tcbk-20260406

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨


Check the appropriate box:

þ			Preliminary Proxy Statement

¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨			Definitive Proxy Statement

¨			Definitive Additional Materials

¨			Soliciting Material Under Rule 14a-12


(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ			No fee required.

¨			Fee paid previously with preliminary materials

¨			Fee computed on in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents


			TriCo Bancshares 63 Constitution Drive Chico, California 95973 Phone: (530) 898-0300 www.tcbk.com

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT


Date						Thursday, May 21, 2026
Time						10:30 AM, Pacific Time
Record Date						March 31, 2026
Location						63 Constitution Drive
						Chico, CA 95973

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of TriCo Bancshares will be held on Thursday, May 21, 2026, at 10:30 AM Pacific Time for the following purposes:

Items of Business

Proposal 1: Elect 11 directors for terms expiring at the 2027 Annual Meeting of Shareholders. The nominees for election are:


Kirsten E. Garen	Cory W. Giese	John S. A. Hasbrook	Margaret L. Kane
Michael W. Koehnen	Anthony L. Leggio	Martin A. Mariani	Thomas C. McGraw
Jon Y. Nakamura	Richard P. Smith	Kimberley H. Vogel

Proposal 2: Approve, on an advisory basis, the compensation of our executives.

Proposal 3: Approve an amendment to the TriCo Bancshares bylaws to eliminate cumulative voting.

Proposal 4: Ratify the selection of Baker Tilly US, LLP as our independent registered public accounting firm for 2026.

Proposal 5: Attend to any other business properly presented at the meeting.

We do not know of any other business that will come before the meeting. In order to vote without attending the meeting, you may sign and date the enclosed proxy and voting instruction card and return it in the postage prepaid envelope.

As a shareholder, your vote is important. Whether or not you plan to attend the annual meeting in person, it is important that you vote as soon as possible to ensure that your shares are represented. We request that all shareholders be present at the meeting in person or by proxy to ensure that we have a quorum.

If you have any questions or need additional information, please contact Georgeson LLC, our proxy solicitor, at 51 West 52nd Street, 6th Floor, New York, NY 10019, or by telephone at 1-877- 811-6559.

By Order of the Board of Directors,

Michael W. Koehnen

Secretary, TriCo Bancshares

Chico, California

April 17, 2026

Table of Contents

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2026

TriCo’s Annual Report on Form 10-K for the period ending December 31, 2025 and the 2026 Proxy Statement are available at https://www.tcbk.com/about/investor-relations.

For more information on how to cast your vote,

please see the Questions and Answers section beginning on page 74.


YOUR VOTE IS IMPORTANT TO TRICO BANCSHARES. Regardless of whether or not you plan to attend the meeting in person, we urge you to vote in favor of each of the proposals as soon as possible.

Table of Contents


Proposals to be voted on at the annual meeting						1
Proxy statement highlights						3
Board of directors						8
Corporate governance, board nominations and board committees						13
Compensation of directors						25
Ownership of voting securities						28
Information about our executive directors						29
Compensation discussion and analysis						30
Report of the compensation and management succession committee						48
Compensation of named executives						49
Proposal 3: Amend the Company’s bylaws to eliminate cumulative voting						70
Report of the audit committee						72
Independent registered public accounting firm						72
Other information						73
Questions and answers about the annual meeting and voting						74
Appendix A: Reconciliation of GAAP and non-GAAP financial measures						A-1
Appendix B: Proposed amendment to TriCo bylaws						B-1

Table of Contents

Proposals to be Voted on at the Annual Meeting

The Board of Directors of TriCo Bancshares ("TriCo," the "Company" or “we”) is providing this proxy statement to you in connection with the solicitation of proxies for its annual meeting of shareholders, which will take place at 10:30 a.m., Pacific Time on May 21, 2026, and any adjournments and postponements of the annual meeting, which we refer to collectively as the "meeting." These proxy materials were first made available to shareholders on or about April 17, 2026.

As a shareholder, you are invited to attend the meeting and may vote on the proposals described in this proxy statement. The following is a summary of the proposals that will be presented at the meeting.

1.Election of Directors

Eleven directors will be elected this year for terms expiring at our annual meeting in 2027. Each nominee is currently serving as a director of TriCo. The nominees for election are:


Kirsten E. Garen	Cory W. Giese	John S. A. Hasbrook	Margaret L. Kane
Michael W. Koehnen	Anthony L. Leggio	Martin A. Mariani	Thomas C. McGraw
Jon Y. Nakamura	Richard P. Smith	Kimberley H. Vogel

Brief biographies of the director nominees are found at “Board of Directors.” These biographies include each nominee’s age, business experience, a description of some of the experience, qualifications, attributes or skills that led us to conclude that each nominee should serve as a director of the Company and certain other information.

The 11 nominees receiving the most affirmative votes cast at the meeting will be elected as directors assuming a quorum is present, subject to the Company's majority withhold vote policy. We know of no reason why any nominee may be unable to serve as director. If any of the nominees should unexpectedly decline or become unable to serve, the proxies we are soliciting may be voted for a substitute nominee or the Board of Directors (the “Board”) may reduce the size of the Board.

Shareholders may cumulate their votes when electing directors. To do so, you must follow the procedures set forth in our bylaws, which are described at “Corporate Governance, Board Nomination and Board Committees--Nomination and Election of Directors.”

The Board recommends a vote FOR the election of all 11 nominees.

2.Advisory Vote Concerning Executive Compensation

We are asking our shareholders to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. At the meeting, shareholders will have the opportunity to endorse or not endorse our executive compensation programs through an advisory (nonbinding) vote on the compensation of our named executive officers as disclosed in this proxy statement by voting on the following proposal:

“Resolved, that our shareholders approve, on an advisory basis, the compensation of our Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion disclosed in the proxy statement for the 2026 annual meeting of shareholders.”

Detailed information about the compensation of our named executive officers is included in the sections titled “Compensation of Named Executive Officers” beginning on page 49 and “Compensation Discussion and Analysis,” beginning on page 30. Our executive compensation programs are designed to attract and retain well-qualified executives and to link executive officer

Annual Proxy Statement 1

Table of Contents

compensation to, and to reward executive officers for, the Company’s financial performance and the creation of shareholder value. We believe that our executive compensation programs achieve these objectives.

The proposal will be adopted if a majority of the shareholders are present and voting on the proposal vote in favor of the proposal, assuming the shares voting in favor of the proposal also constitute a majority of the required quorum. As an advisory vote, this proposal is not binding. However, our Board and our compensation and management succession committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding our named executive officers. We expect that the next advisory vote on our executive compensation program will occur at our 2027 annual meeting of shareholders.

The Board recommends a vote FOR approval of the Company’s executive compensation program.

3.Amendment to the Company’s Bylaws to Eliminate Cumulative Voting Rights

The Company’s shareholders are currently permitted to exercise cumulative voting rights in director elections. Cumulative voting enables a shareholder to concentrate his or her voting power by allocating to one director nominee a number of votes equal to the number of directors to be elected, multiplied by the number of shares held by that shareholder, or to distribute those votes among two or more nominees. Consequently, a shareholder or group of shareholders holding a sufficient number of shares may be able to elect one or more directors by cumulating votes. Pursuant to the California General Corporation Law (the “CGCL”), the approval of a majority of the Company’s outstanding shares entitled to vote at the Meeting is required to eliminate cumulative voting.

Our Board has determined that it is in the best interests of the Company and its shareholders to eliminate cumulative voting. At its February 19, 2026 meeting, the Board unanimously approved and recommended that our shareholders approve amendments to our bylaws to eliminate cumulative voting in all director elections (the “Cumulative Voting Amendment”). Detailed information about the proposed amendment can be found at “Proposal 3. Amend the Company’s Bylaws to Eliminate Cumulative Voting” and Appendix B.

The Board recommends a vote FOR approval of the amendment to the Company’s Bylaws to eliminate cumulative voting.

4.Ratification of Selection of Independent Registered Public Accounting Firm

Our audit committee has selected the firm of Baker Tilly US, LLP as our independent registered public accounting firm for 2026.

The affirmative vote of a majority of those shareholders are present and voting at the meeting will ratify the selection of Baker Tilly US, LLP as our independent registered public accounting firm, assuming the shares voting in favor of the proposal also constitute a majority of the required quorum. If shareholders fail to ratify the appointment of Baker Tilly US, LLP, the audit committee will reconsider whether or not to retain that firm. Even if appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time.

Additional information concerning this proposal can be found at “Independent Registered Public Accounting Firm” on page 72.

The Board recommends a vote FOR the ratification of the selection of

Baker Tilly US, LLP as our independent registered public accounting firm for 2026.

Your vote is important! Please cast your vote as soon as possible. Shares of common stock held directly with our transfer agent, Computershare, must be voted by Internet or phone no later than 11:59 p.m. Eastern Time on May 20, 2026.

Proxy Solicitation - Expenses

2 TriCo Bancshares

Table of Contents

The Company will bear the cost of soliciting proxies. In addition to the use of the mail, proxies may be solicited personally or via telephone or the internet by directors, officers and employees of the Company. We may reimburse persons holding shares in their names or names of their nominees for their expenses in sending solicitation material to their beneficial owners. The Company has engaged Georgeson LLC, 51 West 52nd Street, 6th Floor, New York, NY 10019, to assist in soliciting proxies for a fee of $23,000, plus expenses.


For more information on how to cast your vote, please see the Questions and Answers section beginning on page 74.

PROXY STATEMENT HIGHLIGHTS

Attending the Annual Meeting:

Shareholders of record of TriCo Bancshares common stock or authorized representatives of a beneficial holder of TriCo Bancshares Common Stock, or their legal proxy holders, as of the close of business on March 31, 2026, the record date, are entitled to attend the Annual Meeting. The meeting will start at 10:30 a.m. Pacific Time on May 21, 2026, at the Company’s headquarters, located at 63 Constitution Drive, Chico, CA 95973.

Shareholders may vote before the date of the meeting using one of the methods provided on the proxy card. Shareholders holding shares of common stock directly, though our transfer agent, Computershare, may vote at the meeting. We recommend that shareholders vote by mail, internet, or telephone prior to the meeting, even if they plan to attend the meeting in person.

For more information on how to cast your vote,

please see the Questions and Answers section beginning on page 74.

About Our Company

TriCo Bancshares is a bank holding company headquartered in Chico, California. Our common stock is listed on the Nasdaq Stock Market where it trades under the symbol "TCBK".

Through our subsidiary, Tri Counties Bank (the "Bank"), we are dedicated to providing exceptional service for individuals and businesses throughout California. The Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATM, online and mobile banking access. Brokerage services are provided by Tri Counties Advisors through affiliation with Raymond James Financial Services, Inc. Visit www.TCBK.com to learn more. The information on our website is not part of this proxy statement.

Corporate Performance Highlights

•Net interest margins that exceeded peers and most regional and national financial institutions

•Strong capital, liquidity, and asset quality positions

•Net income grew to $121.6 million for 2025 compared to $114.9 million during 2024

•$9.8 billion in assets at December 31, 2025 and reductions in other borrowings and junior subordinated debt of $77.9 million and $59 million, respectively during 2025

•Continued to maintain an above peer allowance for credit losses to total loan ratio and below peer past due loan ratio

•Operating efficiency was 57.5% in 2025 compared to 59.1% in 2024 amid strong inflationary and competitive pressures

•

SEC Form PRE 14A filed by TriCo Bancshares