HANCOCK WHITNEY CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

To Our Shareholders:

In 2024, Hancock Whitney celebrated the 125 th anniversary of the original bank charter our founders established in 1899. We are incredibly proud of our progress over the past one-and-a-quarter century, growing from two smaller banks based in the Gulf South – Hancock Bank in Gulfport, Mississippi, and Whitney Bank in New Orleans – to a regional financial services institution with total assets of $35.1 billion at year end and approximately 3,500 associates serving clients and communities across the five contiguous Gulf Coast states. We believe we are well-positioned to help build a brighter future for our shareholders, clients, associates, and communities we serve for many years to come.

Financial Highlights

The financial results from 2024 reflect a year of improving profitability and strengthening capital. Net income per diluted share (EPS) was $5.28, compared to $4.50 in 2023. Adjusted pre-provision net revenue (PPNR)* totaled $641.0 million in 2024, compared to $635.7 million in 2023.

In 2024, fee income increased 8%, compared to fee income in 2023, adjusted for supplemental disclosure items. Our remarkable associates worked to grow fee income across most categories, and we remain focused on finding opportunities to continue to build these income streams. Expenses, adjusted for supplemental disclosure items, were up less than 1% in 2024, demonstrating our ability to control costs while still making thoughtful reinvestments in the company.

Supplemental disclosure items in 2024 include a net charge of $3.8 million (pre-tax), or $0.03 per share after tax, related to an FDIC special assessment charge. The results in 2023 include a net charge of $75.4 million (pre-tax), or $0.68 per share after tax of miscellaneous supplemental disclosure items.

Net interest margin for 2024 was 3.37%, up 3 bps from 2023, reflecting our ability to earn higher yields on average earning assets that offset higher funding costs in this changing interest rate environment. In 2024, we focused on originating more granular, full-service-relationship loans and reducing our exposure to higher balance, loan-only relationships. Our deposit base is stable and diverse, with a non-interest bearing deposit mix of 36% at year-end 2024, compared to 37% at year-end 2023. Criticized loan levels normalized in 2024, and we ended the year with a robust allowance for credit losses reserve coverage of 1.47%.

We finished 2024 with remarkably strong capital, with another year of growth in all of our capital metrics. We ended 2024 with a tangible common equity (TCE) ratio of 9.47% and common equity tier 1 (CET1) ratio of 14.14%, compared to TCE of 8.37% and CET1 ratio of 12.33% at year-end 2023. Total risk-based capital ratio was 15.93% at year-end 2024, compared to 13.93% at year-end 2023.

In April 2024, the Hancock Whitney Corporation Board of Directors approved an increase of $0.10 per common share, or 33%, on the quarterly dividend payment, which brought total dividends payable to shareholders to $0.40 per common share. In January 2025, the Board of Directors approved a further dividend increase to $0.45 per common share. We are very proud to have paid an uninterrupted quarterly dividend since 1967 and we are delighted we could increase this payment. We are also happy to report improvement in our stock price. We ended 2024 with a closing price of $54.72, up from $48.59 at December 31, 2023, and we achieved a record high closing price of $61.04 on November 25, 2024.

With our de-risked balance sheet, remarkably strong capital, solid deposit base, improved profitability, and solid allowance for credit losses, we believe we are well-positioned to continue to create value for you, our shareholders, for years to come.

Board of Directors

In 2024, Hancock Whitney Corporation appointed Moses H. Feagin Sr. to our Board of Directors. Mr. Feagin will be standing for election at this year’s shareholders’ meeting, along with our newest director nominee, Albert J. Williams. Both nominees bring their respective industry backgrounds and regional knowledge to the Board, as well as solid experience in large companies. One member of our Board will not be standing for re-election, Hardy B. Fowler. We thank him for his 15 years of dedicated service to Hancock Whitney. His expertise and remarkable career have been an invaluable resource to the Board.

Our Board of Directors, executive teams, and associates thank you for your continued confidence in Hancock Whitney.

*Non-GAAP measure. Reconciliation included in the following proxy statement.

March 11, 2025

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our Shareholders:

Hancock Whitney Corporation (the Company) will hold its Annual Meeting of Shareholders on Wednesday, April 23, 2025, at 11:00 a.m. Central Time in virtual-only format via audio webcast. To attend the annual meeting, go towww.virtualshareholdermeeting.com/HWC2025 and log in using the control number on your proxy card, voting instruction form or notice. The annual meeting will be held for the following purposes:

To elect six directors to serve until the 2028 annual meeting of shareholders;

To approve, on an advisory basis, the compensation of our named executive officers;

To approve an amendment to the Hancock Whitney Corporation 2020 Long Term Incentive Plan to increase the number of shares available by 1,300,000; and

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.

Only holders of record of shares of our common stock at the close of business on February 28, 2025 are entitled to notice of, and to vote at, the meeting or any adjournment thereof. We direct your attention to the attached proxy statement for more complete information regarding the matters to be acted upon at the annual meeting.

Your vote is important, whether or not you expect to attend the meeting. If voting by mail, please mark, date, sign and promptly return the enclosed proxy in the accompanying envelope. No postage is required if mailed in the United States. You may later revoke your proxy and vote during the meeting.

By order of the Board of Directors,

Important Notice Regarding the Availability of Proxy Materials for theShareholder Meeting to be held on April 23, 2025:The notice of annual meeting, proxy statement, proxy card and the 2024 annual report for the period ending December 31, 2024, are available at https://materials.proxyvote.com/410120

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