10-K – 2026-02-26 – wtfc-20251231.htm

In accordance with applicable accounting principles, the Company establishes an accrued liability for litigation and threatened litigation actions and proceedings when those actions present loss contingencies, which are both probable and estimable. In actions for which a loss is reasonably possible in future periods, the Company determines whether it can estimate a loss or range of possible loss. To determine whether a possible loss is estimable, the Company reviews and evaluates its material litigation on an ongoing basis, in conjunction with any outside counsel handling the matter, in light of potentially relevant factual and legal developments. This review may include information learned through the discovery process, rulings on substantive or dispositive motions, and settlement discussions.

Wintrust Mortgage California PAGA Matter

On May 24, 2022, a former Wintrust Mortgage employee filed a California Private Attorney General Act (“PAGA”) suit, not individually, but as representative of all Wintrust Mortgage’s California hourly employees, against Wintrust Mortgage in the Superior Court of San Diego County, California. Plaintiff alleges Wintrust Mortgage failed to provide: (i) accurate sick leave accrual and pay; (ii) overtime wages; (iii) accurately itemized wage statements; (iv) meal breaks and meal premiums; (v) timely payment of earned wages; (vi) payment of all earned wages; and (vii) payment of all vested vacation hours. Wintrust Mortgage disputes the validity of Plaintiff’s claims and believes, to the extent there were defects in complying with California law governing the payment of compensation to Plaintiff, such errors would have been de minimis. Plaintiff also has an arbitration agreement with a collective and class action waiver and on January 19, 2023, Wintrust Mortgage moved to compel arbitration. The court stayed litigation pending mediation, which was held on May 13, 2024. The parties agreed to settle the dispute for an immaterial amount. On October 16, 2024, the court entered an order approving the settlement and on December 31, 2024, the funds were disbursed to the settlement administrator. The settlement administrator disbursed the settlement funds during the first quarter of 2025, bringing this matter to conclusion.

Wintrust Mortgage Fair Lending Matter

On May 25, 2022, a Wintrust Mortgage customer filed a putative class action and asserted individual claims against Wintrust Mortgage and Wintrust Financial Corporation in the District Court for the Northern District of Illinois. Plaintiff alleges that Wintrust Mortgage discriminated against black/African American borrowers and brings class claims under the Equal Credit Opportunity Act, Sections 1981 and 1982 under Chapter 42 of the United States Code; and the Fair Housing Act of 1968. Plaintiff also asserts individual claims under theories of promissory estoppel, fraudulent inducement, and breach of contract. On September 23, 2022, Wintrust filed a motion to dismiss the entire suit and the court granted that motion to dismiss on September 27, 2023 and gave Plaintiff until October 20, 2023 to file an amended complaint. Plaintiff timely filed an amended complaint. Wintrust moved to dismiss the amended complaint on November 21, 2023 and on February 5, 2026, the court granted Wintrust’s motion with prejudice.

Other Matters

In addition, the Company and its subsidiaries, from time to time, are subject to pending and threatened legal action and proceedings arising in the ordinary course of business.

Based on information currently available and upon consultation with counsel, management believes that the eventual outcome of any pending or threatened legal actions and proceedings described above, including our ordinary course litigation, will not have a material adverse effect on the operations or financial condition of the Company. However, it is possible that the ultimate

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resolution of these matters, if unfavorable, may be material to the results of operations or financial condition for a particular period.

(21) Derivative Financial Instruments

The Company primarily enters into derivative financial instruments as part of its strategy to manage its exposure to changes in interest rates. Derivative instruments represent contracts between parties that result in one party delivering cash to the other party based on a notional amount and an underlying term (such as a rate, security price or price index or commodity price) as specified in the contract. The amount of cash delivered from one party to the other is determined based on the interaction of the notional amount of the contract with the underlying term. Derivatives are also implicit in certain contracts and commitments.

The derivative financial instruments currently used by the Company to manage its exposure to interest rate risk include: (1) interest rate swaps, collars and floors to manage the interest rate risk of certain fixed and variable rate assets and variable rate liabilities; (2) interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market; (3) forward commitments for the future delivery of such mortgage loans to protect the Company from adverse changes in interest rates and corresponding changes in the value of mortgage loans held-for-sale; (4) covered call options to economically hedge specific investment securities and receive fee income, effectively enhancing the overall yield on such securities to compensate for potential net interest margin compression; and (5) options and swaps to economically hedge a portion of the fair value adjustments related to the Company’s mortgage servicing rights portfolio. The Company also enters into derivatives (typically interest rate swaps and commodity forward contracts) with certain qualified borrowers to facilitate the borrowers’ risk management strategies and concurrently enters into mirror-image derivatives with a third party counterparty, effectively making a market in the derivatives for such borrowers. Additionally, the Company enters into foreign currency contracts to manage foreign exchange risk associated with certain foreign currency denominated assets.

The Company recognizes derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. The Company records derivative assets and derivative liabilities on the Consolidated Statements of Condition within accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively. Changes in the fair value of derivative financial instruments are either recognized in income or in shareholders’ equity as a component of accumulated other comprehensive income or loss depending on whether the derivative financial instrument qualifies for hedge accounting and, if so, whether it qualifies as a fair value hedge or cash flow hedge.

Changes in fair values of derivatives accounted for as fair value hedges are recorded in income in the same period and in the same income statement line as changes in the fair values of the hedged items that relate to the hedged risk(s). Changes in fair values of derivative financial instruments accounted for as cash flow hedges are recorded as a component of accumulated other comprehensive income or loss, net of deferred taxes, and reclassified to earnings when the hedged transaction affects earnings. Changes in fair values of derivative financial instruments not designated in a hedging relationship pursuant to ASC 815 are reported in non-interest income during the period of the change. Derivative financial instruments are valued by a third party and are corroborated by comparison with valuations provided by the respective counterparties. Fair values of certain mortgage banking derivatives (interest rate lock commitments and forward commitments to sell mortgage loans) are estimated based on changes in mortgage interest rates from the date of the loan commitment. The fair value of foreign currency derivatives is computed based on changes in foreign currency rates stated in the contract compared to those prevailing at the measurement date. Commodity derivative fair values are computed based on changes in the price per unit stated in the contract compared to those prevailing at the measurement date.

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The table below presents the fair value of the Company’s derivative financial instruments as of December 31, 2025 and December 31, 2024:

Derivative Assets Derivative Liabilities
(In thousands) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Derivatives designated as hedging instruments under ASC 815:
Interest rate derivatives designated as Cash Flow Hedges $ 53,622   $ 7,329   $ 3,363   $ 56,084  
Interest rate derivatives designated as Fair Value Hedges 5,350   10,001   496   87  
Total derivatives designated as hedging instruments under ASC 815 $ 58,972   $ 17,330   $ 3,859   $ 56,171  

Derivatives not designated as hedging instruments under ASC 815:
Interest rate derivatives $ 116,562   $ 177,553   $ 116,745   $ 183,799  
Interest rate lock commitments 3,416   1,950   —   18  
Forward commitments to sell mortgage loans 104   1,297   2,729   88  
Commodity forward contracts 448   766   288   583  
Foreign exchange contracts 165   1,131   153   1,091  
Total derivatives not designated as hedging instruments under ASC 815 $ 120,695   $ 182,697   $ 119,915   $ 185,579  
Total Derivatives $ 179,667   $ 200,027   $ 123,774   $ 241,750  

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to net interest income and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps, collars and floors as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts to or from a counterparty in exchange for the Company receiving or paying fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the settlement of amounts in which the interest rate specified in the contract exceeds the agreed upon cap strike rate or in which the interest rate specified in the contract is below the agreed upon floor strike rate at the end of each period. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an upfront premium.

As of December 31, 2025, the Company had various interest rate collar, swap and floor derivatives designated as cash flow hedges of variable rate loans. When the relationship between the hedged item and hedging instrument is highly effective at achieving offsetting changes in cash flows attributable to the hedged risk, changes in the fair value of these cash flow hedges are recorded in accumulated other comprehensive income or loss and are subsequently reclassified to interest income as interest payments are made on such variable rate loans. The changes in fair value (net of tax) are separately disclosed in the Consolidated Statements of Comprehensive Income.

The table below provides details on these cash flow hedges, summarized by derivative type and maturity, as of December 31, 2025:

December 31, 2025
(In thousands) Range of Maturities Notional
Amount Fair Value
Asset (Liability)
Floor at 1-month CME Term SOFR September 2028 - December 2029
$ 450,000   $ 2,095  
Interest rate collars at 1-month CME term SOFR October 2026 - September 2027
1,750,000   ( 2,208 )
Interest rate swaps at 1-month CME term SOFR (1)
February 2026 - October 2031
4,650,000   50,372  
Total Cash Flow Hedges $ 6,850,000   $ 50,259  

(1) The notional amount includes forward-starting swaps that are not yet effective.

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In the first quarter of 2022, the Company terminated interest rate swap derivative contracts designated as cash flow hedges of variable rate deposits with a total notional value of $ 1.0  billion and a five-year term effective July 2022. At the time of termination, the fair value of the derivative contracts totaled an asset of $ 66.5  million, with such adjustments to fair value recorded in accumulated other comprehensive income or loss. In the second quarter of 2022, the Company terminated two interest rate swap derivative contracts designated as cash flow hedges of variable rate deposits with a total notional value of $ 500.0  million each effective since April 2020. The remaining terms of such derivative contracts were through March 2023 and April 2024 and, at the time of termination, the fair value of the derivative contracts totaled assets of $ 3.7  million and $ 10.7  million, respectively, with such adjustments to fair value recorded in accumulated other comprehensive income or loss. In the fourth quarter of 2022, the Company terminated one additional interest rate collar derivative contract designated as a cash flow hedge of the Term Facility with a total notional value of $ 64.3  million effective since September 2018. The remaining term of such derivative contract was through September 2023 and, at the time of termination, the fair value of the derivative contract totaled an asset of $ 875,000 , with such adjustments to fair value recorded in accumulated other comprehensive income or loss.

For all such terminations, as the hedged forecasted transactions (interest payments on variable rate deposits and the Term Facility) are still expected to occur over the remaining term of such terminated derivatives, such adjustments will remain in accumulated other comprehensive income or loss and be reclassified as a reduction to interest expense on a straight-line basis over the original term of the terminated derivative contracts.

A rollforward of the amounts in accumulated other comprehensive income or loss related to interest rate derivatives designated as cash flow hedges, including such derivative contracts terminated during the period, follows:

  Years Ended December 31,
(In thousands) 2025 2024
Unrealized (loss) gain at beginning of period $ ( 15,508 ) $ 43,538  
Amount reclassified from accumulated other comprehensive income or loss to interest income or expense on deposits, loans and other borrowings 16,311   72,674  
Amount of gain (loss) recognized in other comprehensive income or loss 66,309   ( 131,720 )
Unrealized gain (loss) at end of period $ 67,112   $ ( 15,508 )

As of December 31, 2025, the Company estimated that during the next 12 months, $ 16.9  million will be reclassified from accumulated other comprehensive income or loss as an increase to net interest income. Such estimate consists of $ 13.3  million reclassified as a reduction to interest expense on the terminated cash flow hedges discussed above and $ 3.6  million reclassified as an increase to interest income related to the interest rate collars floors and swaps noted above that remain outstanding.

Fair Value Hedges of Interest Rate Risk

Interest rate swaps designated as fair value hedges involve the payment of fixed amounts to a counterparty in exchange for the Company receiving variable payments over the life of the agreements without the exchange of the underlying notional amount. As of December 31, 2025, the Company had 13 interest rate swaps with an aggregate notional amount of $ 118.4 million that were designated as fair value hedges primarily associated with fixed rate commercial and industrial and commercial real estate loans as well as life insurance premium finance receivables.

For derivatives designated and that qualify as fair value hedges, the net gain or loss from the entire change in the fair value of the derivative instrument is recognized in the same income statement line item as the earnings effect, including the net gain or loss of the hedged item (interest income earned on fixed rate loans) when the hedged item affects earnings.

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The following table presents the carrying amount of the hedged assets/(liabilities) and the cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/(liabilities) that are designated as a fair value hedge accounting relationship as of December 31, 2025:

December 31, 2025
(In thousands)

Derivatives in Fair Value
Hedging Relationships
Location in the Statement of Condition Carrying Amount of the Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Remaining for any Hedged Assets/(Liabilities) for which Hedge Accounting has been Discontinued
Interest rate swaps Loans, net of unearned income $ 113,117   $ ( 4,810 ) $ ( 31 )
Available-for-sale debt securities 456   ( 2 ) —  

The following table presents the gain or loss recognized related to derivative instruments that are designated as fair value hedges for the respective period:

(In thousands) Location of Gain or (Loss) Recognized in Income on Derivative Year Ended
December 31,
Derivatives in Fair Value
Hedging Relationships 2025
Interest rate swaps Interest and fees on loans $ ( 7 )

Non-Designated Hedges

The Company does not use derivatives for speculative purposes. Derivatives not designated as accounting hedges are used to manage the Company’s economic exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of ASC 815. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

The Company has interest rate derivatives, including swaps and option products, resulting from a service the Company provides to certain qualified borrowers. The Company’s banking subsidiaries execute certain derivative products (typically interest rate swaps) directly with qualified commercial borrowers to facilitate their respective risk management strategies. For example, these arrangements allow the Company’s commercial borrowers to effectively convert a variable rate loan to a fixed rate. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. At December 31, 2025 and 2024, the Company had interest rate derivative transactions with an aggregate notional amount of approximately $ 15.2 billion and $ 13.3 billion, respectively, (all interest rate swaps and caps with customers and third parties) related to this program. At December 31, 2025, these interest rate derivatives had maturity dates ranging from January 2026 to August 2037.

Mortgage Banking Derivatives— These derivatives include interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. It is the Company’s practice to enter into forward commitments for the future delivery of a portion of our residential mortgage loan production when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on its commitments to fund the loans as well as on its portfolio of mortgage loans held-for-sale. The Company’s mortgage banking derivatives have not been designated as being in hedge relationships. At December 31, 2025 and 2024, the Company had interest rate lock commitments with an aggregate notional amount of approximately $ 161.9 million and $ 120.7 million and forward commitments to sell mortgage loans with an aggregate notional amount of approximately $ 413.2 million and $ 377.5 million. The fair values of these derivatives were estimated based on changes in mortgage rates from the dates of the commitments. Changes in the fair value of these mortgage banking derivatives are included in mortgage banking revenue.

Commodity Derivatives— The Company has commodity forward contracts resulting from a service the Company provides to certain qualified borrowers. The Company’s banking subsidiaries execute certain derivative products directly with qualified commercial borrowers to facilitate their respective risk management strategies. For example, these arrangements allow the

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Company’s commercial borrowers to effectively purchase or sell a given commodity at an agreed-upon price on an agreed-upon settlement date. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. At December 31, 2025 and 2024, the Company had commodity derivative transactions with an aggregate notional amount of approximately $ 4.1 million and $ 5.2 million, respectively, (all forward contracts with customers and third parties) related to this program. At December 31, 2025, these commodity derivatives had maturity dates ranging from January 2026 to October 2027.

Foreign Currency Derivatives— The Company has foreign currency derivative contracts resulting from a service the Company provides to certain qualified customers. The Company’s banking subsidiaries execute certain derivative products directly with qualified customers to facilitate their respective risk management strategies related to foreign currency fluctuations. For example, these arrangements allow the Company’s customers to effectively exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. As of December 31, 2025 and 2024, the Company held foreign currency derivatives with an aggregate notional amount of approximately $ 84.0 million and $ 97.1 million, respectively.

Other Derivatives— Periodically, the Company will sell options to a bank or dealer for the right to purchase certain securities held within the banks’ investment portfolios (covered call options). These option transactions are designed to increase the total return associated with the investment securities portfolio. These options do not qualify as accounting hedges pursuant to ASC 815 and, accordingly, changes in the fair value of these contracts are recognized as other non-interest income. There were no covered call options outstanding as of December 31, 2025 or December 31, 2024.

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 mortgage servicing rights portfolio. The gain or loss associated with these derivative contracts are included in mortgage banking revenue. At December 31, 2025 the Company held ten interest rate derivatives with an aggregate notional value of $ 362.0 million and ten interest rate derivatives with an aggregate notional value of $ 295.0 million at December 31, 2024 for such purpose of economically hedging a portion of the fair value adjustment related to its mortgage servicing rights portfolio.

Amounts included in the Consolidated Statements of Income related to derivative instruments not designated in hedge relationships were as follows:

(In thousands) Years Ended
December 31,
Derivative Location in income statement 2025 2024
Interest rate swaps and caps Trading gains, net $ ( 250 ) $ 59  
Mortgage banking derivatives Mortgage banking ( 2,004 ) 952  
Commodity contracts Trading gains, net ( 24 ) 184  
Foreign exchange contracts Trading gains, net 204   ( 84 )
Covered call options Fees from covered call options 20,681   10,196  
Derivative contract held as economic hedge on MSRs Mortgage banking 5,272   ( 7,909 )

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Credit Risk

Derivative instruments have inherent risks, primarily market risk and credit risk. Market risk is associated with changes in the value of an underlying asset. Credit risk relates to the risk that the counterparty will fail to perform according to the terms of the agreement. The Company is exposed to the credit risk of its commercial borrowers and third party financial institutions who are counterparties to interest rate derivatives with the Company.

The counterparty credit risk associated with the mirror-image swaps executed with third party financial institutions, is monitored and managed as part of the Company’s overall asset-liability management process, except that the counterparty credit risk related to derivatives entered into with certain qualified borrowers is managed through the Company’s standard loan underwriting process for commercial borrowers since these derivatives typically share in the collateral provided by the loan agreements.

When deemed necessary, appropriate types and amounts of collateral are obtained to minimize credit exposure. The Company hedges the market risk of derivatives transactions with commercial borrowers by entering into offsetting transactions with large, highly rated financial institutions. These exposures are generally secured by cash under bilateral Credit Support Annexes (“CSAs”), which are a component of the International Swaps and Derivatives Association (“ISDA”) Master Agreements executed with counterparties.

Aggregate counterparty exposures are monitored against various types of credit limits established to contain risk within parameters. Counterparty credit risk is managed by the Counterparty Credit Risk Management team in accordance with SR 11-10, Interagency Counterparty Credit Risk Guidance , which was issued in 2011 in response to the financial crisis of 2008. The guidance addresses counterparty credit risk governance, measurement, management, and systems. Specifically, counterparty risk is managed through the establishment and regular review of exposure limits, formalization of limits in policy and procedure, ongoing review of models, and having a single platform to allow for the timely aggregation of exposures. The Counterparty Credit Risk Management team uses a variety of approaches to monitor counterparty financial performance, including monitoring of credit exposure versus limits, use of early warning reports, and daily and intraday monitoring of financial developments.

The Company has agreements with certain of its interest rate derivative counterparties that contain cross-default provisions, which provide that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain of its derivative counterparties that contain a provision allowing the counterparty to terminate the derivative positions if the Company fails to maintain its status as a well or adequately capitalized institution, which would require the Company to settle its obligations under the agreements. If the Company were to breach any of these provisions, at a time when the derivatives subject to such agreements are in a liability position, and the derivatives were to be terminated as a result, the Company would be required to settle its obligations under the agreements at the termination value and would be required to pay any additional amounts due in excess of amounts previously posted as collateral with the respective counterparty. As of December 31, 2025, there were $ 2.0  million derivatives that were subject to such agreements in a net liability position.

The Company records interest rate derivatives subject to master netting agreements at their gross value and does not offset derivative assets and liabilities on the Consolidated Statements of Condition. The table below summarizes the Company’s interest rate derivatives and offsetting positions as of the dates shown.

Derivative Assets Derivative Liabilities
Fair Value Fair Value
(In thousands) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Gross Amounts Recognized $ 175,534   $ 194,883   $ 120,604   $ 239,970  
Less: Amounts offset in the Statements of Condition —   —   —   —  
Net amount presented in the Statements of Condition $ 175,534   $ 194,883   $ 120,604   $ 239,970  
Gross amounts not offset in the Statements of Condition
Offsetting Derivative Positions $ ( 60,108 ) $ ( 74,656 ) $ ( 60,108 ) $ ( 74,656 )
Collateral Posted ( 46,894 ) ( 78,550 ) ( 1,963 ) —  
Net Credit Exposure $ 68,532   $ 41,677   $ 58,533   $ 165,314  

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(22) Fair Value of Assets and Liabilities

The Company measures, monitors and discloses certain of its assets and liabilities on a fair value basis. These financial assets and financial liabilities are measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:

• Level 1 — unadjusted quoted prices in active markets for identical assets or liabilities.

• Level 2 — inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3 — significant unobservable inputs that reflect the Company’s own assumptions that market participants would use in pricing the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the above valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the assets or liabilities. The following is a description of the valuation methodologies used for the Company’s assets and liabilities measured at fair value on a recurring basis.

Available-for-sale debt securities, trading account securities and equity securities with readily determinable fair value — Fair values for available-for-sale debt securities, trading account securities and equity securities with readily determinable fair value are typically based on prices obtained from independent pricing vendors. Securities measured with these valuation techniques are generally classified as Level 2 of the fair value hierarchy. Typically, standard inputs such as benchmark yields, reported trades for similar securities, issuer spreads, benchmark securities, bids, offers and reference data including market research publications are used to determine the fair value of these securities. When these inputs are not available, broker/dealer quotes may be obtained by the vendor to determine the fair value of the security. We review the vendor’s pricing methodologies to determine if observable market information is being used, versus unobservable inputs. Fair value measurements using significant inputs that are unobservable in the market due to limited activity or a less liquid market are classified as Level 3 in the fair value hierarchy. The fair value of U.S. Treasury securities and certain equity securities with readily determinable fair value are based on unadjusted quoted prices in active markets for identical securities. As such, these securities are classified as Level 1 in the fair value hierarchy.

The Company’s Investment Operations Department is responsible for the valuation of Level 3 available-for-sale debt securities. The methodology and variables used as inputs in pricing Level 3 securities are derived from a combination of observable and unobservable inputs. The unobservable inputs are determined through internal assumptions that may vary from period to period due to external factors, such as market movement and credit rating adjustments.

At December 31, 2025, the Company classified $ 99.6 million of municipal securities as Level 3. These municipal securities are bond issues for various municipal government entities primarily located in the Chicago metropolitan area, southern Wisconsin and west Michigan and are privately placed, non-rated bonds without CUSIP numbers. The Company’s methodology for pricing these securities focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated investment debt security, the Investment Operations Department references a rated, publicly issued bond by the same issuer if available. A reduction is then applied to the rating obtained from the comparable bond, as the Company believes if liquidated, a non-rated bond would be valued less than a similar bond with a verifiable rating. The reduction applied by the Company is one complete rating grade (i.e., a “AA” rating for a comparable bond would be reduced to “A” for the Company’s valuation). For bond issues without comparable bond proxies, a rating of “BBB” was assigned. For the year ended December 31, 2025, all of the ratings derived by the Investment Operations Department using the above process were “BBB” or better. The fair value measurement noted above is sensitive to the rating input, as a higher rating typically results in an increased valuation. The remaining pricing inputs used in the bond valuation are observable. Based on the rating determined in the above process, Investment Operations obtains a corresponding current market yield curve available to market participants. Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets. Certain municipal bonds held by the Company at December 31, 2025 are

continuously callable. When valuing these bonds, the fair value is capped at par value as the Company assumes a market participant would not pay more than par for a continuously callable bond.

Mortgage loans held-for-sale — The fair value of mortgage loans held-for-sale is typically determined by reference to investor price sheets for loan products with similar characteristics. Loans measured with this valuation technique are classified as Level 2 in the fair value hierarchy.

At December 31, 2025, the Company classified $ 53.8 million of certain delinquent mortgage loans held-for-sale as Level 3. For such delinquent loans in which investor interest may be limited, the Company estimates fair value by discounting future scheduled cash flows for the specific loan through its life, adjusted for estimated credit losses. The Company uses a discount rate based on prevailing market coupon rates on loans with similar characteristics. The assumed weighted average discount rate used as an input to value these loans at December 31, 2025 was 5.02 %. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. Additionally, the weighted average credit discount used as an input to value the specific loans was 0.92 % with a credit loss discount ranging from 0 % to 35 % at December 31, 2025.

Loans held-for-investment — The fair value of loans held-for-investment is typically determined by reference to investor price sheets for loan products with similar characteristics. Loans measured with this valuation technique are classified as Level 2 in the fair value hierarchy.

The fair value for certain loans in which the Company previously elected the fair value option is estimated by discounting future scheduled cash flows for the specific loan through maturity, adjusted for estimated credit losses and prepayment or life assumptions. These loans primarily consist of early buyout loans guaranteed by U.S. government agencies that are delinquent and, as a result, investor interest may be limited. The Company uses a discount rate based on the actual coupon rate of the underlying loan. At December 31, 2025, the Company classified $ 56.2 million of loans held-for-investment carried at fair value as Level 3. The assumed weighted average discount rate used as an input to value these loans at December 31, 2025 was 5.12 %. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. As noted above, the fair value estimate also includes assumptions of prepayment speeds and average life as well as credit losses. The weighted average prepayments speed used as an input to value current loans was 9.92 % at December 31, 2025. Prepayment speeds are inversely related to the fair value of these loans as an increase in prepayment speeds results in a decreased valuation. For delinquent loans in which performance is not assumed and there is a higher probability of resolution of the loan ending in foreclosure, the weighted average life of such loans was 5.9 years. Average life is inversely related to the fair value of these loans as an increase in estimated life results in a decreased valuation. Additionally, the weighted average credit discount used as an input to value the specific loans was 1.51 % with credit loss discounts ranging from 0 % to 22 % at December 31, 2025.

MSRs — Fair value for MSRs is determined utilizing a valuation model which calculates the fair value of each servicing right based on the present value of estimated future cash flows. The Company uses a discount rate commensurate with the risk associated with each servicing right, given current market conditions. At December 31, 2025, the Company classified $ 195.0 million of MSRs as Level 3. The weighted average discount rate used as an input to value the pool of MSRs at December 31, 2025 was 9.83 % with discount rates applied ranging from 9 % to 15 %. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. The fair value of MSRs was also estimated based on other assumptions including prepayment speeds and the cost to service. Prepayment speeds ranged from 6 % to 86 % or a weighted average prepayment speed of 9.92 %. Further, for current and delinquent loans, the Company assumed a weighted average cost of servicing of $ 76 and $ 382 , respectively, per loan. Prepayment speeds and the cost to service are both inversely related to the fair value of MSRs as an increase in prepayment speeds or the cost to service results in a decreased valuation. See Note (6) “Mortgage Servicing Rights (“MSRs”)” for further discussion of MSRs.

Derivative instruments — The Company’s derivative instruments include swaps, collars and purchased options such as caps and floors, commitments to fund mortgages for sale into the secondary market (interest rate locks), forward commitments to end investors for the sale of mortgage loans, commodity future contracts and foreign currency contracts. Interest rate swaps, caps and collars and commodity future contracts are valued by a third party, using models that primarily use market observable inputs, such as yield curves and commodity prices prevailing at the measurement date, and are classified as Level 2 in the fair value hierarchy. The credit risk associated with derivative financial instruments that are subject to master netting agreements is measured on a net basis by counterparty portfolio. The fair value for mortgage-related derivatives is based on changes in mortgage rates from the date of the commitments. The fair value of foreign currency derivatives is computed based on change in foreign currency rates stated in the contract compared to those prevailing at the measurement date.

At December 31, 2025, the Company classified $ 3.4 million of derivative assets related to interest rate locks as Level 3. The fair value of interest rate locks is based on prices obtained for loans with similar characteristics from third parties, adjusted for the pull-through rate, which represents the Company’s best estimate of the likelihood that a committed loan will ultimately

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fund. The weighted-average pull-through rate at December 31, 2025 was 83.02 % with pull-through rates applied ranging from 10 % to 100 %. Pull-through rates are directly related to the fair value of interest rate locks as an increase in the pull-through rate results in an increased valuation.

Nonqualified deferred compensation assets — The underlying assets relating to the nonqualified deferred compensation plan are included in a trust and primarily consist of non-exchange traded institutional funds which are priced based by an independent third party service. These assets are classified as Level 2 in the fair value hierarchy.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis for the periods presented:

  December 31, 2025
(In thousands) Total Level 1 Level 2 Level 3
Available-for-sale securities
U.S. Treasury $ 7,035   $ 7,035   $ —   $ —  
U.S. government agencies 47,471   —   47,471   —  
Municipal 162,166   —   62,563   99,603  
Corporate notes 77,295   —   77,295   —  
Mortgage-backed 5,942,296   —   5,942,296   —  

Equity securities with readily determinable fair value 63,770   55,704   8,066   —  
Mortgage loans held-for-sale 340,745   —   286,931   53,814  
Loans held-for-investment 151,590   —   95,390   56,200  
MSRs 195,023   —   —   195,023  
Nonqualified deferred compensation assets 18,112   —   18,112   —  
Derivative assets 179,667   —   176,251   3,416  
Total $ 7,185,170   $ 62,739   $ 6,714,375   $ 408,056  
Derivative liabilities $ 123,774   $ —   $ 123,774   $ —  

  December 31, 2024
(In thousands) Total Level 1 Level 2 Level 3
Available-for-sale securities
U.S. Treasury $ 37,907   $ 37,907   $ —   $ —  
U.S. government agencies 44,945   —   44,945   —  
Municipal 184,593   —   62,986   121,607  
Corporate notes 81,162   —   81,162   —  
Mortgage-backed 3,792,875   —   3,792,875   —  
Trading account securities 4,072   —   4,072   —  
Equity securities with readily determinable fair value 215,412   207,346   8,066   —  
Mortgage loans held-for-sale 331,261   —   270,862   60,399  
Loans held-for-investment 158,795   —   123,899   34,896  
MSRs 203,788   —   —   203,788  
Nonqualified deferred compensation assets 16,653   —   16,653   —  
Derivative assets 200,027   —   198,077   1,950  
Total $ 5,271,490   $ 245,253   $ 4,603,597   $ 422,640  
Derivative liabilities $ 241,750   $ —   $ 241,750   $ —  

The aggregate remaining contractual principal balance outstanding as of December 31, 2025 and 2024 for mortgage loans held- for-sale measured at fair value under ASC 825 was $ 343.3 million and $ 335.9 million, respectively, while the aggregate fair value of mortgage loans held-for-sale was $ 340.7 million and $ 331.3 million, respectively, as shown in the above tables. At December 31, 2025, approximately $ 700,000 of mortgage loans held-for-sale were classified as nonaccrual compared to $ 4.0 million as of December 31, 2024. Additionally, there were $ 53.1 million of loans past due greater than 90 days and still accruing interest within the mortgage loans held-for-sale portfolio as of December 31, 2025 compared to $ 59.3 million as of December 31, 2024. All of the nonaccrual loans and loans past due greater than 90 days and still accruing within the mortgage

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loans held-for-sale portfolio as of December 31, 2025 and December 31, 2024 were individual delinquent mortgage loans bought back from GNMA at the unconditional option of the Company as servicer for those loans.

The aggregate remaining contractual principal balance outstanding as of December 31, 2025 and 2024 for loans held-for-investment measured at fair value under ASC 825 was $ 148.1 million and $ 157.8 million, respectively, while the aggregate fair value of loans held-for-investment was $ 151.6 million and $ 158.8 million, respectively, as shown in the above tables.

The changes in Level 3 assets measured at fair value on a recurring basis during the years ended December 31, 2025 and 2024 are summarized as follows:

(In thousands) Municipal Mortgage loans held-for-sale Loans held-for-investment MSRs Derivative assets
Balance at January 1, 2025
$ 121,607   $ 60,399   $ 34,896   $ 203,788   $ 1,950  
Total net gains (losses) included in:
Net income (1)
—   1,829   555   ( 8,765 ) 1,466  
Other comprehensive income or loss ( 12,178 ) —   —   —   —  
Purchases 42,387   —   —   —   —  

Settlements ( 52,213 ) ( 105,867 ) ( 35,591 ) —   —  
Net transfers into Level 3 —   97,453   56,340   —   —  
Balance at December 31, 2025
$ 99,603   $ 53,814   $ 56,200   $ 195,023   $ 3,416  

(In thousands) Municipal Mortgage loans held-for-sale Loans held-for-investment MSRs Derivative assets
Balance at January 1, 2024
$ 86,237   $ 26,835   $ 60,670   $ 192,456   $ 4,510  
Total net gains (losses) included in:
Net income (1)
—   370   ( 43 ) 11,332   ( 2,560 )
Other comprehensive income or loss ( 11,212 ) —   —   —   —  
Purchases 84,839   —   —   —   —  

Settlements ( 38,257 ) ( 48,555 ) ( 43,525 ) —   —  
Net transfers into Level 3 —   81,749   17,794   —   —  
Balance at December 31, 2024
$ 121,607   $ 60,399   $ 34,896   $ 203,788   $ 1,950  

(1) Changes in the balance of mortgage loans held-for-sale, MSRs and derivative assets related to fair value adjustments are recorded as components of mortgage banking revenue. Changes in the balance of loans held-for-investment related to fair value adjustments are recorded as other non-interest income.

Also, the Company may be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with GAAP. These adjustments to fair value usually result from impairment charges on individual assets. For assets measured at fair value on a non-recurring basis that were still held in the balance sheet at the end of the period, the following table provides the carrying value of the related individual assets or portfolios at December 31, 2025.
 

  December 31, 2025 Year Ended
December 31, 2025
Fair Value Losses
Recognized, net

(In thousands) Total Level 1 Level 2 Level 3
Individually assessed loans - foreclosure probable and collateral-dependent $ 137,209   $ —   $ —   $ 137,209   $ 61,222  
Other real estate owned (1)
20,839   —   —   20,839   2,668  
Total $ 158,048   $ —   $ —   $ 158,048   $ 63,890  

(1) Net fair value losses recognized on other real estate owned include valuation adjustments and charge-offs during the respective period.

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Individually assessed loans — In accordance with ASC 326, the allowance for credit losses for loans and other financial assets held at amortized cost should be measured on a collective or pooled basis when such assets exhibit similar risk characteristics. In instances in which a financial asset does not exhibit similar risk characteristics to a pool, the Company is required to measure such allowance for credit losses on an individual asset basis. For the Company’s loan portfolio, nonaccrual loans are considered to not exhibit similar risk characteristics as pools and thus are individually assessed. Credit losses are measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the fair value of the underlying collateral. Individually assessed loans are considered a fair value measurement where an allowance for credit loss is established based on the fair value of collateral. Appraised values on relevant real estate properties, which may require adjustments to market-based valuation inputs, are generally used on foreclosure probable and collateral-dependent loans within the real estate portfolios.

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs of individually assessed loans. For more information on individually assessed loans refer to Note (5) “Allowance for Credit Losses”. At December 31, 2025, the Company had $ 137.2  million of individually assessed loans classified as Level 3. All of the $ 137.2  million of individually assessed loans were measured at fair value based on the underlying collateral of the loan as shown in the table above. None were valued based on discounted cash flows in accordance with ASC 310,”Receivables.”

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. Other real estate owned is recorded at its estimated fair value less estimated selling costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs charged to the allowance for loan losses. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in other non-interest expense. Gains and losses upon sale, if any, are also charged to other non-interest expense. Fair value is generally based on third party appraisals and internal estimates that are adjusted by a discount representing the estimated cost of sale and is therefore considered a Level 3 valuation.

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs for other real estate owned. At December 31, 2025, the Company had $ 20.8 million of other real estate owned classified as Level 3. The unobservable input applied to other real estate owned relates to the 10 % reduction to the appraisal value representing the estimated cost of sale of the foreclosed property. A higher discount for the estimated cost of sale results in a decreased carrying value.

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The valuation techniques and significant unobservable inputs used to measure both recurring and non-recurring Level 3 fair value measurements at December 31, 2025 were as follows:

(Dollars in thousands) Fair Value Valuation Methodology Significant Unobservable Input Input / Range
of Inputs Weighted
Average
of Inputs Impact to valuation from an increased 
or higher input value

Measured at fair value on a recurring basis:
Municipal securities $ 99,603   Bond pricing Equivalent rating BBB-AA+ N/A Increase
Mortgage loans held-for-sale 53,814   Discounted cash flows Discount rate 5.02   % 5.02   % Decrease
Credit discount 0 % - 35 %
0.92   % Decrease
Loans held-for-investment 56,200   Discounted cash flows Discount rate 5.02 % - 6.00 %
5.12   % Decrease
Credit discount 0 % - 22 %
1.51   % Decrease
Constant prepayment rate (CPR) - current loans 9.92   % 9.92   % Decrease
Average life - delinquent loans (in years) 1.4 years - 12.0 years
5.9 years Decrease
MSRs 195,023   Discounted cash flows Discount rate 9 % - 15 %
9.83   % Decrease
Constant prepayment rate (CPR) 6 % - 86 %
9.92   % Decrease
Cost of servicing $ 70 - $ 200
$ 76   Decrease
Cost of servicing - delinquent $ 200 - $ 1,000
$ 382   Decrease
Derivatives 3,416   Discounted cash flows Pull-through rate 10 % - 100 %
83.02   % Increase

Measured at fair value on a non-recurring basis:
Individually assessed loans - foreclosure probable and collateral-dependent 137,209   Appraisal value Appraisal adjustment - cost of sale 10   % 10.00   % Decrease
Other real estate owned 20,839   Appraisal value Appraisal adjustment - cost of sale 10   % 10.00   % Decrease

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The Company is required under applicable accounting guidance to report the fair value of all financial instruments on the Consolidated Statements of Condition, including those financial instruments carried at cost. The table below presents the carrying amounts and estimated fair values of the Company’s financial instruments as of the dates shown:

  December 31, 2025 December 31, 2024
(In thousands) Carrying
Value Fair
Value Carrying
Value Fair
Value
Financial Assets:
Cash and cash equivalents $ 467,938   $ 467,938   $ 458,536   $ 458,536  

Interest-bearing deposits with banks 3,180,553   3,180,553   4,409,753   4,409,753  
Available-for-sale securities 6,236,263   6,236,263   4,141,482   4,141,482  
Held-to-maturity securities 3,343,905   2,785,147   3,613,263   2,910,550  
Trading account securities —   —   4,072   4,072  
Equity securities with readily determinable fair value 63,770   63,770   215,412   215,412  
FHLB and FRB stock, at cost 291,881   291,881   281,407   281,407  
Brokerage customer receivables —   —   18,102   18,102  
Mortgage loans held-for-sale, at fair value 340,745   340,745   331,261   331,261  
Loans held-for-investment, at fair value 151,590   151,590   158,795   158,795  
Loans held-for-investment, at amortized cost 52,953,511   52,383,501   47,896,242   47,070,249  
Nonqualified deferred compensation assets 18,112   18,112   16,653   16,653  
Derivative assets 179,667   179,667   200,027   200,027  
Accrued interest receivable and other 552,197   552,197   563,625   563,625  
Total financial assets $ 67,780,132   $ 66,651,364   $ 62,308,630   $ 60,779,924  
Financial Liabilities:
Non-maturity deposits $ 47,839,241   $ 47,839,241   $ 43,092,318   $ 43,092,318  
Deposits with stated maturities 9,877,950   9,890,485   9,420,031   9,423,976  
FHLB advances 3,451,309   3,472,538   3,151,309   3,153,524  
Other borrowings 477,966   478,072   534,803   534,406  
Subordinated notes 298,636   296,487   298,283   286,683  
Junior subordinated debentures 253,566   253,591   253,566   253,588  
Derivative liabilities 123,774   123,774   241,750   241,750  
Accrued interest payable 62,884   62,884   48,364   48,364  
Total financial liabilities $ 62,385,326   $ 62,417,072   $ 57,040,424   $ 57,034,609  

Not all the financial instruments listed in the table above are subject to the disclosure provisions of ASC 820, as certain assets and liabilities result in their carrying value approximating fair value. These include cash and cash equivalents, interest bearing deposits with banks, brokerage customer receivables, FHLB and FRB stock, accrued interest receivable and accrued interest payable and non-maturity deposits.

The following methods and assumptions were used by the Company in estimating fair values of financial instruments that were not previously disclosed.

Held-to-maturity securities — Held-to-maturity securities include U.S. government-sponsored agency securities, municipal bonds issued by various municipal government entities primarily located in the Chicago metropolitan area, southern Wisconsin, and west Michigan and mortgage-backed securities. Fair values for held-to-maturity securities are typically based on prices obtained from independent pricing vendors. In accordance with ASC 820, the Company has generally categorized these held-to-maturity securities as a Level 2 fair value measurement. Fair values for certain other held-to-maturity securities are based on the bond pricing methodology discussed previously related to certain available-for-sale securities. In accordance with ASC 820, the Company has categorized these held-to-maturity securities as a Level 3 fair value measurement.

Loans held-for-investment, at amortized cost — Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are analyzed by type (commercial, residential real estate, etc.) and category within each type (construction, non-construction, franchise lending etc.). Each category is further segmented by interest rate type (fixed and variable). The fair value of both fixed and variable rate loans is estimated by discounting scheduled cash flows through the

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estimated maturity using estimated market discount rates that reflect credit and interest rate risks inherent in the loan. In accordance with ASC 820, the Company has categorized loans as a Level 3 fair value measurement.

Deposits with stated maturities — The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently in effect for deposits of similar remaining maturities. In accordance with ASC 820, the Company has categorized deposits with stated maturities as a Level 3 fair value measurement.

FHLB advances — The fair value of FHLB advances is calculated using a discounted cash flow analysis based on current market rates of similar maturity debt securities to discount cash flows. In accordance with ASC 820, the Company has categorized FHLB advances as a Level 3 fair value measurement.

Subordinated notes — The fair value of the subordinated notes is based on a market price obtained from an independent pricing vendor. In accordance with ASC 820, the Company has categorized subordinated notes as a Level 2 fair value measurement.

Junior subordinated debentures — The fair value of the junior subordinated debentures is based on the discounted value of contractual cash flows. In accordance with ASC 820, the Company has categorized junior subordinated debentures as a Level 3 fair value measurement.

(23) Shareholders’ Equity

A summary of the Company’s common and preferred stock at December 31, 2025 and 2024 is as follows:

2025 2024
Common Stock:
Shares authorized 100,000,000   100,000,000  
Shares issued 67,062,182   66,560,182  
Shares outstanding 66,974,913   66,495,227  
Cash dividend per share $ 2.00   $ 1.80  
Preferred Stock:
Shares authorized 20,000,000   20,000,000  
Shares issued 17,000   5,011,500  
Shares outstanding 17,000   5,011,500  

The Company reserves shares of its authorized common stock specifically for the 2025 Plan, the ESPP and the DDFS. The reserved shares and these plans are detailed in Note (18) “Stock Compensation Plans and Other Employee Benefit Plans”.

Preferred Stock Redemption

On July 15, 2025, the Company redeemed all 5,000,000 issued and outstanding shares of the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”), for a redemption price of $ 25.00 per share or $ 125.0  million. Also, the Company redeemed all 11,500 issued and outstanding shares of 6.875 % Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”), and all of the related 11,500,000 issued and outstanding depositary shares (the “Depositary Shares”), each representing a 1/1,000 th interest in a share of Series E Preferred Stock, for a redemption price of $ 25,000 per share of Series E Preferred Stock (or $ 25.00 per Depositary Share) or $ 287.5  million. The regular quarterly dividends on the Series D Preferred Stock and the Series E Preferred Stock represented by the Depositary Shares were paid separately on July 15, 2025 to holders of record on July 1, 2025. Accordingly, the redemption price did not include any accrued and unpaid dividends.

Series F Preferred Stock

In May 2025, the Company issued 17,000 shares of fixed-rate reset non-cumulative perpetual preferred stock, Series F, liquidation preference $ 25,000 per share (the “Series F Preferred Stock”) as part of a $ 425 million public offering of 17,000,000 depository shares, each representing a 1/1,000 th interest in a share of Series F Preferred Stock. When, as and if declared, dividends on the Series F Preferred Stock are payable quarterly in arrears at a fixed rate of 7.875 % per annum starting October 15, 2025. The redemption of the Series D Preferred Stock and Series E Preferred Stock in July 2025 was funded with a portion of the net proceeds from the issuance of the Series F Preferred Stock.

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Other

At the January 2026 Board of Directors meeting, a quarterly cash dividend of $ 0.55 per share of common stock ($ 2.20 on an annualized basis) was declared. It was paid on February 19, 2026 to shareholders of record as of February 5, 2026.
Accumulated Other Comprehensive Income or Loss
The following tables summarize the components of other comprehensive income or loss, including the related income tax effects, and the related amount reclassified to net income for the years ended December 31, 2025, 2024 and 2023:

(In thousands) Accumulated
Unrealized
Gains (Losses) on Securities Accumulated
Unrealized
Gains (Losses) on Derivative
Instruments Accumulated
Foreign
Currency
Translation
Adjustments Total
Accumulated
Other
Comprehensive
Income (Loss)
Balance at January 1, 2025 $ ( 429,580 ) $ ( 11,227 ) $ ( 67,528 ) $ ( 508,335 )

Other comprehensive income during the period, net of tax, before reclassifications 136,899   49,070   14,691   200,660  
Amount reclassified from accumulated other comprehensive income or loss into net income, net of tax ( 118 ) 12,069   —   11,951  
Amount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax ( 30 ) —   —   ( 30 )
Net other comprehensive income during the period, net of tax $ 136,751   $ 61,139   $ 14,691   $ 212,581  
Balance at December 31, 2025 $ ( 292,829 ) $ 49,912   $ ( 52,837 ) $ ( 295,754 )

Balance at January 1, 2024 $ ( 350,697 ) $ 32,049   $ ( 42,583 ) $ ( 361,231 )

Other comprehensive loss during the period, net of tax, before reclassifications ( 77,903 ) ( 96,872 ) ( 24,945 ) ( 199,720 )
Amount reclassified from accumulated other comprehensive income or loss into net income, net of tax ( 915 ) 53,596   —   52,681  
Amount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax ( 65 ) —   —   ( 65 )
Net other comprehensive loss during the period, net of tax $ ( 78,883 ) $ ( 43,276 ) $ ( 24,945 ) $ ( 147,104 )
Balance at December 31, 2024 $ ( 429,580 ) $ ( 11,227 ) $ ( 67,528 ) $ ( 508,335 )

Balance at January 1, 2023 $ ( 386,057 ) $ 7,381   $ ( 48,960 ) $ ( 427,636 )

Other comprehensive income (loss) during the period, net of tax, before reclassifications 36,214   ( 16,334 ) 6,377   26,257  
Amount reclassified from accumulated other comprehensive income or loss into net income, net of tax ( 699 ) 41,002   —   40,303  
Amount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax ( 155 ) —   —   ( 155 )
Net other comprehensive income during the period, net of tax $ 35,360   $ 24,668   $ 6,377   $ 66,405  
Balance at December 31, 2023 $ ( 350,697 ) $ 32,049   $ ( 42,583 ) $ ( 361,231 )

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Amount Reclassified from Accumulated Other Comprehensive Income or Loss for the Years Ended,

Details Regarding the Component of Accumulated Other Comprehensive Income or Loss December 31, Impacted Line on the Consolidated Statements of Income
2025 2024 2023
(In thousands)
Accumulated unrealized gains on available-for-sale securities
Gains included in net income $ 159   $ 1,236   $ 951   Gains (losses) on investment securities, net
159   1,236   951   Income before taxes
Tax effect ( 41 ) ( 321 ) ( 252 ) Income tax expense
Net of tax $ 118   $ 915   $ 699   Net income

Accumulated unrealized gains (losses) on derivative instruments
Amount reclassified to interest income on loans $ 29,611   $ 87,306   $ 74,616   Interest on loans
Amount reclassified to interest expense on deposits ( 13,300 ) ( 14,632 ) ( 19,559 ) Interest on deposits
Amount reclassified to interest expense on other borrowings —   —   789   Interest on other borrowings

( 16,311 ) ( 72,674 ) ( 55,846 ) Income before taxes
Tax effect 4,242   19,078   14,844   Income tax expense
Net of tax $ ( 12,069 ) $ ( 53,596 ) $ ( 41,002 ) Net income

(24) Segment Information

The Company’s operations consist of three primary segments: community banking, specialty finance and wealth management.

The three reportable segments are strategic business units that are separately managed as they offer different products and services and have different marketing strategies. In addition, each segment’s customer base has varying characteristics and each segment has a different regulatory environment. While the Company’s management monitors each of the sixteen bank subsidiaries’ operations and profitability separately, these subsidiaries have been aggregated into one reportable operating segment due to the similarities in products and services, customer base, operations, profitability measures and economic characteristics.

For purposes of internal segment profitability, management allocates certain intersegment and parent company balances. Management allocates a portion of revenues to the specialty finance segment related to loans and leases originated by the specialty finance segment and sold or assigned to the community banking segment. Similarly, for purposes of analyzing the contribution from the wealth management segment, management allocates a portion of the net interest income earned by the community banking segment on deposit balances of customers of the wealth management segment to the wealth management segment. See Note (10) “Deposits” for more information on these deposits. Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment’s risk-weighted assets.

The segment financial information provided in the following tables has been derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. The accounting policies of the segments are substantially similar to those described in Note (1) “Summary of Significant Accounting Policies”.

Our Chief Executive Officer is our chief operating decision maker (“CODM”). The CODM uses income before taxes to review segment performance and allocate resources for each reportable segment. Financial information regarding each significant segment expense outlined below is regularly provided (at least monthly) to the CODM. For community banking and specialty finance segments, ‘Interest expense’ is a significant segment expense. Additionally, for each of the three reportable segments, ‘Salaries’, ‘Commissions and incentive compensation’ and ‘Benefits’ are significant segment expenses.

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The following is a summary of certain operating information for reportable segments:

(In thousands)
Community
Banking Specialty
Finance Wealth
Management Total Operating Segments Intersegment Eliminations Consolidated
2025
Interest income $ 3,223,220   $ 420,528   $ 38,147   $ 3,681,895   $ 46,138   $ 3,728,033  
Interest expense 1,462,186   41,131   664   1,503,981   —   1,503,981  
Net interest income 1,761,034   379,397   37,483   2,177,914   46,138   2,224,052  
Provision for credit losses 89,050   6,503   —   95,553   —   95,553  
Non-interest income 310,981   129,713   154,387   595,081   ( 93,141 ) 501,940  
Non-interest expense:
Salaries 390,817   64,829   38,966   494,612   1,958   496,570  
Commissions and incentive compensation 133,733   38,911   49,124   221,768   —   221,768  
Benefits 122,421   22,167   10,366   154,954   —   154,954  
Other segment expenses (1)
553,208   96,812   37,681   687,701   ( 48,961 ) 638,740  
Total non-interest expense 1,200,179   222,719   136,137   1,559,035   ( 47,003 ) 1,512,032  
Income before taxes 782,786   279,888   55,733   1,118,407   —   1,118,407  
Income tax expense 206,119   74,589   13,855   294,563   —   294,563  
Net income $ 576,667   $ 205,299   $ 41,878   $ 823,844   $ —   $ 823,844  
Total assets at end of year $ 57,333,741   $ 12,502,367   $ 1,305,938   $ 71,142,046   $ —   $ 71,142,046  

2024
Interest income $ 3,001,500   $ 405,317   $ 30,765   $ 3,437,582   $ 40,015   $ 3,477,597  
Interest expense 1,465,237   49,030   795   1,515,062   —   1,515,062  
Net interest income 1,536,263   356,287   29,970   1,922,520   40,015   1,962,535  
Provision for credit losses 88,345   12,702   —   101,047   —   101,047  
Non-interest income 279,845   119,339   168,134   567,318   ( 78,993 ) 488,325  
Non-interest expense:
Salaries 364,144   61,070   38,989   464,203   1,769   465,972  
Commissions and incentive compensation 130,516   36,130   48,873   215,519   —   215,519  
Benefits 106,994   18,686   9,937   135,617   —   135,617  
Other segment expenses (1)
500,327   91,479   34,557   626,363   ( 40,747 ) 585,616  
Total non-interest expense 1,101,981   207,365   132,356   1,441,702   ( 38,978 ) 1,402,724  
Income before taxes 625,782   255,559   65,748   947,089   —   947,089  
Income tax expense 167,072   69,214   15,758   252,044   —   252,044  
Net income $ 458,710   $ 186,345   $ 49,990   $ 695,045   $ —   $ 695,045  
Total assets at end of year $ 52,500,643   $ 11,234,012   $ 1,145,013   $ 64,879,668   $ —   $ 64,879,668  

2023
Interest income $ 2,462,103   $ 362,035   $ 33,867   $ 2,858,005   $ 35,109   $ 2,893,114  
Interest expense 1,021,128   32,991   1,131   1,055,250   —   1,055,250  
Net interest income 1,440,975   329,044   32,736   1,802,755   35,109   1,837,864  
Provision for credit losses 104,895   9,495   —   114,390   —   114,390  
Non-interest income 263,023   105,992   136,561   505,576   ( 71,470 ) 434,106  
Non-interest expense:
Salaries 340,993   57,024   39,129   437,146   1,666   438,812  
Commissions and incentive compensation 110,986   30,395   40,720   182,101   —   182,101  
Benefits 100,190   17,070   9,840   127,100   —   127,100  
Other segment expenses (1)
484,263   82,024   36,226   602,513   ( 38,027 ) 564,486  
Total non-interest expense 1,036,432   186,513   125,915   1,348,860   ( 36,361 ) 1,312,499  
Income before taxes 562,671   239,028   43,382   845,081   —   845,081  
Income tax expense 148,612   63,484   10,359   222,455   —   222,455  
Net income $ 414,059   $ 175,544   $ 33,023   $ 622,626   $ —   $ 622,626  
Total assets at end of year $ 44,355,786   $ 10,664,887   $ 1,239,261   $ 56,259,934   $ —   $ 56,259,934  

(1) Other segment items include non-interest expense categories such as ‘Software & Equipment’, ‘Data processing’, ‘Advertising and Marketing’, ‘FDIC Insurance’, and ‘Occupancy’. See “Non-Interest Expense” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report on Form 10-K for further discussion on non-interest expense.

163

(25) Condensed Parent Company Financial Statements

Condensed parent company only financial statements of Wintrust follow:

Statements of Financial Condition

  December 31,
(In thousands) 2025 2024
Assets
Cash $ 281,521   $ 196,969  
Available-for-sale debt securities and equity securities with readily determinable fair value 19,354   16,240  
Investment in and receivable from subsidiaries 7,399,171   6,674,426  

Goodwill 8,371   8,371  
Other assets 348,745   371,284  
Total assets $ 8,057,162   $ 7,267,290  

Liabilities and Shareholders’ Equity
Other liabilities $ 190,386   $ 171,275  
Subordinated notes 298,636   298,283  
Other borrowings 55,859   199,869  
Junior subordinated debentures 253,566   253,566  
Shareholders’ equity 7,258,715   6,344,297  
Total liabilities and shareholders’ equity $ 8,057,162   $ 7,267,290  

Statements of Income

  Years Ended December 31,
(In thousands) 2025 2024 2023
Income
Dividends and other revenue from subsidiaries $ 661,436   $ 548,232   $ 433,784  

Other income (losses) 4,198   ( 1,781 ) 1,729  
Total income $ 665,634   $ 546,451   $ 435,513  

Expenses
Interest expense $ 41,911   $ 49,306   $ 53,612  
Salaries and employee benefits 188,657   159,725   145,011  
Other expenses 188,920   182,255   160,259  
Total expenses $ 419,488   $ 391,286   $ 358,882  
Income before income taxes and equity in undistributed income of subsidiaries $ 246,146   $ 155,165   $ 76,631  
Income tax benefit 89,010   79,684   72,260  
Income before equity in undistributed net income of subsidiaries $ 335,156   $ 234,849   $ 148,891  
Equity in undistributed net income of subsidiaries 488,688   460,196   473,735  
Net income $ 823,844   $ 695,045   $ 622,626  

164

Statements of Cash Flows

  Years Ended December 31,
(In thousands) 2025 2024 2023
Operating Activities:
Net income $ 823,844   $ 695,045   $ 622,626  
Adjustments to reconcile net income to net cash provided by operating activities

(Losses) gains on available-for-sale debt securities and equity securities with readily determinable fair value, net ( 2,442 ) 913   ( 442 )

Depreciation and amortization 38,933   35,627   25,840  
Deferred income tax benefit (expense) 6,203   ( 9,449 ) ( 6,176 )
Stock-based compensation expense 17,772   16,401   14,154  

Decrease (increase) in other assets 21,987   ( 3,862 ) ( 3,978 )
Increase (decrease) in other liabilities 12,892   8,802   ( 6,059 )
Equity in undistributed net income of subsidiaries ( 488,688 ) ( 460,196 ) ( 473,735 )
Net Cash Provided by Operating activities $ 430,501   $ 283,281   $ 172,230  

Investing Activities:

Net cash paid in business combination $ —   $ ( 38 ) $ —  
Other investing activity, net ( 39,546 ) ( 37,764 ) ( 25,965 )
Net Cash Used for Investing Activities $ ( 39,546 ) $ ( 37,802 ) $ ( 25,965 )

Financing Activities:
Decrease in other borrowings and junior subordinated debentures, net $ ( 142,845 ) $ ( 30,668 ) $ ( 30,641 )

Repayment of subordinated note —   ( 140,000 ) —  

Proceeds from issuance of Series F Preferred Stock, net 414,148   —   —  
Redemption of Series D and Series E Preferred Stock, net ( 412,500 ) —   —  
Issuance of common shares resulting from exercise of stock options, employee stock purchase plan and director compensation plan 7,220   6,694   8,309  
Dividends paid ( 169,423 ) ( 143,280 ) ( 125,690 )

Common stock repurchases for tax withholdings related to stock-based compensation ( 3,003 ) ( 3,936 ) ( 1,913 )
Net Cash Used for Financing activities $ ( 306,403 ) $ ( 311,190 ) $ ( 149,935 )

Net Increase (Decrease) in Cash and Cash Equivalents $ 84,552   $ ( 65,711 ) $ ( 3,670 )
Cash and Cash Equivalents at Beginning of Year 196,969   262,680   266,350  
Cash and Cash Equivalents at End of Year $ 281,521   $ 196,969   $ 262,680  

165

(26) Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for 2025, 2024 and 2023:
 

(In thousands, except per share data)    2025 2024 2023
Net income $ 823,844   $ 695,045   $ 622,626  
Less: Preferred stock dividends 35,644   27,964   27,964  
Less: Preferred stock redemption 14,046   —   —  

Net income applicable to common shares (A) $ 774,154   $ 667,081   $ 594,662  

Weighted average common shares outstanding (B) 66,896   63,685   61,149  
Effect of dilutive potential common shares:
Common stock equivalents
998   1,016   938  

Weighted average common shares and effect of dilutive potential common shares (C) 67,894   64,701   62,087  
Net income per common share:
Basic (A/B) $ 11.57   $ 10.47   $ 9.72  
Diluted (A/C) 11.40   10.31   9.58  

Potentially dilutive common shares can result from stock options, restricted stock unit awards and shares to be issued under the ESPP and the DDFS Plan, being treated as if they had been either exercised or issued, computed by application of the treasury stock method. While potentially dilutive common shares are typically included in the computation of diluted earnings per share, potentially dilutive common shares are excluded from this computation in periods in which the effect would reduce the loss per share or increase the income per share.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company made no changes in and had no disagreements with its independent accountants during the two most recent fiscal years or any subsequent interim period.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective, in ensuring the information relating to the Company (and its consolidated subsidiaries) required to be disclosed by the Company in the reports it files or submits under the Exchange Act was recorded, processed, summarized and reported in a timely manner.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

166

Report on Management’s Assessment of Internal Control Over Financial Reporting

Wintrust Financial Corporation is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this Annual Report on Form 10-K. The consolidated financial statements and notes included in this Annual Report on Form 10-K have been prepared in conformity with generally accepted accounting principles in the United States and necessarily include some amounts that are based on management’s best estimates and judgments.

We, as management of Wintrust Financial Corporation, are responsible for establishing and maintaining adequate internal control over financial reporting that is designed to produce reliable financial statements in conformity with generally accepted accounting principles in the United States. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management assessed the Company’s system of internal control over financial reporting as of December 31, 2025, in relation to criteria for the effective internal control over financial reporting as described in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO Criteria). Based on this assessment, management concluded that, as of December 31, 2025, the Company's system of internal control over financial reporting is effective and meets the criteria of the COSO Criteria.

Ernst & Young LLP (PCAOB ID 42 ), the independent registered public accounting firm that audited the Company's financial statements included in this Annual Report on Form 10-K, has issued an attestation report on management’s assessment of the Corporation’s internal control over financial reporting. Their report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

/s/ Timothy S. Crane   /s/ David L. Stoehr
Timothy S. Crane   David L. Stoehr
President and   Executive Vice President &
Chief Executive Officer   Chief Financial Officer

Rosemont, Illinois
February 26, 2026

167

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Wintrust Financial Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Wintrust Financial Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Wintrust Financial Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report on Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Chicago, Illinois
February 26, 2026

168

ITEM 9B. OTHER INFORMATION

Securities Trading Plans of Directors and Officers

During the three months ended December 31, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408(a) of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required in response to this item will be contained in the Company’s Proxy Statement for its Annual Meeting of Shareholders to be held May 28, 2026 (the “Proxy Statement”) under the captions “Proposal No. 1 - Election of Directors,” “Executive Officers of the Company,” “Board of Directors, Committees and Governance” and “Delinquent Section 16(a) Reports” and is incorporated herein by reference.

The Company has adopted a Corporate Code of Ethics which complies with the rules of the SEC and the listing standards of the Nasdaq Global Select Market. The code applies to all of the Company’s directors, officers and employees and is posted on the Company’s website (www.wintrust.com), under the “ Corporate Governance ” section of the “ Investor Relations ” tab. The Company will post on its website any amendments to, or waivers from, its Corporate Code of Ethics as the code applies to its directors or executive officers.

The Company has adopted an insider trading policy and procedures applicable to our directors, officers, employees and other covered persons, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. The Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required in response to this item will be contained in the Company’s Proxy Statement under the captions “Executive Compensation - Compensation Discussion & Analysis,” “Director Compensation” “ Compensation Committee Interlocks and Insider Participation ” “CEO Pay Ratio Disclosure” and “Compensation Committee Report” and is incorporated herein by reference. The information included under the heading “Compensation Committee Report” in the Proxy Statement shall not be deemed “soliciting” materials or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.

169

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to security ownership of certain beneficial owners and management is incorporated by reference to the materials under the caption “Security Ownership of Certain Beneficial Owners, Directors and Management” that will be included in the Company’s Proxy Statement.

The following table summarizes information as of December 31, 2025, relating to the Company’s equity compensation plans pursuant to which common stock is authorized for issuance:

EQUITY COMPENSATION PLAN INFORMATION    
   

Plan Category Number of
securities to be issued
upon exercise of
outstanding options,
warrants and rights
(a) Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by security holders
WTFC 1997 Stock Incentive Plan, as amended 85,000  — — 
WTFC 2007 Stock Incentive Plan 2,876  — — 
WTFC 2015 Stock Incentive Plan 23,147  — — 
WTFC 2022 Stock Incentive Plan 1,318,422  — — 
WTFC 2025 Stock Incentive Plan 18,921  — 2,185,493 
WTFC Employee Stock Purchase Plan —  — 109,826 
WTFC Directors Deferred Fee and Stock Plan —  — 337,499 
1,448,366  — 2,632,818 
Equity compensation plans not approved by security holders (1)

N/A —  — — 
Total 1,448,366  — 2,632,818 

(1) Excludes 5,675 shares of the Company’s common stock issuable pursuant to the exercise of options granted under the plan of STC Bancshares Corporation. The weighted average exercise price of these options is $44.81. No additional awards will be made under this plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required in response to this item will be contained in the Company’s Proxy Statement under the caption “Related Person Transactions” and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required in response to this item will be contained in the Company’s Proxy Statement under the caption “Audit and Non-Audit Fees Paid” and is incorporated herein by reference.

170

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this Annual Report on Form 10-K.

1 Financial Statements

The following financial statements of Wintrust Financial Corporation, incorporated herein by reference to Item 8, Financial Statements and Supplementary Data:
• Consolidated Statements of Condition as of December 31, 2025 and 2024
• Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023
• Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023
• Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
• Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
• Notes to Consolidated Financial Statements
• Report of Independent Registered Public Accounting Firm

2 Financial Statement Schedules

Financial statement schedules have been omitted as they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto.

3 Exhibits (Exhibits marked with a “*” denote management contracts or compensatory plans or arrangements)

Exhibit No. Exhibit Description

3.1
Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, Exhibits 3.1 and 3.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 29, 2011 and Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).

3.2
Certificate of Designation of Wintrust Financial Corporation filed on May 9, 2025 with the Secretary of the State of Illinois designating the preferences, limitation, voting powers and relative rights of the Series F Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 14, 2025).

3.3
Statement of Resolution of the Board or Directors of Wintrust Financial Corporation Regarding the Series D Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2025).

3.4
Statement of Resolution of the Board or Directors of Wintrust Financial Corporation Regarding the Series E Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2025).

3.5
Amended and Restated By-laws of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2024).

4.1
Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 28, 2024).

4.2 Certain instruments defining the rights of the holders of long-term debt of the Company and certain of its subsidiaries, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the Company and its subsidiaries on a consolidated basis, have not been filed as Exhibits. The Company hereby agrees to furnish a copy of any of these agreements to the Securities and Exchange Commission upon request.

4.3
Form of Subordinated Indenture between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission on May 6, 2020).

171

4.4
Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 hereto).

4.5
Deposit Agreement, dated as of May 22, 2025, among Wintrust Financial Corporation, U.S. Bank Trust Company, National Association, as Depositary, and the holders from time to time of the Depositary Receipts issued thereunder (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 22, 2025).

4.6
First Supplemental Indenture, dated June 13, 2014 between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2014).

4.7
Second Supplemental Indenture, dated June 6, 2019 between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2019).

4.8
Form of 4.850% Subordinated Notes due 2029 (incorporated by reference to Exhibit A in Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 6, 2019).

10.1
Amended and Restated Credit Agreement, dated as of December 12, 2022, by and among Wintrust Financial Corporation, as Borrower, the lenders who are party to the Agreement and the lenders who may become a party to the Agreement pursuant to terms hereof, as Lenders, and Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2022).

10.2
First Amendment, dated as of July 17, 2023 to the Credit Agreement dated December 12, 2022, as amended and restated, among the Company, the lenders named therein, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 20, 2023).

10.3
Second Amendment, dated as of December 11, 2023 to the Credit Agreement dated December 12, 2022, as amended and restated, among the Company, the lenders named therein, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2023).

10.4
Third Amendment, dated as of December 6, 2024 to the Credit Agreement dated December 12, 2022, as amended and restated, among the Company, the lenders named therein, and U.S. Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 10, 2024).

10.5
Fourth Amendment, dated as of December 4, 2025 to the Credit Agreement dated December 12, 2022, as amended and restated, among the Company, the lenders named therein, and U.S. Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2025).

10.6
Fifth Amendment, dated as of December 4, 2025 to the Credit Agreement dated December 12, 2022, as amended and restated, among the Company, the lenders named therein, and U.S. Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2025).

10.7
Receivables Purchase Agreement, dated as of December 16, 2014, by and among First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company, in its capacity as Trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 19, 2014).

10.8
First Amending Agreement to the Receivables Purchase Agreement, dated December 15, 2015, by and among First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company, in its capacity as Trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.5 of the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 29, 2016).

172

10.9
Second Amending Agreement to the Receivables Purchase Agreement, dated September 9, 2016, by and among First Insurance Funding of Canada, Inc. and CIBC Mellon Trust Company, in its capacity as Trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.9 of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2018).

10.10
Third Amending Agreement to the Receivables Purchase Agreement, dated December 15, 2017, by and among First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company, in its capacity as Trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2017).

10.11
Fourth Amending Agreement to the Receivables Purchase Agreement, dated June 29, 2018, by and among First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company, in its capacity as Trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2018).

10.12
Fifth Amending Agreement to the Receivables Purchase Agreement, dated as of February 15, 2019 by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust, in its capacity as trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2019).

10.13
Sixth Amending Agreement to the Receivables Purchase Agreement, dated as of May 27, 2019 by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust, in its capacity as trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2019).

10.14
Seventh Amending Agreement to the Receivables Purchase Agreement, date as of January 15, 2020 by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust, in its capacity as trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2020).

10.15
Eighth Amending Agreement to the Receivables Purchase Agreement, dated May 20, 2020, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust, in its capacity as trustee of the PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2020).

10.16
Ninth Amending Agreement to the Receivables Purchase Agreement, dated January 15, 2021, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust, in its capacity as trustee of the PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2021).

10.17
Tenth Amending Agreement to the Receivables Purchase Agreement, dated as of May 2, 2022, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2022).

10.18
Eleventh Amending Agreement to the Receivables Purchase Agreement, dated as of May 31, 2023, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company in its capacity as trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2023).

10.19
Twelfth Amending Agreement to the Receivables Purchase Agreement, dated as of August 29, 2024, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company in its capacity as trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024).

10.20
Thirteenth Amending Agreement to the Receivables Purchase Agreement, dated as of December 15, 2025, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company in its capacity as trustee of PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2025).

10.21
Performance Guarantee, made as of December 16, 2014, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2014).

173

10.22
Performance Guarantee Confirmation, made as of December 15, 2017, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2017).

10.23
Performance Guarantee Confirmation, dated as of June 28, 2018, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2018).

10.24
Performance Guarantee Confirmation, dated as of February 15, 2019, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2019).

10.25
Performance Guarantee Confirmation, dated as of May 27, 2019, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2019).

10.26
Performance Guarantee Confirmation, dated as of January 15, 2020, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2020).

10.27
Performance Guarantee Confirmation, dated as of May 20, 2020, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2020).

10.28
Performance Guarantee Confirmation, dated as of January 15, 2021, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2021).

10.29
Performance Guarantee Confirmation, dated as of May 2, 2022, by the Company in favor of CIBC Mellon Trust Company, in its capacity as trustee of PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2022).

10.30
Performance Guarantee Confirmation, dated as of May 31, 2023, confirming the Performance Guarantee dates as of December 16, 2014, by and between the Company and PLAZA Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2023).

10.31
Performance Guarantee Confirmation, dated as of August 29, 2024, confirming the Performance Guarantee dated as of December 16, 2014, by and between the Company and Plaza Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024).

10.32
Performance Guarantee Confirmation, dated as of December 15, 2025, confirming the Performance Guarantee dated as of December 16, 2014, by and between the Company and Plaza Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2025).

10.33
Fee Letter dated as of December 15, 2025 by CIBC Mellon Trust Company, in its capacity as trustee of Plaza Trust, by its Financial Service Agent, Royal Bank of Canada and acknowledged by First Insurance Funding of Canada Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2025).

10.34
Junior Subordinated Indenture, dated as of August 2, 2005, between the Company and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2005).

10.35
Amended and Restated Trust Agreement, dated as of August 2, 2005, among the Company, as depositor, Wilmington Trust Company, as property trustee and Delaware trustee, and the Administrative Trustees listed therein (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2005).

10.36
Guarantee Agreement, dated as of August 2, 2005, between the Company, as Guarantor, and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2005).

174

10.37
Indenture, dated as of September 1, 2006, between the Company and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2006).

10.38
Amended and Restated Declaration of Trust, dated as of September 1, 2006, among the Company, as depositor, LaSalle Bank National Association, as institutional trustee, Christiana Bank & Trust Company, as Delaware trustee, and the Administrators listed therein (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2006).

10.39
Guarantee Agreement, dated as of September 1, 2006, between the Company, as Guarantor, and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2006).

10.40
Amended and Restated Employment Agreement, dated as of January 26, 2023, between the Company and Edward J. Wehmer (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2023).*

10.41
Amended and Restated Employment Agreement, dated December 19, 2008, between the Company and David A. Dykstra, Senior Executive Vice President and Chief Operating Officer (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 24, 2008).*

10.42
Amended and Restated Employment Agreement, dated December 19, 2008, between the Company and Richard B. Murphy, Executive Vice President and Chief Credit Officer (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 24, 2008).*

10.43
Amended and Restated Employment Agreement, dated December 19, 2008, between the Company and David L. Stoehr, Executive Vice President and Chief Financial Officer (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 24, 2008).*

10.44
Amended and Restated Employment Agreement, dated as of January 26, 2023, between the Company and Timothy S. Crane (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2023).*

10.45
Wintrust Financial Corporation 1997 Stock Incentive Plan (incorporated by reference to Appendix A of the Proxy Statement relating to the May 22, 1997 Annual Meeting of Shareholders of the Company).*

10.46
First Amendment to Wintrust Financial Corporation 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).*

10.47
Second Amendment to Wintrust Financial Corporation 1997 Stock Incentive Plan adopted by the Board of Directors on January 24, 2002 (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 1, 2004).*

10.48
Third Amendment to Wintrust Financial Corporation 1997 Stock Incentive Plan adopted by the Board of Directors on May 27, 2004 (incorporated by reference to Exhibit 99.4 of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 1, 2004).*

10.49
Wintrust Financial Corporation 2007 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on November 8, 2011).*

10.50
Wintrust Financial Corporation 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2015).*

10.51
Wintrust Financial Corporation 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2022).*

10.52
Wintrust Financial Corporation 2025 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2025).*

175

10.53
Form of Nonqualified Stock Option Agreement under the Company’s 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).*

10.54
Form of Nonqualified Stock Option Agreement under the Company’s 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarter Report on Form 10-Q for the quarter ended March 31, 2016).*

10.55
Form of Restricted Stock Unit Award, Agreement under Company’s 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).

10.56
Form of Performance Share Unit Award - Stock Settled under the Company's 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).*

10.57
Form of Performance Award Agreement - Share Settled under the Company's 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).*

10.58
Form of Performance Share Unit Award - Cash Settled under the Company's 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).*

10.59
Form of Performance Share Unit Award - Cash Settled under the Company's 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).*

10.60
Form of Performance Share Unit Agreement - Shares Settled under the Company’s 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2015).

10.61
Form of Performance Share Unit Award - Shares Settled - Deferral Option under the Company’s 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.30 of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016).*

10.62
Form of Performance Award Agreement - Shares Settled under Company’s 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).

176

10.63
Form of Performance Share Unit Award - Cash Settled - Deferral Option under the Company’s 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.31 the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016).*

10.64
Form of Performance Share Unit Agreement - Cash Settled under the Company’s 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2015).

10.65
Wintrust Financial Corporation Employee Stock Purchase Plan, as amended (incorporated by reference to Annex A of the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on April 24, 2012).*

10.66
Amended and Restated Wintrust Financial Corporation Employee Stock Purchase Plan, (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2018).*

10.67
Second Amended and Restated Wintrust Financial Corporation Employee Stock Purchase Plan, (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2021).*

10.68
Wintrust Financial Corporation Directors Deferred Fee and Stock Plan (incorporated by reference to Appendix B of the Proxy Statement relating to the May 24, 2001 Annual Meeting of Shareholders of the Company).*

10.69
Wintrust Financial Corporation 2005 Directors Deferred Fee and Stock Plan, as amended and restated (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 29, 2014).*

10.70
Form of Cash Incentive and Retention Award Agreement under the Company’s 2008 Long-Term Cash and Incentive Retention Plan with no Minimum Payout (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008).*

10.71
Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).

10.72
Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).

19.1
Wintrust Financial Corporation Insider Trading and Confidentiality Policy.

21.1
Subsidiaries of the Registrant.

23.1
Consent of Independent Registered Public Accounting Firm.

31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1
Policy on Recoupment of Incentive Compensation.

177

101.INS Inline XBRL Instance Document (1)

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 
(1) Includes the following financial information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

ITEM 16. FORM 10-K SUMMARY

None.

178

SIGNATURES
    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

  WINTRUST FINANCIAL CORPORATION (Registrant)

February 26, 2026     By:   /s/ TIMOTHY S. CRANE
      Timothy S. Crane, President and
      Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ H. PATRICK HACKETT, JR.
H. Patrick Hackett, Jr.
   Chairman of the Board of Directors   February 26, 2026

/s/ TIMOTHY S. CRANE
Timothy S. Crane
   President, Chief Executive Officer and Director
(Principal Executive Officer) February 26, 2026

/s/ DAVID L. STOEHR
David L. Stoehr
   Executive Vice President and Chief Financial Officer
(Principal Financial Officer)   February 26, 2026

/s/ JEFFREY D. HAHNFELD
Jeffrey D. Hahnfeld
Executive Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) February 26, 2026

/s/ ELIZABETH H. CONNELLY
Elizabeth H. Connelly
Director February 26, 2026

/s/ PETER D. CRIST
Peter D. Crist
   Director   February 26, 2026

/s/ WILLIAM J. DOYLE
William J. Doyle
   Director   February 26, 2026

/s/ MARLA F. GLABE
Marla F. Glabe
   Director   February 26, 2026

/s/ BRIAN A. KENNEY
Brian A. Kenney
Director February 26, 2026

/s/ LAURA A. KOHL
Laura A. Kohl
Director February 26, 2026

/s/ DEBORAH L. HALL LEFEVRE
Deborah L. Hall Lefevre
Director February 26, 2026

/s/ SUZET M. MCKINNEY
Suzet M. McKinney
   Director   February 26, 2026

/s/ DAVID S. RICHTER
David S. Richter
Director February 26, 2026

/s/ GREGORY A. SMITH
Gregory A. Smith
   Director   February 26, 2026

/s/ KARIN GUSTAFSON TEGLIA
Karin Gustafson Teglia
   Director   February 26, 2026

/s/ ALEX E. WASHINGTON, III
Alex E. Washington, III
Director February 26, 2026

179