HANCOCK WHITNEY CORP 8-K

What Happened

• Hancock Whitney Corporation announced on May 15, 2026 that it entered into a definitive Agreement and Plan of Merger to acquire OFB Bancshares, Inc. under a two-step merger structure. Under the deal, OFB Bancshares’ common stockholders will receive $29.273 in cash per share at the effective time of the first merger. After the corporate mergers, OFB Bancshares’ banking subsidiary, One Florida Bank, will merge into Hancock Whitney’s banking subsidiary, Hancock Whitney Bank.

Key Details

• Cash price: $29.273 per share of OFB Bancshares common stock; stock options will be cashed out for the excess (if any) of $29.273 over the option exercise price (times shares), net of withholding.
• Structure: Two-step mergers (OFB Bancshares into a Hancock Whitney subsidiary, then into Hancock Whitney) plus a bank merger (One Florida Bank into Hancock Whitney Bank).
• Approvals & conditions: Deal completion requires OFB shareholder approval, regulatory approvals (including the Federal Reserve, FDIC, Florida Office of Financial Regulation and Mississippi Department of Banking and Consumer Finance), and no blocking court order or injunction.
• Deal protections: OFB agreed to call a shareholder meeting and recommended approval (subject to exceptions); holders representing ~23% of OFB shares committed to vote in favor. OFB must pay a $15,000,000 termination fee in certain circumstances related to alternative proposals.

Why It Matters

• This is a cash acquisition that expands Hancock Whitney’s footprint and integrates One Florida Bank into its banking operations. For investors, the transaction will immediately convert OFB common shares and options to cash at a fixed per‑share price, subject to regulatory and shareholder approvals. The outcome depends on obtaining required regulatory clearances and OFB shareholder approval; the agreement includes customary conditions, termination rights and a $15M breakup fee to protect Hancock Whitney.