Gehlmann Gregory A 4

What Happened

• Gregory A. Gehlmann, SVP & General Counsel of Trico Bancshares (TCBK), reported the vesting/conversion of performance stock units (PSUs) on 2026-06-25 that resulted in newly issued shares and related share withholdings to cover tax obligations. The filing shows 2,876 shares acquired on conversion/vesting and 1,686 shares disposed (withheld) to satisfy taxes at $53.55 per share for $90,285. The filing also includes a separate conversion/exercise line for 2,630 derivative shares reported as disposed with no cash proceeds (clearing/settlement mechanics).

Key Details

• Transaction date: 2026-06-25; Form 4 filed: 2026-06-29. (Timeliness not specified in the provided data.)
• Shares reported acquired via conversion/vesting: 2,876.
• Shares withheld/sold to pay taxes: 1,686 at $53.55 = $90,285 (transaction code F = tax/payment).
• Additional entry: 2,630 shares shown as converted/exercised and disposed at $0 (transaction code M); appears to reflect derivative conversion/settlement mechanics.
• Footnotes: PSUs were performance-based and vested at 109.36% of target on certification date (6/25/2026), based on relative total shareholder return vs. the KBW Regional Banking Index (original grant reported 6/12/2023). Shares were withheld to pay tax liability.
• Shares owned after the transactions: not specified in the summary data; net issued minus withheld = 2,876 − 1,686 = 1,190 net shares retained before considering the 2,630-share conversion/disposition entry.

Context

• This was not an open-market purchase or sale driven by cash proceeds to the insider; it reflects PSU vesting and standard withholding to cover taxes. Transaction codes: M = exercise/conversion of derivative (PSU/option conversion), F = payment of exercise price or tax liability (shares withheld). Such withholding is routine for vested awards and does not by itself indicate a change in insider sentiment.