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425 ·Filed Jul 13, 2026

TCBK

TRICO BANCSHARES /
BULLISH
Impact 7/10
Horizonmonths Processed3mo ago SEC0001104659-26-082852
Rule 425 M&A communications
Actionable Insight ▲ Bullish

TCBK shares should trade toward the $63.12 implied value, with the spread reflecting deal-closing risk (regulatory approvals, shareholder votes) and FHB stock price volatility. Monitor the S-4 filing for the fairness opinion and any competing bids. The 2.8-year TBVPS earnback and ~6% EPS accretion provide a clear value floor for TCBK holders.

DirectionBullish
Confidencehigh
Horizonmonths
Final — all horizons settled through T+60d ⚠ clustered
TCBK ▼ -13.25% at T+60d
LONG call ✗ call lost -13.25% · α vs SPY -17.25% · entry $60.07 → $52.11
Entry = T+0 close
Jul 13, 2026
via day close
T+1d
-2.10%
call -2.10% · α -2.45%
$58.81
settled 4mo ago
T+5d
+0.75%
call +0.75% · α +1.53%
$60.52
settled 3mo ago
T+20d
-5.28%
call -5.28% · α -8.46%
$56.90
settled 3mo ago
T+60d
-13.25%
call -13.25% · α -17.25%
$52.11
settled 21d ago

Price Chart

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Executive Summary

First Hawaiian (FHB) will acquire TriCo Bancshares (TCBK) in an all-stock transaction valued at $63.12 per TCBK share ($2.022B aggregate), representing a fixed exchange ratio of 2.095 FHB shares per TCBK share. The deal is expected to close by end of 2026, is ~6% EPS accretive to FHB on a fully synergized basis, and creates the 6th largest Western U.S. bank with $34B in assets. For TCBK shareholders, the transaction delivers a significant premium and immediate value realization through FHB stock, while the combined entity targets top-quartile profitability metrics.

Key Financial Metrics

Deal Value
$2.0B
Deal Type
merger

Key Facts

  • First Hawaiian (FHB) to acquire TriCo Bancshares (TCBK) in an all-stock transaction valued at $63.12 per TCBK share, or $2.022B aggregate.
  • Fixed exchange ratio of 2.095 FHB shares per TCBK share; FHB shareholders to own ~65% and TCBK shareholders ~35% of the combined company.
  • Transaction expected to close by end of 2026, subject to regulatory and shareholder approvals.
  • Pro forma combined company will have ~$34B in total assets, ~$29B in deposits, and 117 branches, becoming the 6th largest Western U.S. bank.
  • Cost synergies of $61M pre-tax (25% of TriCo's 2026E NIE), with ~6% EPS accretion to FHB on a fully synergized basis.
  • Pro forma 2027E ROAA of 1.35%+, ROATCE of 18%+, and efficiency ratio <50% — top quartile among peers.
  • TBVPS dilution of 4.7% with a 2.8-year earnback period; pro forma CET1 ratio of 12.4% at close.
  • First Hawaiian reported preliminary 2Q26 net income of $73.4M (diluted EPS $0.60), up 8% QoQ from $67.8M ($0.55).
  • No expected branch closings; Tri Counties Bank branding retained in California; 4 TriCo directors to join First Hawaiian board.

Financial Impact

TCBK shareholders receive $63.12/share in FHB stock, a 1.98x price/TBV multiple. The deal is ~6% EPS accretive to FHB on a fully synergized basis with $61M pre-tax cost synergies. Pro forma 2027E ROAA of 1.35%+ and ROATCE of 18%+ are top-quartile. TBVPS dilution of 4.7% with a 2.8-year earnback.

revenueearningsdilutioncost synergiescapital ratiosdeposit costsefficiency ratio

Risk Factors

  • Regulatory approval risk — bank mergers face heightened scrutiny; conditions could be imposed that reduce expected synergies.
  • Shareholder approval risk — both FHB and TCBK shareholders must approve; any dissent could delay or derail the deal.
  • FHB stock price volatility between signing and close directly impacts the consideration value for TCBK shareholders.
  • Integration risk — combining two distinct banking cultures and systems across Hawaii and California may delay synergy realization.
  • Revenue synergies are identified but not modeled; if not achieved, the ~6% EPS accretion may be lower.

Market Snapshot

Exchange
Nasdaq
Sector
State Commercial Banks
Analyst Consensus
67% bullish (12 analysts)

Investment Themes

Traditional Finance

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001104659-26-082852
Document: tm2620289d1_8k.htm0001104659-26-082852
Document: tm2620289d1_ex99-1.htm0001104659-26-082852
Document: 0001104659-26-082852-index-headers.html0001104659-26-082852
Document: 0001104659-26-082852-index.html0001104659-26-082852
Document: 0001104659-26-082852.txt0001104659-26-082852
11 reports for TCBK
Performance horizon

Track record builds as more directional reports settle.

Filters
Rows
Reports for TCBK — sortable, filterable
TypeNow
Oct 21, 2026
5d ago
8-K
BULLISH ★ 6/10
$54.39awaiting T+5—$52.83 (−2.87%)
Sep 16, 2026
5w ago
DEFM14A
NEUTRAL ★ 5/10
$53.70 $52.10▼ −2.98%▼ −3.58%$52.83 (−1.62%)
Aug 21, 2026
9w ago
8-K
NEUTRAL ★ 3/10
$55.07 $53.81▼ −2.29%▼ −2.76%$52.83 (−4.07%)
Aug 14, 2026
10w ago
425
NEUTRAL ★ 3/10
$57.46 $54.52▼ −5.12%▼ −3.93%$52.83 (−8.06%)
Jul 29, 2026
12w ago
425
NEUTRAL ★ 3/10
$57.91 $57.78▼ −0.22%▼ −5.75%$52.83 (−8.77%)
Jul 29, 2026
12w ago
425
NEUTRAL ★ 3/10
$57.91 $57.78▼ −0.22%▼ −5.75%$52.83 (−8.77%)
Jul 23, 2026
13w ago
425
BULLISH ★ 6/10
$59.28 $57.94▼ −2.26%▼ −2.74%$52.83 (−10.88%)
Jul 13, 2026
15w ago
425
BULLISH ★ 7/10
$60.07 $60.52▲ +0.75%▲ +1.53%$52.83 (−12.05%)
Jul 13, 2026
15w ago
425
BULLISH ★ 7/10
$60.07 $60.52▲ +0.75%▲ +1.53%$52.83 (−12.05%)
Jun 11, 2026
19w ago
Institutional Cluster
NEUTRAL ★ 3/10
$52.04 $50.90▼ −2.19%▼ −2.62%$52.83 (+1.52%)
Showing 10 of 11

US Market Status

Market Closed — Opens in 25m

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Report published Jul 13, 2026