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First Hawaiian to Buy TriCo in All-Stock Deal

The combined Pacific bank is expected to have about $34 billion of assets, with TriCo shareholders receiving 2.095 First Hawaiian shares, or $63.12 a share.

First Hawaiian, Inc. (FHB) and TriCo Bancshares (TCBK) entered a definitive all-stock agreement under which First Hawaiian will acquire the Chico, California-based parent of Tri Counties Bank, creating what the companies described as the leading Pacific banking franchise.

TriCo shareholders will receive 2.095 First Hawaiian shares for each TriCo share, equal to $63.12 a share using First Hawaiian’s July 10, 2026 close. Upon closing, First Hawaiian and TriCo shareholders are expected to own about 65% and 35% of the combined company, respectively.

On a combined basis, the bank will have approximately $34 billion of assets and rank as the sixth-largest bank headquartered in the Western United States. First Hawaiian’s mainland presence is expected to expand, and the combined market areas are meant to add a more diverse geography. The partnership will increase First Hawaiian’s presence on the mainland and offer customers a fuller suite of banking capabilities.

Four current TriCo directors, including Chairman, President and CEO Rick Smith, will join the First Hawaiian and First Hawaiian Bank boards, with three additional seats to be mutually agreed before closing. First Hawaiian will retain Tri Counties Bank branding on the mainland; no branch closings are expected, and TriCo’s community commitments are not expected to change. Both boards unanimously approved the deal. The parties expect to close by the end of 2026, subject to regulatory approvals, shareholder votes and customary conditions.

The announcement preceded First Hawaiian’s second-quarter results for the period ended June 30, 2026, which it expects to report on July 24, 2026. Preliminary figures provided by the company show net income of $73.4 million and diluted EPS of $0.60, compared with net income of $67.8 million and diluted EPS of $0.55 in the prior quarter. Those estimates are based on information available as of the release date and remain subject to change after closing procedures and audit review.

The same preliminary figures show net interest margin expanding 6 bps sequentially to 3.25%, cost of deposits improving 2 bps to 1.20% from 1.22%, return on average assets rising to 1.23% from 1.14%, and return on average tangible common equity of 16.3% versus 15.3%. Gross loans increased to $14.6 billion from $14.4 billion. Book value per share rose to $23.22 from $22.75, and tangible book value per share was $15.04, reflecting 3% sequential growth.

Investor materials dated July 13, 2026, using financial data as of the quarter ended March 31, 2026, framed the deal as accelerating mainland growth. They described a pro forma company with 117 branches, $21.5 billion of loans and $29.2 billion of deposits, a 74% loans-to-deposits ratio, a 12.4% CET1 ratio at close, and a 1.23% pro forma cost of deposits. TriCo’s 68 branches sit across Northern and Central California, with a 15% deposit-weighted average market share across its markets.

The materials also listed expected 2027 pro forma metrics of a 1.35%+ ROAA, 18%+ ROATCE and an efficiency ratio below 50%, and said expected annual capital generation of 125 bps or more would create capacity for organic growth, dividends and share repurchases. Those figures are illustrative, exclude purchase accounting and other transaction-related adjustments, and assume 100% phased-in cost savings in 2027.

TriCo’s own first-quarter 2026 results, reported April 23, 2026, showed net income of $33.7 million, or $1.04 a share, versus $33.6 million, or $1.03 a share, in the trailing quarter. Net interest income (FTE) was $91.5 million. Net interest margin (FTE) was 4.07%. Loan balances decreased $42.9 million, or 2.4% annualized, from the trailing quarter and increased 3.6% from a year earlier. Deposit balances increased $139.7 million, or 6.8% annualized, from the trailing quarter. The average cost of total deposits was 1.26%. Return on average assets was 1.38%. The efficiency ratio was 54.55%. The provision for credit losses was $3.3 million. ACL to total loans was 1.81%. Non-performing assets to total assets were 0.77%. The loan-to-deposit ratio was 84.11%. Shares outstanding decreased by 424,384 as 447,211 shares were repurchased at an average price of $48.30 a share.

Chairman, President and CEO Bob Harrison said the partnership creates a broader platform for long-term growth and that TriCo is an ideal partner for First Hawaiian’s next phase. Smith said First Hawaiian brings scale, capital strength and broader product capabilities. Evercore and Sullivan & Cromwell advised First Hawaiian; Keefe, Bruyette & Woods and Holland & Knight advised TriCo.

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