株探米国株
英語
エドガーで原本を確認する
false000075057700007505772025-11-102025-11-100000750577us-gaap:SeniorSubordinatedNotesMember2025-11-102025-11-100000750577hwc:CommonStockParValueDollarThreePointThreeThreePerShareMember2025-11-102025-11-10

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2025

 

 

Hancock Whitney Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Mississippi

001-36872

64-0693170

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Hancock Whitney Plaza

2510 14th Street

 

Gulfport, Mississippi

 

39501

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (228) 868-4727

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

COMMON STOCK, $3.33 PAR VALUE

 

HWC

 

The Nasdaq Stock Market LLC

6.25% SUBORDINATED NOTES

 

HWCPZ

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

 


Item 7.01 Regulation FD Disclosure.

On November 11, 2025, the Company is participating in Piper Sandler's Financial Services Conference in Aventura, FL. The conference is not being webcast. The investor presentation included as Exhibit 99.1 to this current report on Form 8-K contains reference slides which will be used during this conference. These slides provide select updated mid-quarter data.

 

In accordance with the General Instruction B.2 of Form 8-K, the information furnished in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall the information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit

Description

99.1

Presentation slides dated November 10, 2025 (furnished with the Commission as part of this form 8-K)

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

HANCOCK WHITNEY CORPORATION

 

 

 

 

Date:

November 10, 2025

By:

/s/ Michael M. Achary

 

 

 

Michael M. Achary
Chief Financial Officer

 


EX-99.1 2 hwc-ex99_1.htm EX-99.1

Slide 1

Mid-Fourth Quarter 2025Update 11/10/2025 HANCOCK WHITNEY


Slide 2

This presentation contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements that we may make include statements regarding our expectations of our performance and financial condition, balance sheet and revenue growth, the provision for credit losses, capital levels, deposits (including growth, pricing, and betas), investment portfolio, other sources of liquidity, loan growth expectations, management’s predictions about charge-offs for loans, the impact of current and future economic conditions, including the effects of a prolonged government shutdown, declines in the real estate market, tariffs or trade wars (including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, and decreased demand for other banking products and services), high unemployment, inflationary pressures, increasing insurance costs, fluctuations in interest rates, including the impact of changes in interest rates on our financial projections, models and guidance and slowdowns in economic growth, as well as the financial stress on borrowers as a result of the foregoing, general economic business conditions in our local markets, Federal Reserve action with respect to interest rates, the effects of war or other conflicts, acts of terrorism, climate change, the impact of natural or man-made disasters, the adequacy of our enterprise risk management framework, potential claims, damages, penalties, fines and reputational damage resulting from pending or future litigation, regulatory proceedings, assessments, and enforcement actions, as well as the impact of negative developments affecting the banking industry and the resulting media coverage; the potential impact of current (including Sabal Trust Company) or future business combinations on our performance and financial condition, including our ability to successfully integrate the businesses, success of revenue-generating and cost reduction initiatives, the potential impact of third-party business combinations in our footprint on our performance and financial condition, the effectiveness of derivative financial instruments and hedging activities to manage risks, projected tax rates, increased cybersecurity risks, including potential business disruptions or financial losses, the adequacy of our internal controls over financial and non-financial reporting, the financial impact of regulatory requirements and tax reform legislation, deposit trends, credit quality trends, net interest margin trends, future expense levels, future profitability, improvements in expense to revenue (efficiency) ratio, purchase accounting impacts and expected returns. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook," or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. Forward-looking statements are subject to significant risks and uncertainties. Any forward-looking statement made in this presentation is subject to the safe harbor protections set forth in the Private Securities Litigation Reform Act of 1995. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and in other periodic reports that we file with the SEC. Important cautionary statement about forward-looking statements


Slide 3

Share Repurchase Program Update 4Q25 quarter-to-date company common stock repurchased* 2,100,000 shares at a weighted average price of $57.33 Total shares repurchased since share repurchase program inception 3,862,500 shares Remaining authorization under share repurchase program Expect to repurchase remaining 443,700 shares of common stock authorized during the fourth quarter of 2025 *As of 11/7/25


Slide 4

Updated Fourth Quarter 2025 Forward Guidance 4Q25 Guidance Key Guidance Assumptions Loans (EOP) Up low single digits Expect growth in Commercial Non-RE and Healthcare partially offset by CRE payoffs Deposits (EOP) Up low single digits Expect fourth quarter deposit growth driven by seasonality Net Interest Income (te); NIM (te) Up 2%-3% Guidance based on one additional 25 bp rate cut in December 2025 Modest Expansion Adjusted Pre-Provision, Net Revenue* Down 1%-2% Expect adjusted PPNR to be up between 5%-6% from FY24 adjusted PPNR, with a bias to the upper end of the range; no change from previous guidance Reserve for Credit Losses; Net charge-offs 0.15% - 0.25% Future assumptions in economic forecasts and any change in our own asset quality metrics will drive level of reserves Noninterest Income Down 2%-3% Expect slight decrease from third quarter due to seasonality, lower specialty fees (including impact of government shutdown on SBA fees) Adjusted Noninterest Expense* Up 2%-3% Expect slight increase from the third quarter of 2025 related to organic growth plan investments including hiring of additional bankers and opening financial centers Effective Tax Rate 20% - 21% No change from previous guidance Efficiency Ratio* 55% - 56% No change from previous guidance *Refer to appendix for non-GAAP reconciliations


Slide 5

Appendix and Non-GAAP Reconciliations Appendix and Non-GAAP Reconciliations CHANCOCK WHITNEY


Slide 6

PPNR (TE) and Adjusted PPNR (TE) Reconciliation   Three Months Ended Nine Months Ended (in thousands) 3Q25 2Q25 1Q25 4Q24 3Q24 YTD 2025 YTD 2024 Net Income (GAAP) $127,466 $113,531 $119,504 $122,074 $115,572 $360,501 $338,741 Provision for credit losses 12,651 14,925 10,462 11,912 18,564 38,038 40,255 Income tax expense 32,869 31,048 29,671 28,446 29,684 93,588 84,712 Pre-provision net revenue 172,986 159,504 159,637 162,432 163,820 492,127 463,708 Taxable equivalent adjustment* 2,571 2,496 2,806 2,735 2,693 7,873 8,351 Pre-provision net revenue (TE)* 175,557 162,000 162,443 165,167 166,513 500,000 472,059 Adjustments from supplemental disclosure items               Sabal Trust Company acquisition expense — 5,911 — — — 5,911 — FDIC special assessment — — — — — — 3,800 Adjusted pre-provision net revenue (TE)* $175,557 $167,911 $162,443 $165,167 $166,513 $505,911 $475,859 Total Revenue (TE), Operating PPNR (TE) Reconciliations Taxable equivalent (TE) amounts are calculated using a federal income tax rate of 21%. Three Months Ended (in thousands) 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 Net interest income $238,286 $235,183 $237,866 $231,188 $233,156 Noninterest income 82,350 83,748 73,943 84,387 82,924 Total revenue $320,636 $318,931 $311,809 $315,575 $316,080 Taxable equivalent adjustment 3,115 3,189 3,248 3,448 3,580 Total revenue (TE) $323,751 $322,120 $315,057 $319,023 $319,660 Noninterest expense (193,144) (195,774) (196,539) (203,335) (197,856) Nonoperating expense — — — — 3,856 Operating pre-provision net revenue $130,607 $126,346 $118,518 $115,688 $125,660CHANCOCK WHITNEY 31 *Taxable equivalent (TE) amounts are calculated using a federal tax rate of 21% Adjusted Noninterest Expense   Three Months Ended Nine Months Ended (in thousands) 3Q25 2Q25 1Q25 4Q24 3Q24 YTD 2025 YTD 2024 Noninterest expense (GAAP) $212,753 $215,979 $205,059 $202,333 $203,839 $633,791 $617,577 Adjustments from supplemental disclosure items               Sabal Trust Company acquisition expense — (5,911) — — — (5,911) — FDIC special assessment — — — — — — (3,800) Adjusted noninterest expense $212,753 $210,068 $205,059 $202,333 $203,839 $627,880 $613,777


Slide 7

Adjusted Efficiency Ratio   Three Months Ended Nine Months Ended (in thousands) 3Q25 2Q25 1Q25 4Q24 3Q24 YTD 2025 YTD 2024 Net interest income $279,738 $276,959 $269,905 $273,556 $271,764 $826,602 $808,365 Noninterest income 106,001 98,524 94,791 91,209 95,895 299,316 272,920 Total GAAP revenue 385,739 375,483 364,696 364,765 367,659 1,125,918 1,081,285 Taxable equivalent adjustment* 2,571 2,496 2,806 2,735 2,693 7,873 8,351 Total revenue (TE)* $388,310 $377,979 $367,502 $367,500 $370,352 $1,133,791 $1,089,636 GAAP Noninterest expense $212,753 $215,979 $205,059 $202,333 $203,839 $633,791 $617,577 Amortization of Intangibles (2,694) (2,524) (2,113) (2,206) (2,292) (7,331) (7,207) Adjustments from supplemental disclosure items               Sabal Trust Company acquisition expense — (5,911) — — — (5,911) — FDIC special assessment — — — — — — (3,800) Adjusted noninterest expense less amortization of intangibles $210,059 $207,544 $202,946 $200,127 $201,547 $620,549 $606,570 Efficiency Ratio** 54.10% 54.91% 55.22% 54.46% 54.42% 54.73% 55.67% *Taxable equivalent (TE) amounts are calculated using a federal tax rate of 21% ** The efficiency ratio is noninterest expense to total net interest income (TE) and noninterest income, excluding amortization of purchased intangibles and supplemental disclosure items noted above


Slide 8

Mid-Fourth Quarter 2025Update 11/10/2025 HANCOCK WHITNEY