Hancock Whitney (HWC) CFO reports vested shares and tax withholding

Rhea-AI Filing Summary

Hancock Whitney Corporation’s Chief Financial Officer Michael M. Achary reported equity award activity in company common stock. On February 1, 2026, he acquired 10,360 shares at $68.80 per share upon vesting of Performance Share Awards. Shares were also withheld at the same price to cover tax obligations, leaving him with 61,156.9804 shares of common stock held directly, including shares accumulated through the Dividend Reinvestment Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Achary Michael M

(Last) (First) (Middle)

P.O. BOX 4019

(Street)

GULFPORT MS 39502

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HANCOCK WHITNEY CORP [ HWC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2026		A		10,360(1)	A	$68.8	66,169.9804(2)	D
Common Stock	02/01/2026		F		2,925	D	$68.8	63,244.9804	D
Common Stock	02/01/2026		F		2,088	D	$68.8	61,156.9804	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares acquired upon vesting of Performance Share Awards.

2. Includes shares acquired through the Dividend Reinvestment Plan since the reporting person's last Form 4 filing.

	/s/ Michael M Achary by Kathryn S Mistich (POA)	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did HWC’s CFO report on February 1, 2026?

Hancock Whitney’s CFO Michael M. Achary reported equity award activity on February 1, 2026. He acquired common stock through the vesting of Performance Share Awards, with additional shares withheld to satisfy tax obligations, as reflected in the Series A and F transaction codes at a price of $68.80.

How many Hancock Whitney (HWC) shares does the CFO own after this Form 4?

After the reported transactions, the CFO beneficially owns 61,156.9804 shares of Hancock Whitney common stock. This figure reflects the net result of shares acquired from vested Performance Share Awards and shares withheld for taxes, and it includes shares accumulated via the Dividend Reinvestment Plan since his last Form 4.

What was the source of the 10,360 HWC shares acquired by the CFO?

The 10,360 Hancock Whitney shares were acquired upon the vesting of Performance Share Awards. This means equity incentives previously granted to the CFO became earned and deliverable in stock, increasing his direct holdings before accounting for share withholding related to associated tax obligations.

What does the ‘F’ transaction code mean in the HWC CFO’s Form 4?

In this Form 4, the “F” code indicates shares of Hancock Whitney common stock were withheld to cover tax obligations tied to the equity award vesting. These tax-withholding transactions occur at $68.80 per share and reduce the number of shares the executive ultimately retains.

Are the HWC shares reported by the CFO held directly or indirectly?

The Form 4 shows the CFO’s Hancock Whitney common stock holdings as direct ownership. The beneficially owned total of 61,156.9804 shares is reported with ownership form marked “D,” indicating the shares are held directly rather than through an intermediary entity or account.