TriCo Bancshares

Item 1A Risk Factors

In evaluating an investment in the Company's common stock, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 2, 2026, and in the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements.

Risks Related to the Pending Mergers

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the mergers.

Before the mergers and the bank merger may be completed, various approvals, consents, waivers, and/or non-objections must be obtained from the Federal Reserve Board, the FDIC, the Hawaii DFI, the California DFPI and other regulatory authorities in the United States. These approvals could be delayed or not obtained at all, including due to an adverse development in either partys regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined companys business following the mergers or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the mergers or otherwise reducing the anticipated benefits of the mergers if the mergers were consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the mergers. Additionally, the completion of the mergers is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, neither TriCo nor First Hawaiian, nor any of their respective subsidiaries, is required or, without the written consent of the other party, permitted, to take any action, commit to take any action or agree to any condition or restriction in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities or regulatory agencies that would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on First Hawaiian as the surviving entity and its subsidiaries, taken as a whole, after giving effect to the mergers and the bank merger (a materially burdensome regulatory condition).

If 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 Hawaiians 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 partys 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.

Failure 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, TriCos

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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.

TriCo and First Hawaiian will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers may have an adverse effect on TriCo and First Hawaiian. These uncertainties may impair TriCos or First Hawaiians ability to attract, retain and motivate key personnel and other employees until the mergers are completed. These uncertainties may also cause customers, suppliers, business partners and others that deal with TriCo or First Hawaiian to seek alternative relationships with third parties, seek to alter their business relationships with TriCo or First Hawaiian or fail to extend existing relationships with TriCo or First Hawaiian. In addition, subject to certain exceptions, TriCo and First Hawaiian have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent TriCo and/or First Hawaiian from pursuing attractive business opportunities that may arise prior to the completion of the mergers.

The merger agreement limits TriCos 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 TriCos or First Hawaiians 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.

Shareholder 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.

TriCo 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.

Combining 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 companys 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.

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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.

The combined company may be unable to retain legacy TriCo or First Hawaiian personnel successfully after the completion of the mergers.

The success of the mergers will depend in part on the combined companys ability to retain the talent and dedication of key employees currently employed by TriCo and First Hawaiian. It is possible that these employees may decide not to remain with the applicable company while the mergers are pending or after the completion of the mergers. If the combined company is unable to retain key employees, including management, who are critical to the successful integration and future operations of the combined company following the mergers, TriCo and First Hawaiian could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the completion of the mergers, if key employees terminate their employment, the combined companys business activities following the mergers may be adversely affected, and managements attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined companys business following the mergers to suffer. The combined company also may not be able to locate or retain suitable replacements for key employees.