UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2025
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Illinois | 001-35077 | 36-3873352 |
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 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 | Trading Symbol(s) | 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 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value |
WTFCP | 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 8.01. Other Events.
On June 13, 2025, Wintrust Financial Corporation (the “Company”) announced and provided notice to holders of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”), 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”), and related depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Series E Preferred Stock, that on July 15, 2025, the Company will redeem (i) all of the 5,000,000 issued and outstanding shares of Series D Preferred Stock for a redemption price of $25.00 per share; and (ii) all of the 11,500 issued and outstanding shares of Series E Preferred Stock and all of the related 11,500,000 issued and outstanding Depositary Shares for a redemption price of $25,000 per share of Series E Preferred Stock (or $25.00 per Depositary Share). These redemptions will be funded with a portion of the net proceeds from the Company's previously disclosed public offering of depositary shares, each representing a 1/1,000th interest in a share of its 7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, which was completed on May 22, 2025.
The regular quarterly dividends on the Series D Preferred Stock and the Series E Preferred Stock represented by the Depositary Shares will be paid separately on July 15, 2025 to holders of record on July 1, 2025.
A press release announcing the Company’s intent to redeem the Series D Preferred Stock, Series E Preferred Stock and related Depositary Shares is attached to this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of Wintrust Financial Corporation, dated June 13, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signature
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.
| WINTRUST FINANCIAL CORPORATION | ||
| By: | /s/ Kathleen M. Boege | |
| Kathleen M. Boege | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||
Date: June 13, 2025
Exhibit 99.1
FOR IMMEDIATE RELEASE
June 13, 2025
FOR
MORE INFORMATION CONTACT:
Timothy S. Crane, President & Chief Executive Officer
David A. Dykstra, Vice Chairman & Chief Operating Officer
(847) 939-9000
WINTRUST FINANCIAL CORPORATION ANNOUNCES REDEMPTION OF ALL OUTSTANDING SERIES D AND SERIES E PREFERRED STOCK AND RELATED DEPOSITARY SHARES
ROSEMONT, IL ⸺ Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today announced that on July 15, 2025 it will redeem (i) all of the 5,000,000 issued and outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”) (Nasdaq: WTFCM), for a redemption price of $25.00 per share, and (ii) all of the 11,500 issued and outstanding shares of its 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”), and all of the related 11,500,000 issued and outstanding depositary shares (the “Depositary Shares”) (Nasdaq: WTFCP), each representing a 1/1,000th interest in a share of Series E Preferred Stock, for a redemption price of $25,000 per share of Series E Preferred Stock (or $25.00 per Depositary Share). The redemptions will be funded with a portion of the net proceeds from Wintrust’s previously disclosed public offering of depositary shares, each representing a 1/1,000th interest in a share of its 7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, which was completed on May 22, 2025.
The Series D Preferred Stock and Series E Preferred Stock (and related Depositary Shares) will be redeemed on the upcoming dividend payment date of July 15, 2025 (the “Redemption Date”). On and after the Redemption Date, no shares of Series D Preferred Stock, Series E Preferred Stock or Depositary Shares will remain outstanding, and trading of the Series D Preferred Stock and Depositary Shares on the NASDAQ Stock Market will also cease.
The regular quarterly dividends on the Series D Preferred Stock and the Series E Preferred Stock represented by the Depositary Shares will be paid separately on the Redemption Date to holders of record on July 1, 2025 for such dividend payment in the customary manner. Accordingly, the redemption price will not include any accrued and unpaid dividends. On and after the Redemption Date, all dividends on the Series D Preferred Stock and Series E Preferred Stock (and related Depositary Shares) will cease to accrue.
The Series D Preferred Stock and the Depositary Shares are held only in book-entry form through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the applicable procedures of DTC. Payment to DTC for the Series D Preferred Stock will be made by Equiniti Trust Company, LLC, as redemption agent for the Series D Preferred Stock (the “Redemption Agent”). The address for the Redemption Agent is as follows:
Equiniti Trust Company, LLC
New York, NY 10005
28 Liberty Street, 53rd Floor Payment to DTC for the Depositary Shares will be made by U.S. Bank Trust Company, National Association, as depositary (the “Depositary”), in accordance with the deposit agreement governing the Depositary Shares. The address for the Depositary is as follows:
U.S. Bank Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107
Investors in the Series D Preferred Stock and the Depositary Shares should contact the bank or broker through which they hold a beneficial interest in the Series D Preferred Stock or Depositary Shares, as applicable, for information about obtaining the redemption price payment for the shares of Series D Preferred Stock or Depositary Shares, as applicable, in which they have a beneficial interest.
About Wintrust
Wintrust is a financial holding company whose common stock is traded on the NASDAQ Global Select Market. Guided by its “Different Approach, Better Results” philosophy, Wintrust offers the sophisticated resources of a large bank while providing a community banking experience to each customer. Wintrust operates more than 200 retail banking locations through 16 community bank subsidiaries in the greater Chicago, southern Wisconsin, west Michigan, northwest Indiana, and southwest Florida market areas. In addition, Wintrust operates various non-bank business units, providing residential mortgage origination, wealth management, commercial and life insurance premium financing, short-term accounts receivable financing/outsourced administrative services to the temporary staffing services industry, and qualified intermediary services for tax-deferred exchanges.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on management’s current expectations and beliefs and certain assumptions made by our management. Investors are cautioned that such statements are predictions and actual events or results may differ materially. Wintrust’s expected financial results or other plans, including Wintrust’s intention to redeem the outstanding shares of the Series D Preferred Stock, the Series E Preferred Stock and the Depositary Shares, are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, any of which could cause actual results to differ from those contained in the forward-looking statements, see Wintrust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and any of Wintrust’s subsequent SEC filings. Forward-looking statements speak only as of the date made and, except as required by law, Wintrust undertakes no duty to update the information.