Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2021, the Board of Directors (the "Board") of TriCo Bancshares (the "Company") elected Jon Nakamura as director of the Company and its subsidiary, Tri Counties Bank. To accommodate his appointment, the Board increased the size of the Board from 12 to 13 directors in accordance with the Company's By-laws. Mr. Nakamura is expected to stand for election at the Company's 2022 Annual Meeting of Shareholders.

Mr. Nakamura will participate in the non-employee director compensation arrangements generally applicable to all of the Company's non-employee directors and will enter into indemnification agreements with the Company and the Bank in the forms filed as Exhibits 10.1 and 10.2 to this report and are incorporated herein by reference. There are no arrangements or understandings between Mr. Nakamura and other persons pursuant to which he was selected as a director.




Item 9.01 Financial Statements and Exhibits
(d) Exhibits
  10.1   Form of Indemnification Agreement between TriCo Bancshares and its directors and
         executive officers (incorporated by reference to Exhibit 10.1 to the Company's
         Current Report on Form 8-K filed September 10, 2013).
  10.2   Form of Indemnification Agreement between Tri Counties Bank its directors and
         executive officers (incorporated by reference to Exhibit 10.2 to the Company's
         Current Report on Form 8-K filed September 10, 2013).
  104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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