Hancock Whitney (HWC) - 2024 Q3 - Quarterly Report

FORM 10-Q Information Filing Details This report is Hancock Whitney Corporation's quarterly filing (Form 10-Q) for Q3 2024, with the company classified as a large accelerated filer having submitted all required reports - Hancock Whitney Corporation is a large accelerated filer[3] - The company has filed all required reports and interactive data files within the past 12 months[2] Securities Registration Information | Category | Trading Symbol | Registered Exchange | |:---|:---|:---| | Common Stock, $3.33 par value per share | HWC | Nasdaq | | 6.25% Subordinated Notes | HWCPZ | Nasdaq | - As of October 31, 2024, the company had 86,060,352 shares of common stock outstanding[4] Table of Contents & Glossary Table of Contents This section outlines the report's main chapters, covering financial statements, management's discussion, market risk, controls, and other essential information - Key report sections include financial statements, management's discussion and analysis, market risk disclosures, controls and procedures, legal proceedings, risk factors, unregistered sales of equity securities and use of proceeds, other information, and exhibits[5] Glossary of Defined Terms This section defines key entities and financial terminology to ensure consistent understanding of the report's content - Entities such as Hancock Whitney Corporation and Hancock Whitney Bank are defined[6] - Financial and regulatory terms like ACL (Allowance for Credit Losses), AFS (Available-for-Sale Securities), AOCI (Accumulated Other Comprehensive Income or Loss), and CECL (Current Expected Credit Losses) are explained[7][8] ITEM 1. Financial Statements Consolidated Balance Sheets As of September 30, 2024, total assets were $35.238 billion, a slight decrease from $35.579 billion at December 31, 2023, with total liabilities at $31.063 billion and total stockholders' equity increasing to $4.175 billion Consolidated Balance Sheet Key Data (as of September 30, 2024, and December 31, 2023) | Metric | Sep 30, 2024 (USD (thousands)) | Dec 31, 2023 (USD (thousands)) | |:---|:---|:---| | Assets: | | | | Cash and due from banks | 569,876 | 561,202 | | Available-for-sale securities | 5,296,147 | 4,915,195 | | Held-to-maturity securities | 2,473,633 | 2,684,779 | | Loans, net | 23,138,316 | 23,614,010 | | Total assets | 35,238,107 | 35,578,573 | | Liabilities: | | | | Total deposits | 28,982,905 | 29,690,059 | | Short-term borrowings | 1,265,944 | 1,154,829 | | Long-term debt | 236,431 | 236,317 | | Total liabilities | 31,063,420 | 31,774,912 | | Stockholders' Equity: | | | | Total stockholders' equity | 4,174,687 | 3,803,661 | - Net loans decreased from $23.614 billion at December 31, 2023, to $23.138 billion at September 30, 2024[9] - Total deposits decreased from $29.690 billion at December 31, 2023, to $28.983 billion at September 30, 2024[9] Consolidated Statements of Income Net income for Q3 2024 was $115.6 million, an 18.3% increase from $97.7 million in Q3 2023, while year-to-date net income was $338.7 million, slightly below $342.0 million in the prior year Consolidated Statements of Income Key Data (as of September 30, 2024) | Metric (USD (thousands)) | Q3 2024 | Q3 2023 | YTD 2024 | YTD 2023 | |:---|:---|:---|:---|:---| | Total interest income | 429,476 | 415,827 | 1,278,705 | 1,193,703 | | Total interest expense | 157,712 | 146,593 | 470,340 | 365,564 | | Net interest income | 271,764 | 269,234 | 808,365 | 828,139 | | Provision for credit losses | 18,564 | 28,498 | 40,255 | 42,151 | | Total noninterest income | 95,895 | 85,974 | 272,920 | 249,529 | | Total noninterest expense | 203,839 | 204,675 | 617,577 | 607,697 | | Net income | 115,572 | 97,738 | 338,741 | 341,999 | | Basic earnings per share | 1.33 | 1.12 | 3.89 | 3.93 | | Diluted earnings per share | 1.33 | 1.12 | 3.88 | 3.92 | | Dividends declared per share | 0.40 | 0.30 | 1.10 | 0.90 | - Net interest income for Q3 was $271.8 million, a slight increase from $269.2 million in the prior year period[11] - The provision for credit losses in Q3 was $18.6 million, a significant decrease from $28.5 million in the prior year period[11] Consolidated Statements of Comprehensive Income Comprehensive income for Q3 2024 was $298.0 million, compared to a comprehensive loss of $34.5 million in Q3 2023, primarily due to net changes in unrealized losses on available-for-sale securities Consolidated Statements of Comprehensive Income Key Data (as of September 30, 2024) | Metric (USD (thousands)) | Q3 2024 | Q3 2023 | YTD 2024 | YTD 2023 | |:---|:---|:---|:---|:---| | Net income | 115,572 | 97,738 | 338,741 | 341,999 | | Other comprehensive income (loss) before tax | 234,128 | (171,041) | 186,534 | (159,434) | | Other comprehensive income (loss) after tax | 182,440 | (132,208) | 145,631 | (122,812) | | Comprehensive income (loss) | 298,012 | (34,470) | 484,372 | 219,187 | - Year-to-date comprehensive income for 2024 was $484.4 million, a substantial increase from $219.2 million in the same period of 2023[12] - Net changes in unrealized losses on available-for-sale securities, cash flow hedges, and equity method investments resulted in a $219.7 million gain in Q3 2024, compared to a $184.5 million loss in Q3 2023[12] Consolidated Statements of Changes in Stockholders'%20Equity Total stockholders' equity increased to $4.175 billion as of September 30, 2024, from $3.804 billion at December 31, 2023, driven by net income and positive other comprehensive income Consolidated Stockholders' Equity Changes (as of September 30, 2024) | Metric (USD (thousands)) | Sep 30, 2024 | Sep 30, 2023 | |:---|:---|:---| | Total stockholders' equity (period-end) | 4,174,687 | 3,501,003 | | Net income (YTD) | 338,741 | 341,999 | | Other comprehensive income (loss) (YTD) | 145,631 | (122,812) | | Dividends declared (YTD) | (96,890) | (79,169) | | Common stock repurchases (YTD) | (29,973) | — | - The company repurchased 612,993 shares of common stock totaling $29.973 million during the first nine months of 2024[14] - Accumulated other comprehensive loss decreased from $621.1 million at December 31, 2023, to $475.5 million during the first nine months of 2024[14] Consolidated Statements of Cash Flows Net cash provided by operating activities was $434.2 million, by investing activities was $300.3 million, and used in financing activities was $725.8 million for the nine months ended September 30, 2024 Consolidated Statements of Cash Flows Key Data (for the nine months ended September 30, 2024) | Metric (USD (thousands)) | 2024 | 2023 | |:---|:---|:---| | Net cash provided by operating activities | 434,183 | 402,403 | | Net cash provided by (used in) investing activities | 300,279 | (1,151,162) | | Net cash provided by (used in) financing activities | (725,788) | 725,651 | | Net increase (decrease) in cash and due from banks | 8,674 | (23,108) | | Cash and due from banks (period-end) | 569,876 | 541,351 | - Investing activities shifted from a $1.151 billion net outflow in 2023 to a $300.3 million net inflow in 2024, primarily due to net loan reductions and FHLB stock redemptions[15] - Financing activities shifted from a $725.7 million net inflow in 2023 to a $725.8 million net outflow in 2024, mainly due to net deposit decreases and common stock repurchases[15] Notes to Consolidated Financial Statements This section provides detailed notes on accounting policies, securities, loans, derivatives, equity, income/expense, EPS, retirement plans, equity incentives, commitments, fair value, and recent accounting pronouncements Basis of Presentation Consolidated financial statements are prepared under GAAP, include necessary adjustments, and rely on management estimates, with no significant changes in accounting policies during the period - Consolidated financial statements include Hancock Whitney Corporation and all controlled entities, complying with GAAP[16] - Management uses estimates and assumptions in financial statement preparation, and actual results may differ[18] - No significant changes or developments occurred in applying key accounting policies or estimates during the reporting period[19] Securities The securities portfolio includes AFS and HTM debt securities, with AFS at $5.296 billion and HTM at $2.474 billion as of September 30, 2024, primarily investment-grade with no significant credit losses Available-for-Sale (AFS) and Held-to-Maturity (HTM) Securities Overview (as of September 30, 2024) | Security Category | Amortized Cost (USD (thousands)) | Gross Unrealized Gains (USD (thousands)) | Gross Unrealized Losses (USD (thousands)) | Fair Value (USD (thousands)) | |:---|:---|:---|:---|:---| | Available-for-Sale Securities | | | | | | U.S. Treasury and government agency securities | 171,333 | 3,806 | 1,371 | 173,768 | | Residential mortgage-backed securities | 2,469,381 | 6,687 | 280,396 | 2,195,672 | | Commercial mortgage-backed securities | 2,839,988 | 13,836 | 185,916 | 2,667,908 | | Held-to-Maturity Securities | | | | | | U.S. Treasury and government agency securities | 400,115 | 661 | 34,673 | 366,103 | | Residential mortgage-backed securities | 593,502 | — | 43,613 | 549,889 | | Commercial mortgage-backed securities | 824,601 | — | 55,404 | 769,197 | - Total unrealized losses on available-for-sale securities were $473.5 million as of September 30, 2024, compared to $593.1 million at December 31, 2023[21] - The company invests only in investment-grade quality securities and has not recorded any significant credit loss events[25][26] - Approximately $3.4 billion in securities were pledged as collateral as of September 30, 2024, primarily to secure public deposits or securities sold under repurchase agreements[24] Loans and Allowance for Credit Losses Total loans were $23.456 billion as of September 30, 2024, a decrease from $23.922 billion at December 31, 2023, while the Allowance for Credit Losses (ACL) increased to $342.8 million, reflecting ongoing risk focus, with increases in nonperforming loans and MEFDs Loan Portfolio (as of September 30, 2024, and December 31, 2023) | Loan Category (USD (thousands)) | Sep 30, 2024 | Dec 31, 2023 | |:---|:---|:---| | Commercial non-real estate | 9,588,309 | 9,957,284 | | Commercial real estate - owner occupied | 3,096,173 | 3,093,763 | | Total commercial and industrial | 12,684,482 | 13,051,047 | | Commercial real estate - income producing | 3,988,661 | 3,986,943 | | Construction and land development | 1,423,615 | 1,551,091 | | Residential mortgage | 3,988,309 | 3,886,072 | | Consumer | 1,370,520 | 1,446,764 | | Total loans | 23,455,587 | 23,921,917 | Allowance for Credit Losses (ACL) Changes (for the nine months ended September 30, 2024) | Metric (USD (thousands)) | 2024 | 2023 | |:---|:---|:---| | Allowance for loan losses beginning balance | 307,907 | 307,789 | | Allowance for loan losses ending balance | 317,271 | 306,291 | | Reserve for unfunded loan commitments beginning balance | 28,894 | 33,309 | | Reserve for unfunded loan commitments ending balance | 25,493 | 29,613 | | Total Allowance for Credit Losses (period-end) | 342,764 | 335,904 | - The company weighted Moody's September 2024 baseline economic forecast at 40% and the mild recession S-2 scenario at 60% when calculating the ACL as of September 30, 2024[44][45] Nonperforming Loans and Loans with No Allowance for Loan Losses (as of September 30, 2024, and December 31, 2023) | Loan Category (USD (thousands)) | Sep 30, 2024 Total Nonperforming Loans | Sep 30, 2024 Nonperforming Loans with No Allowance for Loan Losses | Dec 31, 2023 Total Nonperforming Loans | Dec 31, 2023 Nonperforming Loans with No Allowance for Loan Losses | |:---|:---|:---|:---|:---| | Commercial non-real estate | 21,397 | 1,838 | 20,840 | 13,637 | | Commercial real estate - owner occupied | 2,889 | — | 2,228 | — | | Total commercial and industrial | 24,286 | 1,838 | 23,068 | 13,637 | | Commercial real estate - income producing | 1,918 | 1,679 | 461 | — | | Construction and land development | 6,316 | 5,694 | 815 | — | | Residential mortgage | 39,112 | — | 26,137 | — | | Consumer | 11,234 | 2,599 | 8,555 | — | | Total loans | 82,866 | 11,810 | 59,036 | 13,637 | - Reported modifications to borrowers experiencing financial difficulty (MEFDs) totaled $95.6 million as of September 30, 2024, a significant increase from $24.5 million at December 31, 2023[49][50] Investments in Low Income Housing Tax Credit Entities The company invests in Low Income Housing Tax Credit (LIHTC) limited partnerships, totaling $37.5 million as of September 30, 2024, amortized using the proportional amortization method over 10 years - Investments in low-income housing tax credit limited partnerships totaled $37.5 million (compared to $37.8 million at December 31, 2023)[72] - These investments are amortized using the proportional amortization method, with tax credits earned over 10 years and reflected as a reduction in income tax expense[72] - The LIHTC program had no material impact on the consolidated statements of income or cash flows for the nine months ended September 30, 2024, and 2023[72] Short-term Borrowings Short-term borrowings as of September 30, 2024, included $300 million in FHLB advances and $765.7 million in securities sold under repurchase agreements, with the remainder in federal funds purchased - FHLB advances were $300 million as of September 30, 2024, down from $700 million at December 31, 2023[73] - Securities sold under repurchase agreements were $765.7 million as of September 30, 2024, up from $454.5 million at December 31, 2023[74] - FHLB advances had a weighted average interest rate of 4.97% and all matured on October 1, 2024[73] Derivatives The company uses derivatives to manage interest rate risk and serve clients, with a total notional amount of $7.449 billion, total fair value assets of $118.8 million, and total fair value liabilities of $132.0 million as of September 30, 2024 Fair Value of Derivative Financial Instruments (as of September 30, 2024, and December 31, 2023) | Metric (USD (thousands)) | Sep 30, 2024 Notional/Contract Amount | Sep 30, 2024 Derivative Assets | Sep 30, 2024 Derivative Liabilities | Dec 31, 2023 Notional/Contract Amount | Dec 31, 2023 Derivative Assets | Dec 31, 2023 Derivative Liabilities | |:---|:---|:---|:---|:---|:---|:---| | Designated as Hedging Instruments | | | | | | | | Interest rate swaps - floating rate loans | 1,350,000 | — | 33,120 | 1,550,000 | — | 73,611 | | Interest rate swaps - securities | 477,500 | 22,071 | — | 477,500 | 22,819 | — | | Not Designated as Hedging Instruments | | | | | | | | Interest rate swaps | 4,989,753 | 94,228 | 94,490 | 5,128,144 | 131,271 | 129,994 | | Risk participation agreements | 389,443 | 19 | 19 | 364,906 | 34 | 18 | | Residential mortgage loan rate lock commitments | 39,343 | 714 | — | 13,355 | — | 286 | | Visa Class B derivative contracts | 42,617 | — | 2,261 | 42,617 | — | 1,342 | | Total derivatives | 7,448,608 | 118,824 | 132,038 | 7,691,719 | 156,360 | 207,138 | - The company in the first nine months of 2024 terminated four cash flow swap agreements, paying approximately $13.7 million in cash[80] - Fair value liabilities for Visa Class B derivative contracts were $2.3 million as of September 30, 2024, compared to $1.3 million at December 31, 2023[94] Stockholders'%20Equity As of September 30, 2024, outstanding common stock excludes 6.5 million treasury shares and 0.3 million unvested restricted shares, with 612,913 shares repurchased year-to-date at an average cost of $48.63 per share - Outstanding common stock as of September 30, 2024, excludes 6.5 million treasury shares and 0.3 million unvested restricted shares[101] - The company repurchased 612,913 shares of common stock at an average cost of $48.63 per share during the first nine months of 2024 under its stock repurchase program[102] Changes in Accumulated Other Comprehensive Income (Loss) (for the nine months ended September 30, 2024) | Metric (USD (thousands)) | Sep 30, 2024 Balance | Dec 31, 2023 Balance | |:---|:---|:---| | Available-for-sale securities | (347,315) | (450,748) | | Employee benefit plans | (83,033) | (103,061) | | Cash flow hedges | (36,803) | (58,306) | | Total | (475,496) | (621,127) | - Net changes in unrealized gains/losses on available-for-sale securities resulted in a $132.4 million gain for the first nine months of 2024, compared to a $143.0 million loss in the prior year period[103] Other Noninterest Income Total other noninterest income for Q3 2024 was $18.8 million, up from $15.4 million in Q3 2023, with year-to-date totaling $45.3 million, an increase from $39.5 million in the prior year Other Noninterest Income Components (as of September 30, 2024) | Component (USD (thousands)) | Q3 2024 | Q3 2023 | YTD 2024 | YTD 2023 | |:---|:---|:---|:---|:---| | Bank-owned life insurance income | 4,364 | 3,633 | 12,353 | 10,283 | | Credit-related fees | 2,905 | 3,253 | 9,166 | 9,249 | | Customer and other derivative income (loss) | 923 | 418 | (2,939) | 1,585 | | Net gains on sales of premises, equipment, and other assets | 2,943 | 1,297 | 6,765 | 2,310 | | Other miscellaneous | 7,694 | 6,832 | 19,926 | 16,043 | | Total | 18,829 | 15,433 | 45,271 | 39,470 | - Customer and other derivative income (loss) for the first nine months of 2024 was a $2.9 million loss, compared to a $1.6 million income in the prior year period[106] - Net gains on sales of premises, equipment, and other assets significantly increased to $6.8 million for the first nine months of 2024, from $2.3 million in the prior year period[106] Other Noninterest Expense Total other noninterest expense for Q3 2024 was $20.5 million, down from $22.2 million in Q3 2023, with year-to-date totaling $62.1 million, a decrease from $66.2 million in the prior year Other Noninterest Expense Components (as of September 30, 2024) | Component (USD (thousands)) | Q3 2024 | Q3 2023 | YTD 2024 | YTD 2023 | |:---|:---|:---|:---|:---| | Franchise and other non-income taxes | 4,691 | 5,238 | 14,848 | 15,732 | | Advertising | 3,331 | 3,621 | 9,509 | 10,353 | | Telecommunications and postage | 2,406 | 2,590 | 7,108 | 8,373 | | Entertainment and donations | 2,707 | 2,765 | 8,570 | 7,978 | | Tax credit investment amortization | 1,585 | 1,494 | 4,694 | 4,297 | | Net other postretirement benefit expense | (4,396) | (3,228) | (13,727) | (10,195) | | Other miscellaneous | 7,800 | 7,404 | 24,070 | 22,536 | | Total | 20,472 | 22,220 | 62,073 | 66,246 | - Net other postretirement benefit expense resulted in a $13.7 million gain for the first nine months of 2024, an increase from a $10.2 million gain in the prior year period[107] - Franchise and other non-income taxes decreased to $14.8 million for the first nine months of 2024, from $15.7 million in the prior year period[107] Earnings Per Common Share The company uses the two-class method for EPS calculation, with basic and diluted EPS for Q3 2024 at $1.33, up from $1.12 in Q3 2023, and year-to-date basic EPS at $3.89 and diluted EPS at $3.88 Earnings Per Common Share Calculation Summary (as of September 30, 2024) | Metric (USD (thousands), except per share data) | Q3 2024 | Q3 2023 | YTD 2024 | YTD 2023 | |:---|:---|:---|:---|:---| | Net income attributable to common shareholders | 114,800 | 96,746 | 336,375 | 338,425 | | Weighted average common shares outstanding - basic | 86,234 | 86,131 | 86,421 | 86,082 | | Weighted average common shares outstanding - diluted | 86,560 | 86,437 | 86,650 | 86,368 | | Earnings per common share - basic | 1.33 | 1.12 | 3.89 | 3.93 | | Earnings per common share - diluted | 1.33 | 1.12 | 3.88 | 3.92 | - Potentially dilutive common shares (e.g., stock options, unvested performance awards) are excluded if their effect is anti-dilutive[110] Retirement Plans The company offers qualified defined benefit pension plans, a 401(k) savings plan, and non-qualified defined benefit and postretirement benefit plans, with the pension plan closed to new employees hired after June 30, 2017 - The company offers a defined benefit pension plan, but employees hired after June 30, 2017, are not eligible[111] - The 401(k) plan provides a 100% match on the first 1% of compensation and 50% on the next 5%, plus additional basic contributions for certain employees[112] Net Periodic Benefit Cost Components (for the nine months ended September 30, 2024) | Component (USD (thousands)) | Pension Benefits | Other Postretirement Benefits | |:---|:---|:---| | Service cost (benefit) | 5,806 | 25 | | Interest cost | 17,986 | 443 | | Expected return on plan assets | (35,724) | — | | Net periodic benefit cost | (7,778) | (117) | Share-Based Payment Arrangements The company provides equity incentives through Restricted Stock Units (RSUs) and performance share awards, with $50.0 million in unrecognized compensation cost as of September 30, 2024, expected to be recognized over a 3.1-year weighted-average period Unvested Restricted Stock Units and Performance Share Awards Status (as of September 30, 2024) | Metric | Shares | |:---|:---| | Unvested as of January 1, 2024 | 1,457,401 | | Granted | 784,293 | | Vested | (496,536) | | Forfeited | (168,740) | | Unvested as of September 30, 2024 | 1,576,418 | - Unrecognized compensation cost related to unvested restricted stock and performance share awards totaled $50.0 million as of September 30, 2024, expected to be recognized over a 3.1-year weighted-average period[120] - During the first nine months of 2024, the company granted 545,643 RSUs and 95,468 performance share awards (based on TSR and adjusted EPS metrics)[121][122] Commitments and Contingencies The company enters into credit commitments and letters of credit in its ordinary course of business, totaling $9.201 billion and $430.1 million respectively as of September 30, 2024, and has disclosed contingent liabilities related to FDIC special assessments Off-Balance Sheet Financial Instruments Summary (as of September 30, 2024, and December 31, 2023) | Metric (USD (thousands)) | Sep 30, 2024 | Dec 31, 2023 | |:---|:---|:---| | Credit commitments | 9,201,078 | 9,852,367 | | Letters of credit | 430,127 | 481,910 | - The company's allowance for credit losses on unfunded loan commitments was $25.5 million as of September 30, 2024 (compared to $28.9 million at December 31, 2023)[127] - The company recorded a $26.1 million pre-tax FDIC special assessment in Q4 2023, increasing it to $30.7 million in 2024, to cover losses from Silicon Valley Bank and Signature Bank failures[130] Fair Value Measurements The company measures financial assets and liabilities at fair value using a three-level hierarchy, with recurring fair value assets totaling $5.389 billion and liabilities $132.0 million, and non-recurring assets $53.7 million as of September 30, 2024 Recurring Fair Value Measured Assets (as of September 30, 2024) | Asset Category (USD (thousands)) | Level 1 | Level 2 | Level 3 | Total | |:---|:---|:---|:---|:---| | Total available-for-sale debt securities | — | 5,296,147 | — | 5,296,147 | | Mortgage loans held for sale | — | 23,462 | — | 23,462 | | Derivative assets | — | 69,815 | — | 69,815 | | Total | — | 5,389,424 | — | 5,389,424 | Recurring Fair Value Measured Liabilities (as of September 30, 2024) | Liability Category (USD (thousands)) | Level 1 | Level 2 | Level 3 | Total | |:---|:---|:---|:---|:---| | Derivative liabilities | — | 129,768 | 2,261 | 132,029 | | Total | — | 129,768 | 2,261 | 132,029 | - The company's Level 3 liabilities primarily include derivative contracts with Visa Class B common stock purchasers, valued using discounted cash flow methods and unobservable inputs related to Visa Class A stock appreciation, conversion rates, and settlement timing[139] Non-Recurring Fair Value Measured Assets (as of September 30, 2024) | Asset Category (USD (thousands)) | Level 1 | Level 2 | Level 3 | Total | |:---|:---|:---|:---|:---| | Mortgage loans individually evaluated for credit losses | — | 26,016 | — | 26,016 | | Other real estate owned and foreclosed assets, net | — | — | 27,732 | 27,732 | | Total | — | 26,016 | 27,732 | 53,748 | Recent Accounting Pronouncements The company adopted ASU 2023-02 without financial impact and is evaluating ASUs 2023-07, 2023-09, 2024-02, and 2024-03, expecting no significant impact on operations or financial condition as they primarily involve disclosure requirements - The company adopted ASU 2023-02 on January 1, 2024, allowing the proportional amortization method for eligible tax credit equity investments, with no impact on financial condition or operating results[160] - The company is evaluating the impact of ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Tax Disclosures), expecting no impact on operating results or financial condition as they primarily involve disclosure requirements[161][162] - The company is evaluating the impact of ASU 2024-02 (Codification Improvements) and ASU 2024-03 (Expense Disaggregation Disclosures), expecting no significant impact on financial condition or operating results[163][164] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This section contains forward-looking statements, cautioning investors that actual results may differ due to various risks and uncertainties, including economic conditions, banking developments, credit risk, interest rate fluctuations, regulatory changes, and cybersecurity risks - Forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from expectations[165] - Key risk factors include local market economic and business conditions, adverse banking developments, insufficient allowance for credit losses, real estate value fluctuations, inadequate enterprise risk management framework, deposit trends, interest rate changes, regulatory environment changes, and cybersecurity risks[165] - The company undertakes no obligation to update or revise any forward-looking statements unless required by law[170] Overview This section introduces the company's non-GAAP financial measures and their reconciliation to GAAP, analyzes the current economic environment, and outlines the economic outlook, with weighted baseline and mild recession scenarios for ACL calculation - The company uses non-GAAP financial measures like tax-equivalent (te) net interest income, net interest margin, and efficiency ratio to enhance comparability and understanding of performance[173][175] - The current economic environment features inflation above the Fed's target (3.3% core inflation in September), signs of labor market softening (unemployment at 4.3% in July, 4.1% in September), but strong consumer spending (Q3 GDP growth of 2.8%)[176] - The company weighted Moody's baseline economic forecast at 40% and the mild recession S-2 scenario at 60% for the ACL calculation as of September 30, 2024[180] - The baseline scenario assumes the Federal Reserve will implement two 25 basis point rate cuts in September and December 2024, reaching a 3.0% fed funds rate by 2027[181] Highlights of the Third Quarter 2024 Net income for Q3 2024 was $115.6 million, with diluted EPS of $1.33, showing growth from both prior quarter and prior year, while pre-provision net revenue (non-GAAP) increased 6% and the efficiency ratio improved to 54.42% Key Financial Highlights for Q3 2024 | Metric | Q3 2024 | Q2 2024 | Q3 2023 | |:---|:---|:---|:---| | Net income (USD (millions)) | 115.6 | 114.6 | 97.7 | | Diluted earnings per share (USD) | 1.33 | 1.31 | 1.12 | | Pre-provision net revenue (USD (millions)) | 166.5 | 156.4 | 153.4 | | Period-end loans (USD (billions)) | 23.5 | 23.9 | 24.0 | | Annualized net charge-off rate (%) | 0.30% | 0.12% | 0.64% | | Allowance for credit losses coverage ratio (%) | 1.46% | 1.43% | 1.40% | | Period-end deposits (USD (billions)) | 29.0 | 29.2 | 29.8 | | Net interest margin (%) | 3.39% | 3.37% | 3.27% | | Common equity Tier 1 ratio (%) | 13.78% | 13.25% | 12.06% | | Tangible common equity ratio (%) | 9.56% | 8.77% | 7.34% | | Efficiency ratio (%) | 54.42% | 56.18% | 56.38% | - Total period-end loans were $23.5 billion, a 2% decrease, reflecting continued reduction in the shared national credit portfolio[185] - Net interest margin was 3.39%, up 2 basis points from the prior quarter, driven by higher loan and securities yields and lower borrowing costs[185][190] Results of Operations This section analyzes the company's net interest income, credit loss provision, noninterest income, noninterest expense, and income tax performance for Q3 and year-to-date 2024, detailing key drivers and trends Net Interest Income Q3 2024 tax-equivalent (te) net interest income was $274.5 million, a slight increase from the prior quarter due to higher yields and lower borrowing costs, while year-to-date te net interest income was $816.7 million, down 2% from 2023 - Q3 2024 tax-equivalent (te) net interest income was $274.5 million, an increase of $1.2 million from Q2 2024, primarily due to additional accrual days, higher loan and securities yields, and lower borrowing rates[190][191] - Year-to-date te net interest income for 2024 was $816.7 million, a $19.7 million decrease from the prior year period, mainly due to growth and prevailing rates on interest-bearing liabilities exceeding earning assets[191][192] - Net interest margin for Q3 2024 was 3.39%, up 2 basis points from Q2 2024[190] - Net interest margin is expected to moderately expand in Q4 2024, assuming two 25 basis point rate cuts by the Federal Reserve during the period[193] Provision for Credit Losses The company recorded a $18.6 million provision for credit losses in Q3 2024, an increase from $8.7 million in the prior quarter due to higher net charge-offs, with year-to-date provision at $40.3 million, slightly below $42.2 million in 2023 - The Q3 2024 provision for credit losses was $18.6 million, comprising $18.0 million in net charge-offs and a $0.6 million allowance increase[196] - Annualized net charge-offs as a percentage of average loans were 0.30% in Q3 2024, up from 0.12% in Q2 2024[196] - Year-to-date provision for credit losses was $40.3 million, including $34.3 million in net charge-offs and a $6.0 million allowance increase[197] - Moderate charge-offs and provision for credit losses are anticipated for the remainder of 2024, driven by loan growth, portfolio mix, asset quality metrics, and future economic forecasts[198] Noninterest Income Total noninterest income for Q3 2024 was $95.9 million, an 8% increase from the prior quarter, driven by growth in professional business lines, with year-to-date totaling $272.9 million, a 9% increase from 2023 due to broad fee income growth Noninterest Income Components (as of September 30, 2024) | Component (USD (thousands)) | Q3 2024 | Q2 2024 | Q3 2023 | YTD 2024 | YTD 2023 | |:---|:---|:---|:---|:---|:---| | Deposit account service charges | 23,144 | 22,275 | 22,264 | 67,658 | 64,377 | | Fiduciary fees | 18,014 | 18,473 | 16,593 | 53,564 | 50,720 | | Bank card and ATM fees | 21,639 | 21,827 | 20,555 | 64,088 | 62,258 | | Investment and annuity fees and insurance commissions | 10,890 | 9,789 | 8,520 | 32,523 | 25,628 | | Secondary mortgage market operations | 3,379 | 3,546 | 2,609 | 9,816 | 7,076 | | Bank-owned life insurance income | 4,364 | 3,760 | 3,633 | 12,353 | 10,283 | | Credit-related fees | 2,905 | 3,130 | 3,253 | 9,166 | 9,249 | | Customer and other derivative income (loss) | 923 | (1,060) | 418 | (2,939) | 1,585 | | Net gains on sales of premises, equipment, and other assets | 2,943 | 1,043 | 1,297 | 6,765 | 2,310 | | Other miscellaneous | 7,694 | 6,391 | 6,832 | 19,926 | 16,043 | | Total noninterest income | 95,895 | 89,174 | 85,974 | 272,920 | 249,529 | - Customer and other derivative income shifted from a $1.1 million loss in the prior quarter to a $0.9 million income in Q3 2024, primarily reflecting the non-recurrence of expenses from Visa Class B derivative liability assumption changes[210] - Total noninterest income for full-year 2024 is projected to increase by 6% to 7% compared to the adjusted $337.7 million in 2023[213] Noninterest Expense Noninterest expense for Q3 2024 was $203.8 million, a 1% decrease from the prior quarter due to reduced personnel expenses, other miscellaneous losses, and deposit insurance/regulatory fees, with year-to-date totaling $617.6 million, a 2% increase from 2023, including $3.8 million in FDIC special assessment Noninterest Expense Components (as of September 30, 2024) | Component (USD (thousands)) | Q3 2024 | Q2 2024 | Q3 2023 | YTD 2024 | YTD 2023 | |:---|:---|:---|:---|:---|:---| | Salaries expense | 94,371 | 97,121 | 95,650 | 288,061 | 282,174 | | Employee benefits | 21,400 | 21,605 | 20,616 | 67,593 | 64,279 | | Total personnel expense | 115,771 | 118,726 | 116,266 | 355,654 | 346,453 | | Data processing expense | 31,124 | 31,371 | 29,822 | 91,232 | 87,566 | | Professional services expense | 10,984 | 9,458 | 9,519 | 29,478 | 27,565 | | Deposit insurance and regulatory fees | 5,480 | 6,008 | 5,851 | 20,419 | 18,234 | | Net income from other real estate owned and foreclosed assets | (411) | (1,099) | (26) | (1,706) | (153) | | Other miscellaneous | 7,800 | 8,646 | 7,404 | 24,070 | 22,536 | | Total noninterest expense | 203,839 | 206,016 | 204,675 | 617,577 | 607,697 | - Year-to-date noninterest expense for 2024 includes a $3.8 million FDIC special assessment[215][220] - Total noninterest expense for full-year 2024 is projected to increase by 1% to 2% compared to the adjusted $810.7 million in 2023[226] Income Taxes The effective income tax rate was 20.4% for Q3 2024 and 20.0% year-to-date, consistent with 2023, influenced by pre-tax income, tax-exempt interest, and tax credit investments, with a projected 2024 rate between 20% and 21% - The effective income tax rate was 20.4% for Q3 2024, compared to 20.9% in Q2 2024[229] - The year-to-date effective income tax rate for 2024 was 20.0%, largely consistent with the prior year period[229] - The effective income tax rate for 2024 is projected to be between 20% and 21%, barring changes in tax law[230] - The company expects to realize $9.8 million, $8.2 million, and $8.0 million in federal and state tax credits in 2025, 2026, and 2027, respectively[233] Liquidity and Capital Resources This section assesses the company's liquidity and capital adequacy, reporting $19.8 billion in available liquidity as of September 30, 2024, significantly exceeding $10.8 billion in uninsured, uncollateralized deposits, with regulatory capital ratios well above minimum requirements Liquidity Total available liquidity was $19.8 billion as of September 30, 2024, significantly exceeding $10.8 billion in uninsured, uncollateralized deposits, with free securities at 56.52% of total securities and core deposits at 92.95% of total deposits Sources of Funds Available (as of September 30, 2024) | Source of Funds (USD (thousands)) | Total Available | Amount Utilized | Net Available | |:---|:---|:---|:---| | Internal Sources: | | | | | Free securities | 4,343,629 | — | 4,343,629 | | External Sources: | | | | | Federal Home Loan Bank | 6,889,014 | 1,333,088 | 5,555,926 | | Federal Reserve Bank | 3,319,794 | — | 3,319,794 | | Brokered deposits | 4,347,436 | 190,493 | 4,156,943 | | Other | 1,229,000 | 200,000 | 1,029,000 | | Total sources of funds | 20,128,873 | 1,723,581 | 18,405,292 | | Cash and other interest-bearing bank deposits | | | 1,365,107 | | Total liquidity | | | 19,770,399 | - As of September 30, 2024, the company's available liquidity ($19.8 billion) significantly exceeded estimated uninsured, uncollateralized deposits ($10.8 billion)[236][281] Liquidity Metrics (as of September 30, 2024) | Metric | Sep 30, 2024 | |:---|:---| | Free securities / Total securities (%) | 56.52% | | Core deposits / Total deposits (%) | 92.95% | | Wholesale funding / Core deposits (%) | 6.28% | | Liquid assets / Total liabilities (%) | 18.38% | | Quarterly average loans / Quarterly average deposits (%) | 81.38% | - Parent company cash and other liquid assets totaled $253.8 million, exceeding internal targets and sufficient to meet approximately six quarters of ongoing cash or liquid asset needs[246] Capital Resources Total stockholders' equity was $4.2 billion as of September 30, 2024, a 10% increase from December 31, 2023, with the Tangible Common Equity (TCE) ratio rising 79 basis points to 9.56%, and both company and bank regulatory capital ratios remaining well above minimum requirements - Total stockholders' equity was $4.2 billion as of September 30, 2024, an increase of $371 million (10%) from December 31, 2023[247] - The Tangible Common Equity (TCE) ratio was 9.56%, up 79 basis points from June 30, 2024, driven by other comprehensive income and tangible net income[248] Regulatory Capital Ratios (as of September 30, 2024) | Regulatory Capital Ratio | Capital Adequacy Requirement (%) | Hancock Whitney Corporation (%) | Hancock Whitney Bank (%) | |:---|:---|:---|:---| | Total Capital (Risk-Weighted Assets) | 10.00% | 15.56% | 14.52% | | Common Equity Tier 1 Capital (Risk-Weighted Assets) | 6.50% | 13.78% | 13.36% | | Tier 1 Capital (Risk-Weighted Assets) | 8.00% | 13.78% | 13.36% | | Tier 1 Leverage Capital | 5.00% | 11.03% | 10.69% | - Both the company and the bank's regulatory capital ratios significantly exceed current minimum regulatory requirements, including the capital conservation buffer, by at least $1.1 billion[249] - The company repurchased 300,000 shares of common stock at an average price of $50.63 per share during Q3 2024[254] Balance Sheet Analysis This section analyzes key balance sheet components, including short-term investments, securities, loans, ACL, asset quality, deposits, short-term borrowings, and long-term debt, discussing trends and driving factors Short-Term Investments Short-term investments, including interest-bearing bank deposits and federal funds sold, totaled $795.2 million as of September 30, 2024, an increase of $168.1 million from December 31, 2023, to ensure funds are available for cash flow needs - Short-term investments totaled $795.2 million as of September 30, 2024, an increase of $213.6 million from June 30, 2024, and $168.1 million from December 31, 2023[255] - Average short-term investments for Q3 2024 were $466.3 million, an increase of $83.4 million from Q2 2024[255] - Short-term investment balances typically fluctuate daily based on changes in customer loan and deposit accounts[255] Securities Total securities investments were $7.8 billion as of September 30, 2024, a 2% increase from December 31, 2023, primarily comprising residential and commercial mortgage-backed securities issued or guaranteed by U.S. government agencies, with an average expected life of 5.78 years and a nominal weighted average yield of 2.62% - Total securities investments were $7.8 billion as of September 30, 2024, an increase of $169.8 million (2%) from December 31, 2023[257] - As of September 30, 2024, available-for-sale securities were $5.3 billion, and held-to-maturity securities were $2.5 billion[257] - The investment portfolio primarily consists of residential and commercial mortgage-backed securities issued or guaranteed by U.S. government agencies, with investments solely in high-quality investment-grade securities[258] - As of September 30, 2024, the portfolio had an average expected life of 5.78 years, an effective duration of 4.25 years, and a nominal weighted average yield of 2.62%[258] Loans Total loans were $23.5 billion as of September 30, 2024, a 2% decrease from December 31, 2023, mainly due to strategic reductions in the shared national credit portfolio and higher payoffs in income-producing commercial real estate loans, with C&I loans down 3% and construction and land development loans down 8% Loan Portfolio (as of September 30, 2024) | Loan Category (USD (thousands)) | Sep 30, 2024 | Dec 31, 2023 | |:---|:---|:---| | Commercial non-real estate | 9,588,309 | 9,957,284 | | Commercial real estate - owner occupied | 3,096,173 | 3,093,763 | | Total commercial and industrial | 12,684,482 | 13,051,047 | | Commercial real estate - income producing | 3,988,661 | 3,986,943 | | Construction and land development | 1,423,615 | 1,551,091 | | Residential mortgage | 3,988,309 | 3,886,072 | | Consumer | 1,370,520 | 1,446,764 | | Total loans | 23,455,587 | 23,921,917 | - Shared national credit balances were $2.28 billion, representing 9.7% of total loans, a $340.5 million decrease from December 31, 2023, reflecting a strategic reduction in large pure credit relationships[263] - Decreases in income-producing commercial real estate and construction and land development loans reflect the company's efforts to limit growth in income-producing real estate in the current economic environment[266] - The consumer loan portfolio decreased by 5%, primarily due to slowing demand and the exit from the indirect auto loan market[268] Allowance for Credit Losses and Asset Quality The Allowance for Credit Losses (ACL) was $342.8 million as of September 30, 2024, a $6.0 million increase from December 31, 2023, reflecting ongoing focus on certain portfolio risks, with an ACL coverage ratio of 1.46% and increases in nonperforming loans and criticized commercial loans, attributed to credit metric normalization - The Allowance for Credit Losses (ACL) was $342.8 million as of September 30, 2024, an increase of $6.0 million from December 31, 2023[270] - The company weighted Moody's September 2024 baseline economic forecast at 40% and the mild recession S-2 scenario at 60% when calculating the ACL[271] - The ACL coverage ratio was 1.46%, up from 1.41% at December 31, 2023[272] - Total criticized commercial loans were $508.0 million, an 86% increase from December 31, 2023, primarily reflecting the normalization of credit metrics and downgrades due to regulatory review[273] - Net charge-offs for Q3 2024 were $18.0 million, with annualized net charge-offs as a percentage of average loans at 0.30%, up from 0.12% in the prior quarter[274] - Total nonperforming loans were $82.9 million, an increase of $23.8 million from December 31, 2023, but still a relatively low 0.35% of total loans[277] Deposits Total deposits were $29.0 billion as of September 30, 2024, a 2% decrease from December 31, 2023, with noninterest-bearing deposits at 36% of total deposits and interest-bearing deposits yielding 3.15%, maintaining a stable and diversified deposit base with $10.8 billion in uninsured, uncollateralized deposits - Total deposits were $29.0 billion as of September 30, 2024, a decrease of $707.2 million (2%) from December 31, 2023[282] Deposit Composition (as of September 30, 2024) | Deposit Category (USD (thousands)) | Sep 30, 2024 | Dec 31, 2023 | |:---|:---|:---| | Noninterest-bearing deposits | 10,499,476 | 11,030,515 | | Interest-bearing retail transaction and savings deposits | 10,902,720 | 10,680,741 | | Total interest-bearing public funds deposits | 2,704,105 | 3,143,015 | | Retail time deposits | 4,686,111 | 4,246,027 | | Brokered time deposits | 190,493 | 589,761 | | Total interest-bearing deposits | 18,483,429 | 18,659,544 | | Total deposits | 28,982,905 | 29,690,059 | - Noninterest-bearing demand deposits accounted for 36% of total deposits, a slight decrease from 37% at December 31, 2023, reflecting customer shifts to interest-bearing products[283] - Uninsured, uncollateralized deposits were approximately $10.8 billion as of September 30, 2024, representing 37.1% of total deposits[281] - The interest rate on interest-bearing deposits for Q3 2024 was 3.15%, a slight increase from the prior quarter[285] Short-Term Borrowings Total short-term borrowings were $1.3 billion as of September 30, 2024, an increase of $111.1 million from December 31, 2023, primarily comprising customer repurchase agreements and FHLB borrowings, which are core to the company's funding strategy - Total short-term borrowings were $1.3 billion as of September 30, 2024, a decrease of $98.0 million from June 30, 2024, but an increase of $111.1 million from December 31, 2023[288] - Changes reflect a $400 million decrease in FHLB advances from December 31, 2023, and fluctuations in customer repurchase agreements and federal funds purchased[288] - Customer repurchase agreements and FHLB borrowings are primary sources of short-term funding used to meet immediate liquidity needs[289] Long-Term Debt Total long-term debt was $236.4 million as of September 30, 2024, largely consistent with December 31, 2023, primarily consisting of $172.5 million in subordinated notes qualifying as Tier 2 capital, redeemable on any quarterly interest payment date after June 15, 2025 - Total long-term debt was $236.4 million as of September 30, 2024, largely consistent with June 30, 2024, and December 31, 2023[290] - Long-term debt includes $172.5 million in aggregate principal amount of subordinated notes with a 6.25% coupon, maturing on June 15, 2060, and qualifying as Tier 2 capital[291] Off-Balance Sheet Arrangements The company provides credit commitments and letters of credit in its ordinary course of business, totaling $9.201 billion and $430.1 million respectively as of September 30, 2024, which are off-balance sheet but carry varying degrees of credit and interest rate risk - Credit commitments include revolving commercial lines of credit, non-revolving loan commitments, and credit card and personal lines of credit[293] - Letters of credit are primarily standby agreements requiring the bank to honor obligations to third parties if a customer fails to perform financial commitments[294] Off-Balance Sheet Financial Instruments (as of September 30, 2024) | Category (USD (thousands)) | Total | Due in 1 Year or Less | Due in 1-3 Years | Due in 3-5 Years | Due in More Than 5 Years | |:---|:---|:---|:---|:---|:---| | Credit commitments | 9,201,078 | 3,696,146 | 2,404,772 | 2,262,267 | 837,893 | | Letters of credit | 430,127 | 366,992 | 11,278 | 51,729 | 128 | | Total | 9,631,205 | 4,063,138 | 2,416,050 | 2,313,996 | 838,021 | - The company's allowance for credit losses on unfunded loan commitments totaled $25.5 million as of September 30, 2024[295] Critical Accounting Policies and Estimates No significant changes or developments occurred in applying critical accounting policies and estimates during the reporting period, with financial statements prepared under GAAP involving management's estimates and assumptions - No significant changes or developments occurred in applying critical accounting policies and estimates during the reporting period[298] - Financial statements are prepared under GAAP and require management to make estimates and assumptions, where actual results may differ significantly[299] New Accounting Pronouncements This section refers to Note 15 of the consolidated financial statements for detailed information on new accounting pronouncements - Detailed information regarding new accounting pronouncements can be found in Note 15 to the consolidated financial statements in this report[300] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk Net Interest Income at Risk The company primarily faces interest rate risk, managed by assessing Net Interest Income (NII) sensitivity to rate changes, with a 1.73% increase projected for the first year and 3.65% for the second year in a 100 basis point rate up scenario as of September 30, 2024 - The company's primary market risk is interest rate risk, managed through asset/liability strategies to promote relative stability of net interest margin across various rate environments[301][302] Net Interest Income (NII) at Risk Analysis (as of September 30, 2024) | Interest Rate Change (Basis Points) | First Year NII Change (%) | Second Year NII Change (%) | |:---|:---|:---| | -300 | -6.83% | -13.32% | | -200 | -4.02% | -8.75% | | -100 | -1.79% | -4.10% | | +100 | 1.73% | 3.65% | | +200 | 3.17% | 6.90% | | +300 | 4.61% | 10.19% | - Results indicate the company is generally asset sensitive in most scenarios, primarily driven by cash flow repricing of the investment and loan portfolios[304] Economic Value of Equity (EVE) The company uses EVE simulations to analyze the sensitivity of the theoretical market value of bank equity to interest rate changes, projecting a 2.85% decrease in EVE in a 100 basis point rate up scenario as of September 30, 2024 - EVE simulations assess the theoretical market value of bank equity by calculating the present value of future cash inflows from assets minus the present value of future cash outflows from liabilities[306] Economic Value of Equity (EVE) Change Analysis (as of September 30, 2024) | Interest Rate Change (Basis Points) | Estimated EVE Change (%) | |:---|:---| | -300 | 3.73% | | -200 | 3.30% | | -100 | 2.17% | | +100 | -2.85% | | +200 | -6.11% | | +300 | -9.47% | - The net change in EVE remains within board-approved parameters[308] ITEM 4. Controls and Procedures Effectiveness of Disclosure Controls and Procedures As of September 30, 2024, the company's management, including the CEO and CFO, assessed and concluded that its disclosure controls and procedures were effective - As of September 30, 2024, the company's disclosure controls and procedures were deemed effective[309] - Disclosure controls and procedures are designed to ensure required information is recorded, processed, summarized, and reported within SEC rules and forms[309] Internal Control Over Financial Reporting For the three months ended September 30, 2024, company management identified no changes that materially affected or are reasonably likely to materially affect internal control over financial reporting - No changes materially affecting internal control over financial reporting were identified during the three months ended September 30, 2024[310] Part II. Other Information Item 1. Legal Proceedings The company is a party to various legal proceedings in the ordinary course of business, but management does not expect any resulting contingent losses to materially adversely affect its consolidated financial condition or liquidity - The company is a party to various legal proceedings in the ordinary course of business[312] - Management does not believe that any resulting contingent losses will materially adversely affect the company's consolidated financial condition or liquidity[312] Item 1A. Risk Factors No material changes occurred in the risk factors disclosed in the company's 2023 Form 10-K during this reporting period - No material changes occurred in the risk factors disclosed in the company's 2023 Form 10-K during this reporting period[314] - Investors should carefully consider the risk factors disclosed in the 2023 Form 10-K, which could materially affect the company's business, financial condition, operating results, cash flows, or future performance[313] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company has a board-approved stock repurchase program authorizing up to 4,297,000 shares of common stock until December 31, 2024, with 300,000 shares repurchased in Q3 2024 at an average price of $50.64 per share - The company's board-approved stock repurchase program authorizes the repurchase of up to 4,297,000 shares of common stock, effective until December 31, 2024[315] Summary of Common Stock Repurchases for Q3 2024 | Period | Total Number of Shares Purchased | Average Price Per Share (USD) | Total Number of Shares Purchased Under Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | |:---|:---|:---|:---|:---| | July 1 - July 31, 2024 | 10,000 | 54.97 | 10,000 | 3,974,007 | | August 1 - August 31, 2024 | 261,037 | 50.24 | 260,000 | 3,714,007 | | September 1 - September 30, 2024 | 30,302 | 52.69 | 30,000 | 3,684,007 | | Total | 301,339 | 50.64 | 300,000 | | Item 5. Other Information During Q3 2024, no directors or executive officers adopted, terminated, or modified any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - No directors or executive officers adopted, terminated, or modified any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during Q3 2024[318] Item 6. Exhibits This report's exhibits list various filed documents, including the company's articles of incorporation, CEO and CFO certifications, and Inline XBRL documents - Exhibits include the company's articles of incorporation, CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906, and Inline XBRL documents[318] Signatures Report Signatures This report was officially signed by John M. Hairston, President and CEO, and Michael M. Achary, Senior Executive Vice President and CFO of Hancock Whitney Corporation, on November 7, 2024 - The report was signed by John M. Hairston, President and CEO, and Michael M. Achary, Senior Executive Vice President and CFO[319] - The signing date was November 7, 2024[319]