10-Q – 2025-08-06 – wtfc-20250630.htm

Our commercial real estate loans are generally secured by a first mortgage lien and assignment of rents on the property. Since most of our bank branches are located in the Chicago metropolitan area, southern Wisconsin and west Michigan, 66.4% of our commercial real estate loan portfolio is located in this region as of June 30, 2025. We have been able to effectively manage our total non-performing commercial real estate loans, aided by our credit management process. As of June 30, 2025, our allowance for credit losses related to this portfolio was $224.4 million compared to $223.7 million as of June 30, 2024 . The increase in the allowance for credit losses is primarily a result of growth in the portfolio, offset by improvement in the macroeconomic scenario related to CREPI. The table below sets forth the commercial real estate loans by property type and owner vs. non-owner occupied.

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(In thousands) June 30, 2025 June 30, 2024
Commercial Real Estate: Owner Occupied Non-Owner Occupied Total % of Total Average Size of Loan Owner Occupied Non-Owner Occupied Total % of Total Average Size of Loan
Residential construction $ 3,015  $ 56,012  $ 59,027  1  % $ 542  $ 3,319  $ 51,700  $ 55,019  1  % $ 1,038 
Commercial construction 189,770  1,975,493  2,165,263  16  5,410  163,287  1,703,414  1,866,701  16  4,549 
Land 6,024  298,803  304,827  2  1,772  6,856  331,975  338,831  3  2,041 
Office 299,422  1,301,786  1,601,208  12  1,468  267,188  1,318,124  1,585,312  13  1,516 
Industrial 970,307  1,854,582  2,824,889  21  1,902  858,781  1,448,674  2,307,455  19  1,748 
Retail 342,588  1,109,763  1,452,351  11  1,247  315,027  1,050,726  1,365,753  11  1,219 
Multi-family 99,071  3,101,507  3,200,578  24  1,387  106,762  2,882,178  2,988,940  25  1,275 
Mixed use and other 597,354  1,086,513  1,683,867  13  1,214  455,304  983,882  1,439,186  12  1,128 
Total commercial real estate $ 2,507,551   $ 10,784,459   $ 13,292,010   100   % $ 1,638  $ 2,176,524  $ 9,770,673  $ 11,947,197  100  % $ 1,545 

The Company also participates in mortgage warehouse lending, which is included above within commercial, industrial and other, by providing interim funding to unaffiliated mortgage bankers to finance residential mortgages originated by such bankers for sale into the secondary market. The Company’s loans to the mortgage bankers are secured by the business assets of the mortgage companies as well as the specific mortgage loans funded by the Company, after they have been pre-approved for purchase by third party end lenders. The Company may also provide interim financing for packages of mortgage loans on a bulk basis in circumstances where the mortgage bankers desire to competitively bid on a number of mortgages for sale as a package in the secondary market.

Past Due Loans and Non-Performing Assets

Our ability to manage credit risk depends in large part on our ability to properly identify and manage problem loans. To do so, the Company operates a credit risk rating system under which our credit management personnel assigns a credit risk rating to each loan at the time of origination and review loans on a regular basis to determine each loan’s credit risk rating on a scale of 1 through 10 with higher scores indicating higher risk. Description of the Company’s credit risk rating structure used is included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2024 Form 10-K.

If based on current information and events, it is probable that the Company will be unable to collect all amounts due to it according to the contractual terms of the loan agreement, a loan is individually assessed for measuring the allowance for credit losses and, if necessary, a reserve is established. In determining the appropriate reserve for collateral-dependent loans, the Company considers the results of appraisals for the associated collateral.

Loan Portfolio Aging

As of June 30, 2025, excluding early buy-out loans guaranteed by U.S. government agencies, $92.1 million, or 0.2% of all loans, were 60 to 89 days (or two payments) past due and $163.3 million, or 0.3% of all loans, were 30 to 59 days (or one payment) past due. As of March 31, 2025, excluding early buy-out loans guaranteed by U.S. government agencies, $55.0 million, or 0.1% of all loans, were 60 to 89 days (or two payments) past due and $293.3 million, or 0.6% of all loans, were 30 to 59 days (or one payment) past due. Many of the commercial and commercial real estate loans shown as 60 to 89 days and 30 to 59 days past due are included on the Company’s internal problem loan reporting system. Loans on this system are closely monitored by management on a monthly basis. The Company's home equity and residential loan portfolios continue to exhibit low delinquency ratios. Home equity loans at June 30, 2025 that were current with regard to the contractual terms of the loan agreement represent 99.0% of the total home equity portfolio. Residential real estate loans, excluding early buy-out loans guaranteed by U.S. government agencies, at June 30, 2025 that were current with regards to the contractual terms of the loan agreements comprise 99.0% of total residential real estate loans outstanding. For more information regarding delinquent loans as of June 30, 2025, see Note (7) “Allowance for Credit Losses” in Item 1 of this report.

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Non-performing Assets (1)

The following table sets forth the Company's non-performing assets performing under the contractual terms of the loan agreement as of the dates shown.

(Dollars in thousands) June 30,
2025 March 31,
2025 June 30,
2024
Loans past due greater than 90 days and still accruing:
Commercial $ —   $ 46  $ 304 
Commercial real estate —   —  — 
Home equity —   —  — 
Residential real estate —   —  — 
Premium finance receivables—property and casualty 14,350   18,081  22,427 
Premium finance receivables—life insurance 327   2,962  — 
Consumer and other 184   98  121 
Total loans past due greater than 90 days and still accruing 14,861   21,187  22,852 
Nonaccrual loans:
Commercial 80,877   70,560  51,087 
Commercial real estate 32,828   26,187  48,289 
Home equity 1,780   2,070  1,100 
Residential real estate 28,047   22,522  18,198 
Premium finance receivables—property and casualty 30,404   29,846  32,722 
Premium finance receivables—life insurance —   —  — 
Consumer and other 41   18  3 
Total nonaccrual loans 173,977   151,203  151,399 
Total non-performing loans:
Commercial 80,877   70,606  51,391 
Commercial real estate 32,828   26,187  48,289 
Home equity 1,780   2,070  1,100 
Residential real estate 28,047   22,522  18,198 
Premium finance receivables—property and casualty 44,754   47,927  55,149 
Premium finance receivables—life insurance 327   2,962  — 
Consumer and other 225   116  124 
Total non-performing loans $ 188,838   $ 172,390  $ 174,251 
Other real estate owned 23,615   22,625  19,731 

Total non-performing assets $ 212,453   $ 195,015  $ 193,982 
Total non-performing loans by category as a percent of its own respective category’s period-end balance:
Commercial 0.49   % 0.44  % 0.36  %
Commercial real estate 0.25   0.20  0.40 
Home equity 0.38   0.45  0.31 
Residential real estate 0.71   0.61  0.59 
Premium finance receivables—property and casualty 0.54   0.66  0.78 
Premium finance receivables—life insurance 0.00   0.04  — 
Consumer and other 0.19   0.10  0.14 
Total non-performing loans 0.37   % 0.35  % 0.39  %
Total non-performing assets, as a percentage of total assets 0.31   % 0.30  % 0.32  %
Total nonaccrual loans as a percentage of total loans 0.34   % 0.31  % 0.34  %
Allowance for credit losses as a percentage of nonaccrual loans 262.71   % 296.25  % 288.69  %

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

At this time, management believes reserves are appropriate to absorb losses that are expected upon the ultimate resolution of these credits. Significant increases may occur in subsequent periods due to ongoing macroeconomic uncertainty and related impacts on borrowers. Management will continue to actively review and monitor its loan portfolios, in an effort to identify problem credits in a timely manner.

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Non-performing Loans Rollforward, excluding early buy-out loans guaranteed by U.S. government agencies

The table below presents a summary of non-performing loans for the periods presented:     
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
(In thousands) 2025 2024 2025 2024
Balance at beginning of period $ 172,390   $ 148,359  $ 170,823   $ 139,030 
Additions from becoming non-performing in the respective period 48,651   54,376  76,372   77,518 

Return to performing status (6,896) (912) (8,103) (1,402)
Payments received (5,602) (9,611) (21,567) (17,947)
Transfer to OREO and other repossessed assets (1,315) (6,945) (1,315) (8,326)
Charge-offs (11,734) (7,673) (20,334) (22,483)
Net change for premium finance receivables (6,656) (3,343) (7,038) 7,861 
Balance at end of period $ 188,838   $ 174,251  $ 188,838   $ 174,251 

Allowance for Credit Losses

The allowance for credit losses, specifically the allowance for loans losses and the allowance for unfunded commitment losses, represents management’s estimate of lifetime expected credit losses in the loan portfolio. The allowance for credit losses is determined quarterly using a methodology that incorporates important risk characteristics of each loan. A description of how the Company determines the allowance for credit losses is included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2024 Form 10-K.

Management determined that the allowance for credit losses was appropriate at June 30, 2025, and that the loan portfolio is well diversified and well secured, without undue concentration in any specific risk area. While this process involves a high degree of management judgment, the allowance for credit losses is based on a comprehensive, well documented, and consistently applied analysis of the Company’s loan portfolio. This analysis takes into consideration all available information existing as of the financial statement date, including environmental factors such as economic, industry, geographical and political factors, when considered applicable. The relative level of allowance for credit losses is reviewed and compared to industry peers. This review encompasses levels of total non-performing loans, portfolio mix, portfolio concentrations and overall levels of net charge-off. Historical trending of both the Company’s results and the industry peers is also reviewed to analyze comparative significance.

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Allowance for Credit Losses

The following table summarizes the activity in our allowance for credit losses, specifically related to loans and unfunded lending-related commitments, during the periods indicated.
 
Three Months Ended Six Months Ended
(Dollars in thousands) June 30,
2025 June 30,
2024 June 30,
2025 June 30,
2024
Allowance for credit losses at beginning of period $ 447,941   $ 427,175  $ 436,603   $ 427,265 

Provision for credit losses - other 22,282   39,899  46,256   61,590 

Other adjustments 180   (19) 184   (50)
Charge-offs:
Commercial 6,148   9,584  15,870   20,799 
Commercial real estate 5,711   15,526  6,165   20,995 
Home equity 111   —  111   74 
Residential real estate —   23  —   61 
Premium finance receivables - property & casualty 6,346   9,486  13,460   16,424 
Premium finance receivables - life insurance —   —  12   — 
Consumer and other 179   137  326   244 

Total charge-offs 18,495   34,756  35,944   58,597 
Recoveries:
Commercial 1,746   950  2,675   1,429 
Commercial real estate 10   90  22   121 
Home equity 30   35  246   64 
Residential real estate 2   8  138   10 
Premium finance receivables - property & casualty 3,335   3,658  6,822   5,177 
Premium finance receivables - life insurance —   5  —   13 
Consumer and other 32   24  61   47 

Total recoveries 5,155   4,770  9,964   6,861 
Net charge-offs (13,340) (29,986) (25,980) (51,736)
Allowance for credit losses at period end $ 457,063   $ 437,069  $ 457,063   $ 437,069 

Annualized net charge-offs (recoveries) by category as a percentage of its own respective category’s average:
Commercial 0.11   % 0.25  % 0.17   % 0.29  %
Commercial real estate 0.17   0.53  0.10   0.36 
Home equity 0.07   (0.04) (0.06) 0.01 
Residential real estate (0.00) 0.00  (0.01) 0.00 
Premium finance receivables - property & casualty 0.16   0.33  0.18   0.33 
Premium finance receivables - life insurance —   (0.00) 0.00   (0.00)
Consumer and other 0.44   0.56  0.44   0.49 

Total loans, net of unearned income 0.11   % 0.28  % 0.11   % 0.24  %

Loans at period-end $ 51,041,679   $ 44,675,531 
Allowance for loan losses as a percentage of loans at period end 0.77   % 0.81  %
Allowance for loan and unfunded loan-related commitment losses as a percentage of loans at period end 0.90   0.98 

See Note (7) “Allowance for Credit Losses” of the Consolidated Financial Statements presented under Item 1 of this report for further discussion of activity within the allowance for credit losses during the period and the relationship with respective loan balances for each loan category and the total loan portfolio.

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Other Real Estate Owned

In certain circumstances, the Company is required to take action against the real estate collateral of specific loans. The Company uses foreclosure only as a last resort for dealing with borrowers experiencing financial hardships. The Company employs extensive contact and restructuring procedures to attempt to find other solutions for our borrowers. The tables below present a summary of other real estate owned and show the activity for the respective periods and the balance for each property type:

Three Months Ended Six Months Ended
(In thousands) June 30,
2025 June 30,
2024 June 30, 2025 June 30,
2024
Balance at beginning of period $ 22,625   $ 14,538  $ 23,116   $ 13,309 
Disposal/resolved —   (1,752) —   (1,752)
Transfers in at fair value, less costs to sell 1,315   6,945  1,315   8,381 

Fair value adjustments (325) —  (816) (207)
Balance at end of period $ 23,615   $ 19,731  $ 23,615   $ 19,731 

Period End
(In thousands) June 30,
2025 March 31,
2025 June 30,
2024
Residential real estate $ —   $ —  $ 161 

Commercial real estate 23,615   22,625  19,570 
Total $ 23,615   $ 22,625  $ 19,731 

Deposits

Total deposits at June 30, 2025 were $55.8 billion, an increase of $7.8 billion, or 16%, compared to total deposits at June 30, 2024. See Note (10) “Deposits” to the Consolidated Financial Statements in Item 1 of this report for a summary of period end deposit balances.

The following table sets forth, by category, the maturity of time certificates of deposit as of June 30, 2025:

Time Certificates of Deposit
Maturity/Re-pricing Analysis
As of June 30, 2025

(Dollars in thousands)
Total Time
Certificates of
Deposits Weighted-Average
Rate of Maturing
Time Certificates
of Deposit
1-3 months $ 2,486,694   3.92   %
4-6 months 4,464,126   3.80  
7-9 months 2,187,365   3.74  
10-12 months 771,114   3.64  
13-18 months 262,094   3.41  
19-24 months 99,689   2.92  
24+ months 61,614   2.36  
Total $ 10,332,696   3.78   %

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The following table sets forth, by category, the composition of average deposit balances and the relative percentage of total average deposits for the periods presented:

Three Months Ended
June 30, 2025 March 31, 2025 June 30, 2024
(Dollars in thousands) Balance Percent Balance Percent Balance Percent
Non-interest-bearing $ 10,643,798   20   % $ 10,732,156  21  % $ 9,879,134  21  %
NOW and interest-bearing demand deposits 6,423,050   12   6,046,189  11  4,985,306  11 
Wealth management deposits 1,552,989   3   1,574,480  3  1,531,865  3 
Money market 18,184,754   34   17,581,141  34  15,272,126  33 
Savings 6,578,698   12   6,479,444  13  5,878,844  13 
Time certificates of deposit 9,841,702   19   9,406,126  18  8,546,172  19 
Total average deposits $ 53,224,991   100   % $ 51,819,536  100  % $ 46,093,447  100  %

Total average deposits for the second quarter of 2025 were $53.2 billion, an increase of $7.1 billion, or 15%, from the second quarter of 2024. Total deposits increased in the second quarter of 2025 as compared to the second quarter of 2024 primarily as a result of the Company’s increased marketing efforts to retain and attract deposits to support continued loan growth and the Macatawa acquisition.

Wealth management deposits are funds from the brokerage customers of Wintrust Investments, CDEC and trust and asset management customers of the Company which have been placed into deposit accounts of the banks (“wealth management deposits” in the table above). Wealth Management deposits consist primarily of money market accounts. Consistent with reasonable interest rate risk parameters, these funds have generally been invested in loan production of the banks as well as other investments suitable for banks.

Brokered Deposits

While the Company obtains a portion of its total deposits through brokered deposits, the Company does so primarily as an asset-liability management tool to assist in the management of interest rate risk, and the Company does not consider brokered deposits to be a vital component of its current liquidity resources. Historically, brokered deposits have represented a small component of the Company’s total deposits outstanding, as set forth in the table below:

June 30, December 31,
(Dollars in thousands) 2025 2024 2024 2023 2022
Total deposits $ 55,816,811   $ 48,049,026  $ 52,512,349  $ 45,397,170  $ 42,902,544 
Brokered deposits 4,375,473   4,938,217  3,598,102  4,216,718  3,174,093 
Brokered deposits as a percentage of total deposits 7.8   % 10.3  % 6.9  % 9.3  % 7.4  %

Brokered deposits include certificates of deposit obtained through deposit brokers, deposits received through the Certificate of Deposit Account Registry Program, and certain deposits of brokerage customers from unaffiliated companies which have been placed into deposit accounts of the banks.

Other Funding Sources

Although deposits are the Company’s primary source of funding its interest-earning assets, the Company’s ability to manage the types and terms of deposits is somewhat limited by customer preferences and market competition. As a result, in addition to deposits and the issuance of equity securities and the retention of earnings, the Company uses several other funding sources to support its growth. These sources include FHLB advances, notes payable, short-term borrowings, secured borrowings, subordinated debt and junior subordinated debentures. The Company evaluates the terms and unique characteristics of each source, as well as its asset-liability management position, in determining the use of such funding sources.

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The following table sets forth, by category, the composition of the average balances of other funding sources for the quarterly periods presented:

Three Months Ended
June 30, March 31, June 30,
(In thousands) 2025 2025 2024
FHLB advances $ 3,151,310   $ 3,151,309  $ 3,096,920 
Other borrowings:
Notes payable
135,556   142,686  163,920 
Short-term borrowings —   23  799 
Secured borrowings 403,622   382,668  364,207 
Other 54,479   56,762  58,336 
Total other borrowings $ 593,657   $ 582,139  $ 587,262 
Subordinated notes 298,398   298,306  410,331 
Junior subordinated debentures 253,566   253,566  253,566 
Total other funding sources $ 4,296,931   $ 4,285,320  $ 4,348,079 

See Note (11) “FHLB Advances, Other Borrowings and Subordinated Notes” and Note (12) “Junior Subordinated Debentures” of the Consolidated Financial Statements presented under Item 1 of this report for details of period end balances and other information for these various funding sources. The Company hereby incorporates by reference Note (11) and Note (12) of the Consolidated Financial Statements presented under Item 1 of this report in its entirety.

Shareholders’ Equity

The following tables reflect various consolidated measures of capital as of the dates presented and the capital guidelines established for a bank holding company:

June 30,
   2025 (2)
March 31,
2025 June 30,
2024
Tier 1 leverage ratio 10.2   % 9.6  % 9.3  %
Risk-based capital ratios:
Tier 1 capital ratio 11.5   10.8  10.3 
Common equity tier 1 capital ratio 10.0   10.1  9.5 
Total capital ratio 13.0   12.5  12.1 
Other ratio:
Total average equity-to-total average assets (1)
10.4   10.1  9.5 

(1) Based on quarterly average balances.
(2) June 30, 2025 capital ratios impacted by issuance of Preferred Stock Series F.

Minimum
Capital
Requirements Minimum Ratio + Capital Conservation Buffer (1)
Minimum Well
Capitalized (2)

Tier 1 leverage ratio 4.0  % N/A N/A
Risk-based capital ratios:
Tier 1 capital ratio 6.0  8.5  6.0 
Common equity tier 1 capital ratio 4.5  7.0  N/A
Total capital ratio 8.0  10.5  10.0 

(1) Reflects the Capital Conservation Buffer of 2.5%.
(2) Reflects the well-capitalized standard applicable to the Company for purposes of the Federal Reserve’s Regulation Y. The Federal Reserve has not yet revised the well-capitalized standard for bank holding companies (“BHCs”) to reflect the higher capital requirements imposed under the U.S. Basel III Rule or to add Common Equity Tier 1 capital ratio and Tier 1 leverage ratio requirements to this standard. As a result, the Common Equity Tier 1 capital ratio and Tier 1 leverage ratio are denoted as “N/A” in this column. If the Federal Reserve were to apply the same or a very similar well-capitalized
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standard to BHCs as the standard applicable to our subsidiary banks, we believe the Company’s capital ratios as of June 30, 2025 would exceed such revised well-capitalized standard.

The Company’s principal sources of funds at the holding company level are dividends from its subsidiaries, borrowings under its loan agreement with unaffiliated banks and proceeds from the issuances of subordinated debt and additional equity. Refer to Notes (11) and (12) of the Consolidated Financial Statements in Item 1 for further information on these various funding sources. See Note (23) “Shareholders’ Equity” of the Consolidated Financial Statements presented under Item 7 of the 2024 Form 10-K for details on the Company’s issuance of Series D Preferred Stock in June 2015, Series E Preferred Stock and associated Depositary Shares in May 2020, and additional common stock offering in June 2022. See Note (18) “Subsequent Events” for additional information related to the redemption of the Series D Preferred Stock and E 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 1/1000th 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.

The Board of Directors approves dividends from time to time, however, the ability to declare a dividend is limited by the Company’s financial condition, the terms of the Company’s Preferred Stock, the terms of the Company’s Trust Preferred Securities offerings and under certain financial covenants in the Company’s revolving and term facilities. In January and April of 2025, the Company declared a quarterly cash dividend of $0.50 per common share. In January, April, July and October of 2024, the Company declared a quarterly cash dividend of $0.45 per common share.

At the July 2025 meeting of the Board of Directors, a quarterly cash dividend of $0.50 per common share ($2.00 on an annualized basis) was declared. It is payable on August 21, 2025 to shareholders of record as of August 7, 2025.

Per GAAP, prior issuance costs from Series D Preferred Stock and Series E Preferred Stock will be reclassified, upon redemption, from capital surplus and recognized through retained earnings. These amounts do not impact operating net income but will be considered as a reduction to net income available to common shareholders and will impact earnings per share calculations. The following table represents the Series F Preferred Stock offering and Series D and Series E Preferred Stock redemption estimated impact on diluted EPS:

Three Months Ended
(Dollars and shares in thousands, except per share data) June 30, 2025 September 30, 2025 December 31, 2025
Series D and Series E Preferred Stock Quarterly Dividend $ (6,991) $ —  $ — 
Series F Preferred Stock First Dividend (1)
—   (13,295) — 
Series F Preferred Stock Regular Quarterly Dividend (2)
—   —  (8,367)
Series D Preferred Stock Issuance Costs (non-recurring) —   (4,158) — 
Series E Preferred Stock Issuance Costs (non-recurring) —   (9,887) — 
Total Impact $ (6,991) $ (27,340) $ (8,367)
Average diluted common shares (3)
67,819   67,819  67,819 
Diluted EPS Impact $ (0.10) $ (0.40) $ (0.12)

(1) Series F Preferred Stock First Dividend covers the time period May 22, 2025 to October 15, 2025 and was declared by the Board of Directors in July 2025.
(2) Series F Preferred Stock Quarterly Dividend amount, if declared by the Board of Directors.
(3) Average diluted common shares held constant at September 30, 2025 and December 31, 2025 for illustrative purposes.

The Company continues to leverage its capital management framework to assess and monitor risk when making capital decisions. Management is committed to maintaining the Company’s capital levels above the “Well Capitalized” levels established by the FRB for bank holding companies.

LIQUIDITY

The Company manages the liquidity position of its banking operations to ensure that sufficient funds are available to meet customers’ needs for loans and deposit withdrawals. The management process includes the utilization of stress testing processes
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and other aspects of the Company's liquidity management framework to assess and monitor risk, and inform decision making. The liquidity to meet the demands of customers is provided by maturing assets, liquid assets that can be converted to cash and the ability to attract funds from external sources. Liquid assets refer to money market assets such as Federal funds sold and interest-bearing deposits with banks, as well as available-for-sale debt securities and equity securities with readily determinable fair values which are not pledged to secure public funds. In addition, trade date receivables represent certain sales or calls of available-for-sale securities that await cash settlement, typically in the month following the trade date.

We maintain our liquid assets to ensure that we would have the balance sheet strength to serve our clients. As a result, the Company believes that it has sufficient funds and access to funds to effectively meet its working capital and other needs. The Company will continue to prudently evaluate liquidity sources, including the management of availability with the FHLB and FRB and utilization of the revolving credit facility with unaffiliated banks. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operation -Interest-Earning Assets, -Deposits, -Other Funding Sources and -Shareholders’ Equity sections of this report for additional information regarding the Company’s liquidity position.

INFLATION

A banking organization’s assets and liabilities are primarily monetary. Changes in the rate of inflation typically do not have as great an impact on the financial condition of a bank as do changes in interest rates. Moreover, interest rates do not necessarily change at the same percentage as inflation. Accordingly, changes in inflation are not expected to have as material an impact on the Company’s business as entities operating in other industries. An analysis of the Company’s asset and liability structure provides the best indication of how the organization is positioned to respond to changing interest rates. See “Quantitative and Qualitative Disclosures About Market Risk” section of this report for additional information.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of federal securities laws. Forward-looking information can be identified through the use of words such as “intend,” “plan,” “project,” “expect,” “anticipate,” “believe,” “estimate,” “contemplate,” “possible,” “will,” “may,” “should,” “would” and “could.” Forward-looking statements and information are not historical facts, are premised on many factors and assumptions, and represent only management’s expectations, estimates and projections regarding future events. Similarly, these statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, and which may include, but are not limited to, those listed below and the Risk Factors discussed under Item 1A of the Company’s 2024 Annual Report on Form 10-K and in any of the Company’s subsequent SEC filings. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements may be deemed to include, among other things, statements relating to the Company’s future financial performance, the performance of its loan portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends, growth plans, regulatory developments, securities that the Company may offer from time to time, and management’s long-term performance goals, as well as statements relating to the anticipated effects on the Company’s financial condition and results of operations from expected developments or events, the Company’s business and growth strategies, including future acquisitions of banks, specialty finance or wealth management businesses, internal growth and plans to form additional de novo banks or branch offices. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors, including the following:

• economic conditions and events that affect the economy, housing prices, the job market and other factors that may adversely affect the Company’s liquidity and the performance of its loan portfolios, including an actual or threatened U.S. government debt default or rating downgrade, particularly in the markets in which it operates;
• negative effects suffered by us or our customers resulting from changes in U.S. or international trade policies;
• the extent of defaults and losses on the Company’s loan portfolio, which may require further increases in its allowance for credit losses;
• estimates of fair value of certain of the Company’s assets and liabilities, which could change in value significantly from period to period;
• the financial success and economic viability of the borrowers of our commercial loans;
• commercial real estate market conditions in the Chicago metropolitan area, southern Wisconsin and west Michigan;
• the extent of commercial and consumer delinquencies and declines in real estate values, which may require further increases in the Company’s allowance for credit losses;
• inaccurate assumptions in our analytical and forecasting models used to manage our loan portfolio;
• changes in the level and volatility of interest rates, the capital markets and other market indices that may affect, among other things, the Company’s liquidity and the value of its assets and liabilities;
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• the interest rate environment, including a prolonged period of low interest rates or rising interest rates, either broadly or for some types of instruments, which may affect the Company’s net interest income and net interest margin, and which could materially adversely affect the Company’s profitability;
• competitive pressures in the financial services business which may affect the pricing of the Company’s loan and deposit products as well as its services (including wealth management services), which may result in loss of market share and reduced income from deposits, loans, advisory fees and income from other products;
• failure to identify and complete favorable acquisitions in the future or unexpected losses, difficulties or developments related to the Company’s recent or future acquisitions;
• unexpected difficulties and losses related to FDIC-assisted acquisitions;
• harm to the Company’s reputation;
• any negative perception of the Company’s financial strength;
• ability of the Company to raise additional capital on acceptable terms when needed;
• disruption in capital markets, which may lower fair values for the Company’s investment portfolio;
• ability of the Company to use technology to provide products and services that will satisfy customer demands and create efficiencies in operations and to manage risks associated therewith;
• failure or breaches of our security systems or infrastructure, or those of third parties;
• security breaches, including denial of service attacks, hacking, social engineering attacks, malware intrusion and similar events or data corruption attempts and identity theft;
• adverse effects on our information technology systems, or those of third parties, resulting from failures, human error or cyberattacks (including ransomware);
• adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed, particularly our information technology vendors;
• increased costs as a result of protecting our customers from the impact of stolen debit card information;
• accuracy and completeness of information the Company receives about customers and counterparties to make credit decisions;
• ability of the Company to attract and retain senior management experienced in the banking and financial services industries;
• environmental liability risk associated with lending activities;
• the impact of any claims or legal actions to which the Company is subject, including any effect on our reputation;
• losses incurred in connection with repurchases and indemnification payments related to mortgages and increases in reserves associated therewith;
• the loss of customers as a result of technological changes allowing consumers to complete their financial transactions without the use of a bank;
• the soundness of other financial institutions and the impact of recent failures of financial institutions, including broader financial institution liquidity risk and concerns;
• the expenses and delayed returns inherent in opening new branches and de novo banks;
• liabilities, potential customer loss or reputational harm related to closings of existing branches;
• examinations and challenges by tax authorities, and any unanticipated impact of tax legislation;
• changes in accounting standards, rules and interpretations, and the impact on the Company’s financial statements;
• the ability of the Company to receive dividends from its subsidiaries;
• a decrease in the Company’s capital ratios, including as a result of declines in the value of its loan portfolios, or otherwise;
• legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the products and services offered by financial services companies;
• changes in laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity;
• a lowering of our credit rating;
• changes in U.S. monetary policy and changes to the Federal Reserve’s balance sheet, including changes in response to persistent inflation or otherwise;
• regulatory restrictions upon our ability to market our products to consumers and limitations on our ability to profitably operate our mortgage business;
• increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the regulatory environment;
• the impact of heightened capital requirements;
• increases in the Company’s FDIC insurance premiums, or the collection of special assessments by the FDIC;
• delinquencies or fraud with respect to the Company’s premium finance business;
• credit downgrades among commercial and life insurance providers that could negatively affect the value of collateral securing the Company’s premium finance loans;
• the Company’s ability to comply with covenants under its credit facility;
• fluctuations in the stock market, which may have an adverse impact on the Company’s wealth management business and brokerage operation; and
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• widespread outages of operational, communication, or other systems, whether internal or provided by third parties, natural or other disasters (including acts of terrorism, armed hostilities and pandemics), and the effects of climate change.

Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements. The reader is cautioned not to place undue reliance on any forward-looking statement made by the Company. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. The Company undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events after the date of this report. Persons are advised, however, to consult further disclosures management makes on related subjects in its reports filed with the Securities and Exchange Commission and in its press releases.

ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As an ongoing part of its financial strategy, the Company attempts to manage the impact of fluctuations in market interest rates on net interest income. This effort entails providing a reasonable balance between interest rate risk, credit risk, liquidity risk and maintenance of yield. Asset-liability management policies are established and monitored by management in conjunction with the boards of directors of the banks, subject to general oversight by the Risk Management Committee of the Company’s Board. The policies establish guidelines for acceptable limits on the sensitivity of the market value of assets and liabilities to changes in interest rates.

Interest rate risk arises when the maturity or re-pricing periods and interest rate indices of the interest-earning assets, interest-bearing liabilities, and derivative financial instruments are different. It is the risk that changes in the level of market interest rates will result in disproportionate changes in the value of, and the net earnings generated from, the Company’s interest-earning assets, interest-bearing liabilities and derivative financial instruments. The Company continuously monitors not only the organization’s current net interest margin, but also the historical trends of these margins. In addition, management attempts to identify potential adverse changes in net interest income in future years as a result of interest rate fluctuations by performing simulation analysis of various interest rate environments. If a potential adverse change in net interest margin and/or net income is identified, management is prepared to take appropriate action with its asset-liability structure to mitigate these potentially adverse situations. Please refer to Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the net interest margin.

Since the Company’s primary source of interest-bearing liabilities is from customer deposits, the Company’s ability to manage the types and terms of such deposits is somewhat limited by customer preferences and local competition in the market areas in which the banks operate. The rates, terms and interest rate indices of the Company’s interest-earning assets result primarily from the Company’s strategy of investing in loans and securities that permit the Company to limit its exposure to interest rate risk, together with credit risk, while at the same time achieving an acceptable interest rate spread.

The Company’s exposure to interest rate risk is reviewed on a regular basis by management and the Risk Management Committees of the boards of directors of the banks and the Company. The objective of the review is to measure the effect on net income and to adjust balance sheet and derivative financial instruments to minimize the inherent risk while at the same time maximize net interest income.

The following interest rate scenarios display the percentage change in net interest income over a one-year time horizon assuming increases and decreases of 100 and 200 basis points as compared to projected net interest income in a scenario with no assumed rate changes. The Static Shock Scenario results incorporate actual cash flows and repricing characteristics for balance sheet instruments following an instantaneous, parallel change in market rates based upon a static (i.e. no growth or constant) balance sheet. Conversely, the Ramp Scenario results incorporate management’s projections of future volume and pricing of each of the product lines following a gradual, parallel change in market rates over twelve months. Actual results may differ from these simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies. The interest rate sensitivity for both the Static Shock and Ramp Scenarios at June 30, 2025, March 31, 2025 and June 30, 2024 is as follows:

Static Shock Scenarios +200
Basis
Points +100
Basis
Points -100
Basis
Points -200
Basis
Points
June 30, 2025 (1.5) % (0.4) % (0.2) % (1.2) %
March 31, 2025 (1.8) (0.6) (0.2) (1.2) %
June 30, 2024 1.5  1.0  0.6  (0.0) %

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Ramp Scenarios +200
Basis
Points +100
Basis
Points -100
Basis
Points -200
Basis
Points
June 30, 2025 0.0   % 0.0   % (0.1) % (0.4) %
March 31, 2025 0.2  0.2  (0.1) (0.5) %
June 30, 2024 1.2  1.0  0.9  1.0  %

One method utilized by financial institutions, including the Company, to manage interest rate risk is to enter into derivative financial instruments. Derivative financial instruments include interest rate swaps, interest rate caps, floors and collars, futures, forwards, option contracts and other financial instruments with similar characteristics. Additionally, the Company enters into commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third party investors. See Note (14) “Derivative Financial Instruments” of the Consolidated Financial Statements in Item 1 of this report for further information on the Company’s derivative financial instruments.

As shown above, the magnitude of potential changes in net interest income in various interest rate scenarios has continued to remain relatively neutral. As the current interest rate cycle progressed, management took action to reposition its sensitivity to interest rates. To this end, management has executed various derivative instruments including collars and receive-fixed swaps to hedge variable-rate loan exposures. The Company will continue to monitor current and projected interest rates and may execute additional derivatives to mitigate potential fluctuations in the net interest margin in future periods.

Periodically, the Company enters into certain covered call option transactions related to certain securities held by the Company. The Company uses these option transactions (rather than entering into other derivative interest rate contracts, such as interest rate floors) to economically hedge positions and compensate for net interest margin compression by increasing the total return associated with the related securities through fees generated from these options. Although the revenue received from these options is recorded as non-interest income rather than interest income, the increased return attributable to the related securities from these options contributes to the Company’s overall profitability. The Company’s exposure to interest rate risk may be impacted by these transactions. To further mitigate this risk, the Company may acquire fixed rate term debt or use financial derivative instruments. There were no covered call options outstanding as of June 30, 2025 and June 30, 2024. See Note (14) “Derivative Financial Instruments” of the Consolidated Financial Statements in Item 1 of this report for further information on the Company’s fees from covered call options for the six months ended June 30, 2025 and June 30, 2024.

ITEM 4
CONTROLS AND PROCEDURES

As of the end of the period covered by this report, 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 Securities Exchange Act of 1934, as amended (“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.

There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II —

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Item 1: Legal Proceedings

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.

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. Wintrust vigorously disputes these allegations, and Wintrust otherwise lacks sufficient information to estimate the amount of any potential liability.

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

Item 1A: Risk Factors

There have been no material changes from the risk factors set forth under Part I, Item 1A “Risk Factors” in the 2024 Form 10-K.

Item 2: Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

No purchases of the Company’s common shares were made by or on behalf of the Company or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act, as amended, during the six months ended June 30, 2025.

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Item 5: Other Information

Securities Trading Plans of Directors and Officers

During the three months ended June 30, 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 under the Exchange Act).

Item 6: Exhibits:

(a) Exhibits

3.1
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).

3.2
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).

3.3
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).

4.1
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).

4.2
Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 hereto) .

10.1
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).

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

31.2
Certification of 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.

101.INS The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1)

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL (Inline 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
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SIGNATURES

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

WINTRUST FINANCIAL CORPORATION
(Registrant)

Date: August 6, 2025 /s/ DAVID L. STOEHR
David L. Stoehr
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and duly authorized officer)

Date: August 6, 2025 /s/ JEFFREY D. HAHNFELD

Jeffrey D. Hahnfeld
Executive Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer and duly authorized officer)

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