HOPE Hope Bancorp Inc

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-280416

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Territorial Bancorp Inc.:

On April 26, 2024, Territorial Bancorp Inc. (which we refer to as “Territorial”) and Hope Bancorp, Inc. (which we refer to as “Hope”) entered into an Agreement and Plan of Merger (which we refer to as the “Merger Agreement”) pursuant to which Territorial will merge with and into Hope (which we refer to as the “Merger”), with Hope as the surviving corporation in the Merger. Following the completion of the Merger, or such later time as Hope may determine, Territorial Savings Bank, a wholly owned subsidiary of Territorial, will merge with and into Bank of Hope, a wholly owned subsidiary of Hope (which we refer to as the “Bank Merger”), with Bank of Hope as the surviving bank in the Bank Merger. If the Merger is completed, Territorial’s stockholders as of the completion of the Merger will be entitled to receive, for each share of Territorial common stock owned, 0.8048 shares of Hope common stock (which we refer to as the “Exchange Ratio”). Based on the Exchange Ratio, and on the closing stock price of Hope common stock of $12.14 as of August 20, 2024, on the Nasdaq Global Select Market, as reported by the Wall Street Journal, the latest practicable trading day before the date of this proxy statement/prospectus, the value of the per share merger consideration payable to holders of Territorial common stock was approximately $9.77 as of such date.

Based on the number of shares of Hope common stock and Territorial common stock outstanding as of April 26, 2024, the date of the Merger Agreement, it is expected that Hope stockholders will hold approximately 94.4%, and Territorial stockholders will hold approximately 5.6%, of the shares of the combined company outstanding immediately after the effective time of the Merger (which we refer to as the “Effective Time”).

The market prices of both Hope common stock and Territorial common stock will fluctuate before the completion of the Merger. You should obtain current stock price quotations for Hope common stock and Territorial common stock before you vote. Hope common stock is listed for trading on the Nasdaq Global Select Market under the symbol “HOPE”, and Territorial common stock is listed for trading on the Nasdaq Global Select Market under the symbol “TBNK”.

The Merger cannot be completed unless the Merger Agreement is adopted and approved by the affirmative vote of a majority of all issued and outstanding shares of Territorial entitled to vote thereon. The closing of the Merger is also subject to the receipt of required regulatory approvals and the satisfaction of the other conditions specified in the Merger Agreement.

The Merger Agreement will be voted on at a special meeting of Territorial stockholders, which will be held in a virtual-only format on Thursday, October 10, 2024 at 8:30 a.m., Hawaii Time, at www.virtualshareholdermeeting.com/TBNK2024SM. At the special meeting, holders of Territorial common stock as of the close of business on August 14, 2024, the record date for the meeting, are entitled to notice of, and to vote at, the meeting to adopt and approve the Merger Agreement as described in this proxy statement/prospectus. Territorial stockholders as of the record date will also be asked to approve a compensation proposal on a non-binding, advisory basis and a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt and approve the Merger Agreement, as described in this proxy statement/prospectus. Certain executive officers and each of the directors of Territorial, who are also Territorial stockholders, have entered into a voting and support agreement with Hope pursuant to which they have agreed to vote “FOR” the adoption and approval of the Merger Agreement, subject to the terms of the voting and support agreement. Additional information regarding the voting process for the Territorial special meeting is included in this proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Territorial common stock you own. To ensure your representation at the Territorial special meeting, please take time to vote by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the Territorial special meeting virtually. Submitting a proxy now will not prevent you from being able to vote at the Territorial special meeting. We cannot complete the transactions contemplated by the Merger Agreement unless Territorial stockholders approve the Merger Agreement and the

Merger. The affirmative vote of a majority of the outstanding shares of Territorial common stock is required to approve the Merger Agreement and the Merger.

The board of directors of Territorial (which we refer to as the “Territorial Board of Directors”) unanimously recommends that Territorial stockholders vote “FOR” the proposal to approve the Merger Agreement and “FOR” the other matters to be considered at the Territorial special meeting. In considering the recommendation of the Territorial Board of Directors, you should be aware that certain directors and executive officers of Territorial may have interests in the Merger that are different from, or in addition to, the interests of Territorial stockholders generally. See the section entitled “The Merger—Interests of Territorial’s Directors and Executive Officers in the Merger” of this proxy statement/prospectus.

This proxy statement/prospectus describes the special meeting of Territorial stockholders, the Merger, the documents relating to the Merger and other related matters. Please read carefully the entire proxy statement/ prospectus, including the section entitled “Risk Factors” beginning on page 21, for a discussion of the risks relating to the proposed Merger, and the annexes and documents incorporated by reference into the proxy statement/prospectus.

If you have any questions regarding this proxy statement/prospectus, you may contact Laurel Hill Advisory Group, Territorial’s proxy solicitor, by calling toll-free at (888) 742-1305. Banks and brokers should call (516) 933-3100.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER OR OTHER TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE MERGER UNDER THIS PROXY STATEMENT/PROSPECTUS NOR HAVE THEY DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES TO BE ISSUED IN THE MERGER ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF EITHER TERRITORIAL OR HOPE, AND THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

This proxy statement/prospectus is dated August 20, 2024 and is first being mailed or otherwise delivered to Territorial stockholders on or about August 29, 2024.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 10, 2024

To the Stockholders of Territorial Bancorp Inc.:

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Hope from documents filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Hope at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by requesting them in writing or by telephone at the appropriate address below:

For Hope documents incorporated by reference:

Hope Bancorp, Inc.

3200 Wilshire Blvd., Suite 1400

Los Angeles, California 90010

Telephone: (213) 639-1700

Attention: Corporate Secretary

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, Territorial stockholders must request them no later than five business days before the date of the Territorial special meeting. This means that Territorial stockholders requesting documents must do so by October 3, 2024.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. You should assume that the information in this proxy statement/prospectus is accurate only as of the date of this proxy statement/prospectus. You should assume that the information incorporated by reference to another document into this proxy statement/prospectus is accurate as of the date of such document. Neither the mailing of this proxy statement/prospectus to Territorial stockholders, nor the issuance by Hope of shares of its common stock in connection with the Merger, will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding Hope has been provided by Hope and information contained in this proxy statement/prospectus regarding Territorial has been provided by Territorial.

See the section entitled “Where You Can Find More Information” for more details.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are some questions that you may have about the Merger and the Territorial special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the Merger or the Territorial special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information”.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Territorial stockholders will receive Hope common stock for their shares of Territorial common stock (plus cash in lieu of fractional shares). At the effective time of the Merger (which we refer to as the “Effective Time”), each outstanding share of Territorial common stock (except for treasury stock or shares owned by Territorial or Hope, in each case other than shares (x) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (y) held, directly or indirectly, as a result of debts previously contracted) will be converted into the right to receive 0.8048 shares of Hope common stock (which we refer to as the “Exchange Ratio”). No fractional shares of Hope shares will be issued in the Merger and holders of Territorial common stock will be entitled to receive cash in lieu of fractional shares. Although the number of shares of Hope common stock that each Territorial stockholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of Hope common stock and will not be known at the time Territorial stockholders vote on the Merger Agreement. Based on the Exchange Ratio, and on the closing stock price of Hope common stock of $12.14 as of August 20, 2024, on the Nasdaq Global Select Market, as reported by the Wall Street Journal, the latest practicable trading day before the date of this proxy statement/prospectus, the value of the per share merger consideration payable to holders of Territorial common stock was approximately $9.77 as of such date.

As a result of the foregoing, based on the number of shares of Hope common stock and Territorial common stock outstanding as of April 26, 2024, the date of the Merger Agreement, it is expected that Hope stockholders will hold approximately 94.4%, and Territorial stockholders will hold approximately 5.6%, of the shares of the combined company outstanding immediately after the Effective Time.

The Merger cannot be completed unless the Merger Agreement is adopted and approved by the affirmative vote of a majority of all issued and outstanding shares of Territorial entitled to vote thereon. The closing of the Merger is also subject to the receipt of approvals of non-objections or waivers from the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”), the Federal Deposit Insurance Corporation (which we refer to as the “FDIC”), the California Department of Financial Protection and Innovation (which we refer to as the “California DFPI”), and the Hawaii Department of Commerce and Consumer Affairs, Division of Financial Institutions (which we refer to as the “Hawaii DCCA” and, together with the Federal Reserve Board, FDIC and California DFPI, the “Bank Regulatory Authorities”), and the satisfaction of the other conditions specified in the Merger Agreement.

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This document is also a prospectus that is being delivered to Territorial stockholders because, in connection with the Merger, Hope will be issuing to Territorial stockholders shares of Hope common stock as merger consideration.

This proxy statement/prospectus contains important information about the Merger Agreement, the Merger and other related matters, the proposals being voted on at the Territorial special meeting, and important information to consider in connection with an investment in Hope common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of Territorial common stock voted by proxy without attending the Territorial special meeting virtually. Your vote is important, and we encourage you to submit your proxy as soon as possible, whether or not you intend to attend the Territorial special meeting virtually.

Hope will not issue any fractional shares of Hope common stock in the Merger. Territorial stockholders who would otherwise be entitled to a fraction of a share of Hope common stock upon the completion of the Merger will instead receive, for such fraction of a share, an amount in cash (rounded to the nearest cent) equal to the product of (i) the average closing sale price of Hope common stock on the Nasdaq Global Select Market, as reported by the Wall Street Journal, on the five full trading days ending on the trading day immediately preceding the closing date of the Merger, multiplied by (ii) the fraction of a share (rounded to the nearest one-thousandth when expressed in decimal form) of Hope common stock which such Territorial stockholder would otherwise be entitled to receive pursuant to the Merger Agreement.

For further information, see the section entitled “The Merger—Terms of the Merger”.

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Based on the closing price per share of Hope common stock on the Nasdaq Global Select Market as of April 26, 2024, the last trading day before the date of public announcement of the Merger, and the Exchange Ratio of 0.8048, the value of the per share merger consideration payable to holders of Territorial common stock was approximately $8.82 per share as of such date. Based on the Exchange Ratio of 0.8048, and on the closing stock price of Hope common stock of $12.14 as of August 20, 2024, on the Nasdaq Global Select Market, as reported by the Wall Street Journal, the latest practicable trading day before the date of this proxy statement/prospectus, the value of the per share merger consideration payable to holders of Territorial common stock was approximately $9.77 as of such date. We urge you to obtain current market quotations for Hope and Territorial, each currently traded on the Nasdaq Global Select Market under the trading symbols “HOPE” and “TBNK”, respectively.

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Hope declared quarterly cash dividends of $0.14 per share on its common stock in each of 2023, 2022, and 2021. The amount of quarterly cash dividends paid on shares of Hope common stock is subject to change based on the quarterly dividend amounts approved by the Hope Board of Directors. For illustrative purposes only, a holder of 1,000 shares of Hope common stock would have received approximately $560 in dividend payments in 2023.

The tax consequences of the Merger to any particular Territorial stockholder will depend on that stockholder’s particular facts and circumstances. You are urged to consult your tax advisors for a full understanding of the particular tax consequences of the Merger to them.

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Even if you plan to attend the Territorial special meeting virtually, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting virtually.

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Each holder of Territorial common stock is entitled to cast one vote on each matter voted on at the special meeting for each share of Territorial common stock that such holder owned of record as of the record date. As of the close of business on the record date for the Territorial special meeting, there were 8,832,210 outstanding shares of Territorial common stock.

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If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on the day before the special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the special meeting.

If a holder’s shares are held in “street name” by a bank, broker, or other nominee, the holder should check the voting form used by that firm to determine whether the holder may vote by telephone or the Internet.

Even if you plan to attend the Territorial special meeting virtually, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

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If your shares are held by a broker, bank, or other nominee, you should contact your broker, bank, or other nominee to change your vote.

Participants in the Territorial 401(k) Plan may change their instructions to the Territorial 401(k) Plan trustee with respect to voting of the shares of Territorial common stock held in their Territorial 401(k) Plan account by submitting to the Territorial 401(k) Plan trustee another signed instruction card bearing a later date, provided that such new instruction card must be received by the Territorial 401(k) Plan trustee on or prior to the last date for submission of such instructions with respect to the Territorial special meeting designated in the separate voting instructions provided by the Territorial 401(k) Plan trustee.

Participants in the Territorial ESOP may change their instructions to the Territorial ESOP trustee with respect to voting of the shares of Territorial common stock held in their Territorial ESOP account by submitting to the Territorial ESOP trustee another signed instruction card bearing a later date, provided that such new instruction card must be received by the Territorial ESOP trustee on or prior to the last date for submission of such instructions with respect to the Territorial special meeting designated in the separate voting instructions provided by the Territorial ESOP trustee.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (which we refer to as the “Private Securities Litigation Reform Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in Hope’s or Territorial’s future filings with the SEC, in press releases, and in oral and written statements made by Hope or Territorial or with their respective approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements include, but are not limited to, descriptions of the Merger, Hope’s and Territorial’s respective financial condition, results of operations, asset and credit quality trends, profitability and business plans or opportunities. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “should,” and “will,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: the risk that the cost savings and any revenue synergies from the Merger may not be fully realized or may take longer than anticipated to be realized; disruption to the parties’ businesses as a result of the announcement and pendency of the Merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; the failure to obtain the necessary approvals by the stockholders of Territorial; the amount of the costs, fees, expenses and charges related to the Merger; the ability of Hope to obtain required Regulatory Authorizations (and the risk that such Regulatory Authorizations may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the Merger; the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Merger; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the dilution caused by Hope’s issuance of additional shares of its common stock in the Merger; a material adverse change in the financial condition of Territorial or Hope; competition; government legislation, regulations and policies; the ability of Hope or Territorial to execute its business plan; unanticipated changes in Hope’s or Territorial’s liquidity position, including, but not limited to, changes in Hope’s or Territorial’s access to sources of liquidity and capital to address its liquidity needs; changes in economic conditions and economic and business uncertainty which could materially impact credit quality trends and the ability to generate loans and gather deposits; inflation and governmental responses to inflation, including increasing interest rates; market, economic, operational, liquidity, credit, and interest rate risks associated with Hope’s or Territorial’s business; Hope’s or Territorial’s ability to successfully manage its credit risk and the sufficiency of its allowance for credit losses; the potential impact of current and future business combinations on Hope’s or Territorial’s performance and financial condition, including such company’s ability to successfully integrate businesses and the success of revenue-generating and cost-reduction initiatives; failure or circumvention of Hope’s or Territorial’s internal controls; operational risks or risk management failures Hope or Territorial or critical third parties, including, without limitation, with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigation; disruptive technologies in payment systems and other services traditionally provided by banks; failure or disruption of Hope’s or Territorial’s information systems; computer hacking and other cybersecurity threats; the effects of climate change on Hope or Territorial and their respective customers, borrowers, or service providers; political and economic uncertainty and instability; the impacts of pandemics, epidemics and other infectious disease outbreaks; other matters discussed in this proxy statement/prospectus; and other factors identified in filings with the SEC by Hope or Territorial. These forward-looking statements are made only as of the date of this proxy statement/prospectus and are not guarantees of future results, performance or outcomes.

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Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. Neither Hope nor Territorial can assure that any of these statements, estimates, or beliefs will be realized and actual results or outcomes may differ from those contemplated in these forward-looking statements. Neither Hope nor Territorial undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise after the date of this proxy statement/prospectus. You are advised to consult further disclosures Hope and Territorial may make on related subjects in their respective filings with the SEC.

Investors should consider these risks, uncertainties, and other factors in addition to risk factors included in Hope’s and Territorial’s respective Annual Reports on Form 10-K for the year ended December 31, 2023, and other filings with the SEC.

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements”, you should carefully consider the following risk factors relating to the consummation of the Merger and to Hope following the Merger in deciding how to vote for the proposals presented in this proxy statement/prospectus.

Because the market price of Hope common stock will fluctuate, Territorial stockholders cannot be certain of the market value of the merger consideration they will receive.

In the Merger, each share of Territorial common stock issued and outstanding immediately prior to the Effective Time (except for treasury stock or shares owned by Territorial or Hope, in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) will receive the right to receive 0.8048 shares of Hope common stock. No fractional shares of Hope shares will be issued in the Merger and holders of Territorial common stock will be entitled to receive cash in lieu of fractional shares. The Exchange Ratio is fixed and will not be adjusted for changes in the market price of Hope common stock or Territorial common stock. Changes in the price of Hope common stock or Territorial common stock between now and the time of the Merger will affect the value that Territorial stockholders will receive in the Merger. Neither Hope nor Territorial is permitted to terminate the Merger Agreement as a result of any increase or decrease in the market price of Hope common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Hope’s or Territorial’s respective businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including market prices of Hope, Territorial and other banking companies, regulatory considerations and tax laws, many of which are beyond Hope’s and Territorial’s control. Therefore, at the time of the Territorial special meeting, Territorial stockholders will not know the market value of the consideration that Territorial stockholders will receive at the Effective Time. You should obtain current market quotations for shares of Hope (NASDAQ: HOPE) and Territorial (NASDAQ: TBNK).

The market price of Hope common stock after the Merger may be affected by factors different from those currently affecting the shares of Hope common stock.

In the Merger, Territorial stockholders will become Hope stockholders. Hope’s business differs from that of Territorial and certain adjustments may be made to Hope’s business as a result of the Merger. Accordingly, the results of operations of the combined company and the market price of Hope common stock after the completion of the Merger may be affected by factors different from those currently affecting the results of operations of Hope. For a discussion of the business of Hope and of certain factors to consider in connection with that business, see the documents incorporated by reference in this proxy statement/prospectus and referred to under the section entitled “Where You Can Find More Information”.

Combining Hope and Territorial may be more difficult, costly or time-consuming than expected, and the anticipated benefits and cost savings of the Merger may not be realized.

Hope and Territorial have operated and, until the completion of the Merger, will continue to operate independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on Hope’s and Territorial’s ability to successfully combine and integrate the businesses of Hope and Territorial in a manner that permits growth opportunities and does not materially disrupt existing customer relations or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the

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Merger. The loss of key employees could adversely affect Hope’s ability to successfully conduct its business, which could have an adverse effect on Hope’s financial results and the value of Hope’s common stock after the Merger. If Hope and Territorial experience difficulties with the integration process, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Hope and/or Territorial to lose customers or cause customers to remove their accounts from Hope and/or Territorial and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Hope and Territorial during this transition period and for an undetermined period after completion of the Merger on the combined company. In addition, the actual cost savings of the Merger could be less than anticipated.

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

Before the Merger may be completed, Hope and Territorial must obtain all necessary Regulatory Authorizations from the Bank Regulatory Authorities. Other authorizations, permits, consents, approvals, non-objections, and/or waivers from other regulators could also be required. In determining whether to grant these Regulatory Authorizations, the Bank Regulatory Authorities consider a variety of factors, including the regulatory standing of each party and the factors described under the section entitled “The Merger—Regulatory Approvals Required for the Merger”. An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain any such Regulatory Authorization or delay their receipt. The Bank Regulatory Authorities may impose conditions on the completion of the Merger or require changes to the terms of the Merger. Such conditions or changes could have the effect of delaying or preventing completion of the Merger or imposing additional costs on or limiting the revenues of the combined company following the Merger, any of which might have an adverse effect on the combined company following the Merger.

Additionally, under the terms of the Merger Agreement, Hope and Territorial are not required to take actions or agree to conditions in connection with obtaining any Regulatory Authorizations from governmental entities that would reasonably be expected to have a material adverse effect on Hope and its subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to Territorial and its subsidiaries, taken as a whole) (which we refer to as a “materially burdensome regulatory condition”). See the section entitled “The Merger—Regulatory Approvals Required for the Merger”.

The combined company may be unable to retain Territorial or Hope personnel successfully after the Merger is completed.

The success of the Merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Territorial and Hope. It is possible that these employees may decide not to remain with Territorial or Hope while the Merger is pending or with the combined company after the Merger is consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Territorial to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Hope may not be able to locate suitable replacements for any key employees who leave the combined company or to offer employment to potential replacements on reasonable terms.

Certain of Territorial’s directors and executive officers have interests in the Merger that may differ from the interests of Territorial stockholders.

Territorial stockholders should be aware that some of Territorial’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the other Territorial stockholders generally. These interests and arrangements may create potential conflicts of interest. The

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Territorial Board of Directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the Merger Agreement and in recommending that Territorial stockholders vote in favor of adopting and approving the Merger Agreement.

For a more complete description of these interests, see the section entitled “The Merger—Interests of Territorial’s Directors and Executive Officers in the Merger”.

Termination of the Merger Agreement could negatively impact Hope or Territorial.

If the Merger Agreement is terminated, there may be various adverse consequences and Territorial and/or Hope may experience negative reactions from the financial markets and from their respective customers and employees. For example, Hope’s or Territorial’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. Additionally, if the Merger Agreement is terminated, the market price of Hope common stock or Territorial common stock could decline to the extent that the current market prices reflect a market assumption that the Merger will be completed. If the Merger Agreement is terminated under certain circumstances, Territorial may be required to pay Hope a termination fee of $3,000,000.

The Merger Agreement limits Territorial’s ability to pursue alternative Acquisition Proposals, requires Territorial to pay a termination fee of $3,000,000 under limited circumstances, including circumstances relating to Acquisition Proposals, and may discourage other companies from trying to acquire Territorial.

The Merger Agreement prohibits Territorial from initiating, soliciting, knowingly encouraging or knowingly facilitating certain alternative third-party Acquisition Proposals. See the section entitled “The Merger Agreement—Agreement Not to Solicit Other Offers”. The Merger Agreement also provides that Territorial will be required to pay a termination fee to Hope in the amount of $3,000,000 in the event that the Merger Agreement is terminated under certain circumstances, including an adverse recommendation change by the Territorial Board of Directors. See the section entitled “The Merger Agreement—Termination Fee”. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Territorial from considering or proposing such an acquisition.

The ability of Hope and Territorial to complete the Merger is subject to the satisfaction (or waiver by the parties) of the closing conditions set forth in the Merger Agreement, some of which are outside of the parties’ control.

The Merger Agreement contains a number of conditions that must be fulfilled in order to complete the Merger. Those conditions include, but are not limited to: approval of the Merger Agreement and the Merger by Territorial stockholders, receipt of all required Regulatory Authorizations, absence of any law, statute or regulation, or any order, injunction or other legal restraint or prohibition preventing the completion of the Merger, effectiveness of the registration statement of which this proxy statement/prospectus is a part, the accuracy of the representations and warranties of both parties (subject to applicable materiality qualifiers), and the performance, in all material respects, by both parties of their respective covenants and agreements. See the section entitled “The Merger Agreement—Conditions to Completion of the Merger” for a more complete discussion of the conditions to the completion of the Merger. These conditions to the closing of the Merger may not be fulfilled in a timely manner, or at all, and, accordingly, the Merger may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval, or Hope or Territorial may elect to terminate the Merger Agreement in certain other circumstances.

Hope and Territorial will be subject to business uncertainties and contractual restrictions while the Merger is pending, which could disrupt Hope’s and Territorial’s relationships with their customers, business partners and others, as well as their operating results and business generally.

Whether or not the Merger is ultimately consummated, uncertainty about the effect of the Merger on employees and customers may have an adverse effect on Hope and Territorial and, consequently, the combined

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company. These uncertainties may impair Hope’s and Territorial’s ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers and others that deal with Hope or Territorial to seek to change existing business relationships with Hope or Territorial, respectively. Retention of certain employees by Territorial and Hope may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with Territorial or Hope and, ultimately, the combined company, the combined company’s business could be harmed. In addition, subject to certain exceptions, Territorial and Hope has each agreed to operate its business in the ordinary course and use commercially reasonable efforts to preserve its business organization, employees and business relationships prior to closing. See the section entitled “The Merger Agreement—Covenants and Agreements” for a description of the restrictive covenants applicable to Territorial and Hope.

The shares of Hope common stock to be received by Territorial stockholders as a result of the Merger will have different rights from the shares of Territorial common stock.

In the Merger, Territorial stockholders will become Hope stockholders and their rights as Hope stockholders will be governed by Delaware law and the governing documents of Hope following the Merger. The rights associated with Hope common stock are different from the rights associated with Territorial common stock. See the section entitled “Comparison of Stockholders’ Rights” for a discussion of the different rights associated with Hope common stock.

Territorial and Hope are expected to incur significant costs related to the Merger and integration. If the Merger is not completed, Hope and Territorial will have incurred substantial expenses without realizing the expected benefits of the Merger.

Each of Hope and Territorial has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either Territorial or Hope regardless of whether or not the Merger is completed. If the Merger is not completed, Hope and Territorial would have to recognize these expenses without realizing the expected benefits of the Merger.

The future results of the combined company following the Merger may suffer if the combined company does not effectively manage its expanded operations.

Following the Merger, the size of the business of the combined company will increase beyond the current size of either Hope’s or Territorial’s businesses. The combined company’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. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business and the Merger. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the Merger.

Territorial stockholders will have a reduced ownership and voting interest in the combined company after the Merger and will exercise less influence over management, as compared to their ownership and voting interests in Territorial.

Territorial stockholders currently have the right to vote in the election of the Territorial Board of Directors and on other matters affecting Territorial. Upon completion of the Merger, each Territorial stockholder who receives shares of Hope common stock will become a Hope stockholder, with a percentage ownership of Hope

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that is smaller than such stockholder’s current percentage ownership of Territorial. Based on the number of shares of Territorial common stock outstanding on April 26, 2024, the date of the Merger Agreement, and the shares of Hope common stock expected to be issued in the Merger, the Territorial stockholders as a group will receive shares in the Merger constituting approximately 5.6% of the outstanding shares of Hope common stock immediately after the Merger, and current Hope stockholders as a group will own approximately 94.4% of the outstanding shares of Hope common stock immediately after the Merger. Because of this, Territorial stockholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Territorial.

Issuance of shares of Hope common stock in connection with the Merger may adversely affect the market price of Hope common stock.

In connection with the payment of the merger consideration, Hope expects to issue approximately 7.2 million shares of Hope common stock to Territorial stockholders. The issuance of these new shares of Hope common stock may depress or result in fluctuations in the market price of Hope common stock, including a stock price decrease.

The opinion received by the Territorial Board of Directors from Territorial’s financial advisor prior to the execution of the Merger Agreement does not reflect any changes in circumstances that may have occurred since the date of such opinion.

The opinion of KBW was rendered to the Territorial Board of Directors on, and dated, April 26, 2024. Changes in the operations and prospects of Territorial, general market and economic conditions and other factors which may be beyond the control of Hope and Territorial may have altered the value of Hope and/or Territorial or the market prices of shares of Hope common stock and/or Territorial common stock as of the date of this proxy statement/prospectus, or may alter such value and market prices by the time the Merger is completed. The opinion from KBW, dated April 26, 2024, does not speak as of any date other than the date of such opinion.

Stockholder litigation could prevent or delay the completion of the Merger or otherwise negatively impact the business and operations of Hope and Territorial.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Stockholders of Territorial may file lawsuits against Hope, Territorial and/or the directors and officers of either company in connection with the Merger. One of the conditions to the closing is that no order, injunction or decree issued by any court, agency or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the 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 Hope or Territorial defendants from completing the Merger or any of the other transactions contemplated by the Merger Agreement, then such injunction may delay or prevent the effectiveness of the Merger and could result in significant costs to Hope and/or Territorial, including any cost associated with the indemnification of directors and officers of each company. Hope and Territorial may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Merger. Such litigation could have an adverse effect on the financial condition and results of operations of Hope and Territorial and could prevent or delay the completion of the Merger.

Territorial stockholders will not have appraisal or dissenters’ rights in the Merger.

Appraisal or dissenters’ rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Pursuant to Maryland law, holders of Territorial common stock will not be entitled to dissenters’ or appraisal rights in the Merger with respect to their shares of Territorial common stock.

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COMPARATIVE MARKET PRICES

The following table shows the closing prices of Hope common stock and Territorial common stock as reported on April 26, 2024, the last trading day before the date of public announcement of the Merger, and on August 20, 2024, the last practicable trading day before the date this proxy statement/prospectus was printed and mailed. This table also presents the pro forma equivalent per share value of a share of Territorial common stock on those dates. The pro forma equivalent per share value was calculated by multiplying the closing price of Hope common stock on those dates by 0.8048, the Exchange Ratio in the Merger.

The market price of Hope common stock will fluctuate between the date of this proxy statement/prospectus and the completion of the Merger. Consequently, the total dollar value of the Hope common stock that you will receive upon completion of the Merger may be significantly higher or lower than its value as of the date of this proxy statement/prospectus. We advise you to obtain current market quotations for Hope common stock and Territorial common stock. We can provide no assurance as to future prices of Hope common stock or Territorial common stock.

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INFORMATION ABOUT THE TERRITORIAL SPECIAL MEETING

This section contains information for holders of Territorial common stock about the special meeting that Territorial has called to allow holders of Territorial common stock to consider and vote on the Merger Agreement and other related matters. This proxy statement/prospectus is accompanied by a notice of the special meeting of holders of Territorial common stock and a form of proxy card that the Territorial Board of Directors is soliciting for use by the holders of Territorial common stock at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held in a virtual-only format on Thursday, October 10, 2024 at 8:30 a.m., Hawaii Time, at www.virtualshareholdermeeting.com/TBNK2024SM.

Purpose of the Territorial Special Meeting

At the special meeting, Territorial stockholders will be asked to consider and vote upon the following proposals:

Recommendation of the Territorial Board of Directors

The Territorial Board of Directors unanimously recommends that Territorial stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

Record Date; Shares Entitled to Vote

The record date for the Territorial special meeting is August 14, 2024. All holders of Territorial common stock who held shares at the close of business on the record date for the special meeting are entitled to receive notice of, and to vote at, the Territorial special meeting. Each holder of Territorial common stock is entitled to cast one vote on each matter voted on at the special meeting for each share of Territorial common stock that such holder owned of record as of the record date. As of the close of business on the record date for the Territorial special meeting, there were 8,832,210 outstanding shares of Territorial common stock.

Quorum

A majority of the voting power of the outstanding shares entitled to vote at the meeting, present virtually or represented by proxy, shall constitute a quorum for the transaction of business. If you return a valid proxy card or attend the special meeting virtually, your shares will be counted for determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of Territorial common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Vote Required; Treatment of Abstentions and Failure to Vote

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Attending the Special Meeting

Only stockholders as of the close of business on August 14, 2024 (or their authorized representatives) will be allowed to participate in the Territorial special meeting online. The link to the virtual meeting will be: www.virtualshareholdermeeting.com/TBNK2024SM. To participate in the meeting online, stockholders will need the 16-digit control number included on their proxy card or voting instruction form.

If you own your shares through a bank, broker, or other nominee, please review the materials sent to you by that firm to find your 16-digit control number.

Voting of Proxies

A holder of Territorial common stock may vote by proxy or virtually at the Territorial special meeting. If you hold your shares of Territorial common stock in your name as a holder of record, to submit a proxy, you, as a holder of Territorial common stock, may use one of the following methods:

If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on the day before the special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the special meeting.

If a holder’s shares are held in “street name” by a bank, broker, or other nominee, the holder should check the voting form used by that firm to determine whether the holder may vote by telephone or the Internet.

Even if you plan to attend the Territorial special meeting virtually, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this proxy statement/prospectus is being delivered to Territorial stockholders residing at the same address, unless such Territorial stockholders have notified Territorial of their desire to receive multiple copies of the proxy statement/prospectus.

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Territorial will promptly deliver, upon oral or written request, a separate copy of the proxy statement/prospectus to any Territorial stockholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Territorial’s proxy solicitor, Laurel Hill Advisory Group, at 2 Robbins Lane, Suite 201, Jericho, New York 11753; telephone: (888) 742-1305.

How to Revoke Your Proxy

If you are the record holder of your shares, you may revoke your proxy in any of the following ways:

If your shares are held by a broker, bank, or other nominee, you should contact your broker, bank, or other nominee to change your vote.

Participants in the Territorial 401(k) Plan may revoke their instructions to the Territorial 401(k) Plan trustee with respect to voting of the shares of Territorial common stock held in their Territorial 401(k) Plan account by submitting to the Territorial 401(k) Plan trustee another signed instruction card bearing a later date, provided that such new instruction card must be received by the Territorial 401(k) Plan trustee on or prior to the last date for submission of such instructions with respect to the Territorial special meeting designated in the separate voting instructions provided by the Territorial 401(k) Plan trustee.

Participants in the Territorial ESOP may revoke their instructions to the Territorial ESOP trustee with respect to voting of the shares of Territorial common stock held in their Territorial ESOP account by submitting to the Territorial ESOP trustee another signed instruction card bearing a later date, provided that such new instruction card must be received by the Territorial ESOP trustee on or prior to the last date for submission of such instructions with respect to the Territorial special meeting designated in the separate voting instructions provided by the Territorial ESOP trustee.

Proxy Solicitation

Territorial is soliciting your proxy. Territorial will pay for this proxy solicitation. In addition to soliciting proxies by mail, Laurel Hill Advisory Group, a proxy solicitation firm, will assist Territorial in soliciting proxies for the Territorial special meeting. Territorial will pay Laurel Hill Advisory Group a fee of $7,500 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation. Additionally, directors, officers and employees of Territorial and Territorial Savings Bank may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. Territorial will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

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TERRITORIAL PROPOSALS

PROPOSAL NO. 1

MERGER PROPOSAL

Territorial is asking its stockholders to approve and adopt the Merger Agreement, and to approve the Merger. Territorial stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement, the Merger and the Bank Merger. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the Territorial Board of Directors determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of Territorial and its stockholders and unanimously approved and adopted the Merger Agreement, the Merger, the Bank Merger, and the other transactions contemplated by the Merger Agreement. See “The Merger—Territorial’s Reasons for the Merger; Recommendation of the Territorial Board of Directors” beginning on page 74 for a more detailed discussion of the recommendation of the Territorial Board of Directors.

Approval of the Merger Proposal requires the presence of a quorum and the affirmative vote of the holders a majority of the common stock outstanding and entitled to vote. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

The Territorial Board of Directors unanimously recommends a vote “FOR” the Merger Proposal.

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PROPOSAL NO. 2

COMPENSATION PROPOSAL

As required by Item 402(t) of Regulation S-K and Regulation 14A of the Securities Exchange Act of 1934, as amended, Territorial is providing its stockholders with the opportunity to cast an advisory, non-binding vote on the compensation that may become payable to its named executive officers in connection with the completion of the Merger, as disclosed in the section of this proxy statement/prospectus entitled “The Merger—Interests of Territorial’s Directors and Executive Officers in the Merger”, beginning on page 91 of this proxy statement/prospectus, and the related table and narratives.

Territorial believes that the information regarding compensation that may become payable to its named executive officers in connection with the completion of the Merger is reasonable and demonstrates that Territorial’s executive compensation program was designed appropriately and structured to ensure the retention of talented executives and a strong alignment with the long-term interests of Territorial stockholders. This vote is not intended to address any specific item of compensation, but rather the overall compensation that may become payable to Territorial’s named executive officers in connection with the completion of the Merger. In addition, this vote is separate and independent from the vote of stockholders to approve the Merger Proposal.

Territorial asks that its stockholders vote “FOR” the following resolution:

RESOLVED, that the compensation that may become payable to Territorial’s named executive officers in connection with the completion of the Merger, as disclosed in the section entitled “The Merger—Interests of Territorial’s Directors and Executive Officers in the Merger”, beginning on page 91 of this proxy statement/prospectus, and the related tables and narrative, is hereby APPROVED.

Approval of this proposal is not a condition to the completion of the Merger. Additionally, this vote is advisory and, therefore, it will not be binding on Territorial, nor will it overrule any prior decision or require the Territorial Board of Directors (or any committee thereof) to take any action. Accordingly, the Merger-related compensation will be paid to Territorial’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and other contractual arrangements even if Territorial stockholders do not approve the proposals to approve the Merger-related executive compensation.

Approval of the Territorial Compensation Proposal requires the presence of a quorum and the affirmative vote of a majority of the votes cast on the proposal. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

The Territorial Board of Directors unanimously recommends that Territorial stockholders vote “FOR” the approval of the Compensation Proposal.

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PROPOSAL NO. 3

ADJOURNMENT PROPOSAL

Territorial is submitting a proposal for consideration at the special meeting to authorize the named proxies to authorize the Territorial Board of Directors to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Territorial stockholders. Even though a quorum may be present at the Territorial special meeting, it is possible that Territorial may not have received sufficient votes to approve the Merger Proposal by the time of the meeting. In that event, the Territorial Board of Directors would need to adjourn the Territorial special meeting in order to solicit additional proxies. This proposal relates only to authorization of the Territorial Board of Directors to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Agreement proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Territorial stockholders. If the Territorial special meeting is adjourned to a date not more than 120 days after the original record date, Territorial is not required to give notice of the time and place of the adjourned meeting. Territorial may also postpone the special meeting to a date not more than 120 days after the original record date. Notice of the date, time and place to which the special meeting is postponed must be given not less than ten days prior to such date.

Approval of the Adjournment Proposal requires the presence of a quorum and the affirmative vote of a majority of the votes cast on the proposal. Abstentions and broker non-votes will have no effect on the outcome of voting on this proposal.

The Territorial Board of Directors unanimously recommends that Territorial stockholders vote “FOR” authorization of the Territorial Board of Directors to adjourn or postpone the Territorial special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Proposal or to ensure that any supplement or amendment to the proxy statement/prospectus is timely provided to Territorial stockholders.

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INFORMATION ABOUT HOPE BANCORP, INC.

Hope is a bank holding company headquartered in Los Angeles, California. Hope was incorporated in Delaware in 2000. Hope offers commercial and retail banking loan and deposit products through its wholly-owned subsidiary, Bank of Hope, a California state-chartered bank. From its roots as a Korean-American focused bank, it has grown to be one of the largest independent commercial banks headquartered in California and serve a multi-ethnic population of customers around the United States. Hope’s network of branches and loan production offices includes locations in California, New York, Texas, Washington, Illinois, New Jersey, Virginia, Georgia, Florida, Alabama, Colorado, and Oregon and includes a representative office in Seoul, South Korea.

Hope’s principal business activities are conducted through Bank of Hope and primarily consist of earning interest on loans and investment securities, which are primarily funded by customer deposits and other borrowings. Operating revenues consist of the difference between interest received and interest paid, gains and losses on the sale of financial assets, and fees earned for financial services provided to its customers. Interest rates are highly sensitive to many factors that are beyond Hope’s control, such as general economic conditions, new legislation and the policies of various governmental and regulatory authorities. Although Hope’s business may vary with local and national economic conditions, such variations are not generally seasonal in nature.

Hope offers a full suite of commercial, corporate and consumer loan, deposit and fee-based products and services, including commercial and commercial real estate lending, Small Business Administration lending, residential mortgage and other consumer lending, treasury management services, foreign currency exchange solutions, interest rate risk hedging products, and other and international trade financing, among others. Hope’s website at www.bankofhope.com offers internet banking services and applications in both English and Korean.

Hope’s common stock is traded on the Nasdaq Global Select Market under the symbol “HOPE”. The principal executive offices of Hope are located at 3200 Wilshire Blvd., Suite 1400, Los Angeles, California 90010, and its telephone number is (213) 639-1700.

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INFORMATION ABOUT TERRITORIAL BANCORP INC.

Territorial is a savings and loan holding company that is headquartered in Honolulu, Hawaii. Territorial was formed as a Maryland corporation in 2008. Territorial operates primarily through its wholly owned subsidiary, Territorial Savings Bank. Territorial provides loan and deposit products and services primarily to individual customers through 28 branches located throughout Hawaii as of June 30, 2024. At June 30, 2024, Territorial had consolidated assets of $2.2 billion, consolidated deposits of $1.6 billion, and consolidated stockholders’ equity of $249.2 million.

Territorial Savings Bank’s business consists primarily of accepting deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in one- to four-family residential mortgage loans and investment securities. To a much lesser extent, Territorial Savings Bank also originates home equity loans and lines of credit, construction, commercial and other nonresidential real estate loans, consumer loans, multi-family mortgage loans, and other loans. Territorial Savings Bank offers a variety of deposit accounts, including passbook and statement savings accounts, certificates of deposit, money market accounts, commercial and regular checking accounts, and Super NOW accounts.

Territorial’s common stock is traded on the Nasdaq Global Select Market under the symbol “TBNK”. The principal executive offices of Territorial are located at 1003 Bishop Street, Pauahi Tower, Suite 500, Honolulu, Hawaii 96813, and its telephone number is (808) 946-1400.

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DESCRIPTION OF BUSINESS OF TERRITORIAL BANCORP INC.

Market Area

Territorial conducts business from its corporate offices and from its 28 full-service branch offices located throughout the State of Hawaii.

The largest sector of Hawaii’s economy is the visitor industry. In August 2023, wildfires on Maui caused tremendous economic damage, including damaging or destroying more than 2,300 structures. Lahaina was one of the most popular tourist destinations on Maui and many historical sites, businesses and visitor accommodations were damaged or destroyed. Although the visitor industry had been impacted by the Maui wildfires, it has recovered faster than economists had anticipated. The Hawaii Tourism Authority reported that total visitors were 9.6 million in 2023, a 4.4% increase compared to 9.2 million in 2022. Total visitor spending in 2023 totaled $20.8 billion, a 5.5% increase compared to $19.7 billion in 2022. Most of the visitors to the state in 2023 were from the continental United States.

Public sector construction projects continue to provide large scale jobs such as renovations and expansions of airports, roads and public utilities, including the Honolulu rail project. Residential construction is expected to continue to grow and expand to meet Maui’s rebuilding needs and a continued strong demand for homes on all islands.

Federal spending is the second largest contributor to Hawaii’s economy and accounts for 8.9% of the state’s gross domestic product. In December 2023, the U.S. Senate and U.S. House approved a new defense spending bill that includes $1.6 billion for infrastructure projects in Hawaii. Hawaii is expected to continue to play a major role in any future U.S. military plans because of Hawaii’s central location in the Pacific region and emerging threats to national defense from North Korea and China.

The number of single-family homes sold on the island of Oahu, the largest real estate market in Hawaii, totaled 2,560 units in 2023, a decrease of 26.3% compared to sales in 2022. The median price paid on Oahu for a single-family home in 2023 was $1.1 million, a decrease of 5.0% compared to the median price in 2022. The number of condominium sales, a notable portion of the overall housing market, totaled 4,573 units in 2023, a decrease of 28.0% compared to sales in 2022. The median price paid on Oahu for condominiums in 2023 was $509,000, a decrease of 0.3% compared to the median price in 2022. The activity in the single-family and condominium market has slowed down due to high mortgage rates and home prices and a lack of inventory as homeowners who have relatively low rates on their existing mortgage are reluctant to sell their homes.

Maui County is the second largest real estate market in Hawaii. Sales of existing single-family homes on Maui totaled 729 units in 2023, a 28.7% decrease compared to the number of units sold in 2022. The median price paid for a single-family home in Maui County in 2023 was $1.2 million, an increase of 8.6% compared to the median price in 2022. The number of condominium sales totaled 969 units in 2023, a decrease of 36.3% compared to the number of units sold in 2022. The median price paid in Maui County for condominiums in 2023 was $833,000, a 7.4% increase compared to the median price in 2022. The median price of single-family homes and condominium prices in Maui County continued to rise in 2023 because of the strong demand for housing and stress on the existing inventory of homes available for sale due to the wildfires.

Competition

Territorial faces intense competition in its market area both in making loans and attracting deposits. Territorial competes with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, Fintech, mutual funds, insurance companies, and investment banking firms. Some of Territorial’s competitors have greater name recognition and market presence that benefit them in attracting business and offer certain services that Territorial does not or cannot provide.

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Territorial’s deposit sources are primarily concentrated in the communities surrounding its banking offices, located in all four counties in the State of Hawaii. As of June 30, 2023 (the latest date for which information is publicly available), Territorial ranked fifth in FDIC insured deposit market share in the State of Hawaii (out of 13 banks and thrift institutions with offices in Hawaii), with a 2.9% market share. As of that date, Territorial’s largest market share was in the County of Hawaii, where it ranked fifth in deposit market share (out of eight banks and thrift institutions with offices in the County) with a 4.4% market share.

Lending Activities

Territorial’s primary lending activity is the origination of one- to four-family residential mortgage loans. To a much lesser extent, Territorial also originates home equity loans and lines of credit, construction, commercial and other nonresidential real estate loans, consumer loans, multi-family mortgage loans and commercial business loans.

One- to Four-Family Residential Mortgage Loans. At June 30, 2024, $1.3 billion, or 97.1% of Territorial’s total loan portfolio, consisted of one- to four-family residential mortgage loans. Territorial offers conforming, fixed-rate and adjustable-rate residential mortgage loans with maturities generally up to 30 years. Historically, there has been little demand for adjustable-rate mortgage loans in its market area.

One- to four-family residential mortgage loans are generally underwritten according to Freddie Mac guidelines, and Territorial refers to loans that conform to such guidelines as “conforming loans”. Territorial generally originates both fixed- and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which is $1,149,825 for single-family homes located in the State of Hawaii for 2024. Territorial also originates loans above this amount, which are referred to as “jumbo loans”. Territorial generally originates fixed-rate jumbo loans with terms of up to 30 years. Territorial has not originated significant amounts of adjustable-rate jumbo loans in recent years due to customer preference for fixed-rate loans in its market area. Territorial generally underwrites jumbo loans in a manner similar to conforming loans. Jumbo loans are not uncommon in its market area.

Territorial may originate loans with loan-to-value ratios in excess of 80%, up to and including a loan-to-value ratio of 100%. Territorial generally requires private mortgage insurance for loans with loan-to-value ratios in excess of 80%. During the six months ended June 30, 2024, it did not originate any one- to four-family mortgage residential mortgage loans with loan-to-value ratios in excess of 80%. During the year ended December 31, 2023, it originated $1.5 million of one- to four-family residential mortgage loans with loan-to-value ratios in excess of 80%. Territorial offers a variety of credit programs for low- to moderate-income and first-time home purchasers. These include its first time home purchaser program, where the borrower will receive up to a 50 basis point reduction in points charged in connection with the loan. Territorial also originates first mortgage loans to lower-income individuals who reside in rural census tracts where the U.S. Department of Agriculture will issue a second mortgage and complete the underwriting of the loan, subject to its review before origination. Territorial also offers both Federal Housing Administration (FHA) and Veterans Administration (VA) fixed-rate loans.

Other than its loans for the construction of one- to four-family residential mortgage loans (described under “—Nonresidential Real Estate Loans” below), Territorial currently does not originate new “interest only” mortgage loans on one- to four-family residential properties (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). Territorial also does not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on their loan, resulting in an increased principal balance during the life of the loan. Territorial does not offer “subprime loans” (loans that generally target borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (traditionally defined as nonconforming loans having less than full documentation).

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Nonresidential Real Estate Loans. Territorial’s nonresidential real estate loans consist primarily of commercial real estate loans and construction loans for residential real estate projects. These loans totaled $12.5 million, or 1.0% of its loan portfolio as of June 30, 2024. The commercial real estate properties primarily include owner-occupied light industrial properties. Territorial generally seeks to originate commercial real estate loans with initial principal balances of $1.0 million or less. Loans secured by commercial real estate totaled $8.4 million, or 0.6%, of its total loan portfolio at June 30, 2024, and consisted of ten loans outstanding with an average loan balance of approximately $842,000. All of its nonresidential real estate loans are secured by properties located in its primary market area. At June 30, 2024, its largest commercial real estate loan had a principal balance of $2.6 million and was secured by real property and improvements utilized as an office building. During the COVID-19 pandemic, this loan was modified to allow for the deferral of six months of interest to the maturity date of the loan in 2030. This loan was performing in accordance with its modified loan terms at June 30, 2024.

Commercial real estate loans generally carry higher interest rates and have shorter terms than one- to four- family residential mortgage loans. Commercial real estate loans, however, entail greater credit risks compared to one- to four-family residential mortgage loans, as they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends, in large part, on sufficient income from the property to cover operating expenses and debt service. Changes in economic conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Additionally, any decline in real estate values may be more pronounced for commercial real estate than for residential properties.

Territorial also originates a limited amount of construction loans to experienced developers, almost exclusively for the construction of residential real estate projects. Construction loans are also made to individuals for the construction of their personal residences. Construction loans to individuals are generally “interest-only” loans during the construction period, and convert to permanent, amortizing loans following the completion of construction. At June 30, 2024, construction loans totaled $2.3 million, or 0.2% of total loans receivable. At June 30, 2024, the additional unadvanced portion of these construction loans totaled $690,000.

Construction financing generally involves greater credit risk than long-term financing on improved, owner- occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, Territorial may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. In the event Territorial makes a land acquisition loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. Territorial currently does not have any land acquisition development and construction loans. Construction loans also expose Territorial to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated.

Loan Originations, Purchases, Sales and Servicing. All mortgage loans that Territorial originates are underwritten pursuant to its policies and procedures, which incorporate standard Freddie Mac underwriting guidelines. Territorial originates both adjustable-rate and fixed-rate loans. However, in its market area, customer demand is primarily for fixed-rate loans. Territorial’s loan origination and sales activity may be adversely affected by a rising interest rate environment that typically results in decreased loan demand. Most of its one- to four-family residential mortgage loan originations are generated by its branch managers and employees located in its banking offices and its additional commissioned loan officers located in its corporate headquarters. Territorial also advertises throughout its market area. Territorial also receives loans from mortgage brokers, mortgage bankers and other financial institutions that work with its staff to process and close these loans. Territorial underwrites and approves all of these loans. Territorial also obtains mortgage loan applications and

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refer these applications to other financial institutions and mortgage bankers for a fee. Mortgage loan applications are referred to other financial institutions and mortgage bankers because these companies may not require a full- appraisal of the property being mortgaged as Territorial does, may offer better loan terms and may be able to close the loan faster. In addition, Territorial may decide to refer the loan application to another company because it does not want to add a loan with the applicable type of credit quality or collateral to its loan portfolio. During the six months ended June 30, 2024, Territorial referred $772,000 of mortgage loans to other financial institutions and mortgage bankers and received fees of $4,000, and during 2023, it referred $8.1 million of such loans and received fees of $86,000.

Territorial sells loans to assist it in managing interest rate risk. Territorial sold residential mortgage loans held for sale (all fixed-rate loans, with terms of ten years or longer) with principal balances of $827,000 and $5.4 million during the years ended December 31, 2023 and 2022, respectively. Territorial did not sell any residential mortgage loans during the six months ended June 30, 2024. Territorial had one loan for $312,000 classified as held for sale at June 30, 2024 and had no loans classified as held for sale at December 31, 2023 or 2022.

Territorial sells its loans without recourse, except for normal representations and warranties provided in sales transactions. Territorial primarily sells loans on a servicing released basis where servicing is transferred to a third party at the time the loan is sold. At June 30, 2024 and December 31, 2023, Territorial was servicing loans owned by others with a principal balance of $32.1 million and $33.2 million, respectively. Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, contacting delinquent borrowers, supervising foreclosures and property dispositions in the event of unremedied defaults, making certain insurance and tax payments on behalf of the borrowers, and generally administering the loans. Territorial retains a portion of the interest paid by the borrower on the loans it services as consideration for its servicing activities. For the six months ended June 30, 2024 and the year ended December 31, 2023, Territorial received servicing fees of $43,000 and $91,000, respectively. At June 30, 2024 and December 31, 2023, substantially all of the loans serviced for Freddie Mac and Fannie Mae were performing in accordance with their contractual terms and Territorial believes that there are no material repurchase obligations associated with these loans.

Loan Approval Procedures and Authority. Territorial’s lending activities follow written, nondiscriminatory underwriting standards and loan origination procedures established by the Territorial Board of Directors. The loan approval process is intended to assess the borrower’s ability to repay the loan and value of the property that will secure the loan. To assess the borrower’s ability to repay, Territorial reviews the borrower’s employment and credit history and information on the historical and projected income and expenses of the borrower.

Territorial’s policies and loan approval limits are established by the Territorial Board of Directors. Aggregate lending relationships in amounts up to $5.0 million can be approved by designated individual officers or officers acting together with specific lending approval authority. Relationships in excess of $5.0 million require the approval of the Loan Committee of the Territorial Board of Directors.

Territorial Savings Bank also uses automated systems to underwrite one- to four-family residential mortgage loans up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which is $1,149,825 in the State of Hawaii for 2024. Territorial generally requires appraisals of all real property securing one- to four-family residential real estate loans, and on property securing home equity loans and lines of credit. All appraisers are licensed appraisers and all third-party appraisers are approved by the Territorial Board of Directors annually.

Investments

The Territorial Board of Directors has primary responsibility for establishing and overseeing its investment policy. The Territorial Board of Directors has delegated authority to implement the investment policy to its Investment Committee, consisting of its President and Chief Executive Officer, its Vice Chairman and Co-Chief Operating Officer, its Executive Vice President and Chief Financial Officer, its Executive Vice President of

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Finance, and its Vice President and Senior Treasury Analyst. The investment policy is reviewed at least annually by the Investment Committee, and any changes to the policy are subject to approval by the full Territorial Board of Directors. The overall objectives of the investment policy are to maintain a portfolio of high quality and diversified investments to maximize interest income over the long term and to minimize risk, to provide collateral for borrowings, to provide additional earnings when loan production is low, and to reduce its tax liability. The policy dictates that investment decisions give consideration to the safety of principal, liquidity requirements and potential returns. Territorial’s Executive Vice President and Chief Financial Officer executes its securities portfolio transactions as directed by the Investment Committee. All purchase and sale transactions are reported to the Territorial Board of Directors on a monthly basis.

Territorial’s current investment policy permits investments in securities issued by the United States Government as well as mortgage-backed securities and direct obligations of Fannie Mae, Freddie Mac, and Ginnie Mae. The investment policy also permits, with certain limitations, investments in certificates of deposit, bank-owned life insurance, collateralized mortgage obligations, municipal securities, and stock in the Federal Home Loan Bank (FHLB) and the Federal Reserve Bank (FRB). Territorial purchases stock in the FHLB in order to obtain services such as demand deposit accounts, certificates of deposit, security safekeeping services, and borrowings in the form of advances. As a member of the Federal Reserve System, Territorial is required to hold stock in the FRB.

Territorial’s current policies do not permit hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests, or stripped mortgage-backed securities. As of June 30, 2024 and December 31, 2023, Territorial held no asset-backed securities other than mortgage-backed securities. As a state savings bank, Territorial Savings Bank is not permitted to invest in equity securities.

The Investments — Debt and Equity Securities topic of the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) requires that, at the time of purchase, Territorial designates a security as either held-to-maturity, available-for-sale, or trading, based upon its ability and intent to hold the security until maturity. Securities in the available-for-sale and trading classifications are reported at fair market value and securities in the held-to-maturity classification are reported at amortized cost. A periodic review and evaluation of the available-for-sale and held-to-maturity securities portfolios is conducted to determine if the fair market value of any security has declined below its carrying value and whether an allowance for credit losses, charge to earnings or other comprehensive loss is necessary. Held-to-maturity securities utilize the current expected credit loss (“CECL”) methodology to estimate expected credit losses. Available-for-sale securities in an unrealized loss position are evaluated for impairment. If Territorial does not have the intent to sell a security and it is not more likely than not that Territorial will be required to sell a security, impairment occurs when the present value of the remaining cash flows is less than the remaining amortized cost basis. The difference between the present value of remaining cash flows and the remaining amortized cost basis is considered a credit loss. If a credit loss has occurred, impairment is recorded by writing down the value of a security to the present value of remaining cash flows as a charge to earnings. The difference between the book value of the security after the write down and the fair market value is considered as other comprehensive loss, which is a reduction of stockholders’ equity.

Territorial’s investment securities at June 30, 2024 consisted of held-to-maturity and available-for-sale mortgage-backed securities with a carrying value of $666.1 million and $19.1 million, respectively. Territorial’s investment securities at December 31, 2023 consisted of held-to-maturity and available-for-sale mortgage-backed securities with a carrying value of $685.7 million and $20.2 million, respectively. At each of these dates, all of its mortgage-backed securities were issued by Fannie Mae, Freddie Mac, or Ginnie Mae. At each of these dates, none of the collateral underlying its securities portfolio was considered subprime or Alt-A, and Territorial did not hold any common or preferred stock issued by Freddie Mac or Fannie Mae as of that date. The fair values of its securities are usually based on published or security dealers’ market values.

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Mortgage-backed securities are securities issued in the secondary market that are collateralized by pools of mortgages. Certain types of mortgage-backed securities are commonly referred to as “pass-through” certificates because the principal and interest of the underlying loans is “passed through” to investors, net of certain costs, including servicing and guarantee fees. Mortgage-backed securities typically are collateralized by pools of one- to four-family or multi-family mortgages. Territorial invests primarily in mortgage-backed securities backed by one- to four-family mortgages. The interest rate of the security is lower than the interest rates of the underlying loans to allow for payment of servicing and guarantee fees. Ginnie Mae, a United States Government agency, and government-sponsored enterprises, such as Fannie Mae and Freddie Mac, either guarantee the payments or guarantee the timely payment of principal and interest to investors. Mortgage-backed securities are more liquid than individual mortgage loans since there is an active trading market for such securities. In addition, mortgage- backed securities may be used to collateralize public deposits and borrowings. Investments in mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or accretion of any discount relating to such interests, thereby affecting the net yield on its securities.

Sources of Funds

General. Deposits traditionally have been its primary source of funds for its investment and lending activities. Territorial also borrows from the FHLB, FRB, and from securities dealers through securities sold under agreements to repurchase to supplement cash flow needs, to lengthen the maturities of liabilities for interest rate risk management purposes and to manage its cost of funds. Territorial’s additional sources of funds are loan and security repayments, maturing investments, retained earnings, income on other earning assets, and the proceeds of loan and security sales.

Deposits. At June 30, 2024, deposits totaled $1.6 billion, or 82.1% of total liabilities and at December 31, 2023, deposits totaled $1.6 billion, or 82.4% of total liabilities. Territorial offers a variety of deposit accounts with a range of interest rates and terms. Territorial’s deposit accounts consist of passbook and statement savings accounts, certificates of deposit, money market accounts, commercial and regular checking accounts, and Super NOW accounts. Historically, Territorial has not accepted brokered deposits. Territorial accepts deposits primarily from the areas in which its offices are located. Territorial relies on its competitive pricing and products, convenient locations, and quality customer service to attract and retain deposits.

Interest rates paid, maturity terms, service fees, and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies, market interest rates, liquidity requirements, and its deposit growth goals.

Borrowings. Territorial’s borrowings consist of advances from the FHLB and the FRB Bank Term Funding Program (BTFP), and funds borrowed from securities sold under agreements to repurchase. At June 30, 2024, its FHLB advances totaled $237.0 million, or 12.4% of total liabilities, FRB BTFP advances totaled $50.0 million, or 2.6% of total liabilities, and securities sold under agreements to repurchase totaled $10.0 million, or 0.5% of total liabilities. At June 30, 2024, Territorial had access to additional FHLB and FRB advances of up to $593.5 million and $224.4 million, respectively. At December 31, 2023, its FHLB advances totaled $242.0 million, or 12.2% of total liabilities, FRB BTFP advances totaled $50.0 million, or 2.5% of total liabilities, and securities sold under agreements to repurchase totaled $10.0 million, or 0.5% of total liabilities. At December 31, 2023, Territorial had access to additional FHLB and FRB advances of up to $612.6 million and $207.2 million, respectively. Advances from the FHLB are secured by its investment in the common stock of the FHLB as well as by a blanket pledge on its assets not otherwise pledged. Advances from the FRB BTFP are secured by mortgage-backed securities. Securities sold under agreements to repurchase are secured by mortgage-backed securities.

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Subsidiary Activities

Territorial Savings Bank owned 100% of the common stock of Territorial Financial Services, Inc., a Hawaii corporation that was authorized to engage in insurance activities. At December 31, 2023, Territorial Savings Bank’s investment in Territorial Financial Services, Inc. was $12,000, and Territorial Financial Services, Inc. had assets of $74,000. Territorial Financial Services, Inc. ceased operations and was dissolved on June 27, 2024.

Personnel

As of June 30, 2024, Territorial had 218 full-time employees and 10 part-time employees. Territorial’s employees are not represented by any collective bargaining group. Management believes that it has a good working relationship with its employees.

Territorial views its employees as its most important asset. Territorial recognizes that its success depends on training and developing its employees. Territorial provides job training and personal development opportunities by offering classes which can be attended online or in person.

Territorial provides a competitive compensation and benefits program to help meet the needs of its employees. In addition to salaries, these programs include an employee stock ownership plan, a 401(k) Plan, healthcare and insurance benefits, flexible spending accounts, paid time off, family leave, and an employee assistance program. These programs may also include annual bonuses and a 401(k) Plan employer matching and annual contributions.

Properties

Territorial operates from its corporate office in Honolulu, Hawaii, and from its 28 full-service branches located in the State of Hawaii. Of its 28 branches, 23 are located on the island of Oahu, and all but one of its branches are leased properties. The net book value of its premises, land and equipment was $7.1 million at June 30, 2024.

In August 2023, wildfires on the island of Maui destroyed Territorial’s Lahaina branch office. Territorial’s branch was leased and the leasehold improvements and furniture and fixtures had a book value of $5,000, which was written off in the quarter ended September 30, 2023.

Legal Proceedings

From time to time, Territorial is involved as plaintiff or defendant in various legal proceedings arising in the ordinary course of business. At June 30, 2024, Territorial was not involved in any legal proceedings, the outcome of which it believes would be material to its financial condition or results of operations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF TERRITORIAL BANCORP INC.

You should read this discussion in conjunction with the Consolidated Financial Statements of Territorial and the related notes to such Consolidated Financial Statements that appear elsewhere in this proxy statement/ prospectus.

Overview

Territorial has historically operated as a traditional thrift institution. The significant majority of Territorial’s assets consist of long-term, fixed-rate residential mortgage loans and mortgage-backed securities, which Territorial has funded primarily with deposit inflows, cash balances at the Federal Reserve Bank, loan and securities repayments, advances from the Federal Home Loan Bank and the Federal Reserve Bank, proceeds from securities sold under agreements to repurchase, and proceeds from loan and security sales. As a result, Territorial may be vulnerable to increases in interest rates, as its interest-bearing liabilities mature or reprice more quickly than its interest-earning assets, as occurred in 2023.

Territorial has continued its focus on originating one- to four-family residential real estate loans. Territorial’s emphasis on conservative loan underwriting has resulted in continued low levels of nonperforming assets. Territorial’s nonperforming assets, which include nonaccrual loans, $1.2 million, or 0.06% of total assets at June 30, 2024, compared to $2.3 million, or 0.10% of total assets at December 31, 2023, and $2.3 million, or 0.11% of total assets at December 31, 2022. Territorial recorded a reversal of credit loss provisions of $7,000 and credit loss provisions of $112,000 during the six months ended June 30, 2024 and 2023, respectively. The reversal of provision for credit losses in the six months ended June 30, 2024 was primarily due to a decrease in the loans in the real estate portfolio which was partially offset by an increase in loans in the consumer loan portfolio. The provision for credit losses in the six months ended June 30, 2023 was primarily due to decreases in forecasted prepayments and recoveries in the real estate portfolio which increased estimated future losses on real estate loans. Territorial recorded a reversal of credit loss provisions of $3,000 and a reversal of loan loss provisions of $576,000 under ASC 310 for the years ended December 31, 2023 and 2022, respectively. The reversal of credit loss provisions in 2023 was primarily due to a decrease in Territorial’s real estate portfolio’s forecasted charge-offs that was partially offset by a decrease in its forecasted prepayments. The reversal of loan loss provisions in 2022 occurred primarily due to improvements in the qualitative factors used to calculate the allowance for loan losses due to decreases in Hawaii’s unemployment rate and in the amount of loans in the loan payment deferral program.

All of Territorial Savings Bank’s investments in mortgage-backed securities and collateralized mortgage obligations have been issued by Freddie Mac or Fannie Mae, which are U.S. government-sponsored enterprises, or Ginnie Mae, which is a U.S. government agency. These agencies guarantee the payment of principal and interest on Territorial Savings Bank’s mortgage-backed securities. Territorial does not own any preferred stock issued by Fannie Mae or Freddie Mac. As of June 30, 2024, December 31, 2023, and December 31, 2022, Territorial’s additional borrowing capacity at the Federal Home Loan Bank of Des Moines was $593.5 million, $612.6 million, and $769.1 million, respectively. As of June 30, 2024, December 31, 2023, and December 31, 2022, Territorial’s additional borrowing capacity at the Federal Reserve Bank was $224.4 million, $207.2 million, and $4.5 million, respectively.

Critical Accounting Policies and Estimates

Territorial considers accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. Territorial considers the following to be its critical accounting policies:

Allowance for Credit Losses (ACL) on Loans and Securities. Territorial’s determination of the amount of its allowance for credit loss (which we refer to as “ACL”) is a critical accounting estimate and includes

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Management’s estimate of future credit losses. Loans are charged-off against the ACL when Management believes a loan is uncollectable and credited if subsequent recoveries are made. Changes in the ACL, and the related loan loss provision, can materially affect net income.

On January 1, 2023, Territorial adopted ASC 326, Financial Instruments – Credit Losses to estimate its allowance for credit losses. This standard is known as the current expected credit loss standard and replaces the incurred loss approach. CECL requires an estimate of the credit losses expected over the life of financial instruments. The incurred loss approach delays the recognition of a credit loss until the “probable” loss event was “incurred”. The allowance for credit losses is an estimate that is subject to uncertainty due to the assumptions and significant judgements used in the estimation process.

The estimate of the allowance for credit losses using the CECL approach is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of loans. The historical loss experience is the starting point for estimating expected credit losses. Territorial considers whether the historical loss experience should be adjusted for asset specific risk characteristics or current conditions at the reporting date that did not exist over the historical reporting period. These qualitative adjustments can include changes in the economy, loan underwriting standards, and delinquency trends. Territorial then considers future economic conditions as part of the one-year reasonable and supportable forecast period. The one-year reasonable and supportable forecast period includes estimates of economic conditions which affect the performance of the loan portfolios. After the one-year reasonable and supportable forecast period, losses are based on historical loss rates, or reversion rate, for the remaining expected life of the loan.

Territorial’s loan portfolio is segmented into three pools for estimating its allowance for credit losses on loans: real estate, commercial, and consumer loans. They were established upon the adoption of ASU 2016-13. Only three pools are used to segment Territorial’s loan portfolio because loans within the pools share similar risk characteristics and were originated using similar underwriting standards. Loans that do not share similar risk characteristics would be evaluated on an individual basis and excluded from the collective evaluation. Historically, Territorial has disclosed information about its loans and allowance based on class of financing receivable. The portfolio segments align with the class of financing receivables as follows:

Collateral dependent loans are not considered to share the same risk characteristics with the three pools discussed above. A loan is considered to be collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For loans which are considered to be collateral dependent, Territorial has elected to estimate the expected credit loss based on the fair value of the collateral less selling costs. If the fair value of the collateral less selling costs is less than the loan’s amortized cost basis, Territorial records a partial charge-off to reduce the loan’s amortized cost basis for the difference between the collateral fair value less selling costs and the amortized cost basis.

The historical loss experience of the real estate and consumer loan pools were determined using a vintage method. This method tracks loss and prepayment activity of loans that are originated during a specified time period, or vintage, over the course of the loan’s term. The pool’s loss and prepayment reversion rates are calculated as a percentage of the net loss and prepayments to the original loan balance. The historical loss experience of the commercial loan pool was determined using a reporting period method. This method measures historical losses incurred during a specified reporting period. The pool’s loss and prepayment reversion rates are calculated as a percentage of the beginning balance of the reporting period.

The amortized cost of the real estate pool totaled $1.3 billion at June 30, 2024 and represented 98.6% of Territorial’s total loans. The amortized cost of the consumer and commercial loan pools totaled $18.8 million at

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June 30, 2024 and represented 1.4% of Territorial’s total loans. The amortized cost of the real estate pool totaled $1.3 billion at December 31, 2023 and represented 98.9% of Territorial’s total loans. The amortized cost of the consumer and commercial loan pools totaled $14.4 million at December 31, 2023 and represented 1.1% of Territorial’s total loans.

The allowance for credit losses is generally sensitive to economic conditions and assumptions built into the model that estimates credit losses. As of December 31, 2023, the residential real estate pool represents 98.9% of Territorial’s loans and changes in economic factors for the consumer and commercial pools would not have a material impact on the allowance. For the residential real estate portfolio, the Hawaii Housing Price Index (which we refer to as “HPI”) and National Mortgage Rates are used to project net charge-offs. A negative change in the forecasted Hawaii HPI equivalent to 25% of the change similar to what occurred during the 2007 to 2009 Great Recession and a 0.5% decrease in National Mortgage rates would lead to a small increase in the rate of delinquencies and consequently charge-offs for these borrowers. For the allowance on November 30, 2023, the changes above would increase the quantitative forecast component of the allowance for these loans by 0.041%, or 0.027%, to 0.068%. This would increase the dollar losses by $42,000 over a 12-month forecast. The net charge-offs on the residential real estate pool was based on the 2007 to 2009 Great Recession period. If only 2007 was used to calculate the net charge-offs on the residential real estate pool, the allowance for credit losses at November 30, 2023 would increase by approximately $1.0 million. If the 2007 to 2008 period was used to calculate the net charge-offs on the residential real estate pool, the allowance for credit losses at November 30, 2023, would increase by approximately $600,000. Due to the low historical loss rates, small changes in the economic cycle will have nominal impacts on the overall allowance. This sensitivity analysis is hypothetical and provided only to indicate the potential impact changes in economic conditions and the effect these assumptions may have on the allowance estimate. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others.

Territorial is required to utilize the CECL methodology to estimate expected credit losses with respect to held-to-maturity (which we refer to as “HTM”) investment securities. Since all of Territorial’s HTM investment securities were issued by U.S. government agencies or U.S. government-sponsored enterprises, which include the explicit and/or implicit guarantee of the U.S. government and have a long history of no credit losses, Territorial has not recorded a credit loss on these securities. The unrealized losses on these securities were due to changes in interest rates, relative to when the securities were purchased, and are not due to decreases in the credit quality of the securities.

Available-for-sale (which we refer to as “AFS”) investment securities in an unrealized loss position are evaluated for impairment. Territorial first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the investment securities amortized cost basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, Territorial evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the investment security are 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 ACL 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 an ACL is recognized in other comprehensive income. Territorial has not recorded an ACL related to its AFS investment securities.

Deferred Tax Assets. Deferred tax assets and liabilities are recognized for the estimated future tax effects attributable to temporary differences and carryforwards. A valuation allowance may be required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the

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scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not Territorial will realize the benefits of these deductible differences. There was no valuation allowance for deferred tax assets as of June 30, 2024 and December 31, 2023 and 2022.

Defined Benefit Retirement Plan. Defined benefit plan obligations and related assets of Territorial’s defined benefit retirement plan are presented in Note 17 of the Notes to Consolidated Financial Statements of Territorial at and for the years ended December 31, 2023 and 2022. Effective December 31, 2008, the defined benefit retirement plan was frozen and all plan benefits were fixed as of that date. Plan assets, which consist primarily of marketable equity securities and mutual funds, are typically valued using market quotations. Plan obligations and the annual pension expense are determined by an independent actuary through the use of a number of assumptions. Key assumptions in measuring the plan obligations include the discount rate and the expected long-term rate of return on plan assets. In determining the discount rate, Territorial utilizes a yield that reflects the top 50% of the universe of bonds, ranked in the order of the highest yield. These bonds provide cash flows that match the timing of expected benefit payments. Asset returns are based upon the anticipated average rate of earnings expected on the invested funds of the plans.

At December 31, 2023, Territorial used weighted-average discount rates of 5.40% and 5.10% for calculating annual pension expense and projected plan liabilities, respectively, and an expected long-term rate of return on plan assets of 6.75% for calculating annual pension expense. For both the discount rate and the asset return rate, a range of estimates could reasonably have been used, which would affect the amount of pension expense and pension liability recorded.

A decrease in the discount rate or an increase in the asset return rate would have reduced Territorial’s pension expense in 2023, while an increase in the discount rate or a decrease in the asset return rate would have the opposite effect. A 25 basis point decrease in the discount rate assumptions would have decreased Territorial’s 2023 pension expense by $2,000 and would have increased the year-end 2023 pension liability by $392,000, while a 25 basis point decrease in the asset return rate would have increased the 2023 pension expense by $44,000.

Comparison of Financial Condition

Assets. At June 30, 2024, total assets were $2.2 billion, a decrease of $71.3 million, or 3.2%, from December 31, 2023. The decrease in assets was primarily due to a $43.9 million decrease in cash and cash equivalents, a $20.7 million decrease in total investment securities, and a $7.2 million decrease in total loans.

At December 31, 2023, Territorial’s total assets were $2.2 billion, an increase of $67.1 million, or 3.1%, from December 31, 2022. The increase was primarily caused by an $86.1 million increase in cash and cash equivalents and an $8.7 million increase in total loans, which were partially offset by a $32.7 million decrease in total investment securities.

Cash and Cash Equivalents. Cash and cash equivalents were $82.8 million at June 30, 2024, a decrease of $43.9 million, or 34.6%, since December 31, 2023. The decrease in cash and cash equivalents was primarily caused by a $63.9 million decrease in deposits, which was partially offset by a $20.7 million decrease in total investment securities, which is described below.

At December 31, 2023, Territorial’s cash and cash equivalents were $126.7 million, an increase of $86.1 million, or 212.3%, from $40.6 million at December 31, 2022. The increase was primarily due to a $101.0 million increase in Federal Home Loan Bank advances, a $50.0 million increase in Federal Reserve Bank advances, and a $32.7 million decrease in total investment securities, which was partially offset by a $79.5 million decrease in deposits and an $8.7 million increase in total loans. Territorial increased liquidity during 2023 in response to recent market concerns in the banking industry.

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Loan Portfolio Composition. The following table sets forth the composition of Territorial’s loan portfolio at the dates indicated.

During the six months ended June 30, 2024, the loan portfolio decreased by $7.2 million, or 0.6%. The decrease in the loan portfolio primarily occurred as principal repayments exceeded the origination of new loans. During the year ended December 31, 2023, total loans increased by $11.6 million as new loan originations exceeded loan repayments and sales.

Loan Portfolio Maturities and Yields. The following table summarizes the scheduled maturities of Territorial’s loan portfolio at June 30, 2024. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less.

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The following table sets forth the scheduled repayments of fixed- and adjustable-rate loans at June 30, 2024 that are contractually due after June 30, 2025.

Securities. Total investment securities, including $19.1 million of investment securities available for sale, were $685.2 million at June 30, 2024, or 31.6% of total assets. During the six months ended June 30, 2024, the investment securities portfolio decreased by $20.7 million, or 2.9%. The decrease in the investment securities balance was primarily due to principal repayments. All of the mortgage-backed securities were issued by Fannie Mae, Freddie Mac, or Ginnie Mae. At June 30, 2024, none of the underlying collateral for the securities consisted of subprime or Alt-A (traditionally defined as nonconforming loans having less than full documentation) loans.

At December 31, 2023, total investment securities, including $20.2 million of investment securities available for sale, were $705.9 million, or 31.6% of assets. The investment securities portfolio decreased from $738.6 million at December 31, 2022 as repayments exceeded security purchases. All of the mortgage-backed securities were issued by Fannie Mae, Freddie Mac, or Ginnie Mae. At December 31, 2023, none of the underlying collateral consisted of subprime or Alt-A loans (traditionally defined as nonconforming loans having less than full documentation). At December 31, 2023, Territorial held no common or preferred stock of Fannie Mae or Freddie Mac.

Any unrealized loss on individual mortgage-backed securities as of June 30, 2024 and December 31, 2023 and 2022 was caused by increases in market interest rates subsequent to purchase. All of Territorial’s mortgage- backed securities are guaranteed by U.S. government-sponsored enterprises or a U.S. government agency. Since the decline in market value has been attributable to changes in interest rates and not credit quality, Territorial continues to have the intent not to sell these investments, and it is not more likely than not that it will be required to sell such investments prior to the recovery of the amortized cost basis. No allowance for credit losses was recorded for these securities as of June 30, 2024 or December 31, 2023. Prior to the adoption of ASU 2016-13, Territorial did not consider any of its securities to be other-than-temporarily impaired.

Portfolio Maturities and Coupons. The composition and maturities of the investment securities portfolio at June 30, 2024 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. No tax-equivalent adjustments have been made, as Territorial did not hold any tax-free investment securities at June 30, 2024.

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Bank-Owned Life Insurance. Territorial invests in bank-owned life insurance to provide it with a funding source for its benefit plan obligations. Bank-owned life insurance also generally provides noninterest income that is nontaxable. Interagency federal guidance generally limits Territorial’s investment in bank-owned life insurance to 25% of Territorial Saving’s Bank’s Tier 1 capital plus its allowance for credit/loan losses. At June 30, 2024, this limit was $61.0 million, and Territorial had invested $49.1 million in bank-owned life insurance at that date.

Deposits. Deposits totaled $1.6 billion, or 82.1% of total liabilities at June 30, 2024 and $1.6 billion, or 82.4% of total liabilities at December 31, 2023. Territorial offers a variety of deposit accounts with a range of interest rates and terms. Territorial’s deposit accounts consist of savings accounts, certificates of deposit, money market accounts, commercial and regular checking accounts, and Super NOW accounts. Historically, Territorial has not accepted, and does not currently have, brokered deposits. Territorial accepts deposits primarily from the areas in which its offices are located. Territorial relies on its competitive pricing and products, convenient locations and quality customer service to attract and retain deposits.

Interest rates paid, maturity terms, service fees, and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies, market interest rates, liquidity requirements, and Territorial’s deposit growth goals.

During the six months ended June 30, 2024, deposits decreased by $63.9 million, or 3.9% since December 31, 2023. The decrease in deposits was primarily due to decreases of $37.5 million in passbook savings accounts, $25.7 million in checking accounts, and $1.3 million in money market accounts. The decrease in deposits occurred primarily as customers sought higher interest rates than what Territorial offers.

During the year ended December 31, 2023, Territorial’s deposits decreased by $79.5 million, or 4.6% since December 31, 2022. The decrease in deposits was primarily due to decreases of $171.6 million in savings accounts and $7.6 million in checking accounts, which were partially offset by an increase of $102.7 million in certificates of deposit during the year ended December 31, 2023. The changes in deposits occurred primarily as customers transferred funds from savings accounts with relatively low interest rates to Territorial’s certificates of deposit with higher interest rates or withdrew their deposits and sought higher interest rates elsewhere.

At June 30, 2024, Territorial had a total of $532.0 million in certificates of deposit, of which $511.3 million had remaining maturities of one year or less. Territorial has the ability to attract and retain deposits by adjusting the interest rates offered.

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The following tables set forth the distribution of Territorial’s average total deposit accounts (including interest-bearing and non-interest-bearing deposits), by account type, for the periods indicated.

The following table sets forth Territorial’s estimate of uninsured deposits (in excess of the federal deposit insurance limit of $250,000) that is calculated on the same basis used for regulatory reporting. Territorial has no deposits that are uninsured for any other reason.

As of June 30, 2024, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $250,000 was $267.3 million. As of June 30, 2024, certificates of deposit owned by state and local governments in amounts greater than or equal to $250,000 was $149.4 million, and was collateralized by

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mortgage-backed securities. The following table sets forth the maturity of certificates of deposit in amounts greater than or equal to $250,000 as of June 30, 2024.

Borrowings. Total borrowings were $297.0 million at June 30, 2024 and $302.0 million at December 31, 2023, compared to $151.0 million at December 31, 2022. Territorial’s borrowings consist of advances from the Federal Home Loan Bank and Federal Reserve Bank and funds borrowed under securities sold under agreements to repurchase. At June 30, 2024, Territorial’s Federal Home Loan Bank advances totaled $237.0 million, or 12.4% of total liabilities, compared with $242.0 million, or 12.2% of total liabilities at December 31, 2023 and $141.0 million, or 7.4% of total liabilities at December 31, 2022. At June 30, 2024, Territorial’s Federal Reserve Bank advances totaled $50.0 million, or 2.6% of total liabilities, compared to $50.0 million, or 2.5% of total liabilities at December 31, 2023. Territorial had no Federal Reserve Bank advances at December 31, 2022. At June 30, 2024 and December 31, 2023 and 2022, Territorial’s securities sold under agreements to repurchase totaled $10.0 million, or 0.5% of total liabilities. At June 30, 2024 and December 31, 2023 and 2022, Territorial had the capability to borrow up to $593.5 million, $612.6 million, and $769.1 million in the form of additional advances from the Federal Home Loan Bank, respectively, and $224.4 million, $207.2 million, and $4.5 million from the Federal Reserve Bank, respectively.

Stockholders’ Equity. Total stockholders’ equity was $249.2 million at June 30, 2024, a decrease of $1.9 million, or 0.8%, from $251.1 million at December 31, 2023. The decrease in stockholders’ equity was primarily due to the net loss, an increase in the unrealized loss on available-for-sale securities, and dividends declared.

At December 31, 2023, total stockholders’ equity was $251.1 million, a decrease of $5.5 million, or 2.1%, from $256.6 million at December 31, 2022. The decrease in stockholders’ equity occurred primarily due to dividends declared, shares repurchased, and the reduction of retained earnings from the adoption of the CECL accounting standard exceeding net income.

Average Balances and Yields

The following tables set forth average balances, yields and rates, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as Territorial did not hold any tax-free investments. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances and are included with accrual loans in the tables. However, no interest income was attributed to nonaccrual loans. The yields set forth below include the effect of net deferred costs, discounts, and premiums that are amortized or accreted to interest income of $126,000 and $102,000 for the six months ended June 30, 2024 and 2023, respectively, and $190,000 and $103,000 for the years ended December 31, 2023 and 2022, respectively.

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