Form 4: First Hawaiian CEO's Equity Grant and Tax Withholding
Insider Transaction Report
First Hawaiian's Chairman, President, and CEO, Robert S. Harrison, received 69,567 shares from vested performance units, with 35,117 shares withheld for taxes.
Summary
- Robert S. Harrison, Chairman, President, and CEO of First Hawaiian, Inc. (FHB), reported transactions related to his beneficial ownership.
- On February 17, 2026, Mr. Harrison acquired 69,567 shares of common stock at a price of $0 per share.
- These shares represent performance share units granted in 2023 that vested based on the satisfaction of performance-based requirements over a three-year period ending December 31, 2025, and continued employment.
- The Compensation Committee of First Hawaiian, Inc. approved the amount of common stock earned on February 17, 2026, with settlement expected no later than March 19, 2026.
- Concurrently, 35,117 shares of common stock were disposed of at a price of $26.4 per share to satisfy tax withholding obligations related to the vested performance share units.
- Following these transactions, Mr. Harrison's direct beneficial ownership of common stock is 511,147 shares.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a positive indicator of executive performance and retention, as the performance share units vested, offset by the routine tax withholding which is a standard part of such compensation.
Positives
- The vesting of 69,567 performance share units indicates that the company met its performance-based vesting requirements over the three-year period ending December 31, 2025.
- The award aligns executive incentives with long-term company performance and shareholder value.
Negatives
- 35,117 shares were withheld to cover tax obligations, reducing the net number of shares received by the executive.
Future Outlook
The performance share units will be settled in shares of common stock no later than March 19, 2026.
Industry Context
StockSavvy.ai notes that performance-based equity awards are a common executive compensation practice in the financial services industry, aligning management incentives with long-term shareholder value. This type of vesting and subsequent tax withholding is a routine event for executives in publicly traded companies.
Comparison to Industry Standards
- Performance share units with a three-year vesting period are standard for executive compensation in the banking sector, comparable to practices at regional banks like Bank of Hawaii or Central Pacific Bank.
- The mechanism of withholding shares to cover tax obligations upon vesting is a widely adopted practice across industries to manage executive compensation and tax liabilities efficiently.
Stakeholder Impact
- Shareholders benefit from executive incentives tied to company performance, as the vesting of these units suggests performance targets were met.
- Employees may view this as a standard and transparent practice for executive compensation within the company.
Next Steps
- Settlement of the performance share units in shares of common stock by March 19, 2026.
Key Dates
| Date | Description |
|---|---|
| 2023 | Year performance share units were granted. |
| 12/31/2025 | End of the three-year performance period for the share units. |
| 02/17/2026 | Date of transaction for acquisition and disposition of shares; Compensation Committee approved earned shares. |
| 02/19/2026 | Date the Form 4 was signed and filed. |
| 03/19/2026 | Latest date for settlement of performance share units in shares of common stock. |
Recommendation
holdThis Form 4 reports a routine executive compensation event (vesting of performance shares and tax withholding) and does not provide new fundamental information to warrant a change in investment recommendation. It confirms executive alignment with company performance but does not introduce new factors for a 'buy' or 'sell' decision.
Keywords
FHB, First Hawaiian, Robert S. Harrison, Form 4, insider transaction, performance shares, equity compensation, CEO, executive compensation
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