TRICO BANCSHARES / 8K

First Hawaiian, Inc. agreed to acquire TriCo Bancshares in a stock-for-stock merger at an exchange ratio of 2.095 First Hawaiian shares per TriCo share, followed by an upstream merger of TriCo into First Hawaiian and a subsequent bank merger of Tri Counties Bank into First Hawaiian Bank.

On July 12, 2026, First Hawaiian, Inc. entered into an Agreement and Plan of Reorganization and Merger with TriCo Bancshares and its wholly owned subsidiary Horizon Merger Sub, Inc., under which Horizon Merger Sub will merge with and into TriCo to form a wholly owned California subsidiary of First Hawaiian, which will then be merged upstream into First Hawaiian in a second-step merger intended together to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code; TriCo shareholders will receive 2.095 shares of First Hawaiian common stock for each TriCo share (subject to customary anti-dilution adjustments and cash paid in lieu of fractional shares), Tri Counties Bank will subsequently be merged into First Hawaiian Bank, First Hawaiian will assume and convert TriCo equity awards as specified, and the parties have agreed to customary representations, covenants, regulatory approval processes, shareholder approval requirements, termination rights, and voting agreements with TriCo’s directors to support the transaction.

Filing Facts

CIK

356171

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-083891

Alert Tier

8