First Hawaiian, Inc.
A bank holding company based in Honolulu, First Hawaiian, Inc. is the parent of First Hawaiian Bank, the oldest and largest financial institution in the islands, offering checking and savings accounts, mortgages, auto loans, and wealth management to consumers and businesses. The bank began in 1858 as Bishop & Co., founded by Charles Reed Bishop and William A. Aldrich to serve Honolulu's booming whaling trade. It took the name First Hawaiian Bank in 1969, and its parent company adopted the First Hawaiian, Inc. name in 2016.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, contains, and from time to time our management may make, forward-looking statements within the meaning of the Private Securities…
Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, contains, and from time to time our management may make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Statements regarding the expected timing, completion and effects of the proposed business combination between First Hawaiian, Inc. (“FHI”) and TriCo Bancshares (“TriCo”) and the plans, objectives and expectations of FHI are forward-looking statements. Statements that are not historical or current facts, are forward-looking statements, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including the following: the geographic concentration of our business, current and future market and economic conditions generally or in Hawaii, Guam and Saipan in particular, including inflationary pressures and interest rate environment; our dependence on the real estate markets in which we operate; concentrated exposures to certain asset classes and individual obligors; the effect of changes in interest rates on our business, including our net interest income, net interest margin, the fair value of our investment securities, and our mortgage loan originations, mortgage servicing rights and mortgage loans held for sale; the future value of the investment securities that we own; the possibility of a deterioration in credit quality in our portfolio; the possibility we might underestimate the credit losses inherent in our loan and lease portfolio; our ability to attract and retain customer deposits; our inability to receive dividends from our bank, pay dividends to our common stockholders and satisfy obligations as they become due; our access to sources of liquidity and capital to address our liquidity needs; our ability to attract and retain skilled employees or changes in our management personnel; our ability to maintain our Bank's reputation; the failure to properly use and protect our customer and employee information and data; the possibility of employee misconduct or mistakes; the actual or perceived soundness of other financial institutions; the effectiveness of our risk management and internal disclosure controls and procedures; our ability to keep pace with technological changes; any failure or interruption of our information and communications systems; our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business; our ability to identify and address cybersecurity risks; the occurrence of fraudulent activity or effect of a material breach of, or disruption to, the security of any of our or our vendors’ systems; the development and use of AI; our ability to successfully develop and commercialize new or enhanced products and services; changes in the demand for our products and services; risks associated with the sale of loans and with our use of appraisals in valuing and monitoring loans; the possibility that actual results may differ from estimates and forecasts; fluctuations in the fair value of our assets and liabilities and off-balance sheet exposures; the effects of the failure of any component of our business infrastructure provided by a third party; the potential for environmental liability; the risk of being subject to litigation and the outcome thereof; the impact of, and changes in, applicable laws, regulations and accounting standards and policies; possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, including trade and other geopolitical tensions resulting from conflicts in the Middle East, the imposition of tariffs and tightening of export control regulations; the effects of severe weather, geopolitical instability, including war, terrorist attacks, pandemics or other severe health emergencies and natural disasters and other external events; the potential impact of climate change; our ability to maintain consistent growth, earnings and profitability; our likelihood of success in, and the impact of, litigation or regulatory actions; our ability to continue to pay dividends on our common stock; contingent liabilities and unexpected tax liabilities that may be applicable to us as a result of the Reorganization Transactions; the failure to close our previously announced merger with TriCo when expected or at all because required regulatory, First Hawaiian stockholder, TriCo shareholder or other approvals, or other conditions to closing, are not received or satisfied on a timely basis or at all, and the risk that any regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed merger; the occurrence of any event, change or other circumstances that 52 Table of Contents could give rise to the right of one or both of the parties to terminate the Merger Agreement; the proposed merger being more expensive or taking longer to complete than anticipated, including as a result of unexpected factors or events; the diversion of management’s attention from ongoing business operations and opportunities due to the proposed merger; the dilutive effect of shares of our common stock to be issued in connection with the proposed merger; changes in our or TriCo’s share price before closing; the possibility that the anticipated benefits of the proposed merger with TriCo, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed merger with TriCo; any change in the purchase accounting assumptions used regarding the TriCo assets acquired and liabilities assumed to determine the fair value and credit marks; and the outcome of any legal proceedings that may be instituted against FHI or TriCo related to the proposed merger; and damage to our reputation from any of the factors described above. The foregoing factors should not be considered an exhaustive list and should be read together with the risk factors and other cautionary statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as the risk factors related to the proposed merger with TriCo set forth in Part II, Item 1A of this Quarterly Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law. Company Overview FHI is a bank holding company, which owns 100% of the outstanding common stock of FHB, its only direct, wholly owned subsidiary. FHB was founded in 1858 under the name Bishop & Company and was the first successful banking partnership in the Kingdom of Hawaii and the second oldest bank formed west of the Mississippi River. The Bank operates its business through two operating segments: Retail Banking and Commercial Banking. All other activities, including Treasury, are reported in Corporate/Other. References to “we,” “our,” “us,” or the “Company” refer to the Parent and its subsidiary that are consolidated for financial reporting purposes. Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company reflect the results of operations, financial position and cash flows of FHI and its wholly owned subsidiary, FHB. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and accompanying notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect normal recurring adjustments necessary for a fair presentation of the results for the interim periods. The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and filed with the U.S. Securities and Exchange Commission (the “SEC”). 53 Table of Contents Pending Acquisition On July 12, 2026, FHI and TriCo entered into a definitive agreement (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, Horizon Merger Sub, Inc., a direct, wholly owned subsidiary of FHI, will merge with and into TriCo, with TriCo surviving the merger. Immediately following the merger, TriCo will merge with and into FHI, with FHI continuing as the surviving entity. Promptly following that second-step merger, Tri Counties Bank will merge with and into First Hawaiian Bank, with First Hawaiian Bank continuing as the surviving bank. Under the terms of the Merger Agreement, each share of TriCo common stock outstanding immediately prior to the effective time, subject to certain exceptions, will be converted into the right to receive 2.095 shares of First Hawaiian common stock, with cash paid in lieu of fractional shares. The exchange ratio is fixed, subject to adjustment as provided in the Merger Agreement. See “Note 17. Subsequent Event” contained in our unaudited interim consolidated financial statements for more information. Voting and Support Agreements On July 12, 2026, concurrently with the execution of the Merger Agreement, FHI entered into voting and support agreements with each member of the TriCo board of directors (the “Voting and Support Agreements”), on identical terms except for the identity of the TriCo director signing the relevant agreement. The Voting and Support Agreements require, among other things, that each of the directors party thereto (in such directors’ capacity as shareholders only) (a) vote all of the shares of TriCo common stock owned by them: (i) in favor of the adoption of the Merger Agreement and (ii) against alternative transactions or other proposals that could prevent or materially delay the Merger, (b) grant a corresponding proxy with respect to their shares under certain circumstances and (c) not, directly or indirectly, sell, assign, transfer or otherwise dispose of their shares of TriCo common stock, subject to certain exceptions. Each of the Voting and Support Agreements will terminate at the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, and (c) any amendment to the Merger Agreement without the prior written consent of the relevant director if such amendment diminishes the Merger Consideration, changes the form of Merger Consideration or extends the termination date of the Merger Agreement other than pursuant to any extension right expressly provided in the Merger Agreement. Hawaii Economy Hawaii’s economy continues to remain resilient in an environment facing challenges, including from: high consumer prices and housing affordability, both of which are expected to continue with the gradual pass-through of tariffs and the ongoing conflict with Iran; a steady out-migration of its population; adverse weather events alongside rising insurance costs; and slower economic growth with a 1.6% forecasted increase in the real gross domestic product for Hawaii in 2026 according to the State of Hawaii Department of Business, Economic Development & Tourism (“DBEDT”) as compared to a 2.2% forecasted increase for the United States overall in 2026 according to the Congressional Budget Office’s Budget and Economic Outlook. Recent geopolitical developments, including the conflicts in the Middle East, elevate uncertainty. Despite these challenges, according to the State of Hawaii DBEDT, the statewide seasonally adjusted unemployment rate was 2.6% at June 30, 2026, which is lower than the national seasonally adjusted unemployment rate of 4.2%. Tourism also remains stable, with the average daily domestic passenger counts for the six months ended June 30, 2026 five percent higher than the average daily domestic passenger counts during the six months ended June 30, 2025, according to the Hawaii Tourism Authority. Hawaii’s economy depends significantly on conditions of the U.S. economy and key international economies, particularly Japan, and the broader demand for travel of these key markets. International visitor arrivals have not yet recovered to pre-pandemic arrival levels and demand for tourism could be negatively impacted by increasing fuel prices. 54 Table of Contents The local Oahu housing market, particularly condominiums, continues to experience some softening as compared to previous years primarily due to continued high interest rates and prices. According to the Honolulu Board of Realtors, the volume of single-family home sales increased by 3.9%, while condominium sales decreased by 2.3%, in each case when comparing the six months ended June 30, 2026 with the same period in 2025. The median price of a single-family home sold on Oahu during the first six months of 2026 was $1,180,000, an increase of 2.6% compared to the same period in 2025. The median price of a condominium sold on Oahu during the first six months of 2026 was $515,000, an increase of 1.5% compared to the median price during the same period in 2025. As of June 30, 2026, months of inventory of single-family homes and condominiums on Oahu were approximately 3.2 and 7.0 months, respectively, as compared to 3.7 and 7.0 months, respectively, as of June 30, 2025. Selected Financial Data Our financial highlights for the periods indicated are presented in Table 1: Financial Highlights Table 1 For the Three Months Ended For the Six Months Ended June 30, June 30, (dollars in thousands, except per share data) 2026 2025 2026 2025 Income Statement Data: Interest income $ 232,367 $ 236,739 $ 462,065 $ 471,889 Interest expense 61,374 73,156 123,542 147,780 Net interest income 170,993 163,583 338,523 324,109 Provision for credit losses 5,600 4,500 10,600 15,000 Net interest income after provision for credit losses 165,393 159,083 327,923 309,109 Noninterest income 60,281 53,958 113,100 104,435 Noninterest expense 130,445 124,939 258,330 248,499 Income before provision for income taxes 95,229 88,102 182,693 165,045 Provision for income taxes 21,854 14,855 41,534 32,550 Net income $ 73,375 $ 73,247 $ 141,159 $ 132,495 Basic earnings per share $ 0.60 $ 0.58 $ 1.16 $ 1.05 Diluted earnings per share $ 0.60 $ 0.58 $ 1.15 $ 1.05 Basic weighted-average outstanding shares 121,669,238 125,321,837 122,061,243 125,799,060 Diluted weighted-average outstanding shares 122,339,836 125,833,064 122,830,138 126,493,569 Dividends declared per share $ 0.26 $ 0.26 $ 0.52 $ 0.52 Dividend payout ratio 43.33 % 44.83 % 45.22 % 49.52 % Other Financial Information / Performance Ratios(1): Net interest margin 3.25 % 3.11 % 3.22 % 3.10 % Efficiency ratio 56.17 % 57.23 % 56.95 % 57.71 % Return on average total assets 1.23 % 1.23 % 1.19 % 1.12 % Return on average tangible assets (non-GAAP)(2) 1.28 % 1.28 % 1.24 % 1.17 % Return on average total stockholders' equity 10.52 % 11.03 % 10.19 % 10.07 % Return on average tangible stockholders' equity (non-GAAP)(2) 16.34 % 17.61 % 15.84 % 16.12 % Noninterest expense to average assets 2.18 % 2.10 % 2.17 % 2.10 % (continued) 55 Table of Contents (continued) June 30, December 31, (dollars in thousands, except per share data) 2026 2025 Balance Sheet Data: Cash and cash equivalents $ 1,012,496 $ 1,477,752 Investment securities available-for-sale 2,094,699 2,076,233 Investment securities held-to-maturity 3,411,684 3,533,082 Loans and leases 14,577,299 14,312,529 Allowance for credit losses for loans and leases 168,056 168,468 Goodwill 995,492 995,492 Total assets 23,646,049 23,955,252 Total deposits 20,154,181 20,515,668 Total liabilities 20,820,021 21,185,887 Total stockholders' equity 2,826,028 2,769,365 Book value per share $ 23.22 $ 22.57 Tangible book value per share (non-GAAP)(2) $ 15.04 $ 14.46 Asset Quality Ratios: Non-accrual loans and leases / total loans and leases 0.27 % 0.29 % Allowance for credit losses for loans and leases / total loans and leases 1.15 % 1.18 % Net charge-offs / average total loans and leases(3) 0.13 % 0.11 % June 30, December 31, Capital Ratios: 2026 2025 Common Equity Tier 1 Capital Ratio 13.27 % 13.17 % Tier 1 Capital Ratio 13.27 % 13.17 % Total Capital Ratio 14.52 % 14.42 % Tier 1 Leverage Ratio 9.46 % 9.27 % Total stockholders' equity to total assets 11.95 % 11.56 % Tangible stockholders' equity to tangible assets (non-GAAP)(2) 8.08 % 7.73 % (1) Except for the efficiency ratio, amounts are annualized for the three and six months ended June 30, 2026 and 2025. (2) Return on average tangible assets, return on average tangible stockholders’ equity, tangible book value per share and tangible stockholders’ equity to tangible assets are non-GAAP financial measures. We compute our return on average tangible assets as the ratio of net income to average tangible assets. We compute our return on average tangible stockholders’ equity as the ratio of net income to average tangible stockholders’ equity. We compute our tangible book value per share as the ratio of tangible stockholders’ equity to outstanding shares. We compute our tangible stockholders’ equity to tangible assets as the ratio of tangible stockholders’ equity to tangible assets. We believe that these financial measures are useful for investors, regulators, management and others to evaluate financial performance and capital adequacy relative to other financial institutions. Although these non-GAAP financial measures are frequently used by shareholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. (3) Net charge-offs / average total loans and leases is annualized for the six months ended June 30, 2026. 56 Table of Contents The following table provides a reconciliation of these non-GAAP financial measures with their most closely related GAAP measures for the periods indicated: GAAP to Non-GAAP Reconciliation Table 2 For the Three Months Ended For the Six Months Ended June 30, June 30, (dollars in thousands) 2026 2025 2026 2025 Income Statement Data: Net income $ 73,375 $ 73,247 $ 141,159 $ 132,495 Average total stockholders' equity $ 2,796,857 $ 2,663,850 $ 2,792,863 $ 2,652,975 Less: average goodwill 995,492 995,492 995,492 995,492 Average tangible stockholders' equity $ 1,801,365 $ 1,668,358 $ 1,797,371 $ 1,657,483 Average total assets $ 23,954,425 $ 23,859,410 $ 24,018,496 $ 23,874,849 Less: average goodwill 995,492 995,492 995,492 995,492 Average tangible assets $ 22,958,933 $ 22,863,918 $ 23,023,004 $ 22,879,357 Return on average total stockholders' equity(a) 10.52 % 11.03 % 10.19 % 10.07 % Return on average tangible stockholders' equity (non-GAAP)(a) 16.34 % 17.61 % 15.84 % 16.12 % Return on average total assets(a) 1.23 % 1.23 % 1.19 % 1.12 % Return on average tangible assets (non-GAAP)(a) 1.28 % 1.28 % 1.24 % 1.17 % As of As of June 30, December 31, (dollars in thousands, except per share data) 2026 2025 Balance Sheet Data: Total stockholders' equity $ 2,826,028 $ 2,769,365 Less: goodwill 995,492 995,492 Tangible stockholders' equity $ 1,830,536 $ 1,773,873 Total assets $ 23,646,049 $ 23,955,252 Less: goodwill 995,492 995,492 Tangible assets $ 22,650,557 $ 22,959,760 Shares outstanding 121,680,634 122,689,256 Total stockholders' equity to total assets 11.95 % 11.56 % Tangible stockholders' equity to tangible assets (non-GAAP) 8.08 % 7.73 % Book value per share $ 23.22 $ 22.57 Tangible book value per share (non-GAAP) $ 15.04 $ 14.46 (a) Annualized for the three and six months ended June 30, 2026 and 2025. 57 Table of Contents Financial Highlights Net income was $73.4 million for the three months ended June 30, 2026, an increase of $0.1 million as compared to the same period in 2025. Basic and diluted earnings per share were both $0.60 for the three months ended June 30, 2026, an increase of $0.02 or 3% as compared to the same period in 2025. The slight increase in net income was primarily due to a $7.4 million increase in net interest income and a $6.3 million increase in noninterest income. This was partially offset by a $7.0 million increase in the provision for income taxes, a $5.5 million increase in noninterest expense and a $1.1 million increase in the provision for credit losses (the “Provision”). Our return on average total assets was 1.23% for the three months ended June 30, 2026, consistent with the same period in 2025, and our return on average total stockholders’ equity was 10.52% for the three months ended June 30, 2026, a decrease of 51 basis points from the same period in 2025. Our return on average tangible assets was 1.28% for the three months ended June 30, 2026, consistent with the same period in 2025, and our return on average tangible stockholders’ equity was 16.34% for the three months ended June 30, 2026, a decrease of 127 basis points from the same period in 2025. Our efficiency ratio was 56.17% for the three months ended June 30, 2026 compared to 57.23% for the same period in 2025. Our results for the three months ended June 30, 2026 were highlighted by the following: ● Net interest income was $171.0 million for the three months ended June 30, 2026, an increase of $7.4 million or 5% as compared to the same period in 2025. Our net interest margin was 3.25% for the three months ended June 30, 2026, an increase of 14 basis points as compared to the same period in 2025. The increase in net interest income was primarily due to lower deposit funding and borrowing costs, partially offset by lower earning asset yields driven by lower yields in our loan and lease portfolio. ● The Provision was $5.6 million for the three months ended June 30, 2026, an increase of $1.1 million or 24% as compared to the same period in 2025. The Provision is recorded to maintain the allowance for credit losses for loans and leases (the “ACL”) and the reserve for unfunded commitments at levels deemed adequate to absorb lifetime expected credit losses in our loan and lease portfolio and unfunded loan and lease commitments as of the balance sheet date. ● Noninterest income was $60.3 million for the three months ended June 30, 2026, an increase of $6.3 million or 12% as compared to the same period in 2025. The increase in noninterest income was primarily due to a $3.0 million increase in other noninterest income, a $2.3 million increase in bank-owned life insurance (“BOLI”) income and a $1.1 million increase in other service charges and fees. ● Noninterest expense was $130.4 million for the three months ended June 30, 2026, an increase of $5.5 million or 4% as compared to the same period in 2025. The increase in noninterest expense was primarily due to a $2.9 million increase in salaries and employee benefits expense and a $2.4 million increase in contracted services and professional fees. Net income was $141.2 million for the six months ended June 30, 2026, an increase of $8.7 million or 7% as compared to the same period in 2025. Basic earnings per share was $1.16 for the six months ended June 30, 2026, an increase of $0.11 or 10% as compared to the same period in 2025. Diluted earnings per share was $1.15 for the six months ended June 30, 2026, an increase of $0.10 or 10% as compared to the same period in 2025. The increase in net income was primarily due to a $14.4 million increase in net interest income, an $8.7 million increase in noninterest income and a $4.4 million decrease in the Provision. This was partially offset by a $9.8 million increase in noninterest expense and a $9.0 million increase in the provision for income taxes. 58 Table of Contents Our return on average total assets was 1.19% for the six months ended June 30, 2026, an increase of seven basis points from the same period in 2025, and our return on average total stockholders’ equity was 10.19% for the six months ended June 30, 2026, an increase of 12 basis points for the same period in 2025. Our return on average tangible assets was 1.24% for the six months ended June 30, 2026, an increase of seven basis points from the same period in 2025, and our return on average tangible stockholders’ equity was 15.84% for the six months ended June 30, 2026, a decrease of 28 basis points from the same period in 2025. Our efficiency ratio was 56.95% for the six months ended June 30, 2026 compared to 57.71% for the same period in 2025. Our results for the six months ended June 30, 2026 were highlighted by the following: ● Net interest income was $338.5 million for the six months ended June 30, 2026, an increase of $14.4 million or 4% as compared to the same period in 2025. Our net interest margin was 3.22% for the six months ended June 30, 2026, an increase of 12 basis points as compared to the same period in 2025. The increase in net interest income was primarily due to lower deposit funding costs and borrowing costs, partially offset by lower earning asset yields driven by lower yields in our loan and lease portfolio. ● The Provision was $10.6 million for the six months ended June 30, 2026, a decrease of $4.4 million or 29% for the same period in 2025. The decrease was primarily due to decreases in the provision for commercial and industrial loans, consumer loans, home equity lines and lease financing and the provision for unfunded home equity line commitments. This was partially offset by increases in the provision for commercial real estate loans and residential mortgage loans and the provision for unfunded construction commitments. The Provision is recorded to maintain the ACL and the reserve for unfunded commitments at levels deemed adequate to absorb lifetime expected credit losses in our loan and lease portfolio and unfunded loan and lease commitments as of the balance sheet date. ● Noninterest income was $113.1 million for the six months ended June 30, 2026, an increase of $8.7 million or 8% as compared to the same period in 2025. The increase was primarily due to a $3.1 million increase in other noninterest income, a $2.7 million increase in other service charges and fees, a $2.1 million increase in BOLI income and a $1.1 million increase in service charges on deposit accounts. ● Noninterest expense was $258.3 million for the six months ended June 30, 2026, an increase of $9.8 million or 4% as compared to the same period in 2025. The increase in noninterest expense was primarily due to a $6.9 million increase in salaries and employee benefits expense, a $1.5 million increase in contracted services and professional fees, a $1.4 million increase in equipment expense, a $0.5 million increase in other noninterest expense and a $0.5 million increase in card rewards program expense, partially offset by a $0.9 million decrease in regulatory assessment and fees. For the six months ended June 30, 2026, we continued to maintain high levels of liquidity and adequate reserves for credit losses. We also remained well-capitalized. Common Equity Tier 1 (“CET1”) was 13.27% as of June 30, 2026, an increase of 10 basis points from December 31, 2025. The increase in CET1 was primarily due to earnings for the six months ended June 30, 2026, partially offset by dividends declared and paid to the Company’s stockholders, common stock repurchased and an increase in risk-weighted assets. ● Total loans and leases were $14.6 billion as of June 30, 2026, an increase of $264.8 million or 2% from December 31, 2025. The increase in total loans and leases was primarily due to increases in commercial real estate loans, commercial and industrial loans and consumer loans, partially offset by decreases in construction loans and residential real estate loans. ● The ACL was $168.1 million as of June 30, 2026, a decrease of $0.4 million from December 31, 2025. The ratio of our ACL to total loans and leases outstanding was 1.15% as of June 30, 2026 and 1.18% as of December 31, 2025. 59 Table of Contents ● Our investment portfolio is comprised of high-grade investment securities, primarily collateralized mortgage obligations issued by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and mortgage-backed securities issued by Ginnie Mae, Freddie Mac, Fannie Mae, Municipal Housing Authorities and non-agency entities. The total carrying value of our investment securities portfolio was $5.5 billion as of June 30, 2026, a decrease of $102.9 million or 2% from December 31, 2025. The lower balances in investment securities were driven by payments and maturities during the six months ended June 30, 2026, which were placed into loans and leases. ● Total deposits were $20.2 billion as of June 30, 2026, a decrease of a $361.5 million or 2% from December 31, 2025. The decrease in total deposits was primarily due to a $176.1 million decrease in savings deposit balances, a $99.5 million decrease in demand deposit balances, an $80.5 million decrease in time deposit balances and a $5.4 million decrease in money market deposit balances. ● Total stockholders’ equity was $2.8 billion as of June 30, 2026 and December 31, 2025. Earnings of $141.2 million for the period and other comprehensive income, net of tax, of $8.3 million, were partially offset by dividends of $63.5 million declared and paid to the Company’s stockholders and repurchases of common stock of $32.0 million during the six months ended June 30, 2026. Analysis of Results of Operations Net Interest Income For the three months ended June 30, 2026 and 2025, average balances, related income and expenses, on a fully taxable-equivalent basis, and resulting yields and rates are presented in Table 3. An analysis of the change in net interest income, on a fully taxable-equivalent basis, is presented in Table 4. 60 Table of Contents Average Balances and Interest Rates Table 3 Three Months Ended Three Months Ended June 30, 2026 June 30, 2025 Average Income/ Yield/ Average Income/ Yield/ (dollars in millions) Balance Expense Rate Balance Expense Rate Earning Assets Interest-Bearing Deposits in Other Banks $ 1,142.4 $ 10.5 3.68 % $ 1,276.8 $ 14.1 4.45 % Available-for-Sale Investment Securities Taxable 2,081.7 15.8 3.05 1,869.3 12.5 2.67 Non-Taxable 0.4 — 4.42 1.3 — 5.27 Held-to-Maturity Investment Securities Taxable 2,860.7 12.1 1.69 3,099.9 13.2 1.70 Non-Taxable 590.3 3.3 2.23 596.5 3.3 2.21 Total Investment Securities 5,533.1 31.2 2.26 5,567.0 29.0 2.08 Loans Held for Sale 0.6 — 5.68 0.3 — 6.86 Loans and Leases(1) Commercial and industrial 2,275.4 32.3 5.69 2,291.5 35.2 6.16 Commercial real estate 4,736.0 67.6 5.73 4,392.5 66.9 6.11 Construction 770.2 12.4 6.48 900.4 14.9 6.66 Residential: Residential mortgage 4,038.8 40.9 4.05 4,104.1 40.2 3.92 Home equity line 1,181.8 14.2 4.82 1,154.4 13.4 4.64 Consumer 1,044.1 20.1 7.74 1,013.9 19.2 7.58 Lease financing 441.9 3.9 3.51 432.1 4.2 3.90 Total Loans and Leases 14,488.2 191.4 5.30 14,288.9 194.0 5.44 Other Earning Assets 28.7 0.2 2.36 34.6 0.4 4.94 Total Earning Assets(2) 21,193.0 233.3 4.41 21,167.6 237.5 4.50 Cash and Due from Banks 239.1 222.3 Other Assets 2,522.3 2,469.5 Total Assets $ 23,954.4 $ 23,859.4 Interest-Bearing Liabilities Interest-Bearing Deposits Savings $ 6,407.4 $ 19.6 1.23 % $ 6,247.5 $ 21.0 1.35 % Money Market 4,321.3 19.5 1.81 3,822.1 22.8 2.39 Time 3,275.3 22.1 2.71 3,389.4 26.5 3.14 Total Interest-Bearing Deposits 14,004.0 61.2 1.75 13,459.0 70.3 2.09 Other Short-Term Borrowings — — — 250.0 2.6 4.22 Other Interest-Bearing Liabilities 19.5 0.2 3.16 20.8 0.2 4.62 Total Interest-Bearing Liabilities 14,023.5 61.4 1.76 13,729.8 73.1 2.14 Net Interest Income $ 171.9 $ 164.4 Interest Rate Spread(3) 2.65 % 2.36 % Net Interest Margin(4) 3.25 % 3.11 % Noninterest-Bearing Demand Deposits 6,479.3 6,821.0 Other Liabilities 654.7 644.7 Stockholders' Equity 2,796.9 2,663.9 Total Liabilities and Stockholders' Equity $ 23,954.4 $ 23,859.4 (1) Non-performing loans and leases are included in the respective average loan and lease balances. Income, if any, on such loans and leases is recognized on a cash basis. (2) Interest income includes taxable-equivalent basis adjustments of $0.9 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively. (3) Interest rate spread is the difference between the average yield on earning assets and the average rate paid on interest-bearing liabilities, on a fully taxable-equivalent basis. (4) Net interest margin is net interest income annualized for the three months ended June 30, 2026 and 2025, on a fully taxable-equivalent basis, divided by average total earning assets. 61 Table of Contents Analysis of Change in Net Interest Income Table 4 Three Months Ended June 30, 2026 Compared to June 30, 2025 (dollars in millions) Volume Rate Total (1) Change in Interest Income: Interest-Bearing Deposits in Other Banks $ (1.4) $ (2.2) $ (3.6) Available-for-Sale Investment Securities Taxable 1.4 1.9 3.3 Held-to-Maturity Investment Securities Taxable (1.0) (0.1) (1.1) Total Investment Securities 0.4 1.8 2.2 Loans and Leases Commercial and industrial (0.2) (2.7) (2.9) Commercial real estate 5.0 (4.3) 0.7 Construction (2.1) (0.4) (2.5) Residential: Residential mortgage (0.6) 1.3 0.7 Home equity line 0.3 0.5 0.8 Consumer 0.5 0.4 0.9 Lease financing 0.1 (0.4) (0.3) Total Loans and Leases 3.0 (5.6) (2.6) Other Earning Assets — (0.2) (0.2) Total Change in Interest Income 2.0 (6.2) (4.2) Change in Interest Expense: Interest-Bearing Deposits Savings 0.5 (1.9) (1.4) Money Market 2.7 (6.0) (3.3) Time (0.9) (3.5) (4.4) Total Interest-Bearing Deposits 2.3 (11.4) (9.1) Other Short-term Borrowings (1.3) (1.3) (2.6) Total Change in Interest Expense 1.0 (12.7) (11.7) Change in Net Interest Income $ 1.0 $ 6.5 $ 7.5 (1) The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata basis to the volume and rate columns. Net interest income, on a fully taxable-equivalent basis, was $171.9 million for the three months ended June 30, 2026, an increase of $7.5 million or 5% compared to the same period in 2025. Our net interest margin was 3.25% for the three months ended June 30, 2026, an increase of 14 basis points from the same period in 2025. The increase in net interest income, on a fully taxable-equivalent basis, was primarily due to lower deposit funding and borrowing costs, partially offset by lower earning asset yields driven by lower yields in our loan and lease portfolio during the three months ended June 30, 2026, compared to the same period in 2025. Deposit funding costs were $61.2 million for the three months ended June 30, 2026, a decrease of $9.1 million or 13% compared to the same period in 2025, primarily due to a decrease in interest rates. Rates paid on our interest-bearing deposits were 1.75% for the three months ended June 30, 2026, a decrease of 34 basis points compared to the same period in 2025, primarily due to rate decreases. Total borrowing costs were nil for the three months ended June 30, 2026, a decrease of $250.0 million compared to the same period in 2025, as $250.0 million of FHLB advances matured during the third quarter of 2025. The yield on our loan and lease portfolio was 5.30% for the three months ended June 30, 2026, a decrease of 14 basis points as compared to the same period in 2025, primarily due to decreases in yields from our adjustable-rate commercial real estate and commercial and industrial loans, which are typically based on the SOFR. For the six months ended June 30, 2026 and 2025, average balances, related income and expenses, on a fully taxable-equivalent basis, and resulting yields and rates are presented in Table 5. An analysis of the change in net interest income, on a fully taxable-equivalent basis, is presented in Table 6. 62 Table of Contents Average Balances and Interest Rates Table 5 Six Months Ended Six Months Ended June 30, 2026 June 30, 2025 Average Income/ Yield/ Average Income/ Yield/ (dollars in millions) Balance Expense Rate Balance Expense Rate Earning Assets Interest-Bearing Deposits in Other Banks $ 1,297.9 $ 23.7 3.68 % $ 1,224.3 $ 27.0 4.44 % Available-for-Sale Investment Securities Taxable 2,066.3 30.7 2.98 1,880.3 25.6 2.73 Non-Taxable 0.6 — 4.71 1.3 — 5.38 Held-to-Maturity Investment Securities Taxable 2,888.4 24.1 1.67 3,131.8 26.8 1.71 Non-Taxable 591.4 6.8 2.31 597.7 7.0 2.36 Total Investment Securities 5,546.7 61.6 2.22 5,611.1 59.4 2.12 Loans Held for Sale 0.8 — 5.79 0.3 — 6.54 Loans and Leases(1) Commercial and industrial 2,223.3 63.1 5.72 2,244.4 68.8 6.18 Commercial real estate 4,672.5 132.7 5.73 4,406.3 133.3 6.10 Construction 772.8 24.8 6.48 918.6 30.4 6.67 Residential: Residential mortgage 4,060.2 81.9 4.03 4,127.1 81.2 3.93 Home equity line 1,178.6 27.8 4.76 1,152.1 26.4 4.62 Consumer 1,039.4 40.1 7.79 1,016.6 38.1 7.56 Lease financing 442.6 8.0 3.63 434.3 8.5 3.95 Total Loans and Leases 14,389.4 378.4 5.29 14,299.4 386.7 5.44 Other Earning Assets 27.6 0.3 2.44 33.3 0.8 5.20 Total Earning Assets(2) 21,262.4 464.0 4.39 21,168.4 473.9 4.50 Cash and Due from Banks 232.8 229.0 Other Assets 2,523.3 2,477.4 Total Assets $ 24,018.5 $ 23,874.8 Interest-Bearing Liabilities Interest-Bearing Deposits Savings $ 6,406.0 $ 38.5 1.21 % $ 6,240.1 $ 42.2 1.36 % Money Market 4,340.0 39.3 1.83 3,871.8 45.8 2.38 Time 3,328.0 45.5 2.76 3,353.5 54.0 3.25 Total Interest-Bearing Deposits 14,074.0 123.3 1.77 13,465.4 142.0 2.13 Other Short-Term Borrowings — — — 250.0 5.2 4.22 Other Interest-Bearing Liabilities 16.0 0.2 3.25 24.1 0.6 4.65 Total Interest-Bearing Liabilities 14,090.0 123.5 1.77 13,739.5 147.8 2.17 Net Interest Income $ 340.5 $ 326.1 Interest Rate Spread(3) 2.62 % 2.33 % Net Interest Margin(4) 3.22 % 3.10 % Noninterest-Bearing Demand Deposits 6,479.1 6,851.4 Other Liabilities 656.5 630.9 Stockholders' Equity 2,792.9 2,653.0 Total Liabilities and Stockholders' Equity $ 24,018.5 $ 23,874.8 (1) Non-performing loans and leases are included in the respective average loan and lease balances. Income, if any, on such loans and leases is recognized on a cash basis. (2) Interest income includes taxable-equivalent basis adjustments of $2.0 million for both the six months ended June 30, 2026 and 2025. (3) Interest rate spread is the difference between the average yield on earning assets and the average rate paid on interest-bearing liabilities, on a fully taxable-equivalent basis. (4) Net interest margin is net interest income annualized for the six months ended June 30, 2026 and 2025, on a fully taxable-equivalent basis, divided by average total earning assets. 63 Table of Contents Analysis of Change in Net Interest Income Table 6 Six Months Ended June 30, 2026 Compared to June 30, 2025 (dollars in millions) Volume Rate Total(1) Change in Interest Income: Interest-Bearing Deposits in Other Banks $ 1.5 $ (4.8) $ (3.3) Available-for-Sale Investment Securities Taxable 2.6 2.5 5.1 Held-to-Maturity Investment Securities Taxable (2.1) (0.6) (2.7) Non-Taxable (0.1) (0.1) (0.2) Total Investment Securities 0.4 1.8 2.2 Loans and Leases Commercial and industrial (0.6) (5.1) (5.7) Commercial real estate 7.8 (8.4) (0.6) Construction (4.7) (0.9) (5.6) Residential: Residential mortgage (1.3) 2.0 0.7 Home equity line 0.6 0.8 1.4 Consumer 0.8 1.2 2.0 Lease financing 0.2 (0.7) (0.5) Total Loans and Leases 2.8 (11.1) (8.3) Other Earning Assets (0.1) (0.4) (0.5) Total Change in Interest Income 4.6 (14.5) (9.9) Change in Interest Expense: Interest-Bearing Deposits Savings 1.1 (4.8) (3.7) Money Market 5.0 (11.5) (6.5) Time (0.4) (8.1) (8.5) Total Interest-Bearing Deposits 5.7 (24.4) (18.7) Other Short-Term Borrowings (2.6) (2.6) (5.2) Other Interest-Bearing Liabilities (0.2) (0.2) (0.4) Total Change in Interest Expense 2.9 (27.2) (24.3) Change in Net Interest Income $ 1.7 $ 12.7 $ 14.4 (1) The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata basis to the volume and rate columns. Net interest income, on a fully taxable-equivalent basis, was $340.5 million for the six months ended June 30, 2026, an increase of $14.4 million or 4% compared to the same period in 2025. Our net interest margin was 3.22% for the six months ended June 30, 2026, an increase of 12 basis points from the same period in 2025. The increase in net interest income, on a fully taxable-equivalent basis, was primarily due to lower deposit funding costs and lower borrowing costs, partially offset by lower earning asset yields driven by lower yields in our loan and lease portfolio during the six months ended June 30, 2026 compared to the same period in 2025. Deposit funding costs were $123.3 million for the six months ended June 30, 2026, a decrease of $18.7 million or 13% compared to the same period in 2025, primarily due to a decrease in interest rates. Rates paid on our interest-bearing deposits were 1.77% for the six months ended June 30, 2026, a decrease of 36 basis points compared to the same period in 2025, primarily due to rate decreases. Total borrowing costs were nil for the six months ended June 30, 2026, a decrease of $250.0 million compared to the same period in 2025, as $250.0 million of FHLB advances matured during the third quarter of 2025. The yield on our loan and lease portfolio was 5.29% for the six months ended June 30, 2026, a decrease of 15 basis points as compared to the same period in 2025, primarily due to decreases in yields from our adjustable-rate commercial real estate and commercial and industrial loans, which are typically based on the SOFR. 64 Table of Contents The Federal Reserve influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. Our loan portfolio is affected by changes in the prime interest rate. The prime rate decreased by 75 basis points in 2025 to end the year at 6.75%, where it remained as at the end of the second quarter of 2026. As noted above, our loan portfolio is also impacted by changes in the SOFR. At June 30, 2026, the one-month and three-month CME Term SOFR interest rates were 3.65% and 3.73%, respectively. At June 30, 2025, the one-month and three-month CME Term SOFR interest rates were 4.32% and 4.29%, respectively. The target range for the federal funds rate, which is the cost of immediately available overnight funds, decreased 75 basis points in 2025 to end the year at 3.50% to 3.75%, where it remained as at June 30, 2026. There continues to be uncertainty in the changing market and economic conditions. Provision for Credit Losses The Provision was $5.6 million for the three months ended June 30, 2026, an increase of $1.1 million or 24% compared to the same period in 2025. The increase was primarily due to increases in the provision for consumer loans, construction loans and commercial real estate loans and the provision for unfunded construction commitments. This was partially offset by decreases in the provision for commercial and industrial loans and residential mortgage loans. We recorded net charge-offs of loans and leases of $4.1 million and $3.3 million for the three months ended June 30, 2026 and 2025, respectively. This represented net charge-offs of 0.11% and 0.09% of average loans and leases, on an annualized basis, for the three months ended June 30, 2026 and 2025, respectively. The Provision was $10.6 million for the six months ended June 30, 2026, a decrease of $4.4 million or 29% compared to the same period in 2025. The decrease was primarily due to decreases in the provision for commercial and industrial loans, consumer loans, home equity lines and lease financing and the provision for unfunded home equity line commitments. This was partially offset by increases in the provision for commercial real estate loans and residential mortgage loans and the provision for unfunded construction commitments. We recorded net charge-offs of loans and leases of $9.0 million and $7.1 million for the six months ended June 30, 2026 and 2025, respectively. This represented net charge-offs of 0.13% and 0.10% of average loans and leases, on an annualized basis, for the six months ended June 30, 2026 and 2025, respectively. The ACL was $168.1 million as of June 30, 2026, a decrease of $0.4 million from December 31, 2025 and represented 1.15% of total outstanding loans and leases as of June 30, 2026, compared to 1.18% of total outstanding loans and leases as of December 31, 2025. The reserve for unfunded commitments was $37.7 million as of June 30, 2026, compared to $35.7 million as of December 31, 2025. The Provision is recorded to maintain the ACL and the reserve for unfunded commitments at levels deemed adequate by management based on the factors noted in the “Risk Governance and Quantitative and Qualitative Disclosures About Market Risk — Credit Risk” section of this MD&A. Noninterest Income Table 7 presents the major components of noninterest income for the three months ended June 30, 2026 and 2025 and Table 8 presents the major components of noninterest income for the six months ended June 30, 2026 and 2025: Noninterest Income Table 7 Three Months Ended June 30, Dollar Percent (dollars in thousands) 2026 2025 Change Change Service charges on deposit accounts $ 8,316 $ 7,830 $ 486 6 % Credit and debit card fees 15,402 15,913 (511) (3) Other service charges and fees 14,409 13,350 1,059 8 Trust and investment services income 9,074 9,154 (80) (1) Bank-owned life insurance 7,069 4,724 2,345 50 Other 6,011 2,987 3,024 n/m Total noninterest income $ 60,281 $ 53,958 $ 6,323 12 % n/m – Denotes a variance that is not a meaningful metric to inform the change in noninterest income for the three months ended June 30, 2026 to the same period in 2025. 65 Table of Contents Noninterest Income Table 8 Six Months Ended June 30, Dollar Percent (dollars in thousands) 2026 2025 Change Change Service charges on deposit accounts $ 16,472 $ 15,365 $ 1,107 7 % Credit and debit card fees 30,485 30,387 98 — Other service charges and fees 28,193 25,517 2,676 10 Trust and investment services income 18,220 18,524 (304) (2) Bank-owned life insurance 11,160 9,095 2,065 23 Investment securities gains, net — 37 (37) n/m Other 8,570 5,510 3,060 56 Total noninterest income $ 113,100 $ 104,435 $ 8,665 8 % n/m – Denotes a variance that is not a meaningful metric to inform the change in noninterest income for the six months ended June 30, 2026 to the same period in 2025. Total noninterest income was $60.3 million for the three months ended June 30, 2026, an increase of $6.3 million or 12% as compared to the same period in 2025. Total noninterest income was $113.1 million for the six months ended June 30, 2026, an increase of $8.7 million or 8% as compared to the same period in 2025. Service charges on deposit accounts were $8.3 million for the three months ended June 30, 2026, an increase of $0.5 million or 6% as compared to the same period in 2025. This increase was primarily due to a $0.6 million increase in overdraft and checking account fees. Service charges on deposit accounts were $16.5 million for the six months ended June 30, 2026, an increase of $1.1 million or 7% as compared to the same period in 2025. This increase was primarily due to a $1.1 million increase in overdraft and checking account fees. Credit and debit card fees were $15.4 million for the three months ended June 30, 2026, a decrease of $0.5 million or 3% as compared to the same period in 2025. This decrease was primarily due to a $0.2 million increase in network association dues and $0.1 million decrease in merchant services revenues. Credit and debit card fees were $30.5 million for the six months ended June 30, 2026, an increase of $0.1 million as compared to the same period in 2025. Other service charges and fees were $14.4 million for the three months ended June 30, 2026, an increase of $1.1 million or 8% as compared to the same period in 2025. This increase was primarily due to a $1.2 million increase in fees from annuities and securities. Other service charges and fees were $28.2 million for the six months ended June 30, 2026, an increase of $2.7 million or 10% as compared to the same period in 2025. This increase was primarily due to a $2.9 million increase in fees from annuities and securities, partially offset by a $0.4 million decrease in online banking fees. Trust and investment services income was $9.1 million for the three months ended June 30, 2026, a decrease of $0.1 million or 1% as compared to the same period in 2025. Trust and investment services income was $18.2 million for the six months ended June 30, 2026, a decrease of $0.3 million or 2% as compared to the same period in 2025. BOLI income was $7.1 million for the three months ended June 30, 2026, an increase of $2.3 million or 50% as compared to the same period in 2025. This increase was primarily due to a $2.3 million increase in BOLI earnings. BOLI income was $11.2 million for the six months ended June 30, 2026, an increase of $2.1 million or 23% as compared to the same period in 2025. This increase was primarily due to a $1.4 million increase in BOLI earnings and a $0.7 million increase in death benefit proceeds from life insurance policies. Other noninterest income was $6.0 million for the three months ended June 30, 2026, an increase of $3.0 million as compared to the same period in 2025. This increase was primarily due to $1.6 million in excise tax refunds received during the three months ended June 30, 2026, a $1.0 million increase in customer-related interest rate swap fees and a $0.8 million class action settlement the Company received during the three months ended June 30, 2026, partially offset by a $0.4 million decrease in insurance proceeds received. Other noninterest income was $8.6 million for the six months ended June 30, 2026, an increase of $3.1 million or 56% as compared to the same period in 2025. This increase was primarily due to $1.7 million in excise tax refunds received during the six months ended June 30, 2026, a $0.8 million class action settlement the Company received during the six months ended June 30, 2026, a $0.6 million increase in volume-based incentives and a $0.5 million increase in customer-related interest rate swap fees, partially offset by a $0.4 million decrease in insurance proceeds received. 66 Table of Contents Noninterest Expense Table 9 presents the major components of noninterest expense for the three months ended June 30, 2026 and 2025 and Table 10 presents the major components of noninterest expense for the six months ended June 30, 2026 and 2025: Noninterest Expense Table 9 Three Months Ended June 30, Dollar Percentage (dollars in thousands) 2026 2025 Change Change Salaries and employee benefits $ 62,376 $ 59,501 $ 2,875 5 % Contracted services and professional fees 18,402 15,997 2,405 15 Occupancy 7,902 7,934 (32) — Equipment 14,563 14,037 526 4 Regulatory assessment and fees 3,417 3,759 (342) (9) Advertising and marketing 2,178 2,035 143 7 Card rewards program 8,403 8,406 (3) — Other 13,204 13,270 (66) — Total noninterest expense $ 130,445 $ 124,939 $ 5,506 4 % Noninterest Expense Table 10 Six Months Ended June 30, Dollar Percentage (dollars in thousands) 2026 2025 Change Change Salaries and employee benefits $ 126,466 $ 119,605 $ 6,861 6 % Contracted services and professional fees 32,366 30,836 1,530 5 Occupancy 15,718 16,034 (316) (2) Equipment 29,344 27,908 1,436 5 Regulatory assessment and fees 6,665 7,582 (917) (12) Advertising and marketing 4,430 4,214 216 5 Card rewards program 16,807 16,325 482 3 Other 26,534 25,995 539 2 Total noninterest expense $ 258,330 $ 248,499 $ 9,831 4 % Total noninterest expense was $130.4 million for the three months ended June 30, 2026, an increase of $5.5 million or 4% as compared to the same period in 2025. Total noninterest expense was $258.3 million for the six months ended June 30, 2026, an increase of $9.8 million or 4% as compared to the same period in 2025. Salaries and employee benefits expense was $62.4 million for the three months ended June 30, 2026, an increase of $2.9 million or 5% as compared to the same period in 2025. This increase was primarily due to a $1.5 million increase in base salaries and related payroll taxes, a $1.2 million increase in incentive compensation, a $0.6 million increase in group health plan costs and a $0.3 million increase in adjustments made to the deferred compensation plan as a result of market conditions. This was partially offset by a $0.9 million increase in payroll and benefit costs being deferred as loan origination costs. Salaries and employee benefits expense was $126.5 million for the six months ended June 30, 2026, an increase of $6.9 million or 6% as compared to the same period in 2025. This increase was primarily due to a $3.4 million increase in base salaries and related payroll taxes, a $2.6 million increase in incentive compensation, a $1.1 million increase in group health plan costs, a $0.4 million increase in mortgage banking commissions expense and a $0.3 million increase in adjustments made to the deferred compensation plan as a result of market conditions. This was partially offset by a $1.1 million increase in payroll and benefit costs being deferred as loan origination costs. Contracted services and professional fees were $18.4 million for the three months ended June 30, 2026, an increase of $2.4 million or 15% as compared to the same period in 2025. This increase was primarily due to a $4.2 million increase in audit, legal and consultant fees, partially offset by a $1.7 million decrease in outside services, primarily attributable to technology-related projects, marketing and new customer services. Contracted services and professional fees were $32.4 million for the six months ended June 30, 2026, an increase of $1.5 million or 5% as compared to the same period in 2025. This increase was primarily due to a $4.3 million increase in audit, legal and consultant fees, partially offset by a $2.7 million decrease in outside services, primarily attributable to technology-related projects, marketing and new customer services. 67 Table of Contents Occupancy expense was $7.9 million for the three months ended June 30, 2026, a minimal change as compared to the same period in 2025. Occupancy expense was $15.7 million for the six months ended June 30, 2026, a decrease of $0.3 million or 2% as compared to the same period in 2025. Equipment expense was $14.6 million for the three months ended June 30, 2026, an increase of $0.5 million or 4% as compared to the same period in 2025. This increase was primarily due to a $0.3 million increase in technology-related amortization and licensing and maintenance fees and a $0.2 million increase in furniture and equipment depreciation. Equipment expense was $29.3 million for the six months ended June 30, 2026, an increase of $1.4 million or 5% as compared to the same period in 2025. This increase was primarily due to a $0.8 million increase in furniture and equipment depreciation and a $0.7 million increase in technology-related amortization and licensing and maintenance fees. Regulatory assessment and fees were $3.4 million for the three months ended June 30, 2026, a decrease of $0.3 million or 9% as compared to the same period in 2025. Regulatory assessment and fees were $6.7 million for the six months ended June 30, 2026, a decrease of $0.9 million or 12% as compared to the same period in 2025. This decrease was primarily due to a decrease in the FDIC insurance assessment. During 2023, the FDIC approved a final rule for a special assessment to replenish the deposit insurance fund following bank failures occurring earlier in the year. As a result, the Company previously recorded a related loss of $16.3 million in the fourth quarter of 2023. During the first quarter of 2024, the FDIC issued a notice that the original loss estimate related to the 2023 bank failures was subsequently increased and that this increase would result in an additional assessment expense to affected institutions. As a result, we recorded a net expense related to the additional special assessment of $3.5 million for the year ended December 31, 2024. In December 2025, the FDIC reduced the rate at which the assessment is collected for the eighth quarter of the collection period, with an invoice payment date of March 30, 2026, from 3.36 basis points to 2.97 basis points. We recorded a reduction in the expense related to the additional special assessment of $2.6 million in 2025 and $0.2 million in the first quarter of 2026. Advertising and marketing expense was $2.2 million for the three months ended June 30, 2026, an increase of $0.1 million or 7% as compared to the same period in 2025. Advertising and marketing expense was $4.4 million for the six months ended June 30, 2026, an increase of $0.2 million or 5% as compared to the same period in 2025. Card rewards program expense was $8.4 million for the three months ended June 30, 2026, a minimal change as compared to the same period in 2025. Card rewards program expense was $16.8 million for the six months ended June 30, 2026, an increase of $0.5 million or 3% as compared to the same period in 2025. This increase was primarily due to a $0.3 million increase in credit card cash reward redemptions and a $0.2 million increase in priority rewards card redemptions. Other noninterest expense was $13.2 million for the three months ended June 30, 2026, a decrease of $0.1 million as compared to the same period in 2025. Other noninterest expense was $26.5 million for the six months ended June 30, 2026, an increase of $0.5 million or 2% as compared to the same period in 2025. This increase was primarily due to a $0.8 million increase in charitable contributions, a $0.3 million increase in postage expenses, a $0.3 million increase in brokers fees and a $0.3 million increase in operational losses and other charge-offs, partially offset by a $1.0 million decrease in software amortization expense and a $0.3 million decrease in pension-related expenses. Provision for Income Taxes The provision for income taxes was $21.9 million (reflecting an effective tax rate of 22.95%) for the three months ended June 30, 2026, compared with a provision for income taxes of $14.9 million (reflecting an effective tax rate of 16.86%) for the same period in 2025. The provision for income taxes was $41.5 million (an effective tax rate of 22.73%) for the six months ended June 30, 2026, compared with a provision for income taxes of $32.6 million (an effective tax rate of 19.72%) for the same period in 2025. The lower effective tax rates in 2025 were primarily due to the revaluation of the California deferred tax assets due to the change in the California apportionment formula for banks. 68 Table of Contents Analysis of Business Segments Our business segments are Retail Banking and Commercial Banking, with all other activities, including Treasury, reported in Corporate/Other. Table 11 summarizes net income (loss) from our business segments and Corporate/Other for the three and six months ended June 30, 2026 and 2025. Additional information about operating segment performance and Corporate/Other is presented in “Note 16. Reportable Operating Segments” contained in our unaudited interim consolidated financial statements. During the quarter ended December 31, 2025, we realigned our internal organizational and management reporting structure. As a result of this change, we reduced our reportable operating segments from three to two. Our reportable segments are now Retail Banking and Commercial Banking. Activities previously reported within the Treasury and Other segment are now included in Corporate/Other, as Treasury exists to support our operating segments. The change in reportable segments reflects how our chief operating decision maker currently evaluates performance and allocates resources. In addition, during the third quarter of 2025, we made changes to the internal measurement of segment operating profits for the purpose of evaluating segment performance and resource allocation. The primary reason for the change was to align loan and deposit balances within the business segment that directly manages them. Specifically, certain loan and deposit balances previously included as part of the Retail Banking and Commercial Banking segments were reclassified among the segments and what is now Corporate/Other. The reallocation of select loan and deposit balances affected net interest income, net interest income after provision for credit losses, provision for income taxes, net income and segment earning assets. We have reported our selected financial information using the new loan and deposit balance alignments and using two reportable operating segments for the three and six months ended June 30, 2026. Prior-period segment information has been recast to conform to the current presentation. Business Segments and Corporate/Other Net Income (Loss) Table 11 Three Months Ended Six Months Ended June 30, June 30, (dollars in thousands) 2026 2025 2026 2025 Retail Banking $ 68,242 $ 65,424 $ 128,317 $ 122,855 Commercial Banking 36,824 33,067 68,205 63,813 Corporate/Other (31,691) (25,244) (55,363) (54,173) Consolidated Total $ 73,375 $ 73,247 $ 141,159 $ 132,495 Retail Banking. Our Retail Banking segment includes the financial products and services we provide to consumers and small businesses. Loan and lease products offered include residential and commercial mortgage loans, home equity lines of credit and loans, automobile loans and leases, secured and unsecured lines of credit, installment loans and small business loans and leases. Deposit products offered include checking, savings and time deposit accounts. Our Retail Banking segment also includes our wealth management services. Products and services from Retail Banking are delivered to customers through 49 banking locations throughout the State of Hawaii, Guam and Saipan. Net income for the Retail Banking segment was $68.2 million for the three months ended June 30, 2026, an increase of $2.8 million or 4% as compared to the same period in 2025. The increase in net income for the Retail Banking segment was primarily due to a $5.8 million increase in net interest income, a $1.4 million increase in noninterest income, a $1.0 million decrease in noninterest expense and a $0.9 million decrease in the Provision, partially offset by a $6.1 million increase in the provision for income taxes. The increase in net interest income was primarily due to higher deposit spreads and higher loan spreads. The increase in noninterest income was primarily due to increases in other service charges and fees and service charges on deposit accounts. The decrease in noninterest expense was primarily due to lower overall expenses that were allocated to the Retail Banking segment, partially offset by increases in occupancy expense and salaries and employee benefits expense. The decrease in the Provision allocated to the Retail Banking segment was primarily due to decreases in the provision for commercial and industrial loans and residential mortgage loans, partially offset by increases in the provision for consumer loans, constructions loans and commercial real estate loans. The increase in the provision for income taxes was primarily due to the allocation of the revaluation of the California deferred tax assets in 2025. 69 Table of Contents Net income for the Retail Banking segment was $128.3 million for the six months ended June 30, 2026, an increase of $5.5 million or 4% as compared to the same period in 2025. The increase in net income for the Retail Banking segment was primarily due to a $9.4 million increase in net interest income, a $3.1 million decrease in the Provision and a $2.8 million increase in noninterest income, partially offset by a $7.4 million increase in the provision for income taxes and a $2.5 million increase in noninterest expense. The increase in net interest income was primarily due to higher deposit spreads and higher loan spreads. The decrease in the Provision allocated to the Retail Banking segment was primarily due to decreases in the provision for commercial and industrial loans, consumer loans and home equity lines, partially offset by increases in the provision for commercial real estate loans and residential mortgage loans. The increase in noninterest income was primarily due to increases in other service charges and fees and service charges on deposit accounts, partially offset by a decrease in trust and investment services income. The increase in the provision for income taxes was primarily due to the allocation of the revaluation of the California deferred tax assets in 2025, in addition to an increase in pretax income. The increase in noninterest expense was primarily due to increases in salaries and employee benefits expense and occupancy expense, partially offset by lower overall expenses that were allocated to the Retail Banking segment. Commercial Banking. Our Commercial Banking segment includes our corporate banking related products, commercial real estate loans, commercial lease financing, secured and unsecured lines of credit, automobile loans and auto dealer financing, business deposit products and credit cards. Commercial lending and deposit products are offered primarily to middle-market and large companies locally, nationally and internationally. Net income for the Commercial Banking segment was $36.8 million for the three months ended June 30, 2026, an increase of $3.8 million or 11% as compared to the same period in 2025. The increase in net income for the Commercial Banking segment was primarily due to a $2.5 million increase in net interest income, a $2.4 million increase in noninterest income, a $0.9 million decrease in noninterest expense and a $0.8 million decrease in the Provision, partially offset by a $2.8 million increase in the provision for income taxes. The increase in net interest income was primarily due to higher average loan balances and higher loan fees. The increase in noninterest income was primarily due to excise tax refunds received during the three months ended June 30, 2026 and an increase in customer-related interest rate swap fees. The decrease in noninterest expense was primarily due to higher overall credits that were allocated to the Commercial Banking segment. The decrease in the Provision allocated to the Commercial Banking segment was primarily due to decreases in the provision for commercial and industrial loans and residential mortgage loans, partially offset by increases in the provision for consumer loans, construction loans and commercial real estate loans. The increase in the provision for income taxes was primarily due to the allocation of the revaluation of the California deferred tax assets in 2025. Net income for the Commercial Banking segment was $68.2 million for the six months ended June 30, 2026, an increase of $4.4 million or 7% as compared to the same period in 2025. The increase in net income for the Commercial Banking segment was primarily due to a $3.3 million increase in noninterest income and a $2.8 million decrease in the Provision, partially offset by a $2.5 million increase in the provision for income taxes. The increase in noninterest income was primarily due to excise tax refunds received during the six months ended June 30, 2026 and increases in volume-based incentives, customer-related interest rate swap fees and other service charges and fees. The decrease in the Provision allocated to the Commercial Banking segment was primarily due to decreases in the provision for commercial and industrial loans, consumer loans and home equity lines, partially offset by increases in the provision for commercial real estate loans and residential mortgage loans. The increase in the provision for income taxes was primarily due to the allocation of the revaluation of the California deferred tax assets in 2025. Analysis of Financial Condition Liquidity and Capital Resources Liquidity refers to our ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management. We consider the effective and prudent management of liquidity to be fundamental to our health and strength. Our objective is to manage our cash flow and liquidity reserves so that they are adequate to fund our obligations and other commitments on a timely basis and at a reasonable cost. 70 Table of Contents Liquidity is managed to ensure stable, reliable and cost-effective sources of funds to satisfy demand for credit, deposit withdrawals and investment opportunities. Funding requirements are impacted by loan originations and refinancings, deposit balance changes, liability issuances and settlements and off-balance sheet funding commitments. We consider and comply with various regulatory and internal guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity. Based on periodic liquidity assessments, we may alter our asset, liability and off-balance sheet positions. The Company’s Asset Liability Management Committee (“ALCO”) monitors sources and uses of funds and modifies asset and liability positions as liquidity requirements change. This process, combined with our ability to raise funds in money and capital markets and through private placements, provides flexibility in managing the exposure to liquidity risk. Immediate liquid resources are available in cash, which is primarily on deposit with the Federal Reserve Bank of San Francisco (“FRB”). As of June 30, 2026 and December 31, 2025, cash and cash equivalents were $1.0 billion and $1.5 billion, respectively. Potential sources of liquidity also include investment securities in our available-for-sale portfolio and held-to-maturity portfolio. The carrying values of our available-for-sale investment securities and held-to-maturity investment securities were $2.1 billion and $3.4 billion as of June 30, 2026, respectively. The carrying values of our available-for-sale investment securities and held-to-maturity investment securities were $2.1 billion and $3.5 billion as of December 31, 2025, respectively. As of June 30, 2026 and December 31, 2025, we maintained additional liquidity primarily in collateralized mortgage obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac and mortgage-backed securities issued by Ginnie Mae, Freddie Mac, Fannie Mae, Municipal Housing Authorities and non-agency entities. As of June 30, 2026, our available-for-sale investment securities portfolio was comprised of securities with a weighted average life of approximately 4.4 years and our held-to-maturity investment securities portfolio was comprised of securities with a weighted average life of approximately 6.9 years. These funds offer substantial resources to meet either new loan demand or to help offset reductions in our deposit funding base as they provide quick sources of liquidity by pledging to obtain secured borrowings and repurchase agreements or sales of our available-for-sale securities portfolio. Liquidity is further enhanced by our ability to pledge loans to access secured borrowings from the Federal Home Loan Bank of Des Moines (“FHLB”) and the FRB. As of June 30, 2026, we have borrowing capacity of $3.6 billion from the FHLB and $3.3 billion from the FRB based on the amount of collateral pledged. Our core deposits have historically provided us with a long-term source of stable and relatively lower cost of funding. Our core deposits, defined as all deposits exclusive of time deposits exceeding $250,000, totaled $18.8 billion and $19.1 billion as of June 30, 2026 and December 31, 2025, respectively, which represented 93% of our total deposits as of both June 30, 2026 and December 31, 2025. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company; however, deposit levels could decrease if interest rates increase significantly or if corporate customers increase investing activities, including alternative investment options, that reduce deposit balances. The Company’s routine funding requirements are expected to consist primarily of general corporate needs and capital to be returned to our shareholders. We expect to meet these obligations from dividends paid by the Bank to the Parent. Additional sources of liquidity available to us include selling residential real estate loans in the secondary market, taking out short- and long-term borrowings and issuing long-term debt and equity securities. Our material cash requirements from our current and long-term contractual obligations have not changed materially since previously reported as of December 31, 2025. We believe that our existing cash, cash equivalents, investments, and cash expected to be generated from operations, are still sufficient to meet our cash requirements within the next 12 months and beyond. Potential Demands on Liquidity from Off-Balance Sheet Arrangements We have off-balance sheet arrangements, such as variable interest entities, guarantees, and certain financial instruments with off-balance sheet risk, that may affect the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. 71 Table of Contents Variable Interest Entities We hold interests in several unconsolidated variable interest entities (“VIEs”). These unconsolidated VIEs are primarily low-income housing tax credit investments in partnerships and limited liability companies. Variable interests are defined as contractual ownership or other interests in an entity that change with fluctuations in an entity’s net asset value. The primary beneficiary consolidates the VIE. Based on our analysis, we have determined that the Company is not the primary beneficiary of these entities. As a result, we do not consolidate these VIEs. Unfunded commitments to fund these low-income housing tax credit investments were $145.2 million and $153.3 million as of June 30, 2026 and December 31, 2025, respectively. Guarantees We sell residential mortgage loans on the secondary market, primarily to Fannie Mae or Freddie Mac. The agreements under which we sell residential mortgage loans to Fannie Mae or Freddie Mac contain provisions that include various representations and warranties regarding the origination and characteristics of the residential mortgage loans. Although the specific representations and warranties vary among investors, insurance or guarantee agreements, they typically cover ownership of the loan, validity of the lien securing the loan, the absence of delinquent taxes or liens against the property securing the loan, compliance with loan criteria set forth in the applicable agreement, compliance with applicable federal, state and local laws and other matters. The unpaid principal balance of our portfolio of residential mortgage loans sold was $1.1 billion as of both June 30, 2026 and December 31, 2025. The agreements under which we sell residential mortgage loans require delivery of various documents to the investor or its document custodian. Although these loans are primarily sold on a non-recourse basis, we may be obligated to repurchase residential mortgage loans or reimburse investors for losses incurred if a loan review reveals that underwriting and documentation standards were potentially not met in the origination of those loans. Upon receipt of a repurchase request, we work with investors to arrive at a mutually agreeable resolution. Repurchase demands are typically reviewed on an individual loan by loan basis to validate the claims made by the investor to determine if a contractually required repurchase event has occurred. We manage the risk associated with potential repurchases or other forms of settlement through our underwriting and quality assurance practices and by servicing mortgage loans to meet investor and secondary market standards. For the six months ended June 30, 2026, there was one residential mortgage loan repurchase totaling less than $0.1 million and there were no pending repurchase requests. In addition to servicing loans in our portfolio, substantially all of the loans we sell to investors are sold with servicing rights retained. We also service loans originated by other mortgage loan originators. As servicer, our primary duties are to: (1) collect payments due from borrowers; (2) advance certain delinquent payments of principal and interest; (3) maintain and administer any hazard, title or primary mortgage insurance policies relating to the mortgage loans; (4) maintain any required escrow accounts for payment of taxes and insurance and administer escrow payments; and (5) foreclose on defaulted mortgage loans, or loan modifications or short sales. Each agreement under which we act as servicer generally specifies a standard of responsibility for actions taken by the Company in such capacity and provides protection against expenses and liabilities incurred by the Company when acting in compliance with the respective servicing agreements. However, if we commit a material breach of obligations as servicer, we may be subject to termination if the breach is not cured within a specified period following notice. The standards governing servicing and the possible remedies for violations of such standards vary by investor. These standards and remedies are determined by servicing guides issued by the investors as well as the contract provisions established between the investors and the Company. Remedies could include repurchase of an affected loan. For the six months ended June 30, 2026, we had no repurchase requests related to loan servicing activities, nor were there any pending repurchase requests as of June 30, 2026. Although to-date repurchase requests related to representation and warranty provisions and servicing activities have been limited, it is possible that requests to repurchase mortgage loans may increase in frequency as investors more aggressively pursue all means of recovering losses on their purchased loans. However, as of June 30, 2026, management believes that this exposure is not material due to the historical level of repurchase requests and loss trends and thus has not established a liability for losses related to mortgage loan repurchases. As of June 30, 2026, 99% of our residential mortgage loans serviced for investors were current. We maintain ongoing communications with investors and continue to evaluate this exposure by monitoring the level and number of repurchase requests as well as the delinquency rates in loans sold to investors. 72 Table of Contents Financial Instruments with Off-Balance Sheet Risk The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and commercial letters of credit which are not reflected in the unaudited interim consolidated financial statements. See “Note 11. Commitments and Contingent Liabilities” contained in our unaudited interim consolidated financial statements for more information on our financial instruments with off-balance sheet risk. Investment Securities Table 12 presents the estimated fair value of our available-for-sale investment securities portfolio and amortized cost of our held-to-maturity investment securities portfolio as of June 30, 2026 and December 31, 2025: Investment Securities Table 12 June 30, December 31, (dollars in thousands) 2026 2025 Mortgage-backed securities: Residential - Government agency $ 25,037 $ 30,367 Residential - Government-sponsored enterprises 865,210 878,215 Commercial - Government agency 183,542 191,177 Commercial - Government-sponsored enterprises 39,022 41,599 Commercial - Non-agency 259,510 129,014 Collateralized mortgage obligations: Government agency 394,290 426,276 Government-sponsored enterprises 283,712 302,996 Collateralized loan obligations 44,376 76,589 Total available-for-sale securities $ 2,094,699 $ 2,076,233 Government agency debt securities $ 44,479 $ 46,182 Mortgage-backed securities: Residential - Government agency 35,787 37,081 Residential - Government-sponsored enterprises 83,559 86,681 Commercial - Government agency 30,162 30,796 Commercial - Government-sponsored enterprises 1,072,102 1,088,838 Collateralized mortgage obligations: Government agency 787,083 823,423 Government-sponsored enterprises 1,303,309 1,365,087 Debt securities issued by states and political subdivisions 55,203 54,994 Total held-to-maturity securities $ 3,411,684 $ 3,533,082 73 Table of Contents Table 13 presents the maturity distribution at amortized cost and weighted-average yield to maturity of our investment securities portfolio as of June 30, 2026: Maturities and Weighted-Average Yield on Securities(1) Table 13 June 30, 2026 1 Year or Less After 1 Year - 5 Years After 5 Years - 10 Years Over 10 Years Total Weighted Weighted Weighted Weighted Weighted Average Average Average Average Average Fair (dollars in millions) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Value Available-for-sale securities Mortgage-backed securities: Residential - Government agency(2) $ — — % $ 16.8 5.44 % $ 8.9 2.84 % $ — — % $ 25.7 4.53 % $ 25.0 Residential - Government-sponsored enterprises(2) — — 624.3 1.64 301.1 4.56 — — 925.4 2.59 865.2 Commercial - Government agency(2) 0.7 2.53 200.1 1.90 29.4 1.80 — — 230.2 1.89 183.6 Commercial - Government-sponsored enterprises(2) 39.5 1.68 — — 0.3 5.27 — — 39.8 1.71 39.0 Commercial - Non-agency — — 74.8 5.49 — — 184.0 5.06 258.8 5.19 259.5 Collateralized mortgage obligations(2): Government agency 0.4 1.80 307.2 2.44 125.5 3.23 — — 433.1 2.67 394.3 Government-sponsored enterprises 1.0 1.36 195.3 1.94 122.1 2.37 — — 318.4 2.10 283.7 Collateralized loan obligations — — 8.2 6.73 36.2 5.59 — — 44.4 5.80 44.4 Total available-for-sale securities $ 41.6 1.69 % $ 1,426.7 2.17 % $ 623.5 3.77 % $ 184.0 5.06 % $ 2,275.8 2.83 % $ 2,094.7 Held-to-maturity securities Government agency debt securities $ — — % $ — — % $ 23.4 1.33 % $ 21.1 1.84 % $ 44.5 1.58 % $ 40.8 Mortgage-backed securities(2): Residential - Government agency — — — — 35.8 2.13 — — 35.8 2.13 31.4 Residential - Government-sponsored enterprises — — — — 83.5 1.59 — — 83.5 1.59 72.8 Commercial - Government agency — — 14.3 2.25 15.9 1.78 — — 30.2 2.00 22.9 Commercial - Government-sponsored enterprises — — 403.3 1.63 482.9 2.05 185.9 2.71 1,072.1 2.01 969.4 Collateralized mortgage obligations(2): Government agency — — 9.8 2.20 777.3 1.39 — — 787.1 1.40 692.4 Government-sponsored enterprises — — 206.1 1.78 1,078.3 1.46 18.9 2.33 1,303.3 1.52 1,155.4 Debt securities issued by state and political subdivisions — — — — 38.0 2.20 17.2 2.45 55.2 2.27 50.4 Total held-to-maturity securities $ — — % $ 633.5 1.70 % $ 2,535.1 1.57 % $ 243.1 2.59 % $ 3,411.7 1.67 % $ 3,035.5 (1) Weighted-average yields were computed on a fully taxable-equivalent basis. (2) Maturities for mortgage-backed securities and collateralized mortgage obligations anticipate future prepayments. The carrying value of our investment securities portfolio was $5.5 billion as of June 30, 2026, a decrease of $102.9 million or 2% compared to December 31, 2025. The lower balances in investment securities were driven by payments and maturities during the six months ended June 30, 2026, which were placed into loans and leases. Our available-for-sale investment securities are carried at fair value with changes in fair value reflected in other comprehensive income (loss) or through the Provision. Our held-to-maturity investment securities are carried at amortized cost. As of June 30, 2026, we maintained all of our investment securities in either the available-for-sale category (recorded at fair value) or the held-to-maturity category (recorded at amortized cost) in the unaudited interim consolidated balance sheets, with $2.8 billion invested in collateralized mortgage obligations issued by Ginnie Mae, Fannie Mae and Freddie Mac. Our investment securities portfolio also included $2.6 billion in mortgage-backed securities issued by Ginnie Mae, Freddie Mac, Fannie Mae, Municipal Housing Authorities and non-agency entities, $55.2 million in debt securities issued by states and political subdivisions, $44.5 million in debt securities issued by government agencies (U.S. International Development Finance Corporation bonds) and $44.4 million in collateralized loan obligations. We continually evaluate our investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability and the level of interest rate risk to which we are exposed. These evaluations may cause us to change the level of funds we deploy into investment securities and change the composition of our investment securities portfolio. Gross unrealized gains in our investment securities portfolio were $2.7 million and $7.1 million as of June 30, 2026 and December 31, 2025, respectively. Gross unrealized losses in our investment securities portfolio were $560.1 million and $521.9 million as of June 30, 2026 and December 31, 2025, respectively. The higher overall unrealized loss position was primarily due to changes in the market value of the securities. 74 Table of Contents For our available-for-sale investment securities, we conduct a regular assessment of our investment securities portfolio to determine whether any securities are impaired. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through the allowance for credit losses is recognized in other comprehensive income. For the three and six months ended June 30, 2026, we did not record any credit losses related to our available-for-sale investment securities portfolio. For our held-to-maturity investment securities, we utilize the Current Expected Credit Loss (“CECL”) approach to estimate lifetime expected credit losses. Substantially all of our held-to-maturity securities are issued by the U.S. government, its agencies and government-sponsored enterprises. These securities have a long history of no credit losses and carry the explicit or implicit guarantee of the U.S. government. Therefore, as of June 30, 2026, we did not record an allowance for credit losses related to our held-to-maturity investment securities portfolio. We are required to hold non-marketable equity securities, comprised of FHLB stock, as a condition of our membership in the FHLB system. Our FHLB stock is accounted for at cost, which equals par or redemption value. As of both June 30, 2026 and December 31, 2025, we held $10.1 million in FHLB stock, which is recorded as a component of other assets in our unaudited interim consolidated balance sheets. See “Note 2. Investment Securities” contained in our unaudited interim consolidated financial statements for more information on our investment securities portfolio. Loans and Leases Table 14 presents the composition of our loan and lease portfolio by major categories as of June 30, 2026 and December 31, 2025: Loans and Leases Table 14 June 30, December 31, (dollars in thousands) 2026 2025 Commercial and industrial $ 2,339,882 $ 2,171,333 Commercial real estate 4,783,130 4,590,326 Construction 731,766 808,275 Residential: Residential mortgage 4,044,207 4,096,300 Home equity line 1,181,396 1,178,527 Total residential 5,225,603 5,274,827 Consumer 1,046,461 1,025,838 Lease financing 450,457 441,930 Total loans and leases $ 14,577,299 $ 14,312,529 Total loans and leases were $14.6 billion as of June 30, 2026, an increase of $264.8 million or 2% from December 31, 2025. The increase in total loans and leases was due to increases in commercial real estate loans, commercial and industrial loans, consumer loans and lease financing, partially offset by decreases in construction loans and residential real estate loans. Commercial and industrial loans are made primarily to corporations, middle market and small businesses for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes. We also offer a variety of automobile dealer flooring lines to our customers in Hawaii and California to assist with the financing of their inventory. Commercial and industrial loans were $2.3 billion as of June 30, 2026, an increase of $168.5 million or 8% from December 31, 2025. This increase was primarily due to increases in our automobile dealer flooring lines and Shared National Credits portfolio during the six months ended June 30, 2026. 75 Table of Contents Commercial real estate loans are secured by first mortgages on commercial real estate at loan to value (“LTV”) ratios generally not exceeding 75% and a minimum debt service coverage ratio of 1.20 to 1. The commercial properties are predominantly apartments, neighborhood and grocery anchored retail, industrial, office, and to a lesser extent, specialized properties such as hotels. The primary source of repayment for investor property and owner occupied property is cash flow from the property and operating cash flow from the business, respectively. Commercial real estate loans were $4.8 billion as of June 30, 2026, an increase of $192.8 million or 4% from December 31, 2025. Construction loans are for the purchase or construction of a property for which repayment will be generated by the property. Loans in this portfolio are primarily for the purchase of land, as well as for the development of commercial properties, single family homes and condominiums. We classify loans as construction until the completion of the construction phase. Following construction, if a loan is retained by the Bank, the loan is reclassified to the commercial real estate or residential real estate classes of loans. Construction loans were $731.8 million as of June 30, 2026, a decrease of $76.5 million or 10% from December 31, 2025. This decrease was primarily due to payoffs and construction loans reclassified to commercial real estate loans during the six months ended June 30, 2026. Residential real estate loans are generally secured by 1-4 unit residential properties and are underwritten using traditional underwriting systems to assess the credit risks and financial capacity and repayment ability of the consumer. Decisions are primarily based on LTV ratios, debt-to-income (“DTI”) ratios, liquidity and credit scores. LTV ratios generally do not exceed 80%, although higher levels are permitted with mortgage insurance. We offer fixed rate mortgage products and variable rate mortgage products including home equity lines of credit. We offer variable rate mortgage products based on SOFR with interest rates that are subject to change every six months after the third, fifth, seventh or tenth year, depending on the product. Variable rate residential mortgage loans are underwritten at fully-indexed interest rates. We generally do not offer interest-only, payment-option facilities, or any product with negative amortization. Residential real estate loans were $5.2 billion as of June 30, 2026, a decrease of $49.2 million or 1% from December 31, 2025. Consumer loans consist primarily of open- and closed-end direct and indirect credit facilities for personal, automobile and household purchases as well as credit card loans. We seek to maintain reasonable levels of risk in consumer lending by following prudent underwriting guidelines, which include an evaluation of personal credit history, cash flow and collateral values based on existing market conditions. Consumer loans were $1.0 billion as of June 30, 2026, an increase of $20.6 million or 2% from December 31, 2025. Lease financing consists of commercial single investor leases and leveraged leases. Underwriting of new lease transactions is based on our lending policy, including but not limited to an analysis of customer cash flows and secondary sources of repayment, including the value of leased equipment, the guarantors’ cash flows and/or other credit enhancements. No new leveraged leases are being added to the portfolio and all remaining leveraged leases are running off. Lease financing was $450.5 million as of June 30, 2026, an increase of $8.5 million or 2% from December 31, 2025. See “Note 3. Loans and Leases” and “Note 4. Allowance for Credit Losses” contained in our unaudited interim consolidated financial statements and the discussion in “Analysis of Financial Condition — Allowance for Credit Losses” of this MD&A for more information on our loan and lease portfolio. The Company’s loan and lease portfolio includes adjustable-rate loans, primarily tied to CME Term SOFR, Prime and SOFR, hybrid-rate loans, for which the initial rate is fixed for a period from one year to as much as ten years, and fixed rate loans, for which the interest rate does not change through the life of the loan or the remaining life of the loan. Table 15 presents the recorded investment in our loan and lease portfolio as of June 30, 2026 by rate type: 76 Table of Contents Loans and Leases by Rate Type Table 15 June 30, 2026 Adjustable Rate CME Hybrid Fixed (dollars in thousands) Prime SOFR Term SOFR Other Total Rate Rate Total Commercial and industrial $ 318,101 $ 596,264 $ 834,195 $ 253,958 $ 2,002,518 $ 22,762 $ 314,602 $ 2,339,882 Commercial real estate 489,301 450,367 2,402,766 1,001,109 4,343,543 141,035 298,552 4,783,130 Construction 37,759 52,659 503,752 21,160 615,330 3,929 112,507 731,766 Residential: Residential mortgage 13,593 130,935 57,928 75,433 277,889 718,495 3,047,823 4,044,207 Home equity line 322 — — — 322 984,662 196,412 1,181,396 Total residential 13,915 130,935 57,928 75,433 278,211 1,703,157 3,244,235 5,225,603 Consumer 337,799 — — 4,262 342,061 1,611 702,789 1,046,461 Lease financing — — — — — — 450,457 450,457 Total loans and leases $ 1,196,875 $ 1,230,225 $ 3,798,641 $ 1,355,922 $ 7,581,663 $ 1,872,494 $ 5,123,142 $ 14,577,299 % by rate type 8 % 9 % 26 % 9 % 52 % 13 % 35 % 100 % Tables 16 and 17 present the geographic distribution of our loan and lease portfolio as of June 30, 2026 and December 31, 2025: Geographic Distribution of Loan and Lease Portfolio Table 16 June 30, 2026 U.S. Guam & Foreign & (dollars in thousands) Hawaii Mainland(1) Saipan Other Total Commercial and industrial $ 1,065,746 $ 1,119,802 $ 140,666 $ 13,668 $ 2,339,882 Commercial real estate 2,635,202 1,759,822 388,106 — 4,783,130 Construction 318,142 389,890 23,734 — 731,766 Residential: Residential mortgage 3,880,831 2,546 160,830 — 4,044,207 Home equity line 1,128,679 — 52,717 — 1,181,396 Total residential 5,009,510 2,546 213,547 — 5,225,603 Consumer 690,103 33,675 319,964 2,719 1,046,461 Lease financing 247,320 184,593 18,544 — 450,457 Total Loans and Leases $ 9,966,023 $ 3,490,328 $ 1,104,561 $ 16,387 $ 14,577,299 Percentage of Total Loans and Leases 68% 24% 7% 1% 100% (1) For secured loans and leases, classification as U.S. Mainland is made based on where the collateral is located. For unsecured loans and leases, classification as U.S. Mainland is made based on the location where the majority of the borrower’s business operations are conducted. Geographic Distribution of Loan and Lease Portfolio Table 17 December 31, 2025 U.S. Guam & Foreign & (dollars in thousands) Hawaii Mainland(1) Saipan Other Total Commercial and industrial $ 979,948 $ 1,031,600 $ 146,817 $ 12,968 $ 2,171,333 Commercial real estate 2,509,943 1,678,871 401,512 — 4,590,326 Construction 359,263 426,842 22,170 — 808,275 Residential: Residential mortgage 3,940,165 2,575 153,560 — 4,096,300 Home equity line 1,129,433 — 49,094 — 1,178,527 Total residential 5,069,598 2,575 202,654 — 5,274,827 Consumer 671,811 35,426 314,681 3,920 1,025,838 Lease financing 246,502 176,946 18,482 — 441,930 Total Loans and Leases $ 9,837,065 $ 3,352,260 $ 1,106,316 $ 16,888 $ 14,312,529 Percentage of Total Loans and Leases 69% 23% 7% 1% 100% (1) For secured loans and leases, classification as U.S. Mainland is made based on where the collateral is located. For unsecured loans and leases, classification as U.S. Mainland is made based on the location where the majority of the borrower’s business operations are conducted. 77 Table of Contents Our lending activities are concentrated primarily in Hawaii. However, we also have lending activities on the U.S. mainland, Guam and Saipan. Our commercial lending activities on the U.S. mainland include automobile dealer flooring activities in California, participation in the Shared National Credits Program and selective commercial real estate projects based on existing customer relationships. Our lease financing portfolio includes commercial leveraged and single investor lease financing activities both in Hawaii and on the U.S. mainland. However, no new leveraged leases are being added to the portfolio and all remaining leveraged leases are running off. Our consumer lending activities are concentrated primarily in Hawaii and, to a smaller extent, in Guam and Saipan. Table 18 presents the contractual maturities of our loan and lease portfolio by major categories and the sensitivities to changes in interest rates as of June 30, 2026: Maturities for Loan and Lease Portfolio(1) Table 18 June 30, 2026 Due in One Due After One Due After Five Due After (dollars in thousands) Year or Less to Five Years to Fifteen Years Fifteen Years Total Commercial and industrial $ 839,823 $ 1,169,309 $ 234,433 $ 96,317 $ 2,339,882 Commercial real estate 1,125,248 2,116,250 1,517,914 23,718 4,783,130 Construction 231,348 375,639 75,337 49,442 731,766 Residential: Residential mortgage 7,769 59,249 375,817 3,601,372 4,044,207 Home equity line 24,612 67,182 78,839 1,010,763 1,181,396 Total residential 32,381 126,431 454,656 4,612,135 5,225,603 Consumer 99,501 688,182 258,778 — 1,046,461 Lease financing 15,518 213,113 115,241 106,585 450,457 Total Loans and Leases $ 2,343,819 $ 4,688,924 $ 2,656,359 $ 4,888,197 $ 14,577,299 Total of loans and leases with: Adjustable interest rates $ 2,148,363 $ 3,576,868 $ 1,604,676 $ 251,756 $ 7,581,663 Hybrid interest rates 59,522 116,014 102,642 1,594,316 1,872,494 Fixed interest rates 135,934 996,042 949,041 3,042,125 5,123,142 Total Loans and Leases $ 2,343,819 $ 4,688,924 $ 2,656,359 $ 4,888,197 $ 14,577,299 (1) Based on contractual maturities, including extension and renewal options that are not unconditionally cancellable by the Company. Credit Quality We perform an internal loan review and grading or scoring procedures on an ongoing basis. The review provides management with periodic information as to the quality of the loan portfolio and effectiveness of our lending policies and procedures. The objective of the loan review and grading or scoring procedures is to identify, in a timely manner, existing or emerging credit quality issues so that appropriate steps can be initiated to avoid or minimize future losses. For purposes of managing credit risk and estimating the ACL, management has identified three portfolio segments (commercial, residential and consumer) that we use to develop our systematic methodology to determine the ACL. The categorization of loans for the evaluation of credit risk is specific to our credit risk evaluation process and these loan categories are not necessarily the same as the loan categories used for other evaluations of our loan portfolio. See “Note 4. Allowance for Credit Losses” contained in our unaudited interim consolidated financial statements for more information about our approach to estimating the ACL. The following tables and discussion address non-performing assets and loans and leases that are 90 days past due but are still accruing interest. 78 Table of Contents Non-Performing Assets and Loans and Leases Past Due 90 Days or More and Still Accruing Interest Table 19 presents information on our non-performing assets and accruing loans and leases past due 90 days or more as of June 30, 2026 and December 31, 2025: Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More Table 19 June 30, December 31, (dollars in thousands) 2026 2025 Non-Performing Assets Non-Accrual Loans and Leases Commercial Loans: Commercial and industrial $ 4,054 $ 8,805 Commercial real estate 2,879 3,007 Construction 1,788 1,788 Lease financing 680 734 Total Commercial Loans 9,401 14,334 Residential Loans: Residential mortgage 18,675 16,423 Home equity line 11,425 10,271 Total Residential Loans 30,100 26,694 Total Non-Accrual Loans and Leases 39,501 41,028 Total Non-Performing Assets $ 39,501 $ 41,028 Accruing Loans and Leases Past Due 90 Days or More Commercial and industrial $ 249 $ 318 Residential mortgage 771 55 Consumer 3,073 2,984 Total Accruing Loans and Leases Past Due 90 Days or More $ 4,093 $ 3,357 Total Loans and Leases $ 14,577,299 $ 14,312,529 Ratio of Non-Accrual Loans and Leases to Total Loans and Leases 0.27 % 0.29 % Ratio of Non-Performing Assets to Total Loans and Leases and OREO 0.27 % 0.29 % Ratio of Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More to Total Loans and Leases and OREO 0.30 % 0.31 % Table 20 presents the activity in Non-Performing Assets (“NPAs”) for the six months ended June 30, 2026 and 2025: Non-Performing Assets Table 20 Six Months Ended June 30, (dollars in thousands) 2026 2025 Balance at beginning of period $ 41,028 $ 20,679 Additions 9,158 13,554 Reductions Payments (6,196) (3,692) Return to accrual status (2,619) (1,554) Charge-offs/write-downs (1,870) (396) Total Reductions (10,685) (5,642) Balance at end of period $ 39,501 $ 28,591 The level of NPAs represents an indicator of the potential for future credit losses. NPAs consist of non-accrual loans and leases and other real estate owned (“OREO”). Changes in the level of non-accrual loans and leases typically represent increases for loans and leases that reach a specified past due status, offset by reductions for loans and leases that are charged-off, paid down, sold, transferred to held for sale classification, transferred to OREO or are no longer classified as non-accrual because they have returned to accrual status as a result of continued performance and an improvement in the borrower’s financial condition and loan repayment capabilities. Total NPAs were $39.5 million as of June 30, 2026, a decrease of $1.5 million or 4% from December 31, 2025. The ratio of our NPAs to total loans and leases and OREO was 0.27% as of June 30, 2026, a decrease of two basis points from December 31, 2025. 79 Table of Contents The largest component of our NPAs is typically residential mortgage loans. The level of these NPAs can remain elevated due to a lengthy judicial foreclosure process in Hawaii. As of June 30, 2026, residential mortgage non-accrual loans were $18.7 million, an increase of $2.3 million or 14% from December 31, 2025. This increase was due to additions in residential mortgage loans totaling $6.3 million, partially offset by returns to accrual status of $2.5 million and payments of $1.5 million. As of June 30, 2026, our residential mortgage non-accrual loans were comprised of 54 loans with a weighted average current LTV ratio of 55%, compared to 59 loans with a weighted average LTV ratio of 52% as of December 31, 2025. As of June 30, 2026, home equity line non-accrual loans were $11.4 million, an increase of $1.2 million or 11% from December 31, 2025. This increase was due to additions in home equity lines totaling $2.4 million, partially offset by payments of $1.1 million and returns to accrual status of $0.1 million. As of June 30, 2026, commercial and industrial non-accrual loans were $4.1 million, a decrease of $4.8 million or 54% from December 31, 2025. This decrease was due to payments of $3.4 million and charge-offs of $1.9 million, partially offset by additions of $0.5 million. As of June 30, 2026, commercial real estate non-accrual loans were $2.9 million, a decrease of $0.1 million or 4% from December 31, 2025, primarily due to payments of $0.1 million. As of June 30, 2026, construction non-accrual loans were $1.8 million, unchanged from December 31, 2025. OREO represents property acquired as the result of borrower defaults on loans. OREO is recorded at fair value, less estimated selling costs, at the time of foreclosure. On an ongoing basis, properties are appraised as required by market conditions and applicable regulations. As of both June 30, 2026 and December 31, 2025, there was no OREO held. Loans and Leases Past Due 90 Days or More and Still Accruing Interest. Loans and leases in this category are 90 days or more past due, as to principal or interest, and are still accruing interest because they are well secured and in the process of collection. Loans and leases past due 90 days or more and still accruing interest were $4.1 million as of June 30, 2026, an increase of $0.7 million or 22% from December 31, 2025. This increase was primarily due to an increase in residential mortgage loans of $0.7 million that were past due 90 days or more and still accruing interest. 80 Table of Contents Allowance for Credit Losses for Loans and Leases & Reserve for Unfunded Commitments Table 21 presents an analysis of our ACL for the periods indicated: Allowance for Credit Losses and Reserve for Unfunded Commitments Table 21 Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 2026 2025 Balance at Beginning of Period $ 204,265 $ 199,959 $ 204,165 $ 193,240 Loans and Leases Charged-Off Commercial Loans: Commercial and industrial (769) (688) (3,394) (2,147) Lease financing — (82) — (82) Total Commercial Loans (769) (770) (3,394) (2,229) Home equity line (23) (16) (23) (30) Consumer (5,490) (4,543) (10,334) (9,568) Total Loans and Leases Charged-Off (6,282) (5,329) (13,751) (11,827) Recoveries on Loans and Leases Previously Charged-Off Commercial Loans: Commercial and industrial 281 196 547 599 Commercial real estate — — — 251 Lease financing — — 3 — Total Commercial Loans 281 196 550 850 Residential Loans: Residential mortgage 16 109 29 129 Home equity line 28 32 67 96 Total Residential Loans 44 141 96 225 Consumer 1,820 1,705 4,068 3,684 Total Recoveries on Loans and Leases Previously Charged-Off 2,145 2,042 4,714 4,759 Net Loans and Leases Charged-Off (4,137) (3,287) (9,037) (7,068) Provision for Credit Losses 5,600 4,500 10,600 15,000 Balance at End of Period $ 205,728 $ 201,172 $ 205,728 $ 201,172 Components: Allowance for Credit Losses $ 168,056 $ 167,825 $ 168,056 $ 167,825 Reserve for Unfunded Commitments 37,672 33,347 37,672 33,347 Total Allowance for Credit Losses and Reserve for Unfunded Commitments $ 205,728 $ 201,172 $ 205,728 $ 201,172 Average Loans and Leases Outstanding $ 14,488,213 $ 14,288,918 $ 14,389,365 $ 14,299,400 Ratio of Net Loans and Leases Charged-Off to Average Loans and Leases Outstanding(1) 0.11 % 0.09 % 0.13 % 0.10 % Ratio of Allowance for Credit Losses for Loans and Leases to Loans and Leases Outstanding 1.15 % 1.17 % 1.15 % 1.17 % Ratio of Allowance for Credit Losses for Loans and Leases to Non-accrual Loans and Leases 4.25x 5.87x 4.25x 5.87x (1) Annualized for the three and six months ended June 30, 2026 and 2025. 81 Table of Contents Tables 22 and 23 present the allocation of the ACL by loan and lease category, in both dollars and as a percentage of total loans and leases outstanding as of June 30, 2026 and December 31, 2025: Allocation of the Allowance for Credit Losses by Loan and Lease Category Table 22 June 30, 2026 Allocated Loan ACL as category as % of loan or % of total lease loans and (dollars in thousands) Amount category leases Commercial and industrial $ 18,788 0.80 % 16.05 % Commercial real estate 38,949 0.81 32.81 Construction 7,950 1.09 5.02 Lease financing 2,464 0.55 3.09 Total commercial 68,151 0.82 56.97 Residential mortgage 36,446 0.90 27.74 Home equity line 15,302 1.30 8.11 Total residential 51,748 0.99 35.85 Consumer 48,157 4.60 7.18 Total $ 168,056 1.15 % 100.00 % Allocation of the Allowance for Credit Losses by Loan and Lease Category Table 23 December 31, 2025 Allocated Loan ACL as category as % of loan or % of total lease loans and (dollars in thousands) Amount category leases Commercial and industrial $ 20,833 0.96 % 15.17 % Commercial real estate 38,757 0.84 32.07 Construction 7,605 0.94 5.65 Lease financing 2,778 0.63 3.09 Total commercial 69,973 0.87 55.98 Residential mortgage 36,384 0.89 28.62 Home equity line 15,192 1.29 8.23 Total residential 51,576 0.98 36.85 Consumer 46,919 4.57 7.17 Total $ 168,468 1.18 % 100.00 % Table 24 presents the net charge-offs (recoveries) to average loans and leases by category during the three and six months ended June 30, 2026 and 2025: Net Charge-Offs (Recoveries) to Average Loans and Leases By Category(1) Table 24 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Commercial and industrial 0.09 % 0.09 % 0.26 % 0.14 % Commercial real estate — — — (0.01) Construction — — — — Lease financing — 0.08 — 0.04 Total commercial 0.02 0.03 0.07 0.03 Residential mortgage — (0.01) — (0.01) Home equity line — (0.01) (0.01) (0.01) Total residential — (0.01) — (0.01) Consumer 1.41 1.12 1.22 1.17 Total loans and leases 0.11 % 0.09 % 0.13 % 0.10 % (1) Annualized for the three and six months ended June 30, 2026 and 2025. 82 Table of Contents As of June 30, 2026, the ACL was $168.1 million or 1.15% of total loans and leases outstanding, compared with an ACL of $168.5 million or 1.18% of total loans and leases outstanding as of December 31, 2025. The reserve for unfunded commitments was $37.7 million as of June 30, 2026, compared to $35.7 million as of December 31, 2025. Net charge-offs of loans and leases were $4.1 million or 0.11% of total average loans and leases, on an annualized basis, for the three months ended June 30, 2026, compared to net charge-offs of $3.3 million or 0.09% for the three months ended June 30, 2025. Net charge-offs in our commercial lending portfolio were $0.5 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively. Net recoveries in our residential lending portfolio were nil and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. Net charge-offs in our consumer lending portfolio were $3.7 million and $2.8 million for the three months ended June 30, 2026 and 2025, respectively. Net charge-offs in our consumer portfolio segment include those related to credit cards, automobile loans, installment loans and small business lines of credit and reflect the inherent risk associated with these loans. Net charge-offs of loans and leases were $9.0 million or 0.13% of total average loans and leases on an annualized basis, for the six months ended June 30, 2026, compared to $7.1 million or 0.10% of total average loans and leases, on an annualized basis, for the six months ended June 30, 2025. Net charge-offs in our commercial lending portfolio were $2.8 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively. Net recoveries in our residential lending portfolio were $0.1 million and $0.2 million for the six months ended June 30, 2026 and 2025, respectively. Net charge-offs in our consumer lending portfolio were $6.3 million and $5.9 million for the six months ended June 30, 2026 and 2025, respectively. Net charge-offs in our consumer portfolio segment include those related to credit cards, automobile loans, installment loans and small business lines of credit and reflect the inherent risk associated with these loans. Although we determine the amount of each component of the ACL separately, the ACL as a whole was considered appropriate by management as of June 30, 2026 and December 31, 2025. Furthermore, as of June 30, 2026, the ACL was considered adequate based on our ongoing analysis of estimated expected credit losses, credit risk profiles, current economic outlook, coverage ratios and other relevant factors. The ACL anticipates cyclical losses consistent with a recession and includes a qualitative overlay for potential macroeconomic impacts. We will continue to monitor factors that drive expected credit losses including the uncertainty of the economy, inflation and geopolitical instability. See “Note 4. Allowance for Credit Losses” contained in our unaudited interim consolidated financial statements for more information on the ACL. Goodwill Goodwill was $995.5 million as of both June 30, 2026 and December 31, 2025. Our goodwill originated from the acquisition of the Company by BNP Paribas in December of 2001. Goodwill generated in that acquisition was recorded on the balance sheet of the Bank as a result of push down accounting treatment, and remains on our unaudited interim consolidated balance sheets. The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Impairment is the condition that exists when the carrying amount of a reporting unit exceeds its fair value. There was no impairment in our goodwill for the three and six months ended June 30, 2026. Future events, including geopolitical concerns, inflation concerns, global supply chain issues, and other factors affecting the economy, that could cause a significant decline in our expected future cash flows or a significant adverse change in our business or the business climate may necessitate taking charges in future reporting periods related to the impairment of our goodwill. 83 Table of Contents Other Assets Other assets were $816.3 million as of June 30, 2026, a decrease of $12.0 million or 1% from December 31, 2025. The decrease in other assets was primarily due to decreases of $10.9 million in suspense and clearing accounts, $10.3 million in current tax receivables and deferred tax assets, $4.5 million in low-income housing tax credit (“LIHTC”) investments and $2.7 million in vendor advances. This was partially offset by an increase of $20.7 million in prepaid assets. Deposits Deposits are the primary funding source for the Bank and are acquired from a broad base of local markets, including both individual and corporate customers. We obtain funds from depositors by offering a range of deposit types, including demand, savings, money market and time. Table 25 presents the composition of our deposits as of June 30, 2026 and December 31, 2025: Deposits Table 25 June 30, December 31, (dollars in thousands) 2026 2025 U.S.: Demand $ 5,642,865 $ 5,794,973 Savings 5,553,264 5,721,098 Money Market 3,795,384 3,832,783 Time 2,837,654 2,948,536 Foreign(1): Demand 804,924 752,319 Savings 579,482 587,775 Money Market 488,598 456,587 Time 452,010 421,597 Total Deposits(2) $ 20,154,181 $ 20,515,668 (1) Foreign deposits were comprised of Guam and Saipan deposit accounts. (2) Public deposits were $616.3 million as of June 30, 2026, a decrease of $223.2 million or 27% compared to December 31, 2025. Total deposits were $20.2 billion as of June 30, 2026, a decrease of $361.5 million from December 31, 2025. The decrease in deposit balances stemmed primarily from a $124.3 million decrease in public time deposit balances, a $114.7 million decrease in public savings deposit balances and a $105.9 million decrease in non-public demand deposit balances. As of June 30, 2026 and December 31, 2025, the amount of deposits that exceeded FDIC insurance limits were estimated to be $9.8 billion, or 48% of total deposits, and $10.1 billion, or 49% of total deposits, respectively. At June 30, 2026 and December 31, 2025, the Company had $616.3 million and $839.5 million, respectively, of public deposits, all of which were fully collateralized with investment securities. As of June 30, 2026 and December 31, 2025, the amount of deposits excluding public deposits that exceeded FDIC insurance limits were estimated to be $9.2 billion, or 45% of total deposits, and $9.3 billion, or 45% of total deposits, respectively. As of June 30, 2026 and December 31, 2025, deposit accounts above $250,000 were $11.5 billion and $11.9 billion, respectively. As of June 30, 2026 and December 31, 2025, deposit balances over $250,000 in corporate operating accounts were $2.0 billion and $2.1 billion, respectively. 84 Table of Contents Table 26 presents the estimated amount of time deposits that were in excess of the FDIC insurance limit, further segregated by time remaining until maturity, as of June 30, 2026: Uninsured Time Deposits Table 26 (dollars in thousands) June 30, 2026 Three months or less $ 556,661 Over three through six months 388,481 Over six through twelve months 227,657 Over twelve months 13,556 Total(1) $ 1,186,355 (1) Includes $9.0 million in public time deposits that are fully collateralized with investment securities. Pension and Postretirement Plan Obligations We have a noncontributory qualified defined benefit pension plan, an unfunded supplemental executive retirement plan (“SERP”), a directors’ retirement plan (a non-qualified pension plan for eligible directors) and a postretirement benefit plan providing life insurance and healthcare benefits that we offer to our directors and employees, as applicable. The noncontributory qualified defined benefit pension plan, the unfunded supplemental executive retirement plan and the directors’ retirement plan are all frozen to new participants. On March 11, 2019, the Company’s board of directors approved an amendment to the SERP to freeze the SERP. As a result of such amendment, effective July 1, 2019, there are no new accruals of benefits, including service accruals. To calculate annual pension costs, we use the following key variables: (1) size of the employee population, length of service and estimated compensation increases; (2) actuarial assumptions and estimates; (3) expected long-term rate of return on plan assets; and (4) discount rate. Pension and postretirement benefit plan obligations, net of pension plan assets, were $85.7 million as of June 30, 2026, a decrease of $1.3 million or 2% from December 31, 2025. This decrease was due to payments of $4.0 million, partially offset by net periodic benefit costs for the six months ended June 30, 2026 of $2.7 million. See “Note 14. Noninterest Income and Noninterest Expense” contained in our unaudited interim consolidated financial statements for more information on our pension and postretirement benefit plans. Capital The bank regulators currently use a combination of risk-based ratios and a leverage ratio to evaluate capital adequacy. The Company and the Bank are subject to the federal bank regulators’ final rules implementing Basel III and various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Capital Rules”). The Capital Rules, among other things impose a capital measure called CET1, to which most deductions/adjustments to regulatory capital must be made. In addition, the Capital Rules specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain specified requirements. Under the Capital Rules, the minimum capital ratios are as follows: ● 4.5% CET1 capital to risk-weighted assets, ● 6.0% Tier 1 capital (that is, CET1 capital plus Additional Tier 1 capital) to risk-weighted assets, ● 8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets, and ● 4.0% Tier 1 capital to average quarterly assets. The Capital Rules also require a 2.5% capital conservation buffer designed to absorb losses during periods of economic stress. The capital conservation buffer is composed entirely of CET1, on top of these minimum risk weighted asset ratios, effectively resulting in minimum ratios of (i) 7% CET1 to risk-weighted assets, (ii) 8.5% Tier 1 capital to risk-weighted assets, and (iii) 10.5% total capital to risk-weighted assets. 85 Table of Contents As of June 30, 2026, the Company’s capital levels remained characterized as “well-capitalized” under the Capital Rules. The Company’s regulatory capital ratios, calculated in accordance with the Capital Rules, are presented in Table 27 below. There have been no conditions or events since June 30, 2026 that management believes have changed either the Company’s or the Bank’s capital classifications. CET1 was 13.27% as of June 30, 2026, an increase of 10 basis points from December 31, 2025. The increase in CET1 was primarily due to earnings for the six months ended June 30, 2026, partially offset by dividends declared and paid to the Company’s stockholders, common stock repurchased and an increase in risk-weighted assets. FHI's Regulatory Capital Table 27 June 30, December 31, (dollars in thousands) 2026 2025 Stockholders' Equity $ 2,826,028 $ 2,769,365 Less: Goodwill 995,492 995,492 Accumulated other comprehensive loss, net (359,793) (368,140) Tax credit carryforward 1,055 — Common Equity Tier 1 Capital and Tier 1 Capital $ 2,189,274 $ 2,142,013 Add: Qualifying allowance for credit losses and reserve for unfunded commitments 205,728 203,256 Total Capital $ 2,395,002 $ 2,345,269 Risk-Weighted Assets $ 16,495,964 $ 16,259,605 FHI's Key Regulatory Capital Ratios Common Equity Tier 1 Capital Ratio 13.27 % 13.17 % Tier 1 Capital Ratio 13.27 % 13.17 % Total Capital Ratio 14.52 % 14.42 % Tier 1 Leverage Ratio 9.46 % 9.27 % Total stockholders’ equity was $2.8 billion as of June 30, 2026, an increase of $56.7 million or 2% from December 31, 2025. The increase in stockholders’ equity was primarily due to earnings for the six months ended June 30, 2026 of $141.2 million and other comprehensive income, net of tax, of $8.3 million, primarily due to changes in our investment securities portfolio. This was partially offset by dividends declared and paid to the Company’s stockholders of $63.5 million and common stock repurchased of $32.0 million. In January 2026, the Company announced a stock repurchase program for up to $250.0 million of its outstanding common stock during 2026. Under this plan, the Company repurchased 1,307,738 shares at a total cost of $32.0 million during the six months ended June 30, 2026. The timing and exact amount of stock repurchases, if any, will be subject to management’s discretion and various factors, including the Company’s capital position and financial performance, as well as market conditions. The stock repurchase program may be suspended, terminated or modified at any time for any reason. In July 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.26 per share on our outstanding shares. The dividend is to be paid on August 28, 2026 to shareholders of record at the close of business on August 17, 2026. Future Application of Accounting Pronouncements For a discussion of the expected impact of accounting pronouncements recently issued but not adopted by us as of June 30, 2026, see “Note 1. Organization and Basis of Presentation — Recent Accounting Pronouncements” to the unaudited interim consolidated financial statements for more information. Risk Governance and Quantitative and Qualitative Disclosures About Market Risk Managing risk is an essential part of successfully operating our business. Management believes that the most prominent risk exposures for the Company are credit risk, market risk, liquidity risk management, capital management and operational risk. See “Analysis of Financial Condition — Liquidity and Capital Resources” and “— Capital” sections of this MD&A for further discussions of liquidity risk management and capital management, respectively. 86 Table of Contents Credit Risk Credit risk is the risk that borrowers or counterparties will be unable or unwilling to repay their obligations in accordance with the underlying contractual terms. We manage and control credit risk in the loan and lease portfolio by adhering to well-defined underwriting criteria and account administration standards established by management. Written credit policies document underwriting standards, approval levels, exposure limits and other limits or standards deemed necessary and prudent. Portfolio diversification at the obligor, industry, product, and/or geographic location levels is actively managed to mitigate concentration risk. In addition, credit risk management includes an independent credit review process that assesses compliance with commercial, real estate and consumer credit policies, risk ratings and other critical credit information. In addition to implementing risk management practices that are based upon established and sound lending practices, we adhere to sound credit principles. We understand and evaluate our customers’ borrowing needs and capacity to repay, in conjunction with their character and history. Management has identified three categories of loans that we use to develop our systematic methodology to determine the ACL: commercial, residential and consumer. Commercial lending is further categorized into four distinct classes based on characteristics relating to the borrower, transaction and collateral. These classes are: commercial and industrial, commercial real estate, construction and lease financing. Commercial and industrial loans are primarily for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes by medium to larger Hawaii based corporations, as well as U.S. mainland and international companies. Commercial and industrial loans are typically secured by non-real estate assets whereby the collateral is trading assets, enterprise value or inventory. As with many of our customers, our commercial and industrial loan customers are heavily dependent on tourism, government expenditures and real estate values. Commercial real estate loans are secured by real estate, including but not limited to structures and facilities to support activities designated as retail, health care, general office space, warehouse and industrial space. Our Bank’s underwriting policy generally requires that net cash flows from the property be sufficient to service the debt while still maintaining an appropriate amount of reserves. Commercial real estate loans in Hawaii are characterized by having a limited supply of real estate at commercially attractive locations, long delivery time frames for development and high interest rate sensitivity. Our construction lending portfolio consists primarily of land loans, single family and condominium development loans. Financing of construction loans is subject to a high degree of credit risk given the long delivery time frames for such projects. Construction lending activities are underwritten on a project financing basis whereby the cash flows or lease rents from the underlying real estate collateral or the sale of the finished inventory is the primary source of repayment. Market feasibility analysis is typically performed by assessing market comparables, market conditions and demand in the specific lending area and general community. We require presales of finished inventory or preleasing requirements prior to loan funding. However, because this analysis is typically performed on a forward looking basis, real estate construction projects typically present a higher risk profile in our lending activities. Lease financing activities include commercial single investor leases and leveraged leases used to purchase items ranging from computer equipment to transportation equipment. Underwriting of new leasing arrangements typically includes analyzing customer cash flows, evaluating secondary sources of repayment, such as the value of the leased asset, the guarantors’ net cash flows as well as other credit enhancements provided by the lessee. Residential lending is further categorized into the following classes: residential mortgages (loans secured by 1-4 family residential properties and home equity loans) and home equity lines of credit. Our Bank’s underwriting standards typically require LTV ratios of not more than 80%, although higher levels are permitted with accompanying mortgage insurance. First mortgage loans secured by residential properties generally carry a moderate level of credit risk, with an average loan size of approximately $391,000 at June 30, 2026. Residential mortgage loan production is added to our loan portfolio or is sold in the secondary market, based on management’s evaluation of our liquidity, capital and loan portfolio mix as well as market conditions. Changes in interest rates, the economic environment and other market factors have impacted, and will likely continue to impact, the marketability and value of collateral and the financial condition of our borrowers which impacts the level of credit risk inherent in this portfolio, although we remain in a supply constrained housing environment in Hawaii. Geographic concentrations exist for this portfolio as nearly all residential mortgage loans and home equity lines of credit are for residences located in Hawaii, Guam or Saipan. These island locales are susceptible to a wide array of potential natural disasters including, but not limited to, hurricanes, floods, tsunamis and earthquakes. We offer home equity lines of credit with variable rates; fixed rate lock options may be available post-closing. The qualifying debt payments for all lines are underwritten at 0.95% of the credit line amount. Our procedures for underwriting home equity lines of credit include an assessment of an applicant’s overall financial capacity and repayment ability. Decisions are primarily based on repayment ability via debt-to-income ratios, LTV ratios and an evaluation of credit history. 87 Table of Contents Consumer lending is further categorized into the following classes of loans: credit cards, automobile loans and other consumer-related installment loans. Consumer loans are either unsecured or secured by the borrower’s personal assets. The average loan size is generally small, and risk is diversified among many borrowers. We offer a wide array of credit cards for business and personal use. In general, our customers are attracted to our credit card offerings on the basis of price, credit limit, reward programs and other product features. Credit card underwriting decisions are generally based on repayment ability of our borrower via DTI ratios, credit bureau information, including payment history, debt burden and credit scores, such as FICO, and analysis of financial capacity. Automobile lending activities include loans and leases secured by new or used automobiles. We originate the majority of our automobile loans and leases on an indirect basis through selected dealerships. Our procedures for underwriting automobile loans include an assessment of an applicant’s overall financial capacity and repayment ability, credit history and the ability to meet existing obligations and payments on the proposed loan or lease. Although an applicant’s creditworthiness is the primary consideration, the underwriting process also includes a comparison of the value of the collateral security to the proposed loan amount. We require borrowers to maintain full coverage automobile insurance on automobile loans and leases, with the Bank listed as either the loss payee or additional insured. Installment loans consist of open and closed end facilities for personal and household purchases. We seek to maintain reasonable levels of risk in installment lending by following prudent underwriting guidelines which include an evaluation of personal credit history and cash flow. Market Risk Market risk is the potential of loss arising from changes in interest rates, foreign exchange rates, equity prices and commodity prices, including the correlation among these factors and their volatility. When the value of an instrument is tied to such external factors, the holder faces market risk. We are exposed to market risk primarily from interest rate risk, which is defined as the risk of loss of net interest income or net interest margin because of changes in interest rates. The potential cash flows, sales or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. In the banking industry, changes in interest rates can significantly impact earnings and the safety and soundness of an entity. Interest rate risk arises primarily from our core business activities of extending loans and accepting deposits. This occurs when our interest earning loans and interest-bearing deposits mature or reprice at different times, on a different basis or in unequal amounts. Interest rates may also affect loan demand, credit losses, mortgage origination volume, pre- payment speeds and other items affecting earnings. Many factors affect our exposure to changes in interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships and repricing characteristics of financial instruments. Our earnings are affected not only by general economic conditions, but also by the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve. The monetary policies of the Federal Reserve can influence the overall growth of loans, investment securities and deposits and the level of interest rates earned on assets and paid for liabilities. Market Risk Measurement We primarily use net interest income simulation analysis to measure and analyze interest rate risk. We run various hypothetical interest rate scenarios and compare these results against a measured base case scenario. Our net interest income simulation analysis incorporates various assumptions, which we believe are reasonable but which may have a significant impact on results. These assumptions include: (1) the timing of changes in interest rates, (2) shifts or rotations in the yield curve, (3) re-pricing characteristics for market rate sensitive instruments on and off-balance sheet, (4) differing sensitivities of financial instruments due to differing underlying rate indices and (5) varying loan prepayment speeds for different interest rate scenarios. Because of limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on our results but rather as a means to better plan and execute appropriate asset liability management strategies to manage our interest rate risk. 88 Table of Contents Table 28 presents, for the 12 months subsequent to June 30, 2026 and December 31, 2025, an estimate of the changes in net interest income that would result from ramps (gradual changes) and shocks (immediate changes) in market interest rates, moving in a parallel fashion over the entire yield curve, relative to the measured base case scenario. Ramp scenarios assume interest rates move gradually in parallel across the yield curve relative to the base case scenario. Shock scenarios assume an immediate and sustained parallel shift in interest rates across the entire yield curve, relative to the base case scenario. The base case scenario assumes that the balance sheet and interest rates are generally unchanged. We evaluate the sensitivity by using a static forecast, where the balance sheets as of June 30, 2026 and December 31, 2025 are held constant. Net Interest Income Sensitivity Profile - Estimated Percentage Change Over 12 Months Table 28 Static Forecast Static Forecast June 30, 2026 December 31, 2025 Gradual Change in Interest Rates (basis points) +200 3.6 % 3.5 % +100 1.8 1.8 +50 0.9 0.9 (50) (0.9) (0.9) (100) (1.8) (1.8) Immediate Change in Interest Rates (basis points) +200 6.6 % 6.3 % +100 3.3 3.2 +50 1.6 1.6 (50) (1.7) (1.6) (100) (3.0) (3.2) The table above shows the effects of a simulation which estimates the effect of a gradual and immediate sustained parallel shift in the yield curve of −100, −50, +50, +100 and +200 basis points in market interest rates over a 12-month period on our net interest income. Currently, our interest rate profile, assuming a constant balance sheet, is such that we project net interest income will benefit from higher interest rates as our assets would reprice faster and to a greater degree than our liabilities, while in the case of lower interest rates, our assets would reprice downward and to a greater degree than our liabilities. Other factors such as changes in balance sheet composition or deposit rate behavior could result in a change in repricing sensitivity. Under the static balance sheet forecast as of June 30, 2026, our net interest income sensitivity profile is relatively unchanged in higher and lower interest rate scenarios compared to similar forecasts as of December 31, 2025. The sensitivity outcomes described above is primarily due to the impact of holding a similar repricing mix as of June 30, 2026 as compared with December 31, 2025. The comparisons above provide insight into the potential effects of changes in interest rates on net interest income. The Company believes that its approach to interest rate risk has appropriately considered its susceptibility to both rising and falling rates and has adopted strategies which minimize the impact of such risks. We also have longer term interest rate risk exposures which may not be appropriately measured by net interest income simulation analysis. We use market value of equity (“MVE”) sensitivity analysis to study the impact of long-term cash flows on earnings and capital. MVE involves discounting present values of all cash flows of on-balance sheet and off-balance sheet items under different interest rate scenarios. The discounted present value of all cash flows represents our MVE. MVE analysis requires modifying the expected cash flows in each interest rate scenario, which will impact the discounted present value. The amount of base case measurement and its sensitivity to shifts in the yield curve allow management to measure longer term repricing option risk in the balance sheet. 89 Table of Contents Limitations of Market Risk Measures The results of our simulation analyses are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. For example, if the timing and magnitude of interest rate changes differ from those projected, our net interest income might vary significantly. Non parallel yield curve shifts such as a flattening or steepening of the yield curve or changes in interest rate spreads would also cause our net interest income to be different from that depicted. An increasing interest rate environment could reduce projected net interest income if deposits and other short-term liabilities re-price faster than expected or faster than our assets re-price. Actual results could differ from those projected if we grow assets and liabilities faster or slower than estimated if we experience a net outflow of deposits or if our mix of assets and liabilities otherwise changes. For example, while we maintain relatively high levels of liquidity, a faster than expected withdrawal of deposits out of the bank may cause us to seek higher cost sources of funding. Actual results could also differ from those projected if we experience substantially different prepayment speeds in our loan portfolio than those assumed in the simulation analyses. Finally, these simulation results do not consider all the actions that we may undertake in response to potential or actual changes in interest rates, such as changes to our loan, investment, deposit, funding or hedging strategies. Market Risk Governance We seek to achieve consistent growth in net interest income and capital while managing volatility arising from changes in market interest rates. The objective of our interest rate risk management process is to increase net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity. To manage the impact on net interest income, we manage our exposure to changes in interest rates through our asset and liability management activities within guidelines established by our ALCO and approved by our board of directors. The ALCO has the responsibility for approving and ensuring compliance with the ALCO management policies, including interest rate risk exposures. The objective of our interest rate risk management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity. Through review and oversight by the ALCO, we attempt to engage in strategies that neutralize interest rate risk as much as possible. Our use of derivative financial instruments, as detailed in “Note 10. Derivative Financial Instruments” to the unaudited interim consolidated financial statements, has generally been limited. This is due to natural on balance sheet hedges arising out of offsetting interest rate exposures from loans and investment securities with deposits and other interest-bearing liabilities. In particular, the investment securities portfolio is utilized to manage the interest rate exposure and sensitivity to within the guidelines and limits established by the ALCO. We utilize natural and offsetting economic hedges in an effort to reduce the need to employ off-balance sheet derivative financial instruments to hedge interest rate risk exposures. Expected movements in interest rates are also considered in managing interest rate risk. Thus, as interest rates change, we may use different techniques to manage interest rate risk. Management uses the results of its various simulation analyses to formulate strategies to achieve a desired risk profile within the parameters of our capital and liquidity guidelines. Operational Risk Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (such as natural disasters), or compliance, reputational or legal matters, including the risk of loss resulting from fraud, litigation and breaches in data security. Operational risk is inherent in all of our business ventures and the management of that risk is important to the achievement of our objectives. We have a framework in place that includes the reporting and assessment of any operational risk events, and the assessment of our mitigating strategies within our key business lines. This framework is implemented through our policies, processes and reporting requirements. We measure and report operational risk using the seven operational risk event types projected by the Basel Committee on Banking Supervision in Basel II: (1) external fraud; (2) internal fraud; (3) employment practices and workplace safety; (4) clients, products and business practices; (5) damage to physical assets; (6) business disruption and system failures; and (7) execution, delivery and process management. Our operational risk review process is also a core part of our assessment of material new products or activities. 90 Table of Contents
See “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Governance and Quantitative and Qualitative Disclosures About Market Risk.”
See “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Governance and Quantitative and Qualitative Disclosures About Market Risk.”
Read original filing text → The Company operates in a highly regulated environment. From time to time, the Company is party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material…
The Company operates in a highly regulated environment. From time to time, the Company is party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels. ITEM 1A. RISK FACTORS
Read original filing text → Risks Related to the Pending Mergers and First Hawaiian Following Completion of the Mergers First Hawaiian and TriCo have incurred and are expected to incur substantial costs related to the mergers. First Hawaiian and TriCo have incurred and expect to incur a number of signi…
Risks Related to the Pending Mergers and First Hawaiian Following Completion of the Mergers First Hawaiian and TriCo have incurred and are expected to incur substantial costs related to the mergers. First Hawaiian and TriCo 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 First Hawaiian or TriCo regardless of whether or not the mergers are completed. 91 Table of Contents Combining 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. First Hawaiian may be unable to retain legacy First Hawaiian or TriCo personnel successfully after the completion of the mergers. The success of the mergers will depend in part on First Hawaiian’s ability to retain the talent and dedication of key employees currently employed by First Hawaiian and TriCo. 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 First Hawaiian and TriCo are unable to retain key employees, including management, who are critical to the successful integration and future operations of First Hawaiian following the mergers, First Hawaiian and TriCo 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, First Hawaiian’s business activities following the mergers may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause First Hawaiian’s business following the mergers to suffer. First Hawaiian and TriCo also may not be able to locate or retain suitable replacements for key employees. 92 Table of Contents 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 First Hawaiian 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 party’s 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 First Hawaiian’s 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 First Hawaiian 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 First Hawaiian nor TriCo, 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 First Hawaiian stockholders or TriCo shareholders 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 First Hawaiian stockholders of the First Hawaiian share issuance proposal and the approval by TriCo shareholders of the TriCo merger 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 First Hawaiian stockholder approval and TriCo shareholder approval, or First Hawaiian or TriCo may elect to terminate the merger agreement in certain other circumstances. 93 Table of Contents Failure 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. First Hawaiian and TriCo 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 First Hawaiian and TriCo. These uncertainties may impair First Hawaiian’s or TriCo’s 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 First Hawaiian or TriCo to seek alternative relationships with third parties, seek to alter their business relationships with First Hawaiian or TriCo or fail to extend existing relationships with First Hawaiian or TriCo. In addition, subject to certain exceptions, First Hawaiian and TriCo 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 First Hawaiian and/or TriCo from pursuing attractive business opportunities that may arise prior to the completion of the mergers. The merger agreement limits First Hawaiian’s ability to pursue alternatives to the mergers and may discourage other companies from trying to acquire First Hawaiian. The merger agreement contains “no shop” covenants that restrict each of First Hawaiian’s and TriCo’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 First Hawaiian or TriCo from considering or making that acquisition proposal. The fixed exchange ratio and the issuance of a substantial number of shares of First Hawaiian common stock will dilute existing First Hawaiian stockholders and may adversely affect the market price of First Hawaiian common stock. The fixed exchange ratio and the issuance of a substantial number of shares of First Hawaiian common stock will dilute existing First Hawaiian stockholders and may adversely affect the market price of First Hawaiian common stock. Under the merger agreement, each eligible share of TriCo common stock will be converted into 2.095 shares of First Hawaiian common stock. Because the exchange ratio is fixed, the number of shares of First Hawaiian common stock to be issued in the merger will not be adjusted for changes in the market price of First Hawaiian common stock or TriCo common stock. Changes in the relative market prices or business performance of First Hawaiian and TriCo before the effective time could therefore make the economic terms of the mergers less favorable to First Hawaiian and its existing stockholders than they were on the date the merger agreement was signed. Upon completion of the mergers, existing First Hawaiian stockholders and former TriCo shareholders are expected to own approximately 65% and 35%, respectively, of the outstanding shares of First Hawaiian common stock. The actual ownership percentages will depend on the number of shares of First Hawaiian common stock and TriCo common stock outstanding and the number and treatment of applicable TriCo equity awards at the effective time. The issuance of the merger consideration will dilute the relative voting and economic interests of existing First Hawaiian stockholders and may result in fluctuations in, or a decrease in, the market price of First Hawaiian common stock. 94 Table of Contents The 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.
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