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 Year 2025 Company Performance Highlights(see page 35)

Hancock Whitney delivered another year of solid performance in 2025, reflecting continued balance sheet strength, disciplined credit management, and profitability growth. Full year net income totaled $486.1 million, or $5.67 per diluted share, compared to $460.8 million, or $5.28 per diluted share, in 2024. The results for 2025 include a pre-tax charge of $5.9 million, or $0.05 per share, related to our acquisition of Sabal Trust Company. The results for 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. The following is an overview of our financial results for the year ended December 31, 2025.•Net income of $486.1 million, or $5.67 per diluted share, compared to $460.8 million, or $5.28 per diluted share, in 2024•Adjusted pre-provision net revenue (PPNR)* totaled $679.9 million, up $38.9 million, or 6%, compared to 2024 •Net interest margin expanded 10 basis points year-over-year to 3.47% in 2025•Efficiency ratio improved to 54.78% in 2025, compared to 55.36% in 2024•Total assets were $35.5 billion at December 31, 2025, up $391 million, or 1%, compared to December 31, 2024•Loans at December 31, 2025 were $24.0 billion, up $659 million, or 3%, from December 31, 2024•Deposits at December 31, 2025 were $29.3 billion, down $213 million, or 1%, compared to December 31, 2024•Criticized commercial loans declined in all four quarters of 2025, while nonaccrual loans were relatively stable throughout the year; robust allowance for credit loss to total loans of 1.43% at December 31, 2025, compared to 1.47% at December 31, 2024•Capital ratios remain strong and well above regulatory minimums with common equity tier 1 ratio (CET1) of 13.65% at December 31, 2025, down 49 bps from December 31, 2024; tangible common equity ratio was 10.06% at December 31, 2025, up 59 bps from December 31, 2024•During the first quarter of 2025, the Board of Directors declared an increase of 12.5% in the quarterly common stock cash dividend to $0.45 per share. Over the course of 2025, the Company also repurchased 4.3 million

shares of its common stock. These actions reflect our strong regulatory capital position and our ongoing commitment to enhancing shareholder returnsFurther details on our financial performance for the year ended December 31, 2025 can be found within the Compensation Discussion and Analysis (“CD&A”) section. * 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 promote 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 (Nasdaq). •Our independent directors meet regularly in executive session without members of management present.•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 and annual proxy statement.•In 2025, we communicated with approximately 306 current and potential analysts and investors at 45 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 seeks out independent, highly qualified candidates who also reflect a breadth of experience, skills, perspective, background, and geography, encouraging cognitive diversity and aiding in effective, independent oversight on behalf of all shareholders and stakeholders.•Our Board values fresh perspectives and 33% of our directors have been added since 2020.•Forty percent of the directors added to our Board since 2020 are women and one-third of our current directors are women, with four of the five women on our Board serving in 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 corporate governance strategies and initiatives.•Our Compensation Committee is responsible for overseeing the Company’s human capital strategies.•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 (SEC).•Our Insider Trading Policy prohibits directors, officers and other associates from hedging Hancock Whitney stock.•During 2025, none of our directors or executive officers held shares of Company stock that were pledged.•We have stock ownership and retention guidelines for directors and executive officers.•During 2025, 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 and all directors attended our 2025 annual meeting of shareholders.

•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 page 37)

•Significant percentage of executive target compensation is performance-based •Majority of long-term incentives awarded to executives are performance-based •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

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

You are receiving these materials because you owned shares of our common stock at the close of business on March 2, 2026, the record date for the meeting, and are entitled to vote those shares at the meeting. All materials for the 2026 annual meeting are available to you online athttps://materials.proxyvote.com/410120 beginning on March 17, 2026 and, in some cases, we have delivered printed proxy materials to you. This proxy statement summarizes information you should consider in connection with the matters that will be voted on at the annual meeting. You do not need to attend the annual meeting to vote your shares.

When and where is the annual meeting?

We will hold the annual meeting on Wednesday April 29, 2026, at 11:00 a.m. Central Time in a virtual-only format via audio webcast. Shareholders will be able to attend the annual meeting by visitingwww.virtualshareholdermeeting.com/HWC2026. There will be no physical, in-person meeting. See “How can I attend the annual meeting?” below regarding how to attend the meeting.

How can I attend the annual meeting?

If you are a shareholder of record or beneficial owner of common stock holding shares on March 2, 2026, the record date, you may attend the meeting by visitingwww.virtualshareholdermeeting.com/HWC2026 and logging in by entering the control number found on your proxy card, voting instruction form or notice, as applicable.

Shareholders who cannot locate their control number and whose shares are (i) held of record (directly with our transfer agent) or (ii) credited to their associate account in the Hancock Whitney Corporation 401(k) Savings Plan, may contact our Investor Relations team at InvestorRelations@hancockwhitney.com to receive a duplicate control number. Shareholders who cannot locate their control number and whose shares are held in street name (through a broker, bank or other nominee) should contact their broker or nominee to receive a duplicate control number.

Why did I receive a notice of internet availability of proxy materials instead of a full set of proxy materials?

In accordance with the rules of the SEC, we are permitted to furnish proxy materials, including this proxy statement and our 2025 annual report, to shareholders by providing access to these documents online instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless requested. Instead, most shareholders will only receive a notice that provides instructions on how to access and review our proxy materials online. We have elected electronic access to our proxy materials to save the Company the cost of producing and mailing these documents. We believe this expedites shareholder receipt of proxy materials, lowers the costs incurred by us and conserves natural resources. The notice also provides instructions on how to submit your proxy and vote online or by phone. If you would like to receive a printed copy or emailed copy of our proxy materials free of charge, please follow the instructions set forth in the notice to request the materials.

Who is soliciting my proxy?

Our Board is soliciting a proxy to vote the shares that you are entitled to vote at our 2026 annual meeting, whether or not you attend the meeting. By completing, signing, dating and returning the proxy card or voting instruction card, or submitting your proxy online or by phone with your voting instructions, you are authorizing the proxy holders to vote your shares at our annual meeting in accordance with your instructions.

Who may vote at the annual meeting?

You may vote at the annual meeting if you owned Company common stock at the close of business on March 2, 2026, the record date for the meeting. You are entitled to one vote for each share of our common stock held by you on the record date, including shares:

•held directly in your name with our transfer agent (with respect to such shares you are referred to as the “shareholder of record”);

•held for you in an account with a broker, bank or other nominee (such shares are considered to be held in “street name”); and

•credited to your associate account in the Hancock Whitney Corporation 401(k) Savings Plan (the Hancock Whitney 401(k) Plan).

How many shares must be present to hold the annual meeting?

A majority of the outstanding shares of our common stock as of the record date must be present at the annual meeting to convene the meeting and conduct business. This is called a quorum. On the record date, there were 81,546,524 shares of our common stock outstanding and entitled to vote. Accordingly, 40,773,263 shares of our common stock constitute a quorum. If you are a street name holder and you do not instruct your broker or nominee how to vote your shares on any of the proposals, and your broker or nominee submits a proxy with respect to your shares on a matter with respect to which discretionary voting is permitted, your shares will be counted as present at the annual meeting for purposes of determining whether a quorum exists. In addition, shareholders of record who are present at the annual meeting virtually (see “How can I attend the annual meeting” above for information on how to attend virtually) or by proxy will be counted as present at the annual meeting for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on any or all of the proposals.

What proposals are scheduled for a vote at the annual meeting?

There are three proposals scheduled for a shareholder vote at the annual meeting:

How do I vote my shares and ask questions during the annual meeting?

Shareholders may vote and submit questions during the annual meeting by following the instructions available on the virtual meeting website. Technical assistance will be available for those attending the meeting. See “How can I attend the annual meeting?” above regarding how to attend the meeting.

Shareholders may also submit questions in advance of the meeting atwww.proxyvote.com by entering the control number found on their proxy card, voting instruction form or notice, as applicable, and following the instructions on that site. We encourage shareholders who wish to submit a question to read our rules and procedures for the conduct of the annual meeting appearing on the proxy vote and virtual shareholder meeting websites.

Even if you plan to attend the annual meeting, we encourage you to submit your voting instructions and proxy online, by phone or by mail (as described below) so your shares will be counted as present and voted if you later decide not to attend.

How do I vote my shares without attending the annual meeting?

Whether you hold shares in your own name, in street name or through the Hancock Whitney 401(k) Plan, you may vote your shares without attending the annual meeting.

Shareholders of Record and Shareholders through the Hancock Whitney 401(k) Plan: You may submit a proxy to vote your shares in any of the following ways:

•

Online– You may submit your proxy and voting instructions online by following the instructions on the notice or proxy card prior to the deadline for online submissions. If you submit your proxy and voting instructions online, you do not need to return a proxy card. The online submission procedures will authenticate your identity as a shareholder, allow you to give your voting instructions and submit your proxy and confirm that your instructions have been properly received. The deadline for online submissions is 11:59 p.m. Eastern Time (10:59 p.m. Central Time) on April 28, 2026.

•

By Phone – You may submit your proxy and voting instructions by using any touch-tone telephone and following the instructions on the notice or proxy card prior to the deadline for telephone submissions. If you submit your proxy and voting instructions by telephone, you do not need to return a proxy card. The telephone submission procedures will authenticate your identity as a shareholder, allow you to give your voting instructions and submit your proxy and confirm that your instructions have been properly received. The deadline for phone submissions is 11:59 p.m. Eastern Time (10:59 p.m. Central Time) on April 28, 2026.

•

By Mail – If you received or requested printed materials, you may submit your proxy and voting instructions by mail by completing, signing, dating, and returning your proxy card in the postage prepaid envelope provided. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney, or officer of a corporation), you should indicate your name and your title or capacity. The Corporate Secretary must receive your proxy card by 9:00 a.m. Central Time on April 29, 2026 in order for your shares to be voted.

Street Name Shareholders: For shares held in street name, you should follow the voting directions provided by your broker or nominee. You may complete and mail a voting instruction card to your broker or nominee or, if permitted by your broker or nominee, submit voting instructions online. If you provide specific voting instructions, your broker or nominee will vote your shares as you direct.

What happens if I submit a proxy without complete instructions or if I do not vote at all? On which proposals may my shares be voted without receiving voting instructions from me?

If you properly complete, sign, date, and return a proxy or voting instruction card, or submit your proxy online, your stock will be voted as you specify.

If you do not submit a proxy or voting instruction card, or if you submit a properly executed proxy with incomplete voting instructions, whether your shares may be voted depends upon two factors – whether you are a shareholder of record or a street name shareholder and, if you are a street name shareholder, whether the proposal is considered routine or non-routine under New York Stock Exchange rules that apply to securities intermediaries (such as brokers, banks, and other nominees).

Shareholders of Record and Shareholders through the Hancock Whitney 401(k) Plan: If you do not provide voting instructions on any matter (either by not returning a proxy card or not voting online or due to incomplete voting instructions) and you do not vote during the meeting, your shares will not be voted on the matter for which instructions are not received. If you do not submit a proxy at all and do not vote during the annual meeting, your shares will not be voted on any matter. However, if you submit a properly executed proxy card but do not provide voting instructions, your proxy will vote as recommended by the Board of Directors, which will be as follows at the 2026 Annual Meeting: FOR all five nominees under Proposal 1, FOR Proposal 2, FOR Proposal 3, and as the proxies decide on any matter properly brought before the meeting.

Street Name Shareholders: If you hold shares in street name and you do not provide voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee only has discretionary authority to vote your shares on routine matters. The proposal to ratify the Board’s selection of the independent registered public accounting firm is considered a routine matter. However, the proposal to elect directors and the say-on-pay proposal are each considered non-routine matters and if you do not provide voting instructions on those non-routine proposals your shares will not be voted on those proposals.

A broker non-vote occurs when a broker holding shares for you in street name submits a proxy that votes your shares on one or more matters, but does not vote (the broker non-vote) on non-routine matters with respect to which you have not given voting instructions.

What are my voting options for each proposal? How does the Board of Directors recommend that I vote? How many votes are required to approve each proposal? How are the votes counted?

The following chart explains what your voting options are with regard to each matter proposed in this proxy statement, how the Board of Directors recommends that you vote on each proposal, what vote is required for each proposal to be approved, and how abstentions, withheld votes, and broker non-votes will affect the outcome of each proposal.

• A plurality vote means that the five nominees who receive the five highest numbers of votes cast in the election of directors will be elected as directors, even if less than a majority.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one notice, proxy card or voting instruction card, it means you hold shares registered in more than one name, or through multiple street name accounts. To ensure that all of your shares are represented at the meeting and voted, complete, sign, date and return each proxy card or voting instruction card, or if you submit your proxy and voting instructions online or by phone, do so for each notice, proxy card and voting instruction card you receive. If you plan to vote during the annual meeting, please refer to “How do I vote my shares and ask questions during the annual meeting?” above for additional information.

May I change my vote?

Yes. Your proxy may be revoked or changed at any time before it is voted by providing notice of revocation in writing to our Corporate Secretary, by our timely receipt of another proxy with a later date, by a later-dated online vote, or by voting during the annual meeting. Written notice should be provided to Juanita P. Kuhner, our Corporate Secretary, at or before the annual meeting. Ms. Kuhner’s office is located in Hancock Whitney Plaza, 2510 14th Street, Gulfport, Mississippi 39501. The notice must be received prior to the exercise of the proxy. Your attendance alone at the annual meeting will not be enough to revoke your proxy.

If you hold shares in street name, you must follow your broker’s instructions to change your vote.

Who pays for soliciting proxies?

The Company pays all costs of soliciting proxies. In addition, directors, officers and regular associates of the Company and its banking subsidiary, Hancock Whitney Bank (the Bank), may solicit proxies by mail, telephone, email or personal interview, but will not receive additional compensation for such solicitations.

Could other matters be considered and voted upon at the annual meeting?

Our Board does not expect to bring any other matter before the annual meeting, and it is not aware of any other matter that may be considered at the annual meeting. In addition, pursuant to our Bylaws, the deadline has expired for any shareholder to properly bring a matter before the annual meeting. However, if any other matter does properly come before the annual meeting, each of the proxy holders will vote in his discretion on such matter.

What happens if the annual meeting is postponed or adjourned?

Unless a new record date is fixed, your proxy will still be valid and may be voted at the postponed or adjourned annual meeting. You will still be able to change or revoke your proxy until it is used to vote your shares of our common stock.

How do I obtain additional copies of SEC filings?

Copies of all of our filings with the SEC may be obtained free of charge by clicking on “SEC Filings” on our Investor Relations website atinvestors.hancockwhitney.com.

If you would like to receive a printed copy of our reports on Forms 10-K and 10-Q as filed with the SEC, you may request these by contacting Kathryn Shrout Mistich, Manager, Investor Relations, Hancock Whitney Corporation, by mail at P.O. Box 4019, Gulfport, Mississippi 39502; or by phone at (504) 539-7836 or toll free (800) 522-6542; or by sending an e-mail to the following address: InvestorRelations@hancockwhitney.com. We will provide printed copies of our Forms 10-K and 10-Q to you free of charge (including any financial statements and financial statement schedules), but delivery of any other exhibits to those filings will require advance payment of a fee.

PROPOSAL NO. 1ELECTION OF DIRECTORS

Our Articles of Incorporation authorize the Board to determine how many directors the Company will have, provided that the Company must at all times have at least nine directors, divided into three classes. As of the record date, we had 15 directors, 14 of whom are independent and five of whom have terms expiring at the annual meeting.

Director Election Requirements

Directors are elected by a plurality of the votes cast, which means that the five director nominees who receive the five highest numbers of shares voted “for” their election are elected to the Board. Our Board has adopted a director resignation policy, which provides that if a director standing for election receives a greater number of “withheld” votes than “for” votes, the director will promptly tender his or her resignation. The Corporate Governance and Nominating Committee (the Corporate Governance Committee) will recommend to the Board whether to accept or reject the resignation and otherwise address any noted shareholder concerns. The Board will act on the Corporate Governance Committee’s recommendation within 90 days of the annual meeting, and the Company will disclose the Board’s decision and any other material information on a current report on Form 8-K filed with the SEC.

In the unexpected event that, prior to the date of the annual meeting, any nominee becomes unwilling or unable to serve, it is intended that the proxy holders will vote for the election of any replacement nominee recommended by the Board.

Nominations for election to the Board may be made as set forth under the heading “Board of Directors and Corporate Governance – Corporate Governance and Nominating Committee” on page 30 of this proxy statement.

Nominees for Election as Directors

The five directors described below have terms expiring at the annual meeting and have been nominated for re-election.

The Corporate Governance Committee met in February 2026 to evaluate each of the nominees standing for re-election and election, as applicable, to the Board. Based on the Corporate Governance Committee’s evaluation and unanimous recommendation, the Board has nominated each of these nominees for election as directors for a three-year term expiring at the Company’s 2029 annual meeting of shareholders. Each of these individuals is currently serving as a director of our Company.

Composition Highlights

As a whole, our Board has a wide range of skills and expertise including those listed in the director biographies below, and is comprised of five women and ten men, three individuals who self-identify as African American and one individual who self-identifies as Latina. This year’s nominees demonstrate the following areas of skill and expertise, among others.1

These areas of skill and expertise are in addition to the qualifications, qualities and skills we look for in all of our directors, as described under the heading “Board of Directors and Corporate Governance – Corporate Governance and Nominating Committee” on page 30 of this proxy statement, all of which are more fully described in the nominees’ respective biographies below.

The Corporate Governance Committee regularly assesses the composition of the Board and the qualifications and skills of each director. In recommending candidates for nomination, the Corporate Governance Committee takes into consideration a number of factors, including the expertise, qualifications, qualities and skills described above. The Corporate Governance Committee and the Board believe that each nominee is well qualified to be a Hancock Whitney director.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL FIVE DIRECTOR NOMINEES.

[1] On a self-reported basis.