Form 4: TCBK EVP COO John Fleshood Exits, Stock Transactions

TRICO BANCSHARES EVP Chief Operating Officer John Fleshood reported stock transactions and retirement, including PSU vesting and RSU forfeiture.

Summary

• John Fleshood, EVP Chief Operating Officer of TRICO BANCSHARES (TCBK), filed an exit Form 4 due to his retirement.
• On December 1, 2025, Fleshood acquired 3,533 shares of Common Stock through the vesting of performance-based stock units (PSUs).
• The PSUs vested at 93.61% of the target number, based on the Issuer's total stockholder return relative to the KBW Regional Banking Index.
• On the same date, 2,068 shares of Common Stock were disposed of at $48.29 per share to cover tax liability.
• Following these transactions, Fleshood directly owned 42,679.45 shares of Common Stock and indirectly owned 2,565.19 shares via an ESOP.
• On December 2, 2025, Fleshood retired from the Issuer and Tri Counties Bank, its wholly-owned subsidiary.
• As a result of his retirement, 1,948 Restricted Stock Units (RSUs) and 5,379 Performance Stock Units (PSUs) were forfeited.
• 80% of certain remaining stock awards, specifically 12,840 Performance Stock Units, 5,972 Restricted Stock Units, and 7,461 Performance Stock Units, will continue to vest according to their award agreements.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions associated with an executive's retirement, including both the positive vesting of performance units and the negative forfeiture of other units, resulting in a neutral overall sentiment.

Positives

• Performance Stock Units (PSUs) vested at 93.61% of the target number, indicating strong performance relative to the KBW Regional Banking Index.

Negatives

• Forfeiture of 1,948 Restricted Stock Units (RSUs) and 5,379 Performance Stock Units (PSUs) due to retirement.
• 2,068 shares of Common Stock were withheld to pay toward tax liability.

Future Outlook

80% of the remaining 12,840 Performance Stock Units, 5,972 Restricted Stock Units, and 7,461 Performance Stock Units will continue to vest in accordance with their respective award agreements despite the reporting person's retirement.

Management Comments

• This filing constitutes an exit filing for the Reporting Person, as the Reporting Person is no longer subject to Section 16 of the Exchange Act as a result of his departure as an employee of the Company on December 2, 2025.

Management Changes

Stakeholder Impact

• Shareholders: Awareness of executive departure and details of their compensation-related stock transactions.
• Employees: Potential for future leadership changes in the EVP Chief Operating Officer role.

Next Steps

• 80% of the remaining stock awards (12,840 Performance Stock Units, 5,972 Restricted Stock Units, and 7,461 Performance Stock Units) will continue to vest according to their agreements.

Key Dates

Keywords

TCBK, TRICO BANCSHARES, John Fleshood, Form 4, SEC filing, executive compensation, stock units, retirement, insider trading, beneficial ownership