Merger Announcement: Hancock Whitney to Buy OFB Bancshares for Cash

Key takeaways

• Hancock Whitney Corporation’s merger announcement, filed on Form 8-K on May 19, 2026, disclosed an agreement to acquire OFB Bancshares, Inc. for cash.
• OFB shareholders are to receive $29.273 per share in cash, without interest.
• OFB’s bank, One Florida Bank, will merge into Hancock Whitney Bank after the holding company mergers.
• Holders of about 23% of OFB’s shares agreed to vote in favor.
• OFB would owe a $15 million termination fee in certain situations involving competing proposals.

The merger announcement in brief

The merger agreement was signed May 15, 2026, and disclosed under Item 1.01 of Hancock Whitney’s 8-K. Hancock Whitney, a regional bank holding company, is the buyer; OFB Bancshares, the parent of One Florida Bank, is the target.

Term	Detail
Agreement date	May 15, 2026
Consideration	$29.273 per OFB share, cash
Stock options	Cashed out at the spread over exercise price
Voting commitments	About 23% of OFB shares
Termination fee	$15 million, payable by OFB
Appraisal cap	Closing condition limits appraisal demands to 10% of shares

How the deal is structured

The filing describes a multi-step combination. First, OFB Bancshares merges into a Hancock Whitney subsidiary. Next, that subsidiary merges into Hancock Whitney itself. Finally, One Florida Bank merges into Hancock Whitney Bank. The steps consolidate both the holding company and the bank charter, so OFB’s operations will be folded fully into Hancock Whitney’s existing bank.

Paying cash rather than stock is a notable choice in bank M&A, where share exchanges are common. A cash deal gives OFB holders a fixed value regardless of how Hancock Whitney’s stock trades before closing, and it avoids issuing new shares that would dilute the buyer’s existing shareholders. In exchange, Hancock Whitney uses its own capital to fund the purchase.

Conditions to closing

Bank deals depend heavily on regulators, and this one requires approvals from four: the Federal Reserve, the FDIC, the Florida Office of Financial Regulation and the Mississippi Department of Banking. OFB shareholders must also approve the deal, no legal restraints may be in place, representations and warranties must remain accurate, and holders exercising appraisal rights may not exceed 10% of outstanding shares.

The appraisal cap is worth noting. In cash deals, dissatisfied holders sometimes seek a court valuation instead of the merger price. Capping appraisal demands at 10% protects the buyer from paying significantly more than planned if many holders dissent.

Deal protections

The 23% voting commitment gives the transaction a head start toward shareholder approval. Combined with the $15 million termination fee owed by OFB if the deal is dropped in favor of an alternative proposal, the commitments make it harder for a rival bidder to step in, though they do not rule it out.

The 8-K did not specify an expected closing date or any board seat arrangements, so those details will come in later filings or the proxy materials sent to OFB holders.

Why it matters

For Hancock Whitney, the acquisition adds a Florida bank to its footprint, extending its presence in a state with population and deposit growth. For the broader regional bank sector, it is one of several 2026 deal announcements showing that midsize banks remain active acquirers of smaller community institutions, and that regulators’ approval timelines are a central variable in when such deals close.

What to watch

Watch for regulatory filings with the Federal Reserve and FDIC, the OFB shareholder meeting date, any appraisal demands approaching the 10% cap, and Hancock Whitney’s disclosures on the expected financial impact and closing timeline.