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Trico Bancshares (TCBK) Risk Analysis
Risk Overview Q2, 2026
Source: the company's latest filing for the period ended Jun 30, 2026, filed Aug 07, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1If the requisite approvals of TriCo shareholders or First Hawaiian stockholders are not obtained, or other conditions to the closing of the mergers are not met, the merger agreement may be terminated in accordance with its terms and the mergers may not be completed.
The merger agreement is subject to a number of conditions that must be fulfilled in order to complete the mergers. Those conditions include: (i) the approval by TriCo shareholders of the TriCo merger proposal and the approval by First Hawaiian stockholders of the First Hawaiian share issuance proposal; (ii) authorization for listing on Nasdaq of the shares of First Hawaiian common stock to be issued in the merger; (iii) the receipt of requisite regulatory approvals, including approvals, waivers or non-objections, as applicable, from the Federal Reserve Board, the FDIC, the Hawaii DFI and the California DFPI, and the expiration or termination of all statutory waiting periods in respect thereof, without any such requisite regulatory approval having resulted in the imposition of any materially burdensome regulatory condition; (iv) effectiveness of First Hawaiian's registration statement on Form S-4 relating to the mergers; and (v) the absence of any order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the completion of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement. Each party's obligation to complete the mergers is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the mergers, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code. These conditions may not be fulfilled in a timely manner or at all, and, accordingly, the mergers may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite TriCo shareholder approval or First Hawaiian stockholder approval, or TriCo or First Hawaiian may elect to terminate the merger agreement in certain other circumstances.
- Share Price & Shareholder Rights - Risk 2Shareholder or stockholder 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 TriCo and First Hawaiian.
Shareholders of TriCo and/or stockholders of First Hawaiian may file lawsuits against TriCo, First Hawaiian 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 TriCo or First Hawaiian 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 TriCo and/or First Hawaiian, including any cost associated with the indemnification of directors and officers of each company. TriCo and First Hawaiian may incur costs in connection with the defense or settlement of any shareholder or stockholder 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 TriCo and could prevent or delay the completion of the mergers.
- Corporate Activity and Growth - Risk 3TriCo and First Hawaiian have incurred and are expected to incur substantial costs related to the mergers.
TriCo and First Hawaiian have incurred and expect to incur a number of significant non-recurring costs associated with the mergers. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, printing and mailing costs and other related costs. Some of these costs are payable by either TriCo or First Hawaiian regardless of whether or not the mergers are completed.
- Corporate Activity and Growth - Risk 4Combining TriCo and First Hawaiian may be more difficult, costly or time-consuming than expected, and TriCo and First Hawaiian 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 TriCo and First Hawaiian, 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, the combined company must successfully integrate the businesses of TriCo and First Hawaiian in a manner that permits those benefits to be realized without adversely affecting current revenues and future growth. If the combined company is 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. TriCo and First Hawaiian 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 TriCo and First Hawaiian while the mergers are pending and on the combined company 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 the combined company following the completion of the mergers.
- Corporate Activity and Growth - Risk 5Failure to complete the mergers could negatively impact TriCo.
If the mergers are not completed for any reason, including as a result of TriCo shareholders' failure to approve the TriCo merger proposal or First Hawaiian stockholders' failure to approve the First Hawaiian share issuance proposal, there may be various adverse consequences and TriCo may experience negative reactions from the financial markets and from its customers and employees. For example, TriCo'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 TriCo 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. TriCo also could be subject to litigation related to any failure to complete the mergers or to proceedings commenced against TriCo to perform its obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either TriCo or First Hawaiian may be required to pay a termination fee of $80 million to the other party.
- Corporate Activity and Growth - Risk 6The merger agreement limits TriCo's ability to pursue alternatives to the mergers and may discourage other companies from trying to acquire TriCo.
The merger agreement contains "no shop" covenants that restrict each of TriCo's or First Hawaiian's ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by each respective board of directors, engage or participate in any negotiations concerning, or provide any confidential or nonpublic information or data relating to, or have or participate in any discussions with any person relating to, any alternative acquisition proposals, subject to certain exceptions. These provisions may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of TriCo or First Hawaiian from considering or making that acquisition proposal.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 53
- Share Price & Shareholder Rights - Risk 1AddedIf the requisite approvals of TriCo shareholders or First Hawaiian stockholders are not obtained, or other conditions to the closing of the mergers are not met, the merger agreement may be terminated in accordance with its terms and the mergers may not be completed.
The merger agreement is subject to a number of conditions that must be fulfilled in order to complete the mergers. Those conditions include: (i) the approval by TriCo shareholders of the TriCo merger proposal and the approval by First Hawaiian stockholders of the First Hawaiian share issuance proposal; (ii) authorization for listing on Nasdaq of the shares of First Hawaiian common stock to be issued in the merger; (iii) the receipt of requisite regulatory approvals, including approvals, waivers or non-objections, as applicable, from the Federal Reserve Board, the FDIC, the Hawaii DFI and the California DFPI, and the expiration or termination of all statutory waiting periods in respect thereof, without any such requisite regulatory approval having resulted in the imposition of any materially burdensome regulatory condition; (iv) effectiveness of First Hawaiian's registration statement on Form S-4 relating to the mergers; and (v) the absence of any order, injunction or decree issued by any court or agency of competent jurisdiction or other law preventing or making illegal the completion of the mergers, the bank merger or any of the other transactions contemplated by the merger agreement. Each party's obligation to complete the mergers is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the mergers, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code. These conditions may not be fulfilled in a timely manner or at all, and, accordingly, the mergers may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite TriCo shareholder approval or First Hawaiian stockholder approval, or TriCo or First Hawaiian may elect to terminate the merger agreement in certain other circumstances.
- Share Price & Shareholder Rights - Risk 2AddedShareholder or stockholder 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 TriCo and First Hawaiian.
Shareholders of TriCo and/or stockholders of First Hawaiian may file lawsuits against TriCo, First Hawaiian 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 TriCo or First Hawaiian 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 TriCo and/or First Hawaiian, including any cost associated with the indemnification of directors and officers of each company. TriCo and First Hawaiian may incur costs in connection with the defense or settlement of any shareholder or stockholder 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 TriCo and could prevent or delay the completion of the mergers.
- Share Price & Shareholder Rights - Risk 3Provisions of our governing documents and federal law may limit the ability of another party to acquire us, which could cause our stock price to decline.
Various provisions of our articles of incorporation and bylaws could delay or prevent a third party from acquiring us, even if doing so might be beneficial to our shareholders. These provisions provide for, among other things, specified factors that the Board of Directors shall or may consider when evaluating an offer to merge, an offer to acquire all assets or a tender offer is received; advance notice provisions for director nominations and shareholder proposals; and the authority to issue preferred stock by action of the board of directors acting alone, without obtaining shareholder approval. The BHC Act and the Change in Bank Control Act of 1978, as amended, together with federal regulations, require that, depending on the particular circumstances, either FRB approval must be obtained or notice must be furnished to the Federal Reserve Board and not disapproved prior to any person or entity acquiring "control" of a bank holding company such as TriCo. These provisions may prevent a merger or acquisition that would be attractive to shareholders and could limit the price investors would be willing to pay in the future for our common stock
- Share Price & Shareholder Rights - Risk 4Holders of our junior subordinated debentures have rights that are senior to those of our shareholders.
We have supported our growth through the prior issuance of trust preferred securities from special purpose trusts and accompanying junior subordinated debentures. At December 31, 2025, we had outstanding trust preferred securities and accompanying junior subordinated debentures with principal amount of $41.2 million. Payments of the principal and interest on the trust preferred securities are conditionally guaranteed by us. Further, the accompanying junior subordinated debentures we issued to the trusts are senior to our shares of common stock. As a result, we must make payments on the junior subordinated debentures before we can pay any dividends on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the junior subordinated debentures must be satisfied before any distributions can be made on our common stock.
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.
