8-K

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):

October 12, 2023

_______________________

(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 8.01 Other Events.

As initially disclosed in its Current Report on Form 8-K filed on February 14, 2023, TriCo Bancshares’s (the “Company”) subsidiary, Tri Counties Bank (the “Bank”), experienced a cybersecurity incident. After detecting unusual network activity, management shut down networked systems by taking them offline, preventing the use of internal systems, data and telephones for a limited period of time. Immediately following the incident, the Bank launched an investigation, retained a digital forensics firm, and notified law enforcement and banking regulators. The Bank restored access to its internal systems and communication capabilities, including e-mail correspondence and telephones, after approximately one week. The Bank’s core-banking systems, which are hosted outside of the Bank, were not accessed or impacted.

The Bank determined that its internal bank network had been infected with malware which prevented access to certain files on the network. Through its investigation, the Bank determined that, between February 7, 2023, and February 8, 2023, an unauthorized actor may have had access to certain systems that stored certain sensitive information. Following an extensive review of the potentially impacted data which was completed on October 9, 2023, the Bank determined certain types of personal information of certain customers, customer employees, individuals associated with customers, and Bank former and current employees may have been impacted by this incident. While the information varies by individual, some of the types of information that may have been impacted includes name, identification numbers (e.g., Social Security, driver’s license, state identification, passport, and/or tax identification), financial account information, medical information, health insurance information, date of birth, digital/electronic signature, access credentials, and mother’s maiden name. All potentially impacted individuals will be notified in accordance with applicable laws and will be offered 24 months of Experian IdentityWorks credit monitoring and credit restoration services at no cost. The Bank is also notifying regulatory authorities in accordance with applicable law. A copy of a press release updating earlier public filings and to comply with certain state substitute notice laws (where the Bank does not have an address of a potentially impacted individuals) issued on October 13, 2023 is included as Exhibit 99.1 to this report.

The Company has incurred, and may continue to incur, certain expenses related to this incident. Further, the Company remains subject to risks and uncertainties as a result of the incident, including as a result of potential litigation, changes in customer behavior, and/or additional regulatory scrutiny. While the Company maintains insurance to cover losses related to cybersecurity risks and business interruption, such policies may not be sufficient to cover all losses of this incident or any future incidents.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1    Press release dated October 13, 2023

The information furnished under Item 8.01 and Item 9.01 of this Current Period on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of TriCo Bancshares under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: October 13, 2023	/s/ Peter G. Wiese
	Peter G. Wiese, Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

Contact: Megan Sheehan, AVP, Public Relations Manager, (530) 332-2330

megansheehan@tcbk.com

TRI COUNTIES BANK NOTICE OF DATA EVENT

CHICO, CA – OCTOBER 13, 2023– Tri Counties Bank (the “Bank”) is providing notice of a recent data privacy event that may have affected information related to certain individuals. At this time there is no evidence of any identity theft or fraud occurring as the result of this incident. The confidentiality, privacy, and security of information is one of Tri Counties Bank’s highest priorities and the Bank takes this matter very seriously.

As previously reported, on or about February 7, 2023, Tri Counties Bank became aware of suspicious activity on its computer network. Tri Counties Bank immediately launched an investigation to determine the nature and scope of the incident.

Tri Counties Bank account balances and transactions, as well as mobile and online banking user IDs and passwords, were not affected in this incident. Tri Counties Bank accounts and online banking systems are housed on secure systems that are separate from the Tri Counties Bank network environment that was affected by the event.

Through its investigation, Tri Counties Bank determined that, between February 7, 2023 and February 8, 2023, an unauthorized actor may have had access to certain systems that stored information of some Bank customers, individuals associated with Bank customers, Bank employees and others. The Bank reviewed those systems and files to confirm what information was stored therein, and to whom the information related. It also conducted an extensive review which identified certain Bank customer, customer employee, customer-associated individual, Bank employee and other individual information was present within the Tri Counties Bank impacted systems. This extensive data review concluded on October 9, 2023. While the information impacted varied by individual, the types of information that could have been impacted includes name, Social Security number, driver’s license number, state identification number, financial account information, medical information, health insurance information, date of birth, passport number, digital/electronic signature, tax identification number, access credentials, and mother’s maiden name. The Bank is notifying those individuals for whom it has address information and whose information was present in its impacted systems at the time of the incident.

The Bank notified federal law enforcement and is cooperating with its investigation. The Bank also notified relevant state authorities.

Tri Counties Bank encourages potentially impacted individuals to remain vigilant against incidents of identity theft and fraud, to review account statements, and to monitor their credit reports for suspicious activity. The Bank is providing potentially impacted individuals with contact information for the three major credit reporting agencies, as well as providing advice on how to obtain free credit reports and how to place fraud alerts and security freezes on their credit files. The relevant contact information is below:

Equifax P.O. Box 105069 Atlanta, GA 30348 1-888-298-0045 www.equifax.com Experian P.O. Box 9554 Allen, TX 75013 1-888-397-3742 www.experian.com TransUnion P.O. Box 2000 Chester, PA 19016 1-800-916-8800 www.transunion.com

Potentially impacted individuals may also find information regarding identity theft, fraud alerts, security freezes and the steps they may take to protect their information by contacting the credit bureaus, the Federal Trade Commission or their state Attorney General. The Federal Trade Commission can be reached at: 600 Pennsylvania Avenue NW, Washington, DC 20580; www.identitytheft.gov; 1-877-ID-THEFT (1-877-438-4338); and TTY: 1-866-653-4261.

Instances of known or suspected identity theft should also be reported to law enforcement or the individual’s state Attorney General.

Individuals who have questions about this incident or believe they are impacted can contact a dedicated call center, operated by Experian, at 1-844-266-9817 between 6:00 a.m. to 8:00 p.m. Pacific Time, Monday through Friday, and 8:00 am to 5:00 pm PT Saturday and Sunday, excluding holidays, or visit the Tri Counties Bank website at www.tcbk.com/data-event-notice. Callers should be prepared to provide the engagement number B105830.

About Tri Counties Bank

Established in 1975, Tri Counties Bank is a wholly-owned subsidiary of TriCo Bancshares (NASDAQ: TCBK) headquartered in Chico, California, with assets of almost $10 billion and nearly 50 years of financial stability. Tri Counties Bank provides a unique brand of Service With Solutions® for communities throughout California with a breadth of personal, small business and commercial banking services, plus an extensive branch network, access to approximately 40,000 surcharge-free ATMs nationwide, and advanced mobile and online banking. Tri Counties Bank participates in the Cities for Financial Empowerment (CFE) Fund’s BankOn program that seeks to ensure that everyone has access to safe and affordable financial products and services. Visit TriCountiesBank.com to learn more. Member FDIC.

XML

Cover	Oct. 12, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 12, 2023
Entity Registrant Name	TriCo Bancshares
Entity Incorporation, State or Country Code	CA
Entity File Number	0-10661
Entity Tax Identification Number	94-2792841
Entity Address, Address Line One	63 Constitution Drive
Entity Address, City or Town	Chico,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95973
City Area Code	530
Local Phone Number	898-0300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	TCBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000356171