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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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 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.
Effective August 1, 2026, Hancock Whitney Corporation, a Mississippi corporation (“Hancock Whitney”), completed its previously announced mergers (the “Mergers”) with OFB Bancshares, Inc., a Florida corporation (“OFB Bancshares”), pursuant to an Agreement and Plan of Merger, dated as of May 15, 2026 (the “Merger Agreement”) between Hancock Whitney, OFB Bancshares and a wholly owned subsidiary of Hancock Whitney (the “Merger Subsidiary”). At closing, OFB Bancshares merged with and into the Merger Subsidiary, with OFB Bancshares surviving the merger (the “first merger”) and then merged with and into Hancock Whitney, with Hancock Whitney surviving the merger (the “second merger”). Immediately following the effective time of the second merger, OFB Bancshares’ wholly owned banking subsidiary, One Florida Bank, merged with and into Hancock Whitney’s wholly owned banking subsidiary, Hancock Whitney Bank (the “Bank Merger”), with Hancock Whitney Bank continuing as the surviving bank in the Bank Merger.
Pursuant to the Merger Agreement, at the effective time of the first merger, OFB Bancshares common stock and stock options were converted into the right to receive cash, without interest, in an aggregate of approximately $377.6 million.
On August 3, 2026, Hancock Whitney issued a press release announcing the completion of the Mergers, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
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| 99.1 | Press Release, dated August 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
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: August 3, 2026 |
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By: /s/ Michael M. Achary |
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Michael M. Achary | |||
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Chief Financial Officer | |||
Exhibit 99.1
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FOR IMMEDIATE RELEASE | |||
| August 3, 2026 | ||||
| For more information | ||||
| Ashleigh Flower Wilshire, SVP, Head of Investor Relations | ||||
| 504.299.5076 or ashleigh.wilshire@hancockwhitney.com |
Hancock Whitney Completes One Florida Bank Acquisition
GULFPORT, Miss. (August 3, 2026) — Hancock Whitney Corporation (Nasdaq: HWC) (“Hancock Whitney”), announced earlier today that it has completed the acquisition of OFB Bancshares, Inc. (“OFB Bancshares”), parent company of One Florida Bank, effective August 1, 2026. The transaction was announced on May 15, 2026. The systems conversion is expected to take place in the fourth quarter of 2026.
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.
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 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 acquired, the ability to retain customers and employees following closing, receipt of certain third party 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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