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8-KThe WireRed Alert

Executive Change

Filed Feb 24, 2026 · 4mo ago · Accession 0000046195-26-000013

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report February 19, 2026 (Date of earliest event reported) BANK OF HAWAII CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-6887 99-0148992 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 130 Merchant Street Honolulu Hawaii 96813 (Address of principal executive offices) (City) (State) (Zip Code) ( 888 ) 643-3888 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share BOH New York Stock Exchange Depository Shares, Each Representing 1/40 th Interest in a Share of 4.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A BOH.PRA New York Stock Exchange Depository Shares, Each Representing 1/40 th Interest in a Share of 8.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B BOH.PRB New York Stock Exchange Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 19, 2026, the Human Resources and Compensation Committee of the Board of Directors of the Company (the “Committee”) approved the following actions relative to salary and performance-based bonus awards for the Company’s designated 2025 Named Executive Officers (the “NEOs”): Named Executive Officer 2025 EIP Award 2026 Base Salary Peter S. Ho $ 2,312,500  $ 925,000  Chairman of the Board and Chief Executive Officer Bradley S. Satenberg $ 425,000  $ 500,000  Vice Chair and Chief Financial Officer Dean Y. Shigemura $ —  $ 500,000  Former Vice Chair and Chief Financial Officer S. Bradley Shairson $ 425,000  $ 500,000  Vice Chair and Chief Risk Officer Marco A. Abbruzzese $ 425,000  $ 475,000  Vice Chair and Senior Executive Director of Wealth Management Patrick M. McGuirk $ 400,000  $ 462,000  Vice Chair and Chief Administrative Officer The Company follows a pay-for-performance philosophy. Our compensation plans are designed to focus NEOs on goals that align with business strategy, operating performance and shareholder values. In support of our philosophy, performance-based awards pay out only when pre-determined results are achieved. The 2025 EIP Awards were determined based on the achievement of pre-established performance measures set by the Committee under the shareholder-approved Company 2024 Stock and Incentive Plan (the “Plan”) and the Executive Incentive Plan (“EIP”). On February 19, 2026, the Committee also awarded Restricted Stock Unit Grants (“RSUs”) to certain of the Company’s NEOs pursuant to the terms of the Plan. The RSUs awarded to the NEOs are shown in the table below: Grantee RSUs Peter S. Ho — Bradley S. Satenberg 6,330 Dean Y. Shigemura — S. Bradley Shairson 7,596 Marco A. Abbruzzese 5,697 Patrick M. McGuirk 5,697 Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. 10.1 Bank of Hawaii Corporation 2024 Stock and Incentive Plan - Restricted Stock Unit Grant Agreement (Performance Based) (incorporated by reference to Exhibit 10.1 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on March 4, 2025). 10.2 Bank of Hawaii Corporation 2024 Stock and Incentive Plan - Restricted Stock Unit Grant Agreement (Service Based) (incorporated by reference to Exhibit 10.1 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on January 30, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 23, 2026 Bank of Hawaii Corporation By: /s/ Patrick M. McGuirk Patrick M. McGuirk Vice Chair and Chief Administrative Officer
Filing details
Ticker
BOH
CIK
46195
Form type
8-K
Filing date
Feb 24, 2026
Report date
Feb 19, 2026
Document
boh-20260219.htm
Size
203 KB