HANCOCK WHITNEY CORP

Form 10-K

Index

Glossary of Defined Terms

Entities:

Hancock Whitney Corporation –a financial holding company registered with the Securities and Exchange Commission

Hancock Whitney Bank –a wholly-owned subsidiary of Hancock Whitney Corporation through which Hancock Whitney Corporation conducts its banking operations

Hancock Whitney Investment Services – a wholly owned subsidiary of Hancock Whitney Corporation, through which Hancock Whitney Corporation conducts limited broker-dealer services

Company –Hancock Whitney Corporation and its consolidated subsidiaries

Parent –Hancock Whitney Corporation, exclusive of its subsidiaries

Bank –Hancock Whitney Bank

Other Terms:

ACL –Allowance for credit losses

AFS –Available for sale securities

AI– Artificial Intelligence

ALCO– Asset Liability Management Committee

ALLL– Allowance for loan and lease losses

AML– Anti-money laundering

AOCI – Accumulated other comprehensive income or loss

ARG – Associate resource groups

ASC – Accounting Standards Codification

ASR– Accelerated share repurchase

ASU– Accounting Standards Update

ATM – Automated teller machine

Basel III -Basel Committee's 2010 Regulatory Capital Framework (Third Accord)

Beta –amount by which loan yields or deposit costs change in response to movements in market rates

BOLI– Bank-owned life insurance

bp(s) – basis point(s)

C&I – Commercial and industrial loans

CAMT – Corporate Alternative Minimum Tax

CD –Certificate of deposit

CDE – Community Development Entity

CECL – Current Expected Credit Losses

CEO – Chief Executive Officer

CET1 – Common equity tier 1 capital as defined by Basel III capital rules

CFPB– Consumer Financial Protection Bureau

CFO – Chief Financial Officer

CISO – Chief Information Security Officer

CMO – Collateralized mortgage obligation

Core client deposits – total deposits excluding public funds and brokered deposits

Core deposits– total deposits excluding certificates of deposit of $250,000 or more and brokered deposits

COSO – Committee of Sponsoring Organizations of the Treadway Commission

CRA –Community Reinvestment Act of 1977

CRE – Commercial real estate

DEI– Diversity, equity and inclusion

DIF – Deposit Insurance Fund

Dodd-Frank Act – The Dodd-Frank Wall Street Reform and Consumer Protection Act

ERM – Enterprise risk management

ESG – Environmental, Social and Governance; term used in discussion of risks and corporate policies related to those items

EVE – Economic Value of Equity

Excess Liquidity – deposits held at the Federal Reserve above normal levels

FASB – Financial Accounting Standards Board

FDIC – Federal Deposit Insurance Corporation

FDICIA – Federal Deposit Insurance Corporation Improvement Act of 1991

Federal Reserve Board– The 7-member Board of Governors that oversees the Federal Reserve System, establishes monetary policy (interest rates, credit, etc.), and monitors the economic health of the country. Its members are appointed by the President, subject to Senate confirmation, and serve 14-year terms.

Federal Reserve System – The 12 Federal Reserve Banks, with each one serving member banks in its own district. This system, supervised by the Federal Reserve Board, has broad regulatory powers over the money supply and the credit structure. They implement the policies of the Federal Reserve Board and also conduct economic research.

FFIEC – Federal Financial Institutions Examination Council

FHA – Federal Housing Administration

FHLB – Federal Home Loan Bank

GAAP – Generally Accepted Accounting Principles in the United States of America

HTM– Held to maturity securities

ICS– Insured cash sweep

IRR– Interest rate risk

IRS – Internal Revenue Service

IT – Information Technology

LIHTC – Low Income Housing Tax Credit

LTIP – Long-term incentive plan

MBS– Mortgage-backed securities

MD&A –Management’s discussion and analysis of financial condition and results of operations

MDBCF – Mississippi Department of Banking and Consumer Finance

MEFD– reportable modified loans to borrowers experiencing financial difficulty, as defined by ASC 326 effective January 1, 2023

NAICS – North American Industry Classification System

NII – Net interest income

n/m – not meaningful

NOL – Net operating loss

NSF – Nonsufficient funds

OBBBA –“An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14,” more commonly referred to as the “One Big Beautiful Bill Act,” enacted of July 4, 2025

OCI– Other comprehensive income or loss

OD – Overdraft

ORE – Other real estate defined as foreclosed and surplus real estate

PCD– Purchased credit deteriorated loans, as defined by ASC 326

Pension Plan – the Hancock Whitney Corporation Pension Plan and Trust Agreement

PPNR – Pre-provision net revenue, a non-GAAP measure

QSCB– Qualified School Construction Bonds

QZAB– Qualified Zone Academy Bonds

RSA – restricted share awards

RSU – restricted stock units

Sabal – Sabal Trust Company, an entity acquired May 2, 2025

SBA – Small Business Administration

SBIC – Small Business Investment Company

SEC – U.S. Securities and Exchange Commission

Securities Act – Securities Act of 1933, as amended

Short-term Investments – the sum of Interest-bearing bank deposits and Federal funds sold

SOFR– Secured Overnight Financing Rate

Supplemental disclosure items– certain highlighted items that are outside of our principal business and/or are not indicative of forward-looking trends.

TBA – To Be Announced security contracts

te – taxable equivalent adjustment, or the term used to indicate that a financial measure is presented on a fully taxable equivalent basis

TSR – Total shareholder return

USA Patriot Act– Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001

U.S. Treasury– The United States Department of the Treasury

Volcker Rule – Section 619 of the Dodd-Frank Act and regulations promulgated thereunder, as applicable

401(k) Plan – the Hancock Whitney Corporation 401(k) Savings Plan and Trust Agreement

Part I

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning and protections of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this annual report are set forth in this Annual Report on Form 10-K and in other reports or documents that we file from time to time with the SEC and include, but are not limited to, the following:

•

general economic and business conditions in our local markets, including conditions affecting employment levels, interest rates, inflation, the threat of recession, volatile equity capital markets, property and casualty insurance costs, collateral values, customer income, creditworthiness and confidence, spending and savings that may affect customer bankruptcies, defaults, charge-offs and deposit activity; and the impact of the foregoing on client behavior, including the velocity and levels of deposit withdrawals and loan repayment, the risk of accelerated deposit outflows driven by digital banking channels, real-time payments, or social media-driven concerns that may materially increase liquidity risk;

•

uncertainties surrounding geopolitical events, trade policy, taxation policy, and monetary policy which continue to impact the outlook for future economic growth; impacts from current and/or future imposition of tariffs by the United States against other nations; consideration of responsive actions by these nations, including retaliatory tariffs, or the expansion of import fees and tariffs among a larger group of nations continues to bring greater ambiguity to the outlook for future economic growth, including volatility in consumer spending, lower economic growth or recession, reduced demand for banking products and services, and negative credit quality developments arising from the foregoing or other factors;

•

balance sheet and revenue growth expectations may differ from actual results;

•

the risk that our provision for credit losses may be inadequate or may be negatively affected by credit risk exposure;

•

loan growth expectations;

•

management’s predictions about charge-offs;

•

fluctuations in commercial and residential real estate values, especially as they relate to the value of collateral supporting the Company’s loans;

•

the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;

•

the impact of current (including Sabal Trust Company) and future business combinations on our performance and financial condition including our ability to successfully integrate the businesses;

•

the potential impact of third-party business combinations in our footprint on our performance and financial condition;

•

deposit trends, including growth, pricing and betas;

•

credit quality trends;

•

changes in interest rates, including actions taken by the Federal Reserve Board and the impact of fluctuations in interest rates on our financial projections, models and guidance;

•

net interest margin trends, including the impact of changes in interest rates;

•

changes in the cost and availability of funding due to changes in the deposit and credit markets;

•

success of revenue-generating and cost-reducing initiatives;

•

future expense levels;

•

changes in expense to revenue (efficiency ratio), including the risk that we may not realize and/or sustain benefits from our efficiency and growth initiatives or that we may not be able to realize cost savings or revenue benefits in the time period expected, which could negatively affect our future profitability;

•

the effectiveness of derivative financial instruments and hedging activities to manage risks;

•

risks related to our reliance on third parties to provide key components of our business infrastructure, including the risks related to disruptions in services or financial difficulties of a third-party vendor;

•

risks related to potential claims, damages, penalties, fines and reputational damage resulting from pending or future litigation, regulatory proceedings or enforcement actions;

•

risks related to the ability of our operational framework to manage risks associated with our business such as credit risk and operation risk, including third-party vendors and other service providers, which could, among other things, result in a material breach of operating or security systems as a result of a cyber-attack or similar acts;

•

the extensive use, reliability, disruption, and accuracy of the models and data upon which we rely, including evolving supervisory expectations regarding model governance, validation, transparency, and explainability, particularly for models incorporating artificial intelligence (AI);

•

risks related to our implementation of new lines of business, new products and services, new technologies, and expansion of our existing business opportunities, including entering and/or expanding markets through de novo branching;

•

projected tax rates;

•

future profitability;

•

purchase accounting impacts, such as accretion levels;

•

our ability to identify and address potential cybersecurity risks and/or breaches, which may be exacerbated by recent developments in generative AI, on our systems and/or third-party vendors and service providers on which we rely, a material failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation, including the increasing sophistication of AI‑enabled fraud and financial crime, which may heighten operational, compliance and reputational risks;

•

our ability to receive dividends from Hancock Whitney Bank could affect our liquidity, including our ability to pay dividends or take other capital actions;

•

the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and rapid technology changes in the financial services market;

•

the impact of AI on our business operations, including emerging risks associated with the use of AI‑driven tools in customer interactions, credit processes, operational activities, and internal decision‑making, as well as uncertainty in laws and regulations over AI, our ability to comply with existing and/or future laws regulating development and use of AI;

•

the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;

•

our ability to effectively compete with other traditional and non-traditional financial services companies, some of whom possess greater financial resources than we do or are subject to different regulatory standards;

•

our ability to maintain adequate internal controls over financial reporting;

•

the financial impact of future regulatory and tax legislation;

•

the effects of geopolitical conflicts, civil unrest, war or other conflicts, acts of terrorism, climate change, natural disasters such as hurricanes, freezes, flooding, man-made disasters, such as oil spills, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions, and/or increase costs, including, but not limited to, property and casualty and other insurance costs;

•

action or inaction by the federal government, including as a result of any prolonged government shutdown or government intervention in the U.S. financial system;

•

a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding the federal budget and economic policy;

•

risks related to diversity, equity and inclusion, and environmental, social and governance legislation, rulemaking, activism and litigation, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations;

•

changes in laws and regulations affecting our businesses, including governmental monetary and fiscal policies, legislation and regulations relating to bank products and services, increased regulatory scrutiny resulting from bank failures, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses;

•

adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments), the Company's ability to effectively manage its liquidity risk and any growth plans, and the availability of capital and funding, including the heightened risk that technology‑enabled payment platforms, digital assets, or emerging alternatives such as tokenized deposits or stablecoins may influence customer behavior and deposit flows; and

•

the potential implementation of a regulatory reform agenda under the current administration that is significantly different than that of prior administrations, impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;

Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,”

“potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. Factors that could cause actual results to differ from those expressed in the Company’s forward-looking statements include, but are not limited to, those risk factors outlined in Item 1A. “Risk Factors.”

You are cautioned not to place undue reliance on these forward-looking statements. We do not intend, and undertake no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law.