10-K – 2026-02-26 – wtfc-20251231.htm

Results of operations of the acquired business are included in the income statement from the effective date of acquisition. Subsequent adjustments to provisional amounts that are identified in reporting periods within one year after the acquisition date in a business combination are recognized in the reporting period in which the adjustment amounts are determined.

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Cash Equivalents

For purposes of the consolidated statements of cash flows, Wintrust considers cash on hand, cash items in the process of collection, non-interest bearing amounts due from correspondent banks, federal funds sold and securities purchased under resale agreements with original maturities of three months or less, to be cash equivalents. There were no securities sold under agreements to repurchase with original maturities of three months or less at December 31, 2025.

Investment Securities

The Company classifies debt and equity securities upon purchase in one of five categories: trading, held-to-maturity debt securities, available-for-sale debt securities, equity securities with a readily determinable fair value or equity securities without a readily determinable fair value. Debt and equity securities held for resale are classified as trading securities. Debt securities for which the Company has the ability and positive intent to hold until maturity are classified as held-to-maturity. All other debt securities are classified as available-for-sale as they may be sold prior to maturity in response to changes in the Company’s interest rate risk profile, funding needs, demand for collateralized deposits by public entities or other reasons. Equity securities are classified based upon whether a readily determinable fair value exists on such security. The fair value of an equity security is readily determinable if it meets certain conditions, including whether sales prices or bid-ask quotes are currently available on certain securities exchanges; traded only in a foreign market that is of a breadth and scope comparable to one of the U.S. markets; or the security is an investment in a mutual fund or similar structure with a fair value per share or unit that is determined and published, and is the basis for current transactions.

Held-to-maturity debt securities are stated at amortized cost, which represents actual cost adjusted for premium amortization and discount accretion using methods that approximate the effective interest method. Available-for-sale debt securities are stated at fair value, with unrealized gains and losses, net of related taxes, included in shareholders’ equity as a separate component of other comprehensive income. Trading account securities and equity securities with a readily determinable fair value are stated at fair value. Realized and unrealized gains and losses from sales and fair value adjustments are included in other non-interest income. Equity securities without a readily determinable fair value are stated at either a calculated net asset value per share, if available, or the cost of the security minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instrument of the same issuer.

Subsequent to classification at the time of purchase, the Company may transfer debt securities between trading, held-to-maturity, or available-for-sale. For debt securities transferred to trading, the current unrealized gain or loss at the date of transfer, net of related taxes, is immediately recognized in earnings. Debt securities transferred from trading to either held-to-maturity or available-for-sale have already recognized any unrealized gain or loss into earnings and this amount is not reversed. Unrealized gains or losses, net related taxes, for available-for-sale debt securities transferred to held-to-maturity remain as a separate component of other comprehensive income and an offsetting discount or premium is included in the amortized cost of the held-to-maturity debt security. These amounts are amortized over the remaining life of the debt security in equal and offsetting amounts. Unrealized gains or losses for held-to-maturity debt securities transferred to available-for-sale are recognized at the transfer date as a separate component of other comprehensive income, net of related taxes.

Declines in the fair value of held-to-maturity and available-for-sale debt investment securities (with certain exceptions for debt securities noted below) that are deemed to be credit losses are charged to the allowance for credit losses. In evaluating credit impairment, management considers the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value in the near term. Declines in the fair value of debt securities below amortized cost are deemed to be credit losses in circumstances where: (1) the Company has the intent to sell a security; (2) it is more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the debt security. If the Company intends to sell a debt security or if it is more likely than not that the Company will be required to sell the debt security before recovery, a credit impairment write-down is recognized in the allowance for credit losses equal to the difference between the debt security’s amortized cost basis and its fair value. If an entity does not intend to sell the debt security or it is not more likely than not that it will be required to sell the debt security before recovery, the credit impairment write-down is separated into an amount representing credit loss, which is recognized in the allowance for credit losses, and an amount related to all other factors, which is recognized in other comprehensive income.

Equity securities with readily determinable fair values are measured at fair value with changes recognized in net income. Equity securities without readily determinable fair values are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Such

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investments are included within accrued interest receivable and other assets within the Company's Consolidated Statements of Condition.

Interest and dividends, including amortization of premiums and accretion of discounts, are recognized as interest income when earned. Realized gains and losses on sales (using the specific identification method), unrealized gains and losses on equity securities and declines in value judged to be other-than-temporary are included in non-interest income.

FHLB and Federal Reserve Bank (“FRB”) Stock

Investments in FHLB and FRB stock are restricted as to redemption and are carried at cost.

Securities Purchased Under Resale Agreements and Securities Sold Under Repurchase Agreements

Securities purchased under resale agreements and securities sold under repurchase agreements are generally treated as collateralized financing transactions and are recorded at the amount at which the securities were acquired or sold plus accrued interest. Securities, consisting of U.S. Treasury, U.S. Government agency and mortgage-backed securities, pledged as collateral under these financing arrangements cannot be sold by the secured party. The fair value of collateral either received from or provided to a third party is monitored and additional collateral is obtained or requested to be returned as deemed appropriate.

Brokerage Customer Receivables

For the periods presented prior to the brokerage service outsourcing in the first quarter of 2025, the Company, under an agreement with an out-sourced securities clearing firm, extended credit to its brokerage customers to finance their purchases of securities on margin. The Company received income from interest charged on such extensions of credit. Brokerage customer receivables represented amounts due on margin balances. Securities owned by customers were held as collateral for these receivables.

Mortgage Loans Held-for-Sale

Mortgage loans are classified as held-for-sale when originated or acquired with the intent to sell the loan into the secondary market. ASC 825, “Financial Instruments” provides entities with an option to report selected financial assets and liabilities at fair value. Mortgage loans classified as held-for-sale are measured at fair value which is typically determined by reference to investor prices for loan products with similar characteristics. Changes in fair value are recognized in mortgage banking revenue.

Market conditions or other developments may change management’s intent with respect to the disposition of these loans and loans previously classified as mortgage loans held-for-sale may be reclassified to the loans held-for-investment portfolio, with the balance transferred continuing to be carried at fair value.

Loans and Leases

Loans are generally reported at the principal amount outstanding, net of unearned income. Interest income is recognized when earned. Loan origination fees and certain direct origination costs are deferred and amortized over the expected life of the loan as an adjustment to the yield using methods that approximate the effective interest method. Finance charges on premium finance receivables are earned over the term of the loan, using a method which approximates the effective yield method.

Leases classified as direct financing leases are included within lease loans, net of unearned income, for financial statement purposes. Direct financing    leases are stated as the sum of remaining minimum lease payments from lessees plus estimated residual values less unearned lease income. Unearned lease income on direct financing leases is recognized over the term of the leases using the effective interest method.

Interest income is not accrued on loans where management has determined that the borrowers may be unable to meet contractual principal or interest obligations, or where interest or principal is 90 days or more past due, unless the loans are adequately secured and in the process of collection. Cash receipts on non-accrual loans are generally applied to the principal balance until the remaining balance is considered collectible, at which time interest income may be recognized when received. Recognition of interest income on purchased credit deteriorated (“PCD”) loans is considered at the individual asset level following the Company’s accrual policies, instead of based upon the entire pool of loans.

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Allowance for Credit Losses

In accordance with ASC 326, “Financial Instruments – Credit Losses” (“ASC 326”), the Company measures the allowance for credit losses at the time of origination or purchase of a financial asset, representing an estimate of lifetime expected credit losses on the related asset. Financial assets include assets measured under the amortized cost basis, including loans, net investments in leases recognized by a lessor, held-to-maturity debt securities and PCD assets at the time of and subsequent to acquisition, and off-balance-sheet credit exposures considered not unconditionally cancellable. In addition to financial assets measured at amortized cost, credit losses related to available-for-sale debt securities are recorded through the allowance for credit losses and not as a direct adjustment to the amortized cost of the securities. The Company elects the collateral maintenance practical expedient under ASC 326 and applies this approach to securities purchased under resale agreements and brokerage customer receivables. In accordance with contractual terms, these assets require underlying collateral to be monitored continuously and replenished when collateral is less than required levels. The Company measures an allowance for credit losses if the carrying balance of such assets exceeds the amount of underlying collateral.

The allowance for credit losses on financial assets held at amortized cost is measured on a collective or pooled basis when similar risk characteristics exist. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool, including methodologies estimating the probability of default and loss given default on specific segments. Credit quality indicators, specifically the Company's internal risk rating systems, reflect how the Company monitors credit losses and represent factors used by the Company when measuring the allowance for credit losses. Historical credit loss history is adjusted for reasonable and supportable forecasts developed by the Company and incorporates third party economic forecasts on a quantitative or qualitative basis. Reasonable and supportable forecasts consider the macroeconomic factors that are most relevant to evaluating and predicting expected credit losses in the Company's financial assets. For periods beyond the ability to develop reasonable and supportable forecasts, the Company reverts to historical loss rates. Qualitative factors assessed by Management include the following:
• Changes in the nature and volume of the institution’s financial assets;
• Changes in the existence, growth, and effect of any concentrations of credit;
• Changes in the volume and severity of past due financial assets, the volume of non-accrual assets, and the volume and severity of adversely classified or graded assets;
• Changes in the value of the underlying collateral for loans that are not collateral-dependent;
• Changes in the institution’s lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries;
• Changes in the quality of the institution’s credit review function;
• Changes in the experience, ability, and depth of the institution’s lending, investment, collection, and other relevant management and staff;
• The effect of changes in other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters; and
• Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the institution operates that affect the collectability of financial assets.

Expected credit losses are measured over the contractual term of the financial asset with consideration of expected prepayments. Expected extensions, renewals or modifications of the financial asset are considered when the expected extension, renewal or modification is contained within the existing agreement and is not unconditionally cancellable.

Financial assets that do not share similar risk characteristics with any pool are assessed for the allowance for credit losses on an individual basis. These typically include assets experiencing financial difficulties, including substandard non-accrual assets. If an individual asset is removed from a pool, the allowance for credit losses for such pool will be measured without considering the removed asset. If foreclosure is probable or the asset is considered collateral-dependent, expected credit losses are measured based upon the fair value of the underlying collateral adjusted for selling costs, if appropriate.

For purchased financial assets that have experienced more-than-insignificant deterioration in credit quality since origination (“PCD assets”), the Company recognizes the sum of the purchase price and estimate of the allowance for credit losses as of the date of acquisition as the initial amortized cost basis. If the estimated allowance for credit losses is recognized under a methodology that is not a discounted cash flow methodology, such allowance for credit losses will be estimated based upon the unpaid principal balance of the financial asset.

The Company does not measure an allowance for credit losses on accrued interest receivable balances if these balances are written off in a timely manner. Write-offs of accrued interest receivable balances are recorded as a reduction to interest income.
Recoveries of financial assets previously written off are recognized when received and recorded as a component of the allowance for credit losses. When measuring the allowance for credit losses, the Company incorporates an estimate of expected recoveries provided the estimate is reasonable and supportable. Write-offs of financial assets are charged-off or deducted from

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the allowance for credit losses and recorded in the period when the Company concludes that all or a portion of a financial asset is no longer collectible. A provision for credit losses is charged to income based on Management’s periodic evaluation of the factors previously described. Evaluations are conducted at least quarterly and more frequently if deemed necessary.

Mortgage Servicing Rights ( “ MSRs ” )

MSRs are recorded in the Consolidated Statements of Condition at fair value in accordance with ASC 860, “Transfers and Servicing.” The Company originates mortgage loans for sale to the secondary market. Certain loans are originated and sold with servicing rights retained. MSRs associated with loans originated and sold, where servicing is retained, are capitalized at the time of sale at fair value based on the future net cash flows expected to be realized for performing the servicing activities, and included in other assets in the Consolidated Statements of Condition. The change in the fair value of MSRs is recorded as a component of mortgage banking revenue in non-interest income in the Consolidated Statements of Income. The Company measures the fair value of MSRs by stratifying the servicing rights into pools based on homogeneous characteristics, such as product type and interest rate. The fair value of each servicing rights pool is calculated based on the present value of estimated future cash flows using a discount rate commensurate with the risk associated with that pool, given current market conditions. Estimates of fair value include assumptions about prepayment speeds, interest rates and other factors which are subject to change over time. Changes in these underlying assumptions could cause the fair value of MSRs to change significantly in the future.

Lease Investments

The Company’s investments in equipment and other assets held on operating leases are reported as lease investments, net. Rental income on operating leases is recognized as income over the lease term on a straight-line basis. Equipment and other assets held on operating leases is stated at cost less accumulated depreciation. Depreciation of the cost of the assets held on operating leases, less any residual value, is computed using the straight-line method over the term of the leases, which is generally seven years or less.

Premises and Equipment

Premises and equipment, including leasehold improvements, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Useful lives generally range from two to 15 years for furniture, fixtures and equipment, two to seven years for software and computer-related equipment and seven to 39 years for buildings and improvements. Land improvements are amortized over a period of 15 years and leasehold improvements are amortized over the shorter of the useful life of the improvement or the term of the respective lease including any lease renewals deemed to be reasonably assured. Land, antique furnishings and artwork are not subject to depreciation. Expenditures for major additions and improvements are capitalized, and maintenance and repairs are charged to expense as incurred. Eligible costs related to the configuration, coding, testing and installation of internal use software and qualifying cloud computing arrangements are capitalized.

Long-lived depreciable assets are evaluated periodically for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment exists when the expected undiscounted future cash flows of a long-lived asset are less than its carrying value. In that event, a loss is recognized for the difference between the carrying value and the estimated fair value of the asset based on a quoted market price, if applicable, or a discounted cash flow analysis. Impairment losses are recognized in other non-interest expense .

Other Real Estate Owned

Other real estate owned is comprised of real estate acquired in partial or full satisfaction of loans and is included in other assets in the Consolidated Statements of Condition. Other real estate owned is recorded at its estimated fair value less estimated selling costs at the date of transfer. Any excess of the related loan balance over the fair value less expected selling costs is charged to the allowance for credit losses. In contrast, any excess of the fair value less expected selling costs over the related loan balance is recorded as a recovery of prior charge-offs on the loan and, if any portion of the excess exceeds prior charge-offs, as an increase to earnings. Subsequent changes in value are reported as adjustments to the carrying amount, limited to the initial fair value recorded at the date of transfer, and are recorded in other non-interest expense. Gains and losses upon sale, if any, are also charged to other non-interest expense. At December 31, 2025 and 2024, other real estate owned totaled $ 20.8  million and $ 23.1  million, respectively.

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Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of a business acquisition over the fair value of net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. In accordance with accounting standards, goodwill is not amortized, but rather is tested for impairment on an annual basis or more frequently when events warrant, using a qualitative or quantitative approach. Intangible assets which have finite lives are amortized over their estimated useful lives and also are subject to impairment testing. Intangible assets which have indefinite lives are evaluated each reporting date to determine whether events and circumstances continue to support an indefinite useful life. If an indefinite useful life can no longer be supported for such asset, the intangible asset will be amortized prospectively over the remaining estimated useful life. If an indefinite useful life can be supported, the asset is not amortized, but rather is tested for impairment on an annual basis or more frequently when events warrant, using a qualitative or quantitative approach. The Company’s intangible assets having finite lives are amortized over varying periods not exceeding twenty years .

Bank-Owned Life Insurance ( “ BOLI ” )

The Company maintains BOLI on certain individuals. BOLI balances are recorded at their cash surrender values and are included in other assets in the Consolidated Statements of Condition. Changes in the cash surrender values are included in non-interest income. At December 31, 2025 and 2024, BOLI totaled $ 223.7  million and $ 219.5  million, respectively.

Derivative Instruments

The Company enters into derivative transactions principally to protect against the risk of adverse price or interest rate movements on the future cash flows or the value of certain assets and liabilities. The Company is also required to recognize certain contracts and commitments, including certain commitments to fund mortgage loans held-for-sale, as derivatives when the characteristics of those contracts and commitments meet the definition of a derivative. The Company accounts for derivatives in accordance with ASC 815, “Derivatives and Hedging,” which requires that all derivative instruments be recorded in the Consolidated Statements of Condition at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Formal documentation of the relationship between a derivative instrument and a hedged asset or liability, as well as the risk-management objective and strategy for undertaking each hedge transaction and an assessment of effectiveness, is required at inception to apply hedge accounting. Formal documentation of ongoing effectiveness testing (e.g., regression analysis) is required to maintain hedge accounting for the majority of hedges executed. For hedges that are assessed for effectiveness using the shortcut method, the hedges are deemed perfectly effective at inception, and do not require ongoing effectiveness testing.

Fair value hedges are accounted for by recording the changes in the fair value of the derivative instrument and the changes in the fair value related to the risk being hedged of the hedged asset or liability on the Statement of Condition with corresponding offsets recorded in the income statement. The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of the derivative is recorded as a freestanding asset or liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the interest income or expense recorded on the hedged asset or liability.

Cash flow hedges are accounted for by recording the changes in the fair value of the derivative instrument on the Statement of Condition as either a freestanding asset or liability, with a corresponding offset recorded in other comprehensive income within shareholders’ equity, net of deferred taxes. Amounts are reclassified from accumulated other comprehensive income to either interest expense or interest income in the period or periods the hedged forecasted transaction affects earnings.

Under both the fair value and cash flow hedge scenarios, changes in the fair value of derivatives not considered to be highly effective in hedging the change in fair value or the expected cash flows of the hedged item are recognized in earnings as non-interest income during the period of the change.

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Derivative instruments that are not designated as hedges according to accounting guidance are reported on the Statement of Condition at fair value and the changes in fair value are recognized in earnings as non-interest income during the period of the change.

Commitments to fund mortgage loans (i.e., interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as derivatives and are not designated in hedging relationships. Fair values of these mortgage derivatives are estimated primarily based on changes in mortgage rates from the date of the commitments. Changes in the fair values of these derivatives are included in mortgage banking revenue.

Forward currency and commodity contracts used to manage foreign exchange risk and commodity price risk, respectively, associated with certain assets are accounted for as derivatives and are not designated in hedging relationships. Such derivatives are recorded at fair value based on prevailing currency and commodity exchange rates at the measurement date. Changes in the fair values of these derivatives are recognized in earnings as non-interest income during the period of change.

Periodically, the Company sells options to an unrelated bank or dealer for the right to purchase certain securities held within its investment portfolios (“covered call options”). These option transactions are designed primarily as an economic hedge to compensate for net interest margin compression by increasing the total return associated with holding the related securities as earning assets by using fee income generated from these options. These transactions are not designated in hedging relationships pursuant to accounting guidance and, accordingly, changes in fair values of these contracts, are reported in other non-interest income.

The Company periodically purchases options for the right to purchase securities not currently held within its investment portfolios or enters into interest rate swaps in which the Company elects to not designate such derivatives as hedging instruments. These option and swap transactions are designed primarily to economically hedge a portion of the fair value adjustments related to the Company’s mortgage servicing rights portfolio. The gain or loss associated with these derivative contracts are included in mortgage banking revenue.

Trust Assets, Assets Under Management and Brokerage Assets

Assets held in fiduciary or agency capacity for customers are not included in the consolidated financial statements as they are not assets of Wintrust or its subsidiaries. Fee income is recognized on an accrual basis and is included as a component of non-interest income.

Income Taxes

Wintrust and its subsidiaries file a consolidated Federal income tax return. Income tax expense is based upon income in the consolidated financial statements rather than amounts reported on the income tax return. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using currently enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as an income tax benefit or income tax expense in the period that includes the enactment date.

Positions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. In accordance with applicable accounting guidance, uncertain tax positions are initially recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50 % likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Interest and penalties on income tax uncertainties are classified within income tax expense in the income statement.

The Company has elected to apply the deferral method for acquired investments that generate investment tax credits (“ITCs”). This includes solar tax credit investments. Under this approach, the ITCs are recorded as an offset to the related investment on the balance sheet, with credit amounts being recognized in earnings over the life of the investment within the same income or expense accounts as used for the investment.

Stock-Based Compensation Plans

In accordance with ASC 718, “Compensation — Stock Compensation,” compensation cost is measured as the fair value of the awards on their date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options and a Monte-Carlo

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simulation model is used to estimate the fair value of performance awards with a market condition metric. The market price of the Company’s stock at the date of grant is used to estimate the fair value of time-vested restricted stock awards and performance awards with a performance metric. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

Accounting guidance permits for the recognition of stock based compensation for the number of awards that are ultimately expected to vest. As a result, recognized compensation expense for stock options and restricted share awards is reduced for estimated forfeitures prior to vesting. Forfeitures rates are estimated for each type of award based on historical forfeiture experience. Estimated forfeitures will be reassessed in subsequent periods and may change based on new facts and circumstances. The Company issues new shares to satisfy option exercises and vesting of restricted shares.

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on available-for-sale debt securities, net of deferred taxes, changes in deferred unrealized gains and losses on investment securities transferred from available-for-sale debt securities to held-to-maturity debt securities, net of deferred taxes, adjustments related to cash flow hedges, net of deferred taxes, and foreign currency translation adjustments, net of deferred taxes. The Company has a policy for releasing the income tax effects from accumulated other comprehensive income using an individual security approach.

Stock Repurchases

The Company periodically repurchases shares of its outstanding common stock through open market purchases or other methods. Repurchased shares are recorded as treasury shares on the trade date using the treasury stock method, and the cash paid is recorded as treasury stock.

Foreign Currency Translation

The Company revalues assets and liabilities denominated in non-U.S. currencies into U.S. dollars at the end of each month using applicable exchange rates and revenue and expenses are revalued using a daily spot rate.

Gains and losses relating to translating functional currency financial statements for U.S. reporting are included in other comprehensive income. Gains and losses relating to the re-measurement of transactions to the functional currency are reported in the Consolidated Statements of Income.

Going Concern

In connection with preparing financial statements for each reporting period, the Company evaluates whether conditions or events, considered in the aggregate, exist that would raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. If substantial doubt exists, specific disclosures are required to be included in the Company's financial statements issued. Through its evaluation, the Company did not identify any conditions or events that would raise substantial doubt about the Company's ability to continue as a going concern within one year of the issuance of these consolidated financial statements.

Accounting Pronouncements and Other Regulatory Rules Newly Adopted

Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to enhance the transparency and decision usefulness of income tax disclosures. This ASU requires annually that all entities disclose increasingly disaggregated information on amount of income taxes paid. Further, this ASU requires annually that all public entities must disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a specific quantitative threshold. The Company adopted ASU No. 2023-09 as of January 1, 2025 on a retrospective basis. Refer to Note (17) “Income Taxes” for further information regarding the adoption of this standard.

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Compensation – Scope Application of Profits Interest and Similar Awards

In March 2024, the FASB issued ASU No. 2024-01, “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards” which clarifies the guidance by providing an illustrative example to demonstrate how an entity should apply the scope guidance in Topic 718 when determining whether profits interest and similar awards should be accounted for in accordance with Topic 718. The Company adopted ASU No. 2024-01 as of January 1, 2025. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

(2) Recent Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public business entities to disclose additional information about specific expense categories including employee compensation, depreciation, intangible asset amortization, etc., as well as qualitative descriptions of certain expenses, in the notes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance is to be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU No. 2024-04, “Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This guidance is effective for fiscal years beginning after December 15, 2025, including interim periods therein, and is to be applied either on a prospective basis or retrospective basis. Early adoption is permitted. Adoption of this standard is expected to have no impact on the Company’s consolidated financial statements.

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

In May 2025, the FASB issued ASU No. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” which requires an entity involved in an acquisition transaction affected by primarily exchanging equity interests when the legal acquirer is a variable interest entity that meets the definition of a business, to consider specific factors when determining which entity is the accounting acquirer. This guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and is to be applied on a prospective basis to any acquisition transaction that occurs after the initial application date. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” which provides public business entities with a practical expedient—and private companies an accounting policy election—when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic Accounting Standards Codification (“ASC”) 606. In developing reasonable and supportable forecasts—if an entity elects the practical expedient—it assumes that current conditions as of the balance sheet date do not change for the remaining life of the assets in scope. This guidance is effective for fiscal years beginning after December 15, 2025, including interim periods therein, and is to be applied prospectively for all entities that elect either the practical expedient or accounting policy election. Early adoption is permitted. Adoption of this standard will not impact the Company’s consolidated financial statements as the Company has decided not to elect the practical expedient.

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” which removes all references to prescriptive and sequential software development stages, instead requiring capitalization of software costs when Management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function needed. This guidance is effective for fiscal years beginning after December 15, 2027, including interim periods therein, and can be applied either prospectively, retrospectively, or through a modified transition approach.

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Early adoption is permitted at the beginning of an annual reporting period. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Derivatives Scope Refinements & Scope Clarification for Share-Based Noncash Consideration

In September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract” which covers two separate issues. Issue 1 adds a scope exception to exclude from derivative accounting non-exchange-traded contracts with underlyings linked to the occurrence or nonoccurrence of an event. Issue 2 clarifies that entities should apply the guidance in ASC 606—on noncash consideration—to a contract with share-based noncash consideration from a customer for the transfer of goods or services. This guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and can be applied either on a prospective or modified retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Credit Losses - Purchased Loans

In November 2025, the FASB issued ASU No. 2025-08, “Financial Instruments - Credit Losses (Topic 326): Purchased Loans” which expands the population of acquired financial assets subject to the gross-up approach under Topic 326. Loans—excluding credit cards—acquired without credit deterioration and deemed “seasoned” are purchased seasoned loans and accounted for using the gross-up approach at acquisition. This guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and should be applied prospectively to loans that are acquired on or after the initial application date. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Hedge Accounting Improvements

In November 2025, the FASB issued ASU No. 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements” which clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues arising from the global reference rate reform initiative. For public business entities, this guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and should be applied on a prospective basis for all hedging relationships. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Interim Reporting Scope Improvements

In December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” which clarifies interim disclosure requirements and the applicability of Topic 270, resulting in a comprehensive list of interim disclosures required by GAAP. For public business entities, this guidance is effective for fiscal years beginning after December 15, 2027, including interim periods therein, and can be applied either on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

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(3) Investment Securities

A summary of the available-for-sale and held-to-maturity investment securities portfolios presenting carrying amounts and gross unrealized gains and losses as of December 31, 2025 and 2024 is as follows:

  December 31, 2025 December 31, 2024
(In thousands)
Amortized
Cost Gross
unrealized
gains Gross
unrealized
losses Fair Value Amortized
Cost Gross
unrealized
gains Gross
unrealized
losses Fair Value
Available-for-sale securities
U.S. Treasury $ 6,999   $ 36   $ —   $ 7,035   $ 37,858   $ 49   $ —   $ 37,907  
U.S. government agencies 50,000   —   ( 2,529 ) 47,471   50,000   —   ( 5,055 ) 44,945  
Municipal 162,373   1,643   ( 1,850 ) 162,166   188,405   528   ( 4,340 ) 184,593  
Corporate notes:
Financial issuers 79,000   —   ( 2,704 ) 76,296   83,997   —   ( 3,828 ) 80,169  
Other 1,000   —   ( 1 ) 999   1,000   —   ( 7 ) 993  
Mortgage-backed: (1)

Residential mortgage-backed securities 5,533,710   25,926   ( 402,953 ) 5,156,683   4,106,641   284   ( 553,287 ) 3,553,638  
Commercial (multi-family) mortgage-baked securities 280,969   570   ( 4,986 ) 276,553   19,064   23   ( 755 ) 18,332  
Collateralized mortgage obligations 521,430   2,305   ( 14,675 ) 509,060   238,574   1,187   ( 18,856 ) 220,905  
Total available-for-sale securities $ 6,635,481   $ 30,480   $ ( 429,698 ) $ 6,236,263   $ 4,725,539   $ 2,071   $ ( 586,128 ) $ 4,141,482  
Held-to-maturity securities
U.S. government agencies $ 313,541   $ —   $ ( 57,269 ) $ 256,272   $ 313,539   $ —   $ ( 69,127 ) $ 244,412  
Municipal 144,192   451   ( 2,012 ) 142,631   161,016   243   ( 5,290 ) 155,969  
Mortgage-backed: (1)

Residential mortgage-backed securities 2,667,371   7,503   ( 491,124 ) 2,183,750   2,864,927   —   ( 605,014 ) 2,259,913  
Commercial (multi-family) mortgage-backed securities 6,293   72   ( 92 ) 6,273   6,364   —   ( 252 ) 6,112  
Collateralized mortgage obligations 177,671   836   ( 16,989 ) 161,518   211,023   815   ( 22,683 ) 189,155  
Corporate notes 35,097   2   ( 396 ) 34,703   56,851   8   ( 1,870 ) 54,989  
Total held-to-maturity securities $ 3,344,165 $ 8,864   $ ( 567,882 ) $ 2,785,147 $ 3,613,720 $ 1,066   $ ( 704,236 ) $ 2,910,550  
Less: Allowance for credit losses ( 260 ) ( 457 )
Held-to-maturity securities, net of allowance for credit losses $ 3,343,905   $ 3,613,263  
Equity securities with readily determinable fair value $ 61,211   $ 6,318   $ ( 3,759 ) $ 63,770   $ 220,758   $ 2,905   $ ( 8,251 ) $ 215,412  

(1) None of our mortgage-backed securities are subprime.

Equity securities without readily determinable fair values totaled $ 68.5 million as of December 31, 2025 and $ 65.1  million as of December 31, 2024. Equity securities without readily determinable fair values are included as part of accrued interest receivable and other assets in the Company’s Consolidated Statements of Condition. The Company monitors its equity investments without readily determinable fair values to identify potential transactions that may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount. The Company recorded no upward adjustment and a downward adjustment of $ 20,000 related to such observable price changes in 2025. The Company recorded no adjustments related to such observable price changes in 2024. The Company conducts a quarterly assessment of its equity securities without readily determinable fair values to determine whether impairment exists in such equity securities, considering, among other factors, the nature of the securities, financial condition of the issuer and expected future cash flows. During the years ended December 31, 2025 and December 31, 2024, the Company recorded $ 2.1  million and $ 3.7 million, respectively, of impairment of equity securities without readily determinable fair values.

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The following tables present the portion of the Company’s available-for-sale investment securities portfolios which had gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position at December 31, 2025 and 2024, respectively:
 

As of December 31, 2025
Continuous unrealized
losses existing for less
than 12 months Continuous unrealized
losses existing for
greater than 12 months Total
(In thousands)
Fair value Unrealized
losses Fair value Unrealized
losses Fair value Unrealized
losses
Available-for-sale securities

U.S. government agencies $ —   $ —   $ 47,471   $ ( 2,529 ) $ 47,471   $ ( 2,529 )
Municipal 36,516   ( 142 ) 37,288   ( 1,708 ) 73,804   ( 1,850 )
Corporate notes:
Financial issuers —   —   76,296   ( 2,704 ) 76,296   ( 2,704 )
Other 999   ( 1 ) —   —   999   ( 1 )
Mortgage-backed: (1)

Residential mortgage-backed securities 378,503   ( 5,976 ) 2,145,980   ( 396,977 ) 2,524,483   ( 402,953 )
Commercial (multi-family) mortgage backed securities 215,561   ( 4,420 ) 6,094   ( 566 ) 221,655   ( 4,986 )
Collateralized mortgage obligations 91,601   ( 123 ) 63,696   ( 14,552 ) 155,297   ( 14,675 )

Total available-for-sale securities $ 723,180   $ ( 10,662 ) $ 2,376,825   $ ( 419,036 ) $ 3,100,005   $ ( 429,698 )

(1) None of our mortgage-backed securities are subprime.

As of December 31, 2024
Continuous unrealized
losses existing for less
than 12 months Continuous unrealized
losses existing for
greater than 12 months Total
(In thousands)
Fair value Unrealized
losses Fair value Unrealized
losses Fair value Unrealized
losses
Available-for-sale securities

U.S. government agencies $ 44,945   $ ( 5,055 ) $ —   $ —   $ 44,945   $ ( 5,055 )
Municipal 52,344   ( 3,536 ) 83,517   ( 804 ) 135,861   ( 4,340 )
Corporate notes:
Financial issuers 80,169   ( 3,828 ) —   —   80,169   ( 3,828 )
Other 993   ( 7 ) —   —   993   ( 7 )
Mortgage-backed: (1)

Mortgage-backed securities 2,212,780   ( 519,164 ) 1,327,534   ( 34,123 ) 3,540,314   ( 553,287 )
Commercial (multi-family) mortgage backed securities 3,134   ( 390 ) 12,204   ( 365 ) 15,338   ( 755 )
Collateralized mortgage obligations 65,874   ( 18,841 ) 7,428   ( 15 ) 73,302   ( 18,856 )

Total available-for-sale securities $ 2,460,239   $ ( 550,821 ) $ 1,430,683   $ ( 35,307 ) $ 3,890,922   $ ( 586,128 )

(1) None of our mortgage-backed securities are subprime.

The Company conducts a regular assessment of its investment securities to determine whether securities are experiencing credit losses. Factors for consideration include the nature of the securities, credit ratings or financial condition of the issuer, the extent of the unrealized loss, expected cash flows, market conditions and the Company’s ability to hold the securities through the anticipated recovery period.

The Company does not consider available-for-sale securities with unrealized losses at December 31, 2025 to be experiencing credit losses and recognized no resulting allowance for credit losses for such individually assessed credit losses. The Company does not intend to sell these investments and it is more likely than not that the Company will not be required to sell these investments before recovery of the amortized cost bases, which may be the maturity dates of the securities. The unrealized losses within each category have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase. Available-for-sale securities with continuous unrealized losses existing for more than twelve months at December 31, 2025 were primarily mortgage-backed securities with unrealized losses due to increased market rates subsequent to the date the securities were purchased.

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See Note (5) “Allowance for Credit Losses” for further discussion regarding any credit losses associated with held-to-maturity securities at December 31, 2025.

The following table provides information as to the amount of gross gains and losses, adjustments and impairment on investment securities recognized in earnings and proceeds received through the sale or call of investment securities:

  Years Ended December 31,
(In thousands)
2025 2024 2023
Realized gains on investment securities $ 5,852   $ 2,704   $ 1,136  
Realized losses on investment securities ( 3,316 ) ( 276 ) ( 71 )
Net realized gains on investment securities 2,536   2,428   1,065  

Unrealized gains on equity securities with readily determinable fair value 9,510   4,451   5,428  
Unrealized losses on equity securities with readily determinable fair value ( 1,605 ) ( 5,751 ) ( 4,280 )
Net unrealized gains (losses) on equity securities with readily determinable fair value 7,905   ( 1,300 ) 1,148  

Downward adjustments of equity securities without readily determinable fair values ( 20 ) —   —  
Impairment of equity securities without readily determinable fair values ( 2,098 ) ( 3,730 ) ( 688 )
Adjustment and impairment, net, of equity securities without readily determinable fair values ( 2,118 ) ( 3,730 ) ( 688 )

Gains (losses) on investment securities, net $ 8,323   $ ( 2,602 ) $ 1,525  

Proceeds from sales of equity securities with readily determinable fair value $ 226,542   $ 51,792   $ 23,592  
Proceeds from sales and capital distributions of equity securities without readily determinable fair value 1,421   2,226   67  

Net gains/losses on investment securities resulted in income tax expense (benefit) of $ 2.2  million, $( 676,520 ) and $ 403,000 in 2025, 2024 and 2023, respectively.

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The amortized cost and fair value of investment securities as of December 31, 2025 and December 31, 2024, by contractual maturity, are shown in the following table. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties:
 

  December 31, 2025 December 31, 2024
(In thousands)
Amortized
Cost Fair Value Amortized
Cost Fair Value
Available-for-sale securities
Due in one year or less $ 47,978   $ 47,915   $ 89,578   $ 89,392  
Due in one to five years 143,352   141,123   157,883   153,325  
Due in five to ten years 80,561   79,672   89,125   84,240  
Due after ten years 27,481   25,257   24,674   21,650  
Mortgage-backed 6,336,109   5,942,296   4,364,279   3,792,875  

Total available-for-sale securities $ 6,635,481   $ 6,236,263   $ 4,725,539   $ 4,141,482  
Held-to-maturity securities
Due in one year or less $ 47,030   $ 46,630   $ 18,929   $ 18,658  
Due in one to five years 76,452   76,366   110,897   108,056  
Due in five to ten years 67,195   63,882   71,846   70,277  
Due after ten years 302,153   246,728   329,734   258,379  
Mortgage-backed 2,851,335   2,351,541   3,082,314   2,455,180  
Total held-to-maturity securities $ 3,344,165   $ 2,785,147   $ 3,613,720   $ 2,910,550  
Less: Allowance for credit losses ( 260 ) ( 457 )
Held-to-maturity securities, net of allowance for credit losses $ 3,343,905   $ 3,613,263  

At December 31, 2025 and December 31, 2024, securities having a carrying value of $ 8.6  billion and $ 6.9  billion, respectively, were pledged as collateral for public deposits, trust deposits, FHLB advances, FRB discount window, securities sold under repurchase agreements, and derivatives. At December 31, 2025, there were no securities of a single issuer, other than U.S. government-sponsored agency securities, which exceeded 10% of shareholders’ equity.

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(4) Loans

The following table shows the Company’s loan portfolio by category as of the dates shown:

(Dollars in thousands) December 31, 2025 December 31, 2024
Balance:
Commercial $ 17,044,686   $ 15,574,551  
Commercial real estate 13,940,736   12,903,944  
Home equity 480,525   445,028  
Residential real estate 4,317,232   3,612,765  
Premium finance receivables—property & casualty 8,183,416   7,272,042  
Premium finance receivables—life insurance 9,023,642   8,147,145  
Consumer and other 114,864   99,562  

Total loans, net of unearned income $ 53,105,101   $ 48,055,037  
Mix:
Commercial 32   % 32   %
Commercial real estate 26   27  
Home equity 1   1  
Residential real estate 8   8  
Premium finance receivables—property & casualty 16   15  
Premium finance receivables—life insurance 17   17  
Consumer and other 0   0  

Total loans, net of unearned income 100   % 100   %

The Company’s loan portfolio is generally comprised of loans to consumers and small to medium-sized businesses, which, for the commercial and commercial real estate portfolios, are located primarily within the geographic market areas that the banks serve. Various niche lending businesses, including lease finance and franchise lending, operate on a national level. The premium finance receivables portfolios are made to customers throughout the United States and Canada. The Company strives to maintain a loan portfolio that is diverse in terms of loan type, industry, borrower and geographic concentrations. Such diversification reduces the exposure to economic downturns that may occur in different segments of the economy or in different industries.

Certain premium finance receivables are recorded net of unearned income. The unearned income portions of such premium finance receivables were $ 268.6 million and $ 267.7 million at December 31, 2025 and 2024, respectively.

Total loans, excluding PCD loans, include net deferred loan fees and costs and fair value purchase accounting adjustments totaling $ 77.9 million at December 31, 2025 and $ 78.2 million at December 31, 2024.

Certain real estate loans, including mortgage loans held-for-sale, commercial, consumer, and home equity loans with balances totaling approximately $ 28.3 billion and $ 23.7 billion at December 31, 2025 and 2024, respectively, were pledged as collateral to secure the availability of borrowings from certain federal agency banks. At December 31, 2025, approximately $ 16.0 billion of these pledged loans are included in a pledge of qualifying loans to the FHLB. The remaining $ 12.3 billion of pledged loans was used to secure potential borrowings at the FRB discount window. At December 31, 2025 and 2024, the banks had outstanding borrowings of $ 3.5 billion and $ 3.2 billion from the FHLB in connection with these collateral arrangements. See Note (11) “Federal Home Loan Bank Advances” for a summary of these borrowings.

It is the policy of the Company to review each prospective credit in order to determine the appropriateness and, when required, the adequacy of security or collateral necessary to obtain when making a loan. The type of collateral, when required, will vary from liquid assets to real estate. The Company seeks to assure access to collateral, in the event of default, through adherence to state lending laws and the Company’s credit monitoring procedures.

(5) Allowance for Credit Losses

In accordance with ASC 326, the Company is required to measure the allowance for credit losses of financial assets with similar risk characteristics on a collective or pooled basis. In considering the segmentation of financial assets measured at amortized cost into pools, the Company considered various risk characteristics in its analysis. Generally, the segmentation utilized

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represents the level at which the Company develops and documents its systematic methodology to determine the allowance for credit losses for the financial asset held at amortized cost, specifically the Company’s loan portfolio and debt securities classified as held-to-maturity. Below is a summary of the Company’s loan portfolio segments and major debt security types:

Commercial loans: The Company makes commercial loans for many purposes, including working capital lines and leasing arrangements, that are generally renewable annually and supported by business assets, personal guarantees and additional collateral. Underlying collateral includes receivables, inventory, enterprise value and the assets of the business. Commercial business lending is generally considered to involve a slightly higher degree of risk than traditional consumer bank lending. This portfolio includes a range of industries, including manufacturing, restaurants, franchise, professional services, equipment finance and leasing, mortgage warehouse lending and industrial. Individually assessed collateral dependent commercial loans are primarily collateralized by equipment and the enterprise value or assets of the specific business.

Commercial real estate loans, including construction and development, and non-construction: The Company’s commercial real estate loans are generally secured by a first mortgage lien and assignment of rents on the underlying property (utilized in related assessment of individually assessed collateral dependent loans). Since most of the Company’s bank branches are located in the Chicago metropolitan area, southern Wisconsin, and west Michigan, a significant portion of the Company’s commercial real estate loan portfolio is located in this region. As the risks and circumstances of such loans in construction phase vary from that of non-construction commercial real estate loans, the Company assesses the allowance for credit losses separately for these two segments.

Home equity loans: The Company’s home equity loans and lines of credit are primarily originated by each of the bank subsidiaries in their local markets where there is a strong understanding of the underlying real estate value. The Company’s banks monitor and manage these loans, and conduct an automated review of all home equity lines of credit at least twice per year. This review collects FICO and Bankruptcy scores for each home equity borrower and identifies situations where the credit strength of the borrower is declining. When other specific events occur that may influence repayment, information such as tax liens or judgments is collected. The bank subsidiaries use this information to manage loans that may be higher risk and to determine whether to obtain additional credit information or updated property valuations. In a limited number of cases, the Company may issue home equity credit together with first mortgage financing, and requests for such financing are evaluated on a combined basis.

Residential real estate loans, including early buy-out loans guaranteed by U.S. government agencies: The Company’s residential real estate portfolio includes one- to four-family adjustable rate mortgages, construction loans to individuals and bridge financing loans for qualifying customers as well as certain long-term fixed rate loans. The Company’s residential mortgages relate to properties located principally in the Chicago metropolitan area, California, southern Wisconsin, Florida and west Michigan. Due to interest rate risk considerations, the Company generally sells in the secondary market loans originated with long-term fixed rates, for which we receive fee income. The Company also selectively retains certain of these loans within the banks’ own loan portfolios where they are non-agency conforming, or where the terms of the loans make them favorable to retain. Since this loan portfolio consists primarily of locally originated loans, and since the majority of the borrowers are longer-term customers with lower LTV ratios, the Company may face a relatively low risk of borrower default and delinquency. Collateral dependent residential real estate loans that are individually assessed when measuring the allowance for credit losses are primarily collateralized by such one-to-four family properties noted above. It is not the Company’s current practice to underwrite, and there are no plans to underwrite subprime, Alt A, no or little documentation loans, or option ARM loans.

Additionally, early buy-out loans guaranteed by U.S. government agencies include loans in which the Company is eligible or has exercised its option under the Government National Mortgage Association (“GNMA”) securitization program to repurchase certain delinquent mortgage loans. Such loans were previously transferred by the Company with servicing of such loans retained. Early buy-out loans are insured or guaranteed by the Federal Housing Administration (“FHA”) or the U.S. Department of Veterans Affairs, subject to indemnifications and insurance limits for certain loans.

Premium finance receivable-property & casualty: The Company makes loans to finance insurance premiums related to property and casualty insurance policies. The loans are indirectly originated by working through independent insurance agents and brokers located throughout the United States and Canada. The insurance premiums financed are primarily for commercial customers’ purchases of liability, property and casualty and other commercial insurance. This lending involves relatively rapid turnover of the loan portfolio and high volume of loan originations. The Company performs ongoing credit and other reviews of the agents and brokers, and performs various internal audit steps to mitigate against the risk of fraud.

Premium finance receivable-life insurance: The Company also originates life insurance premium finance receivables. These loans are originated via referrals from life insurance carriers, independent insurance agents, financial advisors and legal counsel. The life insurance policy is the primary form of collateral. In addition, these loans often are secured with a letter of credit,

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marketable securities or certificates of deposit. In some cases, the Company may make a loan that has a partially unsecured position.

Consumer and other loans: Included in the consumer and other loan category is a wide variety of personal and consumer loans to individuals. The Company originates consumer loans in order to provide a wider range of financial services to its customers. Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk than mortgage loans due to the type and nature of the collateral.

U.S. government agency securities: This security type includes debt obligations of certain government-sponsored entities of the U.S. government such as the Federal Home Loan Bank, Federal Agricultural Mortgage Corporation, Federal Farm Credit Banks Funding Corporation and Fannie Mae. Such securities often contain an explicit or implicit guarantee of the U.S. government.

Municipal securities: The Company’s municipal securities portfolio includes bond issues for various municipal government entities located throughout the United States, including the Chicago metropolitan area, southern Wisconsin and west Michigan, some of which are privately placed and non-rated. Though the risk of loss is typically low, default history exists on municipal securities within the United States.

Mortgage-backed securities : This security type includes debt obligations supported by pools of individual mortgage loans and issued by certain government-sponsored entities of the U.S. government such as Freddie Mac and Fannie Mae. Such securities are considered to contain an implicit guarantee of the U.S. government.

Corporate notes : The Company’s corporate notes portfolio includes bond issues for various public companies representing a diversified population of industries. The risk of loss in this portfolio is considered low based on the characteristics of the investments.

In accordance with ASC 326, the Company elected to not measure an allowance for credit losses on accrued interest. As such, accrued interest is written off in a timely manner when deemed uncollectible. Any such write-off of accrued interest will reverse previously recognized interest income. In addition, the Company elected to not include accrued interest within presentation and disclosures of the carrying amount of financial assets held at amortized cost. This election is applicable to the various disclosures included within the Company’s financial statements. Accrued interest related to financial assets held at amortized cost is included within accrued interest receivable and other assets within the Company’s Consolidated Statements of Condition and totaled $ 312.2 million at December 31, 2025 and $ 332.8 million at December 31, 2024.

The tables below show the aging of the Company’s loan portfolio by the segmentation noted above at December 31, 2025 and 2024.
 

As of December 31, 2025
(In thousands)
Nonaccrual 90+ days
and still
accruing 60-89
days past
due 30-59
days past
due Current Total Loans
Loan Balances (includes PCD):

Commercial $ 78,059   $ —   $ 22,952   $ 90,205   $ 16,853,470   $ 17,044,686  
Commercial real estate:

Construction and development 2,976   —   1,260   13,456   2,391,890   2,409,582  
Non-construction 22,171   —   18,269   52,145   11,438,569   11,531,154  

Home equity 1,221   —   1,112   2,818   475,374   480,525  
Residential real estate loans, excluding early buy-out loans 32,862   —   7,562   24,908   4,106,107   4,171,439  

Premium finance receivables—property & casualty 29,354   19,115   29,294   57,685   8,047,968   8,183,416  
Premium finance receivables—life insurance —   —   13,887   22,806   8,986,949   9,023,642  

Consumer and other 8   42   466   643   113,705   114,864  
Total loans, net of unearned income, excluding early buy-out loans $ 166,651   $ 19,157   $ 94,802   $ 264,666   $ 52,414,032   $ 52,959,308  
Early buy-out loans guaranteed by U.S. government agencies (1)
—   53,848   204   1,316   90,425   145,793  
Total loans, net of unearned income $ 166,651   $ 73,005   $ 95,006   $ 265,982   $ 52,504,457   $ 53,105,101  

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As of December 31, 2024
(In thousands)
Nonaccrual 90+ days
and still
accruing 60-89
days past
due 30-59
days past
due Current Total Loans
Loan Balances (includes PCD):

Commercial $ 73,490   $ 104   $ 54,844   $ 92,551   $ 15,353,562   $ 15,574,551  
Commercial real estate
Construction and development 2,282   —   1,339   4,634   2,425,826   2,434,081  
Non-construction 18,760   —   9,182   26,132   10,415,789   10,469,863  

Home equity 1,117   —   1,233   2,148   440,530   445,028  
Residential real estate loans, excluding early buy-out loans 23,762   —   5,708   18,917   3,407,622   3,456,009  

Premium finance receivables—property & casualty 28,797   16,031   19,042   68,219   7,139,953   7,272,042  
Premium finance receivables—life insurance 6,431   —   72,963   36,405   8,031,346   8,147,145  

Consumer and other 2   47   59   882   98,572   99,562  
Total loans, net of unearned income, excluding early buy-out loans $ 154,641   $ 16,182   $ 164,370   $ 249,888   $ 47,313,200   $ 47,898,281  
Early buy-out loans guaranteed by U.S. government agencies (1)
—   33,952   618   2,335   119,851   156,756  
Total loans, net of unearned income $ 154,641   $ 50,134   $ 164,988   $ 252,223   $ 47,433,051   $ 48,055,037  

(1) Early buy-out loans are insured or guaranteed by the FHA or the U.S. Department of Veterans Affairs, subject to indemnifications and insurance limits for certain loans.

Credit Quality Indicators

Credit quality indicators, specifically the Company’s internal risk rating systems, reflect how the Company monitors credit losses and represents factors used by the Company when measuring the allowance for credit losses. The following discusses the Company’s credit quality indicators by financial asset.

Loan portfolios

The Company’s ability to manage credit risk depends in large part on its ability to properly identify and manage problem loans. To do so, the Company operates a credit risk rating system under which credit management personnel assign a credit risk rating (1 to 10 rating, with higher scores indicating higher risk) to each loan at the time of origination and review loans on a regular basis. For loans measured at amortized cost, these credit risk ratings are also an important aspect of the Company’s allowance for credit losses measurement methodology. The credit risk rating structure and classifications are shown below:

Pass (risk rating 1 to 5): Based on various factors (liquidity, leverage, etc.), the Company believes asset quality is acceptable and is deemed to not require additional monitoring by the Company.

Special mention (risk rating 6): Assets in this category are currently protected, potentially weak, but not to the point of substandard classification. Loss potential is moderate if corrective action is not taken.

Substandard accrual (risk rating 7): Assets in this category have well defined weaknesses that jeopardize the liquidation of the debt. Loss potential is distinct but with no discernible impairment.

Substandard nonaccrual/doubtful (risk rating 8 and 9): Assets have all the weaknesses in those classified “substandard accrual” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, improbable.

Loss/fully charged-off (risk rating 10): Assets in this category are considered fully uncollectible. As such, these assets have no carrying balance on the Company's Consolidated Statements of Condition.

Early buy-out loans guaranteed by U.S. government agencies : These loans are measured at fair value and thus excluded from the measurement of the allowance for credit losses. Credit risk rating assigned to such loans are considered in the measurement

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of fair value as well as related guarantees provided by the FHA or the U.S. Department of Veterans Affairs, subject to indemnifications and insurance limits for certain loans.

Generally, each loan officer is responsible for monitoring his or her loan portfolio, recommending a credit risk rating for each loan in his or her portfolio and ensuring the credit risk ratings are appropriate. These credit risk ratings are then ratified by the bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors including: a borrower’s financial strength, cash flow coverage, collateral protection and guarantees.

The Company’s Problem Loan Reporting system includes all such loans described above with credit risk ratings of 6 through 9. This system is designed to provide an on-going detailed tracking mechanism for each problem loan. Once management determines that a loan has deteriorated to a point where it has a credit risk rating of 6 or worse, the Company’s Managed Asset Division performs an overall credit and collateral review. As part of this review, all underlying collateral is identified and the valuation methodology is analyzed and tracked. As a result of this initial review by the Company’s Managed Asset Division, the credit risk rating is reviewed and a portion of the outstanding loan balance may be deemed uncollectible and, as a result, no longer share similar risk characteristics as its related pool. If that is the case, the individual loan is considered collateral dependent and individually assessed for an allowance for credit loss. The Company’s individual assessment utilizes an independent re-appraisal of the collateral (unless such a third-party evaluation is not possible due to the unique nature of the collateral, such as a closely-held business or thinly traded securities). In the case of commercial real estate collateral, an independent third party appraisal is ordered by the Company’s Real Estate Services Group to determine if there has been any change in the underlying collateral value. These independent appraisals are reviewed by the Real Estate Services Group and sometimes by independent third party valuation experts and may be adjusted depending upon market conditions.

Through the credit risk rating process, such loans are reviewed to determine if they are performing in accordance with the original contractual terms. If the borrower has failed to comply with the original contractual terms, further action may be required by the Company, including a downgrade in the credit risk rating, movement to non-accrual status or a charge-off. If the Company determines that a loan amount or portion thereof is uncollectible, the loan’s credit risk rating is immediately downgraded to an 8 or 9 and the uncollectible amount is charged off. Any loan that has a partial charge-off continues to be assigned a credit risk rating of an 8 or 9 for the duration of time that a balance remains outstanding. The Company undertakes a thorough and ongoing analysis to determine if additional impairment and/or charge-offs are appropriate and to begin a workout plan for the credit to minimize actual losses. In determining the appropriate charge-off for collateral-dependent loans, the Company considers the results of appraisals for the associated collateral.

The table below shows the Company’s loan portfolio by credit quality indicator and year of origination at December 31, 2025:

As of December 31, 2025
Year of Origination Revolving Total
(In thousands) 2025 2024 2023 2022 2021 Prior Revolving to Term Loans
Loan Balances:
Commercial, industrial and other
Pass $ 3,720,058   $ 2,692,642   $ 1,604,743   $ 1,059,564   $ 775,585   $ 1,086,890   $ 5,557,016   $ 43,490   $ 16,539,988  
Special mention 31,571   31,629   34,593   12,766   11,067   34,746   120,913   767   278,052  
Substandard accrual 7,477   23,517   25,706   21,069   20,639   3,322   45,083   1,774   148,587  
Substandard nonaccrual/doubtful 5,006   6,635   6,196   28,155   25,238   3,101   2,094   1,634   78,059  
Total commercial, industrial and other $ 3,764,112   $ 2,754,423   $ 1,671,238   $ 1,121,554   $ 832,529   $ 1,128,059   $ 5,725,106   $ 47,665   $ 17,044,686  

Construction and development
Pass $ 360,765   $ 603,682   $ 520,694   $ 524,644   $ 28,674   $ 104,220   $ 13,947   $ 824   $ 2,157,450  
Special mention —   —   49,398   131,923   —   15,736   —   —   197,057  
Substandard accrual —   —   13,748   18,996   —   15,382   3,973   —   52,099  
Substandard nonaccrual/doubtful —   —   750   1,321   —   905   —   —   2,976  
Total construction and development $ 360,765   $ 603,682   $ 584,590   $ 676,884   $ 28,674   $ 136,243   $ 17,920   $ 824   $ 2,409,582  
Non-construction
Pass $ 2,279,126   $ 1,341,928   $ 1,207,171   $ 1,741,249   $ 1,261,008   $ 3,104,804   $ 202,614   $ 1,947   $ 11,139,847  
Special mention 2,059   841   62,563   56,882   6,109   45,720   1,414   —   175,588  
Substandard accrual —   18,738   29,242   54,800   54,390   34,571   1,807   —   193,548  
Substandard nonaccrual/doubtful —   —   4,471   305   —   17,395   —   —   22,171  
Total non-construction $ 2,281,185   $ 1,361,507   $ 1,303,447   $ 1,853,236   $ 1,321,507   $ 3,202,490   $ 205,835   $ 1,947   $ 11,531,154  
Home equity
Pass $ —   $ 223   $ 197   $ 144   $ 277   $ 13,241   $ 439,150   $ 11,928   $ 465,160  
Special mention —   60   100   219   —   2,190   5,941   155   8,665  

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Substandard accrual —   —   15   19   91   3,051   2,268   35   5,479  
Substandard nonaccrual/doubtful —   —   —   188   129   904   —   —   1,221  
Total home equity $ —   $ 283   $ 312   $ 570   $ 497   $ 19,386   $ 447,359   $ 12,118   $ 480,525  
Residential real estate
Early buy-out loans guaranteed by U.S. government agencies $ 746   $ 8,415   $ 9,087   $ 7,468   $ 6,250   $ 113,827   $ —   $ —   $ 145,793  
Pass 1,118,444   726,637   395,578   748,133   705,103   409,071   —   —   4,102,966  
Special mention 506   2,020   6,167   5,020   3,008   7,423   —   —   24,144  
Substandard accrual 28   135   813   3,821   2,806   3,864   —   —   11,467  
Substandard nonaccrual/doubtful 266   3,738   6,021   9,501   5,732   7,604   —   —   32,862  
Total residential real estate $ 1,119,990   $ 740,945   $ 417,666   $ 773,943   $ 722,899   $ 541,789   $ —   $ —   $ 4,317,232  
Premium finance receivables - property & casualty
Pass $ 8,012,676   $ 22,018   $ 1,595   $ 559   $ 686   $ —   $ —   $ —   $ 8,037,534  
Special mention 102,258   1,039   19   —   —   —   —   —   103,316  
Substandard accrual 12,811   399   —   1   1   —   —   —   13,212  
Substandard nonaccrual/doubtful 24,836   4,499   16   2   1   —   —   —   29,354  
Total premium finance receivables - property & casualty $ 8,152,581   $ 27,955   $ 1,630   $ 562   $ 688   $ —   $ —   $ —   $ 8,183,416  
Premium finance receivables - life
Pass $ 592,387   $ 786,884   $ 547,682   $ 767,847   $ 1,091,295   $ 5,237,547   $ —   $ —   $ 9,023,642  
Special mention —   —   —   —   —   —   —   —   —  
Substandard accrual —   —   —   —   —   —   —   —   —  
Substandard nonaccrual/doubtful —   —   —   —   —   —   —   —   —  
Total premium finance receivables - life $ 592,387   $ 786,884   $ 547,682   $ 767,847   $ 1,091,295   $ 5,237,547   $ —   $ —   $ 9,023,642  
Consumer and other
Pass $ 5,905   $ 2,095   $ 1,707   $ 258   $ 588   $ 24,935   $ 78,989   $ —   $ 114,477  
Special mention 102   15   30   82   —   108   13   —   350  
Substandard accrual 2   6   —   —   —   12   9   —   29  
Substandard nonaccrual/doubtful —   8   —   —   —   —   —   —   8  
Total consumer and other $ 6,009   $ 2,124   $ 1,737   $ 340   $ 588   $ 25,055   $ 79,011   $ —   $ 114,864  
Total loans
Early buy-out loans guaranteed by U.S. government agencies $ 746   $ 8,415   $ 9,087   $ 7,468   $ 6,250   $ 113,827   $ —   $ —   $ 145,793  
Pass 16,089,361   6,176,109   4,279,367   4,842,398   3,863,216   9,980,708   6,291,716   58,189   51,581,064  
Special mention 136,496   35,604   152,870   206,892   20,184   105,923   128,281   922   787,172  
Substandard accrual 20,318   42,795   69,524   98,706   77,927   60,202   53,140   1,809   424,421  
Substandard nonaccrual/doubtful 30,108   14,880   17,454   39,472   31,100   29,909   2,094   1,634   166,651  
Total loans $ 16,277,029   $ 6,277,803   $ 4,528,302   $ 5,194,936   $ 3,998,677   $ 10,290,569   $ 6,475,231   $ 62,554   $ 53,105,101  
Gross write offs
Three months ended December 31, 2025 $ 8,981   $ 1,616   $ 1,711   $ 2,311   $ 5,954   $ 6,503   $ —   $ —   $ 27,076  
Twelve months ended December 31, 2025 17,690   16,913   6,957   10,440   20,147   19,719   —   —   91,866  

Held-to-maturity debt securities

The Company conducts an assessment of its investment securities, including those classified as held-to-maturity, at the time of purchase and on at least an annual basis to ensure such investment securities remain within appropriate levels of risk and continue to perform satisfactorily in fulfilling its obligations. The Company considers, among other factors, the nature of the securities and credit ratings or financial condition of the issuer. If available, the Company obtains a credit rating for issuers from a Nationally Recognized Statistical Rating Organization (“NRSRO”) for consideration. If no such rating is available for an issuer, the Company performs an internal rating based on the scale utilized within the loan portfolio as discussed above. For purposes of the table below, the Company has converted any issuer rating from an NRSRO into the Company’s internal ratings based on Investment Policy and review by the Company’s management.

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As of December 31, 2025
Year of Origination Total
(In thousands) 2025 2024 2023 2022 2021 Prior Balance
Amortized Cost Balances:
U.S. government agencies
1-4 internal grade $ —   $ —   $ —   $ 135,000   $ 147,830   $ 30,711   $ 313,541  
5-7 internal grade —   —   —   —   —   —   —  
8-10 internal grade —   —   —   —   —   —   —  
Total U.S. government agencies $ —   $ —   $ —   $ 135,000   $ 147,830   $ 30,711   $ 313,541  
Municipal
1-4 internal grade $ —   $ —   $ 4,092   $ 1,027   $ 6,718   $ 130,468   $ 142,305  
5-7 internal grade —   —   —   —   —   1,887   1,887  
8-10 internal grade —   —   —   —   —   —   —  
Total municipal $ —   $ —   $ 4,092   $ 1,027   $ 6,718   $ 132,355   $ 144,192  
Mortgage-backed securities
1-4 internal grade $ —   $ —   $ 273,577   $ 480,317   $ 2,097,441   $ —   $ 2,851,335  
5-7 internal grade —   —   —   —   —   —   —  
8-10 internal grade —   —   —   —   —   —   —  
Total mortgage-backed securities $ —   $ —   $ 273,577   $ 480,317   $ 2,097,441   $ —   $ 2,851,335  
Corporate notes
1-4 internal grade $ —   $ —   $ —   $ 4,973   $ —   $ 30,124   $ 35,097  
5-7 internal grade —   —   —   —   —   —   —  
8-10 internal grade —   —   —   —   —   —   —  
Total corporate notes $ —   $ —   $ —   $ 4,973   $ —   $ 30,124   $ 35,097  
Total held-to-maturity securities $ 3,344,165  
Less: Allowance for credit losses ( 260 )
Held-to-maturity securities, net of allowance for credit losses $ 3,343,905  

Measurement of Allowance for Credit Losses

The Company’s allowance for credit losses consists of the allowance for loan losses, the allowance for unfunded commitment losses and the allowance for held-to-maturity debt security losses. In accordance with ASC 326, the Company measures the allowance for credit losses at the time of origination or purchase of a financial asset, representing an estimate of lifetime expected credit losses on the related asset. When developing its estimate, the Company considers available information relevant to assessing the collectability of cash flows, from both internal and external sources. Historical credit loss experience is one input in the estimation process as well as inputs relevant to current conditions and reasonable and supportable forecasts. In considering past events, the Company considers the relevance, or lack thereof, of historical information due to changes in such things as financial asset underwriting or collection practices, and changes in portfolio mix due to changing business plans and strategies. In considering current conditions and forecasts, the Company considers both the current economic environment and the forecasted direction of the economic environment with emphasis on those factors deemed relevant to or driving changes in expected credit losses. As significant judgment is required, the review of the appropriateness of the allowance for credit losses is performed quarterly by various committees with participation by the Company’s executive management.

December 31, December 31,
(In thousands) 2025 2024

Allowance for loan losses $ 379,283   $ 364,017  
Allowance for unfunded lending-related commitments losses 80,922   72,586  
Allowance for loan losses and unfunded lending-related commitments losses 460,205   436,603  
Allowance for held-to-maturity securities losses 260   457  
Allowance for credit losses $ 460,465   $ 437,060  

The allowance for credit losses is measured on a collective or pooled basis when similar risk characteristics exist, based upon the segmentation discussed above. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool. These methodologies include estimating the probability of default and loss given default on the commercial and commercial real estate segments, using the weighted-average remaining maturity methodology for the residential real estate, home equity, and consumer segments, and utilizing an assumption-based approach focusing on historical loss rates for the premium finance receivables segments. Historical credit loss history is adjusted for reasonable and supportable forecasts developed by the Company on a quantitative or qualitative basis and incorporates third party economic forecasts. Reasonable and supportable forecasts consider the macroeconomic factors that are most relevant to evaluating and predicting expected credit losses in the Company's financial assets. Currently, the Company utilizes an eight quarter forecast period using a single

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macroeconomic scenario provided by a third party and reviewed within the Company's governance structure. For periods beyond the ability to develop reasonable and supportable forecasts, the Company reverts to historical loss rates at an input level, straight-line over a four quarter reversion period. Expected credit losses are measured over the contractual term of the financial asset with consideration of expected prepayments. Expected extensions, renewals or modifications of the financial asset are considered when the expected extension, renewal or modification is contained within the existing agreement and is not unconditionally cancelable. The methodologies discussed above are applied to both current asset balances on the Company's Consolidated Statements of Condition and off-balance sheet commitments (i.e. unfunded lending-related commitments).

Assets that do not share similar risk characteristics with a pool are assessed for the allowance for credit losses on an individual basis. These typically include assets experiencing financial difficulties, including assets rated as substandard nonaccrual and doubtful. If foreclosure is probable or the asset is considered collateral-dependent, expected credit losses are measured based upon the fair value of the underlying collateral, adjusted for selling costs, if appropriate. Underlying collateral across the Company’s segments consist primarily of real estate, land and construction assets, as well as general business assets of the borrower. As of December 31, 2025, excluding loans carried at fair value, substandard nonaccrual loans totaling $ 72.9  million in carrying balance had no related allowance for credit losses.

The Company does not measure an allowance for credit losses on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when assets are placed on nonaccrual status.

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Loan portfolios

A summary of the activity in the allowance for credit losses by loan portfolio (i.e. allowance for loan losses and allowance for unfunded commitment losses) for the years ended December 31, 2025 and 2024 is as follows:

 
Year Ended 
December 31, 2025
(In thousands)
Commercial Commercial
Real Estate Home
Equity Residential
Real Estate Premium
Finance
Receivable Consumer
and Other Total
Loans

Allowance for credit losses at beginning of period $ 175,837   $ 222,856   $ 8,943   $ 10,335   $ 17,820   $ 812   436,603  

Other adjustments —   —   —   167   —   167  

Charge-offs ( 50,361 ) ( 11,934 ) ( 138 ) ( 26 ) ( 28,704 ) ( 703 ) ( 91,866 )
Recoveries 5,080   267   378   140   13,556   130   19,551  
Provision for credit losses - other 47,989   35,744   1,219   2,070   8,172   556   95,750  

Allowance for credit losses at period end $ 178,545   $ 246,933   $ 10,402   $ 12,519   $ 11,011   $ 795   $ 460,205  
By measurement method:
Individually evaluated for impairment $ 19,054   $ 4,890   $ —   $ 120   $ 8   $ 24,072  
Collectively evaluated for impairment 159,491   242,043   10,402   12,399   11,011   787   436,133  

Loans at period end:
Individually evaluated for impairment $ 78,059   $ 25,147   $ 1,221   $ 32,774   $ —   $ 8   $ 137,209  
Collectively evaluated for impairment 16,966,627   13,915,589   479,304   4,132,868   17,207,058   114,856   52,816,302  

Loans held at fair value —   —   —   151,590   —   —   151,590  

Year Ended 
December 31, 2024
(In thousands)
Commercial Commercial
Real Estate Home
Equity Residential
Real Estate Premium
Finance
Receivable Consumer
and Other Total
Loans
Allowance for credit losses at beginning of period $ 169,604   $ 223,853   $ 7,116   $ 13,133   $ 13,069   $ 490   $ 427,265  

Other adjustments —   —   —   —   ( 207 ) —   ( 207 )

Charge-offs ( 48,864 ) ( 22,127 ) ( 74 ) ( 175 ) ( 37,519 ) ( 587 ) ( 109,346 )
Recoveries 2,853   323   359   15   11,313   87   14,950  
Provision for credit losses 47,439   9,164   196   ( 3,337 ) 31,164   764   85,390  
Provision for credit losses - Day 1 on non-PCD assets acquired during the period 2,967   10,540   1,344   638   —   58   15,547  
Initial allowance for credit losses recognized on PCD assets acquired during the period 1,838   1,103   2   61   —   —   3,004  
Allowance for loan losses at period end $ 175,837   $ 222,856   $ 8,943   $ 10,335   $ 17,820   $ 812   436,603  

By measurement method:
Individually evaluated for impairment $ 27,894   $ 6,768   $ 50   $ 44   $ —   $ 1   $ 34,757  
Collectively evaluated for impairment 147,943   216,088   8,893   10,291   17,820   811   401,846  

Loans at period end:
Individually evaluated for impairment $ 73,490   $ 21,042   $ 1,117   $ 23,674   $ —   $ 2   $ 119,325  
Collectively evaluated for impairment 15,501,061   12,882,902   443,911   3,430,296   15,419,187   99,560   47,776,917  

Loan held at fair value —   —   —   158,795   —   —   158,795  

For the year ended December 31, 2025, the Company recognized an approximately $ 95.8  million provision for credit losses related to loans and lending agreements. Excluding acquisitions in 2024, t h e increased p rovision compared to December 31, 2024 was primarily the result of loan growth across the various portfolios coupled with slight deterioration in the Company’s macroeconomic forecasts related to the key model input of Commercial Real Estate Price Index, partially offset by improvement in the key model input of Baa Credit Spreads. While uncertainties remain regarding expected economic performance, macroeconomic forecasts as of December 31, 2025 assume that the impact of those uncertainties is less severe compared to that assumed at December 31, 2024. Other key drivers of provision for credit losses in these portfolios include, but are not limited to, loan risk rating migration, qualitative overlays, and net charge-offs in 2025 which totaled $ 72.3 million.

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Held-to-maturity debt securities

The allowance for credit losses on the Company’s held-to-maturity debt securities is presented as a reduction to the amortized cost basis of held-to-maturity securities on the Company’s Consolidated Statements of Condition. For the years ended December 31, 2025 and December 31, 2024, the Company recognized approximately $( 196,000 ) and $ 110,000 , respectively, of provision for credit losses related to held-to-maturity securities. At December 31, 2025 and December 31, 2024, the Company did not identify any held-to-maturity debt securities within its portfolio that would require a charge-off.

Loan Modifications to Borrowers Experiencing Financial Difficulties

The Company’s approach to restructuring or modifying loans is built on its credit risk rating system, which requires credit management personnel to assign a credit risk rating to each loan. In each case, the loan officer is responsible for recommending a credit risk rating for each loan and ensuring the credit risk ratings are appropriate. These credit risk ratings are then reviewed and approved by the bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors, including a borrower’s financial strength, cash flow coverage, collateral protection and guarantees. The Company’s credit risk rating scale is one through ten with higher scores indicating higher risk. In the case of loans rated six or worse following modification, the Company’s Managed Assets Division evaluates the loan and the credit risk rating and determines that the loan has been restructured to be reasonably assured of repayment and of performance according to the modified terms and is supported by a current, well-documented credit assessment of the borrower’s financial condition and prospects for repayment under the revised terms. Based on the Company’s credit risk rating system, it considers that borrowers whose credit risk rating is 5 or better are not experiencing financial difficulties.

Restructurings may arise when, due to financial difficulties experienced by the borrower, the Company obtains through physical possession one or more collateral assets in satisfaction of all or part of an existing credit. Once possession is obtained, the Company reclassifies the appropriate portion of the remaining balance of the credit from loans to other real estate owned (“OREO”), which is included within other assets in the Consolidated Statements of Condition. For any residential real estate property collateralizing a consumer mortgage loan, the Company is considered to possess the related collateral only if legal title is obtained upon completion of foreclosure, or the borrower conveys all interest in the residential real estate property to the Company through completion of a deed in lieu of foreclosure or similar legal agreement. At December 31, 2025, the Company had no foreclosed residential real estate properties included within OREO. Further, the recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $ 69.2 million and $ 38.2 million at December 31, 2025 and 2024, respectively.

The tables below presents a summary of the balance immediately following the modification of loans to borrowers experiencing financial difficulties during the years ended December 31, 2025 and 2024:

Year Ended
December 31, 2025
(Dollars in thousands)
Total Percentage of Total Class of Loan Extension of Term Reduction of 
Interest
Rate Interest Only
Payments Delay in Contractual Payments Extension of Term and Reduction of Interest Rate

Commercial $ 38,113   0.5   % $ 14,883   $ 8   $ 501   $ 22,043   $ 678  
Commercial real estate

Non-construction 358   0.0   358   —   —   —   —  
Home equity 121   0.0   —   —   —   —   121  
Residential real estate 1,876   0.0   568   271   —   238   799  

Total loans $ 40,468   0.1   % $ 15,809   $ 279   $ 501   $ 22,281   $ 1,598  

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Weighted Average Magnitude of Modifications:
Year Ended December 31, 2025
(Dollars in thousands)
Total Duration of Extension of Term (months) Reduction of 
Interest
Rate (bps) Duration of Delay in Contractual Payments (months)

Commercial $ 38,113   13 156   3
Commercial real estate

Non-construction 358   22 —   —  
Home equity 121   12 125   —
Residential real estate 1,876   49 131   483

Total loans $ 40,468   17 140   8

Year Ended
December 31, 2024
(Dollars in thousands)
Total Percentage of Total Class of Loan Extension of Term Reduction of 
Interest
Rate Interest Only
Payments Delay in Contractual Payments Extension of Term and Reduction of Interest Rate

Commercial $ 11,531   0.1   % $ 9,516   $ 9   $ 17   $ 81   $ 1,908  
Commercial real estate
Construction and development 701   0.0   701   —   —   —   — 
Non-construction 813   0.0   493   —   320   —   — 
Home equity 86   0.0   86   —   —   —   — 
Residential real estate 166   0.0   —   166   —   —   — 
Premium finance receivables—property & casualty 1,226   0.0   96   1,103   —   —   27  
Total loans $ 14,523   0.0   % $ 10,892   $ 1,278   $ 337   $ 81   $ 1,935  

Weighted Average Magnitude of Modifications:
Year Ended December 31, 2024
(Dollars in thousands)
Total Duration of Extension of Term (months) Reduction of 
Interest
Rate (bps) Duration of Delay in Contractual Payments (months)

Commercial $ 11,531   10 80   34
Commercial real estate
Construction and development 701   13 —   — 
Non-construction 813   8 —   — 
Home equity 86   12 —   — 
Residential real estate 166   —  201   — 
Premium finance receivables—property & casualty 1,226   —  37   — 
Total loans $ 14,523   9 74   34

The Company had commitments of $ 36.4 million and $ 20.9 million as of December 31, 2025 and December 31, 2024, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of principal forgiveness, an interest rate reduction, an other-than insignificant payment delay or a term extension during the periods presented.

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The following table presents a summary of all modified loans for borrowers experiencing financial difficulties and such loans that were in payment default under the restructured terms during the respective periods below:

(Dollars in thousands) Year Ended December 31, 2025
Year Ended December 31, 2025
Year Ended December 31, 2024
Year Ended December 31, 2024

Total Payments in Default (1)
Total Payments in Default  (1)

Commercial $ 38,113   $ 653   $ 11,531   $ 995  
Commercial real estate
Construction and development —   —   701   —  
Non-construction 358   179   813   319  
Home equity 121   —   86   86  
Residential real estate 1,876   914   166   166  
Premium finance receivables—property & casualty —   —   1,226   122  
Total loans $ 40,468   $ 1,746   $ 14,523   $ 1,688  

(1) Modified loans considered to be in payment default are over 30 days past due subsequent to the restructuring.

(6) Mortgage Servicing Rights (“MSRs”)

Following is a summary of the changes in the carrying value of MSRs, accounted for at fair value, for the years ended December 31, 2025, 2024 and 2023:

December 31, December 31, December 31,
(In thousands)
2025 2024 2023
Fair value at beginning of year $ 203,788   $ 192,456   $ 230,225  
Additions from loans sold with servicing retained 25,984   29,969   28,610  

Servicing rights sold —   —   ( 30,170 )
Estimate of changes in fair value due to:

Payoffs and paydowns ( 23,656 ) ( 23,026 ) ( 17,060 )
Changes in valuation inputs or assumptions ( 11,093 ) 4,389   ( 19,149 )
Fair value at end of year $ 195,023   $ 203,788   $ 192,456  
Unpaid principal balance of mortgage loans serviced for others $ 12,608,694   $ 12,400,913   $ 12,007,165  

The Company recognizes MSR assets upon the sale of residential real estate loans to external third parties when it retains the obligation to service the loans and the servicing fee is more than adequate compensation. The initial recognition of MSR assets from loans sold with servicing retained and subsequent changes in fair value of all MSRs are recognized in mortgage banking revenue . MSRs are subject to changes in value from actual and expected prepayment of the underlying loans.

The estimation of fair value related to MSRs is partly impacted by the Company exercising its EBO on eligible loans previously sold to the GNMA. Under such optional repurchase program, financial institutions acting as servicers are allowed to buy back from the securitized loan pool individual delinquent mortgage loans meeting certain criteria for which the institution was the original transferor of such loans. At the option of the servicer and without prior authorization from GNMA, the servicer may repurchase such delinquent loans for an amount equal to the remaining principal balance of the loan. At the time of such repurchase, any MSR value related to such loans is derecognized.

The MSR asset fair value is determined by using a discounted cash flow model that incorporates the objective characteristics of the portfolio as well as subjective valuation parameters that purchasers of servicing would apply to such portfolios sold into the secondary market. The subjective factors include loan prepayment speeds, discount rates, servicing costs and other economic factors. The Company uses a third party to assist in the valuation of MSRs.

Periodically the Company will purchase options for the right to purchase securities not currently held within the banks’ investment portfolios or enter into interest rate swaps in which the Company elects to not designate such derivatives as hedging instruments. These option and swap transactions are designed primarily to economically hedge a portion of the fair value adjustments related to the Company’s MSRs. The gain or loss associated with these derivative contracts is included in mortgage banking revenue. For more information regarding these hedges outstanding as of December 31, 2025 and December 31, 2024, see Note (21) “Derivative Financial Instruments” in Item 8 of this report.

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(7) Business Combinations

On August 1, 2024, the Company completed its previously announced acquisition of Macatawa Bank Corporation (“Macatawa”), the parent company of Macatawa Bank. Pursuant to the terms of the merger, each common share of Macatawa outstanding at the time of merger was converted into the right to receive 0.137 shares of Wintrust common stock, with cash paid in lieu of fractional shares. As a result, the Company issued approximately 4.7 million shares of common stock, the fair value of consideration paid was $ 499.3 million. Macatawa operates full-service branches located throughout communities in Kent, Ottawa and northern Allegan counties in the state of Michigan. Macatawa offers a full range of banking, retail and commercial lending, wealth management and ecommerce services to individuals, businesses and governmental entities. As of August 1, 2024, Macatawa had fair values of approximately $ 2.9 billion in assets, $ 2.3 billion in deposits and $ 1.3 billion in loans. In conjunction with the acquisition, the Company recorded $ 53.7 million discount on acquired loans, $ 33.5 million discount on securities and recorded total intangibles of $ 253.0 million. As of the first quarter of 2025, the purchase accounting was finalized and is no longer subject to change.

(8) Goodwill and Other Acquisition-Related Intangible Assets

A summary of the Company’s goodwill assets by business segment is presented in the following table:

(In thousands)
January 1,
2025 Goodwill
Acquired Impairment
Loss Goodwill Adjustments December 31, 2025
Community banking $ 687,754   $ —   $ —   $ —   $ 687,754  
Specialty finance 37,193   —   —   1,018   38,211  
Wealth management 71,995   —   —   —   71,995  
Total $ 796,942   $ —   $ —   $ 1,018   $ 797,960  

The specialty finance unit’s goodwill increased $ 1.0 million in 2025 as a result of foreign currency translation adjustments related to prior Canadian acquisitions.

The Company assesses each reporting unit’s goodwill for impairment on at least an annual basis and considers potential indicators of impairment at each reporting date between annual goodwill impairment tests. At October 1, 2025, the Company utilized a qualitative approach for its annual goodwill impairment tests of the community banking, specialty finance and wealth management reporting units and determined that no impairment existed at that time.

At each reporting date between annual goodwill impairment tests, the Company considers potential indicators of impairment. The Company assessed whether events and circumstances as of each reporting date in 2025 resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value. Potential impairment indicators considered include the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting units; performance of the Company’s stock and other relevant events. As of December 31, 2025, the Company identified no indicators of goodwill impairment subsequent to its analysis as of October 1, 2025 within the community banking, specialty finance or wealth management reporting units and the Company determined it was more likely than not that the fair value of all reporting units exceeded the respective carrying value of such reporting unit.

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A summary of acquisition-related intangible assets as of the dates shown and the expected amortization of finite-lived acquisition-related intangible assets as of December 31, 2025 is as follows:

  December 31,
(In thousands)
2025 2024
Community banking segment:
Core deposit intangibles with finite lives:
Gross carrying amount $ 158,106   $ 158,106  
Accumulated amortization ( 76,861 ) ( 56,784 )
Net carrying amount $ 81,245   $ 101,322  
Trademark with indefinite lives:
Carrying amount 11,500   13,800  
Total net carrying amount $ 92,745   $ 115,122  
Specialty finance segment:
Customer list intangibles with finite lives:
Gross carrying amount $ 1,961   $ 1,959  
Accumulated amortization ( 1,932 ) ( 1,881 )
Net carrying amount $ 29   $ 78  
Wealth management segment:
Customer list and other intangibles with finite lives:
Gross carrying amount $ 26,630   $ 26,630  
Accumulated amortization ( 21,405 ) ( 20,140 )
Net carrying amount $ 5,225   $ 6,490  
Total acquisition-related intangible assets:
Gross carrying amount $ 198,197   $ 200,495  
Accumulated amortization ( 100,198 ) ( 78,805 )
Total acquisition-related intangible assets, net $ 97,999   $ 121,690  

Estimated amortization for the year-ended:    

2026 $ 18,823  
2027 16,340  
2028 13,908  
2029 11,536  
2030 9,491  

The core deposit intangibles recognized in connection with the Company’s bank acquisitions are amortized over a ten-year period on an accelerated basis. The customer list intangibles recognized in connection with the purchase of life insurance premium finance assets in 2009 are being amortized over an 18-year period on an accelerated basis. The customer list and other intangibles recognized in connection with prior acquisitions within the wealth management segment are being amortized over a period of up to ten-years on a straight-line or accelerated basis. Indefinite-lived intangible assets consist of certain trade and domain names recognized in connection with prior acquisitions. As indefinite-lived intangible assets are not amortized, the Company assesses impairment on at least an annual basis. As part of this assessment, an impairment of $ 2.3 million was recognized on certain indefinite-lived trademarks regarding the Veteran’s First trade name primarily due to a decrease in estimated future revenue projections.

Total amortization expense associated with finite-lived intangibles in 2025, 2024 and 2023 was $ 21.4 million, $ 12.1 million and $ 5.5 million, respectively.

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(9) Premises, Software and Equipment, Net

A summary of premises, software and equipment at December 31, 2025 and 2024 is as follows:

  December 31,
(In thousands)
2025 2024
Land $ 184,954   $ 184,318  
Buildings and leasehold improvements 728,665   703,798  
Furniture, equipment and computer software 409,087   383,056  
Construction in progress 10,182   15,702  
$ 1,332,888   $ 1,286,874  
Less: Accumulated depreciation and amortization 551,277   507,744  
Total premises, software, and equipment, net $ 781,611   $ 779,130  

Depreciation and amortization expense related to premises, software and equipment totaled $ 66.9  million in 2025, $ 61.4  million in 2024 and $ 56.9  million in 2023.

(10) Deposits

The following is a summary of deposits at December 31, 2025 and 2024:

(Dollars in thousands)
2025 2024
Balance:
Non-interest bearing $ 11,423,701   $ 11,410,018  
NOW and interest-bearing demand deposits 6,233,753   5,865,546  
Wealth management deposits 1,907,647   1,469,064  
Money market 21,368,924   17,975,191  
Savings 6,905,216   6,372,499  
Time certificates of deposit 9,877,950   9,420,031  
Total deposits
$ 57,717,191   $ 52,512,349  
Mix:
Non-interest bearing 20   % 22   %
NOW and interest-bearing demand deposits 11   11  
Wealth management deposits 3   3  
Money market 37   34  
Savings 12   12  
Time certificates of deposit 17   18  
Total deposits
100   % 100   %

Wealth management deposits represent deposit balances (primarily money market accounts) at the Company’s subsidiary banks from brokerage customers of Wintrust Investments, CDEC and trust and asset management customers of the Company.

The scheduled maturities of time certificates of deposit at December 31, 2025 and 2024 are as follows:

(In thousands)
2025 2024
Due within one year $ 9,443,038   $ 9,061,295  
Due in one to two years 361,555   281,239  
Due in two to three years 56,526   53,009  
Due in three to four years 11,296   14,316  
Due in four to five years 5,351   10,104  
Due after five years 184   68  
Total time certificate of deposits
$ 9,877,950   $ 9,420,031  

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The following table sets forth the scheduled maturities of uninsured time deposits, specifically the portion of time deposit balances in excess of the FDIC insurance limit of $250,000, at December 31, 2025 and 2024:

(In thousands)
2025 2024
Maturing within three months $ 732,812   $ 774,312  
After three but within six months 721,352   926,997  
After six but within 12 months 711,506   490,231  
After 12 months 67,584   54,691  
Total
$ 2,233,254   $ 2,246,231  

Time deposits in denominations of $250,000 or more were $ 4.0 billion and $ 3.9 billion at December 31, 2025 and 2024, respectively.

(11) Federal Home Loan Bank Advances

A summary of the outstanding FHLB advances at December 31, 2025 and 2024, is as follows:

(In thousands)
2025 2024
0.00 % advance due April 2026
$ 629   $ 629  
0.00 % advance due January 2029
680   680  
3.70 % advance due July 2030
150,000   150,000  
2.81 % advance due September 2032
500,000   500,000  
3.08 % advance due September 2032
500,000   500,000  
3.10 % advance due December 2032
200,000   —  
2.95 % advance due May 2033
250,000   250,000  
3.72 % advance due July 2033
150,000   150,000  
3.43 % advance due January 2034
175,000   175,000  
3.19 % advance due January 2034
175,000   175,000  
3.45 % advance due April 2034
250,000   250,000  
3.44 % advance due April 2034
250,000   250,000  
3.33 % advance due May 2034
250,000   250,000  
3.29 % advance due June 2034
250,000   250,000  
3.38 % advance due June 2034
250,000   250,000  
2.84 % advance due December 2035
100,000   —  
Total FHLB advances $ 3,451,309   $ 3,151,309  

FHLB advances consist of obligations of the banks and are collateralized by qualifying commercial and residential real estate and home equity loans and certain securities. The banks have arrangements with the FHLB whereby, based on available collateral, they could have borrowed an additional $ 6.1  billion at December 31, 2025.

FHLB advances are stated at par value of the debt adjusted for unamortized prepayment fees paid at the time of prior restructurings of FHLB advances and unamortized fair value adjustments recorded in connection with advances acquired through acquisitions and debt issuance costs. Unamortized prepayment fees are amortized as an adjustment to interest expense using the effective interest method.

Approximately $ 3.1  billion of the FHLB advances outstanding at December 31, 2025 currently have varying put or call dates over the next 12 months. At December 31, 2025, the weighted average contractual interest rate on FHLB advances was 3.21 %.

(12) Subordinated Notes

At December 31, 2025, the Company had outstanding subordinated notes totaling $ 298.6 million compared to $ 298.3 million at December 31, 2024. In 2019, the Company issued $ 300.0 million of subordinated notes receiving $ 296.7 million in proceeds, net of underwriting discount. The notes have a stated interest rate of 4.85 % and mature in June 2029. In the second quarter of 2024, the Company repaid the $ 140.0  million of subordinated notes issued in 2014. The notes had a stated interest rate of 5.00 % and matured in June 2024. Subordinated notes are stated at par adjusted for unamortized issuance costs paid related to such debt.

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In connection with the issuance of subordinated notes in 2019 and 2014, the Company incurred costs totaling $ 3.3 million and $ 1.3 million, respectively. These costs are a direct deduction from the carrying amount of the subordinated notes and are amortized to interest expense using the effective interest method. At December 31, 2025, the unamortized balances of costs for both issuances were approximately $ 1.4 million. These subordinated notes qualify as Tier II capital under the regulatory capital requirements, subject to restrictions.

(13) Other Borrowings

The following is a summary of other borrowings at December 31, 2025 and 2024:

(In thousands)
2025 2024
Notes payable $ —   $ 142,763  

Secured Borrowings 422,107   334,934  
Other 55,859   57,106  
Total other borrowings $ 477,966   $ 534,803  

Notes Payable

On December 12, 2022, the Company entered into a credit agreement (as amended, the “Amended and Restated Credit Agreement”) with certain unaffiliated banks. The Credit Agreement consists of a $ 200.0  million term loan facility and a $ 100.0  million revolving credit facility. The term loan facility was paid in full in December 2025.

The Amended and Restated Credit Agreement provides for, among other things, a maturity date for the revolving credit facility of December 3, 2026. The Amended and Restated Credit Agreement also provides for certain financial covenants that must be met by the Company for so long as any amounts or commitments under the Amended and Restated Credit Agreement are still outstanding.

Borrowings under the Amended and Restated Credit Agreement that are considered “Base Rate Loans” bear interest at a rate equal to the sum of (1) 75 basis points plus (2) the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points, and (c) Term SOFR for a one-month tenor in effect on such day plus 110 basis points. Borrowings under the Amended and Restated Credit Agreement that are considered “Term SOFR Loans” bear interest at a rate equal to the sum of (1) 160 basis points plus (2) Term SOFR for the applicable interested period. A commitment fee is payable quarterly in arrears in an amount equal to 0.25 % of the actual daily amount by which the lenders’ commitments under the revolving credit facility exceeded the amount outstanding under such facility. The Company is required to make monthly or quarterly (as applicable) payments of interest in respect of loans under the Amended and Restated Credit Agreement.

Borrowings under the Amended and Restated Credit Agreement are secured by pledges of and first priority perfected security interests in the Company’s equity interest in its bank subsidiaries and contain several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and other indebtedness. As of December 31, 2025, the Company was in compliance with all such covenants. The revolving credit facility under the Amended and Restated Credit Agreement is available to be utilized, as needed, to provide capital to fund continued growth at the Company’s banks and to serve as an interim source of funds for acquisitions, common stock repurchases or other general corporate purposes.

The term debt facility is stated at par of the current outstanding balance of the debt adjusted for unamortized costs paid by the Company in relation to the debt issuance. Unamortized costs paid by the Company in relation to the issuance of the revolving credit facility are classified in other assets on the Consolidated Statements of Condition.
As of December 31, 2025, there was no outstanding principal balance under the term loan facility and no outstanding principal balance under the revolving credit facility.
Secured Borrowings
Secured borrowings primarily represent transactions to sell an undivided co-ownership interest in all receivables owed to the Company’s subsidiary, First Insurance Funding of Canada (“FIFC Canada”). In December 2014, FIFC Canada sold such interest to an unrelated third party in exchange for a cash payment of approximately C$ 150 million pursuant to a receivables purchase agreement (“Receivables Purchase Agreement”). Amendments to the Receivables Purchase Agreement since issuance increased the total payments to C$ 580  million, extended the maturity date to December 15, 2026. Additionally, since Canadian Dollar Offered Rate (“CDOR”) ceased being used in Canada in June 2024, references to CDOR changed to the Benchmark rate.

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These transactions were not considered sales of receivables and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the unrelated third party, net of unamortized debt issuance costs, and translated to the Company’s reporting currency as of the respective date. At December 31, 2025, the translated balance of the secured borrowing totaled $ 408.0 million compared to $ 323.2 million at December 31, 2024. The interest rate under the Receivables Purchase Agreement is the Canadian Commercial Paper Rate plus 0.775 %.

The remaining $ 14.1 million and $ 11.7 million within secured borrowings at December 31, 2025 and 2024 represents other sold interests in certain loans by the Company that were not considered sales and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the various unrelated third parties.

Other Borrowings

Other borrowings represent a promissory note (“Promissory Note”) issued by the Company in June 2017. Amendments to the Promissory Note since issuance increased the principal amount to $ 66.4  million, reduced the interest rate to a floating rate equal to 1-month CME Term SOFR plus a spread of 1.40 % and extended the maturity date to March 31, 2028. The Promissory Note relates to and is secured by three office buildings owned by the Company. At December 31, 2025, the Promissory Note had a balance of $ 55.9 million compared to $ 57.1 million at December 31, 2024. Under the Promissory Note, during the twelve months ended December 31, 2025, the Company made monthly principal and interest payments. The Promissory Note contains several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and indebtedness. At December 31, 2025, the Company was in compliance with all such covenants.

(14) Junior Subordinated Debentures

As of December 31, 2025, the Company owned 100 % of the common securities of eleven trusts, Wintrust Capital Trust III, Wintrust Statutory Trust IV, Wintrust Statutory Trust V, Wintrust Capital Trust VII, Wintrust Capital Trust VIII, Wintrust Capital Trust IX, Northview Capital Trust I, Town Bankshares Capital Trust I, First Northwest Capital Trust I, Suburban Illinois Capital Trust II, and Community Financial Shares Statutory Trust II (the “Trusts”) set up to provide long-term financing. The Northview, Town, First Northwest, Suburban and Community Financial Shares capital trusts were acquired as part of the acquisitions of Northview Financial Corporation, Town Bankshares, Ltd., First Northwest Bancorp, Inc., Suburban Illinois Bancorp, Inc. and Community Financial Shares, Inc., respectively. The Trusts were formed for purposes of issuing trust preferred securities to third-party investors and investing the proceeds from the issuance of the trust preferred securities and common securities solely in junior subordinated debentures issued by the Company (or assumed by the Company in connection with an acquisition), with the same maturities and interest rates as the trust preferred securities. The junior subordinated debentures are the sole assets of the Trusts. In each Trust, the common securities represent approximately 3 % of the junior subordinated debentures and the trust preferred securities represent approximately 97 % of the junior subordinated debentures.

The Trusts are reported in the Company’s consolidated financial statements as unconsolidated subsidiaries. Accordingly, in the Consolidated Statements of Condition, the junior subordinated debentures issued by the Company to the Trusts are reported as liabilities and the common securities of the Trusts, all of which are owned by the Company, are included in investment securities.

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The following table provides a summary of the Company’s junior subordinated debentures as of December 31, 2025 and 2024. The junior subordinated debentures represent the par value of the obligations owed to the Trusts.

  Common Securities Trust Preferred Securities Junior
Subordinated
Debentures Rate Structure (1)
Contractual rate at 12/31/2025
Maturity Date Earliest Redemption Date
(Dollars in thousands)
2025 2024 Issue Date
Wintrust Capital Trust III $ 774   $ 25,000   $ 25,774   $ 25,774   S+ 0.26161 + 3.25
7.42   % 04/2003 04/2033 04/2008
Wintrust Statutory Trust IV 619   20,000   20,619   20,619   S+ 0.26161 + 2.80
6.73   12/2003 12/2033 12/2008
Wintrust Statutory Trust V 1,238   40,000   41,238   41,238   S+ 0.26161 + 2.60
6.53   05/2004 05/2034 06/2009
Wintrust Capital Trust VII 1,550   50,000   51,550   51,550   S+ 0.26161 + 1.95
5.93   12/2004 03/2035 03/2010
Wintrust Capital Trust VIII 1,238   25,000   26,238   26,238   S+ 0.26161 + 1.45
5.38   08/2005 09/2035 09/2010
Wintrust Capital Trust IX 1,547   50,000   51,547   51,547   S+ 0.26161 + 1.63
5.61   09/2006 09/2036 09/2011
Northview Capital Trust I 186   6,000   6,186   6,186   S+ 0.26161 + 3.00
7.12   08/2003 11/2033 08/2008
Town Bankshares Capital Trust I 186   6,000   6,186   6,186   S+ 0.26161 + 3.00
7.12   08/2003 11/2033 08/2008
First Northwest Capital Trust I 155   5,000   5,155   5,155   S+ 0.26161 + 3.00
6.93   05/2004 05/2034 05/2009
Suburban Illinois Capital Trust II 464   15,000   15,464   15,464   S+ 0.26161 + 1.75
5.73   12/2006 12/2036 12/2011
Community Financial Shares Statutory Trust II 109   3,500   3,609   3,609   S+ 0.26161 + 1.62
5.60   06/2007 09/2037 06/2012
Total     $ 253,566   $ 253,566     6.19   %      

(1) The interest rates on the variable rate junior subordinated debentures are based on the three-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) and reset on a quarterly basis.

At December 31, 2025, the weighted average contractual interest rate on the junior subordinated debentures was 6.19 %. Distributions on the common and preferred securities issued by the Trusts are payable quarterly at a rate per annum equal to the interest rates being earned by the Trusts on the junior subordinated debentures. Interest expense on the junior subordinated debentures is deductible for income tax purposes.

Under AIRLA and Part 253 of Regulation ZZ (Rule 253), after June 30, 2023, the interest rate on the junior subordinated debentures, by operation of law, changed their base rate from USD LIBOR to CME Term SOFR of the same tenor, plus an applicable tenor spread adjustment. CME Term SOFR is an indicative, forward-looking measurement of daily overnight SOFR. CME Term SOFR is published by CME Group Inc., as administrator of that rate. The calculation agent for any series of the junior subordinated debentures may also make additional administrative conforming changes to the terms of that series of the junior subordinated debentures under AIRLA and Rule 253.

The Company has guaranteed the payment of distributions and payments upon liquidation or redemption of the trust preferred securities, in each case to the extent of funds held by the Trusts. The Company and the Trusts believe that, taken together, the obligations of the Company under the guarantees, the junior subordinated debentures, and other related agreements provide, in the aggregate, a full, irrevocable and unconditional guarantee, on a subordinated basis, of all of the obligations of the Trusts under the trust preferred securities. Subject to certain limitations, the Company has the right to defer the payment of interest on the junior subordinated debentures at any time, or from time to time, for a period not to exceed 20 consecutive quarters. The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at maturity or their earlier redemption. The junior subordinated debentures are redeemable in whole or in part prior to maturity at any time after the earliest redemption dates shown in the table, and earlier at the discretion of the Company if certain conditions are met, and, in any event, only after the Company has obtained FRB approval, if then required under applicable guidelines or regulations.

At December 31, 2025, the Company included $ 245.5 million of the junior subordinated debentures, net of common securities, in Tier 2 regulatory capital.

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(15) Revenue from Contracts with Customers

Disaggregation of Revenue

The following table presents revenue from contracts with customers, disaggregated by the revenue source:

(Dollars in thousands) Years Ended
Revenue from contracts with customers Location in income statement December 31,
2025 December 31,
2024 December 31,
2023
Brokerage and insurance product commissions Wealth management $ 18,779   $ 22,611   $ 18,645  
Trust Wealth management 29,061   25,941   24,190  
Asset management Wealth management 99,576   97,675   87,772  
Total wealth management 147,416   146,227   130,607  
Mortgage broker fees Mortgage banking 2,759   1,925   844  
Service charges on deposit accounts Service charges on deposit accounts 79,091   65,651   55,250  
Administrative services Other non-interest income 5,300   5,336   5,599  
Card related fees Other non-interest income 15,973   17,829   13,789  
Other deposit related fees Other non-interest income 15,096   13,774   14,354  
Total revenue from contracts with customers $ 265,635   $ 250,742   $ 220,443  

Wealth Management Revenue

Wealth management revenue is comprised of brokerage and insurance product commissions, managed money fees and trust and asset management revenue of the Company's four wealth management subsidiaries: Wintrust Investments, GLA, WPT and CDEC. All wealth management revenue is recognized in the wealth management segment.

Brokerage and insurance product commissions consists primarily of commissions earned from trade execution services on behalf of customers and from selling mutual funds, insurance and other investment products to customers. For trade execution services, the Company recognizes commissions and receives payment from the brokerage customers at the point of transaction execution. Commissions received from the investment or insurance product providers are recognized at the point of sale of the product. The Company also receives trail and other commissions from providers for certain plans. These are generally based on qualifying account values and are recognized once the performance obligation, specific to each provider, is satisfied on a monthly, quarterly or annual basis.

Trust revenue is earned primarily from trust and custody services that are generally performed over time as well as fees earned on funds held during the facilitation of tax-deferred like-kind exchange transactions. Revenue is determined periodically based on a schedule of fees applied to the value of each customer account using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Fees are typically billed on a calendar month or quarter basis in advance or in arrears depending upon the contract. Upfront fees received related to the facilitation of tax-deferred like-kind exchange transactions are deferred until the transaction is completed. Additional fees earned for certain extraordinary services performed on behalf of the customers are recognized when the service has been performed.

Asset management revenue is earned from money management and advisory services that are performed over time. Revenue is based primarily on the market value of assets under management or administration using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Fees are typically billed on a calendar month or quarter basis in advance or in arrears depending upon the contract. Certain programs provide the customer with an option of paying fees as a percentage of the account value or incurring commission charges for each trade similar to brokerage and insurance product commissions. Trade commissions and any other fees received for additional services are recognized at a point in time once the performance obligation is satisfied.

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Mortgage Broker Fees

For customers desiring a mortgage product not currently offered by the Company, the Company may refer such customers and, with permission, direct such customers' applications to certain third party mortgage brokers. Mortgage broker fees are received from these brokers for such customer referrals upon settlement of the underlying mortgage. The Company's entitlement to the consideration is contingent on the settlement of the mortgage which is highly susceptible to factors outside of the Company's influence, such as the third party broker's underwriting requirements. Also, the uncertainty surrounding the consideration could be resolved in varying lengths of time, dependent upon the third party brokers. Therefore, mortgage broker fees are recognized at the settlement of the underlying mortgage when the consideration is received. Broker fees are recognized in the community banking segment.

Service Charges on Deposit Accounts

Service charges on deposit accounts include fees charged to deposit customers for various services, including account analysis services, and are based on factors such as the size and type of customer, type of product and number of transactions. The fees are based on a standard schedule of fees and, depending on the nature of the service performed, the service is performed at a point in time or over a period of a month. When the service is performed at a point in time, the Company recognizes and receives revenue when the service has been performed. When the service is performed over a period of a month, the Company recognizes and receives revenue in the month the service has been performed. Service charges on deposit accounts are recognized in the community banking segment.

Administrative Services

Administrative services revenue is earned from providing outsourced administrative services, such as data processing of payrolls, billing and cash management services, to temporary staffing service clients located throughout the United States. Fees are charged periodically (typically a payroll cycle) and computed in accordance with the contractually determined rate applied to the total gross billings administered for the period. The revenue is recognized over the period using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Other fees are charged on a per occurrence basis as the service is provided in the billing cycle. The Company has certain contracts with customers to perform outsourced administrative services and short-term accounts receivable financing. For these contracts, the total fee is allocated between the administrative services revenue and interest income during the client onboarding process based on the specific client and services provided. Administrative services revenue is recognized in the specialty finance segment.

Card and Deposit Related Fees

Card related fees include interchange and merchant revenue, and fees related to debit and credit cards. Interchange revenue is related to the Company issued debit cards. Other deposit related fees primarily include pay by phone processing fees, ATM and safe deposit box fees, check order charges and foreign currency related fees. Card and deposit related fees are generally based on volume of transactions and are recognized at the point in time when the service has been performed. For any consideration that is constrained, the revenue is recognized once the uncertainty is known. Upfront fees received from certain contracts are recognized on a straight line basis over the term of the contract. Card and deposit related fees are recognized in the community banking segment.

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Contract Balances

The following table provides information about contract assets, contract liabilities and receivables from contracts with customers:

(Dollars in thousands) December 31,
2025 December 31,
2024
Contract assets $ —   $ —  

Contract liabilities $ 2,635   $ 1,329  

Mortgage broker fees receivable $ 137   $ 101  
Administrative services receivable 152   213  
Wealth management receivable 13,158   12,130  
Card related fees receivable 1,103   1,026  
Total receivables from contracts with customer $ 14,550   $ 13,470  

Contract liabilities represent upfront fees that the Company received at inception of certain contracts. The revenue recognized that was included in the contract liability balance at beginning of the period totaled $ 551,000 and $ 565,000 for the years ended December 31, 2025 and 2024, respectively. Receivables are recognized in the period the Company provides services when the Company's right to consideration is unconditional. Card related fee receivable is the result of volume based fee that the Company receives from a customer on an annual basis in the second quarter of each year. Payment terms on other invoiced amounts are typically 30 days or less. Contract liabilities and receivables from contracts with customers are included within the accrued interest payable and other liabilities and accrued interest receivable and other assets line items, respectively, in the Consolidated Statements of Condition.

Transaction price allocated to the remaining performance obligations

For contracts with an original expected length of more than one year, the following table presents the estimated future timing of recognition of upfront fees related to card and deposit related fees. These upfront fees represent performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

(Dollars in thousands)
Estimated—2026 $ 889  
Estimated—2027 471  
Estimated—2028 471  
Estimated—2029 471  
Estimated—2030+ 333  
Total $ 2,635  

Practical Expedients and Exemptions

The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised service to a customer and when the customer pays for that services is one year or less.

The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

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(16) Lease Commitments

The following tables provide a summary of lease costs, weighted average remaining lease term and discount rate and future required fixed payments related to the Company’s leasing arrangements in which it is the lessee:

Year Ended
(In thousands)
December 31,
2025 December 31,
2024 December 31,
2023
Operating lease cost $ 25,277   $ 23,446   $ 22,337  
Finance lease cost:
Amortization of right-of-use asset 249   249   219  
Interest on lease liability 365   366   290  
Short-term lease cost 143   111   41  
Variable lease cost 3,640   2,865   2,391  
Sublease income —   ( 80 ) ( 70 )
Total lease cost $ 29,674   $ 26,957   $ 25,208  

Year Ended
(In thousands) December 31,
2025 December 31,
2024
Cash paid for amounts included in the measurement of operating lease liabilities $ 25,584   $ 24,940  
Cash paid for amounts included in the measurement of finance lease liabilities 429   349  
Right-of-use asset obtained in exchange for new operating lease liabilities 11,230   9,538  
Right-of-use asset obtained in exchange for new finance lease liabilities —   1,222  
Weighted average remaining lease term - operating leases 9.43 years 9.87 years
Weighted average remaining lease term - finance leases 34.89 36.49
Weighted average discount rate - operating leases 4.43   % 4.30   %
Weighted average discount rate - finance leases 3.93   3.93  

(In thousands)
Payments

2026 $ 24,679  
2027 23,896  
2028 21,925  
2029 19,734  
2030 13,686  
2031 and thereafter 92,705  
Total minimum future amounts $ 196,625  
Impact of measuring the lease liability on a discounted basis ( 53,888 )
Total lease liability $ 142,737  

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In addition to the lessee arrangements discussed above, the Company also leases certain owned premises and receives rental income from such lessor agreements. Gross rental income related to the Company’s buildings totaled $ 5.9 million, $ 5.8 million and $ 6.3 million, in 2025, 2024 and 2023, respectively. The approximate annual gross rental receipts under noncancelable agreements with remaining terms in excess of one year as of December 31, 2025, are as follows (in thousands):
 
Receipts
2026 $ 3,416  
2027 2,791  
2028 1,672  
2029 1,152  
2030 690  
2031 and thereafter 3,367  
Total minimum future amounts $ 13,088  

(17) Income Taxes

Income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 is summarized as follows:

  Years Ended December 31,
(In thousands)
2025 2024 2023
Current income taxes:
Federal $ 174,157   $ 178,075   $ 165,518  
State 67,604   52,882   62,948  
Foreign 7,961   10,076   13,696  
Total current income taxes $ 249,722   $ 241,033   $ 242,162  
Deferred income taxes:
Federal $ 43,997   $ 2,914   $ ( 8,245 )
State 942   7,927   ( 9,750 )
Foreign ( 98 ) 170   ( 1,712 )
Total deferred income taxes $ 44,841   $ 11,011   $ ( 19,707 )
Total income tax expense $ 294,563   $ 252,044   $ 222,455  

The Company’s income before income taxes in 2025, 2024 and 2023 includes $ 19.4 million, $ 27.3 million and $ 42.5 million, respectively, of foreign income attributable to its Canadian subsidiary.

The tax effects of certain transactions are recorded directly to shareholders’ equity rather than income tax expense. The tax effect of fair value adjustments on securities available-for-sale and derivative instruments in cash flow hedges are recorded directly to shareholders’ equity as part of other comprehensive income (loss) and are reflected on the Consolidated Statements of Comprehensive Income. The tax effect of unrealized gains and losses on certain foreign currency transactions is also recorded in shareholders’ equity as part of other comprehensive income (loss).

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A reconciliation of the differences between taxes computed using the statutory Federal income tax rate and actual income tax expense is as follows:

  Years Ended December 31,
(Dollars in thousands)
2025 2024 2023
Amount % Amount % Amount %
Income tax expense using the statutory Federal income tax rate of 21% on income before taxes $ 234,866   21.0   % $ 198,889   21.0   % $ 177,467   21.0   %
Increase (decrease) from:
State taxes, net of federal tax benefit (1)
54,151   4.8 48,039   5.1 42,027   5.0
Nontaxable and nondeductible items, net:
Tax-exempt interest, net of interest expense disallowance ( 5,266 ) ( 0.5 ) ( 5,338 ) ( 0.6 ) ( 5,348 ) ( 0.6 )
Income earned on bank owned life insurance ( 1,304 ) ( 0.1 ) ( 1,139 ) ( 0.1 ) ( 1,013 ) ( 0.1 )
Excess tax benefits on share based compensation ( 3,179 ) ( 0.3 ) ( 3,621 ) ( 0.4 ) ( 2,314 ) ( 0.3 )
Meals, entertainment and related expenses 2,900   0.3 2,823   0.3 2,439   0.3
FDIC insurance expense 9,319   0.8 8,602   0.9 7,713   0.9
Non-deductible compensation expense 2,822   0.2 2,587   0.3 2,147   0.3
Tax benefits related to tax credits, net ( 5,820 ) ( 0.5 ) ( 4,636 ) ( 0.5 ) ( 3,950 ) ( 0.5 )
Foreign tax effects 5,333   0.5 6,187   0.7 3,378   0.4

Other, net 741   0.1 ( 349 ) ( 0.1 ) ( 91 ) ( 0.1 )
Income tax expense $ 294,563   26.3   % $ 252,044   26.6   % $ 222,455   26.3   %

(1) State taxes in Illinois made up the majority (greater than 50 percent) of the tax effect in this category.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows:

(In thousands)
2025 2024
Deferred tax assets:
Allowance for credit losses $ 119,728   $ 113,648  
Net unrealized losses on securities included in other comprehensive income 103,838   151,886  
Right-of-use liability 36,989   39,691  
Deferred compensation 36,670   34,850  
Stock-based compensation 15,571   14,741  
Loans 8,625   12,104  
Net unrealized losses on derivatives included in other comprehensive income —   4,032  
Federal net operating loss carryforward 402   549  

Other 14,605   8,017  
Total gross deferred tax assets 336,428   379,518  
Deferred tax liabilities:
Equipment Leasing 219,927   165,363  
Capitalized servicing rights 50,363   52,298  
Goodwill and intangible assets 39,829   42,733  
Premises and equipment 35,378   38,554  

Right-of-use asset 30,680   32,651  
Net unrealized gains on derivatives included in other comprehensive income 17,449   —  
Deferred loan fees and costs 10,264   7,889  

Other 3,076   2,660  
Total gross deferred tax liabilities 406,966   342,148  
Net deferred tax (liabilities) assets $ ( 70,538 ) $ 37,370  

Management has determined that a valuation allowance is not required for the deferred tax assets at December 31, 2025 because it is more likely than not that these assets could be realized through future reversals of existing taxable temporary differences, tax planning strategies and future taxable income. This conclusion is based on the Company’s historical earnings, its current level of earnings and prospects for continued growth and profitability.

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The Company has Federal net operating loss (“NOL”) carryforwards of $ 1.9 million that begin to expire in 2029 through 2035 and are subject to IRC Section 382 annual limitation. The NOL carryforwards were a result of acquisitions.
The Company accounts for uncertainties in income taxes in accordance with ASC 740, “Income Taxes.” At December 31, 2025, 2024, and 2023, the Company had no unrecognized tax benefits related to uncertain tax positions that, if recognized, would impact the effective tax rate. If the Company were to record interest or penalties associated with uncertain tax positions, the interest or penalties would be included in income tax expense.

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in numerous state jurisdictions and in Canada. In the ordinary course of business, we are routinely subject to audit by the taxing authorities of these jurisdictions. Currently, the Company’s U.S. federal income tax returns are open and subject to audit for the 2022 tax return year forward, and in general, the Company’s state income tax returns are open and subject to audit from the 2022 tax return year forward, subject to individual state statutes of limitation. The Company has extended the statute of limitations on certain state income tax returns for tax years 2017 through 2021 due to an ongoing audit. The Company’s Canadian subsidiary’s Canadian income tax returns are also subject to audit for the 2022 tax return year forward.

The income taxes paid by the Company for the years ended December 31, 2025, 2024 and 2023 is summarized as follows:

Years Ended December 31,
(In thousands) 2025 2024 2023
Federal $ 148,000   $ 173,000   $ 165,873  
State and Local:
Illinois 33,378   30,502   38,002  
All Other States 33,119   25,373   26,469  

Foreign 7,915   23,976   1,309  
Total $ 222,412   $ 252,851   $ 231,653  

(18) Stock Compensation Plans and Other Employee Benefit Plans

Stock Incentive Plan

In May 2025, the Company’s shareholders approved the 2025 Stock Incentive Plan (“the 2025 Plan”) which provides for the issuance of up to 1,825,000 shares of common stock plus any shares of common stock that were available for awards under the 2022 Stock Incentive Plan (“the 2022 Plan”) as of the effective date of the 2025 Plan. The 2025 Plan replaced the 2022 Plan, and similarly, the 2022 Plan replaced the 2015 Stock Incentive Plan (“the 2015 Plan”) and the 2015 Plan replaced the 2007 Stock Incentive Plan (“the 2007 Plan”) and the 2007 Plan replaced the 1997 Stock Incentive Plan (“the 1997 Plan”). The 2025 Plan, 2022 Plan, 2015 Plan, 2007 Plan and the 1997 Plan are collectively referred to as “the Plans.” The 2025 Plan has substantially similar terms to the predecessor plans. Awards granted under the Plans for which common shares are not issued by reason of cancellation, forfeiture, lapse of such award or settlement of such award in cash, are again available under the 2025 Plan. All grants made after the approval of the 2025 Plan are made pursuant to the 2025 Plan. As of December 31, 2025, approximately 2,185,493 shares were available for future grants assuming the maximum number of shares are issued for the performance awards outstanding. The Plans cover substantially all employees of Wintrust. The Compensation Committee of the Board of Directors administers all stock-based compensation programs and authorizes all awards granted pursuant to the Plans.

The Plans permit the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, restricted share or unit awards, performance awards and other incentive awards valued in whole or in part by reference to the Company’s common stock, all on a stand-alone, combination or tandem basis. The Company historically awarded stock-based compensation in the form of time-vested non-qualified stock options and time-vested restricted share unit awards (“restricted shares”). The grants of options provide for the purchase of shares of the Company’s common stock at the fair market value of the stock on the date the options are granted. Stock options generally vest ratably over periods of three to five years and have a maximum term of ten years from the date of grant. Restricted shares entitle the holders to receive, at no cost, shares of the Company’s common stock. Restricted shares generally vest over periods of one to five years from the date of grant.

Beginning in 2011, the Company has awarded annual grants under the Long-Term Incentive Program (“LTIP”), which is administered under the Plans. The LTIP is designed in part to align the interests of management with interests of shareholders, foster retention, create a long-term focus based on sustainable results and provide participants a target long-term incentive opportunity. LTIP grants in 2025, 2024, and 2023 consisted of a combination of performance-based stock awards with a

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performance condition metric, performance-based stock awards with a market condition metric and time-vested restricted shares. Performance-based stock awards granted under the LTIP are contingent upon the achievement of pre-established long-term performance goals set in advance by the Compensation Committee over a three-year period starting at the beginning of each calendar year. Performance-based stock awards with a market condition metric are contingent on the total shareholder return performance over a three-year period relative to the KBW Regional Bank Index. These performance awards are granted at a target level, and based on the Company’s achievement of the pre-established long-term goals, the actual payouts can range from 0 % to a maximum of 150 % of the target award. The awards typically vest in the quarter after the end of the performance period upon certification of the payout by the Compensation Committee of the Board of Directors. Holders of performance-based stock awards are entitled to receive, at no cost, the shares earned based on the achievement of the pre-established long-term goals.

Holders of restricted share awards and performance-based stock awards received under the Plans are not entitled to vote or receive cash dividends (or cash payments equal to the cash dividends) on the underlying common shares until the awards are vested and shares are issued. Shares that are vested but are not issuable pursuant to deferred compensation arrangements accrue additional shares based on the value of dividends otherwise paid. Except in limited circumstances, awards granted pursuant to the Plans are canceled upon termination of employment without any payment of consideration by the Company.

Stock-based compensation is measured as the fair value of an award on the date of grant, and the measured cost is recognized over the period which the recipient is required to provide service in exchange for the award. The fair value of restricted share and performance-based stock awards with a performance metric is determined based on the average of the high and low trading prices on the grant date. The fair value of performance stock awards with a market condition metric is determined using a Monte Carlo simulation model and the fair value of stock options is estimated using a Black-Scholes option-pricing model. The Monte Carlo simulation model and the Black-Scholes option-pricing model require the input of highly subjective assumptions and are sensitive to changes in the award’s expected life and the price volatility of the underlying stock, which can materially affect the fair value estimates. Management periodically reviews and adjusts the assumptions used to calculate the fair value of such awards when granted. No options have been granted since 2016.

Stock-based compensation is recognized based on the number of awards that are ultimately expected to vest, taking into account expected forfeitures. In addition, for performance-based awards with a performance metric, an estimate is made of the number of shares expected to vest as a result of actual performance against the performance criteria in the award to determine the amount of compensation expense to recognize. The estimate is re-evaluated quarterly and total compensation expense is adjusted for any change in estimate in the current period.

Stock-based compensation expense recognized in the Consolidated Statements of Income was $ 42.0 million, $ 38.9 million and $ 33.5 million and the related tax benefits were $ 9.1 million, $ 8.3 million and $ 7.4 million in 2025, 2024 and 2023, respectively.

A summary of the Plans’ stock option activity for the years ended December 31, 2025, 2024 and 2023 is as follows:

Stock Options Common
Shares Weighted Average
Strike Price Remaining
Contractual Term (1)
Intrinsic Value (2)
($000)

Outstanding at January 1, 2023
68,093   $ 41.14  

Exercised ( 54,993 ) 40.75  

Outstanding at December 31, 2023
13,100   $ 42.76   4.2 $ 655  
Exercisable at December 31, 2023
13,100   $ 42.76   4.2 $ 655  
Outstanding at January 1, 2024
13,100   $ 42.76  

Exercised ( 2,275 ) 38.00  

Outstanding at December 31, 2024
10,825   $ 43.76   3.5 $ 876  
Exercisable at December 31, 2024
10,825   $ 43.76   3.5 $ 876  
Outstanding at January 1, 2025
10,825   $ 43.76  

Exercised ( 5,150 ) 42.61  

Outstanding at December 31, 2025
5,675   $ 44.81   2.7 $ 539  
Exercisable at December 31, 2025
5,675   $ 44.81   2.7 $ 539  
Vested or expected to vest at December 31, 2025
5,675   $ 44.81   2.7 $ 539  

(1) Represents the weighted average contractual remaining life in years.
(2) Aggregate intrinsic value represents the total pretax intrinsic value (i.e., the difference between the Company’s stock price at year end and the option exercise price, multiplied by the number of shares) that would have been received by the option holders if they had exercised their options on the last day of the year. Options with exercise prices above the year end stock price are excluded from the calculation of intrinsic value. The intrinsic value will change based on the fair market value of the Company’s stock.

The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023, was $ 466,598 , $ 179,664 and $ 2.5 million, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled

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$ 90,000 , $ 30,000 and $ 540,000 for 2025, 2024 and 2023, respectively. Cash received from option exercises under the Plans for the years ended December 31, 2025, 2024 and 2023 was $ 220,000 , $ 86,457 and $ 2.2 million, respectively.

A summary of the Plans’ restricted share activity for the years ended December 31, 2025, 2024 and 2023 is as follows:
 

  2025 2024 2023
Restricted Shares Common
Shares Weighted
Average
Grant-Date
Fair Value Common
Shares Weighted
Average
Grant-Date
Fair Value Common
Shares Weighted
Average
Grant-Date
Fair Value
Outstanding at January 1 880,866   $ 90.95   746,123   $ 79.60   610,155   $ 73.21  
Granted 262,521   132.46   407,046   99.89   270,855   88.06  
Vested and issued ( 224,769 ) 94.65   ( 241,415 ) 70.41   ( 121,534 ) 65.90  
Forfeited or canceled ( 30,220 ) 110.10   ( 30,888 ) 95.26   ( 13,353 ) 83.68  
Outstanding at end of year 888,398   $ 101.63   880,866   $ 90.95   746,123   $ 79.60  
Vested, but deferred, at year end 102,218   $ 55.59   100,610   $ 54.46   98,919   $ 53.58  

A summary of the Plans’ performance-based stock award activity, based on the target level of the awards, for the years ended December 31, 2025, 2024 and 2023 is as follows:

  2025 2024 2023
Performance Shares Common
Shares Weighted
Average
Grant-Date
Fair Value Common
Shares Weighted
Average
Grant-Date
Fair Value Common
Shares Weighted
Average
Grant-Date
Fair Value
Outstanding at January 1 454,017   $ 93.57   553,026   $ 79.69   545,379   $ 70.30  
Granted 88,310   134.57   111,469   100.47   189,355   92.36  
Added by performance factor at vesting 75,461   96.51   96,952   58.78   23,925   62.82  
Vested and issued ( 230,957 ) 95.26   ( 295,644 ) 58.69   ( 186,344 ) 62.67  
Forfeited or canceled ( 9,074 ) 105.85   ( 11,786 ) 95.97   ( 19,289 ) 81.84  
Outstanding at end of year 377,757   $ 102.38   454,017   $ 93.57   553,026   $ 79.69  
Vested, but deferred, at year end 13,335   $ 41.21   21,759   $ 44.51   29,020   $ 45.88  

At December 31, 2025, the maximum number of performance-based shares that could be issued on outstanding awards if performance is attained at the maximum amount was approximately 560,000 shares.

The actual tax benefit realized upon the vesting and issuance of restricted shares and performance-based stock is based on the fair value of the shares on the issue date, and the estimated tax benefit of the awards is based on fair value of the awards on the grant date. The actual tax benefit realized upon the vesting and issuance of restricted shares and performance-based stock in 2025 was $ 3.6  million more than the expected tax benefit for those shares; in 2024 the actual tax benefit was $ 4.4 million more than the expected tax benefit for those shares and in 2023 the actual tax benefit was $ 1.8 million more than the expected tax benefit for those shares. These differences in actual and expected tax benefits were recorded to income tax expense.

As of December 31, 2025, there was $ 47.7 million of total unrecognized compensation cost related to non-vested share based arrangements under the Plans. That cost is expected to be recognized over a weighted average period of approximately two years . The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $ 43.7 million, $ 34.7 million and $ 22.1 million, respectively.

The Company issues new shares to satisfy its obligation to issue shares granted pursuant to the Plans.

Cash Incentive and Retention Plan

The Cash Incentive and Retention Plan (“CIRP”) allows the Company to provide cash compensation to the Company’s and its subsidiaries’ officers and employees. The CIRP is administered by the Compensation Committee of the Board of Directors. The CIRP generally provides for the grants of cash awards, which may be earned pursuant to the achievement of performance criteria established by the Compensation Committee and/or continued employment. The performance criteria, if any, established by the Compensation Committee must relate to one or more of the criteria specified in the CIRP, which includes: earnings, earnings growth, revenues, stock price, return on assets, return on equity, improvement of financial ratings, achievement of balance sheet or income statement objectives and expenses. These criteria may relate to the Company, a

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particular line of business or a specific subsidiary of the Company. The Company had no expense related to the CIRP in 2025, 2024 and 2023, and no awards were paid in those years. There were no outstanding awards under this plan at December 31, 2025.

Other Employee Benefits

Wintrust and its subsidiaries also provide 401(k) Retirement Savings Plans (“401(k) Plans”). The 401(k) Plans cover all employees meeting certain eligibility requirements. Contributions by employees are made through salary deferrals at their direction, subject to certain Plan and statutory limitations. Employer contributions to the 401(k) Plans are made at the employer’s discretion. Eligible participants that have contributed to the 401(k) Plans are eligible to share in an allocation of employer contributions. The Company’s expense for the employer contributions to the 401(k) Plans was approximately $ 22.0 million in 2025, $ 19.7 million in 2024, and $ 19.2 million in 2023.

The Wintrust Financial Corporation Employee Stock Purchase Plan (“ESPP”) is designed to encourage greater stock ownership among employees, thereby enhancing employee commitment to the Company. The ESPP gives eligible employees the right to accumulate funds over an offering period to purchase shares of common stock. All shares offered under the ESPP will be either newly issued shares of the Company or shares issued from treasury, if any. In accordance with the ESPP, beginning January 1, 2015, the purchase price of the shares of common stock is equal to 95 % of the closing price of the Company’s common stock on the last day of the offering period. During 2025, 2024 and 2023, 29,708 , 32,942 and 46,034 , shares of common stock, respectively, were purchased by participants and no compensation expense was recorded. The Company plans to continue to offer common stock through this ESPP on an ongoing basis and, in 2021, increased the shares authorized under the ESPP by 200,000 shares. At December 31, 2025, the Company had an obligation to issue 6,038 shares of common stock to participants and had 103,788 shares available for future grants under the ESPP.

The Company does not currently offer other postretirement benefits such as health care or other pension plans.

Directors Deferred Fee and Stock Plan

The Wintrust Financial Corporation Directors Deferred Fee and Stock Plan (“DDFS Plan”) allows directors of the Company and its subsidiaries to choose to receive payment of directors’ fees in either cash or common stock of the Company and to defer the receipt of the fees. The DDFS Plan is designed to encourage stock ownership by directors. All shares offered under the DDFS Plan will be either newly issued shares of the Company or shares issued from treasury. The number of shares issued is determined on a quarterly basis based on the fees earned during the quarter and the fair market value per share of the common stock on the last trading day of the preceding quarter. The shares are issued annually and the directors are entitled to dividends and voting rights upon the issuance of the shares. During 2020, an additional 200,000 shares were authorized under the DDFS Plan. During 2025, 2024 and 2023, a total of 17,546 shares, 14,927 shares and 63,001 shares, respectively, were issued to directors. For those directors that elect to defer the receipt of the common stock, the Company maintains records of stock units representing an obligation to issue shares of common stock. The number of stock units equals the number of shares that would have been issued had the director not elected to defer receipt of the shares. Additional stock units are credited at the time dividends are paid, however no voting rights are associated with the stock units. The shares of common stock represented by the stock units are issued in the year specified by the directors in their participation agreements. At December 31, 2025, the Company has an obligation to issue 313,281 shares of common stock to directors and has 24,218 shares available for future grants under the DDFS Plan.

(19) Regulatory Matters

Banking laws place restrictions upon the amount of dividends that can be paid to Wintrust by the banks. Based on these laws, the banks could, subject to minimum capital requirements, declare dividends to Wintrust without obtaining regulatory approval in an amount not exceeding (a) undivided profits, and (b) the amount of net income reduced by dividends paid for the current and prior two years. During 2025, 2024 and 2023, cash dividends totaling $ 600.0 million, $ 475.0 million and $ 360.0 million, respectively, were paid to Wintrust by the banks and other subsidiaries. As of December 31, 2025, the banks had approximately $ 929.8  million available to be paid as dividends to Wintrust without prior regulatory approval and without reducing their capital below the well-capitalized level.

The Company and the banks are subject to various regulatory capital requirements established by the federal banking agencies that take into account risk attributable to balance sheet and off-balance sheet activities. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly discretionary — actions by regulators, that if undertaken could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the banks must meet specific capital guidelines that involve

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quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the banks to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and Tier 1 leverage capital (as defined) to average quarterly assets (as defined). The Federal Reserve’s capital guidelines require bank holding companies to maintain a minimum ratio of qualifying total capital to risk-weighted assets of 8.0 %, of which at least 4.50 % must be in the form of Common Equity Tier 1 capital and 6.0 % must be in the form of Tier 1 capital. The Federal Reserve also requires a minimum leverage ratio of Tier 1 capital to average total assets of 4.0 %. In addition, the Federal Reserve continues to consider the Tier 1 Leverage Ratio in evaluating proposals for expansion or new activities.

As reflected in the following table, the Company met all minimum capital requirements at December 31, 2025 and 2024:

2025 2024
Total capital to risk weighted assets 12.4   % 12.3   %
Tier 1 capital to risk weighted assets 11.0   10.7  
Common Equity Tier 1 capital to risk weighted assets 10.3   9.9  
Tier 1 Leverage Ratio 9.6   9.4  

Wintrust is designated as a financial holding company. Bank holding companies approved as financial holding companies may engage in an expanded range of activities, including the businesses conducted by its wealth management subsidiaries. As a financial holding company, Wintrust’s banks are required to maintain their capital positions at the “well-capitalized” level. As of December 31, 2025, the banks were categorized as well-capitalized under the regulatory framework for prompt corrective action. The ratios required for the banks to be “well capitalized” by regulatory definition are 10.0 %, 8.0 %, 6.5 % and 5.0 % for total capital to risk-weighted assets, Tier 1 capital to risk-weighted assets, Common Equity Tier 1 capital to risk weighted assets and Tier 1 Leverage Ratio, respectively.

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The banks’ actual capital amounts and ratios as of December 31, 2025 and 2024 are presented in the following table:

December 31, 2025 December 31, 2024
  Actual To Be Well
Capitalized by
Regulatory Definition Actual To Be Well
Capitalized by
Regulatory Definition
 (Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio
Total Capital (to Risk Weighted Assets):
Lake Forest Bank $ 913,408   11.7   % $ 780,590   10.0   % $ 857,438   11.8   % $ 728,358   10.0   %
Hinsdale Bank 611,707   11.7   523,012   10.0   543,925   11.9   458,046   10.0  
Wintrust Bank 1,102,033   12.5   879,447   10.0   1,164,532   12.7   915,950   10.0  
Libertyville Bank 312,923   12.0   260,677   10.0   276,568   11.8   234,181   10.0  
Barrington Bank 519,425   11.5   449,975   10.0   472,428   11.4   413,497   10.0  
Crystal Lake Bank 218,761   12.3   177,720   10.0   187,820   11.8   159,314   10.0  
Northbrook Bank 554,744   11.8   469,918   10.0   502,434   11.3   446,536   10.0  
Macatawa 382,248   12.7   301,217   10.0   307,829 16.3 189,233 10.0  
Schaumburg Bank 246,955   12.9   191,443   10.0   229,770   12.2   187,982   10.0  
Village Bank 347,992   11.6   300,127   10.0   310,037   11.5   270,656   10.0  
Beverly Bank 266,507   12.6   211,477   10.0   265,590   12.5   213,222   10.0  
Town Bank 448,206   12.1   371,326   10.0   387,911   11.4   340,161   10.0  
Wheaton Bank 406,928   11.3   358,758   10.0   347,365   11.4   304,003   10.0  
State Bank of the Lakes 246,346   12.0   204,907   10.0   213,869   11.6   184,932   10.0  
Old Plank Trail Bank 311,608   11.8   265,015   10.0   271,641   11.3   241,562   10.0  
St. Charles Bank 334,965   11.4   292,758   10.0   291,380   11.2   259,615   10.0  
Tier 1 Capital (to Risk Weighted Assets):
Lake Forest Bank $ 858,940   11.0   % $ 624,472   8.0   % $ 807,848   11.1   % $ 582,687   8.0   %
Hinsdale Bank 576,775   11.0   418,409   8.0   512,323   11.2   366,437   8.0  
Wintrust Bank 1,012,547   11.5   703,557   8.0   1,069,171   11.7   732,760   8.0  
Libertyville Bank 292,839   11.2   208,541   8.0   258,709   11.1   187,345   8.0  
Barrington Bank 491,794   10.9   359,980   8.0   453,022   11.0   330,798   8.0  
Crystal Lake Bank 204,432   11.5   142,176   8.0   176,144   11.1   127,451   8.0  
Northbrook Bank 524,287   11.2   375,934   8.0   473,065   10.6   357,229   8.0  
Macatawa 355,462   11.8   240,974   8.0   293,541 15.5 151,387 8.0  
Schaumburg Bank 234,406   12.2   153,154   8.0   216,675   11.5   150,386   8.0  
Village Bank 318,322   10.6   240,102   8.0   286,808   10.6   216,524   8.0  
Beverly Bank 250,149   11.8   169,182   8.0   246,565   11.6   170,578   8.0  
Town Bank 422,451   11.4   297,061   8.0   366,265   10.8   272,129   8.0  
Wheaton Bank 382,347   10.7   287,007   8.0   323,221   10.6   243,202   8.0  
State Bank of the Lakes 233,269   11.4   163,925   8.0   203,972   11.0   147,946   8.0  
Old Plank Trail Bank 292,554   11.0   212,012   8.0   255,788   10.6   193,249   8.0  
St. Charles Bank 315,028   10.8   234,206   8.0   270,446   10.4   207,692   8.0  
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Lake Forest Bank $ 858,940   11.0   % $ 507,384   6.5   % $ 807,848   11.1   % $ 473,433   6.5   %
Hinsdale Bank 576,775   11.0   339,958   6.5   512,323   11.2   297,730   6.5  
Wintrust Bank 1,012,547   11.5   571,640   6.5   1,069,171   11.7   595,367   6.5  
Libertyville Bank 292,839   11.2   169,440   6.5   258,709   11.1   152,218   6.5  
Barrington Bank 491,794   10.9   292,484   6.5   453,022   11.0   268,773   6.5  
Crystal Lake Bank 204,432   11.5   115,518   6.5   176,144   11.1   103,554   6.5  
Northbrook Bank 524,287   11.2   305,447   6.5   473,065   10.6   290,248   6.5  
Macatawa 355,462   11.8   195,791   6.5   293,541 15.5 123,002 6.5  
Schaumburg Bank 234,406   12.2   124,438   6.5   216,675   11.5   122,188   6.5  
Village Bank 318,322   10.6   195,083   6.5   286,808   10.6   175,926   6.5  
Beverly Bank 250,149   11.8   137,460   6.5   246,565   11.6   138,594   6.5  
Town Bank 422,451   11.4   241,362   6.5   366,265   10.8   221,105   6.5  
Wheaton Bank 382,347   10.7   233,193   6.5   323,221   10.6   197,602   6.5  
State Bank of the Lakes 233,269   11.4   133,189   6.5   203,972   11.0   120,206   6.5  
Old Plank Trail Bank 292,554   11.0   172,260   6.5   255,788   10.6   157,015   6.5  
St. Charles Bank 315,028   10.8   190,293   6.5   270,446   10.4   168,750   6.5  

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December 31, 2025 December 31, 2024
  Actual To Be Well
Capitalized by
Regulatory Definition Actual To Be Well
Capitalized by
Regulatory Definition
 (Dollars in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio
Tier 1 Leverage Ratio:
Lake Forest Bank $ 858,940   9.1   % $ 472,426   5.0   % $ 807,848   9.7   % $ 416,233   5.0   %
Hinsdale Bank 576,775   9.9   291,840   5.0   512,323   9.6   266,427   5.0  
Wintrust Bank 1,012,547   10.5   481,193   5.0   1,069,171   11.1   479,667   5.0  
Libertyville Bank 292,839   9.4   156,035   5.0   258,709   9.5   136,451   5.0  
Barrington Bank 491,794   10.4   235,898   5.0   453,022   10.7   212,429   5.0  
Crystal Lake Bank 204,432   10.2   100,266   5.0   176,144   9.8   89,519   5.0  
Northbrook Bank 524,287   9.7   271,425   5.0   473,065   9.2   256,737   5.0  
Macatawa 355,462   10.8   164,001   5.0   293,541 10.1 144,975 5.0  
Schaumburg Bank 234,406   10.1   115,689   5.0   216,675   10.0   108,031   5.0  
Village Bank 318,322   9.4   168,839   5.0   286,808   9.6   149,062   5.0  
Beverly Bank 250,149   10.1   123,495   5.0   246,565   10.1   122,295   5.0  
Town Bank 422,451   9.5   221,588   5.0   366,265   8.9   205,847   5.0  
Wheaton Bank 382,347   9.0   212,275   5.0   323,221   9.1   178,254   5.0  
State Bank of the Lakes 233,269   9.9   118,454   5.0   203,972   9.8   104,067   5.0  
Old Plank Trail Bank 292,554   9.1   161,477   5.0   255,788   8.9   143,480   5.0  
St. Charles Bank 315,028   9.5   166,595   5.0   270,446   9.3   144,886   5.0  

Wintrust’s mortgage banking division is also required to maintain minimum net worth capital requirements with governmental agencies. The mortgage banking division’s net worth requirements are governed by the Department of Housing and Urban Development. As of December 31, 2025, this business unit met the minimum net worth capital requirements.

(20) Commitments and Contingencies

The Company has outstanding, at any time, a number of commitments to extend credit. These commitments include revolving home equity line and other credit agreements, term loan commitments and standby and commercial letters of credit. Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party.

These commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Statements of Condition. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to extend commercial, commercial real estate and construction loans totaled $ 11.8 billion and $ 11.5 billion as of December 31, 2025 and 2024, respectively, and unused home equity lines totaled $ 1.0 billion and $ 999.1 million as of December 31, 2025 and 2024, respectively. Standby and commercial letters of credit totaled $ 520.2 million at December 31, 2025 and $ 503.4 million at December 31, 2024.

In addition, at December 31, 2025 and 2024, the Company had approximately $ 423.6 million and $ 361.3 million, respectively, in commitments to fund residential mortgage loans to be sold into the secondary market. These lending commitments are also considered derivative instruments. The Company also enters into forward contracts for the future delivery of residential mortgage loans at specified interest rates to reduce the interest rate risk associated with commitments to fund loans as well as mortgage loans held-for-sale. These forward contracts are also considered derivative instruments and had contractual amounts of approximately $ 413.2 million at December 31, 2025 and $ 377.5 million at December 31, 2024. See Note (21) “Derivative Financial Instruments” in Item 8 of this report for further discussion on derivative instruments.

The Company enters into residential mortgage loan sale agreements with investors in the normal course of business. These agreements usually require certain representations concerning credit information, loan documentation, collateral and insurability. On occasion, investors have requested the Company to indemnify them against losses on certain loans or to repurchase loans which the investors believe do not comply with applicable representations. Management maintains a liability for estimated losses on loans expected to be repurchased or on which indemnification is expected to be provided and regularly

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evaluates the adequacy of this recourse liability based on trends in repurchase and indemnification requests, actual loss experience, known and inherent risks in the loans, and current economic conditions. The Company sold approximately $ 2.6 billion of mortgage loans in 2025 and 2024. The liability for estimated losses on repurchase and indemnification claims for residential mortgage loans previously sold to investors was approximately $ 578,000 and $ 188,000 at December 31, 2025 and 2024, respectively, and was included in other liabilities on the Consolidated Statements of Condition. Losses charged against the liability were $ 117,100 in 2025 as compared to $ 60,100 in 2024. These losses relate to mortgages which experienced early payment and other defaults meeting certain representation and warranty recourse requirements.

The Company had unfunded commitments to investment partnerships that qualify for CRA purposes totaling $ 160.7 million and $ 94.1 million as of December 31, 2025 and 2024, respectively. Of these commitments, $ 126.3 million and $ 67.0  million related to legally-binding unfunded commitments for tax-credit investments and were included within other liabilities on the Consolidated Statements of Condition as of December 31, 2025 and 2024, respectively.

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