HAIRSTON JOHN M 4

What Happened
John M. Hairston, President & CEO (and Director) of Hancock Whitney Corp (HWC), received 45,507 shares on Feb 1, 2026 as vested Performance Share Awards (code A) at an attributed price of $68.80 per share (total value $3,130,882). To cover tax liabilities, the company withheld/disposed 19,752 shares (code F) valued at $1,358,938 and 7,770 shares (code F) valued at $534,576, a combined withholding of 27,522 shares (~$1,893,514). Net shares retained from the vesting = 17,985 shares (approx. $1,237,368 at $68.80).

Key Details

• Transaction date: 2026-02-01; price used for valuation: $68.80/share.
• Award: 45,507 shares acquired (Performance Share Awards).
• Withholding for taxes/fees: 19,752 shares ($1,358,938) + 7,770 shares ($534,576) = 27,522 shares (~$1,893,514).
• Net shares retained from this vesting: 17,985 shares (approx. $1.24M).
• Footnotes: F1 = shares acquired upon vesting of Performance Share Awards; F2 = includes shares acquired via Dividend Reinvestment Plan since the last Form 4.
• Filing: Form 4 filed 2026-02-03 for a 2026-02-01 transaction (appears timely).

Context
This was a compensation-related award vesting, not an open-market purchase or voluntary sale. The F-coded transactions reflect routine withholding of shares to satisfy tax obligations (common for cashless settlement of equity awards) and do not necessarily indicate the insider is buying or selling for investment reasons.