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Red Flags Detected

  • Fixed Exchange Ratio (new) — The exchange ratio is fixed at 2.095, so the value of consideration TriCo shareholders receive will fluctuate with First Hawaiian's stock price and cannot be known at the time of shareholder votes.
  • Post-merger Ownership Split (new) — Existing First Hawaiian stockholders will be diluted to about 65% ownership, with former TriCo shareholders holding about 35%, reducing each group's relative voting power.
  • Executive Compensation and Retention (new) — TriCo's CEO receives a $2.5 million single-trigger cash bonus and a $6 million RSU grant upon closing, in addition to other change-in-control payments, which are significant costs to the combined company.
NASDAQ: FHB FIRST HAWAIIAN, INC. 424B3

First Hawaiian to acquire TriCo Bancshares in all-stock deal valued at $1.5B; TriCo holders get 2.095 FHB shares each

Filed September 16, 2026 · ~1 min read

Key Changes

  • high

    TriCo shareholders will receive 2.095 First Hawaiian shares per TriCo share, a fixed ratio that makes the deal's value fluctuate with FHB's stock price.

    Risk Factors verify on EDGAR →
  • high

    Post-merger, existing First Hawaiian stockholders will own about 65% and former TriCo shareholders about 35% of the combined company.

    Risk Factors verify on EDGAR →
  • high

    TriCo CEO Richard Smith gets a $2.5M cash bonus at closing plus a $6M restricted stock unit grant vesting over three years.

    Risk Factors verify on EDGAR →

2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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View original filing on SEC.gov

Figures/quotes linked to EDGAR · Narrative written by AI · Sep 16, 2026 · How we verify