Shareholder Vote · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ____________________ FORM 8-K _________________________________________ Current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 _______________________ (Exact name of registrant as specified in its charter) _______________________ California 0-10661 94-2792841 (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.) 63 Constitution Drive Chico, California 95973 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 530 )  898-0300 _____________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value TCBK Nasdaq Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders On May 22, 2025, TriCo Bancshares (the “Company”) held its 2025 annual meeting of shareholders. As of the record date for the annual meeting, there were 32,892,488 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. 27,813,335 shares of common stock, or 84.56% of the total outstanding, were present at the meeting in person or by proxy. At the annual meeting, the Company’s shareholders (i) elected all 11 nominees to the Company’s Board of Directors, (ii) approved the compensation of the Company’s executive officers on an advisory (nonbinding) basis, and (iii) ratified the selection of Moss Adams LLP as the Company’s principal independent auditor for 2025. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting. 1. Election of the following 11 nominees to the Company’s Board of Directors: Nominee For Withheld Abstained/Broker Non-Votes Kirsten E. Garen 24,363,477 129,150 3,320,708 Cory W. Giese 24,185,806 306,821 3,320,708 John S. A. Hasbrook 23,746,754 745,873 3,320,708 Margaret L. Kane 24,365,354 127,273 3,320,708 Michael W. Koehnen 24,346,044 146,583 3,320,708 Anthony L. Leggio 24,367,274 125,353 3,320,708 Martin A. Mariani 24,179,578 313,049 3,320,708 Thomas C. McGraw 24,382,888 109,739 3,320,708 Jon Y. Nakamura 24,378,318 114,309 3,320,708 Richard P. Smith 24,308,399 184,228 3,320,708 Kimberley H. Vogel 24,365,913 126,714 3,320,708 2. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives: Votes For 24,410,766  Against 849,050  Abstain 232,810  Broker Non-Votes 3,320,708  3. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2025 fiscal year: Votes For 27,633,761  Against 114,474  Abstain 65,099  Broker Non-Votes —  Item 8.01 Other Events Election of Chairman of the Board Following the 2025 Annual Meeting, the Board of Directors of the Company (“Board”) unanimously elected Richard P. Smith, President and Chief Executive Officer of the Company as Chairman of the Board. The Board also unanimously elected Cory W. Giese as Lead Independent Director of the Company. Item 9.01 Financial Statements and Exhibits (d) Exhibits. None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRICO BANCSHARES Date: May 27, 2025 /s/ Peter G. Wiese Peter G. Wiese, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)