First Hawaiian (1HI) Risk Analysis
Risk Overview Q2, 2026
Source: the company's latest filing for the period ended Jun 30, 2026, filed Aug 03, 2026
Risk Change Over Time
- Accounting & Financial Operations - Risk 1The mergers may result in significant goodwill and other intangible assets that could become impaired and adversely affect First Hawaiian’s results of operations.
In accordance with applicable accounting standards, First Hawaiian will account for the mergers as a business combination using the acquisition method of accounting. First Hawaiian will allocate the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill. The acquisition-date valuations of the assets acquired and liabilities assumed—including loans, securities, deposits, borrowings, identifiable intangible assets and related tax items—will be based on estimates and assumptions and may change as additional information becomes available during the applicable measurement period. Changes in those valuations could affect the amount of goodwill and other assets and liabilities recorded, the amount and timing of accretion, amortization and credit-loss expense and First Hawaiian’s future financial condition and results of operations. First Hawaiian expects to recognize goodwill and other intangible assets, including a core deposit intangible, in connection with the mergers. Goodwill will not be amortized but will be tested for impairment at least annually and upon the occurrence of events or changes in circumstances indicating that impairment may have occurred. Finite-lived intangible assets, including the core deposit intangible, will be amortized over their estimated useful lives and evaluated for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Amortization expense and any impairment charge could adversely affect First Hawaiian’s results of operations and book value. An impairment could result from, among other things, deterioration in the performance of the acquired business, deterioration in economic or market conditions in California or First Hawaiian’s other markets, adverse changes in laws or regulations affecting the banking industry, a decline in First Hawaiian’s stock price or the occurrence of a triggering event that compounds negative financial results, or other events or circumstances that reduce the estimated fair value of the applicable reporting unit or asset. Stockholder or shareholder litigation related to the mergers could prevent or delay the completion of the mergers, result in the payment of damages or otherwise negatively impact the business and operations of First Hawaiian and TriCo. Stockholders of First Hawaiian and/or shareholders of TriCo may file lawsuits against First Hawaiian, TriCo and/or the directors or officers of either company in connection with the mergers. One of the conditions to the closing is that no order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the consummation of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting First Hawaiian or TriCo defendants from completing the mergers, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the consummation of the mergers and could result in significant costs to First Hawaiian and/or TriCo, including any cost associated with the indemnification of directors and officers of each company. First Hawaiian and TriCo may incur costs in connection with the defense or settlement of any stockholder or shareholder lawsuits filed in connection with the mergers, the bank merger or any other transactions contemplated by the merger agreement. Such litigation could have an adverse effect on the financial condition and results of operations of First Hawaiian and could prevent or delay the completion of the mergers.
- Corporate Activity and Growth - Risk 2Failure to complete the mergers could negatively impact First Hawaiian.
If the mergers are not completed for any reason, including as a result of First Hawaiian stockholders’ failure to approve the First Hawaiian share issuance proposal or TriCo shareholders’ failure to approve the TriCo merger proposal, there may be various adverse consequences and First Hawaiian may experience negative reactions from the financial markets and from its customers and employees. For example, First Hawaiian’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the mergers, without realizing any of the anticipated benefits of completing the mergers. Additionally, if the merger agreement is terminated, the market price of First Hawaiian common stock could decline to the extent that current market prices reflect a market assumption that the mergers will be beneficial and will be completed. First Hawaiian also could be subject to litigation related to any failure to complete the mergers or to proceedings commenced against First Hawaiian to perform its obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either First Hawaiian or TriCo may be required to pay a termination fee of $80 million to the other party.
- Corporate Activity and Growth - Risk 3Combining First Hawaiian and TriCo may be more difficult, costly or time-consuming than expected, and First Hawaiian and TriCo may fail to realize the anticipated strategic benefits of the mergers.
The success of the mergers will depend, in part, on the ability to realize the anticipated strategic and financial benefits from combining the businesses of First Hawaiian and TriCo, including geographic expansion, the enhanced growth opportunities and broader product capabilities of the combined franchise. To realize the anticipated benefits from the mergers, following completion of the mergers, First Hawaiian must successfully integrate the businesses of First Hawaiian and TriCo in a manner that permits those benefits to be realized without adversely affecting current revenues and future growth. If First Hawaiian and TriCo are not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected. In addition, any cost savings of the mergers could be less than anticipated, and integration may result in additional and unforeseen expenses. First Hawaiian and TriCo have operated and, until the effective time, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, diminished competitive position, loan and deposit attrition, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the mergers. The conversion and migration of data, applications, systems and third-party interfaces could also be delayed or unsuccessful and could result in service interruptions, processing errors, data loss, cybersecurity or data-protection incidents, customer disruption or additional costs. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on each of First Hawaiian and TriCo while the mergers are pending and on First Hawaiian for an undetermined period following completion of the mergers. An inability to realize the full extent of the anticipated benefits of the mergers and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of First Hawaiian following the completion of the mergers, which may adversely affect the value of the common stock of First Hawaiian following the completion of the mergers. The future results of First Hawaiian following the completion of the mergers may suffer if First Hawaiian does not effectively manage its expanded operations. Following the mergers, the size and geographic scope of the business of First Hawaiian will increase materially, including through the addition of significant branch-based retail and commercial banking operations in Northern and Central California. First Hawaiian’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. First Hawaiian will also have greater exposure to economic, competitive, credit and other conditions affecting California. TriCo’s loan portfolio includes a substantial concentration in commercial real estate and multifamily loans, and the acquisition will increase First Hawaiian’s exposure to California real estate markets, collateral values and economic conditions. First Hawaiian may encounter challenges in maintaining TriCo’s local customer relationships and operating model while integrating the combined organization. First Hawaiian may also face increased compliance, risk-management, internal-control and supervisory complexity because of the increased size, geographic scope and complexity of its operations. There can be no assurance that First Hawaiian will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the mergers.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 57
- Share Price & Shareholder Rights - Risk 1Certain banking laws and certain provisions of our certificate of incorporation may have an anti-takeover effect.
Provisions of federal banking laws, including regulatory approval requirements, could make it difficult for a third-party to acquire us, even if doing so would be perceived to be beneficial to our stockholders. Acquisition of 10% or more of any class of voting stock of a bank holding company or depository institution, including shares of our common stock, generally creates a rebuttable presumption that the acquirer "controls" the bank holding company or depository institution. Also, a bank holding company must obtain the prior approval of the Federal Reserve before, among other things, acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, including our bank. There also are provisions in our second amended and restated certificate of incorporation, which we refer to as our certificate of incorporation, and fourth amended and restated bylaws, which we refer to as our bylaws, such as limitations on the ability to call a special meeting of our stockholders and restrictions on stockholders' ability to act by written consent, that may be used to delay or block a takeover attempt. In addition, our board of directors is authorized under our certificate of incorporation to issue shares of our preferred stock, and determine the rights, terms conditions and privileges of such preferred stock, without stockholder approval. These provisions may effectively inhibit a non-negotiated merger or other business combination, which, in turn could have a material adverse effect on the market price of our common stock.
- Share Price & Shareholder Rights - Risk 2Future sales and issuances of our common stock, including sales as part of our equity-based compensation plans, could result in dilution of the percentage ownership of our stockholders and could lower our stock price.
The market price of our common stock could decline as a result of sales of a large number of shares of our common stock or from the perception that such sales could occur. These sales, or the possibility that these sales may occur, also may make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate. As of February 13, 2026, we had a total of 122,689,256 shares of common stock outstanding. We also issue shares of common stock as part of our employee and non-employee director compensation programs. We currently maintain the First Hawaiian, Inc. 2025 Omnibus Incentive Compensation Plan, the Amended & Restated 2016 Non-Employee Director Plan and the Employee Stock Purchase Plan, pursuant to which plans we may issue our common stock. In addition, we maintain the First Hawaiian, Inc. 2016 Omnibus Incentive Compensation Plan (the "2016 Plan" and, together with the other plans listed in the preceding sentence, the "Equity Compensation Plans"). Though we may not make further equity awards under the 2016 Plan, we have unvested equity awards that remain outstanding under such plan. Collectively, we have 5,294,029 shares of common stock available for future grants that could be issued pursuant to the Equity Compensation Plans as of December 31, 2025, and we issued 286,912, 277,713, and 255,434 shares of common stock, net of shares withheld to satisfy tax obligations, under the Equity Compensation Plans during the years ended December 31, 2025, 2024 and 2023, respectively. We may increase the number of shares available for issuance pursuant to equity compensation plans from time to time, subject to stockholder approval. We cannot predict the size of future issuances or sales of our common stock or the effect, if any, that future issuances or sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our common stock to decline.
- Share Price & Shareholder Rights - Risk 3Our stock price may be volatile, and you could lose part or all of your investment as a result.
Stock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. Our stock price may fluctuate significantly in response to a variety of factors including, among other things: - Actual or anticipated variations in our results of operations;- Recommendations or research reports about us or the financial services industry in general published by securities analysts;- The failure of securities analysts to cover, or continue to cover, us;- Operating and stock price performance of other companies that investors deem comparable to us;- News reports relating to trends, concerns and other issues in the financial services industry;- Future sales of our common stock;- Departure of our management team or other key personnel;- New technology used, or services offered, by competitors;- Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;- Changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations;- Litigation and governmental investigations; and - Geopolitical conditions such as acts or threats of terrorism or military conflicts and government shutdowns. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to litigation that, even if our defense is successful, could distract our management and be costly to defend. General market fluctuations, industry factors and general economic and political conditions and events - such as economic slowdowns or recessions, interest rate changes or credit loss trends - could also cause our stock price to decrease regardless of operating results.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
