First Hawaiian, TriCo Bancshares Win Stockholder Votes

The Tip Desk · October 30, 2026 · 2 min read

The all-stock combination of the Honolulu and Chico, Calif., banks is set to close later in 2026, subject to remaining customary conditions.

First Hawaiian, Inc. (FHB) and TriCo Bancshares (TCBK) said they have received all required stockholder approvals for First Hawaiian’s acquisition of TriCo, clearing the shareholder-vote hurdle on the all-stock combination of the Honolulu and Chico, Calif., banks.

The two companies jointly announced on October 29 that each special meeting produced the votes needed to adopt the merger. First Hawaiian, parent of First Hawaiian Bank, and TriCo, parent of Tri Counties Bank, said final results from each meeting will be reported in separate Current Reports on Form 8-K.

Bob Harrison, Chairman, President and CEO of First Hawaiian, said the companies were pleased with the support. “Bringing our banks together will give us greater capacity to invest in the products, services and lending capabilities our customers and communities need. We look forward to the growth opportunities ahead and the long-term value we can create for our stockholders.”

At TriCo’s virtual special meeting, stockholders holding 24,365,951 shares were present in person or by proxy, constituting a quorum against 31,966,630 shares outstanding on the September 11 record date. The merger proposal was approved 24,113,014 for, 223,343 against and 29,594 abstain. A non-binding compensation proposal was approved 22,950,706 for, 1,287,428 against and 127,816 abstain. An adjournment proposal was not considered because the merger vote cleared.

The merger agreement, dated July 12, 2026, provides that Horizon Merger Sub, Inc., a Delaware subsidiary of First Hawaiian, will merge with and into TriCo, with TriCo surviving and then merging with and into First Hawaiian. Under the terms first disclosed in July, TriCo shareholders will receive 2.095 First Hawaiian shares for each TriCo share, representing $63.12 a share as of First Hawaiian’s closing price on July 10, 2026. Upon closing, First Hawaiian and TriCo shareholders are expected to own approximately 65% and 35% of the combined company.

The companies said the partnership would create a combined franchise of approximately $34 billion of assets and the sixth-largest bank headquartered in the Western U.S., expanding First Hawaiian’s mainland presence. Four current TriCo directors, including Rick Smith, will join the First Hawaiian and First Hawaiian Bank boards, with three more to be mutually agreed before closing. First Hawaiian will retain Tri Counties Bank branding on the mainland; there are no expected branch closings.

Completion remains subject to the satisfaction or waiver of remaining customary closing conditions in the merger agreement. First Hawaiian and TriCo expect the transaction to close later in 2026.