Trico Bancshares

1. 1

   TriCo Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Reorganization and Merger dated July 12, 2026, among TriCo Bancshares, First Hawaiian, Inc., and Horizon Merger Sub, Inc., and the transactions contemplated by that agreement.

   More detail

   The proposal asks TriCo shareholders to approve the July 12, 2026 Agreement and Plan of Reorganization and Merger with First Hawaiian and Horizon Merger Sub. The transaction involves a first-step merger of Merger Sub into TriCo, followed immediately by a second-step merger of TriCo into First Hawaiian. TriCo shareholders would receive 2.095 shares of First Hawaiian common stock for each TriCo share, subject to cash in lieu of fractional shares. A related bank merger would combine Tri Counties Bank with First Hawaiian Bank. Approval requires the affirmative vote of at least two-thirds of TriCo’s outstanding shares entitled to vote, making the proposal more demanding than a simple majority of votes cast. Approval is a condition to completion of the mergers, and failure to obtain it would leave TriCo independent and its shareholders without merger consideration. The TriCo board cited strategic benefits including broader geographic reach, greater scale, investment capacity, complementary cultures, expected financial benefits, and participation in the combined company. The board also considered execution, regulatory, integration, dilution, fixed-exchange-ratio, employee-retention, and termination-fee risks. After evaluating those factors and receiving a fairness opinion from KBW, the board unanimously recommended that shareholders vote FOR the proposal.

2. 2

   TriCo Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the merger-related compensation that will or may be paid to TriCo’s named executive officers in connection with the mergers.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, compensation that may be paid to TriCo’s named executive officers because of or in connection with the mergers. The resolution covers compensation disclosed under Item 402(t) of Regulation S-K, including severance, equity-award treatment, benefits, pension or supplemental retirement benefits, and other transaction-related payments. The disclosed estimates assume an August 28, 2026 closing and qualifying terminations for the named executive officers. Richard P. Smith’s estimated total is $10.88 million, while the other named executive officers’ estimated totals range from approximately $1.73 million to $3.19 million. The arrangements include both single-trigger and double-trigger benefits, including Mr. Smith’s $2.5 million transaction bonus and accelerated or converted equity awards. The proposal is required by Section 14A of the Exchange Act and SEC Rule 14a-21(c), which require a shareholder advisory vote on golden-parachute compensation in a merger context. Approval is not a condition to completion of the mergers and does not bind TriCo, First Hawaiian, or the executives. Even if shareholders reject the proposal, the compensation remains payable to the extent required by the underlying agreements and arrangements if the merger closes. The TriCo board was aware of the executives’ potentially differing interests and nevertheless unanimously recommended a FOR vote.

3. 3

   TriCo Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the TriCo special meeting, if necessary or appropriate, to solicit additional proxies or provide shareholders with supplemental or amended proxy materials.

   More detail

   The proposal asks shareholders to authorize adjournment of the TriCo special meeting when additional time or votes may be needed. The stated purposes are to solicit additional proxies if the merger proposal lacks sufficient support or to ensure that supplemental or amended proxy materials are timely provided. Adjournment could be requested even if a quorum is absent, subject to the applicable voting requirements. If the merger proposal has insufficient affirmative votes, TriCo intends to seek an adjournment rather than immediately allow the proposal to fail. During an adjournment, management could solicit shareholders who have already voted as well as those who have not yet submitted proxies. The proposal does not authorize approval of the merger itself and would be voted on separately from the merger and compensation proposals. Approval is not a condition to completing the mergers, so rejection would not independently terminate the transaction. The board is seeking the authority as a procedural tool to maximize the likelihood of obtaining the required two-thirds approval for the merger proposal. The TriCo board unanimously recommends a FOR vote because adjournment may facilitate completion of the transaction if additional solicitation or disclosure time is necessary.

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When is the Trico Bancshares 2026 special meeting?

Trico Bancshares (TCBK) holds its 2026 special shareholder meeting on Thursday, October 29, 2026.

What is the record date for the Trico Bancshares 2026 meeting?

The record date for the Trico Bancshares 2026 meeting is Friday, September 11, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Trico Bancshares 2026 meeting?

Shareholders will vote on 3 proposals at the Trico Bancshares 2026 meeting, each tagged with who proposed it and the board's recommendation.