Otero Michael 4

What Happened

• Michael Otero, Chief Risk Officer of Hancock Whitney Corp. (HWC), had 4,267 performance share awards vest on 2026-02-01. The shares were valued at $68.80 each, totaling $293,570.
• To cover tax withholding, 1,306 shares (≈ $89,853) and 805 shares (≈ $55,384) were surrendered on the same date (total withheld 2,111 shares, ≈ $145,237). After withholding, Otero received a net 2,156 shares (≈ $148,333 at $68.80).

Key Details

• Transaction date: 2026-02-01. Price per share: $68.80.
• Award: 4,267 shares vested (reported as an Award/Acquisition).
• Withholding/dispositions: 1,306 shares and 805 shares surrendered to cover tax liabilities (reported as F — tax withholding).
• Shares owned after transaction: not disclosed in the provided filing details.
• Footnotes: F1 = shares acquired upon vesting of Performance Share Awards; F2 = includes shares acquired through the Dividend Reinvestment Plan since the reporting person's last Form 4 filing.
• Timeliness: Form filed 2026-02-03 for a 2026-02-01 transaction; no late filing indicated in the provided info.

Context

• This was a compensation-related vesting of performance shares, not an open-market purchase or voluntary sale. The disposals were tax withholdings (common when awards vest) rather than market sales.
• Net shares retained (2,156) represent Otero’s actual incremental stock from the vesting after taxes. Such vesting transactions are routine executive compensation events and do not, by themselves, indicate a change in the insider’s market view.