Acquisition of One Florida Bank (05/15/2026 00: 00

Published: 2026-05-15 08:48:10 ET HWC

Published on 05/15/2026 at 08:48 am EDT

Acquisition of One Florida Bank

May 15, 2026

Tallahassee

Jacksonville

Pensacola

Panama City

Orlando

Tampa

Hancock Whitney Bank (32 Financial Centers) (3)

Sabal Trust Company (4 Locations)

Miami

One Florida Bank (6 Financial Centers)

Transaction Highlights

Expanding Into High-Growth Markets

Strategic expansion along the I-4 corridor in Florida into a high-growth market

One Florida Bank ("OFB")(1) is the largest independent bank in Orlando, the 3rd fastest growing large metro(2) in the U.S.

Leveraging Synergies

Opportunity to leverage fee income capabilities of recent Sabal Trust Company acquisition

Brings together local talent, market expertise, and the breadth of the Hancock Whitney platform

Complementary culture and values, similar operational and strategic ambitions

Improving Financial Results

Acquisition criteria and financial results align with longterm strategic goals and core values

Diversified loan book and attractive deposit base complementary to Hancock Whitney franchise

Attractive capital deployment opportunity to drive earnings growth

Expected pro forma return on tangible common equity (ROTCE) of 16.3% in 2027

One Florida Bank ("OFB") is the wholly-owned banking subsidiary of OFB Bancshares, Inc.

Large metro defined as MSAs with total population greater than 1 million

Includes only Hancock Whitney branches located in Florida Source: S&P Capital IQ Pro

Overview of OFB Bancshares, Inc.

#1 Community Bank(1) in the Orlando MSA ranked by deposits

Disciplined growth focused on continued profitability and pristine asset quality

Operates in a desirable market with sustainable growth

Well-tenured management team committed to the combined organization

Owner-Occ.

CRE 17.0%

NOO CRE 32.1%

Mortgage 9.1%

Consumer & Other 1.8%

C&D 5.5%

C&I 31.3%

Home Equity 1.7%

Non-interest Bearing 19.7%

Jumbo CDs (2)

9.8%

IB, MMDA & Savings 69.7%

Loan and Deposit Portfolio

Retail CDs 0.7%

Multi-family 1.3%

Financial Highlights

($ in millions)

Balance Sheet

2023

2024

2025

1Q26

Consolidated Assets

1,578

1,833

2,048

2,119

Gross Loans

1,279

1,499

1,621

1,681

Consolidated Deposits

1,401

1,635

1,800

1,862

Consolidated Equity

Profitability

125

145

171

178

Consolidated Net Income

12.1

14.4

22.8

6.1

Consolidated ROA (%)

0.80

0.84

1.17

1.18

Consolidated ROE (%)

10.2

10.7

14.4

14.0

Net Interest Margin (%)

3.08

3.06

3.41

3.44

Efficiency Ratio (%)

Balance Sheet Ratios

Loans / Deposits (%)

Consolidated TCE / TA (%)

Asset Quality

7.9

8.4

NPAs / Assets (%)

0.02

0.05

0.24

0.17

Reserves / Loans (%)

0.82

0.83

0.80

NCOs / Avg. Loans (%)

0.05

0.01

0.00

0.11

Total Loans

$1.7B

Yield on Loans: 6.06%

Total Deposits

$1.9B

Cost of Deposits: 2.22%

"Community Bank" defined as having less than $15 billion in total assets

"Jumbo CDs" defined as those with balance greater than $100 thousand Note: Unaudited financial data as of March 31, 2026

Meaningful Florida Presence

Complementary to Hancock Whitney's existing Florida organization with enhanced ability to compete with

Rapidly Scaling Florida Presence

regionals and super regionals through additional scale, size, comprehensive product offerings, and modern technology

Approximately 21% of pro forma deposits will be based in Florida, compared to 16% for standalone Hancock Whitney

Expect to be the 5th largest regional or community bank in Florida based on pro forma market share

Total FL Loans

$6.5B

33%+

$4.9B

$1.6B

Standalone Pro Forma

Total FL Deposits

36%+

$4.8B

$1.7B

$6.6B

Standalone Pro Forma

Florida Regional & Community Bank Market Share(1) Orlando Market Share

# of

Rank Institution Branches

Total Deposits ($M)

Mkt. Share (%)

Rank Institution

# of Branches

Total Deposits ($M)

Mkt. Share (%)

BankUnited Inc.

21,636

13.9

Truist Financial Corp.

13,439

19.4

Seacoast Banking Corp. of Florida

104

16,644

10.7

Bank of America Corp.

12,410

17.9

Amerant Bancorp Inc.

8,318

5.3

JPMorgan Chase & Co.

9,620

13.9

Home BancShares Inc.

8,031

5.1

Wells Fargo & Co.

9,278

13.4

Pro Forma

6,560

4.2

Regions Financial Corp.

2,878

4.2

Ocean Bankshares Inc.

6,128

3.9

Fifth Third Bancorp

2,706

3.9

Ameris Bancorp

5,915

3.8

Seacoast Banking Corp. of Florida

2,214

3.2

Bank OZK

5,528

3.5

The Toronto-Dominion Bank

2,074

3.0

Hancock Whitney Corp.

4,830

3.1

SouthState Bank Corp.

1,675

2.4

Capital City Bank Group Inc.

3,313

2.1

OFB Bancshares Inc.

1,671

2.4

Banesco USA

3,268

2.1

PNC Financial Services Group Inc.

1,278

1.8

First Federal Bancorp MHC

3,108

2.0

Pinnacle Financial Partners Inc.

1,122

1.6

TFS Financial Corp.

2,916

1.9

First Horizon Corp.

933

1.3

Commerce Bancshares Inc.

2,738

1.8

Cogent Bancorp Inc.

929

1.3

Tampa Bay Banking Co.

2,725

1.7

Valley National Bancorp

750

1.1

United Community Banks Inc.

2,522

1.6

OFB Bancshares Inc.

1,730

1.1

Regional & Community Bank defined as less than $50 billion; excludes EverBank due to different business model and foreign headquartered banks

Note: As of June 30, 2025; illustrated pro forma for pending and completed acquisitions Source: S&P Capital IQ Pro

Orlando - Strong Market Demographics

One of the nation's fastest-growing major metros, supported by sustained population growth and

in-migration

Diverse and expanding economy anchored by tourism, healthcare, technology, logistics, and professional services

Attractive relative affordability enhances the market's appeal for both businesses and residents

Deep labor base and pro-growth environment support continued corporate and population expansion

28.0%

24.0%

20.0%

16.0%

12.0%

8.0%

4.0%

0.0%

Population Growth

Florida

U.S.

16.0%

6.2%

Orlando MSA

23.8%

Projected Population Growth '26-'31 2026 Median Household Income (HHI)

$72,215

8.32%

$86,099

$86,867

$72,977

2.49%

2.14%

2.58%

Source: S&P Capital IQ Pro; St. Louis Federal Reserve Economic Data;

CensusReporter.org 6

Florida Leads Population and Income Migration

U.S. Census Boundaries 4 Divisions (1)

WEST

-1,140,456

MIDWEST

-512,765

NORTHEAST

-1,504,304

SOUTH

+3,157,525

Top 5 States

Net Domestic Migration

1. Florida

890,348

2. Texas

812,735

3. North Carolina

476,921

4. South Carolina

379,062

5. Tennessee

292,727

Blue highlight indicates Hancock Whitney markets

Fastest Growing Large MSAs (2)

Population Proj. Population Median Proj. HHI

Rank MSA (MM) Change (%) HHI ($) Change (%)

Austin-Round Rock-San Marcos, TX 2.6 9.3 110,379 14.3

Jacksonville, FL 1.8 8.8 84,976 9.7

Orlando-Kissimmee-Sanford, FL 3.0 8.3 86,099 14.6

Raleigh-Cary, NC 1.6 8.3 107,467 13.3

Houston-Pasadena-The Woodlands, TX 8.0 7.3 87,067 10.2

Dallas-Fort Worth-Arlington, TX 8.6 7.3 96,369 12.8

Charlotte-Concord-Gastonia, NC-SC 3.0 7.2 90,596 13.2

San Antonio-New Braunfels, TX 2.8 7.1 82,696 12.7

Tampa-St. Petersburg-Clearwater, FL 3.5 6.7 82,294 14.8

Greenville-Anderson-Greer, SC 1.0 6.7 76,852 14.3

Based on net domestic migration from April1, 2020 to July 1, 2025 per the U.S. Census Bureau

Includes MSAs with total population greater than 1 million Source: S&P Capital IQ Pro

Compelling Synergy Opportunity

Fee Income Expansion

Hancock Whitney completed the acquisition of Sabal on May 2, 2025, expanding trust and asset management presence in Central Florida

Orlando offers a venue to scale proven fee income and trust capabilities in a high-growth Florida market

Ability to deepen relationships through tailored private banking solutions and other fee income offerings

Opportunities for revenue synergies exist across the Hancock Whitney platform, but have not been modeled in this transaction for conservatism

Complementary Strategies and Culture

Both Hancock Whitney and OFB have cultures centered around growth, teamwork, community support and associate retention and development

The transaction adds OFB's depth and granularity across the commercial real estate and C&I segments to Hancock Whitney's loan portfolio

Transaction Overview

Transaction Consideration & Valuation

Consideration: 100% cash

Total consideration of $377.6 million for all outstanding common shares and options

P / TBVPS= 200%

P / 2026E Core EPS = 14.4x

Franchise premium / core deposits = 11.8%

Transaction Assumptions

Cost Savings: 40%, or $15.8 million, phased in at 75% in 2026 and 100% thereafter

One-time Merger Expenses: $30 million pre-tax

Gross Credit Mark: 1.47%, or $24.6 million, resulting in a net credit mark of $11.1 million; no CECL double count

Loan Rate Mark: 1.0% mark down on loans

Core Deposit Intangible: 3.0% of non-time deposits

Revenue synergies are expected, but not modeled

Projected Financial Results

TBV earnback of approximately four years; consistent with stock buyback

EPS accretion in the high single digits

CET-1 ratio at close of 11.4%

Personnel

Rick Pullum, OFB President and CEO, to lead the Orlando, Jacksonville, and Panhandle markets

Retention agreements in place for other key employees

Required Approvals

Customary regulatory approvals and OFB Bancshares, Inc., shareholder approval

Expected Closing

Q3 2026, subject to required approvals

Expected Improvement to Financial Results

14.6%

2027E ROTCE (%)

16.1%

1.40%

16.3%

Pro Forma

2027E

Return on Assets (%)

1.36%

56%

1.41%

Pro Forma

2027E

Efficiency Ratio (%)

47%

55%

Pro Forma

Note: Financial metrics are based on merger assumptions detailed herein and are not guarantees of future performance or outcomes; Hancock Whitney projections are based on analyst consensus estimates and OFB projections are based on management estimates

Comprehensive Due Diligence Review

Key Diligence Focus

Thorough Diligence Completed

80+

Individuals across internal & external teams

100%

of watch loans

100%

of classified loans

Joint review by

internal & external teams

Key Diligence Highlights

Corporate &

Organizational

Financial, Tax,

Accounting & Real Estate

Legal, Risk,

Regulatory & Compliance

Credit &

Loan Review

Human Resources

Deposits &

Funding

Technology &

Cybersecurity

Contracts

Substantial engagement of third-party advisors and consultants

Multiple management meetings conducted covering all key diligence topics

Granular review of cost savings, synergies, and deal charges

Third-party credit review conducted alongside internal credit review

How Hancock Whitney does business

Our Mission.

Each day, we reaffirm our mission to help people achieve their financial goals and dreams.

Our Purpose.

We work hard to create opportunities for people and the communities we serve, our purpose for doing what we do.

Our Promise to Associates. We honor and respect associates with a heartfelt promise: You can grow. You have a voice. You are important.

Our core values.

Honor & Integrity

We proudly bear a figurative badge symbolizing our steady commitment to do the right thing for the people who depend on and trust us.

Strength & Stability

We maintain strong capital and solid business practices to anchor the company's financial soundness and offer clients safe harbor for their hard-earned money.

Commitment to Service

With a steadfast pledge to five-star excellence, we strive to deliver exceptional service to our clients and communities every day.

Teamwork

We embrace the importance of collaboration and work together with people, communities, and each other to empower success in the hometowns we serve.

Personal Responsibility

Each of us carries the long-burning light of accountability that leads us to go above and beyond our best.

HAN C O CK

WH I TN E Y

C›FB BANCSHARES, INC.

Disclaimer

Hancock Whitney Corporation published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2026 at 12:47 UTC.