TRICO BANCSHARES / 8-K

What Happened

• TriCo Bancshares (TriCo) announced on July 12, 2026 that it entered into an Agreement and Plan of Reorganization and Merger with First Hawaiian, Inc. (FHI) and Horizon Merger Sub. Under the agreement TriCo will be merged into a Merger Sub and, in a second step, the surviving entity will merge into FHI. Tri Counties Bank (TriCo’s bank) will merge into First Hawaiian Bank and operate as a division thereafter.
• At the effective time, each outstanding share of TriCo common stock (other than certain excluded shares) will convert into the right to receive 2.095 shares of FHI common stock. Fractional shares will be paid in cash.

Key Details

• Date of agreement: July 12, 2026.
• Exchange Ratio: 2.095 shares of FHI common stock per TriCo common share; cash in lieu for fractional shares.
• Termination fee: $80,000,000 payable by either party in specified termination scenarios.
• Executive compensation: TriCo’s CEO Richard P. Smith will receive a one-time transaction bonus of $2,500,000 at closing (cash, time-based RSUs, or combination), subject to continued employment through closing.
• Equity awards: Outstanding TriCo equity awards will be either assumed, converted or cancelled and converted into FHI awards or vested shares depending on award type and timing (performance- vs. time-based; special treatment for performance awards granted >12 months prior).
• Governance: Four TriCo directors will be added to FHI’s board at the effective time; First Hawaiian Bank’s board will be reconstituted to mirror FHI’s board composition.
• Closing conditions include TriCo and FHI shareholder approvals, regulatory approvals (Fed, FDIC, Hawaii and California regulators), Nasdaq listing notification, effectiveness of an S-4 registration statement, and absence of legal restraints; also subject to customary representations, covenants and a tax reorganization opinion.

Why It Matters

• This is a definitive acquisition agreement that will make TriCo shareholders owners of FHI stock at a fixed exchange ratio (2.095), so shareholders should monitor the S-4/joint proxy for valuation details, vote dates and timing.
• The deal requires multiple regulatory and shareholder approvals, so completion is not immediate and remains subject to regulatory review and customary closing conditions.
• The $80M termination fee and voting/support agreements from TriCo directors indicate a high level of commitment to the transaction.
• The $2.5M CEO transaction bonus and board changes are material governance and compensation items investors should note when assessing management incentives and post‑deal leadership.