At 2.095 shares per share, First Hawaiian and TriCo shareholders approve merger
Key Facts
First Hawaiian and TriCo Bancshares said on October 29, 2026, that shareholders of both companies had approved the merger, a corporate step that brings the deal closer to completion without making it final. The companies said final voting results for each special meeting would be disclosed in separate filings with the U.S. Securities and Exchange Commission. Regulatory approvals and customary closing conditions are still required before the deal can be completed. First Hawaiian’s quarterly filing said it was expected to close at the end of 2026. The deal has therefore moved from the shareholder-vote stage to completing regulatory and implementation procedures.
Under the definitive agreement, TriCo shareholders will receive 2.095 First Hawaiian shares for each TriCo share they own. The deal was valued at about $2.0 billion when announced, based on First Hawaiian’s share price on July 10, 2026. The exchange ratio means shareholders will receive stock, with its market value tied to First Hawaiian’s share price when the deal closes. This structure leaves shareholders of the acquiring company with the larger stake in the combined entity. Current First Hawaiian shareholders are expected to own about 65% of the merged company’s common shares, while former TriCo shareholders will own about 35%.
The merger is expected to create a banking institution with about $34 billion in assets and about $29 billion in deposits. It will operate across locations in Hawaii, California, Guam and Saipan, extending First Hawaiian’s presence from Hawaii into West Coast markets and Pacific territories. The deal involves two steps to combine the holding companies, followed by their subsidiary banks. After Tri Counties Bank and First Hawaiian Bank are combined, First Hawaiian Bank is expected to be the surviving banking entity. This structure places the expected assets and deposits under one banking institution, with First Hawaiian’s subsidiary bank continuing after the merger.
Management estimates include about $61 million in annual pretax operating expense savings once the targeted run rate is reached. The savings represent about 25% of TriCo’s 2026 cash noninterest expense base. The deal model assumed 50% of the savings would be realized in 2027, and all of them thereafter. These figures remain estimates tied to completing the merger and reaching the targeted run rate. This financial component provides one of the quantitative measures management used to present the impact of combining the institutions.
The definitive agreement followed negotiations that included an initial proposal in December 2025 with an exchange ratio of 1.960 First Hawaiian shares for each TriCo share. That proposal implied a market premium of about 14.6% to TriCo’s 90-day volume-weighted average share price and would have given TriCo shareholders about 34% of the combined company. Those terms were preliminary and preceded negotiations and the definitive agreement, which raised the expected ownership stake of former TriCo shareholders to about 35%, according to the current filing. TriCo’s merger proposal required support from holders of at least two-thirds of the outstanding shares entitled to vote. First Hawaiian shareholders voted on issuing shares for the deal, while TriCo shareholders voted on the merger proposal.
In trading, First Hawaiian shares closed at $25.41 on October 28, 2026, while TriCo shares closed at $53.02 on the same day. Those prices reflect the two stocks’ closes in the session before the announcement of shareholder approvals. The companies said detailed voting results would be included in separate Form 8-K filings. The remaining required regulatory steps include approvals from the Federal Reserve, the Federal Deposit Insurance Corporation, and the financial regulators in Hawaii and California. Closing is still expected at the end of 2026, subject to completion of those approvals and the deal’s other conditions.