{"url_path":"/sec/tcbk/8-k/2026-07-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/356171/0001104659-26-083891-index.html","accession_number":"0001104659-26-083891","cik":"0000356171","ticker":"TCBK","issuer_name":"TRICO BANCSHARES /","edgar_url":"https://www.sec.gov/Archives/edgar/data/356171/0001104659-26-083891-index.html","primary_entity_key":"0000356171","primary_entity_name":"TRICO BANCSHARES /"},"word_count":1975,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n** **\n\n**Merger Agreement**\n\n** **\n\n*Overview*\n\n* *\n\nOn July 12, 2026, TriCo Bancshares, a California corporation (“TriCo”),\nentered into an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) with First Hawaiian, Inc., a Delaware\ncorporation (“FHI”), and Horizon Merger Sub, Inc., a California corporation and a direct, wholly owned subsidiary of FHI (“Merger\nSub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge\nwith and into TriCo (the “Merger”), with TriCo surviving the Merger (the “Surviving Corporation”), and immediately\nfollowing the Merger, the Surviving Corporation will merge with and into FHI (the “Second Step Merger”, and together with\nthe Merger, the “Mergers”), with FHI continuing as the surviving entity in the Second Step Merger. Promptly following the\nSecond Step Merger, Tri Counties Bank, a California state-chartered non-member bank and wholly owned subsidiary of TriCo, will merge with\nand into First Hawaiian Bank, a Hawaii state-chartered non-member bank and wholly owned subsidiary of FHI (the “Bank Merger”),\nwith First Hawaiian Bank continuing as the surviving bank in the Bank Merger.\n\n \n\nThe Merger Agreement was unanimously approved and adopted by the board\nof directors of each of TriCo, FHI and Merger Sub.\n\n \n\n*Merger Consideration*\n\n* *\n\nSubject to the terms and conditions of the Merger Agreement, at the\neffective time of the Merger (the “Effective Time”), each share of common stock, no par value per share, of TriCo (“TriCo\nCommon Stock”) outstanding immediately prior to the Effective Time, other than shares of TriCo Common Stock owned, directly or indirectly,\nby TriCo, FHI or any of their respective wholly owned subsidiaries (other than those held in a fiduciary capacity or as a result of debts\npreviously contracted), will be converted into the right to receive 2.095 shares (the “Exchange Ratio”) of common stock, par\nvalue $0.01 per share, of FHI (“FHI Common Stock”). Holders of TriCo Common Stock will receive cash in lieu of fractional\nshares.\n\n \n\n*Treatment of TriCo Equity Awards*\n\n* *\n\nPursuant to the terms of the Merger Agreement, at the Effective Time,\nequity-based awards outstanding under TriCo’s equity-based incentive compensation plans immediately prior to the Effective Time\nwill generally be subject to the following treatment:\n\n \n\n·Each outstanding TriCo performance-based restricted stock unit award granted more than 12 months prior to the Effective Time will\nbe cancelled and converted into the right to receive a number of fully vested shares of FHI Common Stock, based on the number of shares\nunderlying the TriCo equity award immediately prior to the Effective Time that would be earned based on the actual level of achievement\nof the applicable performance goals through the business day prior to the Effective Time, prorated for the portion of the applicable performance\nperiod elapsed through such date and adjusted based on the Exchange Ratio.\n\n \n\n·Each other outstanding TriCo performance-based restricted stock unit award will be assumed and converted into a corresponding restricted\nstock unit award in respect of FHI Common Stock, with the number of shares underlying such award determined based on the number of shares\nunderlying the TriCo equity award immediately prior to the Effective Time that would be earned assuming the achievement of the applicable\nperformance goals based on target performance and adjusted based on the Exchange Ratio, generally subject to the same terms and conditions\n(including service-based vesting terms and any applicable change in control and termination of employment protection, but excluding any\nperformance-based vesting conditions) as applied to the corresponding TriCo equity award immediately prior to the Effective Time.\n\n \n\n \n\n \n\n \n\n·Each outstanding TriCo time-based restricted stock unit award will be assumed and converted into a corresponding restricted stock\nunit award in respect of FHI Common Stock, with the number of shares underlying such award determined based on the number of shares underlying\nthe TriCo equity award immediately prior to the Effective Time and adjusted based on the Exchange Ratio, generally subject to the same\nterms and conditions (including vesting terms and any applicable change in control and termination of employment protection) as applied\nto the corresponding TriCo equity award immediately prior to the Effective Time.\n\n \n\n*Corporate Governance*\n\n* *\n\nThe Merger Agreement also provides that, at the Effective Time, four\ndirectors of TriCo as of immediately prior to the Effective Time will be added to FHI’s board of directors. In addition, the Merger\nAgreement provides that, effective as of the Effective Time, the board of directors of First Hawaiian Bank will be reconstituted so that\nits membership mirrors the composition of FHI’s board of directors, including the directors of TriCo who will be appointed to FHI’s\nboard of directors in connection with the Merger. Subject to the requirements of applicable law, after the closing of the Bank Merger,\nFirst Hawaiian Bank will operate Tri Counties Bank as a division of First Hawaiian Bank.\n\n \n\n*Representations and Warranties; Covenants*\n\n* *\n\nThe Merger Agreement contains customary representations and warranties\nfrom both FHI and TriCo, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the\nconduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (2) its obligations\nto call a meeting of its stockholders or shareholders, as applicable, to approve, in the case of TriCo, the Merger Agreement and the transactions\ncontemplated thereby (the “TriCo Shareholder Approval”), and, in the case of FHI, the issuance of shares of FHI Common Stock\nto be issued to TriCo’s shareholders in the Merger (the “FHI Stockholder Approval”) and, subject to certain exceptions,\nfor the board of directors of each of FHI and TriCo to recommend that its stockholders or shareholders, as applicable, vote in favor of\nsuch approvals, and (3) its non-solicitation obligations relating to alternative acquisition proposals. FHI and TriCo have also agreed\nto use their reasonable best efforts to prepare and file all applications, notices and other documents to obtain all necessary consents\nand approvals for consummation of the transactions contemplated by the Merger Agreement.\n\n \n\n*Closing Conditions*\n\n* *\n\nThe completion of the Merger is subject to customary conditions, including\n(1) receipt of the FHI Stockholder Approval and the TriCo Shareholder Approval, (2) the filing of a notification of listing\nof the shares of FHI Common Stock to be issued in the Merger in accordance with the Nasdaq Stock Market’s listing rules, (3) receipt\nof required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit\nInsurance Corporation, the Hawaii Department of Commerce and Consumer Affairs, Division of Financial Institutions and the California Department\nof Financial Protection and Innovation, (4) effectiveness of the registration statement on Form S-4 for the FHI Common Stock\nto be issued in the Merger, and (5) the absence of any order, injunction, decree or other legal restraint preventing the completion\nof the Mergers, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion of the\nMergers, the Bank Merger or any of the other transactions contemplated by the Merger Agreement illegal. Each party’s obligation\nto complete the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the\naccuracy of the representations and warranties of the other party, (2) performance in all material respects by the other party of\nits obligations under the Merger Agreement and (3) receipt by such party of an opinion from its counsel to the effect that the Mergers,\ntaken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code\nof 1986, as amended.\n\n \n\n*Termination; Termination Fee*\n\n* *\n\nThe Merger Agreement provides certain termination rights for both TriCo\nand FHI and further provides that a termination fee of $80,000,000 will be payable by either TriCo or FHI in the event of termination\nof the Merger Agreement under certain circumstances.\n\n \n\n \n\n \n\n \n\n*Voting and Support Agreements*\n\n* *\n\nConcurrently with the execution of the Merger Agreement and as a condition\nto FHI’s willingness to enter into the Merger Agreement, each member of the TriCo board of directors entered into a voting and support\nagreement with FHI (the “Voting and Support Agreements”), pursuant to which, among other things, each director has agreed\n(in such director’s capacity as a shareholder only) to (a) vote all of the shares of TriCo Common Stock owned by such director:\n(i) in favor of the adoption of the Merger Agreement and (ii) against alternative transactions or other proposals that are intended to\nor would reasonably be expected to prevent or materially delay the Merger, (b) grant a corresponding proxy with respect to such director’s\nshares under certain circumstances and (c) until the receipt of the TriCo Shareholder Approval, not, directly or indirectly, sell, assign,\ntransfer or otherwise dispose of such director’s shares of TriCo Common Stock, subject to certain customary exceptions. Each of\nthe Voting and Support Agreements will terminate at the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement\nin accordance with its terms, and (c) any amendment to the Merger Agreement without the prior written consent of the director party thereto\nif such amendment diminishes the Merger Consideration, changes the form of Merger Consideration or extends the termination date of the\nMerger Agreement other than pursuant to any extension right expressly provided in the Merger Agreement. The Voting and Support Agreements\nare each substantially in the form included as Exhibit B to the Merger Agreement, which is attached to this Current Report\non Form 8-K as Exhibit 2.1.\n\n \n\n*Important Statement Regarding the Merger Agreement*\n\n* *\n\nThe foregoing description of the Merger Agreement does not purport\nto be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto\nas Exhibit 2.1 and is incorporated herein by reference.\n\n \n\nThe representations, warranties and covenants of each party set forth\nin the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement;\nmay be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the\npurposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and\nmay be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly,\nthe representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors\nshould not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation\nof the Merger and (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.\nMoreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement,\nwhich subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement\nis included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide\ninvestors with any other factual information regarding TriCo or FHI, their respective affiliates or their respective businesses. The Merger\nAgreement should not be read alone, but should instead be read in conjunction with the other information regarding TriCo, FHI, their respective\naffiliates or their respective businesses, the Merger Agreement and the transactions contemplated thereby that will be contained in, or\nincorporated by reference into, the Registration Statement on Form S-4 that will include a joint proxy statement of FHI and TriCo and\na prospectus of FHI, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other\nfilings that each of TriCo and FHI makes with the Securities and Exchange Commission."}