Form 4: TCBK Executive Daniel Bailey Reports Stock Vesting, Tax Withholding

TRICO BANCSHARES EVP Chief Banking Officer Daniel Bailey reported the vesting of restricted and performance stock units and subsequent tax-related share disposals.

Summary

• EVP Chief Banking Officer Daniel K. Bailey reported multiple transactions involving TRICO BANCSHARES (TCBK) common stock.
• On October 21, 2025, 1,136 shares of common stock were acquired due to the 33% vesting of a Restricted Stock Unit (RSU) award granted on October 21, 2022, when the price per share was $42.33.
• Concurrently, 665 shares were disposed of at $42.33 to cover tax liabilities.
• Following these transactions, direct beneficial ownership was 56,360.41 shares, with an additional 11,831.95 shares held indirectly via an ESOP.
• On December 1, 2025, 2,900 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.
• On the same date, 1,697 shares were disposed of at $48.29 to cover tax liabilities.
• After the December 1, 2025 transactions, direct beneficial ownership increased to 57,563.41 shares.
• The filing itself was delayed due to issues obtaining valid filing credentials from EDGAR Next.

Sentiment

Score: 6

Explanation: The filing reflects routine executive compensation events, including the vesting of equity awards and subsequent tax-related share disposals. The PSU vesting at 93.61% indicates solid, though not maximum, performance relative to the industry index. The delay in filing is noted but attributed to administrative issues rather than substantive company performance.

Positives

• Vesting of 1,136 Restricted Stock Units on October 21, 2025, indicating a portion of the executive's long-term incentive compensation has materialized.
• Vesting of 3,098 Performance Stock Units on December 1, 2025, at 93.61% of the target, reflecting the company's performance relative to the KBW Regional Banking Index.

Negatives

• Disposal of 665 shares on October 21, 2025, at $42.33 to cover tax liabilities.
• Disposal of 1,697 shares on December 1, 2025, at $48.29 to cover tax liabilities.

Future Outlook

NA

Industry Context

This filing reflects routine executive compensation practices within the banking sector, where long-term incentives like Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) are common tools to align executive interests with shareholder value. The PSU vesting at 93.61% relative to the KBW Regional Banking Index suggests TCBK's performance was strong but slightly below the maximum target compared to its regional banking peers.

Comparison to Industry Standards

• The use of RSUs and PSUs for executive compensation is standard practice across the financial services industry, including regional banks like TRICO BANCSHARES.
• The PSU vesting at 93.61% relative to the KBW Regional Banking Index indicates that TRICO BANCSHARES's total stockholder return was strong but did not reach the maximum performance threshold compared to its peer group. For example, a 100% vesting would imply performance at or above the index's top tier, while a lower percentage suggests relative underperformance against the highest possible target. Specific comparable companies or projects are not detailed in this filing, but the KBW Regional Banking Index serves as the benchmark.

Stakeholder Impact

• Shareholders: The vesting of performance-based units at 93.61% suggests the company has delivered strong, though not top-tier, performance relative to its banking peers, which is generally positive for shareholder value. The executive's continued ownership of a significant number of shares aligns their interests with shareholders.
• Employees: The executive's compensation structure, including equity awards, is a standard practice that can influence overall compensation philosophy within the company.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted and performance stock units and subsequent share disposals for tax purposes. The performance-based units vested at 93.61% of target, indicating solid but not exceptional performance relative to the KBW Regional Banking Index. There are no new strategic insights, financial performance updates, or significant changes in the company's outlook presented here that would warrant a change in investment recommendation. The delay in filing is administrative and not indicative of operational issues. Therefore, a 'hold' recommendation is appropriate as this filing does not provide new information to alter an existing investment thesis.

Keywords

TRICO BANCSHARES, TCBK, Daniel Bailey, SEC Form 4, Insider Trading, Stock Vesting, Restricted Stock Units, Performance Stock Units, Executive Compensation, Share Ownership, Banking Industry