loans, and (iv) delinquency within the portfolio. The Company analyzes loans individually to classify the loans as to credit risk and grading. This analysis is performed annually for all outstanding balances greater than $ 1.0 million and non-homogeneous loans, such as commercial real estate loans, unless other indicators, such as delinquency, trigger more frequent evaluation. Loans below the $ 1.0 million threshold and homogenous in nature are evaluated as needed for proper grading based on delinquency and borrower credit scores.
Collateral values may be determined by appraisals obtained through Bank approved, licensed appraisers, qualified independent third parties, public value information (blue book values for autos), sales invoices, or other appropriate means. Appropriate valuations are obtained at initiation of the credit and periodically (every 3 - 12 months depending on collateral type) once repayment is questionable and the loan has been classified.
The Company utilizes a risk grading system to assign a risk grade to each of its loans. Loans are graded on a scale ranging from Pass to Loss. 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. These loans typically meet most if not all policy standards in regard to: loan amount as a percentage of collateral value, debt service coverage, profitability, leverage, and working capital.
• Special Mention – This grade represents “Other Assets Especially Mentioned” in accordance with regulatory guidelines and includes loans that display some potential weaknesses which, if left unaddressed, may result in deterioration of the repayment prospects for the asset or may inadequately protect the Company’s position in the future. These loans warrant more than normal supervision and attention.
• Substandard – This grade represents “Substandard” loans in accordance with regulatory guidelines. Loans within this rating typically exhibit weaknesses that are well defined to the point that repayment is jeopardized. Loss potential is, however, not necessarily evident. The underlying collateral supporting the credit appears to have sufficient value to protect the Company from loss of principal and accrued interest, or the loan has been written down to the point where this is true. There is a definite need for a well-defined workout/rehabilitation program.
• Doubtful – This grade represents “Doubtful” loans in accordance with regulatory guidelines. An asset classified as Doubtful has all the weaknesses inherent in a loan classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and financing plans.
• Loss – This grade represents “Loss” loans in accordance with regulatory guidelines. A loan classified as Loss is considered uncollectible and of such little value that its continuance as a bankable asset is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan, even though some recovery may be affected in the future. The portion of the loan that is graded loss should be charged off no later than the end of the quarter in which the loss is identified.
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The following tables present ending loan balances by loan category and risk grade for the periods indicated:
Term Loans Amortized Cost Basis by Origination Year - As of December 31, 2025
(in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
Commercial real estate:
Credit quality indicators
Pass $ 262,241 $ 188,789 $ 162,739 $ 417,564 $ 276,975 $ 1,007,772 $ 140,006 $ — $ 2,456,086
Special Mention — 818 12,692 1,634 4,566 3,182 105 — 22,997
Substandard — — — 1,728 — 15,038 — — 16,766
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 147,249 $ 79,772 $ 76,729 $ 177,644 $ 168,858 $ 301,503 $ 33,540 $ — $ 985,295
Special Mention 8,636 135 361 1,045 237 5,148 5,184 — 20,746
Substandard — — — 7,244 3,176 4,140 169 — 14,729
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 92,061 $ 68,472 $ 27,502 $ 185,703 $ 288,556 $ 358,396 $ 48,246 $ — $ 1,068,936
Special Mention — — — 3,044 443 202 — — 3,689
Substandard — — — 435 — 12,638 — — 13,073
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 8,901 $ 23,038 $ 18,261 $ 34,581 $ 14,831 $ 49,450 $ 35,723 $ — $ 184,785
Special Mention 624 — — 1,937 2,618 2,462 1,978 — 9,619
Substandard — — 816 9,414 20,263 13,252 13,296 — 57,041
Doubtful/Loss — — — — — — — — —
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
(in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
Consumer loans:
Credit quality indicators
Pass $ 81,083 $ 45,517 $ 87,492 $ 159,382 $ 218,999 $ 225,410 $ — $ 5,688 $ 823,571
Special Mention — 1,091 — 581 4,642 1,918 — 406 8,638
Substandard — — 219 284 3,313 5,618 — 526 9,960
Doubtful/Loss — — — — — — — — —
Total SFR 1st DT liens $ 81,083 $ 46,608 $ 87,711 $ 160,247 $ 226,954 $ 232,946 $ — $ 6,620 $ 842,169
Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer loans:
Credit quality indicators
Pass $ 2,116 $ — $ — $ — $ — $ 53 $ 408,407 $ 5,407 $ 415,983
Special Mention — — — — — — 9,482 377 9,859
Substandard — — — — — — 5,604 326 5,930
Doubtful/Loss — — — — — — — — —
Total SFR HELOCs and junior liens $ 2,116 $ — $ — $ — $ — $ 53 $ 423,493 $ 6,110 $ 431,772
Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer loans:
Credit quality indicators
Pass $ 4,222 $ 4,795 $ 13,717 $ 4,010 $ 4,094 $ 7,489 $ 540 $ — $ 38,867
Special Mention 77 12 202 1 251 153 43 — 739
Substandard — 69 256 303 190 242 3 — 1,063
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 122,819 $ 44,904 $ 35,360 $ 52,018 $ 16,922 $ 6,046 $ 170,194 $ 73 $ 448,336
Special Mention 50 234 2,810 707 — 37 5,330 — 9,168
Substandard — 310 96 618 2,816 342 2,695 47 6,924
Doubtful/Loss — — — — — — — — —
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
(in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
Construction loans:
Credit quality indicators
Pass $ 45,182 $ 84,196 $ 104,482 $ 44,172 $ 7,021 $ 13,108 $ — $ — $ 298,161
Special Mention 372 — 1,862 — — — — — 2,234
Substandard — — — — 529 121 — — 650
Doubtful/Loss — — — — — — — — —
Total construction $ 45,554 $ 84,196 $ 106,344 $ 44,172 $ 7,550 $ 13,229 $ — $ — $ 301,045
Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Agriculture production loans:
Credit quality indicators
Pass $ 1,816 $ 727 $ 1,029 $ 1,409 $ 393 $ 7,282 $ 137,121 $ — $ 149,777
Special Mention — — — — — — 22,079 — 22,079
Substandard — — — 114 237 135 152 — 638
Doubtful/Loss — — — — — — — — —
Total agriculture production $ 1,816 $ 727 $ 1,029 $ 1,523 $ 630 $ 7,417 $ 159,352 $ — $ 172,494
Current year gross charge-offs $ — $ — $ — $ — $ — $ 11 $ — $ — $ 11
Leases:
Credit quality indicators
Pass $ 4,748 $ — $ — $ — $ — $ — $ — $ — $ 4,748
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful/Loss — — — — — — — — —
Total leases $ 4,748 $ — $ — $ — $ — $ — $ — $ — $ 4,748
Current year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
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
Special Mention 9,759 2,290 17,927 8,949 12,757 13,102 44,201 783 109,768
Substandard — 379 1,387 20,140 30,524 51,526 21,919 899 126,774
Doubtful/Loss — — — — — — — — —
Total loans outstanding $ 782,197 $ 542,879 $ 546,625 $ 1,105,572 $ 1,039,930 $ 2,041,137 $ 1,039,897 $ 12,850 $ 7,111,087
Current year gross charge-offs $ 991 $ 160 $ 15 $ — $ 567 $ 80 $ 9,238 $ — $ 11,051
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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2024
(in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
Commercial real estate:
Credit quality indicators
Pass $ 184,623 $ 177,650 $ 408,129 $ 282,953 $ 152,278 $ 909,735 $ 163,628 $ — $ 2,278,996
Special Mention — 836 1,688 — — 24,840 506 — 27,870
Substandard — — — — — 16,170 — — 16,170
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 83,320 $ 75,804 $ 191,619 $ 177,134 $ 104,490 $ 254,282 $ 35,961 $ — $ 922,610
Special Mention 1,618 — 2,699 1,731 206 11,950 — — 18,204
Substandard — 242 7,798 5,380 3,490 3,644 47 — 20,601
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 65,376 $ 27,904 $ 171,470 $ 294,317 $ 117,889 $ 289,229 $ 44,816 $ — $ 1,011,001
Special Mention — — — 11,926 — 207 3,393 — 15,526
Substandard — — 480 — 554 474 — — 1,508
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 23,780 $ 18,205 $ 45,582 $ 20,832 $ 15,066 $ 36,909 $ 44,083 $ — $ 204,457
Special Mention — — 2,057 7,944 47 3,764 1,356 — 15,168
Substandard — 2,770 — 20,414 — 10,416 11,921 — 45,521
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 60,203 $ 113,467 $ 173,217 $ 241,388 $ 115,915 $ 137,361 $ — $ 3,952 $ 845,503
Special Mention — — 60 — — 892 — 239 1,191
Substandard — 244 137 3,467 2,092 6,393 — 633 12,966
Doubtful/Loss — — — — — — — — —
Total SFR 1st DT liens $ 60,203 $ 113,711 $ 173,414 $ 244,855 $ 118,007 $ 144,646 $ — $ 4,824 $ 859,660
Prior year gross charge-offs $ — $ 27 $ — $ — $ — $ — $ — $ — $ 27
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Term Loans Amortized Cost Basis by Origination Year – As of December 31, 2024
(in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
Consumer loans:
Credit quality indicators
Pass $ 236 $ — $ — $ — $ — $ 68 $ 345,902 $ 5,799 $ 352,005
Special Mention — — — — — 4 6,082 327 6,413
Substandard — — — — — — 4,579 423 5,002
Doubtful/Loss — — — — — — — — —
Total SFR HELOCs and junior liens $ 236 $ — $ — $ — $ — $ 72 $ 356,563 $ 6,549 $ 363,420
Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ 41 $ — $ 41
Consumer loans:
Credit quality indicators
Pass $ 10,371 $ 21,746 $ 5,891 $ 6,059 $ 4,917 $ 6,991 $ 610 $ — $ 56,585
Special Mention — 63 34 227 107 41 21 — 493
Substandard 37 152 304 111 2 294 1 — 901
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 73,321 $ 49,921 $ 61,634 $ 48,255 $ 3,721 $ 8,463 $ 203,978 $ 150 $ 449,443
Special Mention 137 775 1,970 63 275 851 3,197 — 7,268
Substandard 272 35 682 728 — 596 12,200 47 14,560
Doubtful/Loss — — — — — — — — —
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:
Credit quality indicators
Pass $ 36,031 $ 124,759 $ 80,269 $ 11,354 $ 6,714 $ 7,359 $ — $ — $ 266,486
Special Mention — — 13,390 — — — — — 13,390
Substandard — — — — — 57 — — 57
Doubtful/Loss — — — — — — — — —
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
(in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
Agriculture production loans:
Credit quality indicators
Pass $ 265 $ 1,434 $ 2,297 $ 905 $ 175 $ 7,477 $ 133,115 $ — $ 145,668
Special Mention — — — — 2 218 5,192 — 5,412
Substandard — — 138 485 107 12 — — 742
Doubtful/Loss — — — — — — — — —
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
Leases:
Credit quality indicators
Pass $ 6,806 $ — $ — $ — $ — $ — $ — $ — $ 6,806
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful/Loss — — — — — — — — —
Total leases $ 6,806 $ — $ — $ — $ — $ — $ — $ — $ 6,806
Prior year gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
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
Special Mention 1,755 1,674 21,898 21,891 637 42,767 19,747 566 110,935
Substandard 309 3,443 9,539 30,585 6,245 38,056 28,748 1,103 118,028
Doubtful/Loss — — — — — — — — —
Total loans outstanding $ 546,396 $ 616,007 $ 1,171,545 $ 1,135,673 $ 528,047 $ 1,738,697 $ 1,020,588 $ 11,570 $ 6,768,523
Prior year gross charge-offs $ 774 $ 115 $ 391 $ 169 $ 61 $ 108 $ 2,433 $ — $ 4,051
Once a loan becomes delinquent and repayment becomes questionable, a Bank collection officer will address collateral shortfalls with the borrower and attempt to obtain additional collateral. If this is not forthcoming and payment in full is unlikely, the Bank will estimate its probable loss, using a recent valuation as appropriate to the underlying collateral less estimated costs of sale, and charge the loan down to the estimated net realizable amount. Depending on the length of time until ultimate collection, the Bank may revalue the underlying collateral and take additional charge-offs as warranted. Revaluations may occur as often as every 3-12 months depending on the underlying collateral and volatility of values. Final charge-offs or recoveries are taken when collateral is liquidated and actual loss is known. Unpaid balances on loans after or during collection and liquidation may also be pursued through lawsuit and attachment of wages or judgment liens on borrower’s other assets.
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The following table shows the ending balance of current and past due originated loans by loan category as of the date indicated:
Analysis of Past Due Loans - As of December 31, 2025
(in thousands) 30-59 days 60-89 days > 90 days Total Past
Due Loans Current Total
Commercial real estate:
CRE non-owner occupied $ 1,599 $ 1,728 $ 3,692 $ 7,019 $ 2,488,830 $ 2,495,849
CRE owner occupied 3,261 — 2,189 5,450 1,015,320 1,020,770
Multifamily 687 147 — 834 1,084,864 1,085,698
Farmland — — 10,937 10,937 240,508 251,445
Total commercial real estate loans 5,547 1,875 16,818 24,240 4,829,522 4,853,762
Consumer:
SFR 1-4 1st DT liens 832 1,968 1,697 4,497 837,672 842,169
SFR HELOCs and junior liens 516 1,305 1,843 3,664 428,108 431,772
Other 183 19 387 589 40,080 40,669
Total consumer loans 1,531 3,292 3,927 8,750 1,305,860 1,314,610
Commercial and industrial 1,619 522 1,629 3,770 460,658 464,428
Construction — — 603 603 300,442 301,045
Agriculture production — 88 480 568 171,926 172,494
Leases — — — — 4,748 4,748
Total $ 8,697 $ 5,777 $ 23,457 $ 37,931 $ 7,073,156 $ 7,111,087
The following table shows the ending balance of current and past due originated loans by loan category as of the date indicated:
Analysis of Past Due Loans - As of December 31, 2024
(in thousands) 30-59 days 60-89 days > 90 days Total Past
Due Loans Current Total
Commercial real estate:
CRE non-owner occupied $ 221 $ — $ 2,452 $ 2,673 $ 2,320,363 $ 2,323,036
CRE owner occupied 1,625 85 3,619 5,329 956,086 961,415
Multifamily 1,120 — — 1,120 1,026,915 1,028,035
Farmland 2,686 113 6,145 8,944 256,202 265,146
Total commercial real estate loans 5,652 198 12,216 18,066 4,559,566 4,577,632
Consumer:
SFR 1-4 1st DT liens — 6 1,556 1,562 858,098 859,660
SFR HELOCs and junior liens 201 852 1,078 2,131 361,289 363,420
Other 50 — 132 182 57,797 57,979
Total consumer loans 251 858 2,766 3,875 1,277,184 1,281,059
Commercial and industrial 537 308 9,257 10,102 461,169 471,271
Construction — — — — 279,933 279,933
Agriculture production 37 317 314 668 151,154 151,822
Leases — — — — 6,806 6,806
Total $ 6,477 $ 1,681 $ 24,553 $ 32,711 $ 6,735,812 $ 6,768,523
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The following table shows the ending balance of non accrual loans by loan category as of the date indicated:
Non Accrual Loans
As of December 31, 2025 As of December 31, 2024
(in thousands) Non accrual with no allowance for credit losses Total non accrual Past due 90 days or more and still accruing Non accrual with no allowance for credit losses Total non accrual Past due 90 days or more and still accruing
Commercial real estate:
CRE non-owner occupied $ 7,089 $ 7,089 $ — $ 3,017 $ 3,017 $ —
CRE owner occupied 7,733 7,733 — 3,632 3,874 —
Multifamily 435 435 — 480 480 —
Farmland 26,840 31,615 — 12,483 16,195 —
Total commercial real estate loans 42,097 46,872 — 19,612 23,566 —
Consumer:
SFR 1-4 1st DT liens 6,246 6,246 — 5,979 5,979 —
SFR HELOCs and junior liens 5,192 5,474 — 3,370 3,868 —
Other 80 459 — 41 204 —
Total consumer loans 11,518 12,179 — 9,390 10,051 —
Commercial and industrial 1,228 3,976 36 830 9,707 59
Construction 650 650 — 57 57 —
Agriculture production 435 460 45 — 656 —
Leases — — — — — —
Sub-total 55,928 64,137 81 29,889 44,037 59
Less: Guaranteed loans ( 1,667 ) ( 1,688 ) — ( 828 ) ( 816 ) —
Total, net $ 54,261 $ 62,449 $ 81 $ 29,061 $ 43,221 $ 59
Interest income on non accrual loans that would have been recognized during the years ended December 31, 2025, 2024, and 2023, if all such loans had been current in accordance with their original terms, totaled $ 5.0 million, $ 4.2 million, and $ 2.5 million, respectively. Interest income actually recognized on these loans during the years ended December 31, 2025, 2024, and 2023 was $ 1.0 million, $ 0.8 million, and $ 1.0 million, respectively.
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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:
As of December 31, 2025
(in thousands) Retail Office Warehouse Other Multifamily Farmland SFR -1st Deed SFR -2nd Deed Automobile/Truck A/R and Inventory Equipment Total
Commercial real estate:
CRE non-owner occupied $ 2,892 $ 3,195 $ — $ 1,002 $ — $ — $ — $ — $ — $ — $ — $ 7,089
CRE owner occupied 4,564 1,432 — 1,737 — — — — — — — 7,733
Multifamily — — — — 435 — — — — — — 435
Farmland — — — — — 31,615 — — — — — 31,615
Total commercial real estate loans 7,456 4,627 — 2,739 435 31,615 — — — — — 46,872
Consumer:
SFR 1-4 1st DT liens — — — — — — 6,246 — — — — 6,246
SFR HELOCs and junior liens — — — — — — 1,579 3,687 — — — 5,266
Other — — — — — — — — 456 — — 456
Total consumer loans — — — — — — 7,825 3,687 456 — — 11,968
Commercial and industrial — — — — — — — — — 1,477 2,499 3,976
Construction — — — 529 — — 121 — — — — 650
Agriculture production — — — 153 — — — — — 25 282 460
Leases — — — — — — — — — — — —
Total $ 7,456 $ 4,627 $ — $ 3,421 $ 435 $ 31,615 $ 7,946 $ 3,687 $ 456 $ 1,502 $ 2,781 $ 63,926
As of December 31, 2024
(in thousands) Retail Office Warehouse Other Multifamily Farmland SFR -1st Deed SFR -2nd Deed Automobile/Truck A/R and Inventory Equipment Total
Commercial real estate:
CRE non-owner occupied $ 2,452 $ 356 $ — $ 210 $ — $ — $ — $ — $ — $ — $ — $ 3,018
CRE owner occupied — 260 142 3,472 — — — — — — — 3,874
Multifamily — — — — 480 — — — — — — 480
Farmland — — — — — 16,448 — — — — — 16,448
Total commercial real estate loans 2,452 616 142 3,682 480 16,448 — — — — — 23,820
Consumer:
SFR 1-4 1st DT liens — — — — — — 5,979 — — — — 5,979
SFR HELOCs and junior liens — — — — — — 1,291 2,079 — — — 3,370
Other — — — — — — — — 132 — — 132
Total consumer loans — — — — — — 7,270 2,079 132 — — 9,481
Commercial and industrial — — — 8,334 — — — 54 — 530 788 9,706
Construction — — — — — — 57 — — — — 57
Agriculture production — — — — — — — — — — 12 12
Leases — — — — — — — — — — — —
Total $ 2,452 $ 616 $ 142 $ 12,016 $ 480 $ 16,448 $ 7,327 $ 2,133 $ 132 $ 530 $ 800 $ 43,076
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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.
The following tables show the amortized cost basis of loans that were both experiencing financial difficulty and modified during the periods presented. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivables is also presented below.
For the twelve months ended December 31, 2025
(in thousands) Combination - Term Extension / Rate Change Total % of Loans Outstanding
Consumer:
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 n/m
CRE owner occupied — 219 n/m
Multifamily 295 — n/m
Total commercial real estate loans 295 430 n/m
Consumer:
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 :
Modification Type Loan Type Financial Effect
Combination - term extension / rate change CRE non-owner occupied Added 120 months to the life of the loan; converted from variable to fixed interest rate
Combination - term extension / rate change CRE owner occupied Added 24 months to the life of the loan; converted from variable to fixed
Payment delay / term extension Multifamily Added 12 months to the life of the loan
Payment delay / term extension SFR HELOCs and junior liens Added 60 months to the life of the loan
Payment delay / term extension Commercial and industrial Added 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
A summary of the activity in the balance of real estate owned follows:
Year ended December 31,
(in thousands) 2025 2024
Beginning balance, net $ 2,786 $ 2,705
Additions/transfers from loans 6,309 682
Dispositions/sales ( 2,966 ) ( 359 )
Valuation adjustments 116 ( 242 )
Ending balance, net $ 6,245 $ 2,786
Ending valuation allowance $ ( 601 ) $ ( 717 )
Ending number of foreclosed assets 12 10
Proceeds from sale of real estate owned $ 2,594 $ 351
Gain (loss) on sale of real estate owned $ ( 253 ) $ ( 8 )
At December 31, 2025, there were no additional real estate properties with formal foreclosure proceedings underway.
Note 7 – Premises and Equipment
As of December 31,
(in thousands) 2025 2024
Land and land improvements $ 26,452 $ 26,365
Buildings 67,597 66,520
Furniture and equipment 47,848 45,205
141,897 138,090
Less: Accumulated depreciation ( 73,295 ) ( 69,057 )
68,602 69,033
Construction in progress 1,122 1,254
Total premises and equipment $ 69,724 $ 70,287
Depreciation expense for premises and equipment amounted to $ 5.8 million, $ 5.6 million, and $ 5.8 million during the years ended 2025, 2024, and 2023, respectively.
Note 8 – Cash Value of Life Insurance
A summary of the activity in the balance of cash value of life insurance follows:
Year ended December 31,
(in thousands) 2025 2024
Beginning balance $ 140,149 $ 136,892
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
End of period death benefit $ 218,192 $ 224,723
Number of policies owned 200 216
Insurance companies used 14 14
Current and former employees and directors covered 77 79
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:
(in thousands) December 31,
2025 Additions Reductions December 31,
2024
Goodwill $ 304,442 $ — $ — $ 304,442
Impairment exists when a Company’s carrying value exceeds its fair value. Goodwill is evaluated for impairment annually. At September 30, 2025, the Company had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the Company exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeds its carrying value, resulting in no impairment. For each of the years in the three year period ended December 31, 2025, there were no impairment charges recognized.
The following table summarizes the Company’s core deposit intangibles (“CDI”) as of the dates indicated:
(in thousands) December 31,
2025 December 31,
2024
Core deposit intangibles, gross $ 38,240 $ 38,240
Fully amortized portion — —
Core deposit intangibles, gross ending balance 38,240 38,240
Accumulated amortization, gross ( 31,808 ) ( 27,688 )
Fully amortized portion — —
Amortization expense ( 1,961 ) ( 4,120 )
Accumulated amortization, gross ending balance ( 33,769 ) ( 31,808 )
Core deposit intangible, net $ 4,471 $ 6,432
The Company's remaining net CDI balance of $ 4.5 million as of December 31, 2025 reflects gross balances recorded from the VRB acquisition on March 25, 2022 totaling $ 10.6 million and the FNBB acquisition on July 6, 2018 totaling $ 27.6 million. The following table summarizes the Company’s estimated core deposit intangible amortization (dollars in thousands):
Years Ended Estimated CDI Amortization
2026 $ 1,527
2027 1,008
2028 797
2029 587
2030 377
Thereafter 175
$ 4,471
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Note 10 – Mortgage Servicing Rights
The following tables summarize the activity in, and the main assumptions used to determine the fair value of mortgage servicing rights for the periods indicated:
(in thousands) Year ended December 31,
2025 2024 2023
Balance at beginning of period $ 6,626 $ 6,606 $ 6,712
Additions 574 500 400
Change in fair value ( 560 ) ( 480 ) ( 506 )
Balance at end of period $ 6,640 $ 6,626 $ 6,606
Contractually specified servicing fees, late fees and ancillary fees earned $ 1,736 $ 1,739 $ 1,808
Balance of loans serviced at:
Beginning of period $ 702,596 $ 714,801 $ 739,919
End of period $ 693,679 $ 702,596 $ 714,801
Period end:
Weighted-average prepayment speed (CPR) 119.0 % 109.0 % 116.0 %
Weighted-average expected life (years) 7.7 8.0 7.8
Weighted-average discount rate 12.0 % 12.0 % 12.0 %
The changes in fair value of MSRs during 2025 were primarily due to changes in mortgage prepayment speeds and changes in principal balances of the underlying mortgages. The changes in fair value of MSRs during 2024 were primarily due to changes in principal balance and mortgage prepayment speeds of the MSRs. The changes in fair value of MSRs during 2023 were primarily due to changes in investor require rate of return, or discount rate, of the MSRs.
Note 11 - Leases
The following table presents the components of lease expense for the periods indicated:
Year ended December 31,
(in thousands) 2025 2024
Operating lease cost $ 5,864 $ 5,730
Short-term lease cost 216 216
Variable lease cost (income) ( 30 ) 4
Total lease cost $ 6,050 $ 5,950
The following table presents supplemental cash flow information related to leases as of the periods ended:
Year ended December 31,
(in thousands) 2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 6,185 $ 6,170
ROUA obtained in exchange for operating lease liabilities $ 6,894 $ 2,226
The following table presents the weighted average operating lease term and discount rate as of the periods ended:
Year ended December 31,
2025 2024
Weighted-average remaining lease term 7.4 years 7.6 years
Weighted-average discount rate 3.8 % 3.5 %
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At December 31, 2025, future expected operating lease payments are as follows (in thousands):
Periods ending December 31,
2026 $ 6,149
2027 5,528
2028 4,279
2029 3,007
2030 2,630
Thereafter 9,937
31,530
Discount for present value of expected cash flows ( 4,252 )
Lease liability at December 31, 2025 $ 27,278
Note 12 – Deposits
A summary of the balances of deposits follows:
(in thousands) December 31,
2025 2024
Noninterest-bearing demand $ 2,594,032 $ 2,548,613
Interest-bearing demand 1,784,769 1,758,629
Savings 2,775,058 2,657,849
Time certificates, $250,000 and over 484,858 485,180
Other time certificates 625,184 637,305
Total deposits $ 8,263,901 $ 8,087,576
Overdrawn deposit balances of $ 2.7 million and $ 2.5 million were classified as consumer loans at December 31, 2025 and 2024, respectively.
At December 31, 2025, the scheduled maturities of time deposits were as follows (in thousands):
Scheduled
Maturities
2026 $ 1,094,810
2027 9,045
2028 4,147
2029 1,096
2030 944
Thereafter —
Total $ 1,110,042
Note 13 – Other Borrowings
A summary of the balances of other borrowings follows:
December 31,
(in thousands) 2025 2024
Term borrowing at FHLB, fixed rate of 5.23 %, maturity date of April 8, 2025
— 75,000
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
11,713 14,610
Total other borrowings $ 11,713 $ 89,610
Other collateralized borrowings are generally overnight maturity borrowings from non-financial institutions that are collateralized by securities owned by the Company. As of December 31, 2025, the Company has pledged as collateral and sold under agreements to repurchase investment securities with fair value of $ 11.7 million under these other collateralized borrowings.
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The Company maintains a collateralized line of credit with the FHLB. 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.
The Company maintains a collateralized line of credit with the Federal Reserve Bank of San Francisco (“FRB”). As of December 31, 2025, this line provided for maximum borrowings of $ 363.7 million of which none was outstanding. As of December 31, 2025, the Company has loans with unpaid principal balances totaling $ 506.7 million as potential collateral under this collateralized line of credit with the FRB.
The Company has available unused correspondent banking lines of credit from commercial banks totaling $ 85.0 million for federal funds transactions at December 31, 2025.
Note 14 – Junior Subordinated Debt
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. The trusts used the net proceeds from the offering to purchase a like amount of subordinated debentures (the Debentures) of the Company. The Debentures are the sole assets of the trusts. The Company’s obligations under the subordinated debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. The Company has the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. The Company also has a right to defer consecutive payments of interest on the debentures for up to five years .
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):
Coupon Rate
(Variable) 3 mo. SOFR + As of December 31, 2025 December 31, 2024
Subordinated Debt Series Maturity
Date Face
Value Current
Coupon Rate Recorded
Book Value Recorded
Book Value
TriCo Cap Trust I 10/7/2033 $ 20,619 3.05 % 7.22 % $ 20,619 $ 20,619
TriCo Cap Trust II 7/23/2034 20,619 2.55 % 6.67 % 20,619 20,619
North Valley Trust II — — — — — 5,713
North Valley Trust III — — — — — 4,571
North Valley Trust IV — — — — — 7,863
VRB Subordinated - 6 %
— — — — — 16,799
VRB Subordinated - 5 %
— — — — — 25,007
$ 41,238 $ 41,238 $ 101,191
Note 15 – Commitments and Contingencies
Restricted Cash Balances — Reserves (in the form of deposits with the San Francisco Federal Reserve Bank) were not required to be maintained as of December 31, 2025 and 2024.
Financial Instruments with Off-Balance-Sheet Risk — The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. 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
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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.
The Company’s exposure to loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company’s exposure to loss in the event of nonperformance by the other party to the financial instrument for deposit account overdraft privilege is represented by the overdraft privilege amount disclosed to the deposit account holder.
The following table presents a summary of the Bank’s commitments and contingent liabilities:
December 31,
(in thousands) 2025 2024
Financial instruments whose amounts represent risk:
Commitments to extend credit:
Commercial loans $ 814,732 $ 788,491
Consumer loans 598,264 627,681
Real estate mortgage loans 432,608 419,172
Real estate construction loans 334,130 272,308
Standby letters of credit 38,986 39,804
Deposit account overdraft privilege 125,317 121,006
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates of one year or less or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on Management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, residential properties, and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements. Most standby letters of credit are issued for one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral requirements vary, but in general follow the requirements for other loan facilities.
Deposit account overdraft privilege amount represents the unused overdraft privilege balance available to the Company’s deposit account holders who have deposit accounts covered by an overdraft privilege. The Company has established an overdraft privilege for certain of its deposit account products whereby all holders of such accounts who bring their accounts to a positive balance at least once every thirty days receive the overdraft privilege. The overdraft privilege allows depositors to overdraft their deposit account up to a predetermined level. The predetermined overdraft limit is set by the Company based on account type.
Legal Proceedings — The Company is party to various legal and administrative proceedings and claims. While any litigation contains an element of uncertainty, management believes that neither the Company nor its subsidiaries are a party to any pending legal proceedings that are material, nor is their property the subject of any other material pending legal proceeding at this time. All other legal proceedings are routine and arise out of the ordinary course of the Bank’s business. None of those proceedings are currently expected to have a material adverse impact upon the Company’s and the Bank’s business, their consolidated financial position nor their operations in any material amount not already accrued, after taking into consideration any applicable insurance and any contingency reserves.
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.
In April 2024, Visa Inc. announced the commencement of an exchange offer for Visa Class B-1 common stock and the Company subsequently tendered all of its Visa Class B-1 common stock in exchange for a combination of Visa Class B-2 common stock and Visa Class C common stock. Completion of the exchange resulted in a gain of $ 2.9 million relating to the Visa Class C common stock, which was subsequently disposed. Visa Class B-2 common stock continues to be carried at zero. The Bank owns 6,698 shares of Class B-2 common stock of Visa Inc. which may be convertible into Class A common stock at a conversion ratio of 1.5108 per Class B-2 share. As of December 31, 2025, the value of the Class A shares was $ 350.71 per share. Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $ 3.5 million as of December 31, 2025, and has not been reflected in the accompanying consolidated financial statements. The shares of Visa Class B-2 common stock are restricted and may not be transferred. 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
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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. Until all U.S. covered litigation obligations have been satisfied or the Applicable Conversion Rate for the Class B-2 common stock reaches zero, there is no dollar cap on the amount of payments that a participating holder and its guarantors may be obligated to make under its Makewhole Agreement.
Mortgage loans sold to investors may be sold with servicing rights retained, with only the standard legal representations and warranties regarding recourse to the Bank. Management believes that any liabilities that may result from such recourse provisions are not significant.
Note 16 – Shareholders’ Equity
Dividends Paid
The Bank paid to the Company cash dividends in the aggregate amounts of $ 133.4 million, $ 71.2 million, and $ 52.8 million in 2025, 2024, and 2023, respectively. 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 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 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, 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. In total, shares of the Company's common stock tendered had market values of $ 1.9 million, $ 1.4 million, and $ 2.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. The tendered shares were retired. 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 2025 or 2021 Repurchase Programs.
Note 17 – Stock Options and Other Equity-Based Incentive Instruments
On April 16, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (2024 Plan) which was approved by shareholders on May 23, 2024. The 2024 Plan allows for up to 1,200,000 shares to be issued in connection with equity-based incentives. In conjunction with shareholder approval of the 2024 Plan, the 2019 Equity Incentive Plan (2019 Plan), which allowed for up to 1,500,000 shares to be issued in connection with equity-based incentives, is no longer available for grant issuances. 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:
Number of
Shares Option Price
per Share Weighted
Average
Exercise
Price
Outstanding at January 1, 2024
7,500 $ 23.21
$ 23.21
Options granted — — —
Options exercised ( 7,500 ) $ 23.21
$ 23.21
Options forfeited — — —
Outstanding at December 31, 2024
— $ 0.00
$ —
Options granted — — —
Options exercised — — —
Options forfeited — — —
Outstanding at December 31, 2025 — $ — $ —
The Company did not modify any options grants during the three-year period ended December 31, 2025.
The following table shows the total intrinsic value of options exercised, the total fair value of options vested, total compensation costs for options recognized in income, total tax benefit and excess tax benefits recognized in income related to compensation costs for options during the periods indicated:
Year Ended December 31,
(in thousands) 2025 2024 2023
Intrinsic value of options exercised $ — $ 153 $ 134
Fair value of options that vested — — —
Total compensation costs for options recognized in expense — — —
Total tax benefit recognized in income related to compensation costs for options — 42 40
Excess tax benefit recognized in income — — —
There were no stock options granted during 2025, 2024 and 2023, respectively.
Restricted stock unit activity is summarized in the following table for the dates indicated:
Service Condition Vesting RSUs Market Plus Service Condition
Vesting RSUs
Number
of RSUs Weighted Average
Fair Value on
Date of Grant Number of
RSUs Weighted Average
Fair Value on
Date of Grant
Outstanding at January 1, 2025
152,572 144,715
RSUs granted 81,060 $ 37.68 49,692 $ 28.62
Additional market plus service condition RSUs vested — —
RSUs added through dividend credits 4,598 —
RSUs released through vesting ( 85,204 ) ( 31,788 )
RSUs forfeited/expired ( 11,937 ) ( 17,134 )
Outstanding at December 31, 2025 141,089 145,485
The Company uses a Monte Carlo simulation model to determine the grant-date fair value of awards with market plus service conditions (PSU). The weighted average fair value and assumptions used to value the PSU awards granted with market-based performance conditions are as follows:
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December 31,
2025 2024
Performance share fair value $ 28.62 $ 20.86
Risk-free interest rate 3.91 % 4.32 %
Expected volatility 33.75 % 32.06 %
Expected life (years) 3 3
Expected dividend yield 3.31 % 3.99 %
The 141,089 of service condition vesting RSUs outstanding as of December 31, 2025 include a feature whereby each RSU outstanding is credited with a dividend amount equal to any common stock cash dividend declared and paid, and the credited amount is divided by the closing price of the Company’s stock on the dividend payable date to arrive at an additional amount of RSUs outstanding under the original grant. Additional RSUs credited through dividends are subject to the same vesting requirements as the original grant. The Company expects to recognize $ 3.0 million of pre-tax compensation costs related to these service condition vesting RSUs between December 31, 2025 and their vesting dates. The Company did not modify any service condition vesting RSUs during 2025 or 2024.
The Company expects to recognize $ 1.5 million of pre-tax compensation costs related to the market plus service condition RSUs between December 31, 2025 and their vesting dates. As of December 31, 2025, the number of market plus service condition vesting RSUs outstanding that will actually vest, and be released, may be reduced to zero or increased to 218,228 depending on the total return of the Company’s common stock versus the total return of an index of bank stocks from the grant date to the vesting date. The Company did not modify any market plus service condition vesting RSUs during 2025 or 2024.
The following table shows the compensation costs and excess tax benefits for RSUs recognized in income for the periods indicated:
Year Ended December 31,
(in thousands) 2025 2024 2023
Total compensation costs recognized in income
Service condition vesting RSUs $ 3,375 $ 3,224 $ 2,806
Market plus service condition vesting RSUs 1,382 1,442 1,319
Excess tax benefit recognized in income
Service condition vesting RSUs $ 1,032 $ 964 $ 924
Market plus service condition vesting RSUs 478 427 594
Note 18 – Non-interest Income and Expense
The components of other non-interest income were as follows:
Year Ended December 31,
(in thousands)
2025 2024 2023
ATM and interchange fees $ 25,541 $ 25,319 $ 26,459
Service charges on deposit accounts 20,967 19,451 17,595
Other service fees 5,761 5,301 4,732
Mortgage banking service fees 1,736 1,739 1,808
Change in value of mortgage loan servicing rights ( 560 ) ( 480 ) ( 506 )
Total service charges and fees 53,445 51,330 50,088
Asset management and commission income 7,025 5,573 4,517
Increase in cash value of life insurance 3,395 3,257 3,150
Gain on sale of loans 1,606 1,532 1,166
Lease brokerage income 224 455 441
Sale of customer checks 1,300 1,216 1,383
(Loss) gain on sale of investment securities ( 3,247 ) ( 43 ) ( 284 )
(Loss) gain on marketable equity securities 84 126 36
Other 4,506 961 903
Total other noninterest income 14,893 13,077 11,312
Total noninterest income $ 68,338 $ 64,407 $ 61,400
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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.
The components of noninterest expense were as follows:
Year Ended December 31,
(in thousands)
2025 2024 2023
Base salaries, net of deferred loan origination costs $ 101,546 $ 96,862 $ 94,564
Incentive compensation 20,614 16,897 15,557
Benefits and other compensation costs 27,611 26,822 25,674
Total salaries and benefits expense 149,771 140,581 135,795
Occupancy 17,180 16,411 16,135
Data processing and software 20,218 20,952 18,933
Equipment 5,159 5,424 5,644
Intangible amortization 1,961 4,120 6,118
Advertising 3,433 3,851 3,531
ATM and POS network charges 7,586 7,151 7,080
Professional fees 6,402 6,794 7,358
Telecommunications 1,980 2,053 2,547
Regulatory assessments and insurance 5,181 4,951 5,276
Postage 1,440 1,329 1,236
Operational losses 1,651 1,681 2,444
Courier service 2,184 2,119 1,851
(Gain) loss on sale or acquisition of foreclosed assets 254 ( 73 ) ( 133 )
(Gain) loss on disposal of fixed assets 117 19 23
Other miscellaneous expense 16,442 16,742 19,344
Total other noninterest expense 91,188 93,524 97,387
Total noninterest expense
$ 240,959 $ 234,105 $ 233,182
Note 19 – Income Taxes
The components of consolidated income tax expense are as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Current tax expense
Federal $ 23,353 $ 23,128 $ 26,133
State 18,703 17,754 19,781
$ 42,056 40,882 45,914
Deferred tax expense
Federal 1,095 512 ( 1,330 )
State 1,450 ( 1,158 ) ( 1,069 )
2,545 ( 646 ) ( 2,399 )
Total tax expense $ 44,601 $ 40,236 $ 43,515
A deferred tax asset or liability is recognized for the tax consequences of temporary differences in the recognition of revenue and expense for financial and tax reporting purposes. The net change during the year in the deferred tax asset or liability results in a deferred tax expense or benefit.
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The Company recognized, as components of tax expense, tax credits and other tax benefits, and amortization expense relating to our investments in Qualified Affordable Housing Projects as follows for the periods indicated (in thousands):
Year Ended December 31,
2025 2024 2023
Tax credits and other tax benefits – decrease in tax expense $ ( 13,139 ) $ ( 11,650 ) $ ( 10,857 )
Amortization – increase in tax expense $ 13,000 $ 10,762 $ 9,092
The carrying value of Low Income Housing Tax Credit Funds was $ 122.8 million and $ 109.1 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company has committed to make additional capital contributions to the Low Income Housing Tax Credit Funds in the amount of $ 59.0 million, and these contributions are expected to be made over the next several years.
The provisions for income taxes applicable to income before taxes for the years ended December 31, 2025, 2024 and 2023 differ from amounts computed by applying the statutory Federal income tax rates to income before taxes. The effective tax rate and the statutory federal income tax rate are reconciled as follows:
Year Ended December 31,
(in thousands)
2025 2024 2023
Federal statutory income tax rate $ 34,893 21.0 % 21.0 % 21.0 %
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
Tax credits
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
Other 1,265 0.9 ( 1.2 ) ( 0.1 )
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):
December 31,
2025 2024
Deferred tax assets:
Allowance for losses and reserve for unfunded commitments $ 39,470 $ 38,837
Deferred compensation 1,455 1,471
Other accrued expenses 2,680 3,881
Additional unfunded status of the supplemental retirement plans 14,941 15,062
Operating lease liability 8,064 7,520
State taxes 2,983 2,814
Share based compensation 1,263 1,200
Nonaccrual interest 2,108 1,477
Acquisition cost basis 7,013 10,477
Unrealized loss on securities 44,783 69,075
Tax credits 776 852
Net operating loss carryforwards 323 1,097
Other 65 136
Total deferred tax assets 125,924 153,899
Deferred tax liabilities:
Securities income ( 777 ) ( 777 )
Depreciation ( 7,883 ) ( 7,696 )
Right of use asset ( 7,540 ) ( 6,956 )
Funded pension liability ( 4,768 ) ( 4,755 )
Securities accretion ( 2,239 ) ( 2,957 )
Mortgage servicing rights valuation ( 1,958 ) ( 1,953 )
Core deposit intangible ( 1,111 ) ( 1,647 )
Junior subordinated debt — ( 1,036 )
Prepaid expenses and other ( 1,744 ) ( 1,368 )
Total deferred tax liability ( 28,020 ) ( 29,145 )
Net deferred tax asset $ 97,904 $ 124,754
As part of the merger with FNB Bancorp in 2018 and North Valley Bancorp in 2014, TriCo acquired federal and state net operating loss carryforwards, capital loss carryforwards, and tax credit carryforwards. These tax attribute carryforwards will be subject to provisions of the tax law that limit the use of such losses and credits generated by a company prior to the date certain ownership changes occur. There were no federal and $ 4.2 million California net operating loss carryforwards subject to these limitations as of December 31, 2025. The amount of the Company’s tax credits that would be subject to these limitations as of December 31, 2025 are $ 0.3 million and $ 0.6 million for federal and California, respectively. Due to the limitation, a significant portion of the state tax credits will expire regardless of whether the Company generates future taxable income. As such, the Company has recorded the future benefit of these tax credits on the books at the value which is more likely than not to be realized. These tax loss and tax credit carryforwards expire at various dates through 2033.
The Company believes that a valuation allowance is not needed to reduce the deferred tax assets as it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets, including the tax attribute carryforwards acquired as part of past mergers.
Disclosure of unrecognized tax benefits at December 31, 2025 and 2024 were not considered significant for disclosure purposes. Management does not expect the unrecognized tax benefit will materially change in the next 12 months. During the years ended December 31, 2025 and 2024 the Company did not recognize any significant amounts related to interest and penalties associated with taxes. The Company files income tax returns in the U.S. federal jurisdiction, and California. With few exceptions, the Company is no longer subject to U.S. federal and state/local income tax examinations by tax authorities for years before 2022 and 2021, respectively.
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Cash paid for income taxes, net of refunds, were as follows:
Year ended December 31,
(in thousands)
2025
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
Earnings per share have been computed based on the following:
Year Ended December 31,
(in thousands) 2025 2024 2023
Net income $ 121,558 $ 114,868 $ 117,390
Average number of common shares outstanding 32,673 33,088 33,261
Effect of dilutive stock options and restricted stock 182 142 94
Average number of common shares outstanding used to calculate diluted earnings per share 32,855 33,230 33,355
Equity awards excluded from diluted earnings per share because their effect was antidilutive — — —
Note 21 – Comprehensive Income (Loss)
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income. The components of other comprehensive income and related tax effects are as follows:
Year Ended December 31,
(in thousands) 2025 2024 2023
Unrealized holding gains (losses) on available for sale securities before reclassifications $ 78,920 $ ( 4,772 ) $ 58,444
Amounts reclassified out of accumulated other comprehensive loss:
Realized loss on debt securities 3,247 2,945 284
Total amounts reclassified out of accumulated other comprehensive loss 3,247 2,945 284
Unrealized holding gains (losses) on available for sale securities after reclassifications 82,167 ( 1,827 ) 58,728
Tax effect ( 24,291 ) 541 ( 17,363 )
Unrealized holding gains (losses) on available for sale securities, net of tax 57,876 ( 1,286 ) 41,365
Change in unfunded status of the supplemental retirement plans before reclassifications 701 3,017 81
Amounts reclassified out of accumulated other comprehensive loss:
Amortization of prior service cost — — —
Amortization of actuarial losses ( 657 ) ( 459 ) ( 455 )
Total amounts reclassified out of accumulated other comprehensive loss ( 657 ) ( 459 ) ( 455 )
Change in unfunded status of the supplemental retirement plans after reclassifications 44 2,558 ( 374 )
Tax effect ( 13 ) ( 757 ) 111
Change in unfunded status of the supplemental retirement plans, net of tax 31 1,801 ( 263 )
Change in joint beneficiary agreement liability before reclassifications ( 50 ) 192 ( 366 )
Tax effect — — —
Change in unfunded status of the supplemental retirement plans, net of tax ( 50 ) 192 ( 366 )
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:
Year Ended December 31,
(in thousands) 2025 2024
Net unrealized loss on available for sale securities $ ( 151,481 ) $ ( 233,648 )
Tax effect 44,783 69,075
Unrealized holding loss on available for sale securities, net of tax ( 106,698 ) ( 164,573 )
Unfunded status of the supplemental retirement plans 16,129 16,085
Tax effect ( 4,768 ) ( 4,756 )
Unfunded status of the supplemental retirement plans, net of tax 11,361 11,329
Joint beneficiary agreement liability, net of tax 732 782
Accumulated other comprehensive loss $ ( 94,605 ) $ ( 152,462 )
Note 22 – Retirement Plans
401(k) Plan
The Company sponsors a 401(k) Plan whereby substantially all employees aged 21 and over with 90 days of service may participate. Participants may contribute a portion of their compensation subject to certain limits based on federal tax laws. The Company provides a discretionary matching contribution equal to 50 % of participant’s elective deferrals, up to 4 % of eligible compensation. The Company recorded salaries & benefits expense attributable to the 401(k) Plan matching contributions for the years ended:
Year Ended December 31,
(in thousands) 2025 2024 2023
401(k) Plan benefits expense $ 1,515 $ 1,705 $ 1,767
401(k) Plan contributions made by the Company $ 1,548 $ 1,752 $ 1,524
Employee Stock Ownership Plan
Substantially all employees with at least one year of service are covered by a discretionary employee stock ownership plan (ESOP). Company shares owned by the ESOP are paid dividends and included in the calculation of earnings per share as common shares outstanding. Contributions are made to the plan at the discretion of the Board of Directors. Expenses related to the Company’s ESOP, included in benefits and other compensation costs under salaries and benefits expense, and contributions to the plan for the years ended were:
Year Ended December 31,
(in thousands) 2025 2024 2023
ESOP benefits expense $ 3,136 $ 3,514 $ 3,075
ESOP contributions made by the Company $ 2,661 $ 3,640 $ 2,977
Deferred Compensation Plans
The Company has deferred compensation plans for certain directors and key executives, which allow certain directors and key executives designated by the Board of Directors of the Company to defer a portion of their compensation. The Company has purchased insurance on the lives of certain of the participants and intends to hold these policies until death as a cost recovery of the Company’s deferred compensation obligations of $ 4.9 million and $ 5.0 million at December 31, 2025 and 2024, respectively. Earnings credits on deferred balances included in non-interest expense are included in the following table:
Year Ended December 31,
(in thousands) 2025 2024 2023
Deferred compensation earnings credits included in non-interest expense $ 227 $ 212 $ 210
Supplemental Retirement Plans
The Company has supplemental retirement plans for certain directors and key executives. These plans are non-qualified defined benefit plans and are unsecured and unfunded. The Company has purchased insurance on the lives of the participants and intends to hold these policies until death as a cost recovery of the Company’s retirement obligations. 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. These amounts represent the amount by which the projected benefit obligations for these retirement plans exceeded the fair value of plan assets plus amounts previously accrued related to the plans. The projected benefit obligation is recorded in other liabilities.
At December 31, 2025 and 2024, the additional funded status of the supplemental retirement plans of $ 16.1 million and $ 16.1 million were offset by a reduction of shareholders’ equity accumulated other comprehensive gain of $ 11.4 million and $ 11.3 million, respectively, representing the after-tax impact of the additional funded status of the supplemental retirement plans, and the related deferred tax liability of $ 4.8 million and $ 4.8 million, respectively. Amounts recognized as a component of accumulated other comprehensive income (loss) as of year-end that have not been recognized as a component of the combined net period benefit cost of the Company’s defined benefit pension plans are presented in the following table. 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.
December 31,
(in thousands) 2025 2024
Transition obligation $ — $ —
Prior service cost — —
Net actuarial (gain) loss ( 16,129 ) ( 16,085 )
Amount included in accumulated other comprehensive income (loss) ( 16,129 ) ( 16,085 )
Deferred tax liability (benefit) 4,768 4,756
Amount included in accumulated other comprehensive income (loss), net of tax $ ( 11,361 ) $ ( 11,329 )
Information pertaining to the activity in the supplemental retirement plans, using a measurement date of December 31, is as follows:
December 31,
(in thousands) 2025 2024
Change in benefit obligation:
Benefit obligation at beginning of year $ ( 34,863 ) $ ( 38,645 )
Acquisition of obligations — —
Service cost ( 109 ) ( 114 )
Interest cost ( 1,852 ) ( 1,830 )
Actuarial (loss) gain 701 3,017
Plan amendments — —
Benefits paid 1,715 2,709
Benefit obligation at end of year $ ( 34,408 ) $ ( 34,863 )
Change in plan assets:
Fair value of plan assets at beginning of year $ — $ —
Fair value of plan assets at end of year $ — $ —
Funded status $ ( 34,408 ) $ ( 34,863 )
Unrecognized net obligation existing at January 1, 1986 — —
Unrecognized net actuarial (loss) gain ( 16,129 ) ( 16,085 )
Unrecognized prior service cost — —
Accumulated other comprehensive loss 16,129 16,085
Accrued benefit cost $ ( 34,408 ) $ ( 34,863 )
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:
Year Ended December 31,
(in thousands) 2025 2024 2023
Net pension cost included the following components:
Service cost-benefits earned during the period $ 109 $ 114 $ 138
Interest cost on projected benefit obligation 1,852 1,830 2,016
Amortization of net obligation at transition — — —
Amortization of prior service cost — — —
Recognized net actuarial loss (gain) ( 45 ) 16 10
Amortization of loss (gain) ( 612 ) ( 475 ) ( 466 )
Recognition of pension service cost to due amendment — — —
Net periodic pension cost $ 1,304 $ 1,485 $ 1,698
The following table sets forth assumptions used in accounting for the plans:
Year Ended December 31,
2025 2024 2023
Discount rate used to calculate benefit obligation 5.40 % 5.59 % 5.01 %
Discount rate used to calculate net periodic pension cost 5.59 % 5.01 % 5.23 %
Average annual increase in executive compensation — % — % — %
Average annual increase in director compensation — % — % — %
The following table sets forth the expected benefit payments to participants and estimated contributions to be made by the Company under the supplemental retirement plans for the years indicated:
(in thousands) Expected Benefit
Payments to
Participants Estimated
Company
Contributions
2026 $ 1,753 $ 1,753
2027 2,796 2,796
2028 2,795 2,795
2029 2,768 2,768
2030 2,766 2,766
2031-2035 14,340 14,340
Total $ 27,218 $ 27,218
Note 23 – Related Party Transactions
In the ordinary course of business, the Bank has made loans to certain of its directors and executive officers (and their associated and affiliated companies). All such loans have been made in accordance with regulatory requirements.
The following table summarizes the activity in these loans for the periods indicated:
(in thousands)
Balance January 1, 2024 $ 1,533
Advances/new loans 1,257
Removed/payments ( 335 )
Balance December 31, 2024 2,455
Advances/new loans 30
Removed/payments ( 852 )
Balance December 31, 2025 $ 1,633
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
The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, income approach, and/or the cost approach. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Securities available-for-sale and mortgage servicing rights are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or impairment write-downs of individual assets.
The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observable nature of the assumptions used to determine fair value. These levels are:
Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.
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.
Level 3 — Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
Securities available for sale — Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. 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. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. The Company had no securities classified as Level 3 during any of the periods covered in these financial statements.
Loans held for sale — Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what secondary markets are currently offering for loans with similar characteristics. As such, we classify those loans subjected to nonrecurring fair value adjustments as Level 2.
Individually evaluated loans — Loans are not recorded at fair value on a recurring basis. However, from time to time, loans may require individual analysis and an allowance for credit losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are an example. The fair value of individually evaluated loans is estimated using one of several methods, including collateral value, fair value of similar debt, enterprise value, liquidation value and discounted cash flows. Those individually evaluated loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Individually evaluated loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the loan as nonrecurring Level 3.
Foreclosed assets — Foreclosed assets include assets acquired through, or in lieu of, loan foreclosure. Foreclosed assets are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, management periodically performs valuations and the assets are carried at the lower of carrying amount or fair value less cost to sell. When the fair value of foreclosed assets is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the asset as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value, or the appraised value contains a significant unobservable assumption, such as deviations from comparable sales, and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3. Revenue and expenses from operations and changes in the valuation allowance are included in other non-interest expense.
Mortgage servicing rights — Mortgage servicing rights are carried at fair value. A valuation model, which utilizes a discounted cash flow analysis using a discount rate and prepayment speed assumptions is used in the computation of the fair value measurement. While the prepayment speed assumption is currently quoted for comparable instruments, the discount rate assumption currently requires a significant degree of management judgment and is therefore considered an unobservable input. As such, the Company classifies mortgage servicing rights subjected to recurring fair value adjustments as Level 3. Additional information regarding mortgage servicing rights can be found in Note 10 in the consolidated financial statements at Item 1 of this report.
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The tables below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis (in thousands):
Fair value at December 31, 2025 Total Level 1 Level 2 Level 3
Marketable equity securities $ 2,692 $ 2,692 $ — $ —
Debt securities available for sale:
Obligations of U.S. government agencies 1,064,028 — 1,064,028 —
Obligations of states and political subdivisions 220,686 — 220,686 —
Corporate bonds 4,958 — 4,958 —
Asset backed securities 269,520 — 269,520 —
Non-agency collateralized mortgage obligations 172,739 — 172,739 —
Loans held for sale 2,695 — 2,695 —
Mortgage servicing rights 6,640 — — 6,640
Total assets measured at fair value $ 1,743,958 $ 2,692 $ 1,734,626 $ 6,640
Fair value at December 31, 2024 Total Level 1 Level 2 Level 3
Marketable equity securities $ 2,609 $ 2,609 $ — $ —
Debt securities available for sale:
Obligations of U.S. government agencies 1,094,185 — 1,094,185 —
Obligations of states and political subdivisions 220,744 — 220,744 —
Corporate bonds 5,837 — 5,837 —
Asset backed securities 314,263 — 314,263 —
Non-agency collateralized mortgage obligation 269,856 — 269,856 —
Loans held for sale 709 — 709 —
Mortgage servicing rights 6,626 — — 6,626
Total assets measured at fair value $ 1,914,829 $ 2,609 $ 1,905,594 $ 6,626
Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally corresponds with the Company’s quarterly valuation process. There were no transfers between any levels during 2025 or 2024.
The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the years ended December 31, 2025, 2024, and 2023. Had there been any transfer into or out of Level 3 during 2025, 2024, or 2023, the amount included in the “Transfers into (out of) Level 3” column would represent the beginning balance of an item in the period (interim quarter) during which it was transferred (in thousands):
Year ended December 31, Beginning
Balance Transfers
into (out of)
Level 3 Change
Included
in Earnings Issuances Ending
Balance
2025: Mortgage servicing rights $ 6,626 — $ ( 560 ) $ 574 $ 6,640
2024: Mortgage servicing rights $ 6,606 — $ ( 480 ) $ 500 $ 6,626
2023: Mortgage servicing rights $ 6,712 — $ ( 506 ) $ 400 $ 6,606
The Company’s method for determining the fair value of mortgage servicing rights is described in Note 1. The key unobservable inputs used in determining the fair value of mortgage servicing rights are mortgage prepayment speeds and the discount rate used to discount cash projected cash flows. Generally, any significant increases in the mortgage prepayment speed and discount rate utilized in the fair value measurement of the mortgage servicing rights will result in a negative fair value adjustments (and decrease in the fair value measurement). Conversely, a decrease in the mortgage prepayment speed and discount rate will result in a positive fair value adjustment (and increase in the fair value measurement). Note 10 contains additional information regarding mortgage servicing rights.
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The following table present quantitative information about recurring Level 3 fair value measurements at December 31, 2025 and 2024:
December 31, 2025 Fair Value
(in thousands) Valuation
Technique Unobservable
Inputs Range,
Weighted
Average
Mortgage Servicing Rights $ 6,640 Discounted
cash flow Constant
prepayment rate 6 %- 12 %, 7 %
Discount rate 10 %- 14 %, 12 %
December 31, 2024
Mortgage Servicing Rights $ 6,626 Discounted
cash flow Constant
prepayment rate 6 %- 11 %, 7 %
Discount rate 10 %- 14 %, 12 %
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
Fair value:
Individually evaluated loans $ 7,545 — — $ 7,545
Real estate owned 3,562 — — 3,562
Total assets measured at fair value $ 11,107 — — $ 11,107
December 31, 2024 Total Level 1 Level 2 Level 3
Fair value:
Individually evaluated loans $ 8,770 — — $ 8,770
Real estate owned 709 — — 709
Total assets measured at fair value $ 9,479 — — $ 9,479
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):
December 31,
2025 2024
Individually evaluated loans $ 9,710 $ 4,575
Real estate owned 3 19
Total losses from non-recurring measurements $ 9,713 $ 4,594
The individually evaluated loan amount above represents collateral dependent loans with unique risk characteristics that have been adjusted to fair value. When we identify a collateral dependent loan as requiring individual evaluation, we measure the need for credit reserves using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If we determine that the value of the loan is less than the recorded investment in the loan, we recognize this impairment and adjust the carrying value of the loan to fair value through the allowance for loan and lease losses. The loss represents charge-offs or impairments on collateral dependent loans for fair value adjustments based on the fair value of collateral. The carrying value of loans fully charged-off is zero .
The real estate owned amounts above represents impaired real estate that has been adjusted to fair value. Foreclosed assets represent real estate which the Bank has taken control of in partial or full satisfaction of loans. At the time of foreclosure, other real estate owned is recorded at fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan and lease losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on other real estate owned are recognized within net loss on real estate owned. The loss represents impairments on non-covered other real estate owned for fair value adjustments based on the fair value of the real estate.
The Company’s property appraisals are primarily based on the sales comparison approach and income approach methodologies, which consider recent sales of comparable properties, including their income generating characteristics, and then make adjustments to reflect the general assumptions that a market participant would make when analyzing the property for purchase. These adjustments may increase or
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decrease an appraised value and can vary significantly depending on the location, physical characteristics and income producing potential of each property. Additionally, the quality and volume of market information available at the time of the appraisal can vary from period to period and cause significant changes to the nature and magnitude of comparable sale adjustments. Given these variations, comparable sale adjustments are generally not a reliable indicator for how fair value will increase or decrease from period to period. Under certain circumstances, management discounts are applied based on specific characteristics of an individual property.
The following tables present quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at December 31, 2025 and 2024:
December 31, 2025 Fair Value
(in thousands) Valuation Technique Unobservable Inputs Range,
Weighted Average
Individually evaluated loans $ 7,545 Sales comparison
approach;
Income approach Adjustment for differences between
comparable sales; Capitalization rate Not meaningful;
N/A
Real estate owned (Farmland) $ 2,928 Sales comparison
approach Adjustment for differences between
comparable sales Not meaningful;
N/A
Real estate owned (SFR) $ 634 Sales comparison
approach;
Income approach Adjustment for differences between
comparable sales Not meaningful;
N/A
December 31, 2024 Fair Value
(in thousands) Valuation Technique Unobservable Inputs Range,
Weighted Average
Individually evaluated loans $ 8,770 Sales comparison
approach;
Income approach Adjustment for differences between
comparable sales; Capitalization rate Not meaningful;
N/A
Real estate owned (Residential) $ 709 Sales comparison
approach Adjustment for differences between
comparable sales Not meaningful;
N/A
The estimated fair values of financial instruments that are reported at amortized cost in the Corporation’s consolidated balance sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, were as follows (in thousands):
December 31, 2025 December 31, 2024
Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Financial assets:
Level 1 inputs:
Cash and due from banks $ 92,914 $ 92,914 $ 85,409 $ 85,409
Cash at Federal Reserve and other banks 64,100 64,100 59,547 59,547
Level 2 inputs:
Securities held to maturity 90,544 86,987 111,866 104,349
Level 3 inputs:
Loans, net
6,985,325 6,803,008 6,643,157 6,293,727
Financial liabilities:
Level 2 inputs:
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
Level 3 inputs:
Junior subordinated debt 41,238 40,673 101,191 103,630
The methods and assumptions used to estimate the fair value of each class of financial instruments not measured at fair value are as follows:
Securities held to maturity - This includes mortgage-backed securities issued by government sponsored entities and municipal bonds. Fair value measurement is based upon quoted prices, if available. 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.
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Loans - Loans are generally valued by discounting expected cash flows using market inputs with adjustments based on cohort level assumptions for certain loan types as well as internally developed estimates at a business segment level. Due to the significance of the unobservable market inputs and assumptions, as well as the absence of a liquid secondary market for most loans, these loans are classified as Level 3. Certain loans are measured based on observable market prices sourced from external data providers and classified as Level 2. Nonaccrual loans are written down and reported at their estimated recovery value which approximates their fair value and classified as Level 3.
Deposits - The estimated fair value of deposits with no stated maturity, such as demand deposit accounts, money market accounts, and savings accounts was the amount payable on demand at the reporting date. The fair value of time deposits was estimated based on a discounted cash flow technique using Level 3 inputs appropriate to the contractual maturity.
Other borrowings - The cash flows were calculated using the contractual features of the advance and then discounted using observable market. These are short-term in nature.
Junior subordinated debt - The fair value of structured financings was estimated based on a discounted cash flow technique using observable market interest rates adjusted for estimated spreads.
Note 25 – TriCo Bancshares Condensed Financial Statements (Parent Only)
Condensed Balance Sheets
December 31,
2025 December 31,
2024
(In thousands)
Assets
Cash and cash equivalents $ 6,352 $ 12,518
Investment in Tri Counties Bank 1,362,148 1,308,545
Other assets 1,336 1,888
Total assets $ 1,369,836 $ 1,322,951
Liabilities and shareholders’ equity
Other liabilities $ 597 $ 853
Junior subordinated debt 41,238 101,191
Total liabilities 41,835 102,044
Shareholders’ equity:
Preferred stock, no par value: 1,000,000 shares authorized; zero issued and outstanding at December 31, 2025 and 2024, respectively
— —
Common stock, no par value: 50,000,000 shares authorized; issued and outstanding: 32,334,974 and 32,970,425 at December 31, 2025 and 2024, respectively
682,362 693,462
Retained earnings 740,244 679,907
Accumulated other comprehensive loss, net ( 94,605 ) ( 152,462 )
Total shareholders’ equity 1,328,001 1,220,907
Total liabilities and shareholders’ equity $ 1,369,836 $ 1,322,951
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Condensed Statements of Income
Year Ended December 31,
2025 2024 2023
(In thousands)
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 )
Loss before equity in net income of Tri Counties Bank ( 4,026 ) ( 8,468 ) ( 7,974 )
Equity in net income of Tri Counties Bank:
Distributed 133,406 71,152 52,805
(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
Condensed Statements of Comprehensive Income
Year Ended December 31,
2025 2024 2023
(In thousands)
Net income $ 121,558 $ 114,868 $ 117,390
Other comprehensive income (loss), net of tax:
Increase (decrease) in unrealized gains on available for sale securities arising during the period 57,876 ( 1,286 ) 41,365
Change in minimum pension liability 31 1,801 ( 263 )
Change in joint beneficiary agreement liability ( 50 ) 192 ( 366 )
Other comprehensive income 57,857 707 40,736
Comprehensive income $ 179,415 $ 115,575 $ 158,126
Condensed Statements of Cash Flows
Year Ended December 31,
2025 2024 2023
(In thousands)
Operating activities:
Net income $ 121,558 $ 114,868 $ 117,390
Adjustments to reconcile net income to net cash provided by operating activities:
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
Financing activities:
Repayment of junior subordinated debt ( 59,953 ) — —
Exercise of stock options — 174 156
Repurchase of common stock ( 32,047 ) ( 15,544 ) ( 9,240 )
Dividends paid ( 45,031 ) ( 43,646 ) ( 39,901 )
Net cash used for financing activities ( 137,031 ) ( 59,016 ) ( 48,985 )
Net change in cash and cash equivalents ( 6,166 ) 6,162 ( 1,631 )
Cash and cash equivalents at beginning of year 12,518 6,356 7,987
Cash and cash equivalents at end of year $ 6,352 $ 12,518 $ 6,356
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Note 26 – Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. These capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require that minimum amounts and ratios of total, Tier 1, and common equity Tier 1capital to risk-weighted assets, and of Tier 1 capital to average assets be maintained. Under applicable capital requirements both the Company and the Bank are required to have a common equity Tier 1 capital ratio of 4.5%, a Tier 1 leverage ratio of 4.0%, a Tier 1 risk-based ratio of 6.0% and a total risk-based ratio of 8.0%. In addition, the Company and the Bank are also required to maintain a capital conservation buffer consisting of common equity Tier 1 capital above 2.5% of minimum risk based capital ratios to avoid restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers. The additional 2.5% buffer, where applicable, is included in the minimum ratios set forth in the table below. Management believes as of December 31, 2025 and 2024, the Company and Bank meet all capital adequacy requirements to which they are subject.
Actual Required for Capital Adequacy Purposes Required to be
Considered Well
Capitalized Under Prompt Corrective Action Regulations
(in thousands) Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2025:
Total Capital (to Risk Weighted Assets):
Consolidated $ 1,256,506 15.05 % $ 876,852 10.50 % N/A N/A
Tri Counties Bank $ 1,250,620 14.98 % $ 876,708 10.50 % $ 834,960 10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated $ 1,151,744 13.79 % $ 709,832 8.50 % N/A N/A
Tri Counties Bank $ 1,145,890 13.72 % $ 709,716 8.50 % $ 667,968 8.00 %
Common equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated $ 1,111,744 13.31 % $ 584,568 7.00 % N/A N/A
Tri Counties Bank $ 1,145,890 13.72 % $ 584,472 7.00 % $ 542,724 6.50 %
Tier 1 Capital (to Average Assets):
Consolidated $ 1,151,744 11.84 % $ 389,131 4.00 % N/A N/A
Tri Counties Bank $ 1,145,890 11.78 % $ 388,982 4.00 % $ 486,227 5.00 %
Actual Required for Capital Adequacy Purposes Required to be
Considered Well
Capitalized Under Prompt Corrective Action Regulations
(in thousands) Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2024:
Total Capital (to Risk Weighted Assets):
Consolidated $ 1,258,218 15.71 % $ 840,943 10.50 % N/A N/A
Tri Counties Bank $ 1,248,802 15.60 % $ 840,740 10.50 % $ 800,704 10.00 %
Tier 1 Capital (to Risk Weighted Assets):
Consolidated $ 1,118,292 13.96 % $ 680,763 8.50 % N/A N/A
Tri Counties Bank $ 1,148,328 14.34 % $ 680,599 8.50 % $ 640,563 8.00 %
Common equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated $ 1,060,690 13.24 % $ 560,628 7.00 % N/A N/A
Tri Counties Bank $ 1,148,328 14.34 % $ 560,493 7.00 % $ 520,458 6.50 %
Tier 1 Capital (to Average Assets):
Consolidated $ 1,118,292 11.70 % $ 382,214 4.00 % N/A N/A
Tri Counties Bank $ 1,148,328 12.02 % $ 382,096 4.00 % $ 477,620 5.00 %
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Note 27 – Segment Information
The Company's reportable segment is determined by the Chief Executive Officer, who is designated the chief operating decision maker, based upon information provided about the Company's products and services offered, primary banking operations. The segment is also distinguished by the level of information provided to the chief operation decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation. Loans and investments are the primary sources of revenue in the banking operation. Interest expense on deposits and borrowings, provisions for credit losses, and payroll comprise the significant expenses in the banking operation. All operations are domestic.
Accounting policies for segments are the same as those described in Note 1. Segment performance is evaluated using consolidated net income. Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations of the banking segment totals to the financial statements:
Year Ended December 31,
(in thousands) 2025 2024 2023
Interest income $ 470,572 $ 466,638 $ 438,354
Reconciliation of revenue:
Other revenues 68,338 64,407 61,400
Total consolidated revenues 538,910 531,045 499,754
Less:
Interest expense 119,729 135,204 81,677
Segment net interest income and noninterest income 419,181 395,841 418,077
Less:
Provision for credit losses 12,063 6,632 23,990
Salaries and benefits expense 149,771 140,581 135,795
Other banking segment items 91,188 93,524 97,387
Provision for income taxes 44,601 40,236 43,515
Segment net income/consolidated net income $ 121,558 $ 114,868 $ 117,390
Reconciliation of assets:
Total assets for reportable segment $ 9,822,063 $ 9,673,728 $ 9,910,089
Other assets — — —
Total consolidated assets $ 9,822,063 $ 9,673,728 $ 9,910,089
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of TriCo Bancshares is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in the 2013 Internal Control – Integrated Framework, management of the Company has concluded the Company maintained effective internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f), as of December 31, 2025.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management is also responsible for the preparation and fair presentation of the consolidated financial statements and other financial information contained in this report. The accompanying consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles and include, as necessary, best estimates and judgments by management.
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. Smith
Richard P. Smith
President and Chief Executive Officer
/s/ Peter G. Wiese
Peter G. Wiese
Executive Vice President and Chief Financial Officer
March 2, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
TriCo Bancshares
Opinions on the Financial Statements and Internal Control over Financial Reporting
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).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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. 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 - 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. 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
March 2, 2026
We have served as the Company’s auditor since 2018.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.