First Hawaiian (FHB) M&A announcement summary

Deal rationale and strategic fit

• The merger creates the leading Pacific banking franchise with approximately $34 billion in assets, immediate scale in California, and diversified exposure across Hawaii, California, Guam, Saipan, and the U.S. Mainland.

• Both organizations share a relationship-driven, community-focused culture, disciplined credit practices, and a commitment to local market strengths.

• The partnership leverages complementary platforms, expands product capabilities, and enhances client relationships.

• TriCo's presence in key California markets aligns with long-term growth strategies and enhances the product suite for both client bases.

• The combined entity is positioned as the 6th largest bank headquartered in the Western U.S. by deposits.

Financial terms and conditions

• All-stock transaction with TriCo shareholders receiving 2.095 First Hawaiian shares per TriCo share, valued at $63.12 per share and an aggregate transaction value of $2.02 billion.

• Pro forma ownership: approximately 65% First Hawaiian shareholders and 35% TriCo shareholders.

• The deal is priced at 1.98x tangible book value, 14.4x 2027 earnings, or 10.7x fully synergized 2027 earnings.

• Four TriCo directors, including the CEO, will join the board; Tri Counties Bank will retain its brand in California.

• No branch closures are anticipated as part of the transaction.

Synergies and expected cost savings

• The transaction targets $61 million in pre-tax annual cost synergies, equal to 25% of TriCo's 2026E non-interest expense, mainly from IT and vendor consolidation.

• 50% of cost savings are expected to be realized in 2027, with 100% thereafter.

• Expected EPS accretion of 6% and high teens IRR, with tangible book value dilution under 5% and earn-back in 2.8 years.

• Financial metrics are not dependent on modeled revenue synergies or branch closures.