Performance-based stock award for First Hawaiian (FHB) EVP with tax withholding

Rhea-AI Filing Summary

FIRST HAWAIIAN, INC. executive Darlene N. Blakeney, EVP & Chief Lending Officer, reported two Form 4 transactions in common stock. She received a grant of 2,602 shares earned from 2023 performance share units at no cost, and 978 shares were withheld at $26.40 per share to cover tax obligations. After these transactions, she directly owned 19,274 common shares.

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

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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^*

Blakeney Darlene N.

(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 LENDING 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	20,252	D
Common Stock	02/17/2026		F		978(2)	D	$26.4	19,274	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 Darlene N. Blakeney	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).
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FAQ

What insider stock transactions did FHB executive Darlene Blakeney report?

She reported one acquisition and one disposition. Darlene Blakeney received 2,602 shares of First Hawaiian common stock from earned performance share units, and 978 shares were withheld at $26.40 per share to satisfy related tax obligations.

Why did First Hawaiian (FHB) withhold 978 shares from Darlene Blakeney?

The 978 First Hawaiian shares were withheld to cover tax withholding obligations. These taxes arose when 2,602 common shares were delivered upon settlement of previously granted performance share units that had met specified performance and employment conditions.

How many First Hawaiian (FHB) shares does Darlene Blakeney own after these Form 4 transactions?

After the reported transactions, Darlene Blakeney directly owns 19,274 shares of First Hawaiian common stock. This reflects the net position following the 2,602-share performance award and the 978 shares withheld for associated tax obligations.

What was the source of the 2,602 First Hawaiian (FHB) shares granted to Darlene Blakeney?

The 2,602 shares came from performance share units granted in 2023. They were earned based on performance over a three-year period ending December 31, 2025 and continued employment through the determination date, then settled in common stock.

At what price were the 978 withheld First Hawaiian (FHB) shares valued?

The 978 withheld shares were valued at $26.40 per share. These shares were not open-market sales but were retained by the company to satisfy tax withholding obligations tied to the settlement of performance share units.