Hancock Whitney (Nasdaq: HWC) plans $377.6M all-cash deal for One Florida
Rhea-AI Filing Summary
Hancock Whitney Corporation is expanding in Florida by agreeing to acquire OFB Bancshares, parent of One Florida Bank, in an all-cash transaction valued at $377.6 million for all outstanding shares and options. The deal adds a strong Orlando franchise, where One Florida Bank operates six offices and, as of March 31, 2026, reported consolidated assets of $2.1 billion, loans of $1.7 billion, and deposits of $1.9 billion. The acquisition is expected to close in the third quarter of 2026, subject to regulatory and shareholder approvals, and is projected to be immediately accretive to GAAP EPS excluding one-time costs, with an expected 2027 return on tangible common equity of 16.3% and tangible book value earnback of about four years. Hancock Whitney estimates cost savings of 40% (about $15.8 million), one-time pre-tax merger expenses of $30 million, and a post-close CET1 ratio of 11.4%, positioning the combined bank with a larger, more competitive Florida footprint.
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Insights
All-cash Florida bank deal adds scale and is modeled as EPS accretive.
Hancock Whitney is buying OFB Bancshares for $377.6 million in cash, adding a $2.1 billion-asset franchise centered in Orlando. Management highlights complementary loan and deposit mixes plus cross-sell potential, especially leveraging recently acquired Sabal trust and wealth capabilities.
The pro forma model assumes 40% cost saves, or $15.8 million, against one-time merger charges of $30 million. It also builds in a 1.47% gross credit mark on loans and a 1.0% loan rate markdown, along with a 3.0% core deposit intangible on non-time deposits, which helps frame embedded risk and value.
On this basis, the deal is projected to deliver high single-digit EPS accretion, a 2027 expected ROTCE of 16.3%, and CET1 of 11.4% at close, with tangible book value earnback in roughly four years. Actual results will depend on achieving the modeled cost saves, maintaining asset quality, and retaining OFB’s customers and staff after the anticipated Q3 2026 close.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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Item 7.01 Regulation FD Disclosure.
On May 15, 2026, Hancock Whitney Corporation (“Hancock Whitney”) and OFB Bancshares, Inc. (“One Florida”) announced that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for, among other things, the acquisition of One Florida by Hancock Whitney on the terms and conditions contained therein. The acquisition is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by the shareholders of One Florida.
A copy of the joint press release announcing the Merger agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also on May 15, 2026, Hancock Whitney made available an Investor Presentation relating to the proposed transaction, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of, and subject to the protections of, section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook," or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.
Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Statements about the proposed acquisition, including future financial and operating results, may differ materially from those set forth in the forward looking statements, including as a result of changes in the level of business contracts to be acquired, the ability to retain customers and employees following closing, receipt of certain third party or regulatory approvals and the ability to realize expected cost savings or other synergies from the acquisition. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and in other periodic reports that we file with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated May 15, 2026
99.2 Investor Presentation
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HANCOCK WHITNEY CORPORATION |
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May 15, 2026 |
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/s/ Michael M. Achary |
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Michael M. Achary |
FOR IMMEDIATE RELEASE May 15, 2026
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Exhibit 99.1 |
For more information
Ashleigh Flower Wilshire, SVP, Head of Investor Relations
504.299.5076 or ashleigh.wilshire@hancockwhitney.com
Hancock Whitney to Acquire One Florida Bank
GULFPORT, Miss. (May 15, 2026) — Hancock Whitney Corporation (Nasdaq: HWC) (“Hancock Whitney”), parent company of Hancock Whitney Bank, and OFB Bancshares, Inc., parent company of One Florida Bank, announced today that they have entered into a definitive agreement whereby Hancock Whitney will acquire OFB Bancshares, Inc., in an all-cash transaction.
“This transaction represents a significant step in our long-term growth strategy, expanding our footprint into one of the most dynamic and high-growth markets in the country,” said John M. Hairston, President and CEO of Hancock Whitney. “Orlando offers attractive demographics, strong economic fundamentals, and meaningful opportunities to deepen client relationships. By combining our scale, capital strength, and product capabilities with the local expertise of this talented team, we believe we are well-positioned to deliver enhanced value to our clients, associates, and shareholders alike.”
One Florida Bank operates five financial centers in the greater Orlando, Florida, area and one in the Florida Panhandle. As of March 31, 2026, OFB Bancshares, Inc., on a consolidated basis, reported total assets of $2.1 billion, total loans of $1.7 billion, and total deposits of $1.9 billion. This acquisition will enhance Hancock Whitney Bank’s existing financial center footprint by establishing meaningful market presence in the Orlando area.
Rick Pullum, President and CEO of One Florida Bank, commented, “We are proud of the franchise we’ve built in the Orlando market, grounded in strong client relationships and community engagement. Partnering with Hancock Whitney allows us to accelerate that momentum while gaining access to broader resources, expanded capabilities, and a larger platform for growth.”
The transaction is expected to close in the third quarter of 2026 and is expected to be immediately accretive to GAAP EPS excluding one-time costs and meets or exceeds Hancock Whitney’s minimum thresholds for Internal Rate of Return and Return on Invested Capital.
Hancock Whitney to Acquire One Florida Bank
May 15, 2026
The transaction is subject to the satisfaction of certain customary closing conditions including receipt of regulatory and OFB Bancshares, Inc., shareholder approval. Raymond James & Associates, Inc., is serving as financial advisor to Hancock Whitney and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Piper Sandler & Co. is serving as financial advisor to OFB Bancshares, Inc., and Smith Mackinnon, PA, is serving as legal advisor.
There is no conference call scheduled. A slide presentation related to the proposed transaction is included in Hancock Whitney’s 8-K filing and is also posted under the “Events & Presentations” section of the Investor Relations website at investors.hancockwhitney.com.
About Hancock Whitney
Since the late 1800s, Hancock Whitney has embodied core values of Honor & Integrity, Strength & Stability, Commitment to Service, Teamwork, and Personal Responsibility. Hancock Whitney offices and financial centers in Mississippi, Alabama, Florida, Louisiana, and Texas offer comprehensive financial products and services, including traditional and online banking; commercial and small business banking; private banking; trust and investment services; healthcare banking; and mortgage services. The company also operates combined loan and deposit production offices in the greater metropolitan areas of Nashville, Tennessee, and Atlanta, Georgia. More information is available at www.hancockwhitney.com.
About One Florida Bank
One Florida Bank was founded on a simple promise: local decision making and relationship-driven banking. From the beginning, the company has focused on building trusted partnerships grounded in deep community knowledge, responsiveness, and long-term thinking. One Florida Bank provides personalized service that delivers value, convenience, and genuine care through experienced bankers and modern technology platforms. One Florida Bank serves clients through six banking offices in Orlando, Winter Park, Longwood, Oviedo, Apopka, and Chipley, Florida, by offering a full suite of financial products including commercial, residential mortgage, and installment loans and checking, treasury management, savings, and term deposit accounts. More information is available at www.onefloridabank.com.
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Hancock Whitney to Acquire One Florida Bank
May 15, 2026
Important Cautionary Statement about Forward-Looking Statements
This release contains forward-looking statements within the meaning of, and subject to the protections of, section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook," or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.
Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Statements about the proposed acquisition, including future financial and operating results, may differ materially from those set forth in the forward looking statements, including as a result of changes in the level of business contracts to be acquired, the ability to retain customers and employees following closing, receipt of certain third party or regulatory approvals and the ability to realize expected cost savings or other synergies from the acquisition. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and in other periodic reports that we file with the SEC.
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Acquisition of One Florida Bank May 15, 2026 EX-99.2
This presentation contains forward-looking statements within the meaning of, and subject to the protections of, section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook," or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Statements about the proposed acquisition, including future financial and operating results, may differ materially from those set forth in the forward looking statements, including as a result of changes in the level of business contracts to be acquired, the ability to retain customers and employees following closing, receipt of certain third party or regulatory approvals and the ability to realize expected cost savings or other synergies from the acquisition. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and in other periodic reports that we file with the SEC. Important cautionary statement about forward-looking statements
Transaction Highlights Expanding Into High-Growth Markets Strategic expansion along the I-4 corridor in Florida into a high-growth market One Florida Bank (“OFB”)(1) is the largest independent bank in Orlando, the 3rd fastest growing large metro(2) in the U.S. Leveraging Synergies Opportunity to leverage fee income capabilities of recent Sabal Trust Company acquisition Brings together local talent, market expertise, and the breadth of the Hancock Whitney platform Complementary culture and values, similar operational and strategic ambitions Improving Financial Results Acquisition criteria and financial results align with long-term strategic goals and core values Diversified loan book and attractive deposit base complementary to Hancock Whitney franchise Attractive capital deployment opportunity to drive earnings growth Expected pro forma return on tangible common equity (ROTCE) of 16.3% in 2027 Jacksonville Orlando Tampa Tallahassee Panama City Pensacola Miami Hancock Whitney Bank (32 Financial Centers) (3) One Florida Bank (6 Financial Centers) Sabal Trust Company (4 Locations) One Florida Bank (“OFB”) is the wholly-owned banking subsidiary of OFB Bancshares, Inc. Large metro defined as MSAs with total population greater than 1 million Includes only Hancock Whitney branches located in Florida Source: S&P Capital IQ Pro
($ in millions) FY FY FY Balance Sheet 2023 2024 2025 1Q26 Consolidated Assets 1,578 1,833 2,048 2,119 Gross Loans 1,279 1,499 1,621 1,681 Consolidated Deposits 1,401 1,635 1,800 1,862 Consolidated Equity 125 145 171 178 Profitability Consolidated Net Income 12.1 14.4 22.8 6.1 Consolidated ROA (%) 0.80 0.84 1.17 1.18 Consolidated ROE (%) 10.2 10.7 14.4 14.0 Net Interest Margin (%) 3.08 3.06 3.41 3.44 Efficiency Ratio (%) 61 58 52 51 Balance Sheet Ratios Loans / Deposits (%) 91 92 90 90 Consolidated TCE / TA (%) 7.9 7.9 8.4 8.4 Asset Quality NPAs / Assets (%) 0.02 0.05 0.24 0.17 Reserves / Loans (%) 0.82 0.83 0.83 0.80 NCOs / Avg. Loans (%) 0.05 0.01 0.00 0.11 Overview of OFB Bancshares, Inc. Total Deposits 12/31/20 $s in millions Time Deposits (retail) $1,835 7% Time Deposits (brokered) $14 ― Interest-bearing public funds $3,235 12% Interest-bearing transaction & savings $10,414 37% Noninterest bearing $12,200 44% $s in billions Avg Qtrly Deposits LQA EOP growth $28.0 $26.0 $24.0 $22.0 $20.0 $18.0 $16.0 1Q20 $24.3 20% 2Q20 $26.7 37% 3Q20 $26.8 -4% 4Q20 $27.0 10% 1Q21 $27.0 10% HNCOCK WHITNEY 15 #1 Community Bank(1) in the Orlando MSA ranked by deposits Disciplined growth focused on continued profitability and pristine asset quality Operates in a desirable market with sustainable growth Well-tenured management team committed to the combined organization Financial Highlights Total Loans $1.7B Yield on Loans: 6.06% Total Deposits $1.9B Cost of Deposits: 2.22% Loan and Deposit Portfolio “Community Bank” defined as having less than $15 billion in total assets “Jumbo CDs” defined as those with balance greater than $100 thousand Note: Unaudited financial data as of March 31, 2026
Regional & Community Bank defined as less than $50 billion; excludes EverBank due to different business model and foreign headquartered banks Note: As of June 30, 2025; illustrated pro forma for pending and completed acquisitions Source: S&P Capital IQ Pro Meaningful Florida Presence Florida Regional & Community Bank Market Share(1) Orlando Market Share Complementary to Hancock Whitney’s existing Florida organization with enhanced ability to compete with regionals and super regionals through additional scale, size, comprehensive product offerings, and modern technology Approximately 21% of pro forma deposits will be based in Florida, compared to 16% for standalone Hancock Whitney Expect to be the 5th largest regional or community bank in Florida based on pro forma market share Rapidly Scaling Florida Presence # of Total Mkt. Rank Institution Branches Deposits ($M) Share (%) 1 BankUnited Inc. 49 21,636 13.9 2 Seacoast Banking Corp. of Florida 104 16,644 10.7 3 Amerant Bancorp Inc. 24 8,318 5.3 4 Home BancShares Inc. 82 8,031 5.1 Pro Forma 38 6,560 4.2 5 Ocean Bankshares Inc. 24 6,128 3.9 6 Ameris Bancorp 49 5,915 3.8 7 Bank OZK 45 5,528 3.5 8 Hancock Whitney Corp. 32 4,830 3.1 9 Capital City Bank Group Inc. 53 3,313 2.1 10 Banesco USA 6 3,268 2.1 11 First Federal Bancorp MHC 26 3,108 2.0 12 TFS Financial Corp. 15 2,916 1.9 13 Commerce Bancshares Inc. 10 2,738 1.8 14 Tampa Bay Banking Co. 13 2,725 1.7 15 United Community Banks Inc. 22 2,522 1.6 27 OFB Bancshares Inc. 6 1,730 1.1 # of Total Mkt. Rank Institution Branches Deposits ($M) Share (%) 1 Truist Financial Corp. 58 13,439 19.4 2 Bank of America Corp. 46 12,410 17.9 3 JPMorgan Chase & Co. 52 9,620 13.9 4 Wells Fargo & Co. 44 9,278 13.4 5 Regions Financial Corp. 34 2,878 4.2 6 Fifth Third Bancorp 34 2,706 3.9 7 Seacoast Banking Corp. of Florida 16 2,214 3.2 8 The Toronto-Dominion Bank 15 2,074 3.0 9 SouthState Bank Corp. 15 1,675 2.4 10 OFB Bancshares Inc. 5 1,671 2.4 11 PNC Financial Services Group Inc. 20 1,278 1.8 12 Pinnacle Financial Partners Inc. 6 1,122 1.6 13 First Horizon Corp. 9 933 1.3 14 Cogent Bancorp Inc. 2 929 1.3 15 Valley National Bancorp 6 750 1.1
Orlando – Strong Market Demographics Total Deposits 12/31/20 $s in millions Time Deposits (retail) $1,835 7% Time Deposits (brokered) $14 ― Interest-bearing public funds $3,235 12% Interest-bearing transaction & savings $10,414 37% Noninterest bearing $12,200 44% $s in billions Avg Qtrly Deposits LQA EOP growth $28.0 $26.0 $24.0 $22.0 $20.0 $18.0 $16.0 1Q20 $24.3 20% 2Q20 $26.7 37% 3Q20 $26.8 -4% 4Q20 $27.0 10% 1Q21 $27.0 10% HNCOCK WHITNEY 15 One of the nation’s fastest-growing major metros, supported by sustained population growth and in-migration Diverse and expanding economy anchored by tourism, healthcare, technology, logistics, and professional services Attractive relative affordability enhances the market’s appeal for both businesses and residents Deep labor base and pro-growth environment support continued corporate and population expansion Source: S&P Capital IQ Pro; St. Louis Federal Reserve Economic Data; CensusReporter.org HWC’s Avg. MSA Orlando MSA National Pro Forma Avg. MSA HWC’s Avg. MSA Orlando MSA National Pro Forma Avg. MSA
WEST -1,140,456 SOUTH +3,157,525 MIDWEST -512,765 NORTHEAST -1,504,304 Florida Leads Population and Income Migration Top 5 States Net Domestic Migration 1. Florida 890,348 2. Texas 812,735 3. North Carolina 476,921 4. South Carolina 379,062 5. Tennessee 292,727 Blue highlight indicates Hancock Whitney markets Fastest Growing Large MSAs (2) Population Proj. Population Median Proj. HHI Rank MSA (MM) Change (%) HHI ($) Change (%) 1 Austin-Round Rock-San Marcos, TX 2.6 9.3 110,379 14.3 2 Jacksonville, FL 1.8 8.8 84,976 9.7 3 Orlando-Kissimmee-Sanford, FL 3.0 8.3 86,099 14.6 4 Raleigh-Cary, NC 1.6 8.3 107,467 13.3 5 Houston-Pasadena-The Woodlands, TX 8.0 7.3 87,067 10.2 6 Dallas-Fort Worth-Arlington, TX 8.6 7.3 96,369 12.8 7 Charlotte-Concord-Gastonia, NC-SC 3.0 7.2 90,596 13.2 8 San Antonio-New Braunfels, TX 2.8 7.1 82,696 12.7 9 Tampa-St. Petersburg-Clearwater, FL 3.5 6.7 82,294 14.8 10 Greenville-Anderson-Greer, SC 1.0 6.7 76,852 14.3 U.S. Census Boundaries 4 Divisions (1) Based on net domestic migration from April1, 2020 to July 1, 2025 per the U.S. Census Bureau Includes MSAs with total population greater than 1 million Source: S&P Capital IQ Pro
Compelling Synergy Opportunity Hancock Whitney completed the acquisition of Sabal on May 2, 2025, expanding trust and asset management presence in Central Florida Orlando offers a venue to scale proven fee income and trust capabilities in a high-growth Florida market Ability to deepen relationships through tailored private banking solutions and other fee income offerings Opportunities for revenue synergies exist across the Hancock Whitney platform, but have not been modeled in this transaction for conservatism Fee Income Expansion Complementary Strategies and Culture Both Hancock Whitney and OFB have cultures centered around growth, teamwork, community support and associate retention and development The transaction adds OFB’s depth and granularity across the commercial real estate and C&I segments to Hancock Whitney’s loan portfolio
Expected Closing Required Approvals Personnel Projected Financial Results Transaction Overview Consideration: 100% cash Total consideration of $377.6 million for all outstanding common shares and options P / TBVPS= 200% P / 2026E Core EPS = 14.4x Franchise premium / core deposits = 11.8% Transaction Consideration & Valuation Rick Pullum, OFB President and CEO, to lead the Orlando, Jacksonville, and Panhandle markets Retention agreements in place for other key employees Customary regulatory approvals and OFB Bancshares, Inc., shareholder approval Q3 2026, subject to required approvals Transaction Assumptions Cost Savings: 40%, or $15.8 million, phased in at 75% in 2026 and 100% thereafter One-time Merger Expenses: $30 million pre-tax Gross Credit Mark: 1.47%, or $24.6 million, resulting in a net credit mark of $11.1 million; no CECL double count Loan Rate Mark: 1.0% mark down on loans Core Deposit Intangible: 3.0% of non-time deposits Revenue synergies are expected, but not modeled TBV earnback of approximately four years; consistent with stock buyback EPS accretion in the high single digits CET-1 ratio at close of 11.4%
Expected Improvement to Financial Results Note: Financial metrics are based on merger assumptions detailed herein and are not guarantees of future performance or outcomes; Hancock Whitney projections are based on analyst consensus estimates and OFB projections are based on management estimates 2027E ROTCE (%) Pro Forma 2027E Return on Assets (%) Pro Forma 2027E Efficiency Ratio (%) Pro Forma
Comprehensive Due Diligence Review 80+ Individuals across internal & external teams Substantial engagement of third-party advisors and consultants Multiple management meetings conducted covering all key diligence topics Granular review of cost savings, synergies, and deal charges Third-party credit review conducted alongside internal credit review Thorough Diligence Completed Key Diligence Highlights Legal, Risk, Regulatory & Compliance Human Resources Technology & Cybersecurity Corporate & Organizational Financial, Tax, Accounting & Real Estate Deposits & Funding Contracts Credit & Loan Review 1 100% of watch loans 2 100% of classified loans 3 Joint review by internal & external teams 4 Key Diligence Focus
How Hancock Whitney does business Our Mission. Each day, we reaffirm our mission to help people achieve their financial goals and dreams. Our Purpose. We work hard to create opportunities for people and the communities we serve, our purpose for doing what we do. Our Promise to Associates. We honor and respect associates with a heartfelt promise: You can grow. You have a voice. You are important. Honor & Integrity We proudly bear a figurative badge symbolizing our steady commitment to do the right thing for the people who depend on and trust us. Strength & Stability We maintain strong capital and solid business practices to anchor the company's financial soundness and offer clients safe harbor for their hard-earned money. Commitment to Service With a steadfast pledge to five-star excellence, we strive to deliver exceptional service to our clients and communities every day. Teamwork We embrace the importance of collaboration and work together with people, communities, and each other to empower success in the hometowns we serve. Personal Responsibility Each of us carries the long-burning light of accountability that leads us to go above and beyond our best. Our core values.
