TRICO BANCSHARES / 8-K

What Happened TriCo Bancshares (TriCo) and First Hawaiian, Inc. (FHI) issued a joint press release on July 13, 2026 announcing they executed a definitive Agreement and Plan of Reorganization and Merger dated July 12, 2026. The multi-step transaction calls for Horizon Merger Sub (a wholly-owned FHI subsidiary) to merge into TriCo (the “Merger”), the surviving TriCo entity then to merge into FHI (the “Second Step Merger”), and for Tri Counties Bank (TriCo’s bank subsidiary) to merge into First Hawaiian Bank (the “Bank Merger”). The press release and investor presentation slides were furnished as Exhibits 99.1 and 99.2 to the 8-K.

Key Details

• Agreement date: Merger Agreement dated July 12, 2026; public announcement made July 13, 2026.
• Parties: TriCo Bancshares, First Hawaiian, Inc., and Horizon Merger Sub, Inc.
• Transaction structure: three-step combination — Merger Sub → TriCo, Surviving TriCo → FHI, then Tri Counties Bank → First Hawaiian Bank.
• Next steps: FHI will file a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus; the deal is subject to regulatory approvals and shareholder votes.

Why It Matters This is a definitive merger that would combine TriCo and its Tri Counties Bank operations with FHI and First Hawaiian Bank, potentially reshaping regional banking presence in California and Hawaii. The transaction requires regulatory clearance and approval by both companies’ shareholders and will be described in detail in the forthcoming S-4/joint proxy statement. The filing also includes forward-looking cautionary language noting risks such as regulatory conditions, possible dilution from any FHI share issuance, integration risks, timing delays, and that expected benefits are not guaranteed. Investors should review the formal S-4/joint proxy once filed for full terms, timing, and potential financial impacts.