Hancock Whitney Receives Regulatory Approval and Shareholder Vote for One Florida Bank Acquisition

Regulatory Path Clears for Mississippi-Based Bank's Expansion Into Florida Market

Hancock Whitney Corporation, a Mississippi-based financial services company headquartered in Gulfport, has obtained all necessary regulatory approvals required to complete its acquisition of OFB Bancshares, Inc. The company disclosed in its July 20, 2026, update that the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Mississippi Department of Banking and Consumer Finance all issued regulatory approval or confirmation of non-objection to the proposed transaction. This regulatory clearance represents a significant milestone in the company's expansion strategy into Florida's banking market through the acquisition of One Florida Bank.

The regulatory approval process involved multiple layers of oversight typical for acquisitions in the banking sector. The Federal Reserve and FDIC reviews focused on prudential considerations, including capital adequacy, liquidity, and competitive factors. The Mississippi Department of Banking and Consumer Finance provided state-level oversight given Hancock Whitney's incorporation and principal place of business in Mississippi. Completion of these regulatory reviews demonstrates that the acquiring company's plans meet the established criteria for approval by responsible banking authorities.

Shareholder Approval Granted for Merger Agreement Implementation

OFB Bancshares' shareholders voted to approve the merger agreement at a special meeting held on July 20, 2026. This shareholder approval constitutes a required condition for completing the proposed acquisition and reflects the targeted company's stockholders' endorsement of the transaction terms. The disclosure indicates that the merger agreement had been previously negotiated and disclosed to shareholders prior to the special meeting, allowing stockholders adequate time to review the transaction details and make an informed voting decision.

Shareholder approval at the target company level is a standard requirement in acquisition transactions and provides legal authority to the target company's board of directors to proceed with consummation of the deal. The successful shareholder vote removes a key procedural hurdle that stood between the announcement of the transaction and its potential completion. This approval, combined with regulatory clearance, substantially narrows the remaining conditions that must be satisfied before the transaction can close.

Transaction Timeline and Expected Closing Date

Hancock Whitney Corporation initially announced the proposed acquisition of OFB Bancshares on May 15, 2026. The company disclosed in the July 20, 2026, update that the transaction is expected to close on or about August 1, 2026. This timeframe represents approximately two and one-half months from the original announcement date to anticipated consummation, which is consistent with the regulatory review period typical for regional banking acquisitions of this size and scope.

The anticipated August 1, 2026, closing date is contingent upon satisfaction of other customary closing conditions as disclosed in the merger agreement. While the major regulatory and shareholder approvals have been obtained, the company cautioned that certain customary closing conditions remain outstanding. These conditions typically include matters such as final regulatory filings, absence of material adverse changes, and confirmation of accuracy of representations and warranties made in the merger agreement. The disclosure language indicating these conditions remain subject to satisfaction suggests that closing is not guaranteed despite the regulatory and shareholder approvals already secured.

One Florida Bank Integration Into Hancock Whitney Operations

Through this acquisition, Hancock Whitney Corporation will add One Florida Bank to its banking operations. One Florida Bank operates as a subsidiary of OFB Bancshares, Inc., and serves the Florida market. The company's disclosure does not provide specific details about One Florida Bank's asset size, loan portfolio composition, deposit base, or branch network, but the characterization as an acquisition target for a regional bank operator like Hancock Whitney suggests material scale and operational significance in the Florida market.

The acquisition represents Hancock Whitney's expansion strategy into a new geographic market. Florida's banking market has attracted significant acquisition activity from regional and national operators seeking to grow their geographic footprint and customer base. By acquiring One Florida Bank, Hancock Whitney gains established customer relationships, deposit funding sources, and operational infrastructure in Florida without building these elements from the ground up through organic growth initiatives.

Risks and Uncertainties Identified by the Company

Hancock Whitney Corporation disclosed in its July 20, 2026, report that forward-looking statements regarding the acquisition, including future financial and operating results, may differ materially from actual outcomes. The company specifically identified several categories of risks that could impact acquisition results. These include changes in the level of business contracts to be acquired, the ability to retain customers and employees following the closing, receipt of certain third-party or regulatory approvals, and the ability to realize expected cost savings or other synergies from the combination.

The company further cautioned that additional factors affecting acquisition outcomes can be found in Part I, Item 1A, Risk Factors, contained in Hancock Whitney's Annual Report on Form 10-K for the year ended December 31, 2025, and in other periodic reports filed with the Securities and Exchange Commission. These risk factor disclosures are intended to provide investors with transparency regarding uncertainties inherent in the acquisition and its integration. The company noted that its statements were made as of the date of the disclosure and the company does not assume an obligation to update these statements in light of new information or future events.

Capital Structure and Subordinated Notes Securities

Hancock Whitney Corporation has subordinated notes trading on the NASDAQ under the ticker symbol HWCPZ. These 6.25% Subordinated Notes represent a component of the company's capital structure distinct from its common stock, which trades under the symbol HWC. The subordinated notes are registered securities on the NASDAQ, indicating they are publicly traded instruments available to institutional and retail investors.

The subordinated notes carry a fixed coupon rate of 6.25 percent and represent obligations of Hancock Whitney Corporation. As subordinated instruments, they rank junior to senior debt and deposits in the company's capital structure but typically rank senior to equity in bankruptcy priority. The acquisition of OFB Bancshares may have implications for the company's overall leverage ratios and capital structure composition, though the disclosure does not address specific impacts on subordinated noteholders or changes to these securities resulting from the transaction.

Regulatory Approval Sources and Banking Authority Oversight

Three distinct regulatory bodies provided approval or confirmation of non-objection to the Hancock Whitney acquisition. The Board of Governors of the Federal Reserve System serves as the primary federal regulator for state-chartered banks that are members of the Federal Reserve System. The Federal Deposit Insurance Corporation, as the federal deposit insurer, reviews acquisitions for their impact on deposit insurance fund stability and consumer protection. The Mississippi Department of Banking and Consumer Finance provides state-level oversight reflecting Hancock Whitney's domicile in Mississippi.

The staggered regulatory approval process is characteristic of banking acquisitions in the United States, where acquisitions typically require review and approval at multiple levels of regulatory oversight. Federal authorities focus on systemic stability, prudential soundness, and competitive implications, while state regulators address state-specific banking law compliance and market competition within their jurisdictions. The receipt of approval or non-objection from all three authorities indicates that the transaction satisfies regulatory requirements established under both federal banking law and Mississippi state law.

Merger Agreement Terms and Acquisition Framework

Hancock Whitney Corporation disclosed that the proposed acquisition is structured as a merger agreement providing for the acquisition of OFB Bancshares, Inc. The specific financial terms of the transaction, including the consideration to be paid, stock-and-cash mix, or valuation metrics, were not disclosed in the July 20, 2026, update. The disclosure references the agreement as "previously announced," indicating the terms were disclosed at the time of the May 15, 2026, announcement, but this subsequent disclosure focuses on regulatory and shareholder approvals rather than transaction economics.

The merger agreement framework appears to be a traditional acquisition structure in which Hancock Whitney Corporation serves as the acquiring institution and OFB Bancshares serves as the target entity to be acquired. The agreement required shareholder approval by OFB Bancshares' stockholders, which has now been obtained. The structure contemplated regulatory approval as a closing condition, which has been substantially satisfied with the receipt of approvals from the Federal Reserve, FDIC, and Mississippi banking authorities.

Market Positioning and Strategic Context

Hancock Whitney Corporation's acquisition of One Florida Bank reflects a strategic growth initiative to expand the company's geographic reach beyond its Mississippi origins. The company operates as a regional financial services institution, and entry into the Florida market through the acquisition represents an expansion of its operational footprint. Regional bank acquisitions have been a common mechanism for operators to achieve scale and geographic diversification in competitive banking markets.

The announcement of regulatory approval in mid-July 2026 provided clarity to investors regarding the likelihood of the transaction completing as originally planned. The proximity of the expected August 1, 2026, closing date to the approval announcement suggests minimal time lag between receipt of regulatory approvals and anticipated closing. This timing indicates that the company had completed substantially all preparatory work required for closing prior to receipt of regulatory approval, positioning the organization to move quickly to closing once all conditions were satisfied.