Form 4: TCBK SVP General Counsel Reports Stock Vesting & Tax Withholding

TRICO BANCSHARES SVP General Counsel Gregory A. Gehlmann reported the vesting of performance-based stock units and subsequent tax-related share withholding.

Summary

• Gregory A. Gehlmann, SVP General Counsel of TRICO BANCSHARES (TCBK), reported transactions involving company stock on December 1, 2025.
• 1,704 shares of Common Stock were acquired due to the vesting of performance-based stock units (PSUs).
• The PSUs vested at 93.61% of their target number, based on the Issuer's total stockholder return relative to the KBW Regional Banking Index.
• Following this acquisition, Gehlmann directly owned 20,637.74 shares of Common Stock.
• Concurrently, 997 shares of Common Stock were disposed of at a price of $48.29 per share to cover tax liabilities.
• After the tax-related disposition, Gehlmann directly owned 19,640.74 shares of Common Stock.
• Additionally, Gehlmann indirectly owns 2,380.83 shares of Common Stock through an Employee Stock Ownership Plan (ESOP).
• The transaction involving derivative securities shows 1,821 Performance Stock Units vested, converting into 1,821 shares of Common Stock.
• After these transactions, 7,383 derivative securities (PSUs) are beneficially owned directly.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The filing indicates successful vesting of performance-based stock units, reflecting positive company performance relative to its peers, which is a positive for the company and its executives. The tax-related sale is a routine event.

Positives

• Vesting of performance-based stock units at 93.61% indicates that performance targets were substantially met, reflecting positive company performance relative to the KBW Regional Banking Index.
• The existence of an ESOP suggests a commitment to employee ownership and alignment of interests within the company.

Negatives

• Disposition of 997 shares to cover tax liability reduces the direct beneficial ownership of the reporting person.

Industry Context

This filing reflects routine executive compensation activity within the banking sector, specifically the vesting of performance-based equity awards. Such awards are common in the industry to align executive incentives with shareholder returns and are often tied to specific financial or market performance metrics, like the KBW Regional Banking Index mentioned here.

Comparison to Industry Standards

• The use of Performance Stock Units (PSUs) tied to relative total stockholder return against an industry index (KBW Regional Banking Index) is a standard practice in executive compensation within the financial services sector, aligning executive incentives with peer performance.
• The disposition of shares to cover tax liabilities upon vesting is a common and expected event for equity compensation, consistent with practices across publicly traded companies.

Stakeholder Impact

• Shareholders: The vesting of PSUs at 93.61% suggests the company met a significant portion of its performance targets relative to the KBW Regional Banking Index, which is generally positive for shareholder value.
• Employees (specifically the reporting person): The executive received a significant portion of their performance-based compensation, aligning their interests with company performance.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled insider transaction involving the vesting of performance-based stock units and subsequent tax withholding. While the vesting at 93.61% is a positive indicator of past performance relative to peers, it does not provide new material information that would warrant a change in investment recommendation. The transaction was executed under a Rule 10b5-1 plan, further reinforcing its non-discretionary nature. Therefore, a 'hold' recommendation is appropriate as this filing does not present new catalysts for a 'buy' or 'sell' decision.

Keywords

TRICO BANCSHARES, TCBK, Form 4, Insider Transaction, Stock Vesting, Performance Stock Units, Executive Compensation, Share Ownership, Rule 10b5-1, Banking Sector