FIRST HAWAIIAN, INC. 8-K

What Happened
First Hawaiian, Inc. (FHI) announced on July 15, 2026 that it entered into a definitive Agreement and Plan of Reorganization and Merger dated July 12, 2026 to combine with TriCo Bancshares (TriCo). Under the deal, Merger Sub (Horizon Merger Sub, Inc.) will merge into TriCo, then TriCo will merge into FHI (a two-step merger). Immediately after, TriCo’s bank subsidiary (Tri Counties Bank) will merge into First Hawaiian Bank. The boards of FHI, TriCo and Merger Sub unanimously approved the agreement.

Key Details

• Merger consideration: each outstanding share of TriCo common stock will be converted into the right to receive 2.095 shares of FHI common stock; fractional shares paid in cash.
• Agreement date and filing: Merger Agreement dated July 12, 2026; 8-K filed July 15, 2026.
• Termination fee: $80,000,000 payable by either party in certain termination scenarios.
• Governance and integration: four TriCo directors (as of the Effective Time) will be added to FHI’s board; First Hawaiian Bank’s board will be reconstituted to mirror FHI’s board; First Hawaiian Bank will operate Tri Counties Bank as a division after the bank merger (subject to law).
• Equity awards: TriCo performance- and time‑based awards will generally be converted, assumed or settled (performance awards >12 months may be cancelled and converted into vested FHI shares, others generally assumed and converted based on the exchange ratio).
• Closing conditions: customary stockholder approvals (FHI and TriCo), Nasdaq listing notification, effectiveness of Form S-4, required regulatory approvals (including Federal Reserve, FDIC, Hawaii DCCA, California DFPI) and no legal restraint blocking the transactions.
• Voting/support agreements: on July 12, 2026 FHI entered into voting and support agreements with each TriCo director requiring them to vote their TriCo shares in favor of the merger and restrict certain transfers until termination of those agreements.

Why It Matters
This is a material merger transaction that will be paid largely in FHI stock (2.095 FHI shares per TriCo share), meaning TriCo shareholders become owners of the combined company and FHI will issue additional shares (dilution potential). The deal requires shareholder and multiple regulatory approvals and the effectiveness of an S-4 registration, so closing is not immediate. For investors, the filing signals strategic expansion—particularly in TriCo’s California footprint—and starts a timeline for proxy filings, votes and regulatory review that will determine whether and when the combination completes.