Form 4: TCBK General Counsel Boosts Stake with New Stock Grants

TRICO BANCSHARES' SVP General Counsel, Gregory A. Gehlmann, reported the vesting of restricted stock units and new grants of restricted and performance stock units.

Summary

• Gregory A. Gehlmann, SVP General Counsel of TRICO BANCSHARES (TCBK), reported changes in his beneficial ownership.
• On March 30, 2026, 761 shares of common stock were acquired due to the 33% vesting of a Restricted Stock Unit (RSU) award granted on March 28, 2025.
• Concurrently, 444 shares were disposed of (withheld) to cover tax liabilities at a price of $47.09 per share.
• On March 27, 2026, Gehlmann received a new grant of 1,995 Restricted Stock Units (RSUs) with a per unit value of $48.12. These RSUs vest 33.33% annually over three years, with cash dividends reinvested.
• Also on March 27, 2026, a grant of 1,995 Performance Stock Units (PSUs) was made, which cliff vests after three years between 0% and 150% of the target based on TCBK's total stockholder return relative to the KBW Regional Banking Index.
• Following these transactions, Gehlmann directly owns 21,131.9873 shares of common stock and indirectly owns 2,380.83 shares via an ESOP.
• Derivative holdings include 6,157 Restricted Stock Units and 9,378 Performance Stock Units.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing from an insider perspective, reflecting ongoing executive compensation and alignment of interests through equity grants, which is a routine and expected event.

Positives

• SVP General Counsel Gregory A. Gehlmann received new grants of 1,995 Restricted Stock Units and 1,995 Performance Stock Units, indicating continued long-term incentive compensation.
• A portion of previously granted Restricted Stock Units (761 shares) vested, increasing direct common stock ownership.
• The new RSU grant includes reinvestment of cash dividends, potentially increasing the number of shares over time.

Negatives

• 444 shares were withheld to cover tax liabilities, reducing the net shares received from the RSU vesting.

Risks

• The Performance Stock Units (PSUs) are subject to performance conditions (TCBK's total stockholder return relative to the KBW Regional Banking Index), meaning the actual number of shares received could range from 0% to 150% of the target, introducing uncertainty.
• Future share price fluctuations could impact the value of vested shares and unvested units.

Future Outlook

The new Restricted Stock Units will vest 33.33% annually over the next three years. The Performance Stock Units will cliff vest after three years, with the final number of shares dependent on TRICO BANCSHARES' total stockholder return relative to the KBW Regional Banking Index.

Industry Context

StockSavvy.ai notes that the performance-based component of the executive's compensation, tied to the KBW Regional Banking Index, aligns executive incentives with the broader regional banking sector's performance, a common practice to benchmark against peers.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) as long-term incentive compensation is a standard practice across the financial services industry, including regional banks.
• Tying PSU vesting to a relevant industry index like the KBW Regional Banking Index is a common benchmark for executive performance in the banking sector, similar to how larger banks might use broader S&P indices or peer groups.
• For example, many regional banks like Zions Bancorporation (ZION) or Comerica (CMA) utilize similar equity-based compensation structures for their executives, often with performance metrics linked to relative total shareholder return or other financial targets compared to a peer group or index.

Stakeholder Impact

• Shareholders: The grant of new equity awards to an executive aligns management's interests with shareholder value creation, particularly with performance-based units tied to total stockholder return. The withholding of shares for taxes is a routine event and has minimal impact.
• Employees: This filing specifically details executive compensation and does not directly impact the broader employee base, though it reflects the company's overall compensation philosophy for key personnel.

Next Steps

• The newly granted Restricted Stock Units will vest in 33.33% increments annually over the next three years.
• The Performance Stock Units will cliff vest after three years, with the final share count determined by TRICO BANCSHARES' total stockholder return relative to the KBW Regional Banking Index.

Key Dates

Keywords

TRICO BANCSHARES, TCBK, Form 4, insider trading, beneficial ownership, restricted stock units, performance stock units, executive compensation, stock grants, regional banking