Hancock Whitney to Buy Trustmark in $3.2 Billion Deal

By Amara Osei

Hancock Whitney said it has agreed to acquire Trustmark in an all-stock transaction valued at approximately $3.2 billion, creating a regional bank with approximately $58 billion in assets. Both companies are headquartered in Mississippi, and the combined bank will operate across six Southeastern states, Hancock Whitney and Trustmark said.

John M. Hairston, president and CEO of Hancock Whitney, said:

“We are pleased to welcome Trustmark to the Hancock Whitney organization.

By bringing together two high-performing banks with shared values, complementary capabilities, and a relentless focus on client success, we create an organization that is stronger as one.

This combination enhances our platform, expands growth opportunities, strengthens the core deposit franchise, and broadens the capabilities we deliver to consumer and business clients.”

What are the deal terms?

The companies expect the transaction to close late in the first quarter of 2027, subject to regulatory approvals, approval from both companies’ shareholders and customary closing conditions, according to the announcement. Under the agreement, Trustmark shareholders will receive 0.7463 Hancock Whitney shares for each share they own, the companies said.

Hancock Whitney said the approximately $3.2 billion transaction value is based on its November 11, 2026 closing share price. The companies expect Hancock Whitney shareholders to own approximately 65% of the combined company, with Trustmark shareholders holding approximately 35%.

The all-stock structure ties the stated valuation to the 0.7463 exchange ratio and Hancock Whitney’s November 11, 2026 closing share price, according to the companies’ announcement. At that ratio, the projected 35% Trustmark stake leaves the combined company majority-owned by Hancock Whitney shareholders.

Duane Dewey, president and CEO of Trustmark, said:

“We and Hancock Whitney have long held a shared commitment to exceptional client service and relationship banking.

Given the strong cultural alignment and complementary business lines between our two organizations, we believe this transaction will generate substantial value and meaningful benefits for our customers, shareholders, associates, and communities.”

What do the financial projections show?

The companies project approximately 7% accretion to Hancock Whitney’s estimated 2028 earnings per share, according to their announcement. They also expect approximately 7% dilution to tangible book value per share, with an earn-back period of about 2.8 years, including merger expenses.

Hancock Whitney and Trustmark said regulatory capital is expected to experience mild dilution at closing. Trustmark had $19.1 billion in assets as of September 30, 2026, according to the announcement.

How will governance and strategy change?

Five Trustmark directors, including President and CEO Duane Dewey, will join Hancock Whitney’s board, the companies said. Hancock Whitney said the combination will expand the resources available for investment in growth markets and broaden the combined bank’s consumer and business banking capabilities.

The company also plans to establish a Central Mississippi Advisory Board and maintain Trustmark’s local community relationships. Trustmark branches and employees are expected to transition to the Hancock Whitney brand upon conversion in late 2027, according to the companies.

Who is advising the transaction?

According to the joint announcement, Raymond James is serving as Hancock Whitney’s financial adviser, with Wachtell, Lipton, Rosen & Katz providing legal counsel. Goldman Sachs is advising Trustmark, with Covington & Burling and Brunini, Grantham, Grower & Hewes serving as legal advisers.

The transaction must clear regulatory approvals, shareholder votes and customary closing conditions before a late-first-quarter 2027 close, according to the announcement. After closing, the benchmarks are the late-2027 brand conversion, approximately 7% accretion to estimated 2028 earnings per share and an earn-back period of about 2.8 years on tangible book value per share, including merger expenses.