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.

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			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

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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

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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.

SEC Form PRE 14A filed by TriCo Bancshares