Hancock Whitney Secures Regulatory and Shareholder Approval for Acquisition of One Florida Bank

Regulatory Approvals Enable Hancock Whitney's Expansion into Florida Banking Market

Headquartered in Gulfport, Mississippi, Hancock Whitney Corporation has secured all required regulatory consents to finalize its acquisition of OFB Bancshares, Inc. The July 20, 2026 update confirmed that the Federal Reserve Board, Federal Deposit Insurance Corporation (FDIC), and Mississippi Department of Banking and Consumer Finance granted approvals or non-objections for the transaction. This regulatory clearance is a critical step in Hancock Whitney's strategy to expand into Florida's banking sector by acquiring One Florida Bank.

The approval process involved comprehensive evaluations by multiple regulatory bodies, focusing on capital adequacy, liquidity, and competitive impact. The Federal Reserve and FDIC conducted prudential reviews, while the Mississippi Department of Banking and Consumer Finance provided state-level oversight due to Hancock Whitney's incorporation in Mississippi. Completion of these reviews indicates compliance with all regulatory standards.

Shareholders Approve Merger Agreement to Move Forward

At a special meeting on July 20, 2026, OFB Bancshares' shareholders voted in favor of the merger agreement, fulfilling a key condition for the acquisition's completion. The agreement had been previously disclosed, allowing shareholders sufficient time to evaluate the terms before voting. This approval authorizes OFB Bancshares' board to proceed with the merger, removing a significant procedural barrier.

Obtaining shareholder consent is a standard requirement in acquisition transactions, providing the legal framework for consummating the deal. Combined with regulatory approvals, this shareholder vote substantially advances the transaction toward closing.

Transaction Timeline and Anticipated Closing Date

Hancock Whitney Corporation initially announced the acquisition of OFB Bancshares on May 15, 2026. The July 20 update states the transaction is expected to close on or about August 1, 2026, approximately two and a half months post-announcement. This timeline aligns with typical regulatory review durations for regional bank acquisitions.

The closing date remains contingent upon satisfying customary closing conditions outlined in the merger agreement, including final regulatory filings, absence of material adverse changes, and verification of representations and warranties. While major approvals have been secured, these conditions must be met for the deal to finalize.

Integration of One Florida Bank into Hancock Whitney Operations

Through this acquisition, Hancock Whitney will incorporate One Florida Bank, a subsidiary of OFB Bancshares, into its operations, marking its entry into the Florida market. Although specific details about One Florida Bank's assets, loan portfolio, deposits, or branch network were not disclosed, the acquisition signifies a meaningful expansion for Hancock Whitney in Florida.

This move allows Hancock Whitney to leverage established customer relationships, deposit bases, and operational infrastructure in Florida, accelerating growth without relying solely on organic expansion.

Risks and Forward-Looking Statements Highlighted by Hancock Whitney

In its July 20, 2026 report, Hancock Whitney cautioned that actual financial and operating results post-acquisition may differ materially from forward-looking statements. Risks include variability in business contracts acquired, retention of customers and employees, receipt of third-party or regulatory approvals, and realization of anticipated cost savings or synergies.

Additional risk factors are detailed in Part I, Item 1A, Risk Factors of Hancock Whitney's 2025 Annual Report on Form 10-K and other SEC filings. The company emphasized that these statements are current as of the disclosure date and does not undertake an obligation to update them based on new information or future events.

Capital Structure and Subordinated Notes Information

Hancock Whitney's 6.25% Subordinated Notes trade on NASDAQ under the ticker HWCPZ. These publicly traded securities are part of the company's capital structure, distinct from its common stock (symbol HWC). The subordinated notes carry a fixed coupon and rank junior to senior debt but senior to equity in bankruptcy priority.

While the acquisition may affect Hancock Whitney's leverage and capital composition, no specific impacts on subordinated noteholders or changes to these securities were disclosed.

Regulatory Bodies Overseeing the Acquisition

The acquisition received approvals or non-objections from three regulatory authorities: the Federal Reserve Board, the FDIC, and the Mississippi Department of Banking and Consumer Finance. These bodies ensure compliance with federal and state banking laws, focusing on systemic stability, prudential soundness, deposit insurance protection, and state-specific regulations.

The multi-layered regulatory review is typical for U.S. banking acquisitions, reflecting oversight at both federal and state levels. The approvals confirm the transaction meets all regulatory requirements.

Merger Agreement Structure and Disclosure

The acquisition is structured through a merger agreement between Hancock Whitney and OFB Bancshares. Financial terms such as consideration, stock and cash mix, or valuation metrics were not included in the July 20 update but were disclosed at the May 15 announcement. The current disclosure focuses on regulatory and shareholder approvals rather than transaction financials.

The merger agreement required shareholder approval, now obtained, and regulatory approvals as closing conditions, which have been substantially met.

Strategic Growth and Market Expansion

Hancock Whitney's acquisition of One Florida Bank marks a strategic initiative to broaden its geographic presence beyond Mississippi. As a regional financial services provider, expanding into Florida enhances its operational footprint and customer base. Such acquisitions are common strategies for regional banks seeking scale and diversification.

The July 2026 regulatory approval announcement signals strong progress toward closing, with minimal delay expected before the anticipated August 1, 2026 closing date. This timing indicates thorough preparation enabling swift transaction completion once all conditions are satisfied.