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.
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.
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.