What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 198 added, 109 removed, 1193 unchanged (20% of the section changed)

3 unchanged sentences

(In thousands, except share data;

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash and due from banks $ 77,063 $ 92,914

34 unchanged sentences

Preferred stock, no par value:

1,000,000 shares authorized, zero issued and outstanding at March 31, 2026 and December 31, 2025

1,000,000 shares authorized, zero issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, no par value:

50,000,000 shares authorized;

31,910,590 and 32,334,974 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

31,965,507 and 32,334,974 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

674,014 682,362

8 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Interest and dividend income:

35 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Net income $ 34,169 $ 27,542 $ 67,854 $ 53,905

3 unchanged sentences

Change in joint beneficiary agreements — — — —

Other comprehensive income ( 4,645 ) 22,098

Other comprehensive (loss) income ( 2,539 ) 9,008 ( 7,184 ) 31,106

Comprehensive income $ 31,630 $ 36,550 $ 60,670 $ 85,011

6 unchanged sentences

Comprehensive Income (Loss) Total

Balance at January 1, 2025 32,970,425 $ 693,462 $ 679,907 $ ( 152,462 ) $ 1,220,907

Balance at April 1, 2025 32,892,488 $ 692,500 $ 693,383 $ ( 130,364 ) $ 1,255,519

Net income 27,542 27,542

6 unchanged sentences

( 10,769 ) ( 10,769 )

Three months ended March 31, 2025 32,892,488 $ 692,500 $ 693,383 $ ( 130,364 ) $ 1,255,519

Three months ended June 30, 2025 32,550,264 $ 685,489 $ 702,690 $ ( 121,356 ) $ 1,266,823

Balance at April 1, 2026 31,910,590 $ 673,507 $ 749,769 $ ( 99,250 ) $ 1,324,026

Net income 34,169 34,169

Other comprehensive income (loss) ( 2,539 ) ( 2,539 )

RSU vesting 844 844

PSU vesting 368 368

RSUs released 39,454 —

PSUs released 48,842 —

Repurchase of common stock ( 33,379 ) ( 705 ) ( 1,075 ) ( 1,780 )

Dividends paid ($ 0.36 per share)

( 11,495 ) ( 11,495 )

Three months ended June 30, 2026 31,965,507 $ 674,014 $ 771,368 $ ( 101,789 ) $ 1,343,593

Stock Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total

Balance at January 1, 2025 32,970,425 $ 693,462 $ 679,907 $ ( 152,462 ) $ 1,220,907

4 unchanged sentences

RSUs released 71,135 —

PSUs released — —

Repurchase of common stock ( 491,296 ) ( 10,348 ) ( 9,474 ) ( 19,822 )

1 unchanged sentence

( 21,648 ) ( 21,648 )

Three months ended March 31, 2026 31,910,590 $ 673,507 $ 749,769 $ ( 99,250 ) $ 1,324,026

Six months ended June 30, 2025 32,550,264 685,489 702,690 ( 121,356 ) 1,266,823

Balance at January 1, 2026 32,334,974 $ 682,362 $ 740,244 $ ( 94,605 ) $ 1,328,001

Net income 67,854 67,854

Other comprehensive income (loss) ( 7,184 ) ( 7,184 )

RSU vesting 1,534 1,534

PSU vesting 632 632

RSUs released 79,543 —

PSUs released 48,842 —

Repurchase of common stock ( 497,852 ) ( 10,514 ) ( 13,689 ) ( 24,203 )

Dividends paid ($ 0.72 per share)

( 23,041 ) ( 23,041 )

Six months ended June 30, 2026 31,965,507 $ 674,014 $ 771,368 $ ( 101,789 ) $ 1,343,593

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(In thousands;

For the three months ended March 31,

For the six months ended June 30,

Operating activities:

10 unchanged sentences

Change in fair market value of mortgage servicing rights 406 192

(Gain) loss on sale of foreclosed assets — ( 3 )

Provision for losses on foreclosed assets — 3

Change in the market value of foreclosed assets 188 ( 3 )

Operating lease expense payments ( 3,348 ) ( 2,996 )

18 unchanged sentences

Purchases of premises and equipment ( 2,607 ) ( 2,715 )

Net cash from investing activities 5,129 33,916

Proceeds from the payment of life insurance benefits 1,809 —

Net cash used by investing activities ( 167,124 ) ( 59,379 )

Financing activities:

29 unchanged sentences

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

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

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

Use of Estimates in the Preparation of Financial Statements

29 unchanged sentences

The Company measures expected credit losses on HTM debt securities on a collective basis by major security type, then further disaggregated by sector and bond rating.

Accrued interest receivable on HTM debt securities was considered insignificant at March 31, 2026 and December 31, 2025 and is therefore excluded from the estimate of credit losses.

Accrued interest receivable on HTM debt securities was considered insignificant at June 30, 2026 and December 31, 2025 and is therefore excluded from the estimate of credit losses.

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

11 unchanged sentences

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 three-month periods ended March 31, 2026 and 2025, respectively.

No security credit losses were recognized during the six-month periods ended June 30, 2026 and 2025, respectively.

Loans that management has the intent and ability to hold until maturity or payoff are reported at principal amount outstanding, net of deferred loan fees and costs.

36 unchanged sentences

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 three months ended March 31, 2026 and 2025, respectively.

Therefore, no allowance for credit losses has been recognized during the six months ended June 30, 2026 and 2025, respectively.

AFS Securities

7 unchanged sentences

No security credit losses were recognized during the three months ended March 31, 2026 and 2025, respectively.

No security credit losses were recognized during the six months ended June 30, 2026 and 2025, respectively.

Unfunded commitments

13 unchanged sentences

The amortized cost, estimated fair values and allowance for credit losses of investments in debt securities are summarized in the following tables:

March 31, 2026

June 30, 2026

(in thousands) Amortized

29 unchanged sentences

Total debt securities held to maturity $ 90,544 $ 5 $ ( 3,562 ) $ 86,987

Proceeds from the sale or call of available for sale investment securities totaled $ 3.0 million and $ 30.0 million for the three months ended March 31, 2026 and 2025, respectively, which resulted in gross realized gains of $ 0.02 million and gross realized losses of $ 1.1 million, respectively, during the equivalent periods.

Investment securities with an aggregate carrying value of $ 816.4 million and $ 839.6 million at March 31, 2026 and December 31, 2025, respectively, were pledged as collateral for specific borrowings, lines of credit or local agency deposits.

The amortized cost and estimated fair value of debt securities at March 31, 2026 by contractual maturity are shown below.

Proceeds from the sale or call of available for sale investment securities totaled $ 1.5 million during the three months ended June 30, 2026.

with no gross realized gains or losses.

Proceeds from the sale or call of available for sale investment securities totaled $ 0.7 million for the three months ended June 30, 2025, which resulted in gross realized gains of $ 4.0 thousand.

Proceeds from the sale or call of available for sale investment securities totaled $ 4.5 million and $ 30.7 million for the six months ended June 30, 2026 and 2025, respectively, resulting in gross realized gains of $ 17.0 thousand and $ 1.1 million, respectively.

Investment securities with an aggregate carrying value of $ 792.7 million and $ 839.6 million at June 30, 2026 and December 31, 2025, respectively, were pledged as collateral for specific borrowings, lines of credit or local agency deposits.

The amortized cost and estimated fair value of debt securities at June 30, 2026 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 March 31, 2026, obligations of the U.S.

At June 30, 2026, obligations of the U.S.

government and agencies with a 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.

1 unchanged sentence

government and agencies is categorized based on final maturity date.

At March 31, 2026, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S.

At June 30, 2026, the Company estimates the average remaining life of these mortgage-backed securities issued by U.S.

government corporations and agencies to be approximately 5.7 years.

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

As of March 31, 2026, the contractual final maturity for available for sale and held to maturity investment securities is as follows:

As of June 30, 2026, the contractual final maturity for available for sale and held to maturity investment securities is as follows:

Debt Securities Available for Sale Held to Maturity

8 unchanged sentences

Totals $ 1,857,352 $ 1,695,669 $ 80,789 $ 76,715

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 March 31, 2026, 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.

There was no allowance for credit losses related to investment securities as of March 31, 2026 or December 31, 2025.

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 June 30, 2026, 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.

There was no allowance for credit losses related to investment securities as of June 30, 2026 or December 31, 2025.

Gross unrealized losses on debt 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:

March 31, 2026:

June 30, 2026:

Less than 12 months 12 months or more Total

16 unchanged sentences

Total debt securities held to maturity $ 1,545 $ ( 19 ) $ 75,090 $ ( 4,056 ) $ 76,635 $ ( 4,075 )

The following securities had unrealized losses as of June 30, 2026:

• Obligations of U.S.

government corporations and agencies included 161 debt securities with aggregate depreciation of 10.4 % from the Company’s amortized cost basis.

• Obligations of states and political subdivisions included 142 debt securities with aggregate depreciation of 9.0 % from the Company’s amortized cost basis.

• Corporate bonds included 2 debt securities with aggregate depreciation of 1.1 % from the Company’s amortized cost basis.

• Asset backed securities included 18 debt securities with aggregate depreciation of 1.1 % from the Company’s amortized cost basis.

• Non-agency collateralized mortgage obligations included 14 debt securities with aggregate depreciation of 13.4 % 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 June 30, 2026, 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.

December 31, 2025:

17 unchanged sentences

Total debt securities held to maturity $ — $ — $ 86,828 $ ( 3,562 ) $ 86,828 $ ( 3,562 )

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

• Obligations of U.S.

government corporations and agencies included 150 debt securities with aggregate depreciation of 10.1 % from the Company’s amortized cost basis.

• Obligations of states and political subdivisions included 147 debt securities with aggregate depreciation of 9.7 % from the Company’s amortized cost basis.

• Corporate bonds included 3 debt securities with aggregate depreciation of 1.3 % from the Company’s amortized cost basis.

• Asset backed securities included 24 debt securities with aggregate depreciation of 0.8 % from the Company’s amortized cost basis.

• Non-agency collateralized mortgage obligations included 14 debt securities with aggregate depreciation of 12.9 % 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.

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

1 unchanged sentence

The following table summarizes the amortized cost of debt securities held-to-maturity at the dates indicated, aggregated by credit quality indicator:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

6 unchanged sentences

A summary of loan balances at amortized cost are as follows:

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Commercial real estate:

20 unchanged sentences

For the periods indicated, the following tables summarize the activity in the allowance for credit losses on loans which is recorded as a contra asset, and the reserve for unfunded commitments which is recorded on the balance sheet within other liabilities:

Allowance for credit losses – Three months ended March 31, 2026

Allowance for credit losses – Three months ended June 30, 2026

(in thousands) Beginning

17 unchanged sentences

Total $ 136,039 $ ( 455 ) $ 118 $ 2,655 $ 138,357

Allowance for credit losses – Six months ended June 30, 2026

(in thousands) Beginning

Balance Charge-offs Recoveries Provision (benefit) Ending

Commercial real estate:

CRE non-owner occupied $ 40,300 $ — $ 1 $ 1,882 $ 42,183

CRE owner occupied 12,712 — 1 3,335 16,048

Multifamily 17,327 — — ( 639 ) 16,688

Farmland 5,193 — — ( 452 ) 4,741

Total commercial real estate loans 75,532 — 2 4,126 79,660

SFR 1-4 1st DT liens 11,045 — — ( 594 ) 10,451

SFR HELOCs and junior liens 13,264 ( 75 ) 49 ( 366 ) 12,872

Other 1,974 ( 454 ) 101 25 1,646

Total consumer loans 26,283 ( 529 ) 150 ( 935 ) 24,969

Commercial and industrial 11,430 ( 768 ) 74 2,751 13,487

Construction 8,231 ( 70 ) — 290 8,451

Agriculture production 4,265 — 11 ( 674 ) 3,602

Leases 21 — — ( 3 ) 18

Allowance for credit losses on loans 125,762 ( 1,367 ) 237 5,555 130,187

Reserve for unfunded commitments 7,745 — — 425 8,170

Total $ 133,507 $ ( 1,367 ) $ 237 $ 5,980 $ 138,357

The Company consistently seeks to refine its estimation methodology for determining the allowance for credit losses, the effects of which were insignificant during the current period, and are expected to be insignificant in future periods.

25 unchanged sentences

Total $ 131,366 $ ( 11,051 ) $ 1,129 $ 12,063 $ 133,507

Allowance for credit losses – Three months ended March 31, 2025

Allowance for credit losses – Three months ended June 30, 2025

(in thousands) Beginning

18 unchanged sentences

Total $ 135,488 $ ( 8,595 ) $ 102 $ 4,665 $ 131,660

Allowance for credit losses – Six months ended June 30, 2025

(in thousands) Beginning

Balance Charge-offs Recoveries Provision

(benefit) Ending Balance

Commercial real estate:

CRE non-owner occupied $ 37,229 $ — $ — $ 3,692 $ 40,921

CRE owner occupied 15,747 — 1 ( 4,170 ) 11,578

Multifamily 15,913 — — ( 816 ) 15,097

Farmland 3,960 — — 2,928 6,888

Total commercial real estate loans 72,849 — 1 1,634 74,484

SFR 1-4 1st DT liens 14,227 — — ( 3,092 ) 11,135

SFR HELOCs and junior liens 10,411 — 16 1,594 12,021

Other 2,825 ( 317 ) 73 ( 419 ) 2,162

Total consumer loans 27,463 ( 317 ) 89 ( 1,917 ) 25,318

Commercial and industrial 14,397 ( 8,641 ) 166 4,102 10,024

Construction 7,224 — — 3,771 10,995

Agriculture production 3,403 ( 11 ) 614 ( 397 ) 3,609

Leases 30 — — ( 5 ) 25

Allowance for credit losses on loans 125,366 ( 8,969 ) 870 7,188 124,455

Reserve for unfunded commitments 6,000 — — 1,205 7,205

Total $ 131,366 $ ( 8,969 ) $ 870 $ 8,393 $ 131,660

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 million and non-homogeneous loans, such as commercial real

estate loans, unless other indicators, such as delinquency, trigger more frequent evaluation.

This analysis is performed annually for all outstanding balances greater than $ 1 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 million threshold and homogenous in nature are evaluated as needed for proper grading based on delinquency and borrower credit scores.

20 unchanged sentences

Based on the most recent analysis performed, the risk category of loans by class of loans is as follows for the period indicated:

Term Loans Amortized Cost Basis by Origination Year – As of March 31, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

(in thousands) 2026 2025 2024 2023 2022 Prior

15 unchanged sentences

Year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Term Loans Amortized Cost Basis by Origination Year – As of March 31, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

(in thousands) 2026 2025 2024 2023 2022 Prior

39 unchanged sentences

Year-to-date gross charge-offs $ 111 $ 119 $ 23 $ 126 $ 19 $ 45 $ 11 $ — $ 454

Term Loans Amortized Cost Basis by Origination Year – As of March 31, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

Term Loans Amortized Cost Basis by Origination Year – As of June 30, 2026 Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

(in thousands) 2026 2025 2024 2023 2022 Prior

138 unchanged sentences

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 March 31, 2026

Analysis of Past Due Loans - As of June 30, 2026

(in thousands) 30-59 days 60-89 days > 90 days Total Past

35 unchanged sentences

Non Accrual Loans

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

(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

16 unchanged sentences

Total, net $ 51,168 $ 67,030 $ 23 $ 54,261 $ 62,449 $ 81

Interest income on non accrual loans that would have been recognized during the three months ended March 31, 2026 and 2025, if all such loans had been current in accordance with their original terms, totaled $ 2.4 million and $ 1.5 million, respectively.

Interest income actually recognized on these originated loans during the three months ended March 31, 2026 and 2025 was $ 0.2 million and nominal, respectively.

Interest income on non accrual loans that would have been recognized during the three months ended June 30, 2026 and 2025, if all such loans had been current in accordance with their original terms, totaled $ 1.3 million and $ 2.1 million, respectively.

Interest income actually recognized on these originated loans during the three months ended June 30, 2026 and 2025 was $ 144.0 thousand and $ 339.0 thousand, respectively.

The following tables present the amortized cost basis of collateral dependent loans by class of loans as of the following periods:

As of March 31, 2026

As of June 30, 2026

(in thousands) Retail Office Warehouse Other Multifamily Farmland SFR-1st Deed SFR-2nd Deed Automobile/Truck A/R and Inventory Equipment Total

32 unchanged sentences

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

During the three months ended March 31, 2026 and March 31, 2025, respectively, there were no significant loan modifications made to borrowers experiencing financial difficulty.

During the three months ended March 31, 2026 and March 31, 2025, respectively, there were no loans with payment defaults by borrowers experiencing financial difficulty which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

During the three and six months ended June 30, 2026 and June 30, 2025, respectively, there were no significant loan modifications made to borrowers experiencing financial difficulty.

During the three and six months ended June 30, 2026 and June 30, 2025, respectively, there were no loans with payment defaults by borrowers experiencing financial difficulty which had material modifications in rate, term or principal forgiveness during the twelve months prior to default.

Note 5 - Leases

5 unchanged sentences

The following table presents the components of lease expense for the periods ended:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Short-term lease cost 51 49 101 95

Variable lease (income) cost ( 5 ) ( 10 )

Variable lease income ( 5 ) ( 6 ) ( 11 ) ( 16 )

Total lease cost $ 1,620 $ 1,444 $ 3,229 $ 2,897

The following table presents supplemental cash flow information related to leases for the periods ended:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

Weighted-average discount rate 3.88 % 3.58 %

At March 31, 2026, future expected operating lease payments are as follows:

At June 30, 2026, future expected operating lease payments are as follows:

(in thousands)

2 unchanged sentences

Discount for present value of expected cash flows ( 3,851 )

Lease liability at March 31, 2026 $ 26,525

Lease liability at June 30, 2026 $ 25,300

Note 6 - Deposits

A summary of the balances of deposits follows:

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

5 unchanged sentences

Total deposits $ 8,368,830 $ 8,263,901

Certificate of deposit balances totaling $ 100.0 million from the State of California were included in time certificates, $250,000 or more, at March 31, 2026 and December 31, 2025, respectively.

Certificate of deposit balances totaling $ 100.0 million from the State of California were included in time certificates, $250,000 or more, at June 30, 2026 and December 31, 2025, respectively.

The Company participates in a deposit program offered by the State of California whereby the State may make deposits at the Company’s request subject to collateral and credit worthiness constraints.

The negotiated rates on these State deposits are generally more favorable than other wholesale funding sources available to the Company.

Overdrawn deposit balances of $ 2.0 million and $ 2.7 million were classified as consumer loans at March 31, 2026 and December 31, 2025, respectively.

Overdrawn deposit balances of $ 2.5 million and $ 2.7 million were classified as consumer loans at June 30, 2026 and December 31, 2025, respectively.

Note 7 - Other Borrowings

A summary of the balances of other borrowings follows:

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

Other collateralized borrowings, fixed rate, as of March 31, 2026 and December 31, 2025 of 0.05 %, payable on April 1, 2026 and January 1, 2026, respectively

Other collateralized borrowings, fixed rate, as of June 30, 2026 and December 31, 2025 of 0.05 %, payable on July 1, 2026 and January 1, 2026, respectively

$ 10,519 $ 11,713

Total other borrowings $ 11,455 $ 11,713

Note 8 - Junior Subordinated Debt

1 unchanged sentence

(in thousands) Coupon Rate (Variable) 3 mo.

SOFR + As of March 31, 2026 As of December 31, 2025

SOFR + As of June 30, 2026 As of December 31, 2025

Subordinated Debt Series Maturity

7 unchanged sentences

The following table presents a summary of the Bank’s commitments and contingent liabilities:

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

10 unchanged sentences

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.

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 1.5014 per Class B-2 share.

As of March 31, 2026, the value of the Class A shares was $ 302.24 per share.

Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $ 3.1 million as of March 31, 2026, and has not been reflected in the accompanying consolidated financial statements.

As of June 30,

2026, the value of the Class A shares was $ 343.09 per share.

Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $ 3.5 million as of June 30, 2026, and has not been reflected in the accompanying consolidated financial statements.

Note 10 - Shareholders’ Equity

Dividends Paid

The Bank paid to the Company cash dividends in the aggregate amounts of $ 11.5 million and $ 12.0 million during the three months ended March 31, 2026 and 2025, respectively.

The Bank paid to the Company cash dividends in the aggregate amounts of $ 35.1 million and $ 28.5 million during the three months ended June 30, 2026 and 2025, respectively, and during the equivalent six month periods paid $ 46.6 million and $ 40.6 million, respectiv ely .

The Bank is regulated by the FDIC and the DFPI.

5 unchanged sentences

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

During the three months ended March 31, 2026, the Company repurchased 447,211 shares with market value totaling $ 21.6 million under the 2025 Program.

There were no shares repurchased in 2025 under the 2025 Program, however, during the three months ended March 31, 2025 the Company purchased 89,654 shares with market value of $ 3.7 million under the 2021 Share Repurchase Program.

As of March 31, 2026, approximately 1,553,000 shares remain authorized for repurchase.

During the three months ended June 30, 2026, the Company repurchased zero shares.

During the six months ended June 30, 2026, the Company repurchased 447,211 shares with a market value totaling $ 21.6 million under the 2025 Program.

There were no shares repurchased in 2025 under the 2025 Program, however, during the three and six months ended June 30, 2025 the Company purchased 379,978 and 469,632 shares with market values of $ 15.2 million and $ 18.9 million under the 2021 Share Repurchase Program.

As of June 30, 2026, approximately 1,553,000 shares remain authorized for repurchase.

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 exercise price, if applicable, and the tax withholding on such shares.

There were no option exercises during the three months ended March 31, 2026 and March 31, 2025, respectively.

Employees tendered 17,262 and 10,122 shares in connection with the tax withholding requirements of other share-based awards during the three months ended March 31, 2026 and 2025, respectively.

In total, shares of the Company's common stock tendered had market values of $ 0.8 million and $ 0.4 million during the quarters ended March 31, 2026 and 2025, respectively.

There were no option exercises during the three and six months ended June 30, 2026 and 2025, respectively.

Employees tendered 33,379 and 11,542 shares in connection with the tax withholding requirements of other share-based awards during the three months ended June 30, 2026 and 2025, respectively, and 50,641 and 21,664 shares during the six months then ended, respectively.

In total, shares of the Company's common stock tendered had market values of $ 1.8 million and $ 0.5 million during the quarters ended June 30, 2026 and 2025, respectively, and $ 2.6 million and $ 0.9 million during the respective six month periods.

The tendered shares were retired.

6 unchanged sentences

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.

There were no stock options outstanding as of March 31, 2026 and December 31, 2025 .

Activity related to restricted stock unit awards during the three months ended March 31, 2026 is summarized in the following table:

There were no stock options outstanding as of June 30, 2026 and December 31, 2025 .

Activity related to restricted stock unit awards during the six months ended June 30, 2026 is summarized in the following table:

Vesting RSUs Market Plus

4 unchanged sentences

RSUs forfeited ( 2,868 ) ( 4,503 )

Outstanding at March 31, 2026 149,608 189,154

The 149,608 of service condition vesting RSUs outstanding as of March 31, 2026 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.

Outstanding at June 30, 2026 125,774 142,096

The 125,774 of service condition vesting RSUs outstanding as of June 30, 2026 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.

The dividend credits follow the same vesting requirements as the RSU awards and are not considered participating securities.

The 149,608 of service condition vesting RSUs outstanding as of March 31, 2026 are expected to vest, and be released, on a weighted-average basis, over the next 2.26 years.

The Company expects to recognize $ 4.5 million of pre-tax compensation costs related to these service condition vesting RSUs between March 31, 2026 and their vesting dates.

The Company did not modify any service condition vesting RSUs during the three months ended March 31, 2026 or 2025.

The 189,154 of market plus service condition vesting RSUs outstanding as of March 31, 2026 are expected to vest, and be released, on a weighted-average basis, over the next 2.39 years.

The Company expects to recognize $ 2.8 million of pre-tax compensation costs related to these RSUs between March 31, 2026 and their vesting dates.

As of March 31, 2026, 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 283,731 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 the three months ended March 31, 2026 or 2025.

The 125,774 of service condition vesting RSUs outstanding as of June 30, 2026 are expected to vest, and be released, on a weighted-average basis, over the next 2.00 years.

The Company expects to recognize $ 4.4 million of pre-tax compensation costs related to these service condition vesting RSUs between June 30, 2026 and their vesting dates.

The Company did not modify any service condition vesting RSUs during the six months ended June 30, 2026 or 2025.

The 142,096 of market plus service condition vesting RSUs outstanding as of June 30, 2026 are expected to vest, and be released, on a weighted-average basis, over the next 2.30 years.

The Company expects to recognize $ 2.4 million of pre-tax compensation costs related to these RSUs between June 30, 2026 and their vesting dates.

As of June 30, 2026, 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 213,144 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 the six months ended June 30, 2026 or 2025.

Note 12 - Non-interest Income and Expense

1 unchanged sentence

Three months ended

June 30, Six months ended

(in thousands) 2026 2025 2026 2025

17 unchanged sentences

Three months ended

June 30, Six months ended

(in thousands) 2026 2025 2026 2025

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Regulatory assessments and insurance 1,300 1,297 2,605 2,580

Merger and acquisition expense 850 — 850 —

Postage 407 385 753 705

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Earnings per share have been computed based on the following:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(in thousands) 2026 2025 2026 2025

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The components of OCI and related tax effects are as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(in thousands) 2026 2025 2026 2025

12 unchanged sentences

The components of AOCI, included in shareholders’ equity, are as follows:

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

25 unchanged sentences

Fair value measurement is based upon quoted prices, if available.

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.

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.

24 unchanged sentences

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

Fair value at March 31, 2026 Total Level 1 Level 2 Level 3

Fair value at June 30, 2026 Total Level 1 Level 2 Level 3

Marketable equity securities $ 2,665 $ 2,665 $ — $ —

22 unchanged sentences

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 the three months ended March 31, 2026 or March 31, 2025, respectively.

There were no transfers between any levels during the six months ended June 30, 2026 or June 30, 2025, respectively.

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 time periods indicated.

Had there been any transfer into or out of Level 3 during the time periods indicated, 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):

Three months ended March 31, Beginning

Three months ended June 30, Beginning

Balance Transfers

6 unchanged sentences

$ 6,614 — $ ( 52 ) $ 201 $ 6,763

Three months ended March 31,

Six months ended June 30,

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.

1 unchanged sentence

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).

The following table presents quantitative information about recurring Level 3 fair value measurements at March 31, 2026 and December 31, 2025:

As of March 31, 2026:

The following table presents quantitative information about recurring Level 3 fair value measurements at June 30, 2026 and December 31, 2025:

As of June 30, 2026:

(in thousands) Valuation

7 unchanged sentences

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

March 31, 2026 Total Level 1 Level 2 Level 3

June 30, 2026 Total Level 1 Level 2 Level 3

Collateral dependent loans $ 13,263 — — $ 13,263

5 unchanged sentences

Total assets measured at fair value $ 11,107 — — $ 11,107

The tables below present the net losses resulting from non-recurring fair value adjustments of assets and liabilities for the periods indicated (in thousands):

Three months ended March 31,

The tables below present the net (losses) gains resulting from non-recurring fair value adjustments of assets and liabilities for the periods indicated (in thousands):

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Collateral dependent loans $ 1,891 $ ( 2,485 ) $ 204 $ ( 7,498 )

19 unchanged sentences

Under certain circumstances, management discounts are applied based on specific characteristics of an individual property.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at March 31, 2026:

March 31, 2026 Fair Value

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at June 30, 2026:

June 30, 2026 Fair Value

(in thousands) Valuation

34 unchanged sentences

Further, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of these estimates.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands) Carrying

21 unchanged sentences

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1, and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets.

The following tables present actual and required capital ratios as of March 31, 2026 and December 31, 2025 for the Company and the Bank under applicable Basel III Capital Rules.

The minimum capital amounts presented include the minimum required capital levels as of March 31, 2026 and December 31, 2025 based on the then phased-in provisions of the Basel III Capital Rules.

The following tables present actual and required capital ratios as of June 30, 2026 and December 31, 2025 for the Company and the Bank under applicable Basel III Capital Rules.

The minimum capital amounts presented include the minimum required capital levels as of June 30, 2026 and December 31, 2025 based on the then phased-in provisions of the Basel III Capital Rules.

Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

1 unchanged sentence

Considered Well

As of March 31, 2026:

As of June 30, 2026:

Amount Ratio Amount Ratio Amount Ratio

29 unchanged sentences

Tri Counties Bank $ 1,145,890 11.78 % $ 388,982 4.00 % $ 486,227 5.00 %

As of March 31, 2026 and December 31, 2025, capital levels at the Company and the Bank exceed all capital adequacy requirements under the Basel III Capital Rules.

Also, at March 31, 2026 and December 31, 2025, the Bank’s capital levels exceeded the minimum amounts necessary to be considered well capitalized under the current regulatory framework for prompt corrective action.

As of June 30, 2026 and December 31, 2025, capital levels at the Company and the Bank exceed all capital adequacy requirements under the Basel III Capital Rules.

Also, at June 30, 2026 and December 31, 2025, the Bank’s capital levels exceeded the minimum amounts necessary to be considered well capitalized under the current regulatory framework for prompt corrective action.

The Basel III Capital Rules require all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers.

The capital conservation buffer is exclusively composed of common equity tier 1 capital, and it applies to each of the risk-based capital ratios but not the leverage ratio.

At March 31, 2026, the Company and the Bank are in compliance with the capital conservation buffer requirement.

At June 30, 2026, the Company and the Bank are in compliance with the capital conservation buffer requirement.

Note 17 – Segment Information

2 unchanged sentences

Information reported internally for performance assessment by the CODM follows, inclusive of reconciliations of the banking segment totals to the financial statements.

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(in thousands) 2026 2025 2026 2025

10 unchanged sentences

Segment net income/consolidated net income $ 34,169 $ 27,542 $ 67,854 $ 53,905

As of March 31,

As of June 30,

Reconciliation of assets:

2 unchanged sentences

Total consolidated assets $ 9,930,763 $ 9,923,983

Note 18 — Pending Merger

On July 12, 2026, TriCo entered into an Agreement and Plan of Reorganization and Merger (the “merger agreement”) with First Hawaiian, Inc., a Delaware corporation (“First Hawaiian”) and Horizon Merger Sub, Inc., a California corporation and wholly owned subsidiary of First Hawaiian (“Merger Sub”).

The merger agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into TriCo (the “merger”), with TriCo surviving the merger (the “Surviving Corporation”), and immediately following the merger, the Surviving Corporation will merge with and into First Hawaiian (the “second step merger,” and together with the merger, the “mergers”), with First Hawaiian continuing as the surviving entity in the second step merger.

Promptly following the second step merger, Tri Counties Bank will merge with and into First Hawaiian’s wholly owned bank subsidiary, First Hawaiian Bank (the “bank merger”), with First Hawaiian Bank surviving the bank merger.

The merger agreement was unanimously approved and adopted by the board of directors of each of TriCo, FHI and Merger Sub.

Subject to the terms and conditions of the merger agreement, at the effective time of the merger (the “effective time”), each share of TriCo common stock outstanding immediately prior to the effective time, other than shares owned, directly or indirectly, by TriCo, First Hawaiian or any of their respective subsidiaries, will be converted into the right to receive 2.095 shares of common stock, par value $ 0.01 per share, of First Hawaiian.

Holders of TriCo’s common stock will receive cash in lieu of fractional shares.

Upon closing of the transaction, First Hawaiian and TriCo shareholders are expected to own approximately 65 % and 35 %, respectively, of the combined company.

The transaction is expected to close by the end of 2026, subject to the receipt of required regulatory approvals, approval by First Hawaiian and TriCo shareholders and the satisfaction of customary closing conditions.

A summary of the terms of the merger agreement and other related agreements are summarized in, and the merger agreement has been filed as an exhibit to, the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 15, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements