TRICO BANCSHARES /TCBK
TRICO BANCSHARES / Stock Compensation Disclosure
Stock Options and Other Equity-Based Incentive Instruments
On April 16, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (2024 Plan) which was approved by shareholders on May 23, 2024. The 2024 Plan allows for up to 1,200,000 shares to be issued in connection with equity-based incentives. In conjunction with shareholder approval of the 2024 Plan, the 2019 Equity Incentive Plan (2019 Plan), which allowed for up to 1,500,000 shares to be issued in connection with equity-based incentives, is no longer available for grant issuances. While no new awards can be granted under the 2019 Plan, existing grants continue to be governed by the terms, conditions and procedures set forth in any applicable award agreement.
Stock option activity is summarized in the following table for the dates indicated:
| Number of Shares | Option Price per Share | Weighted Average Exercise Price | |||||||||||||||
Outstanding at January 1, 2024 | 7,500 | $23.21 | $ | 23.21 | |||||||||||||
| Options granted | — | — | — | ||||||||||||||
| Options exercised | (7,500) | $23.21 | $ | 23.21 | |||||||||||||
| Options forfeited | — | — | — | ||||||||||||||
Outstanding at December 31, 2024 | — | $0.00 | $ | — | |||||||||||||
| Options granted | — | — | — | ||||||||||||||
| Options exercised | — | — | — | ||||||||||||||
| Options forfeited | — | — | — | ||||||||||||||
| Outstanding at December 31, 2025 | — | $ | — | $ | — | ||||||||||||
The Company did not modify any options grants during the three-year period ended December 31, 2025.
The following table shows the total intrinsic value of options exercised, the total fair value of options vested, total compensation costs for options recognized in income, total tax benefit and excess tax benefits recognized in income related to compensation costs for options during the periods indicated:
| Year Ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Intrinsic value of options exercised | $ | — | $ | 153 | $ | 134 | |||||||||||
| Fair value of options that vested | — | — | — | ||||||||||||||
| Total compensation costs for options recognized in expense | — | — | — | ||||||||||||||
| Total tax benefit recognized in income related to compensation costs for options | — | 42 | 40 | ||||||||||||||
| Excess tax benefit recognized in income | — | — | — | ||||||||||||||
There were no stock options granted during 2025, 2024 and 2023, respectively.
Restricted stock unit activity is summarized in the following table for the dates indicated:
| Service Condition Vesting RSUs | Market Plus Service Condition Vesting RSUs | ||||||||||||||||||||||
| Number of RSUs | Weighted Average Fair Value on Date of Grant | Number of RSUs | Weighted Average Fair Value on Date of Grant | ||||||||||||||||||||
Outstanding at January 1, 2025 | 152,572 | 144,715 | |||||||||||||||||||||
| RSUs granted | 81,060 | $ | 37.68 | 49,692 | $ | 28.62 | |||||||||||||||||
| Additional market plus service condition RSUs vested | — | — | |||||||||||||||||||||
| RSUs added through dividend credits | 4,598 | — | |||||||||||||||||||||
| RSUs released through vesting | (85,204) | (31,788) | |||||||||||||||||||||
| RSUs forfeited/expired | (11,937) | (17,134) | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 141,089 | 145,485 | |||||||||||||||||||||
The Company uses a Monte Carlo simulation model to determine the grant-date fair value of awards with market plus service conditions (PSU). The weighted average fair value and assumptions used to value the PSU awards granted with market-based performance conditions are as follows:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Performance share fair value | $ | 28.62 | $ | 20.86 | |||||||
| Risk-free interest rate | 3.91 | % | 4.32 | % | |||||||
| Expected volatility | 33.75 | % | 32.06 | % | |||||||
| Expected life (years) | 3 | 3 | |||||||||
| Expected dividend yield | 3.31 | % | 3.99 | % | |||||||
The 141,089 of service condition vesting RSUs outstanding as of December 31, 2025 include a feature whereby each RSU outstanding is credited with a dividend amount equal to any common stock cash dividend declared and paid, and the credited amount is divided by the closing price of the Company’s stock on the dividend payable date to arrive at an additional amount of RSUs outstanding under the original grant. Additional RSUs credited through dividends are subject to the same vesting requirements as the original grant. The Company expects to recognize $3.0 million of pre-tax compensation costs related to these service condition vesting RSUs between December 31, 2025 and their vesting dates. The Company did not modify any service condition vesting RSUs during 2025 or 2024.
The Company expects to recognize $1.5 million of pre-tax compensation costs related to the market plus service condition RSUs between December 31, 2025 and their vesting dates. As of December 31, 2025, the number of market plus service condition vesting RSUs outstanding that will actually vest, and be released, may be reduced to zero or increased to 218,228 depending on the total return of the Company’s common stock versus the total return of an index of bank stocks from the grant date to the vesting date. The Company did not modify any market plus service condition vesting RSUs during 2025 or 2024.
The following table shows the compensation costs and excess tax benefits for RSUs recognized in income for the periods indicated:
| Year Ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Total compensation costs recognized in income | |||||||||||||||||
| Service condition vesting RSUs | $ | 3,375 | $ | 3,224 | $ | 2,806 | |||||||||||
| Market plus service condition vesting RSUs | 1,382 | 1,442 | 1,319 | ||||||||||||||
| Excess tax benefit recognized in income | |||||||||||||||||
| Service condition vesting RSUs | $ | 1,032 | $ | 964 | $ | 924 | |||||||||||
| Market plus service condition vesting RSUs | 478 | 427 | 594 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.