Hancock Whitney (HWC) CEO receives 45,507-share stock award

Rhea-AI Filing Summary

Hancock Whitney Corporation President & CEO John M. Hairston reported several transactions in company common stock dated February 1, 2026. He acquired 45,507 shares at $68.80 per share, reflecting shares that vested from Performance Share Awards.

On the same date, two transactions coded "F" show share dispositions of 19,752 shares and 7,770 shares at $68.80 per share, typically representing shares withheld to cover taxes. After these transactions, he directly beneficially owned 289,958.9582 shares, which include 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

OMB APPROVAL

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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^*

HAIRSTON JOHN 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		45,507(1)	A	$68.8	317,480.9582(2)	D
Common Stock	02/01/2026		F		19,752	D	$68.8	297,728.9582	D
Common Stock	02/01/2026		F		7,770	D	$68.8	289,958.9582	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/ John M. Hairston 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.
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FAQ

What insider transactions did HWC CEO John M. Hairston report on February 1, 2026?

John M. Hairston reported acquiring 45,507 Hancock Whitney (HWC) common shares and two share dispositions of 19,752 and 7,770 shares, all at $68.80 per share. These transactions reflect vested Performance Share Awards and related share withholding activity on February 1, 2026.

How many Hancock Whitney (HWC) shares does CEO John M. Hairston own after the reported Form 4 transactions?

After the February 1, 2026 transactions, John M. Hairston directly beneficially owned 289,958.9582 shares of Hancock Whitney common stock. This balance includes shares acquired through the company’s Dividend Reinvestment Plan since his prior Form 4 filing, as noted in the footnotes.

What does the 45,507-share acquisition by HWC’s CEO represent?

The 45,507-share acquisition represents Hancock Whitney common stock received upon vesting of Performance Share Awards. The Form 4 notes that these shares were acquired at $68.80 per share and are characterized as an “A” transaction code, indicating an award or grant rather than an open-market purchase.

What is the meaning of the “F” coded transactions for HWC CEO John M. Hairston?

The two transactions coded “F” involve 19,752 and 7,770 Hancock Whitney shares at $68.80 per share. Code “F” generally indicates shares withheld to satisfy tax obligations upon vesting of equity awards, so these dispositions are typically administrative rather than discretionary market sales.

How are dividend reinvestment plan shares reflected in John M. Hairston’s HWC holdings?

The Form 4 explains that Hairston’s reported holdings include shares accumulated through the Dividend Reinvestment Plan since his last filing. This means reinvested dividends have been used to purchase additional Hancock Whitney shares, and those shares are part of his 289,958.9582 directly owned shares.