Pending Merger |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Business Combination [Abstract] | |
| Pending Merger | Pending Merger On July 12, 2026, TriCo entered into an Agreement and Plan of Reorganization and Merger (the “merger agreement”) with First Hawaiian, Inc., a Delaware corporation (“First Hawaiian”) and Horizon Merger Sub, Inc., a California corporation and wholly owned subsidiary of First Hawaiian (“Merger Sub”). The merger agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into TriCo (the “merger”), with TriCo surviving the merger (the “Surviving Corporation”), and immediately following the merger, the Surviving Corporation will merge with and into First Hawaiian (the “second step merger,” and together with the merger, the “mergers”), with First Hawaiian continuing as the surviving entity in the second step merger. Promptly following the second step merger, Tri Counties Bank will merge with and into First Hawaiian’s wholly owned bank subsidiary, First Hawaiian Bank (the “bank merger”), with First Hawaiian Bank surviving the bank merger. The merger agreement was unanimously approved and adopted by the board of directors of each of TriCo, FHI and Merger Sub. Subject to the terms and conditions of the merger agreement, at the effective time of the merger (the “effective time”), each share of TriCo common stock outstanding immediately prior to the effective time, other than shares owned, directly or indirectly, by TriCo, First Hawaiian or any of their respective subsidiaries, will be converted into the right to receive 2.095 shares of common stock, par value $0.01 per share, of First Hawaiian. Holders of TriCo’s common stock will receive cash in lieu of fractional shares. Upon closing of the transaction, First Hawaiian and TriCo shareholders are expected to own approximately 65% and 35%, respectively, of the combined company. The transaction is expected to close by the end of 2026, subject to the receipt of required regulatory approvals, approval by First Hawaiian and TriCo shareholders and the satisfaction of customary closing conditions. A summary of the terms of the merger agreement and other related agreements are summarized in, and the merger agreement has been filed as an exhibit to, the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 15, 2026.
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