Short answer
TRICO BANCSHARES / (TCBK) filed an 8-K current report with the SEC on July 15, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 5.02 (Departure/Election of Directors or Officers). TriCo agreed to merge with First Hawaiian in an all-stock transaction, with TriCo shareholders receiving 2.095 FHI shares per TriCo share.
TRICO BANCSHARES / 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- TriCo agreed to merge with First Hawaiian in an all-stock transaction, with TriCo shareholders receiving 2.095 FHI shares per TriCo share
- Tri Counties Bank will merge into First Hawaiian Bank, expanding FHI’s operating footprint while preserving Tri Counties as a division
- Four TriCo directors will join FHI’s board, providing legacy shareholders representation in the combined company
- Closing requires shareholder, regulatory, Nasdaq listing and Form S-4 approvals, creating execution and timing risk
- $80 million termination fee payable under specified circumstances, increasing the cost of abandoning the transaction
Item 5.02 · Departure/Election of Directors or Officers
- $2.5 million one-time transaction bonus approved for Chairman, President and CEO Richard P. Smith
- Payment at merger closing in cash, time-based RSUs, or combination
- Award contingent on Smith’s continued employment through merger closing
- Compensation signals board recognition of Smith’s 30+ years of service and transaction contribution
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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