Hancock Whitney Corp. 8-K Summary: Merger Agreement with OFB Bancshares
Business Context and Reporting Period
This Form 8-K, dated May 15, 2026, reports that Hancock Whitney Corporation (HWC) entered into a definitive Agreement and Plan of Merger with OFB Bancshares, Inc. The transaction involves a two-step merger where OFB Bancshares will merge into a Hancock Whitney subsidiary, followed by a merger into Hancock Whitney. Concurrently, One Florida Bank (OFB Bancshares' subsidiary) will merge into Hancock Whitney Bank.
Key Financial Metrics and Transaction Terms
- Consideration: OFB Bancshares shareholders will receive $29.273 per share in cash.
- Stock Options: Outstanding options will be converted to cash equal to the excess of $29.273 over the exercise price, multiplied by the number of shares subject to the option.
- Termination Fee: OFB Bancshares agreed to pay a $15,000,000 termination fee under specific circumstances related to alternative business combination proposals.
- Shareholder Support: Holders representing approximately 23% of OFB Bancshares' outstanding shares have committed to vote in favor of the merger.
- Financial Statements: This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics for either company. Investors should refer to the respective 10-K and 10-Q filings for historical financial data.
Material Changes and Conditions
The completion of the Mergers is subject to several material conditions, including:
- Receipt of regulatory approvals from the Federal Reserve Board, FDIC, Florida Office of Financial Regulation, and Mississippi Department of Banking and Consumer Finance.
- Approval of the Merger Agreement by OFB Bancshares shareholders.
- Absence of legal restraints preventing the transaction.
- Accuracy of representations and warranties and performance of obligations by both parties.
- Receipt of specific IRS notifications regarding the Foreign Investment and Real Property Tax Act of 1980.
- Limitation on appraisal rights: No more than 10% of OFB Bancshares common stock holders may perfect and not withdraw appraisal rights.
Outlook, Risks, and Management Commentary
Management has agreed to use reasonable best efforts to obtain necessary consents and has committed to seeking shareholder approval. The filing includes a cautionary note regarding forward-looking statements, noting that actual results may differ due to risks such as the ability to retain customers and employees, receipt of regulatory approvals, and the realization of expected cost savings or synergies. The representations and warranties in the agreement are qualified and do not constitute statements of fact for investors.
Key Facts for Investor Verification
- Verify the status of regulatory approvals from the Federal Reserve, FDIC, and state banking authorities.
- Confirm the outcome of the OFB Bancshares shareholder vote.
- Review the full text of the Merger Agreement (Exhibit 2.1) for detailed covenants and termination rights.
- Assess the financial impact of the $15 million termination fee obligation on OFB Bancshares.
- Monitor the percentage of shareholders exercising appraisal rights to ensure it remains below the 10% threshold.