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NASDAQ: FHB FIRST HAWAIIAN, INC. 8-K

First Hawaiian to acquire TriCo Bancshares for $2.0B in all-stock deal, creating $34B bank

Filed July 13, 2026 · Period ending July 12, 2026 · ~2 min read

5 key changes 3 high relevance 5 sections

Key Changes

  • high

    First Hawaiian will acquire TriCo Bancshares in an all-stock transaction valued at $2.0 billion, exchanging 2.095 FHB shares for each TriCo share ($63.12/share, 1.98x tangible book). Combined entity will have $34B in assets across Hawaii and California, with FHB shareholders owning ~65% and TriCo shareholders ~35%.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • high

    Deal expected to be ~6% accretive to 2027 EPS with full cost synergies ($61M pre-tax annually, 25% of TriCo's non-interest expense), generating high-teens IRR. Tangible book value per share dilution of 4.7% earns back in 2.8 years. One-time merger costs of $125M.

    Exhibit 99.2 view on EDGAR →
  • high

    Acquisition gives First Hawaiian immediate California scale through TriCo's 68 branches serving 31 counties. TriCo holds #8 deposit ranking in its counties with 15% deposit-weighted market share, including #1 share in 2 MSAs. Combined company becomes 6th largest Western U.S. bank by deposits.

    Exhibit 99.2 view on EDGAR →
  • medium

    Pro forma deposit franchise ranks top decile with 1.23% cost of deposits (19th of 206 banks), 31% noninterest-bearing composition, 93% core-funded with no brokered deposits. Loan-to-deposit ratio of 74% vs. 88% industry median provides excess liquidity for growth.

    Exhibit 99.2 view on EDGAR →
  • medium

    Board authorized $200M stock repurchase program with no expiration date, executable through open market purchases, private transactions, or block purchases. Program may be suspended or discontinued at any time.

    Item 8.01 — Other Events verify on EDGAR →

Summary

First Hawaiian announced a transformative $2.0 billion all-stock acquisition of TriCo Bancshares that will create a $34 billion banking franchise spanning Hawaii and California. The deal exchanges 2.095 First Hawaiian shares for each TriCo share, valuing TriCo at $63.12 per share and 1.98x tangible book value.

The transaction immediately scales First Hawaiian's mainland presence through TriCo's 68 California branches serving 31 counties, where TriCo holds the #8 deposit ranking with 15% market share and #1 share in two MSAs. The combined company becomes the sixth-largest bank headquartered in the Western U.S. by deposits.

The financial case is compelling: management projects approximately 6% accretion to 2027 earnings per share with full cost synergies, a high-teens internal rate of return, and tangible book value dilution of 4.7% earning back in 2.8 years. First Hawaiian expects $61 million in annual pre-tax cost synergies (25% of TriCo's non-interest expense base), phased in 50% during 2027 and 100% thereafter, against $125 million in one-time merger costs. The pro forma deposit franchise ranks top decile among regional banks with a 1.23% cost of deposits, 31% noninterest-bearing composition, and a 74% loan-to-deposit ratio that provides significant excess liquidity versus the 88% industry median. Four TriCo directors including CEO Rick Smith will join First Hawaiian's board, Tri Counties Bank will retain its California branding, and no branch closures are planned. The transaction requires shareholder and regulatory approvals and is expected to close by year-end 2026. Separately, the board authorized a $200 million stock repurchase program with no expiration date.

Section-by-Section Diff

Event · Exhibit 99.2

2 Added
Added Financial impact and synergies high

Added in current filing · view on EDGAR → · paraphrased

~6% 2027E EPS Accretion (Full Cost Synergies) High - teens Internal Rate of Return (4.7%) TBVPS Dilution 2.8 years Earnback... Cost synergies of $61mm (pre - tax), 25% of TriCo's 2026E NIE – 50% phased in 2027, 100% thereafter... One - time costs of $125mm (pre - tax); modeled to occur at close... 1.35%+ 1.32% 1.19%... ROAA ROATCE 2 Efficiency Ratio Pro Forma 1 Pro Forma 1 Pro Forma 1... 18%+ 15.6% 12.6% <50% 56% 57%

The transaction is expected to be approximately 6% accretive to 2027 earnings per share with full cost synergies, generating a high-teens internal rate of return. Tangible book value per share dilution of 4.7% is expected to earn back in 2.8 years. First Hawaiian projects $61 million in pre-tax annual cost synergies (25% of TriCo's non-interest expense), phased in 50% in 2027 and 100% thereafter, with $125 million in one-time merger costs. Pro forma 2027 profitability metrics include 1.35%+ return on average assets, 18%+ return on average tangible common equity, and sub-50% efficiency ratio, all top-quartile among peers.

Added Governance and timing medium

Added in current filing · view on EDGAR →

Board of Directors – 4 directors from TriCo, including CEO Rick Smith, to join the First Hawaiian Board of Directors • Leadership – Senior leadership positions for Rick Smith, Dan Bailey and Peter Wiese • Branding – Tri Counties Bank to retain branding in California ... Approvals – Subject to receipt of approvals from First Hawaiian and TriCo shareholders and customary regulatory approvals • Closing – Estimated by the end of 2026

Four TriCo directors, including CEO Rick Smith, will join First Hawaiian's Board. TriCo executives Rick Smith, Dan Bailey, and Peter Wiese will assume senior leadership positions, and Tri Counties Bank will retain its branding in California. The transaction requires shareholder approvals from both companies and customary regulatory approvals, with closing estimated by the end of 2026.

Event · Exhibit 99.1

First Hawaiian to acquire TriCo Bancshares in all-stock deal creating $34B asset bank; Q2 2026 prelim results show EPS $0.60, NIM 3.25%.

4 Added
Added Board composition post-merger medium

Added in current filing · view on EDGAR →

Four current TriCo directors, including Rick Smith, will join the First Hawaiian and First Hawaiian Bank Boards of Directors, with the remaining three to be mutually agreed upon by First Hawaiian and TriCo prior to the closing.

Four current TriCo directors, including CEO Rick Smith, will join First Hawaiian's board, with three additional directors to be mutually agreed upon before closing. This ensures TriCo representation in governance of the combined entity and signals continuity for TriCo stakeholders.

Added Q2 2026 preliminary results high

Added in current filing · view on EDGAR →

Continued earnings growth, with net income of $73.4 million and diluted EPS of $0.60, compared to net income of $67.8 million and diluted EPS of $0.55 in the prior quarter ... Net interest margin expanded by 6 bps QoQ to 3.25% ... Return on average assets improved to 1.23%, up 9 bps from 1.14% in the prior quarter ... Return on average tangible common equity of 16.3%, compared to 15.3% in the prior quarter

First Hawaiian's preliminary Q2 2026 results show net income of $73.4 million (diluted EPS $0.60), up from $67.8 million ($0.55 EPS) in Q1. Net interest margin expanded 6 basis points to 3.25%, return on average assets improved to 1.23% (up 9 bps), and return on average tangible common equity reached 16.3% (up from 15.3%). These results indicate improving profitability and efficiency ahead of the TriCo acquisition announcement.

Added Deposit cost and balance sheet metrics medium

Added in current filing · view on EDGAR →

Cost of deposits improved 2 basis points to 1.20% from 1.22% in the prior quarter ... Gross loans increased to $14.6 billion, compared to $14.4 billion in the prior quarter ... Book value per share increased to $23.22, up from $22.75 in the prior quarter ... Tangible book value per share of $15.04, reflecting 3% QoQ growth

First Hawaiian's cost of deposits declined 2 basis points to 1.20%, while gross loans grew to $14.6 billion from $14.4 billion. Book value per share increased to $23.22 (from $22.75) and tangible book value per share reached $15.04 (3% quarter-over-quarter growth). These metrics reflect improving funding costs and balance sheet strength entering the merger.

Added Operational continuity commitments medium

Added in current filing · view on EDGAR →

To ensure business and client continuity, leadership will include representation from both organizations and First Hawaiian will retain Tri Counties Bank branding on the mainland. There are no expected branch closings associated with the transaction and TriCo’s commitment to its communities is not expected to change.

First Hawaiian commits to retaining Tri Counties Bank branding on the mainland, no branch closures, and maintaining TriCo's community commitments. Leadership will include representation from both organizations. This approach prioritizes customer and employee continuity over immediate cost synergies.

Event · Item 7.01 — Regulation FD Disclosure

~400 words

First Hawaiian announces merger agreement with TriCo Bancshares in a two-step transaction combining the companies and their banking subsidiaries.

1 Added
Added Merger agreement with TriCo Bancshares high

Added in current filing · verify on EDGAR →

On July 12, 2026, FHI entered into an Agreement and Plan of Reorganization and Merger, dated as of July 12, 2026 (the “Merger Agreement”), by and among FHI, TriCo and Horizon Merger Sub, Inc., a California corporation and a wholly owned subsidiary of FHI (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, (i) Merger Sub will merge with and into TriCo (the “Merger”), with TriCo surviving the Merger (the “Surviving Corporation”), (ii) immediately following the Merger, the Surviving Corporation will be merged with and into FHI (the “Second Step Merger”), with FHI continuing as the surviving entity in the Second Step Merger and (iii) promptly following the Second Step Merger, Tri Counties Bank, a California state-chartered non-member bank and wholly owned subsidiary of TriCo, will merge with and into First Hawaiian Bank, a Hawaii state-chartered non-member bank and wholly owned subsidiary of FHI, with First Hawaiian Bank continuing as the surviving bank.

First Hawaiian has entered into a definitive merger agreement to acquire TriCo Bancshares through a two-step merger structure. The transaction will result in First Hawaiian as the surviving company and First Hawaiian Bank as the surviving bank after Tri Counties Bank merges into it. The deal was announced via joint press release and investor presentation materials.

Event · Item 8.01 — Other Events

~100 words

First Hawaiian announced preliminary Q2 2026 results and a $200M stock repurchase program, with full earnings release scheduled for July 24, 2026.

3 Added
Added Q2 2026 preliminary results high

Added in current filing · verify on EDGAR →

The preliminary second quarter 2026 financial information included in the Press Release and the Investor Presentation is being provided prior to the completion of FHI’s standard quarter-end closing procedures and review by its independent registered public accounting firm. These preliminary results are estimates based on information available to management of FHI as of the date of the Press Release and are subject to change upon completion of FHI's standard closing procedures and review by its independent registered public accounting firm.

First Hawaiian disclosed preliminary financial results for the second quarter ended June 30, 2026, before completing standard closing procedures and independent audit review. The company cautioned that final results may differ from these preliminary estimates and expects to issue the full earnings release on July 24, 2026.

Added Stock repurchase program high

Added in current filing · view on EDGAR → · paraphrased

On July 12, 2026, the Board of Directors of First Hawaiian, Inc. (the "Company" or "FHI") authorized a stock repurchase program (the "Repurchase Program") under which the Company may repurchase up to $200 million of its outstanding common stock.

The Board authorized a new stock repurchase program allowing the company to buy back up to $200 million of its common stock. This represents a capital allocation decision to return cash to shareholders through share buybacks.

Added Repurchase program terms medium

Added in current filing · view on EDGAR → · paraphrased

The Repurchase Program has no expiration date and may be suspended or discontinued at any time. Repurchases under the Repurchase Program may be made through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

The repurchase program has no set expiration date and can be suspended or discontinued at management's discretion. The company may execute buybacks through various methods including open market purchases, private transactions, or block purchases, subject to federal securities law requirements.

Event · Item 2.02 — Results of Operations and Financial Condition

~50 words

FHI announced preliminary Q2 2026 financial results and a transaction, with full details not provided in this excerpt.

1 Added
Added Q2 2026 preliminary results medium

Added in current filing · verify on EDGAR →

On July 13, 2026, First Hawaiian, Inc., a Delaware corporation (“FHI”), announced preliminary second quarter financial results for the quarter ended June 30, 2026

FHI disclosed preliminary financial results for the second quarter ended June 30, 2026. The filing does not provide the actual financial figures or metrics in the excerpt provided, indicating this is an announcement of results to be detailed elsewhere, likely in an attached press release or exhibit.

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