TriCo Bancshares (TCBK) M&A announcement summary

Deal rationale and strategic fit

• The merger creates a leading Pacific banking franchise with immediate scale in Hawaii and California, leveraging complementary cultures, shared values, and decades of operational experience.

• The combined entity will have approximately $34 billion in assets, ranking as the 6th largest bank headquartered in the Western U.S.

• Geographic diversification and a premium deposit franchise preserve funding advantage and support further growth.

• Both organizations share a relationship-driven, community-focused culture and disciplined credit practices, with experienced local leadership retained.

• The partnership expands access to new markets and enables a broader product suite for clients.

Financial terms and conditions

• All-stock transaction with TriCo shareholders receiving 2.095 First Hawaiian shares per TriCo share, valued at $63.12 per share based on July 10, 2026 closing price.

• Aggregate transaction value is $2.02 billion, with First Hawaiian shareholders owning about 65% and TriCo shareholders about 35% of the combined company.

• The deal is priced at 1.98x tangible book value, 14.4x 2027 earnings, or 10.7x fully synergized 2027 earnings.

• Four TriCo directors, including the CEO, will join the board, with three more to be mutually agreed upon before closing; Tri Counties Bank will retain its brand in California.

Synergies and expected cost savings

• The merger targets $61 million pre-tax annual cost synergies, equal to 25% of TriCo's 2026E non-interest expense, primarily from IT and vendor consolidations.

• 50% of cost synergies are expected in 2027, 100% thereafter.

• Expected EPS accretion is ~6% in 2027, with a high teens IRR and tangible book value dilution under 5%, with a 2.8-year earn-back.

• No revenue synergies or branch closures are modeled into the financial projections.

• One-time merger costs of $125 million pre-tax at closing.