HWC · Hancock Whitney Corporation - 6

Hancock Whitney Corporation has entered into a definitive Agreement and Plan of Merger to acquire OFB Bancshares, Inc., the parent of One Florida Bank, in a $377.6 million all-cash deal. This transaction strategically expands Hancock Whitney's footprint into the high-growth Orlando market along Florida's I-4 corridor, where One Florida operates six financial centers and holds the position as the largest independent bank. As of March 31, 2026, One Florida reported consolidated total assets of $2.1 billion, gross loans of $1.7 billion yielding 6.06%, and deposits of $1.9 billion with a cost of 2.22%, providing a complementary and diversified deposit base to Hancock Whitney's existing Florida operations, which include 32 branches. Pro forma, the deal elevates Hancock Whitney to the 5th largest regional or community bank in Florida by deposit market share at 4.2%, with approximately 21% of deposits based in the state versus 16% standalone. Financially, the acquisition aligns with Hancock Whitney's criteria, offering immediate GAAP EPS accretion excluding $30 million pre-tax merger costs, a projected 2027 ROTCE of 16.3%, TBV earnback of four years, and CET-1 ratio of 11.4% at close. Cost savings of 40% or $15.8 million are anticipated, phased in 75% in 2026 and fully thereafter, with a gross credit mark of 1.47% ($24.6 million). Leadership continuity is ensured with Rick Pullum, One Florida's President and CEO, leading the Orlando, Jacksonville, and Panhandle markets, supported by retention agreements for key personnel. The deal follows comprehensive due diligence covering credit, legal, and operational aspects, advised by Raymond James for Hancock Whitney and Piper Sandler for One Florida. Closing remains subject to customary conditions including regulatory approvals.