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What changed in WINTRUST FINANCIAL CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WINTRUST FINANCIAL CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+589 added−627 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in WINTRUST FINANCIAL CORP's 2025 10-K

589 paragraphs added · 627 removed · 504 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

140 edited+31 added−47 removed135 unchanged
Biggest changeFDICIA and Prompt Corrective Action The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires the federal bank regulatory agencies to take “prompt corrective action” regarding FDIC-insured depository institutions that do not meet certain capital adequacy standards. A depository institution’s treatment for purposes of the prompt corrective action provisions depends upon its level of capitalization and certain other factors.
Biggest changeThe Federal Reserve could prohibit or limit the payment of dividends by a bank holding company if it determines that payment of the dividend would constitute an unsafe or unsound practice. 12 FDICIA and Prompt Corrective Action The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires the federal bank regulatory agencies to take “prompt corrective action” regarding FDIC-insured depository institutions that do not meet certain capital adequacy standards.
In September 2024, the Department of Justice (the “DOJ”) withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum to 2023 Merger Guidelines (the “2024 Banking Addendum”).
In September 2024, the Department of Justice (the “DOJ”) withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum to the 2023 Merger Guidelines (the “2024 Banking Addendum”).
For further discussion of the CECL accounting standard, including the Company’s implementation of such guidance, see “Summary of Critical Accounting Estimates” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report on Form 10-K. Capital Ratio Requirements Under the U.S.
For further discussion of the CECL accounting standard, 10 including the Company’s implementation of such guidance, see “Summary of Critical Accounting Estimates” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report on Form 10-K. Capital Ratio Requirements Under the U.S.
Loan operations are also subject to federal laws and regulations applicable to credit transactions, such as: Issued by the CFPB: • The federal Truth-In-Lending Act and Regulation Z governing disclosures of credit terms to consumer borrowers; • The Real Estate Settlement Procedures Act and Regulation X requiring that borrowers for mortgage loans for one- to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services; • The Home Mortgage Disclosure Act and Regulation C requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; • The Equal Credit Opportunity Act and Regulation B prohibiting discrimination on the basis of various prohibited factors in extending credit; • The Fair Credit Reporting Act and Regulation V governing the use and provision of information to consumer reporting agencies; and • The Fair Debt Collection Practices Act and Regulation F governing the manner in which consumer debts may be collected by collection agencies; Issued by others: • The Service Members Civil Relief Act, applying to all debts incurred prior to commencement of active military service (including credit card and other open-end debt) and limiting the amount of interest, including service and renewal charges and any other fees or charges (other than bona fide insurance) that is related to the obligation or liability; and • The guidance of the various federal agencies charged with the responsibility of implementing such federal laws.
Loan operations are also subject to federal laws and regulations applicable to credit transactions, such as: Issued by the CFPB: • The federal Truth-In-Lending Act and Regulation Z governing disclosures of credit terms to consumer borrowers; • The Real Estate Settlement Procedures Act and Regulation X requiring that borrowers for mortgage loans for one- to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services; • The Home Mortgage Disclosure Act and Regulation C requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; • The Equal Credit Opportunity Act and Regulation B prohibiting discrimination on the basis of various prohibited factors in extending credit; • The Fair Credit Reporting Act and Regulation V governing the use and provision of information to consumer reporting agencies; and • The Fair Debt Collection Practices Act and Regulation F governing the manner in which consumer debts may be collected by collection agencies; 18 Issued by others: • The Service Members Civil Relief Act, applying to all debts incurred prior to commencement of active military service (including credit card and other open-end debt) and limiting the amount of interest, including service and renewal charges and any other fees or charges (other than bona fide insurance) that is related to the obligation or liability; and • The guidance of the various federal agencies charged with the responsibility of implementing such federal laws.
Deposit operations are subject to, among others: Issued by the CFPB: • The Truth in Savings Act and Regulation DD which require disclosure of deposit terms to consumers; and • The Electronic Fund Transfer Act and Regulation E which governs automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; Issued by others: • Regulation CC issued by the Federal Reserve Board, which relates to the availability of deposit funds to consumers; and 19 • The Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records.
Deposit operations are subject to, among others: Issued by the CFPB: • The Truth in Savings Act and Regulation DD which require disclosure of deposit terms to consumers; and • The Electronic Fund Transfer Act and Regulation E which governs automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; Issued by others: • Regulation CC issued by the Federal Reserve Board, which relates to the availability of deposit funds to consumers; and • The Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records.
The agencies have identified a spectrum of risks facing banking institutions including, but not limited to, credit, market, liquidity, operational, legal, and reputational risk. Some of the regulatory pronouncements have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud, or unforeseen catastrophes will result in unexpected losses.
The agencies have identified a spectrum of risks facing banking institutions including, but not limited to, credit, market, liquidity, operational and legal risk. Some of the regulatory pronouncements have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud, or unforeseen catastrophes will result in unexpected losses.
Through our wholly-owned subsidiary Tricom, we provide high-yielding, short-term accounts receivable financing and value-added, outsourced administrative services, such as data processing of payrolls, billing and cash management services to the temporary staffing industry. Tricom’s clients, located throughout the United States, provide staffing services to businesses in diversified industries.
Through our wholly-owned subsidiary Tricom, we provide high-yielding, short-term accounts receivable financing and value-added, outsourced administrative services, such as data processing of payrolls, billing and cash management services to the temporary staffing industry. Tricom’s clients, located throughout the United States, provide staffing services to businesses in 5 diversified industries.
(“Wintrust Asset Finance”), and short-term accounts receivable financing and outsourced administrative services through our wholly-owned subsidiary, Tricom, Inc. of Milwaukee (“Tricom”). Further, we provide a full range of wealth management services primarily to customers in our market area through four separate subsidiaries, The Wintrust Private Trust Company, N.A.
(“Wintrust Asset Finance”), and short-term accounts receivable financing and outsourced administrative services through our wholly-owned subsidiary, Tricom, Inc. of Milwaukee (“Tricom”). Further, we provide a full range of wealth management services primarily to customers in our market area through four separate subsidiaries, Wintrust Private Trust Company, N.A.
We also believe we are positioned to compete effectively with other larger and more diversified banks, bank holding companies and other financial services companies due to the multi-chartered approach that pushes accountability for building a franchise and a high level of customer service down to each of our banking franchises.
We also believe we are positioned to compete effectively with other larger and more diversified banks, bank holding companies and other financial services companies due to our multi-chartered approach that pushes accountability for building a franchise and a high level of customer service down to each of our banking franchises.
Data privacy and cybersecurity are currently areas of considerable legislative and regulatory attention, with new or modified laws, regulations, rules and standards frequently being adopted and potentially 15 subject to divergent interpretation or application in a manner that may create inconsistent or conflicting requirements for businesses.
Data privacy and cybersecurity are currently areas of considerable legislative and regulatory attention, with new or modified laws, regulations, rules and standards frequently being adopted and potentially subject to divergent interpretation or application in a manner that may create inconsistent or conflicting requirements for businesses.
The DOJ clarified that it will assess 9 competition considerations in connection with bank and bank holding company mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and 2024 Banking Addendum.
The DOJ clarified that it will assess competition considerations in connection with bank and bank holding company mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and 2024 Banking Addendum.
The supervision, regulation and examination of banks and bank holding companies by bank regulatory agencies are intended primarily for the protection of depositors, the DIF, and the banking system as a whole, rather than shareholders of banks and bank holding companies, and in some instances may be 8 contrary to shareholders’ interests.
The supervision, regulation and examination of banks and bank holding companies by bank regulatory agencies are intended primarily for the protection of depositors, the DIF, and the banking system as a whole, rather than shareholders of banks and bank holding companies, and in some instances may be contrary to shareholders’ interests.
We and/or each of the banks and operating subsidiaries may need to amend our privacy policies and adapt our internal procedures in the event that these legal requirements, or the regulators’ interpretation of them, change, or if new requirements are added.
We and/or each of the banks and operating subsidiaries may need to amend our privacy policies and adapt our internal procedures in the event that these legal or regulatory requirements, or the regulators’ interpretation of them, change, or if new requirements are added.
Premium finance loans made by FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada are primarily secured by the insurance policies financed by the loans. These insurance policies are written by a large number of insurance companies geographically dispersed throughout the United States and Canada.
Premium finance loans made by FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada are primarily secured by the insurance policies financed by the loans. These insurance policies are written by a large number of insurance companies geographically dispersed throughout the United States, the United Kingdom and Canada.
In accordance with these requirements, we and each of our banks and operating subsidiaries provide a written privacy notice to each affected customer when the customer relationship begins and, to the extent required, on an annual basis.
In accordance with these requirements, we and each of our banks and operating subsidiaries endeavor to provide a written privacy notice to each affected customer when the customer relationship begins and, to the extent required, on an annual basis.
As previously announced by Wintrust Investments, this transition is expected to allow Wintrust and GLA to focus on the growth of their wealth management business, while outsourcing most of their operational and compliance support to LPL.
As previously announced by Wintrust Investments, this transition is expected to allow Wintrust and GLA to focus on the growth of their wealth management business, while outsourcing most of their operational and compliance support to LPL Financial.
The GLB Act also requires financial institutions to implement a comprehensive information security program that includes administrative, technical and physical safeguards to ensure the security and confidentiality of customer information.
The GLB Act also requires financial institutions to implement a comprehensive information security program that includes administrative, technical and physical safeguards designed to ensure the security and confidentiality of customer information.
First Insurance Funding of Canada Inc. as a foreign owned subsidiary through an Edge corp. is subject to examination by the Federal Reserve. The Consumer Financial Protection Bureau (“CFPB”) has broad rulemaking authority over a wide range of federal consumer protection laws applicable to the business of our subsidiary banks and some other operating subsidiaries.
First Insurance Funding of Canada Inc. as a foreign owned subsidiary through an Edge corporation is subject to examination by the Federal Reserve. The Consumer Financial Protection Bureau (“CFPB”) has broad rulemaking authority over a wide range of federal consumer protection laws applicable to the business of our subsidiary banks and some other operating subsidiaries.
Based on current estimates, we believe that we and our subsidiary banks will continue to exceed all applicable well-capitalized regulatory capital requirements and the Capital Conservation Buffer. Please refer to the table below for a summary of our regulatory capital ratios as of December 31, 2024, calculated using the regulatory capital methodology applicable to us during 2024.
Based on current estimates, we believe that we and our subsidiary banks will continue to exceed all applicable well-capitalized regulatory capital requirements and the Capital Conservation Buffer. Please refer to the table below for a summary of our regulatory capital ratios as of December 31, 2025, calculated using the regulatory capital methodology applicable to us during 2025.
Upon approval of the loan by FIRST Insurance Funding or FIFC Canada, as the case may be, the borrower makes a down payment on the financed insurance policy, which is generally done by 4 providing payment to the agent or broker, who then forwards it to the insurance company.
Upon acceptance of the loan by FIRST Insurance Funding or FIFC Canada, as the case may be, the borrower makes a down payment on the financed insurance policy, which is generally done by providing payment 4 to the agent or broker, who then forwards it to the insurance company.
Company Regulatory Capital Ratios Minimum Regulatory Capital Ratio for the Company Minimum Ratio + Capital Conservation Buffer (1) Well-Capitalized Minimum for the Company (2) The Company Tier 1 leverage ratio 4.00 % N/A N/A 9.4 % Risk-based capital ratios: Tier 1 capital ratio 6.00 8.50 6.00 10.7 Common equity tier 1 capital ratio 4.50 7.00 N/A 9.9 Total capital ratio 8.00 10.50 10.00 12.3 (1) Reflects the Capital Conservation Buffer of 2.50%.
Company Regulatory Capital Ratios Minimum Regulatory Capital Ratio for the Company Minimum Ratio + Capital Conservation Buffer (1) Well-Capitalized Minimum for the Company (2) The Company Tier 1 Leverage Ratio 4.00 % N/A N/A 9.6 % Risk-based capital ratios: Tier 1 Capital Ratio 6.00 8.50 6.00 11.0 Common Equity Tier 1 Capital Ratio 4.50 7.00 N/A 10.3 Total Capital Ratio 8.00 10.50 10.00 12.4 (1) Reflects the Capital Conservation Buffer of 2.50%.
The GLB Act, as interpreted by the federal banking regulators, and state laws and regulations require us to take certain actions, including providing notice under certain circumstances to affected customers, in the event that sensitive or personal customer information is compromised.
The GLB Act, as interpreted by the federal banking regulators, and state laws and regulations require us to take certain actions, including providing notice under certain circumstances to affected customers, in the event that their sensitive or personal information is compromised.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to bank holding companies as that applicable to our subsidiary banks, the Company’s capital ratios as of December 31, 2024 would exceed such revised well-capitalized standard.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to bank holding companies as that applicable to our subsidiary banks, the Company’s capital ratios as of December 31, 2025 would exceed such revised well-capitalized standard.
In addition to the above, as a result of participation in mortgage programs with certain government-sponsored entities as well as other investors, the Company has specific net worth requirements for continued participation. As of December 31, 2024, the Company remained in compliance with such requirements.
In addition to the above, as a result of participation in mortgage programs with certain government-sponsored entities as well as other investors, the Company has specific net worth requirements for continued participation. As of December 31, 2025, the Company remained in compliance with such requirements.
In general, the rule requires, among other things, data providers holding a consumer account, such as our bank subsidiaries, to establish a developer interface satisfying certain data security specifications and other standards, through which the data provider can receive requests for, and provide, specific types of data covered by the rule in electronic, usable form to authorized third parties, including data aggregators.
In general, the rule would require, among other things, data providers holding a consumer account, such as our bank subsidiaries, to establish a developer interface satisfying certain data security specifications and other standards, through which the data provider can receive requests for, and provide, specific types of data covered by the rule in electronic, usable form to authorized third parties, including data aggregators.
As described in the privacy notice, we endeavor to protect the security of information (including personal information) about our customers, educate our employees about the importance of protecting customer privacy, and allow affected customers to opt-out of certain types of information sharing.
As described in the privacy notice, we endeavor to protect the security of personal information about our customers, educate our employees about the importance of protecting customer privacy, and allow affected customers to opt-out of certain types of 15 information sharing.
In 2024, some of the highlights of this approach included the following: • The Company continued to monitor the climate impact of its various banking locations, including its corporate campus that consists of three office buildings located in Rosemont, Illinois.
In 2025, some of the highlights of this approach included the following: • The Company continued to monitor the climate impact of its various banking locations, including its corporate campus that consists of three office buildings located in Rosemont, Illinois.
Our premium finance receivables balances finance insurance policies that are spread among a large number of insurers; however, one of the insurers represents approximately 10% of such balances and two additional insurers represent approximately 8% and 6% each of such balances. FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada consistently monitor carrier ratings and financial performance of our carriers.
Our premium finance receivables balances finance insurance policies that are spread among a large number of insurers; however, one of the insurers represents approximately 9% of such balances and two additional insurers represent approximately 8% each of such balances. FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada consistently monitor carrier ratings and financial performance of our carriers.
In their property and casualty insurance premium finance operations, FIRST Insurance Funding and FIFC Canada make loans primarily to businesses to finance the insurance premiums they pay on their property and casualty insurance policies.
In their property and casualty insurance premium finance operations, FIRST Insurance Funding and FIFC Canada make loans primarily to businesses to finance the insurance premiums the business pay on their property and casualty insurance policies.
Workforce Overview As of December 31, 2024, Wintrust employed 5,903 full-time equivalent employees in the U.S. and Canada. 98% of Wintrust’s employees are classified as full-time, working greater than 30 hours per week. None of our employees are represented by a collective bargaining agreement and we consider our employee relations to be good.
Workforce Overview As of December 31, 2025, Wintrust employed 5,902 full-time equivalent employees in the U.S. and Canada. 98% of Wintrust’s employees are classified as full-time, working greater than 30 hours per week. None of our employees are represented by a collective bargaining agreement and we consider our employee relations to be good.
(“WPT”) (formerly known as The Chicago Trust Company), Wintrust Investments, LLC (“Wintrust Investments”), Great Lakes Advisors, LLC (“Great Lakes Advisors” or “GLA”) and Chicago Deferred Exchange Company, LLC (“CDEC”). Our Business and Reporting Segments As set forth in Note (24) “Segment Information”, our operations consist of three primary segments: community banking, specialty finance and wealth management.
(“WPT”), Wintrust Investments, LLC (“Wintrust Investments”), Great Lakes Advisors, LLC (“Great Lakes Advisors” or “GLA”) and Chicago Deferred Exchange Company, LLC (“CDEC”). Our Business and Reporting Segments As set forth in Note (24) “Segment Information”, our operations consist of three primary segments: community banking, specialty finance and wealth management.
The FDIC later adopted a final rule, applicable to all insured depository institutions, to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, beginning in the first quarterly assessment period of 2023. The FDIC also concurrently maintained the Designated Reserve Ratio (“DRR”) for the DIF at 2% for 2023 and 2024.
The FDIC has adopted a final rule, applicable to all insured depository institutions, to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, beginning in the first quarterly assessment period of 2023. The FDIC has maintained the Designated Reserve Ratio (“DRR”) for the DIF at 2% for 2024 and 2025.
Under the rule, data providers are prohibited from, among other things, charging consumers or third parties fees for processing these consumer data requests. The rule also places certain data security, authorization and other obligations on third parties accessing covered data from data providers, which could include the Company and our bank subsidiaries when acting in certain capacities.
Under the rule, data providers would be prohibited from, among other things, charging consumers or third parties fees for processing these consumer data requests. The rule also would place certain data security, authorization and other obligations on third parties accessing covered data from data providers, which could include the Company and our bank subsidiaries when acting in certain capacities.
As a $64.9 billion asset financial services company, we expect to benefit from greater access to financial and managerial resources than our smaller local competitors while maintaining our commitment to local decision-making and to our community banking philosophy.
As a $71.1 billion asset financial services company, we expect to benefit from greater access to financial and managerial resources than our smaller local competitors while maintaining our commitment to local decision-making and to our community banking philosophy.
ITEM 1. BUSINESS Overview Wintrust Financial Corporation, an Illinois corporation (“we,” “Wintrust” or “the Company”), which was incorporated in 1992, is a financial holding company based in Rosemont, Illinois, with total assets of approximately $64.9 billion as of December 31, 2024.
ITEM 1. BUSINESS Overview Wintrust Financial Corporation, an Illinois corporation (“we,” “Wintrust” or “the Company”), which was incorporated in 1992, is a financial holding company based in Rosemont, Illinois, with total assets of approximately $71.1 billion as of December 31, 2025.
As of December 31, 2024, the Company’s leasing portfolio, including direct financing leases, loans and equipment on operating leases, totaled $3.9 billion compared to $3.4 billion as of December 31, 2023. During 2024, Wintrust Asset Finance contributed approximately $89.6 million to our revenue, which does not reflect intersegment eliminations.
As of December 31, 2025, the Company’s leasing portfolio, including direct financing leases, loans and equipment on operating leases, totaled $4.5 billion compared to $3.9 billion as of December 31, 2024. During 2025, Wintrust Asset Finance contributed approximately $112.9 million to our revenue, which does not reflect intersegment eliminations.
In addition, the Dodd-Frank Act requires the federal banking agencies and the SEC to issue regulations or guidelines requiring covered financial institutions, including us and our subsidiary banks, to prohibit incentive-based payment arrangements that encourage inappropriate risks by providing compensation that is excessive or that could lead to material financial loss to the institution.
In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) requires the federal banking agencies and the SEC to issue regulations or guidelines requiring covered financial institutions, including us and our subsidiary banks, to prohibit incentive-based payment arrangements that encourage inappropriate risks by providing compensation that is excessive or that could lead to material financial loss to the institution.
These portfolios include investments in solutions for green 22 buildings, renewable energy, sustainable agriculture, sustainable water, energy efficiency and pollution prevention. At December 31, 2024, these portfolios totaled approximately $135 million in climate-focused assets. Available Information The Company’s Internet address is www.wintrust.com.
These portfolios include investments in solutions for green buildings, renewable energy, sustainable agriculture, sustainable water, energy efficiency and pollution prevention. At December 31, 2025, these portfolios totaled approximately $155.5 million in climate-focused assets. Available Information The Company’s Internet address is www.wintrust.com.
See Item 1A. Risk Factors. 20 Debit Interchange We are subject to a statutory requirement that interchange fees for electronic debit transactions that are paid to or charged by payment card issuers, including our bank subsidiaries, be reasonable and proportional to the cost incurred by the issuer.
Debit Interchange We are subject to a statutory requirement that interchange fees for electronic debit transactions that are paid to or charged by payment card issuers, including our bank subsidiaries, be reasonable and proportional to the cost incurred by the issuer.
The Company has put in place the compliance programs required by the Volcker Rule and has divested any holdings in illiquid funds. The Company will continue to monitor Volcker Rule-related developments and assess their impact on its operations as necessary.
The Company has put in place the compliance programs required by the Volcker Rule. The Company will continue to monitor Volcker Rule-related developments and assess their impact on its operations as necessary.
Specifically, the Company has: • Leveraged its internal loan pipeline and external growth opportunities to grow earnings assets to increase net interest income; • Continued to diversify our loan portfolio by adding product and geographic diversification; • Continued efforts to grow our deposit franchise in a diversified manner to be the Company’s primary funding source; • Completed strategic acquisitions to expand our presence in existing and complimentary markets; • Invested in our technology infrastructure to allow for growth and to enhance digital and other product offerings to better serve our existing customers and to attract new customers; • Focused on cost control and leveraging our infrastructure to grow without a commensurate increase in operating expenses; and • Expanded the Wintrust Asset Finance direct leasing niche.
Specifically, the Company has: 6 • Leveraged its internal loan pipeline and external growth opportunities to grow earnings assets to increase net interest income; • Continued to diversify our loan portfolio by adding product and geographic diversification; • Continued efforts to grow our deposit franchise in a diversified manner to be the Company’s primary funding source; • Completed strategic acquisitions to expand our presence in existing and complimentary markets; • Invested in our technology infrastructure to allow for growth and to enhance digital and other product offerings to better serve our existing customers and to attract new customers; and • Focused on cost control and leveraging our infrastructure to create operating leverage.
We and our bank subsidiaries must maintain the applicable Common Equity Tier 1 Capital Conservation Buffer to avoid becoming subject to restrictions on capital distributions, including dividends. The Capital Conservation Buffer is currently at its fully phased-in level of 2.5%.
We and our bank subsidiaries must maintain the applicable Common Equity Tier 1 Capital Conservation Buffer to avoid becoming subject to restrictions on capital distributions, including dividends. The Capital Conservation Buffer is currently at its fully phased-in level of 2.5%. For more information on the Capital Conservation Buffer, see Capital Ratio Requirements above.
Wintrust Investments, our registered broker/dealer subsidiary which has been operating since 1931, provides a full range of private client and securities brokerage services to clients located primarily in the Midwest. Wintrust Investments is headquartered in downtown Chicago, operates an office in Appleton, Wisconsin, and has established branch locations in offices at a majority of our banks.
Wintrust Investments, our investment subsidiary which has operated since 1931, provides a full range of private client and securities brokerage services to clients located primarily in the Midwest. Wintrust Investments is headquartered in downtown Chicago, operates an office in Appleton, Wisconsin, and has established locations in offices at a majority of our banks.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to BHCs as the standard applicable to our subsidiary banks, the Company’s capital ratios as of December 31, 2024 would exceed such revised well-capitalized standard.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to bank holding companies as the standard applicable to our subsidiary banks, the Company’s capital ratios as of December 31, 2025 would exceed such revised well-capitalized standard.
For more information regarding the risks associated with data privacy and cybersecurity laws and regulations, see “We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which could increase the cost of doing business, compliance risks and potential liability” and “We face risks from cyber-attacks, information security breaches and other similar incidents that could result in 16 the disclosure of confidential and other information (including personal information), all of which could adversely affect our business or reputation, and create significant legal and financial exposure” under Risk Factors in Item 1A.
For more information regarding the risks associated with data privacy and cybersecurity laws, regulations, rules and standards, see “We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which could increase the cost of doing business, compliance risks and potential liability” and “We face risks from cyber-attacks, information security breaches and other similar incidents that could result in the disclosure of confidential and other information (including personal information), all of which could adversely affect our business or reputation, and create significant legal and financial exposure” under Risk Factors in Item 1A. 16 Broker-Dealer and Investment Adviser Regulation Wintrust Investments has previously been subject to extensive regulation under federal and state securities laws.
We and our subsidiaries also require business partners with which we share information (including personal information) to have adequate security safeguards and to follow the requirements of the GLB Act.
We and our subsidiaries also generally require business partners with which we share confidential and personal information to have reasonable security safeguards and to follow the requirements of the GLB Act.
FIRST Insurance Funding or FIFC Canada evaluates each loan request according to its own underwriting criteria including the amount of the down payment on the insurance policy, the term of the loan, the credit quality of the insurance company providing the financed insurance policy, the interest rate, the borrower's previous payment history, if any, and other factors deemed appropriate.
FIRST Insurance Funding or FIFC Canada establishes its own underwriting criteria focused on the amount of the down payment on the insurance policy, the term of the loan, the credit quality of the insurance company providing the financed insurance policy, the interest rate, the borrower's previous payment history, if any, and other factors deemed appropriate.
Moreover, the federal government has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which we may be subject if passed. Like other lenders, the banks and several of our operating subsidiaries use credit bureau data in their underwriting activities.
Moreover, the federal government has considered, and will likely in the future consider, various proposals for more comprehensive data privacy and cybersecurity legislation and regulations, to which we may be subject if passed. Like other lenders, the banks and several of our operating subsidiaries use credit bureau data in their underwriting activities.
The real estate lending policies must reflect consideration of the federal bank regulators’ Interagency Guidelines for Real Estate Lending Policies. 14 Anti-Money Laundering Programs The Bank Secrecy Act (the “BSA”) and USA PATRIOT Act of 2001 (the “USA PATRIOT Act”) contain anti-money laundering (“AML”) and financial transparency provisions intended to detect, and prevent the use of the U.S. financial system for, money laundering and terrorist financing activities.
The real estate lending policies must reflect consideration of the federal bank regulators’ Interagency Guidelines for Real Estate Lending Policies. 14 Anti-Money Laundering Programs The Bank Secrecy Act (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”), and its implementing regulations contain anti-money laundering (“AML”) and financial transparency provisions intended to detect and prevent the U.S. financial system from being exploited for money laundering and terrorist financing activities.
Under the rule, the assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits. Wintrust recorded $34.4 million and $5.2 million, respectively, in the fourth quarter of 2023 and first quarter of 2024.
Under the rule, the assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion of uninsured deposits. $5.2 million of the special assessment was recorded in the first quarter of 2024.
The wealth management segment had total assets of $1.1 billion, $1.2 billion and $1.8 billion as of December 31, 2024, 2023 and 2022, respectively. The wealth management segment accounted for 8.0% of our consolidated net revenues, excluding intersegment eliminations, for the year ended December 31, 2024.
The wealth management segment had total assets of $1.3 billion, $1.1 billion and $1.2 billion as of December 31, 2025, 2024 and 2023, respectively. The wealth management segment accounted for 6.9% of our consolidated net revenues, excluding intersegment eliminations, for the year ended December 31, 2025.
The AMLA also contains provisions that promote increased information-sharing and use of technology, and increases penalties for violations of the BSA and includes whistleblower incentives, both of which could increase the prospect of regulatory enforcement.
The AMLA also contains provisions that promote increased information-sharing and use of technology, and increases penalties for violations of the BSA and includes whistleblower incentives, both of which could increase the prospect of regulatory enforcement. Office of Foreign Assets Control Regulation The U.S.
For the years ended December 31, 2024, 2023 and 2022, the wealth management segment had net revenues of $198.1 million, $169.3 million and $162.9 million, respectively, and net income of $50.0 million, $33.0 million and $39.4 million, respectively.
For the years ended December 31, 2025, 2024 and 2023, the wealth management segment had net revenues of $191.9 million, $198.1 million and $169.3 million, respectively, and net income of $41.9 million, $50.0 million and $33.0 million, respectively.
The standards by which bank and financial institution acquisitions are evaluated have been undergoing review and change by the federal banking agencies. In September 2024, the OCC adopted a final rule and policy statement regarding its review of Bank Merger Act applications for OCC-supervised institutions.
The standards by which bank and financial institution acquisitions are evaluated may be subject to change by the federal agencies. In September 2024, the OCC adopted a final rule and policy statement regarding its review of Bank Merger Act (“BMA”) applications for OCC-supervised institutions.
Sanctions that may be imposed for failure to comply with laws or regulations governing investment advisers include the suspension of individual employees, limitations on an adviser’s engaging in various asset management activities for specified periods of time, the revocation of registrations, other censures and fines.
Sanctions that may be imposed for failure to comply with laws or regulations governing investment advisers include the suspension of individual employees, limitations on an adviser’s engaging in various asset management activities for specified periods of time, the revocation of registrations, other censures and fines. Wintrust Investments was previously subject to these regulations until it deregistered as an investment adviser.
During 2024, Tricom processed payrolls with associated client billings of approximately $695.5 million 5 and contributed approximately $10.5 million to our revenue, net of interest expense, which does not reflect intersegment eliminations.
During 2025, Tricom processed payrolls with associated client billings of approximately $593.3 million and contributed approximately $10.1 million to our revenue, net of interest expense, which does not reflect intersegment eliminations.
OFAC also publishes lists of persons and organizations that are subject to asset blocking sanctions, known as the Specially Designated Nationals and Blocked Persons List. Blocked assets ( e.g. , property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.
OFAC also publishes lists of persons and organizations that are subject to asset blocking sanctions, including the Specially Designated Nationals and Blocked Persons List. Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal consequences.
For the years ended December 31, 2024, 2023 and 2022, the community banking segment had net revenues of $1.8 billion, $1.7 billion and $1.5 billion, respectively, and net income of $458.7 million, $414.1 million and $349.3 million, respectively.
For the years ended December 31, 2025, 2024 and 2023, the community banking segment had net revenues of $2.1 billion, $1.8 billion and $1.7 billion, respectively, and net income of $576.7 million, $458.7 million and $414.1 million, respectively.
The community banking segment had total assets of $52.5 billion, $44.4 billion and $41.4 billion as of December 31, 2024, 2023 and 2022, respectively. The community banking segment accounted for approximately 72.9% of our consolidated net revenues, excluding intersegment eliminations, for the year ended December 31, 2024.
The community banking segment had total assets of $57.3 billion, $52.5 billion and $44.4 billion as of December 31, 2025, 2024 and 2023, respectively. The community banking segment accounted for approximately 74.7% of our consolidated net revenues, excluding intersegment eliminations, for the year ended December 31, 2025.
Treasury Department to issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities, and conduct studies and issue regulations that may, over the next few years, significantly alter some of the due diligence, recordkeeping and reporting requirements that the BSA and USA PATRIOT Act impose on banks.
Treasury Department to issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities, and conduct studies and issue regulations that may significantly alter some of the due diligence, recordkeeping and reporting requirements that the BSA and its implementing regulations impose on banks.
Specialty Finance Through our specialty finance segment, we offer financing of insurance premiums for businesses and individuals; accounts receivable financing, value-added, out-sourced administrative services; and other specialty finance businesses.
Specialty Finance Through our specialty finance segment, we offer financing of insurance premiums for businesses and individuals; insurance banking services, which provides financing to insurance agents, brokers, insurance carriers and other insurance businesses; and accounts receivable financing, value-added, out-sourced administrative services; and other specialty finance businesses.
As a result, Lake Forest Bank was founded in December 1991 to service the Lake Forest and Lake Bluff communities within the Chicago metropolitan area. As of December 31, 2024, we owned sixteen nationally chartered banks: Lake Forest Bank, Barrington Bank, Wintrust Bank, N.A. (“Wintrust Bank”), Libertyville Bank & Trust Company, N.A. (“Libertyville Bank”), Northbrook Bank & Trust Company, N.A.
As a result, Lake Forest Bank was founded in December 1991 to service the Lake Forest and Lake Bluff communities within the Chicago metropolitan area. As of December 31, 2025, we owned sixteen nationally chartered banks: Barrington Bank, Beverly Bank & Trust Company, N.A. (“Beverly Bank”), Crystal Lake Bank & Trust Company, N.A.
The Tier 1 Leverage Ratio is not impacted by the Capital Conservation Buffer, and a banking institution may be considered well-capitalized while remaining out of compliance with the Capital Conservation Buffer. 11 The table below summarizes the capital requirements that we and our subsidiary banks must satisfy to avoid limitations on capital distributions and certain discretionary bonus payments (i.e., the required minimum capital ratios plus the Capital Conservation Buffer): Minimum Regulatory Capital Ratio Plus Capital Conservation Buffer Tier 1 capital ratio 8.50 % Common Equity Tier 1 Capital Ratio 7.00 Total Capital Ratio 10.50 As of December 31, 2024, our Company’s and our subsidiary banks’ regulatory capital ratios were above the well-capitalized standards and met the Capital Conservation Buffer.
The table below summarizes the capital requirements that we and our subsidiary banks must satisfy to avoid limitations on capital distributions and certain discretionary bonus payments (i.e., the required minimum capital ratios plus the Capital Conservation Buffer): Minimum Regulatory Capital Ratio Plus Capital Conservation Buffer Tier 1 Capital Ratio 8.50 % Common Equity Tier 1 Capital Ratio 7.00 Total Capital Ratio 10.50 11 As of December 31, 2025, our Company’s and our subsidiary banks’ regulatory capital ratios were above the well-capitalized standards and met the Capital Conservation Buffer.
The specialty finance segment had total assets of $11.2 billion, $10.7 billion and $9.8 billion as of December 31, 2024, 2023 and 2022, respectively. The specialty finance segment accounted for 19.1% of our consolidated net revenues, excluding intersegment eliminations, for the year ended December 31, 2024.
The specialty finance segment had total assets of $12.5 billion, $11.2 billion and $10.7 billion as of December 31, 2025, 2024 and 2023, respectively. The specialty finance segment accounted for 18.4% of our consolidated net revenues, excluding intersegment eliminations, for the year ended December 31, 2025.
For the years ended December 31, 2024, 2023 and 2022 the specialty finance segment had net revenues of $475.6 million, $435.0 million and $344.4 million, respectively, and net income of $186.3 million, $175.5 million and $120.9 million, respectively.
For the years ended December 31, 2025, 2024 and 2023 the specialty finance segment had net revenues of $509.1 million, $475.6 million and $435.0 million, respectively, and net income of $205.3 million, $186.3 million and $175.5 million, respectively.
The CFPB has promulgated, and continues to promulgate, many mortgage-related final rules since it was established under the Dodd-Frank Act, including rules related to the ability to repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, Home Mortgage Disclosure Act requirements and appraisal and escrow standards for higher priced mortgages.
The CFPB has promulgated many mortgage-related final rules since it was established, including rules related to the ability to repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, Home Mortgage Disclosure Act requirements and appraisal and escrow standards for higher priced mortgages. Most of the provisions of these mortgage-related final rules are currently effective.
Additionally, the federal banking regulators, as well as the SEC and related self-regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions. Data privacy and cybersecurity also are areas of increasing state legislative focus.
Additionally, the federal banking regulators, as well as the SEC and related self-regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions.
The Company is a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), subject to regulation, supervision, and examination by the Federal Reserve.
We expect that our business will remain subject to extensive regulation and supervision. The Company is a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), subject to regulation, supervision, and examination by the Federal Reserve.
In 2024, our commercial premium finance operations, life insurance premium finance operations, leasing operations and accounts receivable finance operations accounted for 49%, 30%, 19% and 2%, respectively, of the total revenues of our specialty finance business.
In 2025, our commercial premium finance operations, life insurance premium finance operations, leasing operations and accounts receivable finance operations accounted for 48%, 28%, 2% and 22%, respectively, of the total revenues of our specialty finance business.
For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”) applies to covered businesses that conduct business in California and meet certain revenue or personal information collection thresholds.
Data privacy and cybersecurity are also areas of increasing state legislative and regulatory focus. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”) applies to covered businesses that conduct business in California and meet certain revenue or personal information collection thresholds.
The BSA, as amended by the USA PATRIOT Act, requires financial institutions, including banks, to undertake activities including maintaining an AML program, verifying the identity of customers, monitoring for and reporting suspicious transactions, reporting on cash transactions exceeding specified thresholds, and responding to requests for information by regulatory authorities and law enforcement agencies.
The BSA, as amended, and its implementing regulations impose compliance obligations on financial institutions, including banks, which include maintaining an AML compliance program, verifying the identity of customers, monitoring for and reporting suspicious transactions, reporting on cash transactions exceeding specified thresholds, and responding to requests for information by regulatory authorities and law enforcement agencies.
Tricom’s management believes that its commitment to service distinguishes it from competitors. Wealth Management Our wealth management companies (WPT, Wintrust Investments, GLA and CDEC) compete with larger wealth management subsidiaries of other larger bank holding companies as well as with other trust companies, brokerage and other financial service companies, stockbrokers and financial advisors.
Wealth Management Our wealth management companies (WPT, Wintrust Investments, GLA and CDEC) compete with larger wealth management subsidiaries of other larger bank holding companies as well as with other trust companies, brokerage and other financial service companies, stockbrokers and financial advisors.
Insurance of Deposit Accounts The deposits of each of our subsidiary banks are insured by the DIF up to the standard maximum deposit insurance amount of $250,000 per depositor.
All of our subsidiary banks are commonly controlled within the meaning of the cross-guarantee provision. 13 Insurance of Deposit Accounts The deposits of each of our subsidiary banks are insured by the DIF up to the standard maximum deposit insurance amount of $250,000 per depositor.
Wintrust Investments and GLA in their capacities as investment advisers are subject to regulations covering matters such as transactions between clients, transactions between the adviser and clients, custody of client assets and management of mutual funds and other client accounts.
GLA in its capacity as an investment adviser is subject to regulations covering matters such as transactions between clients, transactions between the adviser and clients, custody of client assets and management of mutual funds and other client accounts.
Basel III capital rules that simplified, for certain bank holding companies and banks, including us and our subsidiary banks, the framework for capital deductions for mortgage servicing assets, certain deferred tax assets and investments in the capital instruments of unconsolidated financial institutions, and the recognition of minority interests in regulatory capital. These amendments were effective as of April 1, 2020.
Under the capital rules, for certain bank holding companies and banks, including us and our subsidiary banks, the framework for capital deductions for mortgage servicing assets, certain deferred tax assets and investments in the capital instruments of unconsolidated financial institutions, and the recognition of minority interests in regulatory capital.
Office of Foreign Assets Control Regulation The U.S. Department of the Treasury’s Office of Foreign Assets Control, or “OFAC,” is responsible for administering economic sanctions that affect transactions with designated foreign countries and territories, nationals and others, as defined by various Executive Orders and Acts of Congress. OFAC-administered sanctions take many different forms.
Department of the Treasury’s Office of Foreign Assets Control, or “OFAC,” is responsible for administering U.S. economic sanctions that restrict transactions with designated foreign countries and territories, nationals and others. U.S. economic sanctions take many different forms.
As of December 31, 2024, the Company’s wealth management subsidiaries had approximately $51.2 billion of assets under administration, which included $8.5 billion of assets owned by the Company and its subsidiary banks.
As of December 31, 2025, the Company’s wealth management subsidiaries had approximately $46.5 billion of assets under administration, which excludes $9.6 billion of assets owned by the Company and its subsidiary banks.
An FDIC cross-guarantee claim against a depository institution is superior in right of payment to claims of the holding company and its affiliates against such depository institution. All of our subsidiary banks are commonly controlled within the meaning of the cross-guarantee provision.
An FDIC cross-guarantee claim against a depository institution is superior in right of payment to claims of the holding company and its affiliates against such depository institution.
The CCPA may be interpreted or applied in a manner inconsistent with our understanding, resulting in further uncertainty and potentially requiring us to incur additional costs and expenses in an effort to comply with these requirements. Similar laws have been adopted by other states where we do business, or may in the future do business.
The CCPA may be interpreted or applied in a manner inconsistent with our understanding, resulting in further uncertainty and potentially requiring us to incur additional costs and expenses in an effort to comply with these requirements.
As a result, the Common Equity Tier 1 capital ratio and Tier 1 leverage ratio are denoted as “N/A” in this column.
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny failure or perceived failure by us to comply with our privacy policies, or applicable data privacy and cybersecurity laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal information, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, proceedings or actions against us, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions).
Biggest changeAdditional risks could arise in connection with any failure or perceived failure by us, our service providers or other third parties with which we do business to provide adequate disclosure or transparency to our customers about the personal information collected from them and its use, to receive, document or honor the privacy preferences expressed by our customers, to protect personal information from unauthorized disclosure, or to maintain proper training on privacy practices for all employees or third parties who have access to personal information in our possession or control. 29 Any failure or perceived failure by us to comply with our privacy policies, or applicable data privacy and cybersecurity laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release, transfer or other processing of personal information, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, proceedings or actions against us, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions).
Legal and Regulatory Risks • Includes risks related to our ability to meet regulatory capital ratios, changes in the United States’ monetary policy, legislative and regulatory actions taken now or in the future regarding the financial services industry, changes in data privacy and cybersecurity laws and regulations, financial reform legislation and increased regulatory rigor around consumer protection mortgage-related issues, federal, state and local consumer lending laws that may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans, regulatory initiatives regarding bank capital requirements that may require heightened capital, any increase in our FDIC insurance premiums, any non-compliance with the USA PATRIOT Act, BSA or other laws and regulations, claims and legal actions, examinations and challenges by tax authorities, changes in federal and state tax laws and changes in the interpretation of existing laws, changes in accounting policies or accounting standards and changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs.
Legal and Regulatory Risks • Includes risks related to our ability to meet regulatory capital ratios, changes in the United States’ monetary policy, legislative and regulatory actions taken now or in the future regarding the financial services industry, changes in data privacy and cybersecurity laws and regulations, financial reform legislation and increased regulatory rigor around consumer protection mortgage-related issues, federal, state and local consumer lending laws that may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans, regulatory initiatives regarding bank capital requirements that may require heightened capital, any increase in our FDIC insurance premiums, any non-compliance with the USA PATRIOT Act, BSA or other laws and regulations, claims and legal actions, examinations and challenges by tax authorities, changes in federal and state tax laws and changes in the 22 interpretation of existing laws, changes in accounting policies or accounting standards and changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs.
These may include, among other things, computer viruses, malicious or destructive code, phishing attacks, denial of service or information, ransomware, malfeasance or improper access by employees or vendors, attacks on personal email of employees, hacking, terrorist activities, identity theft, social engineering, credential stuffing, account takeovers, insider threats, human error, fraud, or other similar incidents that could result in the unauthorized release, gathering, monitoring, misuse, misappropriation, loss, disclosure or destruction of confidential, personal, proprietary and other information of ours, our employees, our customers or of third parties, damage to our systems and networks or other material disruption of our or our customers’ or other third parties’ network access or business operations.
These may include, among other things, computer viruses, malicious or destructive code, phishing attacks, denial of service or information, ransomware, malfeasance or improper access by employees or vendors, 39 attacks on personal email of employees, hacking, terrorist activities, identity theft, social engineering, credential stuffing, account takeovers, insider threats, human error, fraud, or other similar incidents that could result in the unauthorized release, gathering, monitoring, misuse, misappropriation, loss, disclosure or destruction of confidential, personal, proprietary and other information of ours, our employees, our customers or of third parties, damage to our systems and networks or other material disruption of our or our customers’ or other third parties’ network access or business operations.
Significant prolonged reduced investor demand could manifest itself in lower fair values for these securities 38 and may result in recognition of an other-than-temporary or permanent impairment of available-for-sale debt securities and unrealized losses of equity securities with a readily determinable fair value recognized in earnings, which could lead to accounting charges and have a material adverse effect on the Company's financial condition and results of operations.
Significant prolonged reduced investor demand could manifest itself in lower fair values for these securities and may result in recognition of an other-than-temporary or permanent impairment of available-for-sale debt securities and unrealized losses of equity securities with a readily determinable fair value recognized in earnings, which could lead to accounting charges and have a material adverse effect on the Company's financial condition and results of operations.
Risks Related to Financial Strength and Liquidity 23 • Includes risks related to changes in prevailing interest rates, our liquidity position, an actual or perceived reduction in our financial strength, loss of deposits or a change in deposit mix, our credit rating, capital not being available when it is needed or the cost of that capital being very high, disruption in the financial markets, and being a bank holding company and therefore being limited in sources of funds, including to pay dividends.
Risks Related to Financial Strength and Liquidity • Includes risks related to changes in prevailing interest rates, our liquidity position, an actual or perceived reduction in our financial strength, loss of deposits or a change in deposit mix, our credit rating, capital not being available when it is needed or the cost of that capital being very high, disruption in the financial markets, and being a bank holding company and therefore being limited in sources of funds, including to pay dividends.
In addition, we anticipate that our pro forma capital ratios will be an 31 important factor considered by the Federal Reserve in evaluating whether proposed payments of dividends or stock repurchases are consistent with its prudential expectations. For more information regarding capital requirements, see “Capital Requirements of the Company and Subsidiary Banks” under Supervision and Regulation in Item 1.
In addition, we anticipate that our pro forma capital ratios will be an important factor considered by the Federal Reserve in evaluating whether proposed payments of dividends or stock repurchases are consistent with its prudential expectations. For more information regarding capital requirements, see “Capital Requirements of the Company and Subsidiary Banks” under Supervision and Regulation in Item 1.
Although we believe our allowance for credits losses is adequate to absorb estimated credit losses in our loan portfolio, if our estimates are inaccurate and our actual credit losses exceed the amount that is anticipated, or if the forecasts and assumptions used in calculating our reserves are significantly different from those we actually experience, our financial condition and liquidity could be materially adversely affected.
Although we believe our allowance for credits losses is adequate to absorb estimated credit losses in our loan portfolio, if our estimates are inaccurate and our actual credit losses exceed the amount that is anticipated, or if the forecasts and assumptions 32 used in calculating our reserves are significantly different from those we actually experience, our financial condition and liquidity could be materially adversely affected.
Our financial, accounting, data processing, backup or other operating or security systems, networks and infrastructure, or those of third parties, may fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could adversely affect our ability to process transactions 39 or provide services.
Our financial, accounting, data processing, backup or other operating or security systems, networks and infrastructure, or those of third parties, may fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could adversely affect our ability to process transactions or provide services.
Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties and routinely execute transactions with counterparties in the financial services industry, including the Federal Home Loan Bank (“FHLB”), commercial banks, brokers and dealers, investment banks and other institutional clients.
Financial services institutions are interrelated as a result of trading, clearing, 26 counterparty or other relationships. We have exposure to many different industries and counterparties and routinely execute transactions with counterparties in the financial services industry, including the Federal Home Loan Bank (“FHLB”), commercial banks, brokers and dealers, investment banks and other institutional clients.
Climate change could have an impact on longer-term natural weather trends and increase the occurrence and severity of such adverse weather events. 34 Any inaccurate assumptions in our analytical and forecasting models could cause us to miscalculate our projected revenue, capital, liquidity or losses, which could adversely affect our financial condition.
Climate change could have an impact on longer-term natural weather trends and increase the occurrence and severity of such adverse weather events. Any inaccurate assumptions in our analytical and forecasting models could cause us to miscalculate our projected revenue, capital, liquidity or losses, which could adversely affect our financial condition.
Many of these transactions expose us to credit risk as well as market and liquidity risk in the event of a default by a counterparty or client. In addition, our credit risk 27 may be exacerbated when collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount due to us.
Many of these transactions expose us to credit risk as well as market and liquidity risk in the event of a default by a counterparty or client. In addition, our credit risk may be exacerbated when collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount due to us.
For more information regarding our allowance for loan losses, see “Loan Portfolio and Asset Quality” under Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7. 33 A significant portion of our loan portfolio is comprised of commercial loans, the repayment of which is largely dependent upon the financial success and economic viability of the borrower.
For more information regarding our allowance for loan losses, see “Loan Portfolio and Asset Quality” under Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7. A significant portion of our loan portfolio is comprised of commercial loans, the repayment of which is largely dependent upon the financial success and economic viability of the borrower.
Any of the foregoing could harm our reputation, 30 distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our products and services, and ultimately result in the imposition of liability, any of which could have a material adverse effect on our business, financial condition and results of operations.
Any of the foregoing could harm our reputation, distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our products and services, and ultimately result in the imposition of liability, any of which could have a material adverse effect on our business, financial condition and results of operations.
Additionally, certain of our banking clients have experienced, and could experience in the future, financial fraud and related losses, often requiring our involvement and assistance. Losses in the future could be material, negatively affect our results of operations, financial condition, prospects or reputation. Our vendors may be responsible for failures that adversely affect our operations.
Additionally, certain of our banking clients have experienced, and could experience in the future, financial fraud and related losses, often requiring our involvement and assistance. Losses in the future could be material, negatively affect our results of operations, financial condition, prospects or reputation. 41 Our vendors may be responsible for failures that adversely affect our operations.
Acts of fraud are difficult to detect and deter, and we cannot assure investors that our risk management procedures and controls will prevent losses from fraudulent activity. Wintrust Life Finance may be exposed to the risk of loss in our life insurance premium finance business because of fraud.
Acts of fraud are difficult to detect and 34 deter, and we cannot assure investors that our risk management procedures and controls will prevent losses from fraudulent activity. Wintrust Life Finance may be exposed to the risk of loss in our life insurance premium finance business because of fraud.
This updating entails significant costs and creates risks associated with implementing new systems and networks and integrating them with existing ones, including business interruptions. Implementation and testing of controls related to our computer systems and networks, security monitoring and retaining and training personnel required to operate our systems also entail significant costs.
This updating entails significant costs and creates risks associated with implementing new systems, networks and infrastructure and integrating them with existing ones, including business interruptions. Implementation and testing of controls related to our computer systems, networks and infrastructure, security monitoring and retaining and training personnel required to operate our systems, networks and infrastructure also entail significant costs.
Moreover, the FDIC's enhanced supervisory period for de novo banks of three years, including higher capital requirements during this period, could also delay a new bank's ability to contribute to the Company's earnings and impact the Company's willingness to expand through de novo bank formation.
Moreover, the OCC’s and FDIC's enhanced supervisory period for de novo banks of three years, including higher capital requirements during this period, could also delay a new bank's ability to contribute to the Company's earnings and impact the Company's willingness to expand through de novo bank formation.
The risks associated with retail brokerage may not be supported by the income generated by our wealth management operations. Risks Related to Financial Strength and Liquidity Changes in prevailing interest rates could adversely affect our net interest income, which is our largest source of income.
The risks associated with retail brokerage may not be supported by the income generated by our wealth management operations. 35 Risks Related to Financial Strength and Liquidity Changes in prevailing interest rates could adversely affect our net interest income, which is our largest source of income.
The risk that we may be perceived as less creditworthy relative to other market participants is increased in the current market 37 environment, where the consolidation of financial institutions, including major global financial institutions, is resulting in a smaller number of much larger counterparties and competitors.
The risk that we may be perceived as less creditworthy relative to other market participants is increased in the current market environment, where the consolidation of financial institutions, including major global financial institutions, is resulting in a smaller number of much larger counterparties and competitors.
In addition, we may need to take our systems or networks offline if they become infected with malware or a computer virus or as a result of another form of cyber-attack, information security breach or other similar incident.
In addition, we may need to take our systems, networks or infrastructure offline if they become infected with malware or a computer virus or as a result of another form of cyber-attack, information security breach or other similar incident.
As climate risk is interconnected with all key risk types, we have begun to develop and continue to enhance processes, to embed climate risk considerations into our risk management strategies established for risks such as market, credit and operational risks; however, because the timing and severity of climate change may not be predictable, our risk management strategies may not be effective in mitigating climate risk exposure. 25 Risks Related to Competition and Reputation The financial services industry is very competitive, and if we are not able to compete effectively, we may lose market share and our business could suffer.
As climate risk is interconnected with all key risk types, we have begun to develop and continue to enhance processes, to embed climate risk considerations into our risk management strategies established for risks such as market, credit and operational risks; however, because the timing and severity of climate change may not be predictable, our risk management strategies may not be effective in mitigating climate risk exposure. 24 Risks Related to Competition and Reputation The financial services industry is very competitive, and if we are not able to compete effectively, we may lose market share and our business could suffer.
We rely on our employees and third parties in our day-to-day and ongoing operations, who may, as a result of human error, misconduct, malfeasance or failure, or breach of our or of third-party systems or infrastructure, expose us to risk.
We rely on our employees and third parties in our day-to-day and ongoing operations, who may, as a result of human error, misconduct, malfeasance or failure, or breach of our or of third-party systems, networks or infrastructure, expose us to risk.
Other negative impacts could include volatile capital markets, an adverse impact on the U.S. economy and the U.S. dollar, as well as increased default rates among 24 borrowers in light of increased economic uncertainty.
Other negative impacts could include volatile capital markets, an adverse impact on the U.S. economy and the U.S. dollar, as well as increased default rates among borrowers in light of increased economic uncertainty.
In addition to various data privacy and cybersecurity laws and regulations already in place, U.S. states are increasingly adopting laws and regulations imposing comprehensive data privacy and cybersecurity obligations, which may be more stringent, broader in scope, or offer greater individual rights, with respect to personal information than federal or other state laws and regulations, and such laws and regulations may differ from each other, which may complicate compliance efforts and increase compliance costs.
In addition to various data privacy and cybersecurity laws, regulations, rules and standards already in place, U.S. states are increasingly adopting laws, regulations, rules and standards imposing comprehensive data privacy and cybersecurity obligations, which may be more stringent, broader in scope, or offer greater individual rights, with respect to personal information than federal or other state laws, regulations, rules and standards and such laws, regulations, rules and standards may differ from each other, which may complicate compliance efforts and increase compliance costs.
Our business relies on the secure processing, transmission, storage and retrieval of confidential, personal, proprietary and other information in our computer and data management systems and networks, and in the computer and data management systems and networks of third parties.
Our business relies on the secure processing, transmission, storage and retrieval of confidential, personal, proprietary and other information in our computer and data management systems, networks and infrastructure, and in the computer and data management systems, networks and infrastructure of third parties.
The occurrence of any disruptions or failures impacting our or our third-party vendors’ operational or security systems, networks or infrastructure could result in a loss of customer business and expose us to additional regulatory scrutiny, civil litigation, and possible financial liability, any of which could adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm.
The occurrence of any disruptions or failures impacting our or our third-party vendors’ or service providers’ operational or security systems, networks or infrastructure could result in a loss of customer business and expose us to additional regulatory scrutiny, civil litigation, and possible financial liability, any of which could adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm.
Increased focus on environmental, social and governance (“ESG”) issues could damage our reputation or prospects if customers, prospective customers, investors or third parties assigning ESG ratings to the Company are of the opinion that the Company’s practices, including without limitation our lending practices, are not sufficiently robust from an ESG perspective, or otherwise disagree with the Company’s practices.
Evolving focus on environmental, social and governance (“ESG”) issues could damage our reputation or prospects if customers, prospective customers, investors or third parties assigning ESG ratings to the Company are of the opinion that the Company’s practices, including without limitation our lending practices, are not sufficiently robust from an ESG perspective, or otherwise disagree with the Company’s practices.
For more information regarding data privacy and cybersecurity laws and regulations, see “Protection of Client Information” under Supervision and Regulation in Item 1. Financial reform legislation and increased regulatory rigor around consumer protection and mortgage-related issues may reduce our ability to market our products to consumers and may limit our ability to profitably operate our mortgage business.
For more information regarding data privacy and cybersecurity laws, regulations, rules and standards, see “Protection of Client Information” under Supervision and Regulation in Item 1. Financial reform legislation and increased regulatory rigor around consumer protection and mortgage-related issues may reduce our ability to market our products to consumers and may limit our ability to profitably operate our mortgage business.
While we are unable to predict the scope or impact of any potential legislation or regulatory action until it becomes final, it is possible that changes in applicable laws, regulations or interpretations thereof could significantly increase our regulatory compliance costs, impede the efficiency of our internal business processes, negatively impact the recoverability of certain of our recorded assets, require us to increase our regulatory capital, interfere with our executive compensation plans, or limit our ability to pursue business opportunities in an efficient manner including our plan for de novo growth and growth through acquisitions.
While we are unable to predict the scope or impact of any potential legislation or regulatory action, it is possible that changes in applicable laws, regulations or interpretations thereof could significantly increase our regulatory compliance costs, impede the efficiency of our internal business processes, negatively impact the recoverability of certain of our recorded assets, require us to increase our regulatory capital, interfere with our executive compensation plans, or limit our ability to pursue business opportunities in an efficient manner including our plan for de novo growth and growth through acquisitions.
Specifically, the office property segment, which represents 3.45% of our total loan portfolio, is undergoing a structural shift given the rise of a remote work environment, resulting in heightened vacancies and potentially reduced leasing needs. It is anticipated that this heightened risk environment for the office segment may take several years to resolve.
Specifically, the office property segment, which represents 3.18% of our total loan portfolio, is undergoing a structural shift given the rise of a remote work environment, resulting in heightened vacancies and potentially reduced leasing needs. It is anticipated that this heightened risk environment for the office segment may take several years to resolve.
However, some new technologies needed to compete effectively result in incremental 28 operating costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in operations.
However, some new technologies needed to compete effectively result in incremental 27 operating costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in operations.
As a result of increasing consolidation, interdependence and complexity of financial entities and technology systems, a technology failure, cyber-attack, information security breach or other similar incident that significantly degrades, deletes or compromises the systems, networks or data of one or more financial entities could have a material impact on counterparties or other market participants, including us.
As a result of increasing consolidation, interdependence and complexity of financial entities and technology systems, a technology failure, cyber-attack, information security breach or other similar incident that significantly degrades, deletes or compromises the systems, networks or infrastructure, including the data therein, of one or more financial entities could have a material impact on counterparties or other market participants, including us.
Consequently, the ultimate sales price for any of these securities could vary significantly from the recorded fair value at December 31, 2024, especially if the security is sold during a period of illiquidity or market disruption or as part of a large block of securities under a forced transaction.
Consequently, the ultimate sales price for any of these securities could vary significantly from the recorded fair value at December 31, 2025, especially if the security is sold during a period of illiquidity or market disruption or as part of a large block of securities under a forced transaction.
Although we believe that we have appropriate information security procedures and controls designed to prevent or limit the effects of a cyber-attack, information security breach or other similar incident, our or our customers’ and/or third parties’ computers, systems or networks may be the target of cyber-attacks, information security breaches or other similar incidents that could result in the unauthorized release, accessing, gathering, monitoring, loss, destruction, modification, acquisition, transfer, use or other processing of our or our customers’ confidential, personal, proprietary and other information.
Although we believe that we have appropriate information security procedures and controls designed to prevent or limit the effects of a cyber-attack, information security breach or other similar incident, our or our customers’ and/or third parties’ systems, networks and infrastructure may be the target of cyber-attacks, information security breaches or other similar incidents 40 that could result in the unauthorized release, accessing, gathering, monitoring, loss, destruction, modification, acquisition, transfer, use or other processing of our or our customers’ confidential, personal, proprietary and other information.
While we generally perform cybersecurity diligence on our key vendors, because we do not control our vendors and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share them.
While we generally perform cybersecurity diligence on our key vendors and service providers, because we do not control our vendors and service providers and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share them.
Risks Related to Economic Conditions and Operating Environment • Includes risks related to deterioration in economic conditions and economic declines in the Chicago metropolitan, southern Wisconsin and west Michigan market areas, since our business is concentrated in these regions, and climate change and related environmental and sustainability matters.
Risks Related to Economic Conditions and Operating Environment • Includes risks related to deterioration in economic conditions and economic declines in the Chicago metropolitan, southern Wisconsin and west Michigan market areas, since our business is concentrated in these regions, as well as climate change and related environmental and sustainability matters.
In the event that backup systems are utilized, they may not process data as quickly as our primary systems and some data might not have been saved to backup systems, potentially resulting in a temporary or permanent loss of such data.
In the event that backup systems are utilized, they may not process data as quickly as our primary systems, networks or infrastructure and some data might not have been saved to backup systems, potentially resulting in a temporary or permanent loss of such data.
Certain aspects of federal and state laws and regulations relating to data privacy and cybersecurity, as well as their enforcement, remain unclear, and we may be required to modify our practices in an effort to comply with them.
Certain aspects of federal and state laws, regulations, rules and standards relating to data privacy and cybersecurity, as well as their enforcement, remain unclear, and we may be required to modify our practices in an effort to comply with them.
Climate change manifesting as transition, physical or other risks could adversely affect our operations, businesses, customers, reputation and financial condition. The physical risks of climate change include discrete events, such as flooding, hurricanes, tornadoes and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought.
Climate change manifesting as transition, physical or other risks could adversely affect our operations, businesses, customers, reputation and financial condition. The physical risks of climate change include discrete events, such as flooding, hurricanes, tornadoes and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, increased severe weather, and more frequent and prolonged drought.
Further, while we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rules and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy or cybersecurity.
Further, while we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rules, standards and contractual obligations, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy or cybersecurity.
Our computer systems and network infrastructure and those of third parties, on which we are highly dependent, are subject to security risks and could be susceptible to cyber-attacks, information security breaches and other similar incidents.
Our computer systems, networks and infrastructure and those of third parties, on which we are highly dependent, are subject to security risks and could be susceptible to cyber-attacks, information security breaches and other similar incidents.
Deterioration in the real estate markets could lead to additional losses, which could have a material adverse effect on our financial condition and results of operations. As of both December 31, 2024 and 2023, approximately 36% and 35%, respectively, of our total loan portfolio was secured by real estate, the majority of which is commercial real estate.
Deterioration in the real estate markets could lead to additional losses, which could have a material adverse effect on our financial condition and results of operations. As of both December 31, 2025 and 2024, approximately 36% and 36%, respectively, of our total loan portfolio was secured by real estate, the majority of which is commercial real estate.
This consolidation, interconnectivity and complexity increases the risk of operational failure, on both individual and industry-wide bases, as disparate systems need to be integrated, often on an accelerated basis.
This consolidation, interconnectivity and complexity increases the risk of operational failure, on both individual and industry-wide bases, as disparate systems, networks and infrastructure need to be integrated, often on an accelerated basis.
If such activities are detected, financial institutions are obligated to file suspicious activity reports with FinCEN. The BSA and its implementing regulations require covered financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new accounts. Failure to comply with the BSA and its implementing regulations could result in fines or sanctions.
If suspicious activities are detected, financial institutions are required to file suspicious activity reports with FinCEN. The BSA and its implementing regulations require covered financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new accounts. Failure to comply with the BSA and its implementing regulations could result in fines or sanctions.
Our premium finance receivables balances finance insurance policies that are spread among a large number of insurers; however, one of the insurers represents approximately 10% of such balances and two additional insurers represent approximately 8% and 6% each of such balances. FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada consistently monitor carrier ratings and financial performance of our carriers.
Our premium finance receivables balances finance insurance policies that are spread among a large number of insurers; however, one of the insurers represents approximately 9% of such balances and two additional insurers represent approximately 8% each of such balances. FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada consistently monitor carrier ratings and financial performance of our carriers.
Any failure to comply with any of these regulations could have a significant impact on our ability to operate, our ability to acquire or open new banks and/or result in meaningful fines. Regulatory initiatives regarding bank capital requirements may require heightened capital. The U.S.
Any failure to comply with any of these regulations could have a significant impact on our ability to operate, our ability to acquire or open new banks and/or result in meaningful fines. Regulatory initiatives regarding bank capital requirements may require heightened capital.
Due to applicable laws and regulations or contractual obligations, we may be held responsible for cyber-attacks, information security breaches or other similar incidents attributed to our service providers as they relate to the information we share with them.
Due to applicable laws, regulations, rules, standards or contractual obligations, we may be held responsible for cyber-attacks, information security breaches or other similar incidents attributed to our vendors and service providers as they relate to the information we share with them.
As of December 31, 2024, approximately 97% of the Company's available-for-sale debt securities and equity securities with a readily determinable fair value were categorized in level 1 or 2 of the fair value hierarchy (meaning that their fair values were determined by unadjusted quoted prices in active markets for identical assets, quoted prices for similar assets or other observable inputs).
As of December 31, 2025, approximately 98% of the Company's available-for-sale debt securities and equity securities with a readily determinable fair value were categorized in level 1 or 2 of the fair value hierarchy (meaning that their fair values were determined by unadjusted quoted prices in active markets for identical assets, quoted prices for similar assets or other observable inputs).
Failing to comply with expectations and standards from investors, customers, regulators, policymakers and other stakeholders regarding ESG-related issues, or taking action in conflict with one or another of those stakeholders’ expectations, could also lead to a loss of business, adverse publicity, an adverse impact on our reputation, customer complaints or other adverse consequences.
Failing to comply with expectations and standards from investors, customers, regulators, lawmakers and other stakeholders regarding ESG-related issues, or taking action in conflict with one or another of those stakeholders’ expectations, could also lead to a loss of business, adverse publicity, increased costs, an adverse impact on our reputation, customer complaints or other adverse consequences.
Our competitors include national, regional and other community banks, and a wide range of other financial institutions such as credit unions, government-sponsored enterprises, mutual fund companies, insurance companies, factoring companies and other non-bank financial companies such as marketplace lenders and other financial technology companies.
Our competitors include national, regional and other community banks, and a wide range of other financial institutions such as credit unions, government-sponsored enterprises, mutual fund companies, insurance companies, factoring companies and other non-bank financial companies such as marketplace lenders, cryptocurrency companies (including stablecoins) and other financial technology companies.
Additionally, the existence of cyber-attacks, information security breaches or other similar incidents at third-party vendors with access to our data may not be disclosed to us in a timely manner.
Additionally, the existence of cyber-attacks, information security breaches or other similar incidents at third-party vendors and service providers with access to our data may not be disclosed to us in a timely manner.
Disruptions or failures in our business structure or in the structure of one or more of our third-party vendors could interrupt the operations or increase the cost of doing business.
Disruptions or failures in our business structure or in the structure of one or more of our third-party vendors or service providers could interrupt the operations or increase the cost of doing business.
Our FDIC insurance premiums may increase, or the FDIC could adopt additional special assessments, either of which could negatively impact our results of operations. The Dodd-Frank Act and FDIC regulations use an assessment base for federal deposit insurance premiums based on average total consolidated assets less average tangible capital.
Our FDIC insurance premiums may increase, or the FDIC could adopt additional special assessments, either of which could negatively impact our results of operations. FDIC regulations use an assessment base for federal deposit insurance premiums based on average total consolidated assets less average tangible capital.
With the relatively low interest rates that prevailed in past years, we were able to augment the total return of our investment securities portfolio by selling call options on fixed-income securities that we own. We recorded fee income of approximately $10.2 million, $21.9 million and $14.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
With the relatively low interest rates that prevailed in past years, we were able to augment the total return of our investment securities portfolio by selling call options on fixed-income securities that we own. We recorded fee income of approximately $20.7 million, $10.2 million and $21.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
We also mitigate our interest rate risk by entering into interest rate swaps and other interest rate derivative contracts from time to time with counterparties. The Company held $6.7 billion of derivatives effective as of December 31, 2024 that were designated as cash flow hedges against the potential downward repricing of variable rate loans.
We also mitigate our interest rate risk by entering into interest rate swaps and other interest rate derivative contracts from time to time with counterparties. The Company held $6.85 billion of derivative contracts as of December 31, 2025 that were designated as cash flow hedges against the potential downward repricing of variable rate loans.
An increasing number of banking institutions have received large fines for non-compliance with the BSA and its implementing regulations. Although we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of these laws and regulations.
An increasing number of banks have received large fines for non-compliance with the BSA and its implementing regulations. Although we have developed policies and procedures designed to assist in compliance with the BSA and its implementing regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of applicable law.
Maintaining trust in the Company is critical to our ability to attract and maintain customers, investors and employees. If our reputation is damaged, our business could be significantly harmed. Harm to our reputation could arise from numerous sources, including, among others, employee misconduct, security and cybersecurity breaches, compliance failures, litigation or regulatory outcomes or governmental investigations.
Maintaining trust in the Company is critical to our ability to attract and maintain customers, investors and employees. If our reputation is damaged, our business could be significantly harmed. Harm to our reputation could arise from numerous sources, including, among others, employee misconduct, cyber-attacks, information security breaches and other similar incidents, compliance failures, litigation or regulatory outcomes or governmental investigations.
As a result, risk management and general supervisory oversight may be difficult. As of December 31, 2024, we had $7.3 billion of property and casualty insurance premium finance loans outstanding, of which $6.4 billion related to the Company's U.S. operations at FIRST Insurance Funding and $824.4 million related to the Company's Canadian operations at FIFC Canada.
As a result, risk management and general supervisory oversight may be difficult. As of December 31, 2025, we had $8.2 billion of property and casualty insurance premium finance loans outstanding, of which $7.3 billion related to the Company's U.S. operations at FIRST Insurance Funding and $875.4 million related to the Company's Canadian operations at FIFC Canada.
Any economic deterioration from current levels or slowing of current economic activity could lead to an increase in loan charge-offs and negatively affect consumer confidence as well as the level of business activity. Net charge-offs totaled $94.4 million in 2024 compared to $45.5 million in 2023.
Any economic deterioration from current levels or slowing of current economic activity could lead to an increase in loan charge-offs and negatively affect consumer confidence as well as the level of business activity. Net charge-offs totaled $72.3 million in 2025 compared to $94.4 million in 2024.
Together, these loans represented 15% of our total loan portfolio as of such date.
Together, these loans represented 16% of our total loan portfolio as of such date.
At the same time, “anti-ESG” sentiment has gained momentum among certain groups across the United States, and the federal and certain state governments have proposed or enacted anti-ESG legislation, rules, regulations and policies. Such anti-ESG measures may lead to increased scrutiny and expose us to the risk of litigation, regulatory exposure and reputational harm.
At the same time, certain groups across the United States, and the federal and certain state governments have proposed or enacted anti-ESG legislation, rules, regulations and policies. Such anti-ESG measures may lead to increased scrutiny and expose us to the risk of litigation, regulatory exposure and reputational harm.
Basel III Rule, as well as other aspects of current or proposed regulatory or legislative changes to laws applicable to banking organizations, have increased our compliance costs, impacted the profitability of our business activities and may change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs.
The federal banking agencies’ capital rules, as well as other aspects of current or proposed regulatory or legislative changes to laws or regulations applicable to banking organizations, have increased our compliance costs, impacted the profitability of our business activities and may change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, 30 including increased compliance costs.
Our business recovery plan may not be adequate and may not prevent significant interruptions of our operations or substantial losses. We frequently update our systems to support our operations and growth and to remain compliant with all applicable laws, rules and regulations.
Our business recovery plan may not be adequate and may not prevent significant interruptions of our operations or substantial losses. We frequently update our systems, network and infrastructure in an effort to support our operations and growth and remain compliant with all applicable laws, regulations, rules and standards.
Our commercial loan portfolio totaled $15.6 billion or 32% of our total loan portfolio, at December 31, 2024, compared to $12.8 billion, or 30% of our total loan portfolio, at December 31, 2023. Commercial loans are secured by different types of collateral related to the underlying business, such as accounts receivable, inventory and equipment.
Our commercial loan portfolio totaled $17.0 billion or 32% of our total loan portfolio, at December 31, 2025, compared to $15.6 billion, or 32% of our total loan portfolio, at December 31, 2024. Commercial loans are secured by different types of collateral related to the underlying business, such as accounts receivable, inventory and equipment.
Moreover, technological or financial difficulties of one of our third-party vendors or their subcontractors could adversely affect our business to the extent those difficulties results in the interruption or discontinuation of services provided by an affected vendor.
Moreover, technological or financial difficulties of one of our third-party vendors or service providers or their subcontractors could adversely affect our business to the extent those difficulties result in the interruption or discontinuation of products or services provided by an affected vendor or service provider.
As a financial institution, we are inherently and consistently exposed to a wide variety of fraudulent activity, including but not limited to check fraud, card fraud, electronic and digital fraud, wire fraud, ATM machine compromise, person-to-person payment fraud, social engineering and phishing attacks.
Our business could be adversely affected by fraud. As a financial institution, we are inherently and consistently exposed to a wide variety of fraudulent activity, including but not limited to check fraud, card fraud, electronic and digital fraud, wire fraud, ATM machine compromise, person-to-person payment fraud, social engineering and phishing attacks.
We may find it necessary to tighten our mortgage loan underwriting standards in response to the CFPB rules, which may constrain our ability to make loans consistent with our business strategies.
We may find it necessary to tighten our mortgage loan underwriting standards in response to consumer lending laws or rules, which may constrain our ability to make loans consistent with our business strategies.
Additionally, any trend toward inflation, economic decline, destabilizing of financial markets, or other factors beyond our control may significantly affect consumer demand for our products and consumers’ ability to repay loans, reducing our results of operations. The Federal Reserve lowered interest rates towards the end of 2024, while maintaining its balance sheet reduction throughout the entire year.
Additionally, any trend toward inflation, economic decline, destabilizing of financial markets, or other factors beyond our control may significantly affect consumer demand for our products and consumers’ ability to repay loans, reducing our results of operations. The Federal Reserve lowered interest rates towards the end of 2024 and during 2025.
For example, the Economic Growth Act and its implementing regulations significantly reduce the regulatory burden of certain large BHCs and raise the asset thresholds at which more onerous requirements apply, which could cause certain large BHCs to become more competitive or to more aggressively pursue expansion.
There could be new tailoring regulations, similar to the implementing regulations of the Economic Growth Act, that significantly reduce the regulatory burden of certain large BHCs and raise the asset thresholds at which more onerous requirements apply, which could cause certain large BHCs to become more competitive or to more aggressively pursue expansion.
A successful penetration or circumvention of system security could cause us serious negative consequences, including our loss of customers and business opportunities, significant disruption to our operations and business, misappropriation or destruction of our confidential, personal, proprietary or other information and/or that of our customers or other third parties, or damage to our or our customers’ and/or third parties’ computers, systems or networks, and could result in a violation of applicable data privacy and cybersecurity laws and regulations and other laws and regulations, litigation exposure, regulatory fines, penalties or intervention, remediation costs, loss of confidence in our security measures, reputational damage, reimbursement or other compensatory costs, remediation costs, additional compliance costs, and could adversely impact our results of operations, liquidity and financial condition. 41 Our business could be adversely affected by fraud.
A successful cyber-attack, information security breach or other similar incident could cause us serious negative consequences, including our loss of customers and business opportunities, significant disruption to our operations and business, misappropriation or destruction of our confidential, personal, proprietary or other information and/or that of our customers or other third parties, or damage to our or our customers’ and/or third parties’ systems, networks or infrastructure, and could result in a violation of applicable data privacy and cybersecurity and other laws, regulations, rules, standards and contractual obligations, litigation exposure, regulatory fines, penalties or intervention, remediation costs, loss of confidence in our security measures, reputational damage, reimbursement or other compensatory costs, remediation costs, additional compliance costs, and could adversely impact our results of operations, liquidity and financial condition.
The enactment of such legislation, or changes in the interpretation of existing law, including provisions impacting tax rates, apportionment, consolidation or combination, income, expenses, credits and exemptions may have a material adverse effect on our business, financial condition and results of operations. 32 Changes in accounting policies or accounting standards could materially adversely affect how we report our financial results and financial condition.
The enactment of such legislation, or changes in the interpretation of existing law, including provisions impacting tax rates, apportionment, consolidation or combination, income, expenses, credits and exemptions may have a material adverse effect on our business, financial condition and results of operations.
For example, the OCC adopted a final rule in September 2024 amending its procedures for reviewing applications under the Bank Merger Act (the “BMA”) and adding a policy statement on the OCC’s substantive approach to evaluating bank mergers under the BMA.
For example, the OCC adopted a final rule in September 2024 amending its procedures for reviewing applications under the BMA and adding a policy statement on the OCC’s substantive approach to evaluating bank mergers under the BMA but in May 2025 reversed these 2024 issuances.
Our balance of non-performing loans and other real estate owned (“OREO”) was $170.8 million and $23.1 million, respectively, at December 31, 2024 compared to $139.0 million and $13.3 million, respectively, at December 31, 2023.
Our balance of non-performing loans and other real estate owned (“OREO”) was $185.8 million and $20.8 million, respectively, at December 31, 2025 compared to $170.8 million and $23.1 million, respectively, at December 31, 2024.
Despite efforts to ensure the integrity of our systems and implement controls, processes, policies and other protective measures, we may not be able to anticipate all security breaches, nor may we be able to implement guaranteed preventive measures against such security breaches.
Despite efforts to ensure the integrity of our systems, networks and infrastructure and implement controls, processes, policies and other protective measures, we may not be able to anticipate all cyber-attacks, information security breaches and other similar incidents, nor may we be able to implement guaranteed preventive, mitigating or remedial measures against such cyber-attacks, information security breaches and other similar incidents.
Inflation remains above the Federal Reserve's two percent target rate and while the Federal Reserve may seek to 29 further lower interest rates in 2025, the range of potential rate paths will ultimately be driven by inflation data, labor market performance, and economic growth. It is anticipated the Federal Funds Rate will remain restrictive in the near term.
Inflation remains above the Federal Reserve's two percent target rate and while the Federal Reserve may seek to further lower interest rates in 2026, the range of 28 potential rate paths will ultimately be driven by inflation data, labor market performance, and economic growth.
Any diminished ability to access short-term funding or capital markets to raise additional capital, if needed, could subject us to liability, and our ability to further expand our operations through internal growth and acquisitions could be materially impaired and our financial condition and liquidity could be materially and negatively affected.
Any diminished ability to access short-term funding or capital markets to raise additional capital, if needed, could subject us to liability, and our ability to further expand our operations through internal growth and acquisitions could be materially impaired and our financial condition and liquidity could be materially and negatively affected. 37 Disruption in the financial markets could result in lower fair values for our investment securities portfolio.
In 2024, we charged off $94.4 million in loans (net of recoveries) and increased our allowance for credit losses from $427.6 million at December 31, 2023 to $437.1 million at December 31, 2024. Our allowance for loan and unfunded lending-related commitment losses represented 0.91% and 1.01% of total loans outstanding at December 31, 2024 and 2023, respectively.
In 2025, we charged off $72.3 million in loans (net of recoveries) and increased our allowance for credit losses from $437.1 million at December 31, 2024 to $460.5 million at December 31, 2025. Our allowance for loan and unfunded lending-related commitment losses represented 0.87% and 0.91% of total loans outstanding at December 31, 2025 and 2024, respectively.
Additionally, to recoup losses to the DIF resulting from the bank failures of 2023, the FDIC also adopted a special assessment that became effective in 2024 and will be collected over an initial eight quarterly assessment periods, which the FDIC currently projects will be extended for an additional two quarters at a lower rate, subject to certain adjustments.
Additionally, to recoup losses to the DIF resulting from the bank failures of 2023, the FDIC also adopted a special assessment that became effective in 2024 and will be collected over eight quarterly assessment periods, with the eighth quarter to be collected at a lower rate, subject to certain adjustments.
Our accounting policies are fundamental to understanding our financial results and financial condition. Some of these policies require use of estimates and assumptions that affect the value of our assets or liabilities and financial results.
Changes in accounting policies or accounting standards could materially adversely affect how we report our financial results and financial condition. Our accounting policies are fundamental to understanding our financial results and financial condition. Some of these policies require use of estimates and assumptions that affect the value of our assets or liabilities and financial results.
Though we expect the Federal Reserve to slow the rate of decreases, we cannot predict the nature or timing of future changes in monetary policies or the precise effects that they may have on our activities and financial results.
We cannot predict the nature or timing of future changes in monetary policies, or the precise effects that future changes in monetary policies may have on our activities and financial results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe are, or may in the future become, subject to a variety of complex federal, state and local laws, regulations, rules and standards regarding data privacy and cybersecurity, including the privacy and information safeguarding provisions of the Gramm-Leach-Bliley Act (“GLB Act”), the Fair Credit Reporting Act (“FCRA”) and the amendments adopted by the Fair and Accurate Credit Transactions Act of 2003, as well as various state laws and regulations.
Biggest changeData privacy and cybersecurity are currently areas of considerable legislative and regulatory attention, with new or modified laws, regulations, rules and standards frequently being adopted and potentially subject to divergent interpretation or application in a manner that may create inconsistent or conflicting requirements for businesses. 44 We are, or may in the future become, subject to a variety of complex federal, state and local laws, regulations, rules and standards regarding data privacy and cybersecurity, including the privacy and information safeguarding provisions of the Gramm-Leach-Bliley Act (“GLB Act”), the Fair Credit Reporting Act (“FCRA”) and the amendments adopted by the Fair and Accurate Credit Transactions Act of 2003, as well as various state laws and regulations.
For more information regarding the risks associated with data privacy and cybersecurity laws and regulations, see “We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which could increase the cost of doing business, compliance risks and potential liability” and “We face cybersecurity risks from cyber-attacks, information security breaches and other similar incidents that could result in the disclosure of confidential and other information (including personal information), all of which could adversely affect our business or reputation, and create significant legal and financial exposure” under Risk Factors in Item 1A.
For more information regarding the risks associated with data privacy and cybersecurity laws and regulations, see “We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which could increase the cost of doing business, compliance risks and potential liability” and “We face risks from cyber-attacks, information security breaches and other similar incidents that could result in the disclosure of confidential and other information (including personal information), all of which could adversely affect our business or reputation, and create significant legal and financial exposure” under Risk Factors in Item 1A.
The Audit Committee performs an annual review of our cybersecurity program, which includes a discussion of management’s actions to identify and detect threats and incident plans in the event of a response or recovery situation. The Audit Committee receives an annual review that includes enhancements to the cybersecurity program 44 and management’s progress on its cybersecurity strategic roadmap.
The Audit Committee performs an annual review of our cybersecurity program, which includes a discussion of management’s actions to identify and detect threats and incident plans in the event of a response or recovery situation. The Audit Committee receives an annual review that includes enhancements to the cybersecurity program and management’s progress on its cybersecurity strategic roadmap.
At Wintrust, the Board of Directors and executive management are committed to devoting the necessary resources into monitoring, detecting, preventing and mitigating cyber risk. As a regulated financial institution, we are required to comply with various regulations applicable to cybersecurity, as well as guidance issued by our regulators, and our cybersecurity program closely tracks to those requirements.
At Wintrust, the Board of Directors and executive management are committed to devoting the necessary resources into monitoring, detecting, preventing and mitigating 43 cybersecurity risk. As a regulated financial institution, we are required to comply with various regulations applicable to cybersecurity, as well as guidance issued by our regulators, and our cybersecurity program closely tracks to those requirements.
In addition, the Board of Directors receives quarterly cybersecurity reports, which include a review of key performance indicators, test results and related remediation, and an overview of recent threats and how the Company is managing those threats.
In addition, the Board of Directors receives quarterly cybersecurity reports, which include a review of key risk indicators, test results and related remediation, and an overview of recent threats and how the Company is managing those threats.
Our cybersecurity program requires employees to review information security and privacy policies annually, complete multiple cybersecurity training courses throughout the year, and participate in monthly mock phishing campaigns. We also communicate with our customers about their role in enhancing cybersecurity.
Our cybersecurity program requires employees to review information security policies annually, complete multiple cybersecurity training courses throughout the year, and participate in monthly mock phishing campaigns. We also communicate with our customers about their role in enhancing cybersecurity and protecting their identities and data.
We continue to invest in our cybersecurity program, the resiliency of our networks and work to enhance our internal controls.
We continue to invest in our cybersecurity program, the resiliency of our environment and work to enhance our internal controls.
We regularly engage with employees on the importance of protecting the information and data of Wintrust, our customers and employees through monthly newsletters, posters and ad-hoc communications. If specific threats are identified, management may communicate those threats directly to employees for heightened awareness.
We regularly engage with employees on the importance of protecting the information and data of Wintrust, our customers and employees through monthly newsletters, poster campaigns and other formal communications. If specific threats are identified, management may communicate those threats directly to employees for heightened awareness.
Additionally, Wintrust leverages global cybersecurity standards as general guides, including the National Institute of Standards and Technology Cybersecurity Framework. Cybersecurity oversight begins with the Information Technology & Information Security Committee (“IT/IS Committee”) of the Wintrust Board of Directors. The Wintrust Chief Security Officer (“CSO”) and Deputy Chief Information Security Officer (“Deputy CISO”) oversee the cybersecurity program.
Additionally, Wintrust leverages global cybersecurity standards as general guides, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. Cybersecurity oversight begins with the Information Technology & Information Security Committee (“IT/IS Committee”) of the Wintrust Board of Directors. The Wintrust Chief Security Officer (“CSO”) and designated officers under his supervision oversee the cybersecurity program.
Use of such data is regulated under the FCRA, and the FCRA also regulates, among other things, reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information (including personal information) between affiliates, and using affiliate data for marketing purposes.
Use of such data is regulated under the FCRA, and the FCRA also regulates, among other things, reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information (including personal information) between affiliates, and using affiliate data for marketing purposes. Similar state laws and regulations may impose additional requirements on us, the banks and our operating subsidiaries.
Governance In addition to our dedicated cybersecurity team, Wintrust’s approach to cybersecurity is supported by dedicated risk management and internal audit teams. Our governance program maintains policies and standards, which are validated through risk-based assessments, reviews and testing.
Governance Besides our dedicated cybersecurity team, Wintrust’s risk management and internal audit teams provide additional review of its approach to cybersecurity. Our governance program maintains policies and standards, which are verified through risk-based assessments, reviews and testing.
The CSO has a dual reporting structure, reporting to both the IT/IS Committee and the Vice Chairman/Chief Operating Officer of Wintrust. The CSO and Deputy CISO, each with extensive industry experience, manage a team of skilled professionals with cybersecurity expertise. This team governs our cybersecurity program that follows seven pillars: strategy; prevention, detection, response, measurement, compliance, and training.
The CSO has a dual reporting structure, reporting to both the IT/IS Committee and the Vice Chairman/Chief Operating Officer of Wintrust. The CSO and his designated officers have extensive industry experience and manage a team of skilled professionals with cybersecurity expertise.
Additionally, the federal banking regulators, as well as the SEC and related self-regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions. Data privacy and cybersecurity also are areas of increasing state legislative focus.
Additionally, the federal banking regulators, as well as the SEC and related self-regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions. Like other lenders, the banks and several of our operating subsidiaries use credit bureau data in their underwriting activities.
We coordinate with our third parties and vendor partners through assessments and due diligence before sharing or allowing the hosting of data. We also work with our outside partners to investigate security events that may have impacted our confidential and other information, and to leverage lessons learned during those investigations.
We also work with our outside partners to investigate security events that may have impacted our business or data, and to leverage lessons learned during those investigations.
A critical function of the cybersecurity program is the Security Operations Center, which is constantly monitoring Wintrust systems to detect threats. If any credible threats are detected, the Security Operations Center notifies both the CSO and Deputy CISO, and the appropriate response plan is initiated. The CSO will advise executive management and other relevant stakeholders as necessary.
We have established policies, processes and procedures to monitor, report and respond to suspected or actual security events. A critical function of the cybersecurity program is the Security Operations Center, which is constantly monitoring Wintrust systems to detect threats. If any credible threats are detected, the Security Operations Center notifies the CSO and the appropriate response plan is initiated.
The rule also imposes requirements on bank service providers to notify their affected banking organization customers of certain computer-security incidents. Violation of these laws, rules, regulations and standards may expose us to regulatory action and private litigation, including claims for damages and penalties.
Violation of these laws, rules, regulations and standards may expose us to regulatory action and private litigation, including claims for damages and penalties.
Our cybersecurity program employs a wide range of technological, administrative, and physical security measures designed to address the confidentiality, integrity, and availability of the information and data of both Wintrust and our customers. We have established policies, processes and procedures to monitor, report and respond to suspected or actual security events.
This team governs our cybersecurity program that follows NIST cybersecurity framework components of Govern, Identify, Protect, Detect, Respond and Recover. Our cybersecurity program employs a wide range of technological, administrative, and physical security measures designed to address the confidentiality, integrity, and availability of the information and data of both Wintrust and our customers.
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Data privacy and cybersecurity are currently areas of considerable legislative and regulatory attention, with new or modified laws, regulations, rules and standards frequently being adopted and potentially subject to divergent interpretation or application in a manner that may create inconsistent or conflicting requirements for businesses.
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The CSO will advise executive management and other relevant stakeholders as necessary. We coordinate with our third parties and vendor partners through assessments and due diligence reviews before sharing or allowing the hosting or processing of data.
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For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”) applies to covered businesses that conduct business in California and meet certain revenue or personal information collection thresholds.
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The CCPA contains several exemptions, including that many, but not all, requirements of the CCPA are inapplicable to personal information that is collected, processed, sold or disclosed pursuant to the GLB Act. The CCPA imposes obligations on covered companies, broadly defines personal information, expands California residents’ rights with respect to personal information, and provides for civil penalties for violations.
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The CCPA may be interpreted or applied in a manner inconsistent with our understanding, resulting in further uncertainty and potentially requiring us to incur additional costs and expenses in an effort to comply with these requirements. Similar laws have been adopted by other states where we do business, or may in the future do business.
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At least four such laws (in Virginia, Colorado, Connecticut and Utah) took effect in 2023. In addition, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.
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Moreover, the federal government has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which we may be subject if passed. Like other lenders, the banks and several of our operating subsidiaries use credit bureau data in their underwriting activities.
Removed
Similar state laws and regulations may impose additional requirements on us, the banks and our operating subsidiaries. 45 Further, in the spring of 2022, the Federal Reserve, OCC, and FDIC adopted a new regulation that requires a banking organization to notify its primary federal regulators as soon as possible and within 36 hours after identifying a “computer-security incident” that the banking organization believes in good faith is reasonably likely to materially disrupt or degrade its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the financial stability of the United States.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe banking facilities are located in communities throughout the Chicago metropolitan area, southern Wisconsin, northwest Indiana, and Kent, Ottawa and northern Allegan counties in the state of Michigan, as well as three banking locations in southwest Florida. Excess space in certain properties is leased to third parties.
Biggest changeJackson Street in downtown Milwaukee. The Company’s community banking segment operates through 209 banking facilities, the majority of which are owned. The banking facilities are located in communities throughout the Chicago metropolitan area, southern Wisconsin, northwest Indiana, and Kent, Ottawa and northern Allegan counties in the state of Michigan, as well as three banking locations in southwest Florida.
The Company’s wealth management subsidiaries has locations in downtown Chicago, Appleton, Wisconsin, Tampa, Florida, and Stamford, Connecticut, all of which are leased, as well as office locations at several of our banks.
The Company’s wealth management subsidiaries have locations in downtown Chicago, Appleton, Wisconsin, Tampa, Florida, and Stamford, Connecticut, all of which are leased, as well as office locations at several of our banks.
Wintrust Mortgage, also of our banking segment, is headquartered in our corporate headquarters in Rosemont, Illinois and has 28 locations in 11 states, all of which are leased, as well as office locations at several of our banks.
Excess space in certain properties is leased to third parties. Wintrust Mortgage, also of our banking segment, is headquartered in our corporate headquarters in Rosemont, Illinois and has 28 locations in 12 states, all of which are leased, as well as office locations at several of our banks.
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Jackson Street in downtown Milwaukee. The Company’s community banking segment operates through 205 banking facilities, the majority of which are owned. The Company owns 184 automatic teller machines, the majority of which are housed at banking locations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following is a summary of the cash dividends paid in 2024 and 2023: Record Date Payable Date Dividend per Share November 7, 2024 November 22, 2024 $0.45 August 8, 2024 August 22, 2024 $0.45 May 9, 2024 May 23, 2024 $0.45 February 8, 2024 February 22, 2024 $0.45 November 9, 2023 November 24, 2023 $0.40 August 10, 2023 August 24, 2023 $0.40 May 11, 2023 May 25, 2023 $0.40 February 9, 2023 February 23, 2023 $0.40 On January 23, 2025, Wintrust Financial Corporation announced that the Company’s Board of Directors approved a quarterly cash dividend of $0.50 per share of outstanding common stock.
Biggest changeThe following is a summary of the cash dividends paid in 2025 and 2024: Record Date Payable Date Dividend per Share November 6, 2025 November 20, 2025 $0.50 August 7, 2025 August 21, 2025 $0.50 May 8, 2025 May 22, 2025 $0.50 February 6, 2025 February 20, 2025 $0.50 November 7, 2024 November 22, 2024 $0.45 August 8, 2024 August 22, 2024 $0.45 May 9, 2024 May 23, 2024 $0.45 February 8, 2024 February 22, 2024 $0.45 On January 22, 2026, Wintrust Financial Corporation announced that the Company’s Board of Directors approved a quarterly cash dividend of $0.55 per share of outstanding common stock.
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 Securities Exchange Act of 1934, as amended, during the twelve months ended December 31, 2024.
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 Securities Exchange Act of 1934, as amended, during the twelve months ended December 31, 2025.
See “Supervision and Regulation - Payment of Dividends and Share Repurchases” in Item 1 of this Annual Report on Form 10-K. During 2024, 2023 and 2022, the banks and certain wealth management subsidiaries paid $475.0 million, $360.0 million and $52.0 million, respectively, in dividends to the Company.
See “Supervision and Regulation - Payment of Dividends and Share Repurchases” in Item 1 of this Annual Report on Form 10-K. During 2025, 2024 and 2023, the banks and certain wealth management subsidiaries paid $600.0 million, $475.0 million and $360.0 million, respectively, in dividends to the Company.
The payment of dividends is subject to statutory restrictions and restrictions arising under the terms of the Company's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”), the terms of the Company’s Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”), the terms of the Company’s Trust Preferred Securities offerings and under certain financial covenants in the Company’s revolving and term credit facilities.
The payment of dividends is subject to statutory restrictions and restrictions arising under the terms of the Company's Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series F (the “Series F Preferred Stock”), the terms of the Company’s Trust Preferred Securities offerings and under certain financial covenants in the Company’s revolving and term credit facilities.
The dividend was paid on February 20, 2025 to shareholders of record as of February 6, 2025. The final determination of timing, amount and payment of dividends is at the discretion of the Company’s Board of Directors and will depend on the Company’s earnings, financial condition, capital requirements and other relevant factors.
The dividend was paid on February 19, 2026 to shareholders of record as of February 5, 2026. The final determination of timing, amount and payment of dividends is at the discretion of the Company’s Board of Directors and will depend on the Company’s earnings, financial condition, capital requirements and other relevant factors.
This graph and other information furnished in the section titled “Performance Graph” under this Part II, Item 5 of this Annual Report on Form 10-K shall not be deemed to be “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 Exchange Act, as amended. 2019 2020 2021 2022 2023 2024 Wintrust Financial Corporation 100.00 88.23 133.32 125.94 141.06 193.02 Nasdaq — Total US 100.00 121.27 152.67 122.55 154.93 192.86 Nasdaq — Bank Index 100.00 87.20 119.74 99.06 109.02 146.80 47 Approximate Number of Equity Security Holders As of February 6, 2025, there were approximately 2,069 shareholders of record of the Company’s common stock.
This graph and other information furnished in the section titled “Performance Graph” under this Part II, Item 5 of this Annual Report on Form 10-K shall not be deemed to be “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 Exchange Act, as amended. 2020 2021 2022 2023 2024 2025 Wintrust Financial Corporation 100.00 151.10 142.73 159.87 218.75 249.22 Nasdaq — Total US 100.00 125.89 101.05 127.76 159.03 186.96 Nasdaq — Bank Index 100.00 137.31 113.60 125.02 168.35 216.97 46 Approximate Number of Equity Security Holders As of February 5, 2026, there were approximately 1,824 shareholders of record of the Company’s common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYears Ended December 31, (Dollars and shares in thousands, except per share data) 2024 2023 2022 Reconciliation of Non-GAAP Net Interest Margin and Efficiency Ratio: (A) Interest Income (GAAP) $ 3,477,597 $ 2,893,114 $ 1,747,443 Taxable-equivalent adjustment: -Loans 9,377 7,827 3,619 -Liquidity management assets 2,501 2,249 1,977 -Other earning assets 12 10 5 (B) Interest Income (non-GAAP) $ 3,489,487 $ 2,903,200 $ 1,753,044 (C) Interest Expense (GAAP) 1,515,062 1,055,250 252,081 (D) Net Interest Income (GAAP) (A minus C) 1,962,535 1,837,864 1,495,362 (E) Net interest Income, fully taxable-equivalent (non-GAAP) (B minus C) 1,974,425 1,847,950 1,500,963 Net interest margin (GAAP) 3.51 % 3.66 % 3.15 % Net interest margin, fully taxable-equivalent (non-GAAP) 3.53 3.68 3.17 (F) Non-interest income $ 488,325 $ 434,106 $ 461,053 (G) Losses on investment securities, net (2,602) 1,525 (20,427) (H) Non-interest expense 1,402,724 1,312,499 1,177,271 Efficiency ratio (H/(D+F-G)) 57.17 % 57.81 % 59.55 % Efficiency ratio (non-GAAP) (H/(E+F-G)) 56.90 57.55 59.38 Reconciliation of Non-GAAP Tangible Common Equity Ratio: Total shareholders’ equity (GAAP) $ 6,344,297 $ 5,399,526 $ 4,796,838 Less: Non-convertible preferred stock (GAAP) (412,500) (412,500) (412,500) Less: Acquisition-related intangible assets (GAAP) (918,632) (679,561) (675,710) (I) Total tangible common shareholders’ equity (non-GAAP) $ 5,013,165 $ 4,307,465 $ 3,708,628 (J) Total assets (GAAP) $ 64,879,668 $ 56,259,934 $ 52,949,649 Less: Acquisition-related intangible assets (GAAP) (918,632) (679,561) (675,710) (K) Total tangible assets (non-GAAP) $ 63,961,036 $ 55,580,373 $ 52,273,939 Common equity to assets ratio (GAAP) (L/J) 9.1 % 8.9 % 8.3 % Tangible common equity ratio (non-GAAP) (I/K) 7.8 7.7 7.1 Reconciliation of Non-GAAP Tangible Book Value per Common Share: Total shareholders’ equity (GAAP) $ 6,344,297 $ 5,399,526 $ 4,796,838 Less: Non-convertible preferred stock (GAAP) (412,500) (412,500) (412,500) (L) Total common equity $ 5,931,797 $ 4,987,026 $ 4,384,338 (M) Actual common shares outstanding 66,495 61,244 60,794 Book value per common share (L/M) $ 89.21 $ 81.43 $ 72.12 Tangible book value per common share (Non-GAAP) (I/M) 75.39 70.33 61.00 Reconciliation of Non-GAAP Return on Average Tangible Common Equity: (N) Net income applicable to common shares $ 667,081 $ 594,662 $ 481,718 Add: Acquisition-related intangible asset amortization 12,095 5,498 6,116 Less: Tax effect of acquisition-related intangible asset amortization (3,217) (1,446) (1,664) After-tax acquisition-related intangible asset amortization 8,878 4,052 4,452 (O) Tangible net income applicable to common shares (non-GAAP) $ 675,959 $ 598,714 $ 486,170 Total average shareholders’ equity $ 5,826,940 $ 5,023,153 $ 4,634,224 Less: Average preferred stock (412,500) (412,500) (412,500) (P) Total average common shareholders’ equity $ 5,414,440 $ 4,610,653 $ 4,221,724 Less: Average acquisition-related intangible assets (778,283) (679,802) (679,735) (Q) Total average tangible common shareholders’ equity (non-GAAP) $ 4,636,157 $ 3,930,851 $ 3,541,989 Return on average common equity (N/P) 12.32 % 12.90 % 11.41 % Return on average tangible common equity (non-GAAP) (O/Q) 14.58 15.23 13.73 Reconciliation of Non-GAAP Pre-Tax, Pre-Provision Income: Income before taxes $ 947,089 $ 845,081 $ 700,555 Add: Provision for credit losses 101,047 114,390 78,589 Pre-tax income, excluding provision for credit losses (non-GAAP) $ 1,048,136 $ 959,471 $ 779,144 51 OVERVIEW AND STRATEGY 2024 Highlights The Company recorded net income of $695.0 million for the year of 2024 compared to $622.6 million and $509.7 million for the years of 2023 and 2022, respectively.
Biggest changeYears Ended December 31, (Dollars and shares in thousands, except per share data) 2025 2024 2023 Reconciliation of Non-GAAP Net Interest Margin and Efficiency Ratio: (A) Interest Income (GAAP) $ 3,728,033 $ 3,477,597 $ 2,893,114 Taxable-equivalent adjustment: -Loans 8,694 9,377 7,827 -Liquidity management assets 2,706 2,501 2,249 -Other earning assets 3 12 10 (B) Interest Income (non-GAAP) $ 3,739,436 $ 3,489,487 $ 2,903,200 (C) Interest Expense (GAAP) 1,503,981 1,515,062 1,055,250 (D) Net Interest Income (GAAP) (A minus C) 2,224,052 1,962,535 1,837,864 (E) Net interest Income, fully taxable-equivalent (non-GAAP) (B minus C) 2,235,455 1,974,425 1,847,950 Net interest margin (GAAP) 3.52 % 3.51 % 3.66 % Net interest margin, fully taxable-equivalent (non-GAAP) 3.53 3.53 3.68 (F) Non-interest income $ 501,940 $ 488,325 $ 434,106 (G) Gains (losses) on investment securities, net 8,323 (2,602) 1,525 (H) Non-interest expense 1,512,032 1,402,724 1,312,499 Efficiency ratio (H/(D+F-G)) 55.64 % 57.17 % 57.81 % Efficiency ratio (non-GAAP) (H/(E+F-G)) 55.40 56.90 57.55 Reconciliation of Non-GAAP Tangible Common Equity Ratio: Total shareholders’ equity (GAAP) $ 7,258,715 $ 6,344,297 $ 5,399,526 Less: Non-convertible preferred stock (GAAP) (425,000) (412,500) (412,500) Less: Acquisition-related intangible assets (GAAP) (895,959) (918,632) (679,561) (I) Total tangible common shareholders’ equity (non-GAAP) $ 5,937,756 $ 5,013,165 $ 4,307,465 (J) Total assets (GAAP) $ 71,142,046 $ 64,879,668 $ 56,259,934 Less: Acquisition-related intangible assets (GAAP) (895,959) (918,632) (679,561) (K) Total tangible assets (non-GAAP) $ 70,246,087 $ 63,961,036 $ 55,580,373 Common equity to assets ratio (GAAP) (L/J) 9.6 % 9.1 % 8.9 % Tangible common equity ratio (non-GAAP) (I/K) 8.5 7.8 7.7 Reconciliation of Non-GAAP Tangible Book Value per Common Share: Total shareholders’ equity (GAAP) $ 7,258,715 $ 6,344,297 $ 5,399,526 Less: Non-convertible preferred stock (GAAP) (425,000) (412,500) (412,500) (L) Total common equity $ 6,833,715 $ 5,931,797 $ 4,987,026 (M) Actual common shares outstanding 66,975 66,495 61,244 Book value per common share (L/M) $ 102.03 $ 89.21 $ 81.43 Tangible book value per common share (Non-GAAP) (I/M) 88.66 75.39 70.33 Reconciliation of Non-GAAP Return on Average Tangible Common Equity: (N) Net income applicable to common shares $ 774,154 $ 667,081 $ 594,662 Add: Acquisition-related intangible asset amortization 21,393 12,095 5,498 Less: Tax effect of acquisition-related intangible asset amortization (5,626) (3,217) (1,446) After-tax acquisition-related intangible asset amortization 15,767 8,878 4,052 (O) Tangible net income applicable to common shares (non-GAAP) $ 789,921 $ 675,959 $ 598,714 Total average shareholders’ equity $ 6,863,474 $ 5,826,940 $ 5,023,153 Less: Average preferred stock (480,068) (412,500) (412,500) (P) Total average common shareholders’ equity $ 6,383,406 $ 5,414,440 $ 4,610,653 Less: Average acquisition-related intangible assets (908,464) (778,283) (679,802) (Q) Total average tangible common shareholders’ equity (non-GAAP) $ 5,474,942 $ 4,636,157 $ 3,930,851 Return on average common equity (N/P) 12.13 % 12.32 % 12.90 % Return on average tangible common equity (non-GAAP) (O/Q) 14.43 14.58 15.23 Reconciliation of Non-GAAP Pre-Tax, Pre-Provision Income: Income before taxes $ 1,118,407 $ 947,089 $ 845,081 Add: Provision for credit losses 95,553 101,047 114,390 Pre-tax income, excluding provision for credit losses (non-GAAP) $ 1,213,960 $ 1,048,136 $ 959,471 50 Years Ended December 31, (Dollars and shares in thousands, except per share data) 2025 2024 2023 Reconciliation of Non-GAAP Net Income per Common Share: Net income $ 823,844 $ 695,045 $ 622,626 Preferred stock dividends 35,644 27,964 27,964 Preferred stock redemption 14,046 — — (R) Net income applicable to common shares $ 774,154 $ 667,081 $ 594,662 (S) Weighted average common shares outstanding 66,896 63,685 61,149 Dilutive potential common shares 998 1,016 938 (T) Average common shares and dilutive common shares 67,894 64,701 62,087 Net income per common share - Basic (R/S) $ 11.57 $ 10.47 $ 9.72 Net income per common share - Diluted (R/T) $ 11.40 $ 10.31 $ 9.58 Preferred stock series F excess one-time extended first dividend $ 4,927 $ — $ — Preferred stock redemption 14,046 — — (U) Total non-recurring preferred stock offering impact (non-GAAP) $ 18,973 $ — $ — Net income per common share - Basic (non-GAAP) (R+U)/S $ 11.86 $ 10.47 $ 9.72 Net income per common share - Diluted (non-GAAP) (R+U)/T $ 11.68 $ 10.31 $ 9.58 51 OVERVIEW AND STRATEGY 2025 Highlights The Company recorded net income of $823.8 million for the year of 2025 compared to $695.0 million and $622.6 million for the years of 2024 and 2023, respectively.
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, plans to form additional de novo banks or branch offices, 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.
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.
Determining the amount of the allowance for credit losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the fair value of the underlying collateral and amount and timing of expected future cash flows on individually assessed financial assets, estimated credit losses on pools of loans with similar risk characteristics, and consideration of reasonable and supportable forecasts of macroeconomic conditions, all of which are susceptible to significant change.
Determining the amount of the allowance for credit losses is considered a critical accounting estimate because it requires significant judgment and includes the use of estimates related to the fair value of the underlying collateral and amount and timing of expected future cash flows on individually assessed financial assets, estimated credit losses on pools of loans with similar risk characteristics, and consideration of reasonable and supportable forecasts of macroeconomic conditions, all of which are susceptible to significant change.
If that is the case, the individual loan is considered collateral dependent and individually assessed for an allowance for credit loss. The Company’s individual assessment utilizes an 79 independent re-appraisal of the collateral (unless such a third-party evaluation is not possible due to the unique nature of the collateral, such as a closely-held business or thinly traded securities).
If that is the case, the individual loan is considered collateral dependent and individually assessed for an allowance for credit loss. The Company’s individual assessment utilizes an independent re-appraisal of the collateral (unless such a third-party evaluation is not possible due to the unique nature of the collateral, such as a closely-held business or thinly traded securities).
In determining the appropriate reserve for collateral-dependent loans, the Company considers the results of appraisals for the associated collateral. Non-Performing Assets (1) The following table sets forth the Company’s non-performing assets, and for the years prior to 2023, the troubled debt restructurings (“TDRs”) performing under the contractual terms of the loan agreement as of the dates shown.
In determining the appropriate reserve for collateral-dependent loans, the Company considers the results of appraisals for the associated collateral. 77 Non-Performing Assets (1) The following table sets forth the Company’s non-performing assets, and for the years prior to 2023, the troubled debt restructurings (“TDRs”) performing under the contractual terms of the loan agreement as of the dates shown.
Based on these laws, the banks could, subject to minimum capital requirements, declare dividends to the Company without obtaining 90 regulatory approval in an amount not exceeding (a) undivided profits, and (b) the amount of net income reduced by dividends paid for the current and prior two years.
Based on these laws, the banks could, subject to minimum capital requirements, declare dividends to the Company without obtaining regulatory approval in an amount not exceeding (a) undivided profits, and (b) the amount of net income reduced by dividends paid for the current and prior two years.
The primary drivers of profitability of the wealth management business can be associated with the level of commission received related to the trading performed by the brokerage customers for their accounts and the amount of assets under management in which the unit receives a management fee for advisory, administrative and custodial services.
The primary drivers of profitability of the wealth management business can be associated with the level of commission received related to the trading performed by the brokerage customers for their accounts and the amount of assets under management in 55 which the unit receives a management fee for advisory, administrative and custodial services.
Profitability of financing both commercial and life insurance premiums is also meaningfully impacted by leveraging 55 information technology systems, maintaining operational efficiency and increasing average loan size, each of which allows us to expand our loan volume without significant capital investment.
Profitability of financing both commercial and life insurance premiums is also meaningfully impacted by leveraging information technology systems, maintaining operational efficiency and increasing average loan size, each of which allows us to expand our loan volume without significant capital investment.
The Federal Reserve’s capital guidelines require bank holding companies to maintain a minimum ratio of 89 qualifying total capital to risk-weighted assets of 8.0%, of which at least 4.5% must be in the form of Common Equity Tier 1 capital and 6.0% must be in the form of Tier 1 capital.
The Federal Reserve’s capital guidelines require bank holding companies to maintain a minimum ratio of qualifying total capital to risk-weighted assets of 8.0%, of which at least 4.5% must be in the form of Common Equity Tier 1 capital and 6.0% must be in the form of Tier 1 capital.
These commitments are not included in the commitments table above, as the timing and amounts are based upon the financing arrangements provided in each project’s partnership or operating agreement and could change due to variances in the construction schedule, project revisions, or the cancellation of the project. Contingencies.
These commitments are not included in the commitments table above, as the timing and 89 amounts are based upon the financing arrangements provided in each project’s partnership or operating agreement and could change due to variances in the construction schedule, project revisions, or the cancellation of the project. Contingencies.
As a result of this initial review by the Company’s Managed Asset Division, the credit risk rating is reviewed and a portion of the outstanding loan balance may be deemed uncollectible and, as a result, no longer share similar risk characteristics as its related pool.
As a result of this initial review by the Company’s Managed Asset Division, 76 the credit risk rating is reviewed and a portion of the outstanding loan balance may be deemed uncollectible and, as a result, no longer share similar risk characteristics as its related pool.
Other market conditions may require a reserve to bring the carrying value of the loan below the net appraised valuation such as litigation surrounding the borrower and/or property securing our loan or other market conditions impacting the value of the collateral. 86 Having determined the net value based on the factors such as those noted above and compared that value to the book value of the loan, the Company arrives at a charge-off amount or a specific reserve included in the allowance for credit losses.
Other market conditions may require a reserve to bring the carrying value of the loan below the net appraised valuation such as litigation surrounding the borrower and/or property securing our loan or other market conditions impacting the value of the collateral. 83 Having determined the net value based on the factors such as those noted above and compared that value to the book value of the loan, the Company arrives at a charge-off amount or a specific reserve included in the allowance for credit losses.
Assets and liabilities of acquired businesses are required to be recognized at their estimated fair value at the date of acquisition. These valuation adjustments represent the difference between the estimated 60 fair value and the carrying value of assets and liabilities acquired.
Assets and liabilities of acquired businesses are required to be recognized at their estimated fair value at the date of acquisition. These valuation adjustments represent the difference between the estimated fair value and the carrying value of assets and liabilities acquired.
Upon completion of its own investigation, the Company generally repurchases or provides indemnification on certain loans. Indemnification requests 92 are generally received within two years subsequent to sale.
Upon completion of its own investigation, the Company generally repurchases or provides indemnification on certain loans. Indemnification requests are generally received within two years subsequent to sale.
As such, the extent of the decline in real estate valuations can vary meaningfully among the different types of commercial and other 53 real estate loans made by the Company.
As such, the extent of the decline in real estate valuations can vary meaningfully among the different types of commercial and other real estate loans made by the Company.
Trust and asset management fees are based primarily on the market value of the assets under management or administration as well as volume of tax-deferred like-kind exchange services provided during a period. Service charges on deposit accounts increased in 2024 compared to 2023 primarily as a result of higher fees associated with commercial account analysis fees.
Trust and asset management fees are based primarily on the market value of the assets under management or administration as well as volume of tax-deferred like-kind exchange services provided during a period. Service charges on deposit accounts increased in 2025 compared to 2024 primarily as a result of higher fees associated with commercial account analysis fees.
In 2024, the Company continued to significantly invest in technology, including enhancements to our customer’s digital experience, and it is subject to additional contractual purchase obligations in furtherance of these efforts. The Company also enters into derivative contracts under which the Company is required to either receive cash from or pay cash to counterparties depending on changes in interest rates.
In 2025, the Company continued to significantly invest in technology, including enhancements to our customer’s digital experience, and it is subject to additional contractual purchase obligations in furtherance of these efforts. The Company also enters into derivative contracts under which the Company is required to either receive cash from or pay cash to counterparties depending on changes in interest rates.
As discussed under Supervision and Regulation in Item 1, the FDIC adopted a final rule, applicable to all insured depository institutions, to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, which began in the first quarterly assessment period of 2023. There was no change to the initial base deposit insurance assessment rate in 2024.
As discussed under Supervision and Regulation in Item 1, the FDIC adopted a final rule, applicable to all insured depository institutions, to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, which began in the first quarterly assessment period of 2023. There was no change to the initial base deposit insurance assessment rate in 2025.
Management considers pre-tax income, excluding provision for credit losses as a useful measurement of the Company’s core net income. 50 The following table presents a reconciliation of certain non-GAAP performance measures and ratios used by the Company to evaluate and measure the Company’s performance to the most directly comparable GAAP financial measures for the last three years.
Management considers pre-tax income, excluding provision for credit losses as a useful measurement of the Company’s core net income. 49 The following table presents a reconciliation of certain non-GAAP performance measures and ratios used by the Company to evaluate and measure the Company’s performance to the most directly comparable GAAP financial measures for the last three years.
Please refer to the Consolidated Results of Operations section later in this discussion for an analysis of the Company’s operations for the past three years. 49 NON-GAAP FINANCIAL MEASURES/RATIOS The accounting and reporting policies of Wintrust conform to generally accepted accounting principles (“GAAP”) in the United States and prevailing practices in the banking industry.
Please refer to the Consolidated Results of Operations section later in this discussion for an analysis of the Company’s operations for the past three years. 48 NON-GAAP FINANCIAL MEASURES/RATIOS The accounting and reporting policies of Wintrust conform to generally accepted accounting principles (“GAAP”) in the United States and prevailing practices in the banking industry.
The loans are indirectly originated by working through independent medium and large insurance agents and brokers located throughout the United States and Canada. The insurance premiums financed are primarily for commercial customers’ purchases of liability, property and casualty and other commercial insurance. This lending involves relatively rapid turnover of the loan portfolio and high volume of loan originations.
The loans are indirectly originated by working through independent insurance agents and brokers located throughout the United States and Canada. The insurance premiums financed are primarily for commercial customers’ purchases of liability, property and casualty and other commercial insurance. This lending involves relatively rapid turnover of the loan portfolio and high volume of loan originations.
The table presented later in this section, titled “Changes in Interest Income and Expense,” presents the dollar amount of changes in interest income and expense, by major category, attributable to changes in the volume of the balance sheet category and changes in the rate earned or paid with respect to that category of assets or liabilities for 2024 and 2023.
The table presented later in this section, titled “Changes in Interest Income and Expense,” presents the dollar amount of changes in interest income and expense, by major category, attributable to changes in the volume of the balance sheet category and changes in the rate earned or paid with respect to that category of assets or liabilities for 2025 and 2024.
Average Balance Sheets, Interest Income and Expense, and Interest Rate Yields and Costs The following table sets forth the average balances, the interest earned or paid thereon, and the effective interest rate, yield or cost for each major category of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2024, 2023 and 2022.
Average Balance Sheets, Interest Income and Expense, and Interest Rate Yields and Costs The following table sets forth the average balances, the interest earned or paid thereon, and the effective interest rate, yield or cost for each major category of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2025, 2024 and 2023.
It is not the Company’s current practice to underwrite, and there are no plans to underwrite subprime, Alt A, no or little documentation loans, or option ARM loans. As of December 31, 2024, none of our mortgage loans consist of interest-only loans. Premium finance receivables — property & casualty.
It is not the Company’s current practice to underwrite, and there are no plans to underwrite subprime, Alt A, no or little documentation loans, or option ARM loans. As of December 31, 2025, none of our mortgage loans consist of interest-only loans. Premium finance receivables — property & casualty.
Historical trending of both the Company’s results and the industry peers is also reviewed to analyze comparative significance. 83 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 last five fiscal years.
Historical trending of both the Company’s results and the industry peers is also reviewed to analyze comparative significance. 80 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 last five fiscal years.
For a discussion of 2023 results compared to 2022, refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Wintrust Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 28, 2024.
For a discussion of 2024 results compared to 2023, refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Wintrust Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 28, 2025.
Software and equipment expense increased in 2024 compared to 2023 primarily as a result of increased software licensing expenses as the Company invests in enhancements to the digital customer experience, upgrades to infrastructure and enhancements to information security capabilities. Software and equipment expense includes furniture, equipment and computer software, depreciation and repairs and maintenance costs.
Software and equipment expense increased in 2025 compared to 2024 primarily as a result of increased software licensing expenses as the Company invests in enhancements to the digital customer experience, upgrades to infrastructure and enhancements to information security capabilities. Software and equipment expense includes furniture, equipment and computer software, depreciation and repairs and maintenance costs.
In accordance with the liquidity management noted above, deposit growth and increases in borrowings from various sources have resulted in accumulating liquidity assets in recent periods. In 2024, we managed our liquid assets to ensure that we have the balance sheet strength to serve our clients.
In accordance with the liquidity management noted above, deposit growth and increases in borrowings from various sources have resulted in accumulating liquidity assets in recent periods. In 2025, we managed our liquid assets to ensure that we have the balance sheet strength to serve our clients.
The following table presents a summary of the amounts and expected maturities of significant commitments as of December 31, 2024. Further information on these commitments is included in Note (20) “Commitments and Contingencies” of the Consolidated Financial Statements in Item 8 of this report.
The following table presents a summary of the amounts and expected maturities of significant commitments as of December 31, 2025. Further information on these commitments is included in Note (20) “Commitments and Contingencies” of the Consolidated Financial Statements in Item 8 of this report.
The following table presents the carrying value of the investment securities portfolios as of December 31, 2024, by maturity distribution. Carrying value represents the fair value of investment securities classified as available-for-sale, the amortized cost of those classified as held-to-maturity and the fair value of equity securities with readily determinable fair values.
The following table presents the carrying value of the investment securities portfolios as of December 31, 2025, by maturity distribution. Carrying value represents the fair value of investment securities classified as available-for-sale, the amortized cost of those classified as held-to-maturity and the fair value of equity securities with readily determinable fair values.
As reflected in the table, each of the Company’s capital ratios at December 31, 2024, exceeded the well-capitalized ratios established by the Federal Reserve. Management is committed to maintaining the Company’s capital levels above the “Well Capitalized” levels established by the Federal Reserve for bank holding companies.
As reflected in the table, each of the Company’s capital ratios at December 31, 2025, exceeded the well-capitalized ratios established by the Federal Reserve. Management is committed to maintaining the Company’s capital levels above the “Well Capitalized” levels established by the Federal Reserve for bank holding companies.
The Company has employed certain strategies to manage net income in the current environment, including those discussed below. Net Interest Income The Company has leveraged its operating strengths to grow its earning assets base while maintaining a stable net interest margin in 2024.
The Company has employed certain strategies to manage net income in the current environment, including those discussed below. Net Interest Income The Company has leveraged its operating strengths to grow its earning assets base while maintaining a stable net interest margin in 2025.
Starting in 2016, none of the junior subordinated debentures qualified as Tier 1 regulatory capital of the Company resulting in $245.5 million of the junior subordinated debentures, net of common securities, being included in the Company’s Tier 2 regulatory capital as of December 31, 2024. Shareholders’ Equity .
Starting in 2016, none of the junior subordinated debentures qualified as Tier 1 regulatory capital of the Company resulting in $245.5 million of the junior subordinated debentures, net of common securities, being included in the Company’s Tier 2 regulatory capital as of December 31, 2025. Shareholders’ Equity .
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion highlights the significant factors affecting the operations and financial condition of Wintrust for the three years ended December 31, 2024. The detailed financial discussion focuses on 2024 results compared to 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion highlights the significant factors affecting the operations and financial condition of Wintrust for the three years ended December 31, 2025. The detailed financial discussion focuses on 2025 results compared to 2024.
In margin transactions, Wintrust Investments, under an agreement with the out-sourced securities firm, extends credit to its customer, subject to various regulatory and internal margin requirements, collateralized by cash and securities in customer’s accounts.
In margin transactions, Wintrust Investments, under an agreement with the out-sourced securities firm, extended credit to its customer, subject to various regulatory and internal margin requirements, collateralized by cash and securities in customer’s accounts.
This data should be read in conjunction with the Company’s Consolidated Financial Statements and notes thereto, and Management’s Discussion and Analysis which are contained in Item 8 and Item 7, respectively, of this Annual Report on Form 10-K. 70 The following table presents the amortized cost and fair value of the Company’s investment securities portfolios, by investment category, as of December 31, 2024, and 2023: (In thousands) 2024 2023 Amortized Cost Fair Value Amortized Cost Fair Value Available-for-sale securities U.S.
This data should be read in conjunction with the Company’s Consolidated Financial Statements and notes thereto, and Management’s Discussion and Analysis which are contained in Item 8 and Item 7, respectively, of this Annual Report on Form 10-K. 68 The following table presents the amortized cost and fair value of the Company’s investment securities portfolios, by investment category, as of December 31, 2025, and 2024: (In thousands) 2025 2024 Amortized Cost Fair Value Amortized Cost Fair Value Available-for-sale securities U.S.
Funds that are not utilized for loan originations are used to purchase investment securities and short-term money market investments, to sell as federal funds and to maintain in interest-bearing deposits with banks. Average liquidity management assets accounted for 19% and 19% of total average earning assets in 2024 and 2023, respectively.
Funds that are not utilized for loan originations are used to purchase investment securities and short-term money market investments, to sell as federal funds and to maintain in interest-bearing deposits with banks. Average liquidity management assets accounted for 20% and 19% of total average earning assets in 2025 and 2024, respectively.
Management considers the maintenance of adequate liquidity to be important to the management of risk. Accordingly, during 2024, the Company continued its practice of maintaining appropriate funding capacity to provide the Company with adequate liquidity for its ongoing operations.
Management considers the maintenance of adequate liquidity to be important to the management of risk. Accordingly, during 2025, the Company continued its practice of maintaining appropriate funding capacity to provide the Company with adequate liquidity for its ongoing operations.
Residential real estate loans, excluding early buy-out loans guaranteed by U.S. government agencies, at December 31, 2024 that are current with regards to the contractual terms of the loan agreements comprise 98.6% of these residential real estate loans outstanding. For more information regarding delinquent loans as of December 31, 2024, see Note (5) “Allowance for Credit Losses” in Item 8.
Residential real estate loans, excluding early buy-out loans guaranteed by U.S. government agencies, at December 31, 2025 that are current with regards to the contractual terms of the loan agreements comprise 98.4% of these residential real estate loans outstanding. For more information regarding delinquent loans as of December 31, 2025, see Note (5) “Allowance for Credit Losses” in Item 8.
Certain of these factors, or combination of these factors, may cause a portion of the credit risk ratings of home equity loans across all banks to be 85 downgraded.
Certain of these factors, or combination of these factors, may cause a portion of the credit risk ratings of home equity loans across all banks to be 82 downgraded.
Potentially impacting the cost control strategies discussed above, the Company anticipates increased costs resulting from the regulatory environment in which we operate as well as wage inflation, higher FDIC insurance assessments and continued investment in technology. Credit Quality The Company continues to actively address non-performing assets and remains disciplined in its approach to grow without sacrificing asset quality.
Potentially impacting the cost control strategies discussed above, the Company anticipates increased costs resulting from the regulatory environment in which we operate as well as wage inflation and continued investment in technology. Credit Quality The Company continues to actively address non-performing assets and remains disciplined in its approach to grow without sacrificing asset quality.
Mortgage banking revenue is primarily comprised of gains on sales of mortgage loans originated for new home purchases as well as mortgage refinancing. Mortgage revenue is also impacted by changes in the fair value of MS Rs and EBOs guaranteed by U.S. government agencies. Mortgage originations for sale totaled $2.6 billion and $2.0 billion in 2024 and 2023, respectively.
Mortgage banking revenue is primarily comprised of gains on sales of mortgage loans originated for new home purchases as well as mortgage refinancing. Mortgage revenue is also impacted by changes in the fair value of MS Rs and EBOs guaranteed by U.S. government agencies. Mortgage originations for sale totaled $2.6 billion in 2025 and 2024.
The Company recorded a net excess tax benefit related to share-based compensation of $4.5 million in 2024, a net excess tax benefit of $2.9 million 2023, and a net excess tax benefit of $2.9 million in 2022, the majority of which were recognized in the first quarter in each year.
The Company recorded a net excess tax benefit related to share-based compensation of $3.9 million in 2025, a net excess tax benefit of $4.5 million 2024, and a net excess tax benefit of $2.9 million in 2023, the majority of which were recognized in the first quarter in each year.
Loan Portfolio Aging As of December 31, 2024, $164.4 million, or 0.3% of all loans, excluding early buy-out loans guaranteed by U.S. government agencies, were 60 to 89 days (or two payments) past due and $249.9 million, or 0.5%, were 30 to 59 days (or one payment) past 81 due.
As of December 31, 2024, $164.4 million, or 0.3%, of all loans, excluding early buy-out loans guaranteed by U.S. government agencies were 60 to 89 days (or two payments) past due and $249.9 million, or 0.5%, were 30 to 59 days (or one payment) past due.
As of December 31, 2024, our residential loan portfolio totaled $3.6 billion, or 8% of our total outstanding loans. Our adjustable rate mortgages are often non-agency conforming. These loans generally provide for periodic and lifetime limits on the interest rate adjustments among other features.
As of December 31, 2025, our residential loan portfolio totaled $4.3 billion, or 8% of our total outstanding loans. Our adjustable rate mortgages are often non-agency conforming. These loans generally provide for periodic and lifetime limits on the interest rate adjustments among other features.
(3) Interest income on tax-advantaged loans, trading securities and investment securities reflects a tax-equivalent adjustment based on a marginal federal corporate tax rate in effect as of the applicable period. The total adjustments for the years ended December 31, 2024, 2023 and 2022 were $11.9 million, $10.1 million and $5.6 million, respectively.
(3) Interest income on tax-advantaged loans, trading securities and investment securities reflects a tax-equivalent adjustment based on a marginal federal corporate tax rate in effect as of the applicable period. The total adjustments for the years ended December 31, 2025, 2024 and 2023 were $11.4 million, $11.9 million and $10.1 million, respectively.
Miscellaneous non-interest expense increased in 2024 as compared to 2023 primarily as a result of various other operational costs including an increase in interest payments made on collateral received for outstanding interest rate derivative contracts and includes approximately $4.3 million in acquisition related expenses related to the acquisition of Macatawa.
Miscellaneous non-interest expense increased in 2025 as compared to 2024 primarily as a result of various other operational costs including an increase in interest payments made on collateral received for outstanding interest rate derivative contracts and includes approximately $7.0 million in acquisition related expenses recorded in 2025 compared to $4.3 million in 2024 related to the acquisition of Macatawa.
At December 31, 2024, the liability for estimated losses on repurchase and indemnification was approximately $188,000 and was included in other liabilities on the balance sheet. Forward Looking Statements This document contains forward-looking statements within the meaning of federal securities laws.
At December 31, 2025, the liability for estimated losses on repurchase and indemnification was approximately $578,000 and was included in other liabilities on the balance sheet. Forward Looking Statements This document contains forward-looking statements within the meaning of federal securities laws.
Total funding, which includes deposits, all notes and advances, including secured borrowings and junior subordinated debentures, was $56.8 billion at December 31, 2024 and $49.1 billion at December 31, 2023. See Notes (3), (4), and (10) through (14) to the Consolidated Financial Statements in Item 8 for additional period-end detail on the Company’s interest-earning assets and funding liabilities.
Total funding, which includes deposits, all notes and advances, including secured borrowings and junior subordinated debentures, was $62.2 billion at December 31, 2025 and $56.8 billion at December 31, 2024. See Notes (3), (4), and (10) through (14) to the Consolidated Financial Statements in Item 8 for additional period-end detail on the Company’s interest-earning assets and funding liabilities.
Premium finance receivables — life insurance. Wintrust Life Finance originated approximately $1.7 billion in life insurance premium finance receivables in 2024 as compared to $1.5 billion in 2023. The Company continues to experience a high level of competition and pricing pressure within the current market.
Premium finance receivables — life insurance. Wintrust Life Finance originated approximately $1.9 billion in life insurance premium finance receivables in 2025 as compared to $1.7 billion in 2024. The Company continues to experience a high level of competition and pricing pressure within the current market.
The increase in year end and average deposits in 2024 over 2023 is primarily attributable to the Company's increased marketing efforts during 2024 to retain and attract deposits to support continued loan growth, the Macatawa acquisition, and due to the diversity of our deposit base.
The increase in year end and average deposits in 2025 over 2024 is primarily attributable to the Company's increased marketing efforts during 2025 to retain and attract deposits to support continued loan growth and due to the diversity of our deposit base.
(2) Certain volume adjusted for the estimated pull-through rate of the loan, which represents the Company’s best estimate of the likelihood that a committed loan will ultimately fu nd. 65 Wealth management revenue increased by $15.6 million in 2024 compared to the same period in 2023 primarily due to increased asset management fees as a result of higher assets under management when compared to the same period in the prior year.
(2) Certain volume adjusted for the estimated pull-through rate of the loan, which represents the Company’s best estimate of the likelihood that a committed loan will ultimately fu nd. 63 Wealth management revenue increased by $1.2 million in 2025 compared to the same period in 2024 primarily due to increased asset management fees as a result of higher assets under management when compared to the same period in the prior year.
Average liquidity management assets increased $1.2 billion in 2024 compared to 2023. The balances of these assets can fluctuate based on management’s ongoing effort to manage liquidity and for asset liability management purposes.
Average liquidity management assets increased $1.9 billion in 2025 compared to 2024. The balances of these assets can fluctuate based on management’s ongoing effort to manage liquidity and for asset liability management purposes.
These loans are originated directly with the borrowers with assistance from life insurance carriers, independent insurance agents, financial advisors and legal counsel. The life insurance policy is the primary form of collateral. In addition, these loans often are secured with a letter of credit, marketable securities or certificates of deposit.
These loans are originated via referrals from life insurance carriers, independent insurance agents, financial advisors and legal counsel. The life insurance policy is the primary form of collateral. In addition, these loans often are secured with a letter of credit, marketable securities or certificates of deposit.
Primarily as a result of growth in the portfolio, our allowance for credit losses in our commercial loan portfolio increased to $175.8 million as of December 31, 2024 compared to $169.6 million as of December 31, 2023. Our commercial real estate loans are generally secured by a first mortgage lien and assignment of rents on the property.
Primarily as a result of growth in the portfolio, our allowance for credit losses in our commercial loan portfolio increased to $178.5 million as of December 31, 2025 compared to $175.8 million as of December 31, 2024. 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, 68.5% of our commercial real estate loan portfolio is located in this region as of December 31, 2024. We have been able to effectively manage our total non-performing commercial real estate loans.
Since most of our bank branches are located in the Chicago metropolitan area, southern Wisconsin, and west Michigan, 63.9% of our commercial real estate loan portfolio is located in this region as of December 31, 2025. We have been able to effectively manage our total non-performing commercial real estate loans.
In this regard, the Company benefited from its strong deposit base, a liquid investment portfolio and its access to funding from a variety of external funding sources. The Company had overnight liquid funds and interest-bearing deposits with banks of $4.9 billion and $2.5 billion at December 31, 2024 and 2023, respectively.
In this regard, the Company benefited from its strong deposit base, a liquid investment portfolio and its access to funding from a variety of external funding sources. The Company had overnight liquid funds and interest-bearing deposits with banks of $3.6 billion and $4.9 billion at December 31, 2025 and 2024, respectively.
The liability for estimated losses on repurchase and indemnification claims for residential mortgage loans previously sold to investors was approximately $188,000 at December 31, 2024 and $152,000 at December 31, 2023.
The liability for estimated losses on repurchase and indemnification claims for residential mortgage loans previously sold to investors was approximately $578,000 at December 31, 2025 and $188,000 at December 31, 2024.
The percentage of origination volume from refinancing activities was 25% in 2024 as compared to 17% in 2023. The Company records MSRs at fair value on a recurring basis.
The percentage of origination volume from refinancing activities was 32% in 2025 as compared to 25% in 2024. The Company records MSRs at fair value on a recurring basis.
In the normal course of business, Wintrust Investments activities involve the execution, settlement, and financing of various securities transactions. Wintrust Investments customer securities activities are transacted on either a cash or margin basis.
In the normal course of business, Wintrust Investments activities involved the execution, settlement, and financing of various securities transactions. Wintrust Investments customer securities activities were transacted on either a cash or margin basis.
Unused commitments on home equity lines of credit totaled $999.1 million at December 31, 2024 and $845.6 million at December 31, 2023. The Company has been actively managing its home equity portfolio to ensure that diligent pricing, appraisal and other underwriting activities continue to exist.
Unused commitments on home equity lines of credit totaled $1.0 billion at December 31, 2025 and $999.1 million at December 31, 2024. The Company has been actively managing its home equity portfolio to ensure that diligent pricing, appraisal and other underwriting activities continue to exist.
Early buyout loan classified as held-for-investment totaled $156.8 million at December 31, 2024 compared to $150.6 million at December 31, 2023. Such loans consist of both the rebooked GNMA loans and the early buyout exercised loans classified as held-for-investment discussed above.
Early buyout loan classified as held-for-investment totaled $145.8 million at December 31, 2025 compared to $156.8 million at December 31, 2024. Such loans consist of both the rebooked GNMA loans and the early buyout exercised loans classified as held-for-investment discussed above.
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. The Company had approximately $18.9 billion of uninsured deposits as of December 31, 2024, of which $3.1 billion were fully collateralized deposits.
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. The Company had approximately $20.5 billion of uninsured deposits as of December 31, 2025, of which $3.1 billion were fully collateralized deposits.
The $23.1 million of other real estate owned as of December 31, 2024 was comprised entirely of commercial real estate property. During 2024, management continued its efforts to aggressively resolve problem loans through liquidation, rather than retention of loans or real estate acquired as collateral through the foreclosure process.
The $20.8 million of other real estate owned as of December 31, 2025 was comprised entirely of commercial real estate property. During 2025, management continued its efforts to aggressively resolve problem loans through liquidation, rather than retention of loans or real estate acquired as collateral through the foreclosure process.
See Note (13) “Other Borrowings” to the Consolidated Financial Statements in Item 8 for further discussion of these secured borrowings under this agreement. At December 31, 2024 and 2023, the translated balance of the secured borrowings totaled $323.2 million and $392.5 million, respectively.
See Note (13) “Other Borrowings” to the Consolidated Financial Statements in Item 8 for further discussion of these secured borrowings under this agreement. At December 31, 2025 and 2024, the translated balance of the secured borrowings totaled $408.0 million and $323.2 million, respectively.
The Company uses its multi-chartered structure and local management knowledge to analyze and manage the local market conditions at each of its banks. • Excluding early buy-out loans guaranteed by U.S. government agencies, total non-performing loans (loans on non-accrual status and loans more than 90 days past due and still accruing interest) were $170.8 million (of which $21.0 million, or 12% , was related to commercial real estate) at December 31, 2024, an increase of $31.8 million compared to December 31, 2023.
The Company uses its multi-chartered structure and local management knowledge to analyze and manage the local market conditions at each of its banks. • Excluding early buy-out loans (“EBO”) guaranteed by U.S. government agencies, total non-performing loans (loans on non-accrual status and loans more than 90 days past due and still accruing interest) were $185.8 million (of which $25.1 million, or 14% , was related to commercial real estate) at December 31, 2025, an increase of $15.0 million compared to December 31, 2024.
In connection with these activities, Wintrust Investments executes and the out-sourced firm clears customer transactions relating to the sale of securities not yet purchased, substantially all of which are transacted on a margin basis subject to individual exchange regulations.
In connection with these activities, Wintrust Investments executed and the out-sourced firm cleared customer transactions relating to the sale of securities not yet purchased, substantially all of which were transacted on a margin basis subject to individual exchange regulations.
The allowance for credit losses is determined quarterly using a methodology that incorporates important risk characteristics of each loan, as described below under “How We Determine the Allowance for Credit Losses” in this Item 7. 82 The following table sets forth the allocation of the allowance for credit losses by major loan type and the percentage of loans in each category to total loans for the past five fiscal years: December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020 (Dollars in thousands) Amount % of Loan Type to Total Loans Amount % of Loan Type to Total Loans Amount % of Loan Type to Total Loans Amount % of Loan Type to Total Loans Amount % of Loan Type to Total Loans Allowance for credit losses allocation: Commercial $ 175,837 32 % $ 169,604 30 % $ 142,769 32 % $ 119,307 34 % $ 94,212 37 % Commercial real-estate 222,856 27 223,853 27 184,352 25 144,583 26 243,603 26 Home equity 8,943 1 7,116 1 7,573 1 10,699 1 11,437 1 Residential real-estate 10,335 8 13,133 7 11,585 6 8,782 5 12,459 5 Premium finance receivables – property & casualty 17,111 15 12,384 16 9,967 15 15,246 14 17,267 13 Premium finance receivables – life insurance 709 17 685 19 704 21 613 20 510 18 Consumer and other 812 0 490 0 498 0 423 0 422 0 Total allowance for credit losses $ 436,603 100 % $ 427,265 100 % $ 357,448 100 % $ 299,653 100 % $ 379,910 100 % Allowance category as a percent of total allowance for credit losses: Commercial 41 % 40 % 40 % 40 % 25 % Commercial real-estate 51 52 52 48 64 Home equity 2 2 2 4 3 Residential real-estate 2 3 3 3 3 Premium finance receivables—property & casualty 4 3 3 5 5 Premium finance receivables—life insurance 0 0 0 0 0 Consumer and other 0 0 0 0 0 Total allowance for credit losses 100 % 100 % 100 % 100 % 100 % Management determined that the allowance for credit losses was appropriate at December 31, 2024, and that the loan portfolio is well diversified and well secured, without undue concentration in any specific risk area.
The allowance for credit losses is determined quarterly using a methodology that incorporates important risk characteristics of each loan, as described below under “How We Determine the Allowance for Credit Losses” in this Item 7. 79 The following table sets forth the allocation of the allowance for credit losses by major loan type and the percentage of loans in each category to total loans for the past five fiscal years: December 31, 2025 December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2021 (Dollars in thousands) Amount % of Loan Type to Total Loans Amount % of Loan Type to Total Loans Amount % of Loan Type to Total Loans Amount % of Loan Type to Total Loans Amount % of Loan Type to Total Loans Allowance for credit losses allocation: Commercial $ 178,545 32 % $ 175,837 32 % $ 169,604 30 % $ 142,769 32 % $ 119,307 34 % Commercial real-estate 246,933 27 222,856 27 223,853 27 184,352 25 144,583 26 Home equity 10,402 1 8,943 1 7,116 1 7,573 1 10,699 1 Residential real-estate 12,519 8 10,335 8 13,133 7 11,585 6 8,782 5 Premium finance receivables – property & casualty 10,226 15 17,111 15 12,384 16 9,967 15 15,246 14 Premium finance receivables – life insurance 785 17 709 17 685 19 704 21 613 20 Consumer and other 795 0 812 0 490 0 498 0 423 0 Total allowance for credit losses $ 460,205 100 % $ 436,603 100 % $ 427,265 100 % $ 357,448 100 % $ 299,653 100 % Allowance category as a percent of total allowance for credit losses: Commercial 39 % 41 % 40 % 40 % 40 % Commercial real-estate 54 51 52 52 48 Home equity 2 2 2 2 4 Residential real-estate 3 2 3 3 3 Premium finance receivables—property & casualty 2 4 3 3 5 Premium finance receivables—life insurance 0 0 0 0 0 Consumer and other 0 0 0 0 0 Total allowance for credit losses 100 % 100 % 100 % 100 % 100 % Management determined that the allowance for credit losses was appropriate at December 31, 2025, and that the loan portfolio is well diversified and well secured, without undue concentration in any specific risk area.
In particular: • The Company’s 2024 provision for credit losses totaled $101.0 million compared to a provision of $114.4 million in 2023 and a provision of $78.6 million in 2022.
In particular: • The Company’s 2025 provision for credit losses totaled $95.6 million compared to a provision of $101.0 million in 2024 and a provision of $114.4 million in 2023.
As a result of the above, net interest margin decreased to 3.51% (3.53% on a fully taxable-equivalent basis, non-GAAP) in 2024 compared to 3.66% (3.68% on a fully taxable-equivalent basis, non-GAAP) in 2023. Net interest income and net interest margin were also affected by amortization of valuation adjustments to earning assets and interest-bearing liabilities of acquired businesses.
As a result of the above, net interest margin increased to 3.52% (3.53% on a fully taxable-equivalent basis, non-GAAP) in 2025 compared to 3.51% (3.53% on a fully taxable-equivalent basis, non-GAAP) in 2024. Net interest income and net interest margin were also affected by amortization of valuation adjustments to earning assets and interest-bearing liabilities of acquired businesses.
FIRST Insurance Funding and FIFC Canada originated approximately $18.4 billion in property and casualty insurance premium finance receivables during 2024 as compared to approximately $16.4 billion in 2023. FIRST Insurance Funding and FIFC Canada makes loans to finance insurance premiums related to property and casualty insurance policies.
FIRST Insurance Funding and FIFC Canada originated approximately $19.9 billion in property and casualty insurance premium finance receivables during 2025 as compared to approximately $18.4 billion in 2024. FIRST Insurance Funding and FIFC Canada makes loans to finance insurance premiums related to property and casualty insurance policies.
Wealth management customer account balances on deposit at the banks averaged $1.5 billion and $1.7 billion in 2024 and 2023, respectively. This segment recorded non-interest income of $168.1 million for 2024 as compared to $136.6 million for 2023.
Wealth management customer account balances on deposit at the banks averaged $1.7 billion and $1.5 billion in 2025 and 2024, respectively. This segment recorded non-interest income of $154.4 million for 2025 as compared to $168.1 million for 2024.
At December 31, 2024, the loan and held-to-maturity debt securities portfolios represent 80% of total assets on the Company’s consolidated balance sheet.
At December 31, 2025, the loan and held-to-maturity debt securities portfolios represent 79% of total assets on the Company’s consolidated balance sheet.
In January, April, July and October of 2024, Wintrust declared a quarterly cash dividend of $0.45 per common share. In January, April, July and October of 2023, Wintrust declared a quarterly cash dividend of $0.40 per common share. In January of 2025, Wintrust declared a quarterly cash dividend of $0.50 per common share.
In January, April, July and October of 2025, Wintrust declared a quarterly cash dividend of $0.50 per common share. In January, April, July and October of 2024, Wintrust declared a quarterly cash dividend of $0.45 per common share. In January of 2026, Wintrust declared a quarterly cash dividend of $0.55 per common share.
Net interest income is the difference between interest income and fees on earning assets, such as loans and securities, and interest expense on the liabilities to fund those assets, including interest-bearing deposits and other borrowings.
Net Interest Income The primary source of the Company’s revenue is net interest income. Net interest income is the difference between interest income and fees on earning assets, such as loans and securities, and interest expense on the liabilities to fund those assets, including interest-bearing deposits and other borrowings.
In 2024, approximately 75% of originations were mortgages associated with new home purchases, while 25% of originations were related to refinancing of mortgages. In 2023, approximately 83% of originations were mortgages associated with new home purchases, while 17% of originations were related to refinancing of mortgages. Non-Interest Expense Management believes expense management is important to enhance profitability amid increased competition.
In 2025, approximately 68% of originations were mortgages associated with new home purchases, while 32% of originations were related to refinancing of mortgages. In 2024, approximately 75% of originations were mortgages associated with new home purchases, while 25% of originations were related to refinancing of mortgages. Non-Interest Expense Management believes expense management is important to enhance profitability amid increased competition.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to BHCs as the standard applicable to our subsidiary banks, the Company’s capital ratios as of December 31, 2024 would exceed such revised well-capitalized standard.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to bank holding companies as the standard applicable to our subsidiary banks, the Company’s capital ratios as of December 31, 2025 would exceed such revised well-capitalized standard.
Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment’s risk-weighted assets. The community banking segment’s net interest income for the year ended December 31, 2024 totaled $1.5 billion as compared to $1.4 billion for the same period in 2023, an increase of $95.3 million, or 7%.
Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment’s risk-weighted assets. The community banking segment’s net interest income for the year ended December 31, 2025 totaled $1.8 billion as compared to $1.5 billion for the same period in 2024, an increase of $224.8 million, or 15%.
During 2024, 2023 and 2022, the subsidiaries paid $475.0 million, $360.0 million and $52.0 million, respectively, in dividends to the Company. As of December 31, 2024, subject to minimum capital requirements at the banks, approximately $932.5 million was available as dividends from the banks without prior regulatory approval and without compromising the banks’ well-capitalized positions.
During 2025, 2024 and 2023, the subsidiaries paid $600.0 million, $475.0 million and $360.0 million, respectively, in dividends to the Company. As of December 31, 2025, subject to minimum capital requirements at the banks, approximately $929.8 million was available as dividends from the banks without prior regulatory approval and without compromising the banks’ well-capitalized positions.
(3) CMT - Constant Maturity Treasury Rate.SOFR - Secured Overnight Financing Rate 78 Past Due Loans and Non-Performing Assets The Company’s ability to manage credit risk depends in large part on its ability to properly identify and manage problem loans.
(3) CMT - Constant Maturity Treasury Rate. 75 Past Due Loans and Non-Performing Assets The Company’s ability to manage credit risk depends in large part on its ability to properly identify and manage problem loans.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+0 added−0 removed14 unchanged
Biggest changePlease refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the net interest margin.
Biggest changeIf 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 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the net interest margin.
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.
The policies establish guidelines for acceptable limits on the sensitivity of the market value of assets and liabilities to changes in interest rates. 90 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.
See Note (21) “Derivative Financial Instruments” to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information on the Company’s derivative financial instruments. As shown above, at December 31, 2024, the magnitude of potential changes in net interest income in various interest rate scenarios has continued to remain relatively neutral.
See Note (21) “Derivative Financial Instruments” to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information on the Company’s derivative financial instruments. As shown above, at December 31, 2025, the magnitude of potential changes in net interest income in various interest rate scenarios has continued to remain relatively neutral.
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. During 2024 and 2023, the Company entered into certain covered call option transactions related to certain securities held by the Company.
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. 91 During 2025 and 2024, the Company entered into certain covered call option transactions related to certain securities held by the Company.
The interest rate sensitivity for both the Static Shock and Ramp Scenario at December 31, 2024 and December 31, 2023 is as follows: Static Shock Scenarios +200 Basis Points +100 Basis Points -100 Basis Points -200 Basis Points December 31, 2024 (1.6) % (0.6) % (0.3) % (1.5) % December 31, 2023 2.6 1.8 0.4 (0.7) Ramp Scenarios +200 Basis Points +100 Basis Points -100 Basis Points -200 Basis Points December 31, 2024 (0.2) % (0.0) % 0.0 % (0.3) % December 31, 2023 1.6 1.2 (0.3) (1.5) One method utilized by financial institutions, including the Company, to manage interest rate risk is to enter into derivative financial instruments.
The interest rate sensitivity for both the Static Shock and Ramp Scenario at December 31, 2025 and December 31, 2024 is as follows: Static Shock Scenarios +200 Basis Points +100 Basis Points -100 Basis Points -200 Basis Points December 31, 2025 (1.6) % (0.5) % (0.5) % (0.8) % December 31, 2024 (1.6) (0.6) (0.3) (1.5) Ramp Scenarios +200 Basis Points +100 Basis Points -100 Basis Points -200 Basis Points December 31, 2025 (0.0) % 0.1 % (0.1) % (0.2) % December 31, 2024 (0.2) (0.0) 0.0 (0.3) One method utilized by financial institutions, including the Company, to manage interest rate risk is to enter into derivative financial instruments.
To further mitigate this risk, the Company may acquire fixed-rate term debt or use 94 financial derivative instruments. There were no covered call options outstanding as of December 31, 2024 or 2023.
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 December 31, 2025 or 2024.
See Note (21) “Derivative Financial Instruments” of the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information on the Company’s fees from covered call options for the twelve months ended December 31, 2024 and December 31, 2023. 95
See Note (21) “Derivative Financial Instruments” of the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information on the Company’s fees from covered call options for the twelve months ended December 31, 2025 and December 31, 2024. 92
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.
Management has taken action to reposition its sensitivity to interest rates to stabilize net interest margin following the rise in short term interest rates in 2022 and 2023. To this end, management has executed various derivative instruments including collars, floors and receive-fixed swaps to hedge variable-rate loan exposures.
In addition, management attempts to identify potential adverse changes in net interest income in future years as a result 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 takes appropriate action with its asset-liability structure to mitigate these potentially adverse 93 situations.
In addition, management attempts to identify potential adverse changes in net interest income in future years as a result interest rate fluctuations by performing simulation analysis of various interest rate environments.

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