The fixed exchange ratio means TCBK shareholders bear full market risk of FHB stock price fluctuations until close. Monitor FHB's stock price relative to the implied deal value — any significant decline could pressure TCBK's stock. Also watch for regulatory approvals and any potential competing bids or shareholder opposition given the two-thirds vote requirement for TCBK.
Price Chart
Executive Summary
First Hawaiian (FHB) is acquiring TriCo Bancshares (TCBK) in an all-stock merger valued at approximately $2.0 billion. TriCo shareholders will receive 2.095 FHB shares per TCBK share. Both boards unanimously recommend approval. The special meetings are scheduled for October 29, 2026. The deal requires a two-thirds vote from TriCo shareholders and a majority vote from FHB stockholders present at the meeting. Regulatory approvals from the FDIC, Hawaii DFI, and potentially the Federal Reserve and California DFPI are pending. No appraisal rights are available for either set of shareholders.
Key Financial Metrics
Key Facts
- TriCo shareholders receive 2.095 FHB shares per TCBK share, fixed exchange ratio.
- Based on FHB's July 10, 2026 closing price of $30.13, the implied value was $63.12 per TCBK share; based on September 15, 2026 closing price of $25.85, the implied value is $54.16 per TCBK share.
- Total merger consideration is approximately $2.0 billion.
- FHB expects to issue ~67.1 million shares to TriCo shareholders; existing FHB stockholders will own ~65% and former TriCo shareholders ~35% of the combined company.
- Both boards unanimously recommend approval; no dissenting directors noted.
- TriCo merger proposal requires affirmative vote of at least two-thirds of outstanding TCBK shares.
- FHB share issuance proposal requires affirmative vote of a majority of FHB shares present and entitled to vote at the special meeting.
- No appraisal or dissenters' rights for either FHB stockholders or TriCo shareholders.
- Special meetings scheduled for October 29, 2026 (FHB at 10:00 a.m. HST; TCBK at 1:00 p.m. PT).
- Termination fee of $80 million payable by either party under certain circumstances.
- Regulatory approvals required from FDIC, Hawaii DFI, and potentially Federal Reserve and California DFPI; initial submissions made in August 2026.
- Evercore provided fairness opinion to FHB; KBW provided fairness opinion to TCBK.
- Four TriCo directors (including CEO Richard P. Smith) will join FHB's board post-closing.
- TriCo directors holding ~5.78% of outstanding TCBK shares have entered into voting and support agreements to vote in favor.
Financial Impact
Approximately $2.0 billion aggregate merger consideration based on fixed exchange ratio of 2.095 FHB shares per TCBK share.
Risk Factors
- Fixed exchange ratio exposes TCBK shareholders to FHB stock price decline before close.
- Regulatory approvals (FDIC, Hawaii DFI, potentially Federal Reserve and California DFPI) may impose conditions or be delayed.
- Two-thirds vote requirement for TCBK creates risk of failure if significant shareholder opposition emerges.
- Integration risks and potential failure to achieve projected cost synergies.
- Termination fee of $80 million may deter competing bids.
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-108313 |
| Document: tm2624984-1_defm14a.htm | 0001104659-26-108313 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | 8-K | $54.39 | awaiting T+5 | — | $52.83 (−2.87%) |
Sep 16, 2026 5w ago | DEFM14A | $53.70 $52.10 | ▼ −2.98% | ▼ −3.58% | $52.83 (−1.62%) |
Aug 21, 2026 9w ago | 8-K | $55.07 $53.81 | ▼ −2.29% | ▼ −2.76% | $52.83 (−4.07%) |
Aug 14, 2026 10w ago | 425 | $57.46 $54.52 | ▼ −5.12% | ▼ −3.93% | $52.83 (−8.06%) |
Jul 29, 2026 12w ago | 425 | $57.91 $57.78 | ▼ −0.22% | ▼ −5.75% | $52.83 (−8.77%) |
Jul 29, 2026 12w ago | 425 | $57.91 $57.78 | ▼ −0.22% | ▼ −5.75% | $52.83 (−8.77%) |
Jul 23, 2026 13w ago | 425 | $59.28 $57.94 | ▼ −2.26% | ▼ −2.74% | $52.83 (−10.88%) |
Jul 13, 2026 15w ago | 425 | $60.07 $60.52 | ▲ +0.75% | ▲ +1.53% | $52.83 (−12.05%) |
Jul 13, 2026 15w ago | 425 | $60.07 $60.52 | ▲ +0.75% | ▲ +1.53% | $52.83 (−12.05%) |
Jun 11, 2026 19w ago | Institutional Cluster | $52.04 $50.90 | ▼ −2.19% | ▼ −2.62% | $52.83 (+1.52%) |
US Market Status
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