UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~The

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): July 15, 2025~~1934

Date of Report (Date of earliest event reported): July 21, 2025

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Illinois

~~001-35077~~

~~36-3873352~~

001-35077

36-3873352

(State or other jurisdiction of Incorporation)

~~(Commission File Number)~~

~~(I.R.S. Employer Identification No.)~~

(Commission File Number)

(I.R.S. EmployerIdentification No.)

9700 W. Higgins Road, Suite 800

Rosemont

Illinois

60018

(Address of principal executive offices)

(Zip Code)

9700 W. Higgins Road, Suite 800 Rosemont, Illinois		60018
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (847) 939-9000

Not Applicable

(Former name or former address, if changed since last year)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Ticker Symbol	Name of Each Exchange on Which Registered
Common Stock, no par value	WTFC	The Nasdaq Global Select Market
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value	WTFCM	The Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of	WTFCP	The Nasdaq Global Select Market
6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of	WTFCN	The Nasdaq Global Select Market
7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, no par value

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	WTFC	The NASDAQ Global Select Market
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, no par value	WTFCN	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Item 3 2.0302. ~~Material~~Results ~~Modification~~of toOperations ~~Rights~~and ofFinancial ~~Security Holders.~~Condition

OnThe ~~July 15, 2025,~~information ~~Wintrust~~in ~~Financial~~this ~~Corporation~~Current ~~(the~~Report ~~“Company”)~~is ~~filed~~being ~~with~~furnished ~~the~~and ~~Secretary~~shall ofnot ~~the~~be ~~State~~deemed of“filed” ~~Illinois~~for ~~two~~the ~~Statements~~purposes of ~~Resolution (the~~Section 18 ~~“Modifications”)~~of ~~relating to~~ the ~~Company’s~~Securities ~~Amended~~Exchange ~~and~~Act ~~Restated Articles~~ of ~~Incorporation~~1934, as amended., ~~The~~or ~~Modifications were~~otherwise ~~filed~~subject ~~solely~~ to ~~formally reflect that no shares of~~ the ~~Company’s~~liabilities ~~Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value per share (the “Series D Preferred Stock”), which series was created in 2015, and no shares~~ of ~~the~~that ~~Company’s 6~~Section.~~875%~~ ~~Fixed-Rate~~The ~~Reset~~information ~~Non-Cumulative Perpetual Preferred Stock, Series E, no par value (the “Series E Preferred Stock”), which series was created~~ in ~~2020,~~this ~~remain~~Current ~~issued and~~Report ~~outstanding.~~shall Asnot abe ~~result~~incorporated ofby ~~the~~reference ~~Modifications,~~into ~~the~~any ~~shares~~registration ~~formerly~~statement ~~designated~~or asother ~~the~~document ~~Series D~~pursuant ~~Preferred Stock and the Series E Preferred Stock were returned~~ to the ~~status~~Securities ofAct ~~authorized and unissued shares~~ of ~~the~~1933, ~~Company’s~~as ~~preferred stock~~amended.

~~The~~On ~~only~~July 21, ~~issued~~2025, ~~and~~Wintrust ~~outstanding~~Financial ~~series~~Corporation (the “Company”) announced earnings for the second quarter of ~~preferred~~2025 ~~stock~~and posted on its website the Second Quarter 2025 Earnings Release Presentation. Copies of the ~~Company is~~press release relating to the Company’s ~~7.875%~~earnings ~~Fixed-Rate~~results ~~Reset~~and ~~Non-Cumulative~~the ~~Perpetual~~related ~~Preferred~~presentation ~~Stock,~~are ~~Series F,~~attached nohereto ~~par~~as ~~value~~Exhibit ~~(the~~99.1 ~~“Series F Preferred~~and ~~Stock”),~~Exhibit 1799.2,~~000~~ ~~shares~~respectively. ofCertain ~~which~~supplemental ~~were~~information ~~issued~~relating ~~and~~to ~~sold~~non-GAAP infinancial ~~the~~measures ~~Company’s~~reported ~~previously disclosed~~in ~~public~~the ~~offering~~attached ofpress ~~depositary~~release ~~shares,~~and ~~each~~presentation ~~representing~~is aincluded ~~1/1,000th~~on ~~interest~~pages in33 athrough ~~share~~34 of ~~Series F~~Exhibit ~~Preferred~~99.1 ~~Stock,~~and ~~which was~~pages ~~completed~~30 onthrough ~~May 22,~~32 ~~2025~~of Exhibit 99.2.

~~Copies of the Modifications are attached hereto as Exhibit~~Item 39.101. ~~and~~Financial ~~Exhibit 3.2~~Statements and ~~are incorporated herein by reference.~~Exhibits

~~Item~~(d) ~~5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.~~Exhibits

The information under Item 3.03 is incorporated herein by reference.


Exhibit
99.1			Second Quarter 2025 Earnings Release dated July 21, 2025
99.2			Second Quarter 2025 Earnings Release Presentation dated July 21, 2025

~~Item 9.01. Financial Statements and Exhibits.~~2

~~(d) Exhibits.~~Signature

Exhibit No.		Description
3.1		Statement of Resolution of the Board of Directors of Wintrust Financial Corporation Regarding the Series D Preferred Stock.
3.2		Statement of Resolution of the Board of Directors of Wintrust Financial Corporation Regarding the Series E Preferred Stock.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

~~Signature~~WINTRUST FINANCIAL CORPORATION(Registrant) By: /s/ David L. Stoehr David L. StoehrExecutive Vice President and Chief Financial Officer

~~Pursuant~~Date: ~~to the requirements of the Securities Exchange Act of 1934~~July 21, ~~the~~ ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2025

~~WINTRUST FINANCIAL CORPORATION By: /s/ Kathleen M. Boege Kathleen M. Boege Executive Vice President, Chief Legal Officer and Corporate Secretary~~3

~~Date:~~INDEX ~~July 16,~~TO ~~2025~~EXHIBITS



Exhibit
99.1			Second Quarter 2025 Earnings Release dated July 21, 2025
99.2			Second Quarter 2025 Earnings Release Presentation dated July 21, 2025

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