Form 4: TCBK EVP Carney Reports Stock Vesting & Tax-Related Sales

TRICO BANCSHARES EVP Chief Credit Officer Craig B. Carney reported the vesting of restricted and performance stock units and subsequent tax-related share disposals.

Summary

• Craig B. Carney, EVP Chief Credit Officer of TRICO BANCSHARES (TCBK), reported transactions involving company common stock.
• On October 21, 2025, 1,073 shares of common stock were acquired due to the 33% vesting of a Restricted Stock Unit (RSU) award granted on October 21, 2022, including accumulated dividends. The price per share on this vesting date was $42.33.
• Concurrently, 628 shares were disposed of to cover tax liabilities related to the RSU vesting.
• On December 1, 2025, 2,737 shares of common stock were acquired from the vesting of performance-based stock units (PSUs). These PSUs vested at 93.61% of the target number, based on the Issuer's total stockholder return relative to the KBW Regional Banking Index.
• An additional 1,602 shares were disposed of on December 1, 2025, to cover tax liabilities related to the PSU vesting, with a price per share of $48.29.
• Following these transactions, Mr. Carney directly beneficially owned 37,150 shares of common stock.
• Indirect beneficial ownership includes 163.81 shares by his daughter and 20,898.03 shares by an ESOP.

Sentiment

Score: 7

Explanation: The filing indicates successful vesting of executive compensation, including performance-based units that vested at a high percentage (93.61%) relative to an industry index, suggesting solid company performance. The transactions are routine and pre-planned, with the only negative being a minor administrative delay in filing.

Positives

• Vesting of 1,073 Restricted Stock Units (RSUs) on October 21, 2025, indicating achievement of time-based vesting conditions.
• Vesting of 2,737 Performance Stock Units (PSUs) on December 1, 2025, at 93.61% of the target, reflecting strong performance relative to the KBW Regional Banking Index.
• Increase in direct beneficial ownership from 36,015 shares to 37,150 shares after the reported transactions.

Negatives

• Disposal of 628 shares on October 21, 2025, and 1,602 shares on December 1, 2025, to cover tax liabilities, reducing the net shares retained from the vesting events.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the details of the executive's compensation vesting schedule.

Industry Context

These transactions reflect routine executive compensation vesting and tax-related sales within the banking sector, consistent with typical equity incentive plans designed to align executive interests with shareholder value. The PSU vesting at 93.61% relative to the KBW Regional Banking Index suggests the company's performance was strong but not at the absolute top tier of its peer group for the measurement period.

Comparison to Industry Standards

• The vesting of performance-based stock units (PSUs) at 93.61% relative to the KBW Regional Banking Index indicates that TRICO BANCSHARES' total stockholder return was strong compared to its regional banking peers, though not at the maximum 150% payout.
• The use of Rule 10b5-1(c) plans for these transactions is a standard corporate governance practice for insiders to pre-arrange stock sales, mitigating concerns about trading on material non-public information.
• The practice of withholding shares to cover tax liabilities upon vesting is a common and standard method for executives to manage their tax obligations related to equity compensation.

Related Party Transactions

• The reported transactions are related-party transactions as they involve an executive officer (Craig B. Carney) of TRICO BANCSHARES acquiring and disposing of company stock.

Stakeholder Impact

• Shareholders: The vesting of performance-based units at 93.61% suggests that the company's total stockholder return was strong relative to its peers, which is generally positive for shareholders. The executive's continued ownership aligns interests.
• Employees: The ESOP ownership by Mr. Carney indicates a broader employee stock ownership program, which can foster employee alignment with company performance.

Key Dates

Recommendation

This Form 4 filing details routine, pre-planned executive compensation vesting and subsequent tax-related share sales. While the vesting of performance units at 93.61% relative to the KBW Regional Banking Index is a positive indicator of company performance, these transactions do not provide new fundamental information to warrant a change in investment thesis. The transactions are expected and do not signal any significant shift in the company's outlook or an insider's confidence beyond what is already known through their compensation structure. Therefore, a 'hold' recommendation is appropriate as the filing does not present a compelling reason to alter an existing position.

Keywords

TRICO BANCSHARES, TCBK, Craig B. Carney, Insider Trading, Form 4, Restricted Stock Units, Performance Stock Units, Stock Vesting, Executive Compensation, Share Ownership, SEC Filing