TriCo Bancshares (TCBK) M&A announcement summary

Deal rationale and strategic fit

• The merger creates a leading Pacific banking franchise with immediate scale in Hawaii and California, leveraging complementary cultures, strong community ties, and decades of operational experience on the Mainland.

• Both organizations share a relationship-driven, disciplined credit culture and focus on low-cost, core-funded deposit franchises, with experienced local leadership retained.

• The deal provides geographic diversification, growth opportunities, and robust capital generation, with California's large economy and a premium deposit franchise supporting long-term potential.

• The partnership enables a comprehensive product suite and deeper client relationships across an expanded West Coast footprint.

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 based on July 10, 2026 closing price, for an aggregate value of $2.02 billion.

• First Hawaiian shareholders will own about 65% and TriCo shareholders about 35% of the combined company.

• 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, with three more to be mutually agreed upon before closing; Tri Counties Bank will retain its brand in California.

Synergies and expected cost savings

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

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

• Expected EPS accretion of ~6% in 2027 and high teens IRR, with tangible book value dilution under 5% and earn-back in 2.8 years.

• No revenue synergies or branch closures are modeled in the financial projections.

• One-time merger costs of $125 million pre-tax at closing.