TriCo Shareholders Approve Merger by 24,113,014 Votes to 223,343

Key Facts

TriCo shareholders approved the merger agreement with First Hawaiian at a special meeting held on October 29, 2026, by 24,113,014 votes in favor to 223,343 against, with 29,594 abstentions. TriCo announced the voting results in a filing with the U.S. Securities and Exchange Commission. At the same meeting, First Hawaiian shareholders approved the issuance of shares to be used as merger consideration, completing shareholder approval by both parties. The vote clears a major hurdle for the deal, which remains subject to customary closing conditions. The companies expect to complete it later in 2026.

Owners of 24,365,951 shares participated in TriCo's meeting, in person or by proxy. The number of outstanding shares entitled to vote as of the September 11, 2026, record date was 31,966,630. Approval of the merger proposal required the support of holders of at least two-thirds of the outstanding shares entitled to vote. The proposal received support well above that threshold, according to the filing results. These figures show the level of participation and the basis on which approval was calculated.

Shareholders also approved a nonbinding advisory proposal concerning merger-related compensation, by 22,950,706 votes in favor, 1,287,428 against and 127,816 abstentions. This was a separate vote from the one on the merger agreement. The joint filing states that the compensation vote is advisory and is not a condition to completing the deal. Its approval was therefore not itself required to meet the voting threshold for the merger. Both votes were held at the same special meeting on October 29.

Under the agreement's terms, TriCo shareholders will receive 2.095 First Hawaiian shares for each TriCo share they own. Deal documents valued the consideration at about $63.12 per share, based on First Hawaiian's closing share price on July 10, 2026. The fixed exchange ratio means the value of the consideration is affected by First Hawaiian's share price through the period until the deal closes. After closing, First Hawaiian expects its current shareholders to own about 65% of the combined company's common shares, compared with about 35% for former TriCo shareholders. These percentages reflect the expected ownership distribution after the two companies merge.

Deal estimates based on June 30, 2026, data indicate that the combined company will have about $34 billion in assets, about $29 billion in deposits and about $22 billion in loans. The deal announcement described the resulting entity as the sixth-largest bank headquartered in the western United States. First Hawaiian also estimated annual pretax operating cost savings of about $61 million once fully realized, equivalent to about 25% of TriCo's estimated 2026 cash noninterest expenses. The company expects to begin realizing these savings in 2027. The savings are intended to reduce the expense base after the companies merge.

Under the deal structure, Tri Counties Bank will merge into First Hawaiian Bank after the two holding companies merge, with First Hawaiian Bank continuing as the surviving bank. First Hawaiian said when it announced the deal that Tri Counties Bank would retain its brand in California. The company added that it does not expect to close any branches. First Hawaiian shares, which trade under the ticker FHB, closed at $25.2 on October 30, 2026, according to EL7 data. The companies said when they announced the deal that they aimed to create the sixth-largest bank headquartered in the western United States, a scale reflected in the combined asset estimates.

The companies said in a filing on the voting results that completion of the deal remains subject to satisfaction of the customary closing conditions set out in the merger agreement. They set an expected completion date for later in 2026. Until then, the exchange ratio specified in the agreement remains the basis for the consideration TriCo shareholders will receive when the deal closes. The combined entity's expected ownership percentages also remain contingent on closing under the agreement. The filing did not specify a closing date.