UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

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FORM 8-K

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Current report pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 25, 2021

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(Exact name of registrant as specified in its charter)

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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

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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 8.01 Other Events

The following items were approved by the Board of Directors of TriCo Bancshares (the "Company") (NASDAQ: TCBK), parent company of Tri Counties Bank, on February 25, 2021.

Quarterly Dividend Announced

The Board of Directors of TriCo Bancshares, declared a quarterly cash dividend of $0.25 (twenty-five cents) per share on its common stock. The dividend is payable on March 26, 2021 to holders of record on March 12, 2021.

Common Stock Repurchase Program Approved

The Board of Directors of TriCo Bancshares, authorized the repurchase of up to 2,000,000 shares of the Company’s common stock, no par value per share which approximates 6.7% of the currently outstanding common shares. The Company’s repurchase program adopted November 12, 2019 was terminated.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1    Press release dated March 1, 2021.

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: March 1, 2021	/s/ Peter G. Wiese
	Peter G. Wiese, Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)