Business Context and Reporting Period
Company: First Hawaiian, Inc. (FHI)
Filing Type: Form 8-K (Current Report)
Date of Report: July 12, 2026
Event: Entry into a Material Definitive Agreement (Merger Agreement) with TriCo Bancshares (TriCo).
On July 12, 2026, FHI entered into an Agreement and Plan of Reorganization and Merger to acquire TriCo. The transaction involves a two-step merger where a FHI subsidiary merges with TriCo, followed by the surviving entity merging into FHI. Subsequently, Tri Counties Bank (TriCo's subsidiary) will merge into First Hawaiian Bank. The agreement was unanimously approved by the boards of directors of FHI, TriCo, and the merger subsidiary.
Key Financial Metrics and Transaction Terms
This filing details the terms of the proposed merger rather than periodic financial performance metrics (revenue, profit, cash flow) for the reporting period. Key financial terms include:
- Exchange Ratio: Each share of TriCo common stock will be converted into the right to receive 2.095 shares of FHI common stock.
- Fractional Shares: Holders of TriCo common stock will receive cash in lieu of fractional shares.
- Termination Fee: A fee of $80,000,000 is payable by either FHI or TriCo if the Merger Agreement is terminated under certain specified circumstances.
- Equity Awards: TriCo equity-based awards will be converted or assumed based on the Exchange Ratio, with specific treatment for performance-based and time-based restricted stock units.
Note: The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity for either company as of the reporting date.
Material Changes and Corporate Governance
The primary material change is the initiation of the merger process. Upon the Effective Time of the merger:
- Board Composition: Four directors of TriCo will be added to FHI's board of directors.
- Bank Governance: The board of directors of First Hawaiian Bank will be reconstituted to mirror the composition of FHI's board.
- Operational Structure: Following the Bank Merger, Tri Counties Bank will operate as a division of First Hawaiian Bank.
Guidance, Outlook, Risks, and Conditions
Closing Conditions: The completion of the merger is subject to several conditions, including:
- Approval by stockholders of both FHI and TriCo.
- Receipt of required regulatory approvals (Federal Reserve, FDIC, Hawaii and California state regulators).
- Effectiveness of the registration statement on Form S-4.
- Listing of FHI common stock on the Nasdaq Stock Market.
- Absence of legal restraints preventing the transaction.
Risks and Uncertainties: The filing includes extensive forward-looking statements cautioning that actual results may differ due to:
- Economic conditions, interest rate changes, and inflation.
- Regulatory actions and the outcome of legal proceedings.
- Integration challenges and the failure to realize anticipated benefits.
- Cybersecurity risks and data breaches.
- Changes in share prices prior to closing.
Voting Agreements: FHI has entered into Voting and Support Agreements with TriCo directors, requiring them to vote in favor of the merger and against alternative transactions.
Investor Verification Checklist
- Verify the final approval status of the merger by FHI and TriCo stockholders.
- Monitor the receipt of regulatory approvals from the Federal Reserve, FDIC, and state banking authorities.
- Review the upcoming Registration Statement on Form S-4 and the Joint Proxy Statement/Prospectus for detailed financial projections and risk factors.
- Assess the potential dilution impact of issuing new FHI shares at the 2.095 exchange ratio.
- Track the $80 million termination fee provisions and conditions under which it may be triggered.