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TriCo Bancshares filings document the public-company record for a California bank holding company whose primary subsidiary is Tri Counties Bank. Recent current reports furnish unaudited operating results, Regulation FD investor materials, dividend declarations and share repurchase authorization, with disclosures tied to net interest income, loan and deposit trends, credit quality and capital actions.
Proxy materials cover board governance, shareholder voting matters, executive compensation and equity-award information. The filing record also identifies the company's common stock, no par value, traded on Nasdaq under TCBK, and the corporate and governance framework supporting its commercial and retail banking operations in California.
TriCo Bancshares entered into an Agreement and Plan of Reorganization and Merger with First Hawaiian, Inc. (FHI) and a wholly owned FHI merger subsidiary. Merger Sub will merge into TriCo, then TriCo will merge into FHI, and Tri Counties Bank will merge into First Hawaiian Bank, which will remain the surviving bank. Each share of TriCo common stock outstanding immediately before the effective time will be converted into the right to receive 2.095 shares of FHI common stock, with cash paid only in lieu of fractional shares.
Four TriCo directors will join FHI’s board at closing, and First Hawaiian Bank’s board will mirror FHI’s board, including those TriCo directors. Completion is subject to TriCo shareholder and FHI stockholder approvals, required regulatory approvals from the Federal Reserve, FDIC, Hawaii and California banking regulators, Nasdaq listing of the new FHI shares, effectiveness of an FHI Form S-4, tax opinions that the combined mergers qualify as a Section 368(a) reorganization, and absence of legal restraints. Either party may owe an $80,000,000 termination fee if the agreement ends under specified circumstances. TriCo directors have signed voting and support agreements to back the merger and restrict share transfers until TriCo shareholder approval. In connection with approval of the merger, TriCo’s board granted CEO Richard P. Smith a $2,500,000 one-time transaction bonus, payable at closing in cash, time-based RSUs, or both, conditioned on his continued employment through closing.
First Hawaiian, Inc. agreed to acquire TriCo Bancshares in an all-stock merger valued at approximately $2 billion, with TriCo shareholders receiving 2.095 First Hawaiian shares for each TriCo share. At closing, First Hawaiian holders are expected to own about 65% of the combined company and TriCo holders about 35%, with closing targeted in the fourth quarter of 2026.
The combined bank is expected to have roughly $34 billion of assets, $22 billion of loans, $29 billion of deposits and 117 branches, creating a Pacific-focused franchise spanning Hawaii and key California markets. Management highlights top-decile deposit costs, no brokered balances and more than 30% noninterest-bearing deposits, with Tri Counties Bank retaining its brand and no branch closures anticipated.
Financially, the deal is projected to deliver about 6% EPS accretion, “high-teens” IRR, tangible book value per share dilution of less than 5% with a 2.8‑year earnback, and a pro forma CET1 ratio of 12.4%. Assumptions include 25% cost saves (largely from vendors and IT) and no modeled revenue synergies or share repurchases through 2027, while annual capital generation is expected to exceed $325 million.
First Hawaiian, Inc., parent of First Hawaiian Bank, has entered into an Agreement and Plan of Reorganization and Merger with TriCo Bancshares, under which First Hawaiian Bank will acquire Tri Counties Bank, a California-based community bank. The combined organization is described as a $35 billion regional bank headquartered in Honolulu and operating with two separate brands, First Hawaiian Bank and Tri Counties Bank, each serving its respective markets.
The combination is presented as a step in a long-term growth strategy, expanding First Hawaiian’s presence into attractive California markets while maintaining its relationship-based model and community focus. Both banks will continue to operate independently until closing, which is expected by the end of the year, subject to regulatory approvals, stockholder and shareholder approvals, and other customary closing conditions. Communications emphasize that there are no immediate changes for customers and that leadership will provide ongoing updates as integration plans develop.
TriCo Bancshares describes a proposed business combination with First Hawaiian, Inc. under an Agreement and Plan of Reorganization and Merger dated July 12, 2026, involving Horizon Merger Sub, Inc., a wholly owned FHI subsidiary. A LinkedIn post and website banner by Tri Counties Bank announce an agreement to merge Tri Counties Bank with First Hawaiian Bank and direct readers to a press release.
The communication contains extensive forward-looking statements about the expected timing, completion and effects of the transaction and lists numerous economic, regulatory, operational, technology, integration and market risks that could cause actual results to differ materially. It emphasizes that these statements are not guarantees and should not be relied upon unduly.
First Hawaiian plans to file a Registration Statement on Form S-4 including a joint proxy statement/prospectus for FHI stockholders and TriCo shareholders. Investors are urged to read these materials and other SEC filings when available. The document notes that FHI, TriCo and certain directors and officers may be deemed participants in the proxy solicitation, with ownership and governance information available in their existing 10-K and proxy statements.
TriCo Bancshares plans to merge Tri Counties Bank with and into First Hawaiian Bank under a July 12, 2026 merger agreement, creating a combined institution with approximately $34 billion of assets, subject to regulatory and shareholder approvals, with completion expected by the end of 2026.
The combination is described as growth- and expansion-focused, with no hiring freeze and no anticipated branch or loan production office closures at this time. First Hawaiian has agreed for one year after closing not to reduce base wages, base salary, or annual cash bonus opportunities for Tri Counties Bank employees. On closing, ESOP and 401(k) company contributions will become fully vested, ESOP shares will convert into FHB shares, and Tri Counties Bank will operate in California as a division of First Hawaiian Bank.
TriCo Bancshares plans to merge with First Hawaiian, Inc. under an Agreement and Plan of Reorganization and Merger dated July 12, 2026, with Horizon Merger Sub, Inc. as the merger subsidiary. The companies expect the transaction to close before year-end, subject to shareholder and regulatory approvals.
First Hawaiian Bank, headquartered in Honolulu with approximately $24 billion in assets, and Tri Counties Bank plan to create a combined institution with approximately $34 billion in assets. In California, the combined bank is expected to operate as Tri Counties Bank, a division of First Hawaiian Bank, and as First Hawaiian Bank in Hawaii, with current branch and commercial banking office locations expected to be retained.
TriCo Bancshares outlines customer-focused information about its proposed business combination with First Hawaiian, Inc. under a July 12, 2026 merger agreement. Customers are told there are no immediate changes to accounts, cards, loan terms, branches or relationship teams, and that both banks will operate independently until closing. The combination is expected to provide broader products, greater lending capacity, enhanced digital capabilities and a larger banking network. The merger is expected to be completed by the end of 2026, subject to regulatory and stockholder and shareholder approvals. Both banks remain FDIC members, and the California franchise is expected to be branded Tri Counties Bank, a division of First Hawaiian Bank, after closing, with First Hawaiian Bank branding in Hawaii.
TriCo Bancshares and First Hawaiian, Inc. plan to combine Tri Counties Bank and First Hawaiian Bank under an Agreement and Plan of Reorganization and Merger. The combination is described as a merger of complementary strengths that will create a $34 billion asset bank with a regional franchise spanning California, Hawaii and other Pacific markets.
The banks expect to maintain two brands, with First Hawaiian Bank in Hawaii and Tri Counties Bank in California, where Tri Counties Bank will operate as a division of First Hawaiian Bank. Leadership highlights continuity in local relationship banking, stating there are no plans to close branches or loan offices and that customers will continue working with their current bankers. The combination is framed as enhancing lending capacity, treasury management, mortgage, card, wealth and trust offerings, while emphasizing cultural alignment, community focus and forward-looking risks, including regulatory approvals, integration challenges and broader economic and industry conditions.
First Hawaiian, Inc. entered into an Agreement and Plan of Reorganization and Merger with TriCo Bancshares and a wholly owned FHI subsidiary, Horizon Merger Sub, Inc. Merger Sub will merge into TriCo, with TriCo surviving, then that surviving corporation will merge into FHI, followed by the merger of Tri Counties Bank into First Hawaiian Bank, which will remain the surviving bank.
FHI and TriCo issued a joint press release and an investor presentation describing the transaction and FHI’s preliminary second-quarter 2026 financial results for the quarter ended June 30, 2026. FHI expects to issue its full earnings release for this period on July 24, 2026. The companies plan to use a Registration Statement on Form S-4, including a joint proxy statement/prospectus, to seek FHI stockholder and TriCo shareholder approvals.
TriCo Bancshares and First Hawaiian, Inc. announced that they have executed an Agreement and Plan of Reorganization and Merger under which Horizon Merger Sub, Inc., a wholly owned subsidiary of First Hawaiian, will merge with and into TriCo, with TriCo surviving. Immediately afterward, the surviving TriCo entity will merge with and into First Hawaiian, which will remain as the surviving company. A subsequent bank merger will combine Tri Counties Bank with First Hawaiian Bank, with First Hawaiian Bank as the surviving bank. The companies released a joint press release and an investor presentation describing this proposed multi-step transaction and plan to file a Registration Statement on Form S-4 containing a joint proxy statement/prospectus for votes by First Hawaiian stockholders and TriCo shareholders.