TRICO BANCSHARES / (TCBK)

CIK: 0000356171. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=356171. Latest filing source: 0000356171-26-000010.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000356171.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000356171.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000356171-26-000042.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Cautionary Statements Regarding Forward-Looking Information

The statements contained herein that are not historical facts are forward-looking statements based on management’s current expectations and beliefs concerning future developments and their potential effects on us. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond our control. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: macroeconomic, geopolitical, and other challenges and uncertainties, including those related to actual or potential policies and actions from the U.S. administration, such as tariffs and reciprocal actions by other countries or regions and their ultimate impact on us, our customers, financial markets, and the overall U.S. and global economies; the uncertainty of rapidly evolving and changing U.S. trade policies and practices; inflation/deflation, interest rate, market and monetary fluctuations/volatility; increases in unemployment rates; slowing economic growth or recession in the U.S. and other countries or regions; the impact of any future federal government shutdown and uncertainty regarding the federal government’s debt limit; the impact of changes in financial services industry policies, laws and regulations; regulatory restrictions or adverse regulatory findings affecting our ability to successfully market and price our products to consumers; systemic or non-systemic bank failures or crises and any related impact on depositor behavior or investor sentiment; the impacts of international hostilities, wars, terrorism or geopolitical events; risks related to the sufficiency of liquidity, including our ability to attract and maintain deposits; the risks related to the development, implementation, use and management of emerging technologies, including artificial intelligence and machine learning; extreme weather, natural disasters and other catastrophic events and their effects on our customers and the economic and business environments in which we operate; current and future economic and market conditions of the local economies in which we conduct operations; declines in housing and commercial real estate prices and changes in the financial performance and/or condition of our borrowers; the market value of our investment securities and possible other-than-temporary impairment of securities held by us due to changes in credit quality or rates; the availability of, and cost of, sources of funding and the demand for our products; the possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and capital; the costs or effects of mergers, acquisitions or dispositions, as well as whether we are able to obtain any required governmental approvals in connection with any such activities, or identify and complete favorable transactions in the future and/or realize the anticipated financial and business benefits; the volatility of the stock market and its impact on our stock price and our ability to conduct acquisitions; the regulatory and financial impacts associated with exceeding $10 billion in total assets; the ability to execute our business plan in new markets; our future operating or financial performance, including our outlook for future growth and our ability to control expenses; changes in the level and direction of our nonperforming assets and charge-offs and the appropriateness of the allowance for credit losses; the effectiveness of us managing the mix of earning assets and in improving, resolving or liquidating lower-quality assets; changes in accounting standards and practices; changes in consumer spending, borrowing and savings habits; the effects of changes in the level or cost of checking or savings account deposits on our funding costs and net interest margin; the impact of alternative currencies such as stablecoin and other cryptocurrencies on our ability to attract deposits; increasing noninterest expense and its impact on our financial performance; competition and innovation with respect to financial products and services by banks, financial institutions and non-traditional competitors including retail businesses and technology companies; potential changes to loss allocations between financial institutions and customers, including for losses incurred from the use of our products and services, including electronic payments and payment of checks, that were authorized by the customer but induced by fraud; the challenges of attracting, integrating and retaining key employees; the impact of the 2023 cyber security ransomware incident, including the pending litigation, on our operations and reputation; the vulnerability of our operational or security systems or infrastructure, the systems of third- and fourth-party vendors or other service providers with whom we contract, and our customers to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and data/security breaches and the cost to defend against and respond to such incidents; increased data security risks due to work from home arrangements and email vulnerability; failure to safeguard personal information, and any resulting litigation; the effect of a fall in stock market prices on our brokerage and wealth management businesses; the effectiveness of our risk management framework and quantitative models; the emergence or continuation of widespread health emergencies or pandemics; potential judgments, orders, settlements, penalties, fines and reputational damage resulting from pending or future litigation and regulatory investigations, proceedings and enforcement actions; and our ability to manage the risks involved in the foregoing. There can be no assurance that future developments affecting us will be the same as those anticipated by management. Additional factors that could cause results to differ materially from those described above can be found in our filings with the U.S. Securities and Exchange Commission, including without limitation the “Risk Factors” Section of TriCo’s Annual Report on Form 10-K for the year ended December 31, 2025, Such filings are also available in the “Investor Relations” section of our website, https://www.tcbk.com/investor-relations. Annualized, pro forma, projections and estimates are not forecasts and may not reflect actual results. We undertake no obligation (and expressly disclaim any such obligation) to update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

General

As TriCo Bancshares (referred to in this report as “we”, “our” or the “Company”) has not commenced any business operations independent of Tri Counties Bank (the “Bank”), the following discussion pertains primarily to the Bank. Average balances, including such balances used in calculating certain financial ratios, are generally comprised of average daily balances for the Company. Within Management’s Discussion and Analysis of Financial Condition and Results of Operations, interest income, net interest income, and net interest yield are generally presented on a FTE basis. The Company believes the use of these non-generally accepted accounting principles (non-GAAP) measures provides additional clarity in assessing its results, and the presentation of these measures on a FTE basis is a common practice within the banking industry. Interest income and net interest income are shown on a non-FTE basis in the Part I - Financial Information section of this Form 10-Q, and a reconciliation of the FTE and non-FTE presentations is provided below in the discussion of net interest income.

36

Table of Contents

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those that materially affect the financial statements and are related to the adequacy of the allowance for loan losses, investments, mortgage servicing rights, fair value measurements, retirement plans and intangible assets. 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. A detailed discussion related to the Company’s accounting policies including those related to estimates on the allowance for credit losses related to loans and investment securities, and impairment of intangible assets, can be found in Note 1 of the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2025.

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.

Financial Highlights

Performance highlights and other developments for the Company as of or for the three months ended March 31, 2026, included the following:

•Net income was $33.7 million or $1.04 per diluted share as compared to $33.6 million or $1.03 per diluted share in the trailing quarter, and an increase of $7.3 million or 27.8% from the first quarter of 2025

•Net interest income (FTE) was $91.5 million, a decrease of $1.0 million or 1.1% over the trailing quarter; net interest margin (FTE) was 4.07%, an increase of 5 basis points over 4.02% in the trailing quarter

•Loan balances decreased $42.9 million or 2.4% (annualized) from the trailing quarter and increased $247.4 million or 3.6% from the same quarter of the prior year

•Deposit balances increased $139.7 million or 6.8% (annualized) from the trailing quarter and increased $198.3 million or 2.4% from the same quarter of the prior year

•Average non-interest bearing deposits grew by 1.5% year over year and were 30.6% of total deposits at quarter end

•Yield on average earning assets was 5.26%, an increase of 3 basis points over the 5.23% in the trailing quarter; yield on average loans was 5.78%, an increase of 1 basis point over the 5.77% in the trailing quarter

•The average cost of total deposits was 1.26%, a decrease of 3 basis points as compared to 1.29% in the trailing quarter, and a decrease of 17 basis points from 1.43% in the same quarter of the prior year

•For the quarter ended March 31, 2026, the Company’s return on average assets was 1.38%, while the return on average equity was 10.08%; for the trailing quarter ended December 31, 2025, the Company’s return on average assets was 1.34%, while the return on average equity was 10.02%

•Diluted earnings per share were $1.04 for

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis is designed to provide a better understanding of the significant changes and trends related to the Company and the Bank’s financial condition, operating results, asset and liability management, liquidity and capital resources and should be read in conjunction with the consolidated financial statements of the Company and the related notes at Part II, Item 8 of this report.

Financial Overview

In 2025, the Company reported net income of $121.6 million, a $6.7 million or 5.8% increase from the prior year. Earnings per share on a diluted basis for the year were $3.70, up 6.9% from the prior year. The current year net income was impacted by an increase in net interest income primarily associated with decreased interest expense and partially offset by an increase in provision for loan losses. In 2025, total interest expense was reported at $119.7 million, an decrease of $15.5 million or 11.4% from the prior year.

Net interest income on a fully tax equivalent (FTE) basis, a non-GAAP financial measure, was $351.9 million, an increase of $19.4 million, or 5.8%, from 2024. The increase in FTE net interest income reflects the $75.8 million, or 0.8%, increase in average earning assets and an 18 basis point increase in the FTE net interest margin to 3.89%. Average earning asset declines included a $226.1 million or 10.5% decrease in average securities, partially offset by an $166.3 million, or 2.5% increase in average loans and leases. The decrease in average securities was driven by the redeployment of liquidity from prepayments, maturities and sales into the pay down of borrowings and loan growth during 2025. The net interest margin expansion was driven by the declining rate environment and a liability sensitive balance sheet, resulting in a decrease in the cost of funds from both deposits and borrowings. This decrease in interest expense was supported by improved average balances on loans, flat yields on earnings assets and to a greater extent, by the continued balance sheet mix shift where liquidity from deposit growth and investment security principal repayments were utilized to pay down borrowings. Total average interest-bearing deposits was $5.7 billion and $5.4 billion during 2025 and 2024, respectively, while average other borrowings totaled $35.6 million and $294.3 million, respectively, during the same periods.

The provision for credit losses increased $5.4 million to $12.1 million, primarily due to growth in loan volume during 2025 and increased charge-offs, relative to the 2024 period with muted loan growth and less volatility within collateral values. The allowance for credit losses (ACL) was $125.8 million, or 1.77% of total loans and leases, at December 31, 2025, compared to $125.4 million, or 1.85% of total loans and leases, at December 31, 2024.

Noninterest income was $68.3 million, up $3.9 million, or 6.1%, from the prior year, while noninterest expenses of $241.0 million was up $6.9 million or 2.9%, from the prior year. The year over year changes in noninterest income reflected improved earnings on deposit accounts and other service fees, coupled with elevated earnings from asset management from continued growth in assets under management. The increase in noninterest expense meanwhile as compared to the trailing year is attributed primarily to a combination of routine merit increases, increased incentive compensation from elevated levels of both loan and deposit production, and targeted strategic hiring.

The tangible common equity to tangible assets ratio, a non-GAAP financial measure, was 10.71% at December 31, 2025, up 99 basis points from December 31, 2024, primarily due to an increase in tangible common equity related to the retention of 2025 earnings and a reduction in accumulated other comprehensive loss.

30 TriCo Bancshares 2025 10-K

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TRICO BANCSHARES

Financial Summary

(In thousands, except per share amounts; unaudited)

Year ended December 31,

2025

2024

2023

Interest income

$

470,572 

$

466,638 

$

438,354 

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)

Noninterest income

68,338 

64,407 

61,400 

Noninterest expense

(240,959)

(234,105)

(233,182)

Income before 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 

Share Data

Earnings per share:

Basic

$

3.72 

$

3.47 

$

3.53 

Diluted

$

3.70 

$

3.46 

$

3.52 

Per share:

Dividends paid

$

1.38 

$

1.32 

$

1.20 

Book value at period end

$

41.07 

$

37.03 

$

34.86 

Tangible book value at period end (2)

$

31.52 

$

27.60 

$

25.39 

Average common shares outstanding

32,673 

33,088 

33,261 

Average diluted common shares outstanding

32,855 

33,230 

33,355 

Shares outstanding at period end

32,335 

32,970 

33,268 

Financial Ratios

During the period:

Return on average assets

1.23 

%

1.18 

%

1.19 

%

Return on average equity

9.45 

%

9.57 

%

10.65 

%

Net interest margin(1)

3.89 

%

3.71 

%

3.96 

%

Efficiency ratio

57.48 

%

59.14 

%

55.77 

%

Average equity to average assets

13.06 

%

12.30 

%

11.17 

%

Dividend payout ratio

37.04 

%

38.00 

%

33.99 

%

At period end:

Equity to assets

13.52 

%

12.62 

%

11.70 

%

Total capital to risk-weighted assets

15.05 

%

15.71 

%

14.73 

%

Balance Sheet Data

Total investments

$

1,842,417 

$

2,036,610 

$

2,305,882 

Total loans

7,111,087 

6,768,523 

6,794,470 

Total assets

9,822,063 

9,673,728 

9,910,089 

Total non-interest bearing deposits

2,594,032 

2,548,613 

2,722,689 

Total deposits

8,263,901 

8,087,576 

7,834,038 

Total other borrowings

11,713 

89,610 

632,582 

Total junior subordinated debt

41,238 

101,191 

101,099 

Total shareholders’ equity

1,328,001 

1,220,907 

1,159,682 

Total tangible equity (2)

$

1,019,088 

$

910,033 

$

844,688 

(1)Fully taxable equivalent (FTE)

(2)Tangible equity is calculated by subtracting Goodwill and Other intangible assets from total shareholders’ equity. Management believes that tangible equity is meaningful because it is a measure that the Company and investors commonly use to assess capital adequacy. Tangible book value is calculated by dividing tangible equity by shares outstanding at period end. See tables below for further details.

As TriCo Bancshares has not commenced any business operations independent of the Bank, the following discussion pertains primarily to the Bank. Average balances, including such balances used in calculating certain financial ratios, are generally comprised of average daily balances for the Company. Within Management’s Discussion and Analysis of Financial Condition and Results of Operations, interest income and net interest income may be presented on a fully tax-equivalent (FTE) basis. The presentation of interest income and net interest income on a FTE basis is a common practice within the banking industry. Interest income and net interest income are shown on a non-FTE basis within Part II, Item 7 and Item 8 of this report, and a reconciliation of the FTE and non-FTE presentations is provided below in the discussion of net interest income.

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this 10-K contains certain non-GAAP financial measures. Management has presented these non-GAAP financial measures because it believes that they provide useful and comparative information to assess trends in the Company's core operations reflected in the periods presented

31 TriCo Bancshares 2025 10-K

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and facilitate the comparison of our performance with the performance of our peers. However, these non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP. Where applicable, comparable earnings information using GAAP financial measures is also presented. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies. For a reconciliation of these non-GAAP financial measures, see the tables below:

Twelve months ended

(dollars in thousands)

December 31,

2025

December 31,

2024

Net interest margin

Acquired loans discount accretion, net:

Amount (included in interest income)

$5,153

$4,329

Effect on average loan yield

0.08 

%

0.07 

%

Effect on net interest margin (FTE)

0.06 

%

0.05 

%

Net interest margin (FTE)

3.89 

%

3.71 

%

Net interest margin less effect of acquired loan discount accretion (Non-GAAP)

3.83 

%

3.66 

%

Twelve months ended

(dollars in thousands)

December 31,

2025

December 31,

2024

Pre-tax pre-provision return on average assets or equity

Net income (GAAP)

$121,558

$114,868

Exclude provision for income taxes

44,601

40,236

Exclude provision for credit losses

12,063

6,632

Net income before income tax and provision expense (Non-GAAP)

$178,222

$161,736

Average assets (GAAP)

$9,854,786

$9,757,326

Average equity (GAAP)

$1,286,959

$1,200,140

Return on average assets (GAAP)

1.23 

%

1.18 

%

Pre-tax pre-provision return on average assets (Non-GAAP)

1.81 

%

1.66 

%

Return on average equity (GAAP)

9.45 

%

9.57 

%

Pre-tax pre-provision return on average equity (Non-GAAP)

13.85 

%

13.48 

%

Twelve months ended

(dollars in thousands)

December 31,

2025

December 31,

2024

Return on tangible common equity

Average total shareholders' equity

$1,286,959

$1,200,140

Exclude average goodwill

304,442

304,442

Exclude average other intangibles

5,498

8,592

Average tangible common equity (Non-GAAP)

$977,019

$887,106

Net income (GAAP)

$121,558

$114,868

Exclude amortization of intangible assets, net of tax effect

1,381

2,900

Tangible net income available to common shareholders (Non-GAAP)

$122,939

$117,768

Return on average equity

9.45 

%

9.57 

%

Return on average tangible common equity (Non-GAAP)

12.58 

%

13.28 

%

32 TriCo Bancshares 2025 10-K

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As of

(dollars in thousands)

December 31,

2025

December 31,

2024

Tangible shareholders' equity to tangible assets

Shareholders' equity (GAAP)

$1,328,001

$1,220,907

Exclude goodwill and other intangible assets, net

308,913

310,874

Tangible shareholders' equity (Non-GAAP)

$1,019,088

$910,033

Total assets (GAAP)

$9,822,063

$9,673,728

Exclude goodwill and other intangible assets, net

308,913

310,874

Total tangible assets (Non-GAAP)

$9,513,150

$9,362,854

Shareholders' equity to total assets (GAAP)

13.52 

%

12.62 

%

Tangible shareholders' equity to tangible assets (Non-GAAP)

10.71 

%

9.72 

%

As of

(dollars in thousands)

December 31,

2025

December 31,

2024

Tangible common shareholders' equity per share

Tangible shareholders' equity (Non-GAAP)

$1,019,088

$910,033

Common shares outstanding at end of period

32,334,974 

32,970,425 

Common shareholders' equity (book value) per share (GAAP)

$41.07

$37.03

Tangible common shareholders' equity (tangible book value) per share (Non-GAAP)

$31.52

$27.60

Critical Accounting Policies and Estimates

In preparing the consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates.     Our most significant accounting policies and estimates and their related application are discussed below.

Allowance for Credit Losses

Our ACL represents our current estimate of the lifetime credit losses expected from our loan and lease portfolio and our unfunded lending commitments. Management uses models that employ assumptions about current and future economic conditions throughout the contractual life of our loan portfolio. As part of our model risk oversight, we perform ongoing monitoring of model performance to assess modeling approaches and identify potential model enhancements, which may result in updates to our statistically based models from time-to-time. The impact from any refinement of estimates or changes to assumptions was insignificant to the financial statements during the current period. Ongoing oversight efforts include monitoring: CECL model outputs, loan portfolio risk ratings, economic conditions, loan concentrations and growth rates, past-due and non-performing trends, specific reserves for problem loans, and historical charge-off and recovery experience.

One of the key assumptions requiring significant judgment in the process is estimating the Company's ACL relates to macroeconomic forecasts that are incorporated into the loss models. As all economic outlooks are inherently uncertain, the Company utilizes various data points to better inform management's estimation of expected credit losses given observable and forecast changes in the economic environment and market conditions. These macroeconomic forecasts incorporate variables that have historically been key drivers of increases and decreases in credit losses. These variables include, but are not limited to: gross domestic product, unemployment rate, consumer price index, corporate interest rate spreads, and economic policy. Changes in the economic forecasts could significantly affect the estimated credit losses, which could potentially lead to materially different allowance levels from one reporting period to the next.

Certain loans are not included in pools of loans that are collectively evaluated. The segregation of these loans is based on the results from analysis of individually identified credits that meet management’s criteria for individual evaluation. These loans are first reviewed individually to determine if such loans have a unique risk profile that would warrant individual evaluation. Loans where management has concluded that it is probable that the borrower will be unable to pay all amounts due under the original contractual terms are removed from the pools of loans collectively evaluated. They are then specifically reviewed and evaluated individually by management for loss potential by evaluating sources of repayment, including collateral as applicable, and a specified allowance for credit losses is established where necessary. By definition, any loan that management has placed on non-accrual is required to be individually evaluated, however, not all individually

33 TriCo Bancshares 2025 10-K

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evaluated loans need to be placed on non-accrual.

Because current economic conditions and forecasts can change and determining the likelihood of future events make it inherently difficult to predict the amount of estimated credit losses on loans, management's determination of the appropriateness of the ACL, could change significantly. It is difficult to estimate how potential changes in any one economic factor or input might affect the overall allowance because a wide variety of factors and inputs are considered in estimating the allowance and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may move independently of one another, such that improvement in one or certain factors may offset deterioration in others. Thus, as a result of the significant size of the loan portfolio, the numerous assumptions in the model, and the high degree of potential change in such assumptions, there is a high degree of sensitivity to the reported amounts. The ACL is sensitive to changes in key assumptions, and changes in the economic forecasts, the forecast period, and other macroeconomic factors, such as those noted above, would all change the outcome of the quantitative components of the ACL. Those results would then need to be assessed from a qualitative perspective, potentially requiring further adjustments to the qualitative components to arrive at a reasonable and appropriate allowance for credit losses. Management believes that the ACL was adequate as of December 31, 2025.

Other Accounting Policies and Estimates that are Not Considered Critical

On an on-going basis, the Company evaluates its estimates, including those that may materially affect the financial statements and are related to investments, mortgage servicing rights, fair value measurements, retirement plans, intangible assets and the fair value of acquired assets and liabilities. 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. The Company’s policies related to these estimates can be found in Note 1 in the financial statements at Part II, Item 8 of this report.

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.

Results of Operations

Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances for the Company. Within Management’s Discussion and Analysis of Financial Condition and Results of Operations, certain performance measures including interest income, net interest income, net interest yield, and efficiency ratio are generally presented on a fully tax-equivalent (FTE) basis. The Company believes the use of these non-generally accepted accounting principles (non-GAAP) measures provides additional clarity in assessing its results.

Net Interest Income

Net interest income is our largest source of revenue and is the difference between the interest earned on interest-earning assets (generally loans, leases and investment securities) and the interest expense incurred in connection with interest-bearing liabilities (generally deposits and borrowed funds). The level of net interest income is primarily a function of the difference between the effective yield on our average interest-earning assets and the effective cost of our interest-bearing liabilities. These factors are influenced by the pricing and mix of interest-earning assets and interest-bearing liabilities which, in turn, are impacted by external factors such as local economic conditions, competition for loans and deposits, the monetary policy of the FRB and market interest rates. For further discussion, refer to “—Risk Factors – Risks Related to Interest Rates.” Following is a summary of the Company’s net interest income for the periods indicated (dollars in thousands):

34 TriCo Bancshares 2025 10-K

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Year ended December 31,

2025

2024

2023

Interest income

$

470,572 

$

466,638 

$

438,354 

Interest expense

(119,729)

(135,204)

(81,677)

Net interest income (not FTE)

350,843 

331,434 

356,677 

FTE adjustment

1,050 

1,085 

1,536 

Net interest income (FTE)

$

351,893 

$

332,519 

$

358,213 

Net interest margin (FTE)

3.89 

%

3.71 

%

3.96 

%

Acquired loans discount accretion:

Purchased loan discount accretion

$

5,153 

$

4,329 

$

5,651 

Effect on average loan yield

0.08 

%

0.07 

%

0.09 

%

Effect of purchased loan discount accretion on net interest margin (FTE)

0.06 

%

0.05 

%

0.06 

%

Net interest income (FTE) during the year ended December 31, 2025 increased $19.4 million or 5.8% to $351.9 million compared against $332.5 million during the year ended December 31, 2024. The increased amount of net interest income reflects the declining rate environment driving a decrease in the cost of funds from both deposits and borrowings, only slightly offset by modestly lower yields on loan and lease balances, and investment securities during 2025. Average loan balances increased by $166.3 million or 2.5% from December 31, 2024. Meanwhile, the yield on interest earning assets was 5.21% and 5.21% for the years ended December 31, 2025 and 2024, respectively. The unchanged earning asset yield was reflective of a 4 basis point decrease in total loan yields and a 3 basis point decrease in yield associated with total investment securities. Meanwhile, the costs of total interest bearing liabilities decreased 29 basis points to 2.04% during the year ended December 31, 2025, as compared to 2.33% for the year ended December 31, 2024. During the same period, costs associated with interest bearing deposits decreased by 12 basis points to 1.97% as compared to 2.09% in the prior year. The decrease in interest expense for the year ended December 31, 2025, as compared to the trailing year, was primarily due to the continued balance sheet mix shift where liquidity from deposit growth and investment security principal repayments were utilized to pay down borrowings.

Net interest income (FTE) during the year ended December 31, 2024 decreased $25.7 million or 7.2% to $332.5 million compared against $358.2 million during the year ended December 31, 2023. The decreased amount of net interest income reflects the higher rate environment driving an increase in the cost of funds from both deposits and borrowings, partially offset by improved yields on loan and lease balances, and investment securities during 2024. Average loan balances increased by $189.8 million or 2.9% from December 31, 2023. Meanwhile, the yield on interest earning assets was 5.21% and 4.87% for the years ended December 31, 2024 and 2023, respectively. This 34 basis point increase in total earning asset yield was attributable to a 35 basis point increase in total loan yields and a 7 basis point increase in yields on total investments. Of the 35 basis point increase in loan yields, 11 basis points was attributable to increased volume in average loans outstanding, and 26 basis points from elevated interest rates. There was a decline of 2 basis points attributed to the accretion of purchased loan fees. Meanwhile, the costs of total interest bearing liabilities increased 85 basis points to 2.33% during the year ended December 31, 2024, as compared to 1.48% for the year ended December 31, 2023. During the same period, costs associated with interest bearing deposits increased by 99 basis points to 2.09% as compared to 1.10% in the prior year. The increase in interest expense for the year ended December 31, 2024, as compared to the trailing year, was due to the increase in short term interest rates, as influenced by the FOMC actions, that began in 2023 and which remained elevated until late 2024.

For more information related to loan interest income, including loan purchase discount accretion, see the Summary of Average Balances, Yields/Rates and Interest Differential. The “Yield” and “Volume/Rate” tables shown below are useful in illustrating and quantifying the developments that affected net interest income during 2025 and 2024.

Summary of Average Balances, Yields/Rates and Interest Differential – Yield Tables

The following tables present, for the periods indicated, information regarding the Company’s consolidated average assets, liabilities and shareholders’ equity, the amounts of interest income from average earning assets and resulting yields, and the amount of interest expense paid on interest-bearing liabilities. Average loan balances include nonperforming loans. Interest income includes proceeds from loans on nonaccrual loans only to the extent cash payments have been received and applied to interest income. Yields on securities and certain loans have been adjusted upward to reflect the effect of income thereon exempt from federal income taxation at the statutory tax rate applicable during the period presented (dollars in thousands):

35 TriCo Bancshares 2025 10-K

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Year ended December 31,

2025

2024

2023

Average

Balance

Interest

Income/

Expense

Rates

Earned

/Paid

Average

Balance

Interest

Income/

Expense

Rates

Earned

/Paid

Average

Balance

Interest

Income/

Expense

Rates

Earned

/Paid

Assets:

Loans

$

6,913,337 

$

397,308 

5.75 

%

$

6,747,072 

$

390,491 

5.79 

%

$

6,557,246 

$

356,710 

5.44 

%

Investment securities—taxable

1,787,112 

60,398 

3.38 

%

2,008,823 

68,434 

3.41 

%

2,272,301 

75,203 

3.31 

%

Investment securities—nontaxable (1)

132,154 

4,551 

3.44 

%

136,530 

4,700 

3.44 

%

181,766 

6,656 

3.66 

%

Total investments

1,919,266 

64,949 

3.38 

%

2,145,353 

73,134 

3.41 

%

2,454,067 

81,859 

3.34 

%

Cash at Federal Reserve and other banks

216,083 

9,365 

4.33 

%

80,439 

4,098 

5.09 

%

26,469 

1,321 

4.99 

%

Total interest-earning assets

9,048,686 

471,622 

5.21 

%

8,972,864 

467,723 

5.21 

%

9,037,782 

439,890 

4.87 

%

Other assets

806,100 

784,462 

832,407 

Total assets

$

9,854,786 

$

9,757,326 

$

9,870,189 

Liabilities and shareholders’ equity:

Interest-bearing demand deposits

$

1,829,324 

$

25,212 

1.38 

%

$

1,734,900 

$

22,998 

1.33 

%

$

1,709,930 

$

11,190 

0.65 

%

Savings deposits

2,808,876 

49,060 

1.75 

%

2,677,726 

49,028 

1.83 

%

2,805,424 

31,444 

1.12 

%

Time deposits

1,106,959 

39,033 

3.53 

%

999,143 

41,100 

4.11 

%

473,688 

12,453 

2.63 

%

Total interest-bearing deposits

5,745,159 

113,305 

1.97 

%

5,411,769 

113,126 

2.09 

%

4,989,042 

55,087 

1.10 

%

Other borrowings

35,585 

1,065 

2.99 

%

294,318 

14,706 

5.00 

%

430,736 

19,712 

4.58 

%

Junior subordinated debt

78,604 

5,359 

6.82 

%

101,139 

7,372 

7.29 

%

101,064 

6,878 

6.81 

%

Total interest-bearing liabilities

5,859,348 

119,729 

2.04 

%

5,807,226 

135,204 

2.33 

%

5,520,842 

81,677 

1.48 

%

Noninterest-bearing deposits

2,544,718 

2,584,904 

3,068,839 

Other liabilities

163,761 

165,056 

178,072 

Shareholders’ equity

1,286,959 

1,200,140 

1,102,436 

Total liabilities and shareholders’ equity

$

9,854,786 

$

9,757,326 

$

9,870,189 

Net interest spread (2)

3.17 

%

2.88 

%

3.39 

%

Net interest income and interest margin (3)

$

351,893 

3.89 

%

$

332,519 

3.71 

%

$

358,213 

3.96 

%

(1)The fully-taxable equivalent (FTE) adjustment for interest income of non-taxable investment securities was $1.1 million, $1.1 million, and $1.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2)Net interest spread represents the average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

(3)Net interest margin is computed by dividing net interest income by total average earning assets.

36 TriCo Bancshares 2025 10-K

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Summary of Changes in Interest Income and Expense due to Changes in Average Asset and Liability Balances and Yields Earned and Rates Paid – Volume/Rate Tables

The following table sets forth a summary of the changes in the Company’s interest income and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. Changes applicable to both rate and volume have been included in the rate variance. Amounts are calculated on a fully taxable equivalent basis:

2025 over 2024

2024 over 2023

Volume

Rate

Total

Volume

Rate

Total

Increase (decrease) in interest income:

Loans

$

9,627 

$

(2,810)

$

6,817 

$

10,327 

$

23,454 

$

33,781 

Investment securities

(7,711)

(474)

(8,185)

(10,298)

1,573 

(8,725)

Cash at Federal Reserve and other banks

6,904 

(1,637)

5,267 

2,694 

83 

2,777 

Total interest-earning assets

8,820 

(4,921)

3,899 

2,723 

25,110 

27,833 

Increase (decrease) in interest expense:

Interest-bearing demand deposits

1,256 

958 

2,214 

163 

11,645 

11,808 

Savings deposits

2,400 

(2,368)

32 

(1,431)

19,015 

17,584 

Time deposits

4,431 

(6,498)

(2,067)

13,814 

14,833 

28,647 

Other borrowings

(12,937)

(704)

(13,641)

(6,243)

1,237 

(5,006)

Junior subordinated debt

(1,643)

(370)

(2,013)

5 

489 

494 

Total interest-bearing liabilities

(6,493)

(8,982)

(15,475)

6,308 

47,219 

53,527 

Increase (decrease) in net interest income

$

15,313 

$

4,061 

$

19,374 

$

(3,585)

$

(22,109)

$

(25,694)

Year Over Year Balance Sheet Change

Ending balances

As of December 31,

 % Change

($’s in thousands)

2025

2024

$ Change

Total assets

$

9,822,063 

$

9,673,728 

$

148,335 

1.5 

%

Total loans

7,111,087 

6,768,523 

342,564 

5.1 

%

Total investments

1,842,417 

2,036,610 

(194,193)

(9.5)

%

Total deposits

8,263,901 

8,087,576 

176,325 

2.2 

%

Total other borrowings

11,713 

89,610 

(77,897)

(86.9)

%

Balance sheet mix shift where liquidity from deposit growth and investment security principal repayments and sales were utilized to pay down borrowings and benefit net interest income and net interest margin during the year ended 2025. More specifically, deposit increases of $176.3 million and principal, maturities, repayment and sales on investment securities of $194.2 million, facilitated a $77.9 million reduction in higher cost balances of other borrowings and an increase of $342.6 million in loans.

Provision for Credit Losses

The provision for credit losses during any period is the sum of the allowance for credit losses required at the end of the period and any net charge-offs during the period, less the allowance for credit losses required at the beginning of the period, and less any recoveries during the period. See the Tables labeled “Allowance for Credit Losses – December 31, 2025 and 2024” at Note 5 in Item 8 of Part II of this report for the components that make up the provision for credit losses for the years ended December 31, 2025 and 2024.

The Company recorded a provision for credit losses of $12.1 million during the year ended December 31, 2025, versus $6.6 million during the trailing year end. The increase in required provisioning during 2025 was largely attributed to loan growth and elevated charge-offs, relative to the 2024 period with muted loan growth and less volatility within collateral values.

The Company recorded a provision for credit losses of $6.6 million during the year ended December 31, 2024, versus $24.0 million during the trailing year end. The decrease in required provisioning during 2024 was largely attributed to muted loan growth and less change in qualitative reserves driven by more stability in CA unemployment trends and Corporate BBB bond yields, as compared to the trailing year.

Net charge-offs for the year ended December 31, 2025 totaled $9.9 million, as compared to net charge-offs of $2.6 million for the year ended December 31, 2024. Total nonperforming loans increased by 25 basis points to 0.90% of total loans at December 31, 2025 from 0.65% of total loans at December 31, 2024. For further details of the change in nonperforming loans during the period ended December 31, 2025 see the Tables, and associated narratives, labeled “Changes in nonperforming assets during the year ended December 31, 2025” and “Changes in nonperforming assets during the three months ended December 31, 2025” under the heading “Asset Quality and Non-Performing Assets” below.

37 TriCo Bancshares 2025 10-K

Table of Contents

The following table summarizes the components of the provision for credit losses during the periods indicated (dollars in thousands):

Year ended December 31,

(dollars in thousands)

2025

2024

2023

Provision for allowance for credit losses

$

10,318 

$

6,482 

$

22,455 

Change in reserve for unfunded loan commitments

1,745 

150 

1,535 

Total provision for credit losses

$

12,063 

$

6,632 

$

23,990 

The provision for credit losses is based on management’s evaluation of inherent risks in the loan portfolio and a corresponding analysis of the allowance for credit losses. Additional discussion on loan quality, our procedures to identify individually evaluation loans and the related reserves, if any, and the allowance for credit losses is provided under the heading “Asset Quality and Non-Performing Assets” below.

Non-interest Income

The following table summarizes the Company’s non-interest income for the periods indicated (dollars in thousands):

Year Ended December 31,

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 

Increase in cash value of life insurance

3,395 

3,257 

3,150 

Asset management and commission income

7,025 

5,573 

4,517 

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 or exchange of investment securities

(3,247)

(43)

(284)

(Loss) gain on marketable equity securities

84 

126 

36 

Other income

4,506 

961 

903 

Total other non-interest income

14,893 

13,077 

11,312 

Total non-interest income

$

68,338 

$

64,407 

$

61,400 

Non-interest income increased $3.9 million or 6.1% to $68.3 million during the twelve months ended December 31, 2025, compared to $64.4 million during the comparative twelve months ended December 31, 2024. Increased balances and transaction volume associated with assets under management drove an increase of $1.5 million in related fees, while increased customer usage activities contributed to an increase in service charges and customer fees $1.5 million in the current year as compared to 2024. During 2025, other income increased by $3.5 million due to $2.5 million gain on early extinguishment of subordinated debt, in addition to $1.2 million gain on life insurance benefits during the first quarter. As a partial offset, the Company incurred losses on the sale of investment securities totaling approximately $3.2 million, generating proceeds of $79.2 million.

Non-interest income increased $3.0 million or 4.9% to $64.4 million during the twelve months ended December 31, 2024, compared to $61.4 million during the comparative twelve months ended December 31, 2023. ATM and interchange fees declined in the 2024 period and resulted in a decrease of $1.1 million as compared to the twelve months ended December 31, 2023. Meanwhile, service charges on deposit accounts and other service fees increased by $1.9 million and $0.6 million, respectively, as compared to the equivalent period in 2023 following $0.9 million in waived or reversed fees as a courtesy to customers in the prior year. Elevated activity within asset management and the increases in value of Visa equity securities further contributed to the overall improvement in income during the year ended 2024.

38 TriCo Bancshares 2025 10-K

Table of Contents

Non-interest Expense

The following table summarizes the Company’s other non-interest expense for the periods indicated (dollars in thousands):

Year Ended December 31,

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 

Merger and acquisition expenses

— 

— 

— 

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 non-interest expense

91,188 

93,524 

97,387 

Total non-interest expense

$

240,959 

$

234,105 

$

233,182 

Average full-time equivalent staff

1,164

1,170

1,214 

Non-interest expense increased $6.9 million or 2.9% to $241.0 million during the twelve months ended December 31, 2025, as compared to $234.1 million for the twelve months ended December 31, 2024. The largest component was salaries and benefits expense which increased $9.2 million or 6.5% to $149.8 million as compared to 2024, attributed to a combination of routine merit increases, increased incentive compensation from elevated levels of both loan and deposit production, and targeted strategic hiring. Other non-interest expense line items evidenced broad based but incremental decreases, driving a net decrease of $2.3 million year over year. For the year ending 2026, Management anticipates that total non-interest expenses will increase by approximately 5% as compared to the 2.9% increase experienced in the 2025 year.

Total non-interest expense increased $0.9 million or 0.4% to $234.1 million during the year ended December 31, 2024, as compared to $233.1 million for the comparative period in 2023. This was largely attributed to an increase of $4.8 million or 3.5% in total salaries and benefits expense to $140.6 million, from routine compensation adjustments and other increases in benefits and compensation. As noted above, salaries expense was also impacted by an increase in average compensation per employee as various strategic talent acquisitions were made in order to further prepare the Company to execute its growth objectives beyond $10 billion in total assets. Additionally, data processing and software expenses increased by $2.0 million or 10.7% related to ongoing investments in the Company's data management and security infrastructure. These increases were partially offset by declines in non-cash intangible amortization expense of $2.0 million or 32.7% and reductions in operational losses of $0.8 million or 31.2% due to ATM burglary expenses totaling $0.7 million in the comparative period.

39 TriCo Bancshares 2025 10-K

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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,

2025

2024

2023

Federal statutory income tax rate

21.0 

%

21.0 

%

21.0 

%

State income taxes, net of federal tax benefit

6.6 

7.9 

7.9 

Tax-exempt interest on municipal obligations

(0.6)

(0.5)

(0.7)

Tax-exempt life insurance related income

(0.6)

(0.4)

(0.4)

Low income housing and other tax credits

(8.7)

(7.9)

(6.6)

Low income housing tax credit amortization

7.8 

6.9 

5.6 

Compensation and benefits

0.4 

0.1 

0.3 

Non-deductible merger expenses

— 

— 

— 

Other

0.9 

(1.2)

(0.1)

Effective Tax Rate

26.8 

%

25.9 

%

27.0 

%

The effective tax rate on income was 26.8%, 25.9%, and 27.0% in 2025, 2024, and 2023, respectively. The effective tax rate was greater than the Federal statutory rates of 21% due to the addition of state tax expenses of 6.6%. The impact of Federal and state tax expenses were partially offset by Federal tax-exempt interest income of $5.0 million, $4.4 million, and $5.6 million, respectively, Federal and State tax-exempt income of $4.6 million, $3.3 million, and $3.1 million, respectively, from increase in cash value and gain on death benefit of life insurance, and low income housing tax credits and losses, net of amortization of $3.5 million, $3.0 million, and $1.9 million, respectively. The low-income housing tax credits and the equity compensation excess tax benefits represent direct reductions in tax expense. The items noted above resulted in an effective combined Federal and State income tax rate that differed from the combined Federal and State statutory income tax rate of approximately 29.6% during the three years ended 2025, 2024, and 2023.

Financial Condition

Restricted Equity Securities

Restricted equity securities were $17.3 million at December 31, 2025 and 2024 . The entire balance of restricted equity securities at December 31, 2025 and 2024 represents the Bank’s investment in the Federal Home Loan Bank of San Francisco (“FHLB”).

FHLB stock is carried at par and does not have a readily determinable fair value. While technically these are considered equity securities, there is no market for the 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.

Loans

The Bank concentrates its lending activities in four principal areas: real estate mortgage loans (residential and commercial loans), consumer loans, commercial loans (including agricultural loans), and real estate construction loans.  The interest rates charged for the loans made by the Bank vary with the degree of risk, the size and maturity of the loans, the borrower’s relationship with the Bank and prevailing money market rates indicative of the Bank’s cost of funds.

The majority of the Bank’s loans are direct loans made to individuals, farmers and local businesses. The Bank relies substantially on local promotional activity and personal contacts by bank officers, directors and employees to compete with other financial institutions. The Bank makes loans to borrowers whose applications include a sound purpose, a viable repayment source and a plan of repayment established at inception and generally backed by a secondary source of repayment.

40 TriCo Bancshares 2025 10-K

Table of Contents

Loan Portfolio Composition

The following table shows the Company’s loan balances, including net deferred loan fees, at the dates indicated:

Year ended December 31,

(dollars in thousands)

2025

2024

2023

Commercial real estate

4,853,762 

$

4,577,632 

$

4,394,802 

Consumer

1,314,610 

1,281,059 

1,313,268 

Commercial and industrial

464,428 

471,271 

586,455 

Construction

301,045 

279,933 

347,198 

Agriculture production

172,494 

151,822 

144,497 

Leases

4,748 

6,806 

8,250 

Total loans

$

7,111,087 

$

6,768,523 

$

6,794,470 

Allowance for credit losses

$

(125,762)

$

(125,366)

$

(121,522)

The Company did not have any significant loan purchases during 2025, 2024 and 2023.

The following table shows the Company’s loan balances, including net deferred loan fees, as a percentage of total loans at the dates indicated:

Year ended December 31,

(dollars in thousands)

2025

2024

2023

Commercial real estate

68.3 

%

67.6 

%

64.7 

%

Consumer

18.5 

%

18.9 

%

19.3 

%

Commercial and industrial

6.5 

%

7.1 

%

8.7 

%

Construction

4.2 

%

4.1 

%

5.1 

%

Agriculture production

2.4 

%

2.2 

%

2.1 

%

Leases

0.1 

%

0.1 

%

0.1 

%

Total loans

100.0 

%

100.0 

%

100.0 

%

Allowance for credit losses

1.77 

%

1.85 

%

1.79 

%

At December 31, 2025, loans including net deferred loan fees, totaled $7.1 billion which was a 5.1% or $342.6 million increase over the balance at the end of December 31, 2024. At December 31, 2024, loans including net deferred loan fees, totaled $6.8 billion, which was a 0.4% or $25.9 million decrease over the balance at the end of December 31, 2023.

From time to time the Bank may be presented with the opportunity to purchase individual or pools of loans in whole or in part outside of a transaction that would be considered a business combination. As of December 31, 2025 and 2024, the outstanding carrying value of purchased loans that were not acquired in a business combination totaled $158.9 million and $155.6 million, respectively.

Asset Quality and Nonperforming Assets

Nonperforming Assets

The following tables set forth the amount of the Bank’s nonperforming assets as of the dates indicated. “Performing non-accrual loans” are loans that may be current for both principal and interest payments, or are less than 90 days past due, but for which payment in full of both principal and interest is not expected, and are not well secured and in the process of collection:

41 TriCo Bancshares 2025 10-K

Table of Contents

December 31,

(dollars in thousands)

2025

2024

2023

2022

2021

Performing nonaccrual loans

$

40,762 

$

19,543 

$

25,380 

$

19,543 

$

27,713 

Nonperforming nonaccrual loans

23,374 

24,493 

6,500 

1,770 

2,637 

Total nonaccrual loans

64,136 

44,036 

31,880 

21,313 

30,350 

Loans 90 days past due and still accruing

83 

60 

10 

8 

— 

Total nonperforming loans

64,219 

44,096 

31,890 

21,321 

30,350 

Foreclosed assets

6,245 

2,786 

2,705 

3,439 

2,594 

Total nonperforming assets

$

70,464 

$

46,882 

$

34,595 

$

24,760 

$

32,944 

U.S. government, including its agencies and its government-sponsored agencies, guaranteed portion of nonperforming loans

$

— 

$

819 

$

877 

$

225 

$

756 

Nonperforming assets to total assets

0.72 

%

0.48 

%

0.35 

%

0.25 

%

0.38 

%

Nonperforming loans to total loans

0.90 

%

0.65 

%

0.47 

%

0.33 

%

0.61 

%

Allowance for credit losses to nonperforming loans

196 

%

284 

%

381 

%

516 

%

281 

%

Changes in nonperforming assets during the year ended December 31, 2025

The following table shows the activity in the balance of nonperforming assets for the year ended December 31, 2025:

(in thousands)

Balance at December 31, 2024

Additions

Advances/

Paydowns, net

Charge-offs/

Write-downs

Transfers to

Foreclosed

Assets

Balance at December 31, 2025

Commercial real estate:

CRE non-owner occupied

$

3,017 

$

5,068 

$

(996)

$

— 

$

— 

$

7,089 

CRE owner occupied

3,874 

9,725 

(5,866)

— 

— 

7,733 

Multifamily

480 

— 

(45)

— 

— 

435 

Farmland

16,195 

23,994 

(1,846)

(1,053)

(5,675)

31,615 

Total commercial real estate loans

23,566 

38,787 

(8,753)

(1,053)

(5,675)

46,872 

Consumer:

SFR 1-4 1st DT

5,979 

2,546 

(2,104)

— 

(175)

6,246 

SFR HELOCs and junior liens

3,868 

3,276 

(1,670)

— 

— 

5,474 

Other

204 

539 

(109)

(175)

— 

459 

Total consumer loans

10,051 

6,361 

(3,883)

(175)

(175)

12,179 

Commercial and industrial

9,765 

4,792 

(1,205)

(9,339)

— 

4,013 

Construction

57 

2,163 

(1,111)

— 

(459)

650 

Agriculture production

657 

3,276 

(3,417)

(11)

— 

505 

Leases

— 

— 

— 

— 

— 

— 

Total nonperforming loans

44,096 

55,379 

(18,369)

(10,578)

(6,309)

64,219 

Foreclosed assets

2,786 

— 

(2,848)

(2)

6,309 

6,245 

Total nonperforming assets

$

46,882 

$

55,379 

$

(21,217)

$

(10,580)

$

— 

$

70,464 

The table above does not include deposit overdraft charge-offs.

Nonperforming assets increased by $23.6 million or 50.3% to $70.5 million at December 31, 2025 from $46.9 million at December 31, 2024. The increase in nonperforming assets during 2025 was primarily the result of additions of nonperforming loans totaling $55.4 million, primarily consisting of farmland, partially offset by net paydowns, sales or upgrades of nonperforming loans to performing status totaling $18.4 million, and net charge-offs of $10.6 million.

42 TriCo Bancshares 2025 10-K

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Changes in nonperforming assets during the year ended December 31, 2024

The following table shows the activity in the balance of nonperforming assets for the year ended December 31, 2024:

(in thousands)

Balance at December 31, 2023

Additions

Advances/

Paydowns, net

Charge-offs/

Write-downs

Transfers to

Foreclosed

Assets

Balance at December 31, 2024

Commercial real estate:

CRE non-owner occupied

$

2,024 

$

4,211 

$

(3,218)

$

— 

$

— 

$

3,017 

CRE owner occupied

3,994 

774 

(894)

— 

— 

3,874 

Multifamily

— 

502 

(22)

— 

— 

480 

Farmland

14,484 

3,712 

(2,001)

— 

— 

16,195 

Total commercial real estate loans

20,502 

9,199 

(6,135)

— 

— 

23,566 

Consumer:

SFR 1-4 1st DT

2,811 

4,060 

(641)

(26)

(225)

5,979 

SFR HELOCs and junior liens

3,571 

2,138 

(1,801)

(40)

— 

3,868 

Other

105 

511 

(43)

(369)

— 

204 

Total consumer loans

6,487 

6,709 

(2,485)

(435)

(225)

10,051 

Commercial and industrial

2,513 

11,017 

(1,978)

(1,787)

— 

9,765 

Construction

67 

9 

(7)

— 

(12)

57 

Agriculture production

2,321 

692 

(906)

(1,450)

— 

657 

Leases

— 

— 

— 

— 

— 

— 

Total nonperforming loans

31,890 

27,626 

(11,511)

(3,672)

(237)

44,096 

Foreclosed assets

2,705 

423 

(395)

(184)

237 

2,786 

Total nonperforming assets

$

34,595 

$

28,049 

$

(11,906)

$

(3,856)

$

— 

$

46,882 

The table above does not include deposit overdraft charge-offs.

Nonperforming assets increased by $12.3 million or 35.5% to $46.9 million at December 31, 2024 from $34.6 million at December 31, 2023. The increase in nonperforming assets during 2024 was the result of $27.6 million of additions to non-performing loans, which was partially offset by net paydowns, sales or upgrades of nonperforming loans to performing status totaling $11.5 million and net charge-offs of $3.7 million.

43 TriCo Bancshares 2025 10-K

Table of Contents

Changes in nonperforming assets during the three months ended December 31, 2025

The following table shows the activity in the balance of nonperforming assets for the quarter ended December 31, 2025:

(in thousands)

Balance at September 30, 2025

Additions

Advances/

Paydowns, net

Charge-offs/

Write-downs (1)

Transfers to

Foreclosed

Assets

Balance at December 31, 2025

Commercial real estate:

CRE non-owner occupied

$

5,246 

$

2,678 

$

(835)

$

— 

$

— 

$

7,089 

CRE owner occupied

6,506 

1,432 

(205)

— 

— 

7,733 

Multifamily

446 

— 

(11)

— 

— 

435 

Farmland

36,291 

406 

(1,101)

(1,053)

(2,928)

31,615 

Total commercial real estate loans

48,489 

4,516 

(2,152)

(1,053)

(2,928)

46,872 

Consumer:

SFR 1-4 1st DT

6,302 

1,153 

(1,034)

— 

(175)

6,246 

SFR HELOCs and junior liens

5,784 

315 

(625)

— 

— 

5,474 

Other

421 

112 

(7)

(67)

— 

459 

Total consumer loans

12,507 

1,580 

(1,666)

(67)

(175)

12,179 

Commercial and industrial

1,840 

2,926 

(651)

(102)

— 

4,013 

Construction

2,138 

74 

(1,103)

— 

(459)

650 

Agriculture production

673 

45 

(213)

— 

— 

505 

Leases

— 

— 

— 

— 

— 

— 

Total nonperforming loans

65,647 

9,141 

(5,785)

(1,222)

(3,562)

64,219 

Foreclosed assets

5,430 

— 

(2,747)

— 

3,562 

6,245 

Total nonperforming assets

$

71,077 

$

9,141 

$

(8,532)

$

(1,222)

$

— 

$

70,464 

(1) Charge-offs and write-downs exclude deposit overdraft charge-offs.

Nonperforming assets decreased during the fourth quarter by $0.6 million or 0.9% to $70.5 million at December 31, 2025 compared to $71.1 million at September 30, 2025. The decrease in nonperforming assets during the fourth quarter of 2025 was the result of new nonperforming loans of $9.1 million, that were collectively offset by net paydowns, sales or upgrades of nonperforming loans to performing status totaling $5.8 million, and net charge-offs of $1.2 million in non-performing loans.

44 TriCo Bancshares 2025 10-K

Table of Contents

Changes in nonperforming assets during the three months ended December 31, 2024

The following table shows the activity in the balance of nonperforming assets for the quarter ended December 31, 2024:

(in thousands)

Balance at September 30, 2024

Additions

Advances/

Paydowns, net

Charge-offs/

Write-downs (1)

Transfers to

Foreclosed

Assets

Balance at December 31, 2024

Commercial real estate:

CRE non-owner occupied

$

3,623 

$

— 

$

(606)

$

— 

$

— 

$

3,017 

CRE owner occupied

3,278 

748 

(152)

— 

— 

3,874 

Multifamily

502 

— 

(22)

— 

— 

480 

Farmland

12,967 

3,712 

(484)

— 

— 

16,195 

Total commercial real estate loans

20,370 

4,460 

(1,264)

— 

— 

23,566 

Consumer:

SFR 1-4 1st DT

5,997 

413 

(206)

— 

(225)

5,979 

SFR HELOCs and junior liens

4,238 

336 

(706)

— 

— 

3,868 

Other

117 

203 

(8)

(108)

— 

204 

Total consumer loans

10,352 

952 

(920)

(108)

(225)

10,051 

Commercial and industrial

10,642 

410 

(774)

(513)

— 

9,765 

Construction

59 

— 

(2)

— 

— 

57 

Agriculture production

213 

475 

(31)

— 

— 

657 

Leases

— 

— 

— 

— 

— 

— 

Total nonperforming loans

41,636 

6,297 

(2,991)

(621)

(225)

44,096 

Foreclosed assets

2,764 

(19)

— 

225 

2,786 

Total nonperforming assets

$

44,400 

$

6,278 

$

(2,991)

$

(805)

$

— 

$

46,882 

(1) Charge-offs and write-downs exclude deposit overdraft charge-offs.

Nonperforming assets increased during the fourth quarter of 2024 by $2.5 million or 5.6% to $46.9 million at December 31, 2024 compared to $44.4 million at September 30, 2024. The increase in nonperforming assets during the fourth quarter of 2024 was the result of new nonperforming loans of $6.3 million, that were partially offset by net paydowns, sales or upgrades of nonperforming loans to performing status totaling $3.0 million, and net charge-offs of $0.6 million in non-performing loans.

Allowance for Credit Losses - Investment 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. During the years ended December 31, 2025 and 2024, no allowance for credit losses nor impairment recognized in earnings related to available for sale investment securities was recorded.

Allowance for Credit Losses - Held to Maturity Investment Securities

In addition to credit losses associated with the Company's loan portfolio, the CECL standard requires that loss estimates be developed for securities classified as held-to-maturity (HTM). As of December 31, 2025, the Company's HTM investment portfolio had a carrying value of approximately $90.5 million and was comprised of $89.0 million in obligations backed by U.S. government agencies and $1.6 million in obligations of states and political subdivisions. As the 98.3% of the HTM portfolio consisted of investment securities where payment performance has an implicit or explicit guarantee from the U.S. government and where no history of credit losses exist, management believes that indicators for zero loss are present and therefore, no loss reserves were recognized in conjunction with the adoption of the CECL standard. Further, management separately evaluated its HTM investment securities from obligations of state and political subdivisions utilizing the historical loss data represented by similar securities over a period of time spanning nearly 50 years. Based on this evaluation, management determined that the expected credit losses associated with these securities is less than significant for financial reporting purposes. Therefore, as of and during the years ended December 31, 2025, 2024, and 2023, no allowance for credit losses related to HTM securities was recorded.

45 TriCo Bancshares 2025 10-K

Table of Contents

Allowance for Credit Losses - Unfunded Commitments

The estimated credit losses associated with these unfunded lending commitments is calculated using the same models and methodologies for loans but also incorporates utilization assumptions at the estimated time of default based on a historical utilization rate for each segment. While the provision for credit losses associated with unfunded commitments is included in "provision for (benefit from) credit losses" on the consolidated statement of income, the reserve for unfunded commitments is maintained on the consolidated balance sheet in other liabilities.

The Components of the Allowance for Credit Losses

The following table summarizes the allocation of the allowance for credit losses between loan types:

December 31,

(in thousands)

2025

2024

2023

2022

2021

Commercial real estate

$

75,532 

$

72,849 

$

68,864 

$

61,381 

$

51,140 

Consumer

26,283 

27,463 

27,453 

24,639 

23,474 

Commercial and industrial

11,430 

14,397 

12,750 

13,597 

3,862 

Construction

8,231 

7,224 

8,856 

5,142 

5,667 

Agriculture production

4,265 

3,403 

3,589 

906 

1,215 

Leases

21 

30 

10 

15 

18 

Total allowance for credit losses

$

125,762 

$

125,366 

$

121,522 

$

105,680 

$

85,376 

The following table summarizes the allocation of the allowance for credit losses between loan types as a percentage of the total allowance for credit losses:

December 31,

2025

2024

2023

2022

2021

Commercial real estate

60.1 

%

58.1 

%

56.6 

%

58.0 

%

59.9 

%

Consumer

20.9 

%

21.9 

%

22.6 

%

23.3 

%

27.5 

%

Commercial and industrial

9.1 

%

11.5 

%

10.5 

%

12.9 

%

4.5 

%

Construction

6.5 

%

5.8 

%

7.3 

%

4.9 

%

6.6 

%

Agriculture production

3.4 

%

2.7 

%

3.0 

%

0.9 

%

1.4 

%

Leases

— 

%

— 

%

— 

%

— 

%

0.1 

%

Total allowance for credit losses

100.0 

%

100.0 

%

100.0 

%

100.0 

%

100.0 

%

The following table summarizes the allocation of the allowance for credit losses between loan types as a percentage of total loans in each of the loan categories listed:

December 31,

2025

2024

2023

2022

2021

Commercial real estate

1.56 

%

1.59 

%

1.57 

%

1.41 

%

1.55 

%

Consumer

2.00 

%

2.14 

%

2.09 

%

1.99 

%

2.19 

%

Commercial and industrial

2.46 

%

3.05 

%

2.17 

%

2.39 

%

1.49 

%

Construction

2.73 

%

2.58 

%

2.55 

%

2.43 

%

2.55 

%

Agriculture production

2.47 

%

2.24 

%

2.48 

%

1.48 

%

2.39 

%

Leases

0.44 

%

0.44 

%

0.12 

%

0.19 

%

0.27 

%

Total allowance for credit losses

1.77 

%

1.85 

%

1.79 

%

1.64 

%

1.74 

%

46 TriCo Bancshares 2025 10-K

Table of Contents

The following tables summarize the net charge-off (recovery) activity in the allowance for credit/loan losses as a percentage of loans for the years indicated (dollars in thousands):

Year ended December 31,

Ratios:

2025

2024

2023

2022

2021

Net charge-offs (recoveries) during period to average loans outstanding during period

Commercial real estate:

CRE non-owner occupied

— 

%

(0.01)

%

— 

%

— 

%

— 

%

CRE owner occupied

— 

%

— 

%

0.38 

%

— 

%

(0.11)

%

Multifamily

— 

%

— 

%

— 

%

— 

%

— 

%

Farmland

(0.41)

%

— 

%

— 

%

0.01 

%

0.07 

%

Consumer:

SFR 1-4 1st DT liens

— 

%

— 

%

(0.02)

%

0.00 

%

0.02 

%

SFR HELOCs and junior liens

0.01 

%

0.10 

%

(0.01)

%

0.00 

%

0.33 

%

Other

1.04 

%

0.81 

%

0.50 

%

0.20 

%

0.32 

%

Commercial and industrial

1.93 

%

0.23 

%

0.60 

%

0.17 

%

0.28 

%

Construction

— 

%

— 

%

— 

%

— 

%

0.01 

%

Agriculture production

(0.40)

%

0.93 

%

— 

%

0.00 

%

(0.05)

%

Leases

— 

%

— 

%

— 

%

— 

%

— 

%

Provision for (benefit from) credit losses to average loans outstanding during period

0.15 

%

0.10 

%

0.35 

%

0.29 

%

(0.15)

%

Allowance for credit losses to loans at year-end

1.77 

%

1.85 

%

1.79 

%

1.64 

%

1.74 

%

Generally, losses are triggered by non-performance by the borrower and calculated based on any difference between the current loan amount and the current value of the underlying collateral less any estimated costs associated with the disposition of the collateral.

Foreclosed Assets, Net of Allowance for Losses

The following tables detail the components and summarize the activity in foreclosed assets, net of allowances for losses for the years indicated (dollars in thousands):

Balance at December 31, 2024

Additions

Advances/

Capitalized

Costs/Other

Sales

Valuation

Adjustments

Balance at December 31, 2025

Land & Construction

$

204 

$

6,135 

$

— 

$

(2,747)

$

— 

$

3,592 

Residential real estate

1,683 

175 

— 

(101)

(3)

1,754 

Commercial real estate

899 

— 

— 

— 

— 

899 

Total foreclosed assets

$

2,786 

$

6,310 

$

— 

$

(2,848)

$

(3)

$

6,245 

Balance at December 31, 2023

Additions

Advances/

Capitalized

Costs/Other

Sales

Valuation

Adjustments

Balance at December 31, 2024

Land & Construction

$

154 

$

11 

$

— 

$

— 

$

39 

$

204 

Residential real estate

1,673 

650 

— 

(359)

(281)

1,683 

Commercial real estate

878 

21 

— 

— 

— 

899 

Total foreclosed assets

$

2,705 

$

682 

$

— 

$

(359)

$

(242)

$

2,786 

47 TriCo Bancshares 2025 10-K

Table of Contents

Deposit Portfolio Composition

The following table shows the Company’s deposit balances at the dates indicated:

Year ended December 31,

(dollars in thousands)

2025

2024

2023

Noninterest-bearing demand

$

2,594,032 

$

2,548,613 

$

2,722,689 

Interest-bearing demand

1,784,769 

1,758,629 

1,731,814 

Savings

2,775,058 

2,657,849 

2,682,068 

Time certificates, over $250,000

484,858 

485,180 

250,180 

Other time certificates

625,184 

637,305 

447,287 

Total deposits

$

8,263,901 

$

8,087,576 

$

7,834,038 

Total uninsured deposits were estimated to be approximately $2.8 billion and $2.6 billion at December 31, 2025 and 2024, respectively.

Other Borrowings

See Note 13 to the consolidated financial statements at Part II, Item 8 of this report for information about the Company’s other borrowings.

Junior Subordinated Debt

See Note 14 to the consolidated financial statements at Part II, Item 8 of this report for information about the Company’s junior subordinated debt.

Equity

See Note 16 and Note 26 in the consolidated financial statements at Part II, Item 8 of this report for a discussion of shareholders’ equity and regulatory capital, respectively. Management believes that the Company’s capital is adequate to support anticipated growth, meet the cash dividend requirements of the Company and meet the future risk-based capital requirements of the Bank and the Company.

On February 25, 2021 the Board of Directors approved the authorization to repurchase up to 2,000,000 shares of the Company's common stock (the 2021 Repurchase Plan), which approximated 6.7% of the shares outstanding as of the approval date. The following table shows the repurchases made by the Company during 2025 under the 2021 Plan:

Period

Total number of

shares purchased

Average price

paid per share

Maximum number

of shares remaining that may

yet be purchased under

the 2021 Plan

October 1-31, 2025

—

—

308,785

November 1-30, 2025

99,904

46.20

208,881

December 1-31, 2025

87,530

48.88

121,351

January 1, 2025 - December 31, 2025

709,172

$42.51

121,351

The Company announced the Board of Directors approved the authorization to repurchase up to 2,000,000 shares of the Company’s common stock, no par value per share which approximates 6.2% of the currently outstanding common shares. The Company’s 2025 Share Repurchase Program replaces and supersedes the current 2021 Share Repurchase Plan which has been terminated. Under the new program, management is authorized to repurchase shares at its discretion through Rule 10b5-1 plans, open market purchases, privately negotiated transactions, block purchases or otherwise in a manner that is intended to comply with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934. The Board may suspend or discontinue the program at any time. There were no shares repurchased under this Program during 2025.

Market Risk Management

Overview. The goal for managing the assets and liabilities of the Bank is to maximize shareholder value and earnings while maintaining a high quality balance sheet without exposing the Bank to undue interest rate risk. The Board of Directors has overall responsibility for the Company’s interest rate risk management policies. The Bank has an Asset and Liability Management Committee which establishes and monitors guidelines to control the sensitivity of earnings and the fair value of certain assets and liabilities as may be caused by changes in interest rates. The Company does not hold any financial instruments that are not maintained in US dollars and is not party to any contracts that may be settled or repaid in a denomination other than US dollars.

Asset/Liability Management. Activities involved in asset/liability management include but are not limited to lending, accepting and placing deposits, investing in securities and issuing debt. Interest rate risk is the primary market risk associated with asset/liability management. Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from

48 TriCo Bancshares 2025 10-K

Table of Contents

that of interest costs on liabilities. To mitigate interest rate risk, the structure of the balance sheet is managed with the goal that movements of interest rates on assets and liabilities are correlated and contribute to earnings even in periods of volatile interest rates. The asset/liability management policy sets limits on the acceptable amount of variance in net interest margin and market value of equity under changing interest environments. Market value of equity is the net present value of estimated cash flows from the Bank’s assets, liabilities and off-balance sheet items. The Bank uses simulation models to forecast net interest margin and market value of equity.

Simulation of net interest margin and market value of equity under various interest rate scenarios is the primary tool used to measure interest rate risk. The Bank estimated the potential impact of changing interest rates on net interest margin and market value of equity using computer-modeling techniques. A balance sheet forecast is prepared using inputs of actual loan, securities and interest-bearing liability (i.e. deposits/borrowings) positions as the beginning base.

In the simulation of net interest income and market value of equity, the forecast balance sheet is processed against various interest rate scenarios. These various interest rate scenarios include a flat rate scenario, which assumes interest rates are unchanged in the future, and rate ramp and or shock scenarios including -300, -200, -100, +100, +200, and +300 basis points around the flat scenario. At December 31, 2025, the overnight Federal funds rate, the rate primarily used in these interest rate shock scenarios, was 3.75%. These scenarios assume that 1) interest rates increase or decrease evenly (in a “ramp” fashion) over a twelve-month period and remain at the new levels beyond twelve months or 2) that interest rates change instantaneously (“shock”). The simulation results shown below assume no changes in the structure of the Company’s balance sheet over the twelve months being measured.

The following table summarizes the estimated effect on net interest income and market value of equity to changing interest rates as measured against a flat rate (no interest rate change) instantaneous shock scenario over a twelve month period utilizing the Company's specific mix of interest earning assets and interest bearing liabilities as of December 31, 2025.

Interest Rate Risk Simulations:

Change in Interest

Rates (Basis Points)

Estimated Change in

Net Interest Income (NII)

(as % of NII)

Estimated

 Change in

 Market Value of Equity (MVE)

(as % of MVE)

+300 (shock)

(5.2)

%

(4.6)

%

+200 (shock)

(3.5)

%

(2.9)

%

+100 (shock)

(1.6)

%

(0.9)

%

+    0 (flat)

— 

— 

-100 (shock)

(0.1)

%

(1.6)

%

-200 (shock)

(0.3)

%

(5.3)

%

-300 (shock)

2.0 

%

(10.6)

%

These simulations indicate that given a “flat or static” balance sheet size scenario, and if interest-bearing checking, savings and money market interest rates track the general interest rate changes by the rate shock values listed above, the Company’s balance sheet is liability sensitive over a twelve month time horizon for both a rates up and rates down shock scenario, with greater sensitivity skewed toward rates up. “Asset sensitive” implies that net interest income increases when interest rates rise and decrease when interest rates decrease. “Liability sensitive” implies that net interest income decreases when interest rates rise and increase when interest rates decrease. “Neutral sensitivity” implies that net interest income does not change when interest rates change. The asset liability management policy limits aggregate market risk, as measured in this fashion, to an acceptable level within the context of risk-return trade-offs.

The simulation results noted above do not incorporate any management actions that might moderate the negative consequences of interest rate deviations. In addition, the simulation results noted above contain various assumptions such as a flat balance sheet, and the rate that deposit interest rates change instantaneously as general interest rates change. Therefore, they do not reflect likely actual results, but serve as estimates of interest rate risk. More specifically, the Company's pre-existing low cost of funds, and the presumption that depositors will not accept a negative rate environment, does not allow management the ability to meaningfully adjust the cost of deposits below zero. In addition, many of the Company's loans and investment securities are considered fixed rate interest earning assets. Therefore, in an instantaneous upward rate shock scenario, management would expect the cost of interest bearing liabilities to reprice faster than interest earning assets.

As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the preceding tables. For example, although certain of the Company’s assets and liabilities may have similar maturities or repricing time frames, they may react in different degrees to changes in market interest rates. In addition, the interest rates on certain of the Company’s asset and liability categories may precede, or lag behind, changes in market interest rates. Also, the actual rates of prepayments on loans and investments could vary significantly from the assumptions utilized in deriving the results as presented in the preceding tables. Further, a change in U.S. Treasury rates accompanied by a change in the shape of the treasury yield curve could result in different estimations from those presented herein. Accordingly, the results in the preceding tables should not be relied upon as indicative of actual results in the event of changing market interest rates. Additionally, the resulting estimates of changes in market value of equity are not intended to represent, and should not be construed to represent, estimates of changes in the underlying value of the Company.

49 TriCo Bancshares 2025 10-K

Table of Contents

Interest rate sensitivity is a function of the repricing characteristics of the Company’s portfolio of assets and liabilities. One aspect of these repricing characteristics is the time frame within which the interest-bearing assets and liabilities are subject to change in interest rates either at replacement, repricing or maturity. An analysis of the repricing time frames of interest-bearing assets and liabilities is sometimes called a “gap” analysis because it shows the gap between assets and liabilities repricing or maturing in each of a number of periods. Another aspect of these repricing characteristics is the relative magnitude of the repricing for each category of interest earning asset and interest-bearing liability given various changes in market interest rates. Gap analysis gives no indication of the relative magnitude of repricing given various changes in interest rates. Interest rate sensitivity management focuses on the maturity of assets and liabilities and their repricing during periods of changes in market interest rates. Interest rate sensitivity gaps are measured as the difference between the volumes of assets and liabilities in the Company’s current portfolio that are subject to repricing at various time horizons.

The following interest rate sensitivity table shows the Company’s repricing gaps as of December 31, 2025. In this table transaction deposits, which may be repriced at will by the Company, have been included in the less than 3-month category. The inclusion of all of the transaction deposits in the less than 3-month repricing category causes the Company to appear liability sensitive. Because the Company may reprice its transaction deposits at will, transaction deposits may or may not reprice immediately with changes in interest rates.

Due to the limitations of gap analysis, as described above, the Company does not actively use gap analysis in managing interest rate risk. Instead, the Company relies on the more sophisticated interest rate risk simulation model described above as its primary tool in measuring and managing interest rate risk.

As of December 31, 2025

Repricing within:

(dollars in thousands)

Less than 3

months

3 - 6 months

6 - 12 months

1 - 5 years

Over 5 years

Interest-earning assets:

Cash at Federal Reserve and other banks

$

98,067 

$

— 

$

— 

$

— 

$

— 

Securities

422,231 

82,342 

93,007 

650,234 

661,677 

Loans

1,590,940 

395,774 

769,111 

3,721,225 

510,873 

Total interest-earning assets

2,111,238 

478,116 

862,118 

4,371,459 

1,172,550 

Interest-bearing liabilities

Transaction deposits

7,160,243 

— 

— 

— 

— 

Time

850,121 

137,922 

107,094 

14,904 

— 

Other borrowings

11,713 

— 

— 

— 

.

Junior subordinated debt

40,000 

— 

— 

— 

— 

Total interest-bearing liabilities

$

8,062,077 

$

137,922 

$

107,094 

$

14,904 

$

— 

Interest sensitivity gap

$

(5,950,839)

$

340,194 

$

755,024 

$

4,356,555 

$

1,172,550 

Cumulative sensitivity gap

$

(5,950,839)

$

(5,610,645)

$

(4,855,621)

$

(499,066)

$

673,484 

As a percentage of earning assets:

Interest sensitivity gap

(65.8)

%

3.8 

%

8.3 

%

48.1 

%

13.0 

%

Cumulative sensitivity gap

(65.8)

%

(62.0)

%

(53.7)

%

(5.5)

%

7.4 

%

Liquidity

Liquidity refers to the Company’s ability to provide funds at an acceptable cost to meet loan demand and deposit withdrawals, as well as contingency plans to meet unanticipated funding needs or loss of funding sources. These objectives can be met from either the asset or liability side of the balance sheet. Asset liquidity sources consist of the repayments and maturities of loans, selling of loans, short-term money market investments, maturities of securities and sales of securities from the available-for-sale portfolio. These activities are generally summarized as investing activities in the Consolidated Statement of Cash Flows. Net cash from investing activities totaled $82.6 million in 2025. Proceeds from the maturity and sales of investment securities, net of purchases, provided the bulk of the cash flows totaling approximately $271.5 million, in addition to $354.1 million from the net origination and collection of loans outstanding.

Liquidity may also be impacted from liabilities through changes in deposits and borrowings outstanding. These activities are included under financing activities in the Consolidated Statement of Cash Flows. In 2025, financing activities used funds totaling $38.6 million, resulting from a reduction in short term borrowings of $77.9 million, $45.0 million in dividend payment outflows, and an additional $32.0 million allocated toward the repurchase of common stock, partially offset by an increase in deposits totaling $176.3 million. The Company's primary sources of remaining available liquidity from available borrowings and in transit items include the following for the periods indicated:

50 TriCo Bancshares 2025 10-K

Table of Contents

(dollars in thousands)

December 31, 2025

December 31, 2024

Borrowing capacity at correspondent banks and FRB

$

2,905,789 

$

2,821,678 

Less: borrowings outstanding

— 

(75,000)

Unpledged available-for-sale (AFS) investment securities

963,625 

1,279,422 

Cash held or in transit with FRB

98,067 

96,395 

    Total primary liquidity

$

3,967,481 

$

4,122,495 

Estimated uninsured deposit balances

$

2,826,547 

$

2,584,265 

At December 31, 2025, the Company's primary sources of liquidity represented 48% of total deposits and 140% of estimated total uninsured (excluding collateralized municipal deposits and intercompany balances) deposits, respectively. As secondary sources of liquidity, the Company's held-to-maturity investment securities had a fair value of $87.0 million, including approximately $3.6 million in net unrealized losses. The Company did not utilize any brokered deposits during 2025 or 2024. While these sources are expected to continue to provide significant amounts of funds in the future, their mix, as well as the possible use of other sources, will depend on future economic and market conditions.

Liquidity is also provided or used through the results of operating activities. In 2025, operating activities provided cash of $133.3 million, primarily from net income of $121.6 million. In 2024, operating activities provided cash of $109.7 million, primarily from net income of $114.9 million.

Loan demand during 2026 will depend in part on economic and competitive conditions. The Company emphasizes the solicitation of non-interest bearing demand deposits and money market checking deposits, which are the least sensitive to interest rates. The outlook for deposit balances during 2025 is also subject to actions from the Federal Reserve, heightened competition, the success of the Company’s sales efforts, as well as the delivery of superior customer service and market conditions. The Federal Reserve's recent decrease in Fed Funds rates provided a modest level of relief on deposit margin expense, however, the competitive landscape for attracting and retaining deposit balances will continue to remain challenging during 2025. Therefore, due to concerns such as uncertainty in the general economic environment, political uncertainty, and loan demand, levels of customer deposits are not certain and forecasted changes in those balances are subject to significant volatility and uncertainty. Depending on economic conditions, interest rate levels, and a variety of other conditions, proceeds from the sale or maturity of investment securities may be used to fund loans, or reduce short-term borrowings. At December 31, 2025, we believe the Company has sufficient liquidity and capital resources to meet its cash flow obligations over the foreseeable future.

The principal cash requirements of the Company are dividends on common stock when declared. The Company is dependent upon the payment of cash dividends by the Bank to service its commitments. Shareholder dividends are expected to continue subject to the Board’s discretion and continuing evaluation of capital levels, earnings, asset quality and other factors. The Company expects that the cash dividends paid by the Bank to the Company will be sufficient to meet this payment schedule. Dividends from the Bank are subject to certain regulatory restrictions.

The maturity distribution of certificates of deposit in denominations in excess of $250,000 is set forth in the following table. These deposits are generally more rate sensitive than other deposits and, therefore, are more likely to be withdrawn to obtain higher yields elsewhere if available.

Portion of certificates of deposit in excess of $250,000

(dollars in thousands)

At December 31, 2025

Time remaining until maturity:

Less than 3 months

$

244,971 

3 months to 6 months

22,728 

6 months to 12 months

21,539 

More than 12 months

1,221 

Total

$

290,459 

51 TriCo Bancshares 2025 10-K

Table of Contents

Loan maturities

Loan demand also affects the Company’s liquidity position. The following table presents the maturities of loans, net of deferred loan fees, at December 31, 2025:

Within

One Year

After One

But Within

Five Years

After Five But Within 15 Years

After 15

Years

Total

(dollars in thousands)

Loans with predetermined interest rates:

  Commercial Real Estate

$

191,546 

$

560,595 

$

743,056 

$

20,022 

$

1,515,219 

  Consumer

13,442 

30,053 

83,394 

415,383 

542,272 

  Commercial & Industrial

10,073 

123,486 

84,131 

16,634 

234,324 

  Construction

15,379 

2,552 

10,803 

62,686 

91,420 

  Agricultural Production

826 

10,971 

589 

— 

12,386 

  Leases

— 

4,748 

— 

— 

4,748 

Total loans with predetermined interest rates

231,266 

732,405 

921,973 

514,725 

2,400,369 

Loans with floating interest rates:

Commercial Real Estate

136,008 

848,502 

2,296,362 

57,671 

3,338,543 

Consumer

13,762 

75,761 

102,530 

580,285 

772,338 

Commercial & Industrial

121,770 

52,238 

32,131 

23,965 

230,104 

Construction

39,583 

50,901 

104,410 

14,731 

209,625 

Agricultural Production

123,974 

36,131 

— 

3 

160,108 

Leases

— 

— 

— 

— 

— 

Total loans with floating interest rates

435,097 

1,063,533 

2,535,433 

676,655 

4,710,718 

Total loans

$

666,363 

$

1,795,938 

$

3,457,406 

$

1,191,380 

$

7,111,087 

Investment maturities

The maturity distribution and yields of the investment portfolio at December 31, 2025 is presented in the following tables. The timing of the maturities indicated in the tables below is based on final contractual maturities. Most mortgage-backed securities return principal throughout their contractual lives. As such, the weighted average life of mortgage-backed securities based on outstanding principal balance is usually significantly shorter than the final contractual maturity indicated below. Yields on tax exempt securities are shown on a tax equivalent basis.

Within

One Year

After One Year

but Through

Five Years

After Five Years

but Through Ten

Years

After Ten

Years

Total

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

(dollars in thousands)

Debt Securities Available for Sale

Obligations of US government agencies

$

— 

— 

%

$

35,795 

3.14 

%

$

87,185 

1.61 

%

$

941,048 

2.55 

%

$

1,064,028 

2.49 

%

Obligations of states and political subdivisions

— 

— 

%

24,459 

3.20 

%

93,928 

3.08 

%

102,299 

3.39 

%

220,686 

3.24 

%

Corporate bonds

— 

— 

%

4,463 

8.54 

%

495 

5.50 

%

— 

— 

%

4,958 

8.24 

%

Asset backed securities

— 

— 

%

4,072 

4.60 

%

19,082 

5.53 

%

246,366 

5.24 

%

269,520 

5.25 

%

Non-agency collateralized mortgage obligations

— 

— 

%

— 

— 

%

— 

— 

%

172,739 

2.90 

%

172,739 

2.90 

%

Total debt securities available for sale

$

— 

— 

%

$

68,789 

3.59 

%

$

200,690 

2.66 

%

$

1,462,452 

3.07 

%

$

1,731,931 

3.04 

%

Debt Securities Held to Maturity

Obligations of US government agencies

$

57 

1.95 

%

$

1,618 

2.16 

%

$

86,369 

2.72 

%

$

936 

4.19 

%

88,980 

2.72 

%

Obligations of states and political subdivisions

— 

— 

%

994 

3.56 

%

570 

3.76 

%

— 

— 

%

1,564 

3.63 

%

Total debt securities held to maturity

$

57 

1.95 

%

$

2,612 

2.69 

%

$

86,939 

2.72 

%

$

936 

4.19 

%

$

90,544 

2.74 

%

52 TriCo Bancshares 2025 10-K

Table of Contents

Off-Balance Sheet Items

The Bank has certain ongoing commitments under leases. See Note 11 of the financial statements at Part II, Item 8 of this report for the terms. These commitments do not significantly impact operating results. As of December 31, 2025, commitments to extend credit and commitments related to the Bank’s deposit overdraft privilege product were the Bank’s only financial instruments with off-balance sheet risk. The Bank has not entered into any material contracts for financial derivative instruments such as futures, swaps, options, etc. Commitments to extend credit were $2.2 billion and $2.1 billion at December 31, 2025 and 2024, respectively, and represent 31.2% of the total loans outstanding at year-end 2025 versus 32.0% at December 31, 2024. Commitments related to the Bank’s deposit overdraft privilege product totaled $125.3 million and $121.0 million at December 31, 2025 and 2024, respectively.

Certain Contractual Obligations

The following chart summarizes certain contractual obligations of the Company as of December 31, 2025:

(dollars in thousands)

Total

Less than

one year

1-3

years

4-5

years

More than

5 years

Time deposits

$

1,110,042 

$

1,094,810 

$

14,288 

$

944 

$

— 

Junior subordinated debt:

TriCo Trust I(1)

20,619 

— 

— 

— 

20,619 

TriCo Trust II(2)

20,619 

— 

— 

— 

20,619 

Operating lease obligations

31,530 

6,149 

12,814 

4,937 

7,630 

Deferred compensation(3)

2,082 

612 

853 

617 

— 

Supplemental retirement plans(3)

16,129 

1,818 

3,076 

2,989 

8,246 

Total contractual obligations

$

1,201,021 

$

1,103,389 

$

31,031 

$

9,487 

$

57,114 

(1)Junior subordinated debt, adjustable rate of three-month SOFR plus 3.05%, callable in whole or in part by the Company on a quarterly basis beginning October 7, 2008, matures October 7, 2033.

(2)Junior subordinated debt, adjustable rate of three-month SOFR plus 2.55%, callable in whole or in part by the Company on a quarterly basis beginning July 23, 2009, matures July 23, 2034.

(3)These amounts represent known certain payments to participants under the Company’s deferred compensation and supplemental retirement plans. See Note 22 in the financial statements at Part II, Item 8 of this report for additional information related to the Company’s deferred compensation and supplemental retirement plan liabilities.