NASDAQ: FHB FIRST HAWAIIAN, INC. 8-K

First Hawaiian to acquire TriCo Bancshares in all-stock merger at 2.095 exchange ratio

Filed July 15, 2026 · Period ending July 12, 2026 · ~1 min read

Key Changes

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First Hawaiian entered into a definitive merger agreement to acquire TriCo Bancshares. TriCo shareholders will receive 2.095 shares of FHB common stock for each TriCo share in an all-stock transaction.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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The fixed 2.095 exchange ratio means TriCo shareholders will participate in FHB stock price movements between signing and closing, with no collar or price protection mechanism disclosed.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Four TriCo directors will join the First Hawaiian board at closing, providing TriCo representation in the combined company's governance structure.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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Either party may owe an $80 million termination fee if the merger agreement is terminated under specified circumstances, creating mutual deal protection.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
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All TriCo directors signed voting agreements committing their shares to support the merger and restricting share sales until closing or termination.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

First Hawaiian has entered into a definitive agreement to acquire TriCo Bancshares in an all-stock merger. TriCo shareholders will receive 2.095 shares of First Hawaiian common stock for each TriCo share they own. The fixed exchange ratio means the deal value will fluctuate with FHB's stock price between now and closing—TriCo shareholders take on FHB's equity risk with no disclosed collar or floor.

Following the corporate merger, Tri Counties Bank will merge into First Hawaiian Bank and operate as a division. For FHB shareholders, this is a material acquisition that will dilute existing ownership and expand the company's geographic footprint. Four TriCo directors will join the First Hawaiian board at closing, shifting board composition.

The $80 million mutual termination fee and director voting agreements covering TriCo board members' shares provide deal certainty, though shareholders of both companies will need to approve the transaction. Watch for the proxy filing with deal rationale, pro forma financials, cost synergies, and revenue assumptions that will determine whether the 2.095 exchange ratio creates or destroys value for FHB holders.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~2,500 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

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Added TriCo Bancshares acquisition high

Added in current filing · verify on EDGAR →

On July 12, 2026, First Hawaiian, Inc., a Delaware corporation (“FHI”), entered into an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) with TriCo Bancshares, a California corporation (“TriCo”), and Horizon Merger Sub, Inc., a California corporation and a direct, wholly owned subsidiary of FHI (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into TriCo (the “Merger”), with TriCo surviving the Merger (the “Surviving Corporation”), and immediately following the Merger, the Surviving Corporation will merge with and into FHI (the “Second Step Merger”, and together with the Merger, the “Mergers”), with FHI continuing as the surviving entity in the Second Step Merger.

First Hawaiian, Inc. has entered into a definitive merger agreement to acquire TriCo Bancshares through a two-step merger structure. TriCo will first merge with FHI's merger subsidiary, then the surviving entity will merge into FHI, with FHI continuing as the surviving company. Following the corporate merger, Tri Counties Bank will merge into First Hawaiian Bank and operate as a division.

Added Merger consideration high

Added in current filing · verify on EDGAR →

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value per share, of TriCo (“TriCo Common Stock”) outstanding immediately prior to the Effective Time, subject to certain exceptions, will be converted into the right to receive 2.095 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of FHI (“FHI Common Stock”).

TriCo shareholders will receive 2.095 shares of First Hawaiian common stock for each share of TriCo common stock they own. This is an all-stock transaction with cash paid only for fractional shares. The fixed exchange ratio means TriCo shareholders will participate in any stock price movements of FHI between signing and closing.

Added Termination fee medium

Added in current filing · verify on EDGAR →

The Merger Agreement provides certain termination rights for both FHI and TriCo and further provides that a termination fee of $80,000,000 will be payable by either FHI or TriCo in the event of termination of the Merger Agreement under certain circumstances.

Either party may owe an $80 million termination fee if the merger agreement is terminated under specified circumstances. This mutual break fee structure protects both companies from deal abandonment and provides compensation if the transaction fails to close due to certain triggering events.

Added Director voting agreements medium

Added in current filing · verify on EDGAR → · paraphrased

On July 12, 2026, concurrently with the execution of the Merger Agreement, FHI entered into voting and support agreements with each member of the TriCo board of directors (the "Voting and Support Agreements"), on identical terms except for the identity of the TriCo director signing the relevant agreement. The Voting and Support Agreements require, among other things, that each of the directors party thereto (in such directors' capacity as shareholders only) (a) vote all of the shares of TriCo Common Stock owned by them: (i) in favor of the adoption of the Merger Agreement and (ii) against alternative transactions or other proposals that could prevent or materially delay the Merger, (b) grant a corresponding proxy with respect to their shares under certain circumstances and (c) not, directly or indirectly, sell, assign, transfer or otherwise dispose of their shares of TriCo Common Stock, subject to certain exceptions.

All TriCo directors have signed voting agreements committing their shares to support the merger and vote against competing proposals. They are also restricted from selling their TriCo shares until the transaction closes or the merger agreement terminates. These agreements help secure shareholder approval and prevent competing bids.