Financial Analysis

Commitments and Contingencies Restricted Cash Balances Reserves (in the form of deposits with the San Francisco Federal Reserve Bank) were not required to be maintained as of December 31, 2025 and 2024. Financial Instruments with Off-Balance-Sheet Risk The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and deposit account overdraft privilege. Those instruments involve, to varying degrees, elements of risk in excess of the amount recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Companys exposure to loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Companys exposure to loss in the event of nonperformance by the other party to the financial instrument for deposit account overdraft privilege is represented by the overdraft privilege amount disclosed to the deposit account holder. The following table presents a summary of the Banks commitments and contingent l …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Stock Options and Other Equity-Based Incentive Instruments On April 16, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (2024 Plan) which was approved by shareholders on May 23, 2024. The 2024 Plan allows for up to 1,200,000 shares to be issued in connection with equity-based incentives. In conjunction with shareholder approval of the 2024 Plan, the 2019 Equity Incentive Plan (2019 Plan), which allowed for up to 1,500,000 shares to be issued in connection with equity-based incentives, is no longer available for grant issuances. While no new awards can be granted under the 2019 Plan, existing grants continue to be governed by the terms, conditions and procedures set forth in any applicable award agreement. Stock option activity is summarized in the following table for the dates indicated: Number of Shares Option Price per Share Weighted Average Exercise Price Outstanding at January 1, 2024 7,500 $23.21 $ 23.21 Options granted Options exercised (7,500) $23.21 $ 23.21 Options forfeited Outstanding at December 31, 2024 $0.00 $ Options granted Options exercised Options forfeited Outstanding at December 31, 2025 $ $ The Company did not modify any options grants during the three-year period ended December 31, 2025. The following table shows the total intrinsic value of options exercised, the total fair value of options vested, total compensation costs for options recognized in income, total tax benefit and excess tax benefits recognized in income related to compe …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurement The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, income approach, and/or the cost approach. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Securities available-for-sale and mortgage servicing rights are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or impairment write-downs of individual assets. The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observable nature of the assumptions used to determine fair value. These levels are: Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets. Level 2 Valuation is based upon quoted prices for similar instrumen …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Other Intangible Assets The following table summarizes the Companys goodwill intangible as of the dates indicated: (in thousands) December 31, 2025 Additions Reductions December 31, 2024 Goodwill $ 304,442 $ $ $ 304,442 Impairment exists when a Companys carrying value exceeds its fair value. Goodwill is evaluated for impairment annually. At September 30, 2025, the Company had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the Company exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeds its carrying value, resulting in no impairment. For each of the years in the three year period ended December 31, 2025, there were no impairment charges recognized. The following table summarizes the Companys core deposit intangibles (CDI) as of the dates indicated: (in thousands) December 31, 2025 December 31, 2024 Core deposit intangibles, gross $ 38,240 $ 38,240 Fully amortized portion Core deposit intangibles, gross ending balance 38,240 38,240 Accumulated amortization, gross (31,808) (27,688) Fully amortized portion Amortization expense (1,961) (4,120) Accumulated amortization, gross ending balance (33,769) (31,808) Core deposit intangible, net $ 4,471 $ 6,432 The Company's remaining net CDI balance of $4.5 million as of December 31, 2025 reflects gross balances record …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes The components of consolidated income tax expense are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Current tax expense Federal $ 23,353 $ 23,128 $ 26,133 State 18,703 17,754 19,781 $ 42,056 40,882 45,914 Deferred tax expense Federal 1,095 512 (1,330) State 1,450 (1,158) (1,069) 2,545 (646) (2,399) Total tax expense $ 44,601 $ 40,236 $ 43,515 A deferred tax asset or liability is recognized for the tax consequences of temporary differences in the recognition of revenue and expense for financial and tax reporting purposes. The net change during the year in the deferred tax asset or liability results in a deferred tax expense or benefit. The Company recognized, as components of tax expense, tax credits and other tax benefits, and amortization expense relating to our investments in Qualified Affordable Housing Projects as follows for the periods indicated (in thousands): Year Ended December 31, 2025 2024 2023 Tax credits and other tax benefits decrease in tax expense $ (13,139) $ (11,650) $ (10,857) Amortization increase in tax expense $ 13,000 $ 10,762 $ 9,092 The carrying value of Low Income Housing Tax Credit Funds was $122.8 million and $109.1 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company has committed to make additional capital contributions to the Low Income Housing Tax Credit Funds in the amount of $59.0 million, and these contributions are expected to be made over the next several years. The p …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The following table presents the components of lease expense for the periods indicated: Year ended December 31, (in thousands) 2025 2024 Operating lease cost $ 5,864 $ 5,730 Short-term lease cost 216 216 Variable lease cost (income) (30) 4 Total lease cost $ 6,050 $ 5,950 The following table presents supplemental cash flow information related to leases as of the periods ended: Year ended December 31, (in thousands) 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6,185 $ 6,170 ROUA obtained in exchange for operating lease liabilities $ 6,894 $ 2,226 The following table presents the weighted average operating lease term and discount rate as of the periods ended: Year ended December 31, 2025 2024 Weighted-average remaining lease term 7.4 years 7.6 years Weighted-average discount rate 3.8 % 3.5 % At December 31, 2025, future expected operating lease payments are as follows (in thousands): Periods ending December 31, 2026 $ 6,149 2027 5,528 2028 4,279 2029 3,007 2030 2,630 Thereafter 9,937 31,530 Discount for present value of expected cash flows (4,252) Lease liability at December 31, 2025 $ 27,278

LesseeOperatingLeasesTextBlock

"Accounting Standards Update Accounting standards adopted in the current period Standard Summary of Guidance Effects on financial statements ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria. The amount of net income taxes paid for federal, state, and foreign taxes, as well as the amount paid to any jurisdiction that net taxes exceed a 5% quantitative threshold. The amendments will require the disclosure of pre-tax income disaggregated between domestic and foreign, as well as income tax expense disaggregated by federal, state, and foreign. The amendment also eliminates certain disclosures related to unrecognized tax benefits and certain temporary differences. The Company adopted the ASU for the annual reporting period beginning on January 1, 2025, as reflected within Note 19, Income Taxes. Accounting standards yet to be adopted Standard Summary of Guidance Effects on financial statements ASU 2025-08 - Financial Instruments, Credit Losses (Topic 326): Purchased Loans Expands the use of the gross-up method for accounting for certain acquired loans, specifically purchased seasoned loans (""PSLs""). The ASU is effective for annual reporting periods beginning after December …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Retirement Plans 401(k) Plan The Company sponsors a 401(k) Plan whereby substantially all employees aged 21 and over with 90 days of service may participate. Participants may contribute a portion of their compensation subject to certain limits based on federal tax laws. The Company provides a discretionary matching contribution equal to 50% of participants elective deferrals, up to 4% of eligible compensation. The Company recorded salaries & benefits expense attributable to the 401(k) Plan matching contributions for the years ended: Year Ended December 31, (in thousands) 2025 2024 2023 401(k) Plan benefits expense $ 1,515 $ 1,705 $ 1,767 401(k) Plan contributions made by the Company $ 1,548 $ 1,752 $ 1,524 Employee Stock Ownership Plan Substantially all employees with at least one year of service are covered by a discretionary employee stock ownership plan (ESOP). Company shares owned by the ESOP are paid dividends and included in the calculation of earnings per share as common shares outstanding. Contributions are made to the plan at the discretion of the Board of Directors. Expenses related to the Companys ESOP, included in benefits and other compensation costs under salaries and benefits expense, and contributions to the plan for the years ended were: Year Ended December 31, (in thousands) 2025 2024 2023 ESOP benefits expense $ 3,136 $ 3,514 $ 3,075 ESOP contributions made by the Company $ 2,661 $ 3,640 $ 2,977 Deferred Compensation Plans The Company has deferred compe …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Related Party Transactions In the ordinary course of business, the Bank has made loans to certain of its directors and executive officers (and their associated and affiliated companies). All such loans have been made in accordance with regulatory requirements. The following table summarizes the activity in these loans for the periods indicated: (in thousands) Balance January 1, 2024 $ 1,533 Advances/new loans 1,257 Removed/payments (335) Balance December 31, 2024 2,455 Advances/new loans 30 Removed/payments (852) Balance December 31, 2025 $ 1,633 Deposits of directors, officers and other related parties to the Bank totaled $35.0 million and $33.1 million at December 31, 2025 and 2024, respectively.

RelatedPartyTransactionsDisclosureTextBlock

Segment Information The Company's reportable segment is determined by the Chief Executive Officer, who is designated the chief operating decision maker, based upon information provided about the Company's products and services offered, primary banking operations. The segment is also distinguished by the level of information provided to the chief operation decision maker, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessing performance and in establishing compensation. Loans and investments are the primary sources of revenue in the banking operation. Interest expense on deposits and borrowings, provisions for credit losses, and payroll comprise the significant expenses in the banking operation. Al …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Summary of Significant Accounting Policies Description of Business and Basis of Presentation TriCo Bancshares (the Company or we) is a California corporation organized to act as a bank holding company for Tri Counties Bank (the Bank). The Company and the Bank are headquartered in Chico, California. The Bank is a California-chartered bank that is engaged in the general commercial and retail banking business in 31 California counties. The consolidated financial statements are prepared in accordance with accounting policies generally accepted in the United States of America and general practices in the banking industry. All adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. The financial statements include the accounts of the Company and its wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated in consolidation. The Company has two capital subsidiary business trusts (collectively, the Trusts) organized by the Company that issued trust preferred securities. For financial reporting purposes, the Companys investments in the Trusts of $1.2 million are accounted for under the equity method and, accordingly, are included in other assets on the consolidated balance sheets. The subordinated debentures issued and guaranteed by the Company and held by the Trusts are reflected as debt on the Companys consolidated balance sheets. Use of Estimates in the Pre …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"Shareholders Equity Dividends Paid The Bank paid to the Company cash dividends in the aggregate amounts of $133.4 million, $71.2 million, and $52.8 million in 2025, 2024, and 2023, respectively. The Bank is regulated by the Federal Deposit Insurance Corporation (FDIC) and the State of California Department of Financial Protection & Innovation (the DFPI). Absent approval from the Commissioner of the DFPI, California banking laws generally limit the Banks ability to pay dividends to the lesser of (1) retained earnings or (2) net income for the last three fiscal years, less cash distributions paid during such period. Under this law, at December 31, 2025, the Bank could have paid additional dividends totaling $110.9 million to the Company without the approval of the Commissioner of the DFPI. Stock Repurchase Program The Company's Board of Directors has approved the authorization to repurchase up to 2,000,000 shares of the Companys common stock (the ""2025 Repurchase Program"" or the ""2025 Program""). The Companys 2025 Share Repurchase Program replaces and supersedes the 2021 Share Repurchase Program which has been terminated as of December 31, 2025. The actual timing of any share repurchases will be determined by the Company's management and therefore the total value of the shares to be purchased under the 2025 Program is subject to change. The 2025 Program has no expiration date but the Board may suspend or discontinue the program at any time. There were no shares repurcha …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies The following table presents a summary of the Banks commitments and contingent liabilities: (in thousands) September 30, 2025 December 31, 2024 Financial instruments whose amounts represent risk: Commitments to extend credit: Commercial loans $ 856,172 $ 788,491 Consumer loans 605,934 627,681 Real estate mortgage loans 436,098 419,172 Real estate construction loans 218,500 272,308 Standby letters of credit 39,552 39,804 Deposit account overdraft privilege 125,823 121,006 In April 2024, Visa Inc. announced the commencement of an exchange offer for Visa Class B-1 common stock and the Company subsequently tendered all of its Visa Class B-1 common stock in exchange for a combination of Visa Class B-2 common stock and Visa Class C common stock. Completion of the exchange resulted in a gain of $2.9 million relating to the Visa Class C common stock during 2024. Visa Class B-2 common stock continues to be carried at zero. The Bank owns 6,698 shares of Class B-2 common stock of Visa Inc. which may be convertible into Class A common stock at a conversion ratio of 1.5223 per Class B-2 share. As of September 30, 2025, the value of the Class A shares was $341.38 per share. Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $3.5 million as of September 30, 2025, and has not been reflected in the accompanying consolidated financial statements. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Stock Options and Other Equity-Based Incentive Instruments On April 16, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan (2024 Plan) which was approved by shareholders on May 23, 2024. The 2024 Plan allows for up to 1,200,000 shares to be issued in connection with equity-based incentives. In conjunction with shareholder approval of the 2024 Plan, the 2019 Equity Incentive Plan (2019 Plan), which allowed for up to 1,500,000 shares to be issued in connection with equity-based incentives, is no longer available for grant issuances. While no new awards can be granted under the 2019 Plan, existing grants continue to be governed by the terms, conditions and procedures set forth in any applicable award agreement. There were no stock options outstanding as of September 30, 2025 and December 31, 2024 . The Company did not modify any option grants during the nine months ended September 30, 2025 or 2024. Activity related to restricted stock unit awards during the nine months ended September 30, 2025 is summarized in the following table: Service Condition Vesting RSUs Market Plus Service Condition Vesting RSUs Outstanding at December 31, 2024 152,572 144,715 RSUs granted 81,060 49,692 RSUs added through dividend and performance credits 3,585 RSUs released (75,845) (7,911) RSUs forfeited (7,593) (8,628) Outstanding at September 30, 2025 153,779 177,868 The 153,779 of service condition vesting RSUs outstanding as of September 30, 2025 include a feature whereby each RSU o …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurement The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, income approach, and/or the cost approach. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Marketable equity securities, trading securities, debt securities available-for-sale, loans held for sale, and mortgage servicing rights are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application impairment write-downs of individual assets. The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observable nature of the assumptions used to determine fair value. These levels are: Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets. Level 2 - Valuation is based upon quoted prices for s …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Leases The Company records a ROUA on the consolidated balance sheets for those leases that convey rights to control use of identified assets for a period of time in exchange for consideration. The Company also records a lease liability on the consolidated balance sheets for the present value of future payment commitments. All of the Companys leases are comprised of operating leases in which the Company is lessee of real estate property for branches, ATM locations, and general administration and operations. The Company has elected not to include short-term leases (i.e. leases with initial terms of 12 month or less) within the ROUA and lease liability. The following table presents the components of lease expense for the periods ended: Three months ended September 30, Nine months ended September 30, (in thousands) 2025 2024 2025 2024 Operating lease cost $ 1,483 $ 1,416 $ 4,301 $ 4,315 Short-term lease cost 68 52 163 159 Variable lease cost (income) (5) (15) (21) 8 Total lease cost $ 1,546 $ 1,453 $ 4,443 $ 4,482 The following table presents supplemental cash flow information related to leases for the periods ended: Three months ended September 30, Nine months ended September 30, (in thousands) 2025 2024 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,587 $ 1,511 $ 4,583 $ 4,658 ROUA obtained in exchange for operating lease liabilities $ 4,994 $ 800 $ 6,000 $ 2,226 The following table presents the we …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Accounting Standards Update Accounting standards adopted in the current period Standard Summary of Guidance Effects on financial statements None Accounting standards yet to be adopted Standard Summary of Guidance Effects on financial statements ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria. Requires disclosure of the amount of net income taxes paid for federal, state, and foreign taxes, including amounts in each jurisdiction where net taxes paid are equal to or greater than a 5% quantitative threshold. Requires disclosure of pre-tax income disaggregated between domestic and foreign tax jurisdictions, as well as income tax expense disaggregated by federal, state, and foreign jurisdictions. Effective for fiscal years beginning after December 15, 2024, with first disclosure additions to be included in the 2025 Annual Report on Form 10-K. The amendments should be applied on a prospective basis, but retrospective application is permitted. The adoption is not expected to result in a material impact on the Company's consolidated financial statements. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Segment Information The Company's reportable segment is determined by the Chief Executive Officer, who is designated as the CODM, based upon information provided about the Company's products and services offered, primary banking operations. Segment performance is evaluated using consolidated net income. Information reported internally for performance assessment by the CODM follows, inclusive of reconciliations of the banking segment totals to the financial statements. Three months ended September 30, Nine months ended September 30, (in thousands) 2025 2024 2025 2024 Interest income $ 119,987 $ 117,347 $ 350,425 $ 349,796 Reconciliation of revenue: Other revenues 18,007 16,495 51,170 48,132 Total consolidated revenues 137,994 133,842 401,595 397,928 Less: Interest expense 30,432 34,736 91,809 102,452 Segment net interest income and noninterest income 107,562 99,106 309,786 295,476 Less: Provision for credit losses 670 220 9,063 4,930 Salaries and benefits expense 37,729 35,550 112,870 105,255 Other banking segment items 22,695 23,937 68,270 69,075 Provision for income taxes 12,449 10,348 31,659 30,382 Segment net income/consolidated net income $ 34,019 $ 29,051 $ 87,924 $ 85,834 As of September 30, 2025 2024 Reconciliation of assets: Total assets for reportable segment $ 9,878,836 $ 9,823,890 Other assets Total consolidated assets $ 9,878,836 $ 9,823,890 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies Description of Business and Basis of Presentation TriCo Bancshares (the Company or we) is a California corporation organized to act as a bank holding company for Tri Counties Bank (the Bank). The Company and the Bank are headquartered in Chico, California. The Bank is a California-chartered bank that is engaged in the general commercial banking business in 31 California counties. The consolidated financial statements are prepared in accordance with accounting policies generally accepted in the United States of America and general practices in the banking industry. All adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. The financial statements include the accounts of the Company. All inter-company accounts and transactions have been eliminated in consolidation. The Company maintains two capital subsidiary business trusts (collectively, the Capital Trusts), both organized by the Company. For financial reporting purposes, the Companys remaining investments in the Capital Trusts of $1.2 million are accounted for under the equity method and, accordingly, are not consolidated and are included in other assets on the consolidated balance sheet. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Ma …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Shareholders Equity Dividends Paid The Bank paid to the Company cash dividends in the aggregate amounts of $72.4 million and $10.5 million during the three months ended September 30, 2025 and 2024, respectively, and during the equivalent nine month periods paid $112.9 million and $54.4 million, respectively. The Bank is regulated by the FDIC and the DFPI. Absent approval from the Commissioner of the DFPI, California banking laws generally limit the Banks ability to pay dividends to the lesser of (1) retained earnings or (2) net income for the last three fiscal years, less cash distributions paid during such period. Stock Repurchase Plan On February 25, 2021, the Board of Directors authorized the repurchase of up to 2.0 million shares of the Company's common stock (the 2021 Repurchase Plan), which approximated 6.7% of the shares outstanding as of the approval date. The actual timing of any share repurchases can be determined by the Company's management and therefore the total value of the shares to be purchased under the 2021 Repurchase Plan is subject to change. The 2021 Repurchase Plan has no expiration date (in accordance with applicable laws and regulations). During the three and nine months ended September 30, 2025, the Company repurchased 52,106 and 521,738 shares with market values of $2.3 million and $21.3 million, respectively. During the three and nine months ended and September 30, 2024, the Company repurchased zero and 344,324 shares with market values of zero and …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing