UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 12, 2026
FIRST
HAWAIIAN, INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-14585 |
|
99-0156159 |
| (Commission
File Number) |
|
(IRS
Employer Identification No.) |
| 999
Bishop St., 29th Floor |
|
|
| Honolulu,
Hawaii |
|
96813 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(808)
525-7000
(Registrant’s Telephone
Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| x | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: |
|
Trading Symbol |
|
Name of each exchange on which registered: |
| Common
Stock, par value $0.01 per share |
|
FHB |
|
NASDAQ
Global Select Market |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On July 13, 2026, First Hawaiian, Inc., a Delaware
corporation (“FHI”), announced preliminary second quarter financial results for the quarter ended June 30, 2026, and the transaction
described in Item 8.01 below, pursuant to the Press Release (as defined below). A copy of the Press Release is attached hereto as Exhibit
99.1 and is incorporated by reference in this Item 2.02.
The preliminary second quarter 2026 financial information
included in the Press Release and the Investor Presentation is being provided prior to the completion of FHI’s standard quarter-end
closing procedures and review by its independent registered public accounting firm. These preliminary results are estimates based on information
available to management of FHI as of the date of the Press Release and are subject to change upon completion of FHI's standard closing
procedures and review by its independent registered public accounting firm. As a result, there can be no assurance that FHI's final results
will not differ from these preliminary estimates. FHI expects to issue its earnings release for the quarter ended June 30, 2026, on July
24, 2026.
The information contained in Item 2.02 and Item
7.01 of this Form 8-K, as well as Exhibits 99.1 and 99.2 referenced herein, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of
1933.
Item 7.01 Regulation FD Disclosure.
FHI and TriCo Bancshares, a California corporation
(“TriCo”), issued a joint press release on July 13, 2026 announcing the execution of the Merger Agreement (the “Press
Release”). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference. FHI also intends to provide
supplemental information regarding the transactions disclosed under Item 8.01 of this Current Report on Form 8-K in connection with
presentations to analysts and investors. The slides that will be made available in connection with the presentations are furnished as
Exhibit 99.2 and are incorporated herein by reference (the “Investor Presentation”).
Item 8.01 Other Events.
On July 12, 2026, FHI entered into an Agreement
and Plan of Reorganization and Merger, dated as of July 12, 2026 (the “Merger Agreement”), by and among FHI, TriCo and
Horizon Merger Sub, Inc., a California corporation and a wholly owned subsidiary of FHI (“Merger Sub”), pursuant to which,
upon the terms and subject to the conditions set forth therein, (i) Merger Sub will merge with and into TriCo (the “Merger”),
with TriCo surviving the Merger (the “Surviving Corporation”), (ii) immediately following the Merger, the Surviving Corporation
will be merged with and into FHI (the “Second Step Merger”), with FHI continuing as the surviving entity in the Second Step
Merger and (iii) promptly following the Second Step Merger, Tri Counties Bank, a California state-chartered non-member bank and wholly
owned subsidiary of TriCo, will merge with and into First Hawaiian Bank, a Hawaii state-chartered non-member bank and wholly owned subsidiary
of FHI, with First Hawaiian Bank continuing as the surviving bank.
Item 9.01 Financial Statements and Exhibits
|
Exhibit |
|
Description |
| 99.1 |
|
Press Release, dated July 13, 2026 |
| 99.2 |
|
Investor Presentation, dated July 13, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
FORWARD-LOOKING STATEMENTS
This communication may contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, statements regarding the expected timing, completion
and effects of the proposed business combination transaction between First Hawaiian, Inc. (“FHI”) and TriCo Bancshares (“TriCo”)
(the “Transaction”) and the plans, objectives, expectations and intentions of FHI and TriCo. Any statement that does not describe
historical or current facts is a forward-looking statement. Forward-looking statements are often, but not always, made through the use
of words or phrases such as “annualized,” “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “goal,” “intend,” “may,” “might,” “outlook,”
“plan,” “potential,” “predict,” “projection,” “seek,” “should,”
“target,” “will,” “would” or the negative version of those words or other comparable words or phrases
of a future or forward-looking nature.
FHI and TriCo caution that the forward-looking statements in this communication
are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult
to assess and are subject to change based on factors which are, in many instances, beyond FHI’s and TriCo’s control. A number
of important factors could cause actual results to differ materially from those indicated in these forward-looking statements, including
the following: changes in general economic, political, or industry conditions, and in conditions impacting the banking industry specifically;
uncertainty in U.S. fiscal, monetary and trade policy, including the interest rate policies of the Federal Reserve Board or the effects
of any declines in housing and commercial real estate prices, high or increasing unemployment rates, continued or renewed inflation, the
impact of proposed or imposed tariffs by the U.S. government or retaliatory tariffs proposed or imposed by U.S. trading partners that
could have an adverse impact on customers or any recession or slowdown in economic growth particularly in the markets in which FHI and
TriCo conduct business, including Hawaii, Guam, Saipan and California; volatility and disruptions in global capital and credit markets;
the impact of bank failures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity
of banks; changes in interest rates that could significantly reduce net interest income and negatively affect asset yields and valuations
and funding sources, including impacts on prepayment speeds; competitive pressures among financial institutions and nontraditional providers
of financial services, including on product pricing and services; concentrations within FHI’s or TriCo’s loan portfolio (including
commercial real estate loans) or other asset classes, and the parties’ ability to attract and retain customer deposits, large loans
to certain borrowers, access liquidity and capital, and manage deposit costs and funding sources; the success, impact, and timing of FHI’s
and TriCo’s respective business strategies, including market acceptance of any new products or services and FHI’s and TriCo’s
ability to successfully implement strategic, operational, technology and integration initiatives; the failure to properly use and protect
customer and employee information and data; cybersecurity risks, including the occurrence of fraudulent activity or a material breach
of, or disruption to, the security of FHI’s, TriCo’s or their vendors’ systems; risks related to the development, implementation,
use and management of artificial intelligence and other emerging technologies; the effects of failures or interruptions of information,
communications or third-party service-provider systems; the nature, extent, timing, and results of governmental actions, examinations,
reviews, reforms, regulations, and interpretations; changes in laws or regulations; adverse weather conditions, natural disasters and
other catastrophic events such as wildfires; the occurrence of any event, change or other circumstances that could give rise to the right
of one or both of the parties to terminate the merger agreement to which FHI and TriCo are parties; the outcome of any legal proceedings
that may be instituted against FHI or TriCo, including potential litigation relating to the Transaction; delays in completing the Transaction;
the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected benefits of the Transaction); the failure to obtain stockholder or shareholder
approvals, as applicable, or to satisfy any of the other conditions to the closing of the Transaction on a timely basis or at all; changes
in FHI’s or TriCo’s share price before closing, including as a result of the financial performance of the other party prior
to closing, or more generally due to broader stock market movements, and the performance of financial companies and peer group companies;
the possibility that the anticipated benefits of the Transaction are not realized when expected or at all, including as a result of the
impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive
factors in the areas where FHI and TriCo do business; certain restrictions during the pendency of the proposed Transaction that may impact
the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the Transaction may
be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s
attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the Transaction; the ability to complete the Transaction and integration
of FHI and TriCo promptly and successfully; the dilution caused by FHI’s issuance of additional shares of its capital stock in connection
with the Transaction; and other factors that may affect the future results of FHI and TriCo.
The foregoing factors should not be considered an exhaustive list and
should be read together with the other cautionary statements set forth in FHI’s Annual Report on Form 10-K for the year ended December
31, 2025 and its latest Quarterly Report on Form 10-Q, which are on file with the Securities and Exchange Commission (the “SEC”)
and available on FHI’s investor relations website, https://ir.fhb.com, under the heading “SEC Filings,” and in other
documents FHI files with the SEC, and in TriCo’s Annual Report on Form 10-K for the year ended December 31, 2025 and its latest
Quarterly Report on Form 10-Q, which are on file with the SEC and available on TriCo’s website, www.tcbk.com, under the “About”
tab and the “Investor Relations” link and then under the heading “SEC Filings” and in other documents TriCo files
with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove
to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any
such forward-looking statements.
Any forward-looking statement speaks only as of the date on which it
is made, and neither FHI nor TriCo undertakes any obligation to update any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by applicable law.
IMPORTANT ADDITIONAL INFORMATION AND WHERE
TO FIND IT
In connection with the proposed Transaction, FHI will file with the
SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of FHI and TriCo and a Prospectus of FHI, as well as
other relevant documents concerning the Transaction. Certain matters in respect of the Transaction involving FHI and TriCo will be submitted
to FHI’s stockholders and TriCo’s shareholders, as applicable, for their consideration.
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities, in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. INVESTORS, FHI STOCKHOLDERS AND TRICO SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders or shareholders, as applicable, will be able to obtain
a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about the Transaction,
FHI and TriCo, without charge, at the SEC’s website, www.sec.gov. Copies of the joint proxy statement/prospectus and the filings
with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing
a request to First Hawaiian, Inc., Attention: Secretary, 999 Bishop Street, Honolulu, HI 96813, (808) 525-7000 or to TriCo Bancshares,
Attention: Shareholder Services, 63 Constitution Drive, Chico, CA 95973, (530) 898-0300.
PARTICIPANTS IN THE SOLICITATION
FHI, TriCo, and certain of their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from FHI stockholders or TriCo shareholders
in connection with the Transaction under the rules of the SEC. Information regarding FHI’s directors and executive officers is available
in the sections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters” in FHI’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2025, which was filed with the SEC on February 27, 2026 (available here);
in the sections entitled “Corporate Governance and Board Matters,” “Compensation Discussion and Analysis,” “Executive
Compensation Tables,” “Biographies of Executive Officers” and “Security Ownership of Certain Beneficial Owners,
Directors and Management” in FHI’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders, which was
filed with the SEC on March 12, 2026 (available here);
and other documents filed by FHI with the SEC. Information regarding TriCo’s directors and executive officers is available in the
sections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters;” in TriCo’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025, which was filed with the SEC on March 2, 2026 (available here);
in the sections entitled “Board of Directors,” “Corporate Governance, Board Nominations and Board Committees,”
“Compensation of Directors,” “Ownership of Voting Securities,” “Compensation Discussion and Analysis”
and “Compensation of Named Executive Officers” in TriCo’s definitive proxy statement relating to its 2026 Annual Meeting
of Shareholders, which was filed with the SEC on April 17, 2026 (available here);
and other documents filed by TriCo with the SEC. To the extent holdings of FHI common stock by the directors and executive officers of
FHI or holdings of TriCo common stock by directors and executive officers of TriCo have changed from the amounts held by such persons
as reflected in the documents described above, such changes have been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus relating to the Transaction. Free
copies of this document, when available, may be obtained as described in the preceding paragraph.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FIRST HAWAIIAN, INC. |
| |
|
|
| Date: July 12, 2026 |
By: |
/s/ Robert S. Harrison |
| |
Name: |
Robert S. Harrison |
| |
Title: |
Chairman of the Board,
President and Chief Executive Officer |
