false00007505770000750577hwc:SeniorSubordinatedNotes1Member2024-12-092024-12-090000750577hwc:CommonStockParValueDollarThreePointThreeThreePerShareMember2024-12-092024-12-0900007505772024-12-092024-12-09
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
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Date of Report (Date of earliest event reported): December 09, 2024 |
Hancock Whitney Corporation
(Exact name of Registrant as Specified in Its Charter)
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Mississippi |
001-36872 |
64-0693170 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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Hancock Whitney Plaza 2510 14th Street |
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Gulfport, Mississippi |
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39501 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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COMMON STOCK, $3.33 PAR VALUE |
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HWC |
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The Nasdaq Stock Market LLC |
6.25% SUBORDINATED NOTES |
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HWCPZ |
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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 8.01 Other Events.
On December 9, 2024, the Board of Directors (the “Board”) of Hancock Whitney Corporation (the “Company”) authorized a stock buyback program (the “Stock Buyback Program”) pursuant to which the Company may, from time to time, purchase up to 5% of the shares of Company common stock outstanding as of December 31, 2024. The shares may be repurchased in the open market, by block purchase, through accelerated share repurchase plans, in privately negotiated transactions or otherwise, in one or more transactions, from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission. The Stock Buyback Program is effective on January 1, 2025 and has an expiration date of December 31, 2026 and does not obligate the Company to purchase any shares. The Stock Buyback Program may be terminated or amended by the Board at any time prior to the expiration date.
A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated December 12, 2024
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 hereunto duly authorized.
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Hancock Whitney Corporation |
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Date: |
December 12, 2024 |
By: |
/s/ Michael M. Achary |
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Michael M. Achary
Chief Financial Officer |
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FOR IMMEDIATE RELEASE December 12, 2024 |
For more information
Kathryn Shrout Mistich, VP, Investor Relations Manager
504.539.7836 or kathryn.mistich@hancockwhitney.com
Hancock Whitney Renews Share Repurchase Authorization
GULFPORT, Miss. (December 12, 2024) — Hancock Whitney Corporation (Nasdaq: HWC) today announced that at its December meeting, the Company’s Board of Directors (“the Board”) authorized a stock buyback program (the “Stock Buyback Program”) pursuant to which the Company may, from time to time, purchase up to 5% of the shares of Company common stock outstanding as of December 31, 2024, replacing the previous stock buyback program that expires on December 31, 2024.
The Stock Buyback Program is effective on January 1, 2025 and expires on December 31, 2026. The shares may be repurchased in the open market, by block purchase, through accelerated share repurchase plans, in privately negotiated transactions or otherwise, in one or more transactions, from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission. The Stock Buyback Program may be terminated or amended by the Board at any time prior to the expiration date.
About Hancock Whitney
Since the late 1800s, Hancock Whitney has embodied core values of Honor & Integrity, Strength & Stability, Commitment to Service, Teamwork, and Personal Responsibility. Hancock Whitney offices and financial centers in Mississippi, Alabama, Florida, Louisiana, and Texas offer comprehensive financial products and services, including traditional and online banking; commercial and small business banking; private banking; trust and investment services; healthcare banking; and mortgage services. The company also operates a loan production office in Nashville, Tennessee. More information is available at www.hancockwhitney.com.
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