HANCOCK WHITNEY CORP HWC

50% shingled-prose overlap between the two filings.

2025: 47,470 chars · 2026: 46,083 chars

• Committee Report:41% overlap (5,805 → 6,000 chars)
• Pay Ratio (Item 402(u)):2% overlap (60,000 → 1,657 chars)
• Say-on-Pay proposal:14% overlap (25,000 → 4,662 chars)

• changedThe following Compensation Discussion and Analysis (“CD&A”) describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during our 2025 2024fiscal year to our Chief Executive Officer, Chief Financial Officer and our three other most highly-compensated executive officers who were serving as executive officers at the end of the fiscal year (who are referred to herein as our named executive officers, or NEOs).
• changedOur fiscal year 2025 2024NEOs are:
• changedLater in this proxy statement under the heading “Executive Compensation,” we have included tables containing specific information about the compensation earned by or paid to our NEOs in 2025. 2024.
• changedFor more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 2024.
• changedOverview of Company Performance in Fiscal 2025 2024
• changedReported earnings per diluted common share were $5.67 $5.28in 2025, 2024,compared to $5.28 $4.50per diluted common share in 2024. 2023.
• changedThe results for 2025 2024include a netcharge of $5.9 $3.8million (pre-tax), or $0.05 $0.03per share after tax, related to the acquisition of Sabal Trust Company. FDICspecialassessmentcharge.
• newThe results for 2024 include a charge of $3.8 million (pre-tax), or $0.03 per share after tax, related to a revision of the FDIC special assessment charge.
• newAdjusted pre‑provision net revenue (PPNR)* totaled $679.9 million in 2025, an increase of $38.8 million, or 6%, from 2024.
• newFee income grew 12% year over year, driven primarily by a 25% increase in trust fees following the Sabal Trust Company (Sabal) acquisition.
• newAdjusted noninterest expense increased 4%, reflecting investments in technology and other revenue enhancing initiatives.
• newNet interest margin increased 10 bps to 3.47% in 2025, largely a result of the changing interest rate environment.
• newOur efficiency ratio was 54.78% in 2025, down from 55.36% in 2024.
• newTotal loans at December 31, 2025 were $24.0 billion, up $659 million, or 3%, from December 31, 2024.
• newTotal deposits were $29.3 billion at December 31, 2025, down $213 million, or 1%, from December 31, 2024.
• newDeposit levels and composition were influenced by a decline in time deposits and the impact of a changing rate environment.
• newStrong earnings supported continued capital generation, with year‑end 2025 capital ratios remaining well above regulatory requirements.
• newWe proactively deployed capital during 2025 through our acquisition of Sabal, a 12.5% increase in our common stock dividend, and through repurchasing 4.3 million shares of common stock under our share repurchase program.
• newWe ended 2025 with a common equity tier 1 ratio (CET1) of 13.65%, down 49 bps from 2024, and tangible common equity ratio (TCE) of 10.06%, up 59 bps from 2024.
• changed* For *Formore information and for a reconciliation of this and other non-GAAP financial measures, refer to Appendix A to this proxy statement.
• changedHighlights of 2025 2024Financial Results
• changed•Net income for the year ended December 31, 2025 increased to $486.1 2024was$460.8million, or $5.67 $5.28per diluted common share, compared to $460.8 $392.6million, or $5.28 $4.50per diluted common share in 2024 2023
• new•Adjusted pre-provision net revenue (PPNR)* totaled $679.9 million in 2025, up $38.8 million from 2024, reflecting higher revenue and modest adjusted expense growth.
• newSupplemental items in 2025 included a charge of $5.9 million (pre‑tax) related to the Sabal acquisition, compared to a charge of $3.8 million (pre‑tax) in 2024, related to a revision of the FDIC special assessment charge
• new•Net interest margin (NIM) expanded 10 bps to 3.47% in 2025, as we were able to reduce total cost of funds and increase yields on securities to more than offset lower loan yields in this falling interest rate environment
• new•Loans of $24.0 billion, up $659.0 million compared to 2024, due to broad-based growth across our footprint and business segments
• new•Deposits of $29.3 billion, down $213.0 million from 2024, reflecting shifts driven by the falling interest-rate environment
• new•Criticized commercial loans decreased and nonaccrual loans were relatively stable throughout the year; year-end 2025 allowance for credit losses to total loans strong at 1.43% compared to 1.47% at year-end 2024
• new•Capital ratios are strong with CET1 of 13.65% at December 31, 2025, compared to 14.14% at December 31, 2024; TCE was 10.06% at December 31, 2025, compared to 9.47% at December 31, 2024
• changed•Dividends were increased 12.5%, 33%,or $0.05 $0.10per share, in January Aprilof 2025, 2024,to a regular quarterly dividend of $0.45 $0.40per share
• new•We repurchased 4.3 million shares of our common stock during 2025, fully exhausting the shares authorized under our existing share repurchase program; in December 2025, the Board of Directors authorized a new share repurchase program effective through December 31, 2026, under which the Company may repurchase up to 5% of its common stock outstanding at December 31, 2025, or 4.1 million shares
• new•Tangible book value per common share improved 12% in 2025, reaching $54.22 at December 31, 2025
• new•The stock price improved during the year, closing at $63.68 on December 31, 2025, up 16% from the year-end 2024 closing price
• changedWe are exceptionally proud of the Hancock Whitney team and the Company’s overallperformance in 2025. thisoperatingenvironment.
• newThroughout the year, we focused on growing the balance sheet, expanding fee income, investing in future‑focused capabilities, and proactively returning capital to shareholders.
• changedWe believe we are well positioned to build on this momentum and continue enhancing toenhanceshareholder value.
• newTo the extent earned,
• changedTotheextentearned,performance stock awards vest based on performance during the performance period after actual performance results for the performance period are certified and the service period is satisfied. satisfied,andarethensubjecttoatwo-yearpost-vestholdingperiod.
• changedAwards under our long-term incentive plan for fiscal 2025 2024are further discussed below under “Long-Term Incentives.”
• changedImpact of Performance on 2025 2024Compensation
• changedAfter reviewing the Compensation Peer Group compensation study (discussed below) and acknowledging that base salaries were within the market median, the Compensation Committee approved base salary increases for NEOs effective April 1, 2025, 2024,based on individual and Company performance, aligning eachofthe NEOs within approximately 10% 5%of market median.
• changedConsistent with prior years, the Compensation Committee set the 2025 2024performance goals for annual cash incentives based on Board-approved budget and other goals related to our strategic priorities (see “Annual Cash Incentive” below).
• changedAfter reviewing our overall financial performance compared to performance goals as well as regional and top performing peers and our internal corporate strategic objectives, the Compensation Committee determined that the 2025 2024annual cash incentive awards to our executive officers had been earned and approved payout at 122.14% 143.49%of target levels based on actual achievement of performance goals with no Compensation Committee discretion or adjustment applied to the calculated results.
• changedIn 2025, 2024,the Compensation Committee continued its practice of using grants of both performance-based stock awards and time-based restricted stock unit awards to align executive and shareholder interests.
• changedSixty percent 70%of the annual long-term incentive award for each of our Mr.Hairstonand60%fornon-CEONEOs was comprised of PSUs, which were bifurcated into three nearly twoequally weighted parts, one using a three-year relative Total Shareholder return (TSR) performance metric, one using a three-year relative Operating Return on Average Assets (ROAA) metricand one using theothera three-year relative Return on Average Tangible Common Equity (ROATCE), two-yearEPSmetric,with a three-year service requirement.
• changedSee “Long-Term Incentives” below for further details regarding the 2025 2024equity grants.
• changed•Vesting of 2023 2022Performance Stock Awards.
• changedPerformance stock awards granted in 2023 2022with a service-vesting period ending on February 1, 2026 were earned 2025vestedcollectively at 129.24% 119.91%of target shares based on our achievement of TSR compared to our peers over a 3-year performance period ending December 31, 2025 2024and adjusted EPS compared to target over a 2-year performance period ending December 31, 2024. 2023.
• changedCollectively, our NEOs vested performance awards were valued at $5,542,941, $3,913,806,calculated using the closing stock price of our common stock on January 30, 2026, 31,2025,the trading day prior to the distribution of the shares.
• changedSee “Long-Term Incentives” below for further details regarding the vesting of the 2023 2022awards.
• changedWe believe that the compensation provided to each NEO in 2025 2024was fair, reasonable and aligned with our performance and strategic objectives.
• changedApproximately 75% of Mr. Hairston’s total target direct compensation (base salary, target annual incentive, and target long-term incentive awards) and approximately 65% of the total target direct compensation of our other NEOs is either at risk and must be earned on the basis of attainment of corporate performance goals (in the case of annual cash incentive awards and performance stock awards) or its future value is contingent upon the future performance of the Company’s common stock (in the case of our performance stock awards and time-based restricted stock unit awards).
• newOur NEOs receive 60% of their target long-term incentive in performance-based awards.
• newThe compensation recoupment policy is filed as Exhibit 97 to our Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026.
• new•Insider Trading Policy.
• newThe Company has adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees, that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.
• newIt is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities.
• newOur Insider Trading Policy is filed as Exhibit 19 to our Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026.
• changedThe Company’s Insider Trading Policy prohibits all of our directors, officers and associates (and their respective immediate family members) from engaging in hedging or monetization strategies involving exchange funds, prepaid variable forward contracts, equity swaps, puts, calls, collars, forwards and other derivative instruments, including short sale transactions, or otherwise engaging intransactionsthathedgeoroffsetoraredesignedtohedgeoroffsetanydecreasein themarketvalueoftheCompany’ssecurities.
• newtransactions that hedge or offset or are designed to hedge or offset any decrease in the market value of the Company’s securities.
• changedResults of 2025 2024Advisory Shareholder Vote on Executive Compensation
• changed•At our 2025 2024annual meeting of shareholders, 97% 96%of the votes cast approved the compensation of our named executive officers, as discussed in the 2025 2024proxy statement.
• changed•In light of the strong shareholder support of the compensation paid to our NEOs as evidenced by the results of this advisory vote, the Compensation Committee decided to retain our general approach to executive compensation for 2025 2024and 2026. 2025.
• changedFuture annual advisory votes on executive compensation will serve as an additional tool to guide the Compensation Committee in evaluating the alignment of the Company’s executive compensation programs with the interests of the Company and its shareholders.
• changed•In Proposal No. 2, shareholders are being asked to approve, on an advisory basis, the compensation of our NEOs for 2025 2024as disclosed in the proxy statement.
• changedIn 2024, 2023,the Compensation Committee engaged Aon to provide advisory service to the Compensation Committee, which the Committee considered in connection with setting executive compensation for 2025. 2024.
• newThe total fees paid to Aon in 2025 for executive compensation consulting services were $391,157.
• newIn addition, management engaged Aon to provide additional services relating to compensation framework design, for which we paid fees to Aon in 2025 of $265,376.
• changedSuch a review was conducted in 2024, 2023,which served as a guide to the Committee in setting our 2025 2024executive compensation levels.
• changedThe Compensation Committee used the market information compiled as well as additional information regarding the ongoing movement of executive compensation in the banking industry to test the reasonableness of the compensation decisions we made for 2025. 2024.
• changedAon conducted another review of executive compensation in October 2025, 2024,which was used to make compensation decisions for 2026. 2025.
• changedThe 2024 2023Compensation Peer Group used in connection with 2025 2024compensation decisions consisted of a peer group of 24 26banks and bank holding companies aligned with the Company’s business profile and external environment, and positioned the Company close to the peer group median in terms of asset size.
• changedThe 2024 2023Compensation Peer Group was comprised of peers with total assets ranging from $25 $24billion to $100 billion respectively at the time of selection.
• changedThe median total assets for the 2024 2023Compensation Peer Group was $44 $39billion, which positioned the Company at the 35th 43rdpercentile of the peer group at the time of selection.
• changedWe referred to the 2024 2023Compensation Peer Group in establishing compensation levels and program design features for 2025. 2024.
• changedThe Company’s 2024 2023Peer Bank Group consists of the following 24 26banks and bank holding companies.
• changedCOMPANY NAME TICKER AmerisBancorpABCBAssociated Banc-Corp ASB BankUnited Inc. BKU BOK Financial Corp. BOKF Cadence Bank CADE Columbia Banking System Inc. COLB Comerica Inc. CMA Commerce Bancshares Inc. CBSH Cullen/Frost Bankers Inc. CFR F.N.B.
• changedCorp. FNB First Interstate BancSystem FIBK Fulton Financial Corp. FULT Glacier Bancorp Inc. GBCI Old National Bancorp ONB Pinnacle Financial Partners PNFP Prosperity Bancshares Inc. PB Simmons First National Corp. SFNC SouthState Corp. SSB Synovus Financial Corp. SNV Texas Capital Bancshares Inc. TCBI UMB Financial Corp. UMBF United Bankshares Inc. UBSI United Community Banks Inc. UCB UCBIValley National Bancorp VLY WebsterFinancialCorp.WBSWintrust Financial Corp. WTFC
• changedIn 2025, 2024,our executive officer compensation program consisted of the following elements: base salary, annual cash incentives, long-term equity incentives, retirement benefits, change in control protections, and other benefits including limited perquisites.
• changedAfter reviewing the 2024 2023Compensation Peer Group compensation study, provided by its independent compensation consultant, the Compensation Committee determined that the base salaries of our NEOs were within the competitive range for peer executives.

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