{"url_path":"/sec/tcbk/8-k/2026-07-15/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits**","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":2015,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n \n\n** **\n\n**Item 9.01 Financial Statements and Exhibits**\n\n \n\nExhibit\n\nDescription\n\n[2.1](tm2620289d8_ex2-1.htm)\n[Agreement and Plan of Reorganization and Merger, dated as of July 12, 2026, by and among First Hawaiian, Inc., TriCo Bancshares and Horizon Merger Sub, Inc.*](tm2620289d8_ex2-1.htm)\n\n104\n104 Cover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation\nS-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may\nrequest confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.\n\n** **\n\n**FORWARD-LOOKING STATEMENTS**\n\n \n\nThis communication may contain “forward-looking statements”\nwithin the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and\nSection 21E of the Securities Exchange Act of 1934, as amended, including, among others, statements regarding the expected timing, completion\nand effects of the proposed business combination transaction between First Hawaiian, Inc. (“FHI”) and TriCo Bancshares (“TriCo”)\n(the “Transaction”) and the plans, objectives, expectations and intentions of FHI and TriCo. Any statement that does not describe\nhistorical or current facts is a forward-looking statement. Forward-looking statements are often, but not always, made through the use\nof words or phrases such as “annualized,” “anticipate,” “believe,” “continue,” “could,”\n“estimate,” “expect,” “goal,” “intend,” “may,” “might,” “outlook,”\n“plan,” “potential,” “predict,” “projection,” “seek,” “should,”\n“target,” “will,” “would” or the negative version of those words or other comparable words or phrases\nof a future or forward-looking nature.\n\n \n\nFHI and TriCo caution that the forward-looking statements in this communication\nare not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult\nto assess and are subject to change based on factors which are, in many instances, beyond FHI’s and TriCo’s control. A number\nof important factors could cause actual results to differ materially from those indicated in these forward-looking statements, including\nthe following: changes in general economic, political, or industry conditions, and in conditions impacting the banking industry specifically;\nuncertainty in U.S. fiscal, monetary and trade policy, including the interest rate policies of the Federal Reserve Board or the effects\nof any declines in housing and commercial real estate prices, high or increasing unemployment rates, continued or renewed inflation, the\nimpact of proposed or imposed tariffs by the U.S. government or retaliatory tariffs proposed or imposed by U.S. trading partners that\ncould have an adverse impact on customers or any recession or slowdown in economic growth particularly in the markets in which FHI and\nTriCo conduct business, including Hawaii, Guam, Saipan and California; volatility and disruptions in global capital and credit markets;\nthe impact of bank failures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity\nof banks; changes in interest rates that could significantly reduce net interest income and negatively affect asset yields and valuations\nand funding sources, including impacts on prepayment speeds; competitive pressures among financial institutions and nontraditional providers\nof financial services, including on product pricing and services; concentrations within FHI’s or TriCo’s loan portfolio (including\ncommercial real estate loans) or other asset classes, and the parties’ ability to attract and retain customer deposits, large loans\nto certain borrowers, access liquidity and capital, and manage deposit costs and funding sources; the success, impact, and timing of FHI’s\nand TriCo’s respective business strategies, including market acceptance of any new products or services and FHI’s and TriCo’s\nability to successfully implement strategic, operational, technology and integration initiatives; the failure to properly use and protect\ncustomer and employee information and data; cybersecurity risks, including the occurrence of fraudulent activity or a material breach\nof, or disruption to, the security of FHI’s, TriCo’s or their vendors’ systems; risks related to the development, implementation,\nuse and management of artificial intelligence and other emerging technologies; the effects of failures or interruptions of information,\ncommunications or third-party service-provider systems; the nature, extent, timing, and results of governmental actions, examinations,\nreviews, reforms, regulations, and interpretations; changes in laws or regulations; adverse weather conditions, natural disasters and\nother catastrophic events such as wildfires; the occurrence of any event, change or other circumstances that could give rise to the right\nof one or both of the parties to terminate the merger agreement to which FHI and TriCo are parties; the outcome of any legal proceedings\nthat may be instituted against FHI or TriCo, including potential litigation relating to the Transaction; delays in completing the Transaction;\nthe failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that\ncould adversely affect the combined company or the expected benefits of the Transaction); the failure to obtain stockholder or shareholder\napprovals, as applicable, or to satisfy any of the other conditions to the closing of the Transaction on a timely basis or at all; changes\nin FHI’s or TriCo’s share price before closing, including as a result of the financial performance of the other party prior\nto closing, or more generally due to broader stock market movements, and the performance of financial companies and peer group companies;\nthe possibility that the anticipated benefits of the Transaction are not realized when expected or at all, including as a result of the\nimpact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive\nfactors in the areas where FHI and TriCo do business; certain restrictions during the pendency of the proposed Transaction that may impact\nthe parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the Transaction may\nbe more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s\nattention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships,\nincluding those resulting from the announcement or completion of the Transaction; the ability to complete the Transaction and integration\nof FHI and TriCo promptly and successfully; the dilution caused by FHI’s issuance of additional shares of its capital stock in connection\nwith the Transaction; and other factors that may affect the future results of FHI and TriCo.\n\n \n\n \n\n \n\n \n\nThe foregoing factors should not be considered an exhaustive list and\nshould be read together with the other cautionary statements set forth in FHI’s Annual Report on Form 10-K for the year ended December\n31, 2025 and its latest Quarterly Report on Form 10-Q, which are on file with the Securities and Exchange Commission (the “SEC”)\nand available on FHI’s investor relations website, https://ir.fhb.com, under the heading “SEC Filings,” and in other\ndocuments FHI files with the SEC, and in TriCo’s Annual Report on Form 10-K for the year ended December 31, 2025 and its latest\nQuarterly Report on Form 10-Q, which are on file with the SEC and available on TriCo’s website, www.tcbk.com, under the “About”\ntab and the “Investor Relations” link and then under the heading “SEC Filings” and in other documents TriCo files\nwith the SEC. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove\nto be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any\nsuch forward-looking statements.\n\n \n\nAny forward-looking statement speaks only as of the date on which it\nis made, and neither FHI nor TriCo undertakes any obligation to update any forward-looking statement, whether as a result of new information,\nfuture developments or otherwise, except as required by applicable law.\n\n \n\n**IMPORTANT ADDITIONAL INFORMATION AND WHERE\nTO FIND IT**\n\n \n\nIn connection with the proposed Transaction, FHI will file with the\nSEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of FHI and TriCo and a Prospectus of FHI, as well as\nother relevant documents concerning the Transaction. Certain matters in respect of the Transaction involving FHI and TriCo will be submitted\nto FHI’s stockholders and TriCo’s shareholders, as applicable, for their consideration.\n\n \n\nThis communication does not constitute an offer to sell or the solicitation\nof an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities, in any jurisdiction\nin which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction. INVESTORS, FHI STOCKHOLDERS AND TRICO SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS\nREGARDING THE TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION,\nAS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.\n\n \n\n \n\n \n\n \n\nStockholders or shareholders, as applicable, will be able to obtain\na free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about the Transaction,\nFHI and TriCo, without charge, at the SEC’s website, www.sec.gov. Copies of the joint proxy statement/prospectus and the filings\nwith the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing\na request to First Hawaiian, Inc., Attention: Secretary, 999 Bishop Street, Honolulu, HI 96813, (808) 525-7000 or to TriCo Bancshares,\nAttention: Shareholder Services, 63 Constitution Drive, Chico, CA 95973, (530) 898-0300.\n\n \n\n**PARTICIPANTS IN THE SOLICITATION**\n\n \n\nFHI, TriCo, and certain of their respective directors and executive\nofficers may be deemed to be participants in the solicitation of proxies from FHI stockholders or TriCo shareholders in connection with\nthe Transaction under the rules of the SEC. Information regarding FHI’s directors and executive officers is available in the sections\nentitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial Owners\nand Management and Related Stockholder Matters” in FHI’s Annual Report on Form 10-K for the fiscal year ended December 31,\n2025, which was filed with the SEC on February 27, 2026 (available [here](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000036377/000110465926021544/fhb-20251231x10k.htm));\nin the sections entitled “Corporate Governance and Board Matters,” “Compensation Discussion and Analysis,” “Executive\nCompensation Tables,” “Biographies of Executive Officers” and “Security Ownership of Certain Beneficial Owners,\nDirectors and Management” in FHI’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders, which was\nfiled with the SEC on March 12, 2026 (available [here](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000036377/000110465926026700/tm2532317-1_def14a.htm));\nand other documents filed by FHI with the SEC. Information regarding TriCo’s directors and executive officers is available in the\nsections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial\nOwners and Management and Related Stockholder Matters;” in TriCo’s Annual Report on Form 10-K for the fiscal year ended December\n31, 2025, which was filed with the SEC on March 2, 2026 (available [here](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000356171/000035617126000010/tcbk-20251231.htm));\nin the sections entitled “Board of Directors,” “Corporate Governance, Board Nominations and Board Committees,”\n“Compensation of Directors,” “Ownership of Voting Securities,” “Compensation Discussion and Analysis”\nand “Compensation of Named Executive Officers” in TriCo’s definitive proxy statement relating to its 2026 Annual Meeting\nof Shareholders, which was filed with the SEC on April 17, 2026 (available [here](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000356171/000035617126000033/tcbk-20260417.htm));\nand other documents filed by TriCo with the SEC. To the extent holdings of FHI common stock by the directors and executive officers of\nFHI or holdings of TriCo common stock by directors and executive officers of TriCo have changed from the amounts held by such persons\nas reflected in the documents described above, such changes have been or will be reflected on Statements of Change in Ownership on Form 4\nfiled with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect\ninterests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus relating to the Transaction. Free\ncopies of this document, when available, may be obtained as described in the preceding paragraph.\n\n \n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n \n \n \n\n \n\n**TRICO BANCSHARES**\n\n \n\n \n\n \n \n \n\nDate: July 15, 2026\nBy:\n \n\n/s/ Richard P. Smith\n\n \nName:\n \nRichard P. Smith\n\n \nTitle:\n \nChairman, President & Chief Executive Officer"}