TRICO BANCSHARES / SEC Filings

TriCo Bancshares, the parent of Tri Counties Bank in California, reported stronger profitability for the three and six months ended June 30, 2026. For the quarter, net income was $34,169 thousand versus $27,542 thousand a year earlier, and diluted EPS was $1.06 versus $0.84. Net interest income rose to $93,630 thousand, while the provision for credit losses declined to $2,655 thousand, supporting higher earnings. Six‑month net income reached $67,854 thousand with diluted EPS of $2.10, up from $53,905 thousand and $1.63, respectively.

The balance sheet showed moderate growth and stable credit quality. Total assets were $9,930,763 thousand, with total loans of $7,311,090 thousand and deposits of $8,368,830 thousand at June 30, 2026. The allowance for credit losses on loans increased to $130,187 thousand, and nonaccrual loans, net of guarantees, were $67,030 thousand. The available‑for‑sale securities portfolio carried gross unrealized losses of $162,253 thousand, which management attributes to interest‑rate and spread movements while expecting full contractual cash flows. Shareholders’ equity rose to $1,343,593 thousand after paying cash dividends of $0.72 per share year‑to‑date and repurchasing 497,852 common shares for $24,203 thousand.

TriCo Bancshares and First Hawaiian, Inc. describe next steps in their proposed business combination under an Agreement and Plan of Reorganization and Merger dated July 12, 2026. An internal email to employees explains that both banks have created Integration Management Offices to coordinate integration planning, open formal communication channels, and organize introductions between teams.

The communication emphasizes clear and transparent dialogue as employees of Tri Counties Bank and First Hawaiian Bank begin working together. It also includes extensive forward-looking statement disclosures outlining macroeconomic, regulatory, operational, technology, and integration risks, and explains that a Registration Statement on Form S-4 with a joint proxy statement/prospectus will be filed so FHI stockholders and TriCo shareholders can consider and vote on the transaction.

First Hawaiian, Inc. and TriCo Bancshares describe a proposed business combination under an Agreement and Plan of Reorganization and Merger dated July 12, 2026. An internal email to employees of First Hawaiian Bank and Tri Counties Bank outlines early integration planning, including the creation of Integration Management Offices at both banks to coordinate communication and team introductions.

The text includes extensive forward-looking statements language listing macroeconomic, regulatory, operational, technology, integration and transaction-completion risks that could affect outcomes. It also explains that First Hawaiian will file a Registration Statement on Form S-4 containing a joint proxy statement/prospectus for the transaction and urges investors and security holders to review those SEC filings when available, noting that directors and executive officers of both companies may be deemed participants in the proxy solicitation.

First Hawaiian, Inc. and TriCo Bancshares outline a proposed business combination under a July 12, 2026 Agreement and Plan of Reorganization and Merger. First Hawaiian Bank reports a Second Quarter 2026 net income of $73.4 million, reflecting loan growth, a higher net interest margin and an improved deposit mix with reduced reliance on public time deposits.

As of June 30, 2026 versus March 31, 2026, total assets were $23.6 billion, down 2.5%, deposits were $20.2 billion, down 3.0%, loans and leases were $14.6 billion, up 0.9%, net interest margin was 3.25%, up 6 basis points, and net income rose 8.2%. Versus June 30, 2025, total assets decreased 0.8%, deposits decreased 0.4% and loans and leases increased 1.6%.

The communication highlights the pending acquisition of Tri Counties Bank, which is expected to expand First Hawaiian’s presence into California and create the sixth-largest bank headquartered in the western United States, subject to regulatory and stockholder approvals and other customary conditions, and describes extensive forward‑looking statement risk factors.

TriCo Bancshares reported that it has released unaudited financial results for the three- and six-month periods ended June 30, 2026. These results are contained in a press release furnished as Exhibit 99.1. The company also prepared an investor presentation, furnished as Exhibit 99.2, which its executive officers intend to use in discussions and meetings with investors.

The earnings information and investor materials are furnished under Item 2.02 and Item 7.01 and are expressly stated as not being deemed filed for liability purposes under Section 18 of the Securities Exchange Act of 1934 or incorporated into Securities Act registration statements except by specific reference.

TriCo Bancshares reported preliminary unaudited results for the three and six months ended June 30, 2026. Q2 net income was $34.2 million, up 24.1% from a year earlier, with diluted EPS of $1.06 versus $0.84. Net interest income (FTE) was $93.9 million and net interest margin 4.11%, both higher year over year. Return on average assets was 1.37% and return on average equity 10.15%.

Total loans reached $7.3 billion, rising 5.1% year over year and 13.7% annualized from the prior quarter, while deposits were $8.37 billion and the loan-to-deposit ratio 87.4%. The allowance for credit losses was 1.78% of loans and non-performing assets 0.76% of total assets, with capital ratios including a tangible capital ratio of 10.8% and tangible book value per share of $32.40. Operating expenses increased, including $0.9 million of merger-related costs tied to the proposed combination with First Hawaiian, Inc.

First Hawaiian, Inc. agreed to acquire TriCo Bancshares through a two-step merger structure. Horizon Merger Sub will merge into TriCo, which will then merge into First Hawaiian, followed by a bank merger where Tri Counties Bank will merge into First Hawaiian Bank. Each share of TriCo Common Stock will be converted into the right to receive 2.095 shares of First Hawaiian common stock, with cash paid in lieu of fractional shares. Four TriCo directors will join First Hawaiian’s board, and First Hawaiian Bank’s board will be reconstituted to mirror the parent board.

Closing is subject to TriCo shareholder approval, First Hawaiian stockholder approval, Nasdaq listing of the new First Hawaiian shares, effectiveness of a Form S-4 registration statement, and regulatory approvals from the Federal Reserve, FDIC, Hawaii and California banking regulators, as well as the absence of legal restraints. The agreement includes a possible $80,000,000 termination fee payable by either party under specified circumstances. Concurrent Voting and Support Agreements with TriCo directors commit their shares in favor of the merger and restrict transfers, supporting completion of the transaction.

TriCo Bancshares and First Hawaiian, Inc. have agreed to combine in an all-stock merger in which TriCo shareholders will receive 2.095 First Hawaiian shares for each TriCo share, valuing the deal at about $2 billion based on First Hawaiian’s July 10, 2026 share price. First Hawaiian holders are expected to own about 65% of the combined company and TriCo holders about 35% after closing, targeted for the fourth quarter of 2026, subject to shareholder and regulatory approvals.

The combined bank is expected to have roughly $34 billion of assets, $22 billion of loans, $29 billion of deposits and 117 branches across Hawaii and California, keeping the Tri Counties Bank brand and with no branch closures anticipated. Management projects approximately 6% earnings-per-share accretion, a high-teens internal rate of return, tangible book value per share dilution of less than 5% with a 2.8-year earnback, and a pro forma CET1 capital ratio of 12.4%. Planned cost savings of 25%, low-cost core deposits with over 30% noninterest-bearing balances, and expected annual capital generation above $325 million are highlighted as supporting growth, dividends and potential future share repurchases.

TriCo Bancshares agreed to a stock-for-stock merger with First Hawaiian, Inc.. Horizon Merger Sub will merge into TriCo, which will then merge into FHI, followed by a bank-level merger of Tri Counties Bank into First Hawaiian Bank, with First Hawaiian Bank as the surviving bank.

At closing, each TriCo common share will convert into the right to receive 2.095 shares of FHI common stock, with cash paid only for fractional shares. The transaction requires TriCo shareholder and FHI stockholder approvals, multiple bank regulatory approvals, and effectiveness of an FHI Form S-4 registration statement, and is intended to qualify as a Section 368(a) tax reorganization. Either party may owe an $80,000,000 termination fee in specified circumstances. Four TriCo directors will join FHI’s board, and TriCo’s CEO Richard P. Smith will receive a one-time $2,500,000 transaction bonus at closing, subject to continued employment.