Hancock Whitney (HWC) M&A announcement summary

Deal rationale and strategic fit

• Combines complementary, relationship-led franchises to create a ~$58B Gulf South regional bank with greater scale to compete and invest across six Southeastern states.

• Shared values and strategic priorities, broader commercial, consumer, wealth, trust and mortgage capabilities, and expanded reach into growth markets underpin the strategic fit.

• The merger adds or strengthens positions in the Florida Panhandle, Houston, Memphis, Birmingham and Huntsville; a Central Mississippi Advisory Board is planned to support local business development.

Financial terms and conditions

• All-stock merger at a fixed exchange ratio of 0.7463 shares per Trustmark share; implied value of $54.02 per share and transaction value of $3.2B. Pro forma ownership is expected to be ~65% and ~35%, respectively.

• Valuation is 1.78x tangible book value and 11.8x 2028E EPS, or 7.2x fully synergized 2028E EPS.

• Estimated ~7% 2028E EPS accretion; ~7% tangible-book-value dilution at close with ~2.8-year earnback, including merger expenses.

• 2028E targets include ~1.6% ROA, 17%-18% ROTCE and an efficiency ratio below 50%; estimated closing capital is 11.2% CET1 and 8.2% TCE/TA.

Synergies and expected cost savings

• Targets $205.5M in annual pre-tax net expense savings, equal to 35% of Trustmark noninterest expense; 37.5% is expected in 2027E and the full run rate thereafter.

• Savings opportunities include duplicated back-office and leadership roles, systems and an evaluated branch network; revenue synergies are excluded from projections.

• The model assumes $250M of pre-tax merger expenses, recognized entirely at closing for modeling purposes.