STOCK TITAN

Hancock Whitney (Nasdaq: HWC) wins approval to buy One Florida Bank

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hancock Whitney Corporation reported that it has received regulatory approval or confirmation of non-objection from the Federal Reserve, the Federal Deposit Insurance Corporation, and the Mississippi Department of Banking and Consumer Finance to complete its previously announced proposed acquisition of OFB Bancshares, Inc., parent of One Florida Bank.

At a special meeting, shareholders of OFB Bancshares approved the proposal to adopt the merger agreement providing for the acquisition. The transaction was announced on May 15, 2026 and is expected to close on or about August 1, 2026, subject to satisfaction of other customary closing conditions. The company highlights that related statements are forward-looking and subject to risks described in its annual and periodic reports.

Positive

  • Received key regulatory and shareholder approvals to complete the acquisition of OFB Bancshares, Inc., parent of One Florida Bank, with closing targeted on or about August 1, 2026, subject to customary conditions.

Negative

  • None.

Insights

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Par value per share $3.33 per share Par value of Hancock Whitney common stock
Subordinated notes coupon 6.25% Interest rate on Hancock Whitney subordinated notes
Acquisition announcement date May 15, 2026 Date the proposed OFB Bancshares acquisition was first announced
Regulatory approval announcement July 20, 2026 Date regulatory approval or non-objection for the acquisition was announced
Expected closing date on or about August 1, 2026 Target timing to close the OFB Bancshares acquisition, subject to conditions
confirmation of non-objection regulatory
"received regulatory approval or confirmation of non-objection from the Board of Governors"
customary closing conditions regulatory
"is expected to close on or about August 1, 2026, and remains subject to the satisfaction of other customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
forward-looking statements financial
"This communication may contain forward-looking statements within the meaning of, and subject to the protections of"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
No Offer or Solicitation regulatory
"This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe"
merger agreement financial
"shareholders of OFB Bancshares had approved the proposal to adopt the previously announced merger agreement"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

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FAQ

What did Hancock Whitney (HWC) announce about the One Florida Bank acquisition?

Hancock Whitney announced it has received regulatory approval or non-objection from the Federal Reserve, FDIC and Mississippi regulators, and that OFB Bancshares shareholders approved the merger agreement for its acquisition of One Florida Bank.

When is Hancock Whitney (HWC) expected to close the OFB Bancshares acquisition?

The proposed acquisition of OFB Bancshares, Inc., parent of One Florida Bank, is expected to close on or about August 1, 2026, subject to the satisfaction of other customary closing conditions before completion.

Which regulators approved Hancock Whitney’s (HWC) acquisition of One Florida Bank?

Regulatory clearance or non-objection came from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Mississippi Department of Banking and Consumer Finance for Hancock Whitney’s proposed acquisition.

What role did OFB Bancshares shareholders play in Hancock Whitney’s (HWC) deal?

At a special meeting, shareholders of OFB Bancshares approved the proposal to adopt the previously announced merger agreement, a key step allowing Hancock Whitney’s proposed acquisition of One Florida Bank to move toward closing.

Are there remaining conditions before Hancock Whitney (HWC) can complete the acquisition?

Yes. Although major regulatory and shareholder approvals have been obtained, the companies state the transaction remains subject to other customary closing conditions that must be satisfied before the acquisition of OFB Bancshares is completed.

Does Hancock Whitney’s (HWC) announcement include forward-looking statements?

The communication includes forward-looking statements about the proposed acquisition and its potential results, which the company notes are subject to significant risks and uncertainties described in its Form 10-K and other SEC reports.
HANCOCK WHITNEY CORP false 0000750577 0000750577 2026-07-20 2026-07-20 0000750577 us-gaap:CommonStockMember 2026-07-20 2026-07-20 0000750577 us-gaap:SeniorSubordinatedNotesMember 2026-07-20 2026-07-20
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2026

 

 

Hancock Whitney Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Mississippi   001-36872   64-0693170
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

Hancock Whitney Plaza

2510 14th Street

Gulfport, Mississippi 39501

(Address of principal executive offices) (Zip Code)

(228) 868-4000

(Registrant’s telephone, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange
on which registered

Common stock, par value $3.33 per share   HWC   Nasdaq
6.25% Subordinated Notes   HWCPZ   Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 8.01

Other Events.

On July 20, 2026, Hancock Whitney Corporation issued a press release announcing that it had received regulatory approval or confirmation of non-objection from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Mississippi Department of Banking and Consumer Finance to complete its previously announced proposed acquisition of OFB Bancshares, Inc. (“OFB Bancshares”), parent company of One Florida Bank. In addition, Hancock Whitney Corporation announced that, at a special meeting, shareholders of OFB Bancshares had approved the proposal to adopt the previously announced merger agreement providing for the proposed acquisition. The proposed acquisition was announced on May 15, 2026, is expected to close on or about August 1, 2026, and remains subject to the satisfaction of other customary closing conditions. A copy of the press release announcing the approval is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.   

Description of Exhibit

99.1    Press Release, dated July 20, 2026.
104    Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

1


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain 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 Hancock Whitney’s Annual Report on Form 10-K for the year ended December 31, 2025, and in other periodic reports that Hancock Whitney files with the SEC.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

 

2


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.

 

      HANCOCK WHITNEY CORPORATION
Date: July 20, 2026      

By: /s/ Michael M. Achary

      Michael M. Achary
      Chief Financial Officer

Exhibit 99.1

 

LOGO   

FOR IMMEDIATE RELEASE

July 20, 2026

  
  

For more information

Ashleigh Flower Wilshire, SVP, Head of Investor Relations

504.299.5076 or ashleigh.wilshire@hancockwhitney.com

Hancock Whitney receives regulatory approval to acquire One Florida Bank

GULFPORT, Miss. (July 20, 2026) — Hancock Whitney Corporation (Nasdaq: HWC) (“Hancock Whitney”), has received regulatory approval or confirmation of non-objection from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Mississippi Department of Banking and Consumer Finance to complete its previously announced proposed acquisition of OFB Bancshares, Inc. (“OFB Bancshares”), parent company of One Florida Bank. In addition, at a special meeting, shareholders of OFB Bancshares approved the proposal to adopt the previously announced merger agreement providing for the proposed acquisition. The proposed acquisition was announced on May 15, 2026, is expected to close on or about August 1, 2026, and remains subject to the satisfaction of other customary closing conditions.

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.

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.

 

1


Hancock Whitney receives regulatory approval to acquire One Florida Bank

July 20, 2026

 

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.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

2

Filing Exhibits & Attachments

5 documents