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 Fellow Shareholders:

As we reflect on 2025, we are proud to report another year of strong financial performance and execution of our multi-year organic growth strategy. Hancock Whitney delivered improved profitability, balance sheet growth, and solid capital levels, all while advancing initiatives designed to create sustainable value for our clients, communities, associates, and shareholders.

Financial Highlights

In 2025, the Company made meaningful progress on improving profitability with net income per diluted share (EPS) of $5.67, compared to $5.28 in 2024, an increase of 7%. Year over year, adjusted pre-provision net revenue (PPNR)* increased 6% to $679.9 million, net interest income (te) grew 2%, and net interest margin (te) improved 10 basis points to 3.47%, despite a declining rate environment.

Fee income increased 12% in 2025, compared to 2024, led by 25% growth in trust fees following our acquisition of Sabal Trust Company. Additionally, the hard work of our dedicated associates resulted in increases in fee income across all categories, and we remain focused on finding opportunities to build these income streams. Expenses, adjusted for supplemental disclosure items, were up 4% in 2025, reflecting targeted investments in technology and other revenue enhancing initiatives.

Supplemental disclosure items in 2025 include a charge of $5.9 million (pre-tax), or $0.05 per share after tax, related to our acquisition of Sabal Trust Company. The results in 2024 include a charge of $3.8 million (pre-tax), or $0.03 per share after tax, related to a revision to the FDIC special assessment charge.

At year-end 2025, total loans reached $24.0 billion, up 3% from 2024, with broad-based growth across our footprint driven by strong client demand and higher production as we execute on our multi-year organic growth strategy. Total deposits ended 2025 at $29.3 billion, down $213 million, or 1%, from 2024, influenced by the falling interest rate environment. We ended 2025 with a loan-to-deposit ratio of 81.83%, compared to 79.00% in 2024.

We ended 2025 in a strong capital position, with a common equity tier one ratio of 13.65% and a tangible common equity ratio of 10.06%. In January 2025, the Board of Directors approved an increase of $0.05 per common share, or 12.5%, on the quarterly dividend payment, which brought total dividends payable to shareholders to $0.45 per common share. In January 2026, the Board of Directors approved a further dividend increase to $0.50 per common share. We are very proud to have paid an uninterrupted quarterly dividend since 1967. Proactive capital management in 2025 resulted in capital deployment through our acquisition of Sabal Trust Company, dividend increases, and the repurchase of approximately 5% of the Company’s outstanding common shares.

Positioned for Growth

Our shift toward balance sheet growth in 2025 was supported by effective balance‑sheet management, targeted investments in growth markets, and enhanced digital capabilities. We strengthened our product offerings for clients and maintained efficient operations that we believe position us to scale as we continue growing the Company.

As we enter 2026, we remain focused on sustaining this growth trajectory. We plan to continue our investment in new revenue producers and technology to deliver exceptional client experiences. These efforts reflect our 126‑year legacy and our commitment to generating strong, consistent shareholder returns.

On behalf of our Board of Directors, leadership team, and associates, thank you for your continued trust and support. We look forward to building on the strength of 2025 as we pursue new opportunities for growth and long‑term value creation for our shareholders.

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

March 17, 2026

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our Shareholders:

Hancock Whitney Corporation (the Company) will hold its Annual Meeting of Shareholders on Wednesday, April 29, 2026, at 11:00 a.m. Central Time in virtual-only format via audio webcast. To attend the annual meeting, go towww.virtualshareholdermeeting.com/HWC2026 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 five directors to serve until the 2029 annual meeting of shareholders;

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

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

Only holders of record of shares of our common stock at the close of business on March 2, 2026 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 29, 2026:The notice of annual meeting, proxy statement, proxy card and the 2025 annual report for the period ending December 31, 2025, are available at https://materials.proxyvote.com/410120

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