FIRST HAWAIIAN, INC.
For the period ended Apr 22, 2026. Filed Mar 12, 2026.
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Apr 22, 2026 · Filed Mar 12, 2026
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under§240.14a-12
FIRST HAWAIIAN, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
COMPANY PROFILE
First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company, incorporated in the State of Delaware and headquartered in Honolulu, Hawaii. Its wholly owned bank subsidiary, First Hawaiian Bank (www.fhb.com), founded in 1858, is Hawaii’s oldest financial institution. As of December 31, 2025, FHB was the largest bank in Hawaii in terms of loans and leases and net income. The Bank has branches located throughout the State of Hawaii, Guam and Saipan, and offers a comprehensive suite of banking services to consumer and commercial customers including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing services.
2025 AT-A-GLANCE
| | $276.3M | | | | $14.3B | | | | 56.43% | | | | $100M | |
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| | Net income up 20% | | | | Loans and leases, down 1% | | | | Efficiency ratio; maintained expense discipline | | | | Common stock repurchased in 2025 | |
| | $2.20 | | | | $24.0B | | | | 0.29% | | | | 0.11% | |
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| | Diluted earnings per share | | | | Total assets at December 31, 2025 | | | | Ratio of non-accrual loans and leases to total loans and leases | | | | Net charge-offs to average total loans and leases | |
| | $20.5B | | | | 3.15% | | | | 10.26% / 16.27%* | | | | Approximately 2,000 | |
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| | Strong core deposit franchise | | | | Net interest margin, up 20 basis points | | | | Return on average total stockholders’ equity / return on average tangible stockholders’ equity | | | | Employees | |
Represents a non-GAAP measure. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”in our Annual Report on Form 10-K for the year ended December 31, 2025 for an explanation and reconciliation.
OUR PILLARS OF SUSTAINABILITY
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| | Promoting healthy profitability through Values-Based Governance | | | Protecting the Company and its stakeholders through Responsible Risk Management | | | Growing our capacity by Investing in Company Culture and our Employees | | | Accepting our responsibility as an organization for Improving our Environmental Impact | | | Increasing the potential of our communities by investing in programs that Maximize Social Impact | |
CEO’S MESSAGE
TO OUR STOCKHOLDERS:
We cordially invite you to attend our 2026 Annual Meeting of Stockholders. The meeting will be held via live webcast on Wednesday, April 22, 2026 at 8:00 a.m. Hawaiian Standard Time. You will be able to participate in the 2026 Annual Meeting online athttps://edge.media-server.com/mmc/p/zi7fkhi9 and may submit questions and vote your shares electronically. The attached Notice of our 2026 Annual Meeting of Stockholders and proxy statement provide details on how to join the meeting and the business we plan to conduct.
Community Service and Financial Performance
At First Hawaiian Bank, our purpose has always been rooted in serving our customers, supporting our communities and delivering long-term value to our stockholders. In 2025, we advanced each of these priorities, achieving strong financial performance while deepening our impact across Hawai‘i, Guam and Saipan.
We delivered another year of strong profitability, with net interest income growing from $622.7 million in 2024 to $663.7 million in 2025, and net income increasing from $230.1 million in 2024 to $276.3 million in 2025. Stockholders’ equity increased from $2.62 billion at December 31, 2024 to $2.77 billion at December 31, 2025, reflecting disciplined capital management and continued balance sheet strength. We continued to provide excellent returns to stockholders, as we maintained a strong and consistent dividend of $0.26 per quarter in 2025 and made $100 million in stock repurchases during the year. In January 2026, our Board of Directors authorized a $250 million stock repurchase program, further demonstrating our commitment to returning capital to stockholders while preserving flexibility to support future growth.
Culture of Caring
Our financial performance enabled us to reinvest meaningfully in the communities we serve. We recently contributed $2.5 million to the First Hawaiian Bank Foundation, which in turn donated $5.6 million to 350 charitable organizations during the year. The Foundation, which celebrated its 50th anniversary in 2025, continues to partner with nonprofits addressing critical community needs, including affordable housing, access to health care, food security, mental health services, support for seniors and families, youth education and the enrichment of Hawai‘i’s culture and arts.
Our employees continue to embody our culture of caring. Through our annual Kōkua Mai giving campaign, employees and retirees contributed over $886,000 to 36 charities in 2025, with 99% participation across the Company. Since its inception in 2007, Kōkua Mai has generated nearly $14 million for local nonprofits. In addition, our team members volunteered close to 22,000 hours in support of community development organizations, served on nonprofit boards and participated in hands-on service initiatives throughout our markets. These efforts, combined with direct corporate contributions and partnerships, reinforce our longstanding commitment to strengthening the communities that place their trust in us.
We were also honored to receive our eleventh consecutive “Outstanding” rating from the Federal Deposit Insurance Corporation (FDIC) under the Community Reinvestment Act. This distinction, earned in every evaluation period since 1995, reflects our leadership in community development lending, investments and services. During the most recent evaluation period, we provided $1.7 billion in loans supporting affordable housing, nonprofit organizations, economic development and the revitalization of low- and moderate-income communities. The FDIC recognized our excellent
record of serving small businesses and low-income individuals, consistent with safe and sound banking practices.
The Annual Meeting
Our Board of Directors and senior officers, together with representatives from our independent registered public accounting firm, will be in attendance at the Annual Meeting to respond to your questions. We encourage you to read our 2026 Proxy Statement and our 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025, prior to the meeting. Complete instructions on how to vote begin on page 2. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or vote telephonically or
electronically using the telephone or Internet voting procedures described on your proxy card at your earliest convenience. Our Board of Directors along with our leadership team value the views of our stockholders and look forward to your participation at this year’s Annual Meeting.
We are excited about our future and confident in our ability to deliver lasting value to you—our stockholders. Thank you for your continued support of First Hawaiian, Inc.
Sincerely,
Robert S. Harrison
Chairman, President and Chief Executive Officer
March 12, 2026
NOTICE OF 2026
ANNUAL MEETING OF STOCKHOLDERS
Notice Hereby is Given that the 2026 Annual Meeting of Stockholders of First Hawaiian, Inc. will be held:
| | | | WHEN | | | | | | WHO MAY VOTE | | | | | | ACCESS | | ||
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| | Wednesday, April 22, 2026, 8:00 a.m., Hawaii Standard Time | | | | Stockholders of record on the record date, February 27, 2026. | | | | Via webcast at https://edge.media-server.com/mmc/p/zi7fkhi9; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 22, 2026. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2026 (case sensitive). | | ||||||||
At the Annual Meeting, we will ask you to consider and vote upon these proposals.
| · Items of Business · | |||||||||||
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| | 1. | | | The election to our Board of Directors of the eight nominees named in the attached Proxy Statement to serve until the 2027 Annual Meeting of Stockholders | | ||||||
| | | | | • Tertia M. Freas • Michael K. Fujimoto • Robert S. Harrison | | | • James S. Moffatt • Mark M. Mugiishi • Kelly A. Thompson | | | • Vanessa L. Washington • C. Scott Wo | |
| | 2. | | | An advisory vote on the compensation of our Named Executive Officers as disclosed in the attached Proxy Statement | | ||||||
| | 3. | | | The ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | | ||||||
| | 4. | | | Such other business as properly may come before the Annual Meeting or any adjournments or postponements thereof | | ||||||
This year’s Annual Meeting will be held exclusively online via live webcast on Wednesday, April 22, 2026, at 8:00 a.m., Hawaii Standard Time. You will be able to attend the meeting online and submit questions during the meeting. You will also be able to vote your shares electronically at the Annual Meeting.
The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY WITH YOUR VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE OR INTERNET, BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY MAIL.
| | Honolulu, Hawaii March 12, 2026 | | | | | By Order of the Board of Directors, Joel E. Rappoport Executive Vice President, General Counsel and Secretary | |
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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING TO BE HELD ON APRIL 22, 2026 | |
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| | Our Proxy Statement and our 2025 Annual Report to Stockholders (the 2025 “Annual Report”), which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available on our website at http://proxy.fhb.com. Except as stated otherwise, information on our website is not considered part of this Proxy Statement. | |
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| | By March 12, 2026, we will have sent to certain of our stockholders a Notice of Availability of Proxy Materials (“Notice”). The Notice includes instructions on how to access our Proxy Statement and our 2025 Annual Report and vote online. Stockholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 19, 2026. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice. For more information, see “Frequently Asked Questions about the Annual Meeting and Voting.” | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.