Trustmark Will Merge Into Hancock Whitney in All-Stock Deal Valued at $3.2 Billion

Hancock Whitney Corporation and Trustmark Corporation jointly announced on Nov. 12, 2026 that Hancock Whitney will acquire Trustmark Corporation in an all-stock merger valued at about $3.2 billion. Under the merger agreement, Trustmark will merge into Hancock Whitney. Both companies are listed on Nasdaq under the tickers HWC and TRMK.

The companies said the combined bank would hold about $58 billion in assets. Trustmark had $19.1 billion in assets as of Sept. 30, 2026. The announcement gives no separate asset figure for Hancock Whitney, and the transaction had not closed as of Nov. 13, 2026.

Exchange Ratio and Ownership After Closing

Each Trustmark common share will convert into 0.7463 shares of Hancock Whitney common stock, with no cash component. The companies based the implied value of about $3.2 billion on Hancock Whitney’s closing stock price on Nov. 11, 2026.

The transaction is all-stock, so Trustmark shareholders would receive Hancock Whitney shares rather than cash. At closing, Hancock Whitney shareholders will own about 65% of the combined company and Trustmark shareholders about 35%.

Five Trustmark directors, including Trustmark President and CEO Duane Dewey, will join the Hancock Whitney board at closing. The announcement describes the combined bank as having a presence across six Southeastern states. The two companies’ listed footprints name seven: Mississippi, Alabama, Florida, Louisiana, Texas, Tennessee and Georgia. Hancock Whitney also runs loan and deposit production offices in Nashville and Atlanta.

Deal Terms at a Glance
Each Trustmark common share converts into 0.7463 Hancock Whitney shares in an all-stock deal valued at about $3.2 billion, based on Hancock Whitney’s Nov. 11, 2026 closing price. Closing is expected in late first quarter 2027.

Projected Earnings, Capital and Book Value Effects

The companies expect the transaction to be about 7% accretive to Hancock Whitney’s 2028 estimated earnings per share.

The companies also expect the transaction to be mildly dilutive to regulatory capital at closing. Tangible book value per share is expected to be about 7% dilutive.

The companies estimate an earn-back period of about 2.8 years, including merger expenses.

Raymond James & Associates, Inc. is financial advisor to Hancock Whitney, with Wachtell, Lipton, Rosen & Katz as legal advisor. Goldman Sachs & Co., LLC is financial advisor to Trustmark, with Covington & Burling LLP and Brunini, Grantham, Grower & Hewes, PLLC as legal advisors.

Approvals, Timing and Branding Plans

Closing requires regulatory approvals, approval by shareholders of both Hancock Whitney and Trustmark, and other customary closing conditions. The companies expect the transaction to close in late first quarter 2027.

Hancock Whitney will file a registration statement on Form S-4 with the Securities and Exchange Commission. The statement covers a joint proxy statement/prospectus, and shareholders of both companies can obtain a free copy of the definitive version.

Trustmark associates and branches are expected to operate under the Hancock Whitney name and brand after conversion in late 2027. The announcement also says a planned Central Mississippi Advisory Board will enhance Hancock Whitney’s business development in the region.

The transaction is all-stock, so Trustmark shareholders would receive Hancock Whitney shares rather than cash.

Executive Statements and Investor Call

John M. Hairston, President and CEO of Hancock Whitney, said the company is pleased to welcome Trustmark to the Hancock Whitney organization. They cited shared values and complementary capabilities, and said the combination creates an organization that is “stronger as one.”

Duane Dewey, President and CEO of Trustmark, said the two companies share a commitment to “exceptional client service” and relationship banking. They cited strong cultural alignment and complementary business lines, and said Trustmark believes the transaction will generate substantial value and meaningful benefits for customers, shareholders, associates and communities.

The companies scheduled a conference call to discuss the acquisition for Nov. 12, 2026, at 8:00 a.m. Central Time, with a listen-only webcast.