Hancock Whitney to Buy Trustmark in $3.2 Billion Stock Deal

US regional lender Hancock Whitney Corp has agreed to acquire Mississippi peer Trustmark Corp in an all-stock deal valued at about $3.2 billion, Reuters reported on Thursday, a combination that would create a Gulf South-focused bank with roughly $58 billion in assets.

Under the terms announced by the two companies on November 12, Trustmark shareholders will receive 0.7463 Hancock Whitney shares for each Trustmark share they own. The deal value is based on Hancock Whitney’s closing price on November 11, according to the joint press release filed with the US Securities and Exchange Commission.

Reuters said the offer works out to $54.02 per Trustmark share, an 18.6% premium to the stock’s last close.

Deal terms and financial impact

Once the merger closes, Hancock Whitney shareholders are expected to own about 65% of the combined company, with former Trustmark investors holding the remaining 35%, the banks said.

The companies expect the transaction to add about 7% to Hancock Whitney’s estimated 2028 earnings per share. They said it would be mildly dilutive to regulatory capital at closing and dilute tangible book value per share by about 7%, including merger expenses, with an earn-back period of roughly 2.8 years.

Trustmark, based in Jackson, Mississippi, had $19.1 billion in assets as of September 30, 2026. Gulfport, Mississippi-based Hancock Whitney said the enlarged group would have a presence across six Southeastern states.

Hancock Whitney President and CEO John Hairston said the combination enhances the bank’s platform, expands growth opportunities and “strengthens the core deposit franchise”. Trustmark President and CEO Duane Dewey said he believed the transaction would generate substantial value for customers, shareholders, employees and communities.

Market reaction

Hancock Whitney shares fell 10% in premarket trading on Thursday, while Trustmark rose 5.5% in light volumes, Reuters reported.

Stephens analyst Matt Olney told Reuters the timing was somewhat surprising, as Hancock Whitney had only just closed its acquisition of One Florida Bank and had used much of its excess capital.

Raymond James is financial adviser to Hancock Whitney, with Wachtell, Lipton, Rosen & Katz as legal counsel. Goldman Sachs is advising Trustmark, with Covington & Burling and Brunini, Grantham, Grower & Hewes as legal advisers.

What’s next for Hancock Whitney

The banks said the deal is expected to close late in the first quarter of 2027, subject to regulatory approvals, the approval of both companies’ shareholders and other customary conditions. Hancock Whitney will file a registration statement with the SEC that includes a joint proxy statement and prospectus.

Five Trustmark directors, including Dewey, will join the Hancock Whitney board at closing, and a Central Mississippi advisory board will be formed. Trustmark’s branches and staff are due to operate under the Hancock Whitney name once systems are converted, which is expected in late 2027.

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