SEC Form S-8 filed by Hancock Whitney Corporation

As filed with the Securities and Exchange Commission on April 30, 2025.

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

_____________________

Hancock Whitney Corporation

(Exact Name of Registrant as Specified in its Charter)

______________________

Hancock Whitney Plaza, 2510 14th Street

Gulfport, Mississippi 39501

(228) 868-4000

(Address, Including Zip Code, of Principal Executive Offices)

Hancock Whitney Corporation 2020 Long Term Incentive Plan

(Full Title of the Plan)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □

EXPLANATORY NOTE

On April 23, 2025, at the Annual Meeting of Shareholders of Hancock Whitney Corporation (the “Company”), the Company’s shareholders approved an amendment (the “Amendment”) to the Hancock Whitney Corporation 2020 Long Term Incentive Plan (the “Plan”), which amended the Plan to increase the number of shares of the Company’s common stock, par value $3.33 per share (the “Shares”), that may be issued under the Plan by 1,300,000 Shares. This Registration Statement on Form S-8 (the “Registration Statement”) relates to the additional 1,300,000 Shares authorized for issuance under the Plan pursuant to the Amendment, including additional Shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.

Pursuant to General Instruction E to Form S-8, the contents of the Company’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2020 (Registration Nos. 333-238226) and January 31, 2025 (Registration Nos. 333-284625), each relating to the Plan, including the information contained therein, is hereby incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference into this Registration Statement:

(1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2024;

(2) The Company’s Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof) filed with the Commission on January 30, 2025 and April 24, 2025;

(3) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2024 (except to the extent any parts of such reports were deemed furnished and not filed in accordance with SEC rules);

(4) The description of the Company’s Common Stock contained in the Company’s Form 8-K 12g3/A filed with the Commission on May 5, 2014, including any amendment or report filed for the purpose of updating such description; and

(5) All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Except as indicated below as being incorporated by reference to another filing with the Commission by the Company, the following exhibits to this registration statement are being filed herewith:

SIGNATURES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John M. Hairston and Juanita P. Kuhner, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.