HANCOCK WHITNEY CORP

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider prior to voting. Please read the entire proxy statement carefully before voting.

Fiscal 2023 Company Performance Highlights(see pages 33-34)

Our performance in 2023 was strong despite the challenging operating environment, and we believe our results reflect the successful navigation of these headwinds while demonstrating our continued strength and stability. Net income for the year ended December 31, 2023 was $392.6 million, or $4.50 per diluted common share, compared to $524.1 million, or $5.98 per diluted common share in 2022. The results for 2023 include a net charge of $75.4 million (pre-tax), or $0.68 per share after tax, comprised of the following supplemental disclosure items: a $65.4 million loss on restructuring of the securities portfolio, a $26.1 million FDIC special assessment charge and a $16.1 million gain on the sale of a parking facility. There were no supplemental disclosure items in 2022. We ended 2023 with strong capital, ample liquidity, a seasoned and diversified deposit base, and a solid allowance for credit losses. The following is an overview of financial results for the year ended December 31, 2023:•Net income of $392.6 million, or $4.50 per diluted common share, in 2023•Adjusted pre-provision net revenue* totaled $635.7 million in 2023, down $5.4 million from 2022•Loan growth of $807.9 million, or 3%, to $23.9 billion, compared to $23.1 billion at December 31, 2022; primarily attributable to growth in the residential mortgage and commercial real estate – income producing portfolios•Completed securities portfolio restructure in 2023, in which we sold $1.04 billion of available for sale securities, with the strategic goal of enhancing net interest margin through the deployment of proceeds of $977.1 million into higher-yielding earning assets and repayment of short-term borrowings•Total assets at December 31, 2023 were $35.6 billion, up $394.7 million, or 1%, compared to December 31, 2022•Deposits of $29.7 billion at December 31, 2023 increased $619.7 million, or 2%, from December 31, 2022, reflecting a change in deposit mix from noninterest-bearing deposits to retail time deposits as well as an increase in brokered time deposits; noninterest bearing deposits comprised 37% of total deposits at December 31, 2023, compared to 47% at December 31, 2022

•Total available on and off-balance sheet liquidity exceeded total noncollateralized, uninsured deposits throughout 2023 •Criticized commercial loans and nonaccrual loans remained near historically low levels throughout 2023; robust allowance for credit loss to total loans of 1.41% at December 31, 2023 •Capital ratios remain strong and well above regulatory minimums with common equity tier 1 ratio (CET1) of 12.33% at December 31, 2023, up 92 bps from December 31, 2022; tangible common equity ratio was 8.37% at December 31, 2023, up 128 bps from December 31, 2022. Remain well-capitalized including all unrealized losses•Net interest margin increased 8 basis points (bps) to 3.34% in 2023, driven by rising interest rates and a favorable change in the mix of earning assets•Provision for credit losses of $59.1 million in 2023 reflecting a reserve release of $4.3 million and net charge-offs of $63.4 million, which includes a $29.7 million charge-off attributed to a single participation in a shared national credit, which stemmed from borrower-specific circumstances that we do not believe to be indicative of an industry or portfolio trend•Efficiency ratio* of 55.25% in 2023, up from 52.93% in 2022•In January 2023, the Company’s Board of Directors (our Board) declared an 11% increase in the regular quarterly cash dividend to $0.30 per share, reflecting our strong regulatory ratios allowing for improved shareholder returns* For more information and for a reconciliation of this and other non-GAAP financial measures, refer to Appendix A to this proxy statement.

Corporate Governance Highlights

Independent Oversight•Independent director, Jerry L. Levens, serves as the chairman of our Board. His responsibilities and duties help ensure our Board’s independent functioning.•With the exception of Mr. Hairston, who is our only employee director, all of our directors are independent under the listing standards of The NASDAQ Stock Market, LLC. •Our independent directors meet regularly in executive session without members of management.•With the exception of our Executive Committee, which includes Mr. Hairston, our Board committees and committee leadership are comprised entirely of independent directors.Shareholder Engagement•We strive to maintain open and transparent communications with our shareholders and aim to optimize opportunities for engagement. •We utilize various channels to engage with shareholders and analysts including face-to-face and virtual meetings, conferences, road shows, investor calls, quarterly earnings calls, and annual shareholder meetings, as well as distributing regular communications through our quarterly shareholder letter, annual proxy statement and annual Environmental, Social Responsibility and Governance (ESG) Report.•In 2023, we communicated with approximately 283 current and potential analysts and investors at 38 different investor conferences or industry sponsored calls, and in individual management calls. Additionally, we held annual review meetings with the rating agencies S&P Global and Moody’s Investor Services.•We maintain ongoing responsiveness to institutional and retail shareholders who directly contact us, and we remain committed to timely follow-up.Diversifying and Refreshing the Board’s Perspective•Our Board has adopted a “Rooney Rule” to ensure diverse candidates are included in the pool from which it selects director nominees.•Our Board values fresh perspectives and 20% of our directors have been added since 2018.•Two-thirds of the directors added to our Board since 2018 are women and one-third of our current directors are women.•Three of the five women on our Board have leadership roles. •Our ongoing director training program provides continuing education on various issues of importance to the Company.•We have a mandatory retirement policy for directors that prohibits re-election after their 72nd birthday.

•Our Board has established an ongoing Board succession planning process to ensure our Board continues to have the depth and breadth of experience and perspective needed for a strong financial institution.Good Governance Practices•Our Corporate Governance and Nominating Committee is responsible for overseeing the Company’s environmental, social, and governance strategies and initiatives.•Our Compensation Committee is responsible for overseeing the Company’s human capital strategies.•We have established a Sustainability Committee chaired by our Chief Risk Officer and comprised of senior executives. This management committee is responsible for assisting with the development and implementation of strategies and initiatives relating to the environment, social responsibility and sustainable growth generally.

•In 2019, we began publishing an annual ESG Report, which is available on our Investor Relations website at investors.hancockwhitney.com under the Corporate Overview tab. In our ESG Report, we have included disclosures relating to our commercial banking activities that align with the Sustainability Accounting Standards Board standards as well as climate-related disclosures aligned with the recommendations of the Task Force on Climate-related Financial Disclosure.•Each member of our Audit Committee has banking or related financial management expertise and all four members are “financial experts” as defined by the Securities and Exchange Commission (the SEC).•Our Insider Trading Policy prohibits directors, officers and other associates from hedging Hancock Whitney stock.•During 2023, none of our directors held shares of Company stock that were pledged.•We have stock ownership and retention guidelines for directors and executive officers.•During 2023, each of the incumbent directors attended at least 75% of the aggregate number of meetings of the Board and the committees of the Board on which he or she served. •Our directors perform an annual evaluation of the Board to satisfy its obligation to represent the long-term interests of our shareholders, clients, communities and associates. •Our Corporate Governance Guidelines prohibit our directors from serving on more than three other public company boards in addition to our Board.

Executive Compensation Best Practices(see pages 35-36)

•Significant percentage of executive target compensation is performance-based. •Majority of long-term incentives awarded to executives are performance-based. •Mandated post-vest holding periods for stock awards. •No excise tax gross-up provisions in change in control agreements. •Compensation recoupment policy compliant with applicable listing standards of Nasdaq and Rule 10D-1 under the Exchange Act including mandatory and discretionary recoupment.•Limited perquisites. •Stock ownership requirements.