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  4. [Form 4] FIRST HAWAIIAN, INC. Insider Trading Activity

First Hawaiian (FHB) risk chief logs stock award and tax withholding moves

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

FIRST HAWAIIAN, INC. executive Lea M. Nakamura, EVP & Chief Risk Officer, reported compensation-related stock transactions involving the company’s common stock. On February 17, 2026, she acquired 2,602 shares through the settlement of previously granted performance share units that were earned based on 2023–2025 performance criteria.

On the same date, 978 shares were disposed of at $26.40 per share to cover tax withholding obligations tied to this award. After these non-market transactions, Nakamura directly held 25,551 shares of First Hawaiian common stock.

Positive

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Negative

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Insider Nakamura Lea M.
Role EVP & CHIEF RISK OFFICER
Type Security Shares Price Value
Grant/Award Common Stock 2,602 $0.00 --
Tax Withholding Common Stock 978 $26.40 $26K
Holdings After Transaction: Common Stock — 26,529 shares (Direct)
Footnotes (1)
  1. Represents shares of common stock of First Hawaiian, Inc. ("Common Stock") underlying performance share units granted in 2023 and earned based on the satisfaction of performance-based vesting requirements over a three-year performance period ending on December 31, 2025 and continued employment through the determination date. The Compensation Committee of the Board of Directors of First Hawaiian, Inc. determined and approved the amount of Common Stock earned in respect of such performance share units on February 17, 2026 and such performance share units will be settled in shares of Common Stock no later than March 19, 2026. Represents shares of Common Stock withheld to satisfy withholding obligations in connection with the delivery of the Common Stock underlying the performance share units described in footnote 1 above.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nakamura Lea M.
(Last) (First) (Middle)
C/O FIRST HAWAIIAN, INC.
999 BISHOP STREET, 8TH FLOOR
(Street)
HONOLULU HI 96813
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIRST HAWAIIAN, INC. [ FHB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CHIEF RISK OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/17/2026 A 2,602(1) A $0 26,529 D
Common Stock 02/17/2026 F 978(2) D $26.4 25,551 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of common stock of First Hawaiian, Inc. ("Common Stock") underlying performance share units granted in 2023 and earned based on the satisfaction of performance-based vesting requirements over a three-year performance period ending on December 31, 2025 and continued employment through the determination date. The Compensation Committee of the Board of Directors of First Hawaiian, Inc. determined and approved the amount of Common Stock earned in respect of such performance share units on February 17, 2026 and such performance share units will be settled in shares of Common Stock no later than March 19, 2026.
2. Represents shares of Common Stock withheld to satisfy withholding obligations in connection with the delivery of the Common Stock underlying the performance share units described in footnote 1 above.
/s/ Lisa Kamibayashi as Attorney-In-Fact for Lea M. Nakamura 02/19/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did First Hawaiian (FHB) report for Lea M. Nakamura?

Lea M. Nakamura reported a grant-related acquisition and a tax-withholding disposition of First Hawaiian common stock. She received 2,602 shares from earned performance share units and had 978 shares withheld to satisfy tax obligations tied to that equity award.

How many First Hawaiian (FHB) shares did Lea M. Nakamura acquire in this Form 4?

Lea M. Nakamura acquired 2,602 shares of First Hawaiian common stock via settlement of performance share units granted in 2023. These units vested based on performance over a three-year period ending December 31, 2025 and continued employment through the determination date.

Why were 978 First Hawaiian (FHB) shares disposed of in Nakamura’s Form 4?

The 978 shares were withheld to cover tax withholding obligations arising from delivery of common stock underlying earned performance share units. This disposition, coded “F,” reflects a tax-withholding mechanism rather than an open-market sale of First Hawaiian shares by the executive.

What is Lea M. Nakamura’s role at First Hawaiian (FHB) in this filing?

Lea M. Nakamura is identified as Executive Vice President and Chief Risk Officer of First Hawaiian, Inc. The Form 4 reports equity compensation activity in company common stock related to her performance share units and associated tax withholding obligations on February 17, 2026.

How many First Hawaiian (FHB) shares does Nakamura hold after these transactions?

After the reported grant-related acquisition and tax-withholding disposition, Lea M. Nakamura directly holds 25,551 shares of First Hawaiian common stock. This reflects her updated direct ownership following settlement of performance share units and the withholding of shares to satisfy related tax liabilities.

What were the terms of the performance share units in First Hawaiian (FHB)’s Form 4?

The performance share units were granted in 2023 and earned based on performance-based vesting over a three-year period ending December 31, 2025. The Compensation Committee approved the earned amount on February 17, 2026, with settlement in common stock due no later than March 19, 2026.