Filed by: First Hawaiian, Inc.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: TriCo Bancshares
Commission File No.: 000-10661
Date: July 24, 2026
This filing relates to the proposed transaction between First Hawaiian,
Inc. (“FHI”) and TriCo Bancshares (“TriCo”) pursuant to the Agreement and Plan of Reorganization and Merger, dated
as of July 12, 2026, by and among FHI, TriCo and Horizon Merger Sub, Inc.
* * *
The following email was sent by Robert Harrison, Chairman, President
& Chief Executive Officer of First Hawaiian Bank, to employees of First Hawaiian Bank on July 24, 2026.
To all FHB team members,
Today we announced our Second Quarter 2026 financial results, delivering
another strong quarter for First Hawaiian with net income of $73.4 million. Our results reflect disciplined execution across the bank,
including continued loan growth, higher net interest margin, and ongoing optimization of our deposit mix by reducing our reliance on public
time deposits. Most importantly, they reflect the trust our customers place in us and the outstanding work each of you does every day.
Whether you're serving customers in our branches, supporting operations
behind the scenes, growing relationships, managing risk, or helping your colleagues succeed, your commitment continues to strengthen our
bank and position us for the future.
Against that backdrop, our key financial results as of June 30, 2026,
compared to March 31, 2026, were as follows:
· Total Assets: $23.6 billion, down 2.5%
· Deposits: $20.2 billion, down 3.0%
· Loans and Leases: $14.6 billion, increase of 0.9%
· Net Interest Margin: 3.25%, increase of 6 basis points
· Net Income: $73.4 million, up 8.2%
Compared to June 30, 2025, our performance was as follows:
· Total Assets: Decrease of 0.8%
· Deposits: Decrease of 0.4%
· Loans and Leases: Increase of 1.6%
We also recently announced an exciting milestone for First Hawaiian
Bank: our pending acquisition of Tri Counties Bank. When completed, the transaction will expand our presence into California while reinforcing
our position as the clear market leader in Hawaii and creating the sixth-largest bank headquartered in the western United States. It brings
together two organizations with shared values and a common commitment to serving customers and communities.
While the acquisition will represent an exciting new chapter for our
company, our priorities remain unchanged. We must continue executing at a high level by growing relationships, attracting deposits, responsibly
growing loans, delivering exceptional service, and supporting one another. Staying focused on our priorities will position us well as
we move through the regulatory and stockholder approval process and begin planning for integration.
Many of you will have opportunities to support integration planning
over the coming months. As we've shared previously, those efforts will be coordinated through the Integration Management Office to ensure
we remain aligned throughout the process. Until then, our focus should remain on continuing to serve our customers and communities with
the excellence they expect from First Hawaiian Bank.
Thank you for everything you've done to make this another successful
quarter. I appreciate your continued commitment to our customers, our communities, and one another. I look forward to what we'll accomplish
in the months ahead.
Mahalo,
Bob
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, the parties’ ability to attract and retain customer deposits, 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.
