Trustmark (TRMK) M&A announcement summary

Deal rationale and strategic fit

• Combines complementary, relationship-oriented Gulf South banking franchises to create a ~$58B regional bank with broader client capabilities and growth opportunities.

• Expands presence across MS, LA, AL, FL, TN and TX, with projected #1 and #2 deposit positions in Mississippi and Louisiana, respectively.

• The combined franchise is projected to hold $48.2B in deposits, $40.4B in gross loans, $65B+ in wealth AUM/AUA and 370 branches.

Financial terms and conditions

• All-stock consideration at a fixed exchange ratio of 0.7463 Hancock Whitney shares per share; estimated value of $54.02 per share and $3.2B aggregate transaction value.

• Pro forma ownership is estimated at ~65% for Hancock Whitney shareholders and ~35% for acquired-company shareholders; five acquired-company directors, including CEO Duane A. Dewey, are expected to join the board.

• Estimated 2028 EPS accretion of ~7%, TBV dilution of ~7% and TBV earnback in ~2.8 years, inclusive of merger expenses.

• Projected 2028 ROA of ~1.6% and ROTCE of 17–18%; estimated capital at close of 8.2% TCE/TA, 11.2% CET1 and 13.2% total capital ratios.

Synergies and expected cost savings

• $205.5M of pre-tax run-rate net expense savings, equal to 35% of acquired noninterest expense; 37.5% expected in 2027E and 100% thereafter.

• Revenue synergies are identified but excluded from the model; fully phased-in cost savings support a projected efficiency ratio below 50%.

• Modeling assumes $250M in pre-tax merger expenses, recognized at closing for modeling purposes.