TriCo Bancshares to be acquired by First Hawaiian for $63.12/share in all-stock merger

TriCo Bancshares, a California corporation (“TriCo”), and First Hawaiian, Inc., a Delaware corporation (“FHI”), issued a joint press release announcing the execution of an Agreement and Plan of Reorganization and Merger, dated as of July 12, 2026 (the “Merger Agreement”), by and among TriCo, FHI 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 (the “Bank Merger” and together with the Merger and the Second Step Merger, the “Proposed Transaction”), with First Hawaiian Bank continuing as the surviving bank in the Bank Merger.

In connection with the announcement of the Merger Agreement, TriCo and FHI intend to provide supplemental information regarding the Proposed Transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are furnished as Exhibit 99.2 and are incorporated herein by reference.

First Hawaiian, Inc. (NASDAQ: FHB) ("First Hawaiian"), parent company of First Hawaiian Bank, and TriCo Bancshares (NASDAQ: TCBK) ("TriCo"), parent company of Tri Counties Bank, today announced they have entered into a definitive agreement pursuant to which First Hawaiian will acquire TriCo in an all-stock transaction. ... Pursuant to the terms of the agreement, TriCo’s shareholders will receive 2.095 First Hawaiian shares for each TriCo share, representing $63.12 per share as of First Hawaiian’s closing stock price on July 10, 2026. Upon closing of the transaction, First Hawaiian and TriCo shareholders are expected to own approximately 65% and 35%, respectively, of the combined company.

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.

The Boards of Directors of First Hawaiian and TriCo unanimously approved the definitive agreement and the parties expect to close the transaction by the end of 2026, subject to the receipt of required regulatory approvals, approval by First Hawaiian and TriCo shareholders and the satisfaction of customary closing conditions.

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.

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 ... Gross loans increased to $14.6 billion, compared to $14.4 billion in the prior quarter

Consideration mix – 100% common stock • Fixed exchange ratio – 2.095 shares of FHB common stock to be exchanged for each share of TCBK common stock • Pro forma ownership 1 – ~65% FHB shareholders / ~35% TCBK shareholders

Consideration – $63.12 per share 2 or $2,022mm in aggregate transaction value • Price / TBV – 1.98x • Price / 2027E EPS – 14.4x • Price / fully - synergized 2027E EPS 3 – 10.7x

Cost synergies of $61mm (pre - tax), 25% of TriCo’s 2026E NIE – 50% phased in 2027, 100% thereafter • Revenue synergies identified; not modeled • One - time costs of $125mm (pre - tax); modeled to occur at close

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