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Get filing alertsTriCo Bancshares to be acquired by First Hawaiian in all-stock merger at 2.095x exchange ratio
Filed July 15, 2026 · Period ending July 12, 2026 · ~1 min read
Key Changes
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TriCo shareholders will receive 2.095 shares of First Hawaiian common stock for each TriCo share in an all-stock transaction with no collar or adjustment mechanism.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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CEO Richard P. Smith granted $2.5M transaction bonus payable at merger closing in cash, restricted stock units, or combination, contingent on continued employment through closing.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Either party may owe $80M termination fee if merger agreement is terminated under specified circumstances, providing mutual downside protection.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Four current TriCo directors will join First Hawaiian's board at closing, providing TriCo shareholders with board representation in the combined company.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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All TriCo directors committed to vote their personally owned shares for the merger and against competing proposals, and agreed not to sell shares until shareholder vote.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
TriCo Bancshares has agreed to be acquired by First Hawaiian, Inc. in an all-stock merger that will deliver 2.095 shares of First Hawaiian common stock for each TriCo share. The fixed exchange ratio carries no collar or adjustment mechanism, meaning TriCo shareholders bear the full risk and reward of First Hawaiian's stock price movement between signing and closing.
The transaction was unanimously approved by both boards and is subject to shareholder and regulatory approvals. The CEO transaction bonus of $2.5 million is a material retention incentive tied to merger completion. All TriCo directors have locked up their personal shareholdings and committed to vote for the deal, increasing the likelihood of shareholder approval.
Four TriCo directors will join the First Hawaiian board, providing continuity and representation for TriCo shareholders in the combined entity. The mutual $80 million termination fee creates symmetrical deal protection for both parties. For TriCo shareholders, the key consideration is the all-stock structure with a fixed exchange ratio. The value received will fluctuate with First Hawaiian's stock price through closing, and shareholders should evaluate First Hawaiian's business fundamentals and stock performance as they would any equity investment.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 12, 2026, TriCo Bancshares, a California corporation (“TriCo”), entered into an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) with First Hawaiian, Inc., a Delaware corporation (“FHI”), 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.
TriCo Bancshares has agreed to be acquired by First Hawaiian, Inc. through a two-step merger structure. TriCo shareholders will receive 2.095 shares of FHI common stock for each TriCo share they own. The transaction was unanimously approved by the boards of both companies and is subject to shareholder and regulatory approvals.
Added in current filing · verify on EDGAR →
The Merger Agreement provides certain termination rights for both TriCo and FHI and further provides that a termination fee of $80,000,000 will be payable by either TriCo or FHI 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 downside risk parameters for shareholders.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 16, 2026 · How we verify