TriCo Bancshares (TCBK) Proxy filing summary

Executive summary

• First Hawaiian, Inc. and TriCo Bancshares entered into a merger agreement on July 12, 2026, to create a leading Hawaii and California banking franchise with $34 billion in assets and $29 billion in deposits, spanning Hawaii, California, Guam, and Saipan.

• TriCo shareholders will receive 2.095 shares of First Hawaiian common stock for each TriCo share, with an implied value of $63.12 per share at announcement and $54.16 per share as of September 15, 2026.

• Post-merger, First Hawaiian shareholders will own approximately 65% and former TriCo shareholders about 35% of the combined company.

• The transaction is structured as a two-step merger, followed by the merger of Tri Counties Bank into First Hawaiian Bank.

• The merger is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Voting matters and shareholder proposals

• First Hawaiian shareholders will vote on the issuance of new shares for the merger and on a potential adjournment to solicit more proxies if needed.

• TriCo shareholders will vote on the merger agreement, an advisory vote on executive compensation related to the merger, and a potential adjournment.

• Approval of the merger requires a majority vote of First Hawaiian shareholders present and two-thirds of all TriCo shares outstanding.

• Each board unanimously recommends voting in favor of all proposals.

Board of directors and corporate governance

• Four TriCo directors, including TriCo’s CEO, will join the First Hawaiian board and First Hawaiian Bank board post-merger.

• Robert S. Harrison will remain CEO of First Hawaiian and First Hawaiian Bank.

• The combined board structure is designed to ensure continuity and integration of leadership.