wtfc-20250630

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35077

_____________________________________

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Illinois			36-3873352
(State of incorporation or organization)			(I.R.S. Employer Identification No.)

9700 W. Higgins Road, Suite 800

Rosemont, Illinois 60018

(Address of principal executive offices)

(847) 939-9000

(Registrant’s telephone number, including area code)


Common Stock, no par value	Ticker Symbol	Name of Each Exchange on Which Registered
	WTFC	The Nasdaq Global Select Market



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

____________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock — no par value, 66,952,288 shares, as of July 31, 2025

Table of Contents

TABLE OF CONTENTS


		Page
	PART I. — FINANCIAL INFORMATION
ITEM 1.	Financial Statements	1
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	78
ITEM 4.	Controls and Procedures	79
	PART II. — OTHER INFORMATION
ITEM 1.	Legal Proceedings	80
ITEM 1A.	Risk Factors	80
ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	80
ITEM 3.	Defaults Upon Senior Securities	NA
ITEM 4.	Mine Safety Disclosures	NA
ITEM 5.	Other Information	81
ITEM 6.	Exhibits	81
	Signatures	82

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS


WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION
	(Unaudited)				(Unaudited)
(Dollars in thousands, except per share data)	June 30, 2025		December 31, 2024		June 30, 2024
Assets
Cash and due from banks	$	695,501	$	452,017	$	415,462
Federal funds sold and securities purchased under resale agreements	63		6,519		62
Interest-bearing deposits with banks	4,569,618		4,409,753		2,824,314
Available-for-sale securities, at fair value	4,885,715		4,141,482		4,329,957
Held-to-maturity securities, at amortized cost, net of allowance for credit losses of $398, $457 and $491 at June 30, 2025, December 31, 2024 and June 30, 2024, respectively ($2.9 billion, $2.9 billion and $3.1 billion fair value at June 30, 2025, December 31, 2024 and June 30, 2024, respectively)	3,502,186		3,613,263		3,755,924
Trading account securities	—		4,072		4,134
Equity securities with readily determinable fair value	273,722		215,412		112,173
Federal Home Loan Bank and Federal Reserve Bank stock	282,087		281,407		256,495
Brokerage customer receivables	—		18,102		13,682
Mortgage loans held-for-sale, at fair value	299,606		331,261		411,851




Loans, net of unearned income	51,041,679		48,055,037		44,675,531
Allowance for loan losses	(391,654)		(364,017)		(363,719)


Net loans	50,650,025		47,691,020		44,311,812
Premises, software and equipment, net	776,324		779,130		722,295
Lease investments, net	289,768		278,264		275,459


Accrued interest receivable and other assets	1,610,025		1,739,334		1,671,334
Receivable on unsettled securities sales	240,039		—		—

Goodwill	798,144		796,942		655,955
Other acquisition-related intangible assets	110,495		121,690		20,607
Total assets	$	68,983,318	$	64,879,668	$	59,781,516

Liabilities and Shareholders’ Equity
Deposits:
Non-interest-bearing	$	10,877,166	$	11,410,018	$	10,031,440
Interest-bearing	44,939,645		41,102,331		38,017,586
Total deposits	55,816,811		52,512,349		48,049,026


Federal Home Loan Bank advances	3,151,309		3,151,309		3,176,309

Other borrowings	625,392		534,803		606,579

Subordinated notes	298,458		298,283		298,113
Junior subordinated debentures	253,566		253,566		253,566
Payable on unsettled securities sales	39,105		—		—
Accrued interest payable and other liabilities	1,572,981		1,785,061		1,861,295



Total liabilities	61,757,622		58,535,371		54,244,888
Shareholders’ Equity:
Preferred stock, no par value; 20,000,000 shares authorized:


Series D - $25 liquidation value; 5,000,000 shares issued and outstanding at June 30, 2025, December 31, 2024 and June 30, 2024	125,000		125,000		125,000
Series E - $25,000 liquidation value; 11,500 shares issued and outstanding at June 30, 2025, December 31, 2024 and June 30, 2024	287,500		287,500		287,500
Series F - $25,000 liquidation value; 17,000 shares issued and outstanding at June 30, 2025 and no shares issued and outstanding at December 31, 2024 and June 30, 2024	425,000		—		—
Common stock, no par value; $1.00 stated value; 100,000,000 shares authorized at June 30, 2025, December 31, 2024 and June 30, 2024; 67,025,001 shares issued at June 30, 2025, 66,560,182 shares issued at December 31, 2024 and 61,824,947 shares issued at June 30, 2024	67,025		66,560		61,825
Surplus	2,495,637		2,482,561		1,964,645
Treasury stock, at cost, 87,269 shares at June 30, 2025, 64,955 shares at December 31, 2024, and 64,808 shares at June 30, 2024	(9,156)		(6,153)		(5,760)
Retained earnings	4,200,923		3,897,164		3,615,616
Accumulated other comprehensive loss	(366,233)		(508,335)		(512,198)
Total shareholders’ equity	7,225,696		6,344,297		5,536,628
Total liabilities and shareholders’ equity	$	68,983,318	$	64,879,668	$	59,781,516

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	Three Months Ended				Six Months Ended
(Dollars in thousands, except per share data)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Interest income
Interest and fees on loans	$	797,997	$	749,812	$	1,566,359	$	1,460,153
Mortgage loans held-for-sale	4,872		5,434		9,118		9,580
Interest-bearing deposits with banks	34,317		19,731		71,083		36,389
Federal funds sold and securities purchased under resale agreements	276		17		455		36
Investment securities	78,053		69,779		150,069		139,457
Trading account securities	—		13		11		31
Federal Home Loan Bank and Federal Reserve Bank stock	5,393		4,974		10,700		9,452
Brokerage customer receivables	—		219		78		394
Total interest income	920,908		849,979		1,807,873		1,655,492
Interest expense
Interest on deposits	333,470		335,703		653,703		635,235
Interest on Federal Home Loan Bank advances	25,724		24,797		51,165		46,845
Interest on other borrowings	6,957		8,700		13,749		17,948
Interest on subordinated notes	3,735		5,185		7,449		10,672
Interest on junior subordinated debentures	4,328		4,984		8,639		9,988
Total interest expense	374,214		379,369		734,705		720,688
Net interest income	546,694		470,610		1,073,168		934,804
Provision for credit losses	22,234		40,061		46,197		61,734
Net interest income after provision for credit losses	524,460		430,549		1,026,971		873,070
Non-interest income
Wealth management	36,821		35,413		70,863		70,228
Mortgage banking	23,170		29,124		43,699		56,787
Service charges on deposit accounts	19,502		15,546		38,864		30,357
Gains (losses) on investment securities, net	650		(4,282)		3,846		(2,956)
Fees from covered call options	5,624		2,056		9,070		6,903
Trading gains, net	151		70		87		747
Operating lease income, net	15,166		13,938		30,453		28,048
Other	23,005		29,282		43,841		71,613
Total non-interest income	124,089		121,147		240,723		261,727
Non-interest expense
Salaries and employee benefits	219,541		198,541		431,067		393,714
Software and equipment	36,522		29,231		71,239		56,962
Operating lease equipment	10,757		10,834		21,228		21,517
Occupancy, net	20,228		19,585		41,006		38,671
Data processing	12,110		9,503		23,384		18,795
Advertising and marketing	18,761		17,436		31,033		30,476
Professional fees	9,243		9,967		18,287		19,520
Amortization of other acquisition-related intangible assets	5,580		1,122		11,198		2,280
FDIC insurance	10,971		10,429		21,897		24,966
Other real estate owned expense, net	505		(259)		1,148		133
Other	37,243		33,964		76,064		66,464
Total non-interest expense	381,461		340,353		747,551		673,498
Income before taxes	267,088		211,343		520,143		461,299
Income tax expense	71,561		58,955		135,577		121,617
Net income	$	195,527	$	152,388	$	384,566	$	339,682
Preferred stock dividends	6,991		6,991		13,982		13,982
Net income applicable to common shares	$	188,536	$	145,397	$	370,584	$	325,700
Net income per common share—Basic	$	2.82	$	2.35	$	5.55	$	5.28
Net income per common share—Diluted	$	2.78	$	2.32	$	5.47	$	5.21
Cash dividends declared per common share	$	0.50	$	0.45	$	1.00	$	0.90
Weighted average common shares outstanding	66,931		61,839		66,829		61,660
Dilutive potential common shares	888		926		903		901
Average common shares and dilutive common shares	67,819		62,765		67,732		62,561

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended				Six Months Ended
(In thousands)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net income	$	195,527	$	152,388	$	384,566	$	339,682
Unrealized gains (losses) on available-for-sale securities
Before tax	5,365		(20,768)		80,191		(98,656)
Tax effect	(1,395)		5,493		(20,850)		26,094
Net of tax	3,970		(15,275)		59,341		(72,562)
Reclassification of net (losses) gains on available-for-sale securities included in net income
Before tax	(87)		1,204		(388)		1,178
Tax effect	23		(319)		101		(312)
Net of tax	(64)		885		(287)		866
Reclassification of amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale
Before tax	10		14		21		64
Tax effect	(2)		(4)		(5)		(17)
Net of tax	8		10		16		47
Net unrealized gains (losses) on available-for-sale securities	4,026		(16,170)		59,612		(73,475)
Unrealized gains (losses) on derivative instruments
Before tax	29,964		(10,843)		88,037		(92,934)
Tax effect	(7,791)		2,868		(22,890)		24,581
Net unrealized gains (losses) on derivative instruments	22,173		(7,975)		65,147		(68,353)
Foreign currency adjustment
Before tax	21,398		(3,558)		21,120		(11,207)
Tax effect	(3,815)		653		(3,777)		2,068
Net foreign currency adjustment	17,583		(2,905)		17,343		(9,139)
Total other comprehensive income (loss)	43,782		(27,050)		142,102		(150,967)
Comprehensive income	$	239,309	$	125,338	$	526,668	$	188,715

See accompanying notes to unaudited consolidated financial statements.

Table of Contents


WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except per share data)	Preferred stock		Common stock		Surplus		Treasury stock		Retained earnings		Accumulated other comprehensive loss		Total shareholders’ equity
Balance at March 31, 2024	$	412,500	$	61,798	$	1,954,532	$	(5,757)	$	3,498,475	$	(485,148)	$	5,436,400

Net income	—		—		—		—		152,388		—		152,388
Other comprehensive loss, net of tax	—		—		—		—		—		(27,050)		(27,050)
Cash dividends declared on common stock, $0.45 per share	—		—		—		—		(28,256)		—		(28,256)
Dividends on Series D preferred stock, $0.41 per share and Series E preferred stock, $429.69 per share	—		—		—		—		(6,991)		—		(6,991)

Stock-based compensation	—		—		8,950		—		—		—		8,950

Common stock issued for:


Restricted stock awards	—		18		(50)		(3)		—		—		(35)
Employee stock purchase plan	—		9		893		—		—		—		902
Director compensation plan	—		—		320		—		—		—		320
Balance at June 30, 2024	$	412,500	$	61,825	$	1,964,645	$	(5,760)	$	3,615,616	$	(512,198)	$	5,536,628

Balance at January 1, 2024	$	412,500	$	61,269	$	1,943,806	$	(2,217)	$	3,345,399	$	(361,231)	$	5,399,526

Net income	—		—		—		—		339,682		—		339,682
Other comprehensive loss, net of tax	—		—		—		—		—		(150,967)		(150,967)
Cash dividends declared on common stock, $0.90 per share	—		—		—		—		(55,483)		—		(55,483)
Dividends on Series D preferred stock, $0.82 per share and Series E preferred stock, $859.38 per share	—		—		—		—		(13,982)		—		(13,982)

Stock-based compensation	—		—		18,107		—		—		—		18,107

Common stock issued for:

Exercise of stock options	—		1		24		—		—		—		25
Restricted stock awards	—		523		(519)		(3,543)		—		—		(3,539)
Employee stock purchase plan	—		17		1,626		—		—		—		1,643
Director compensation plan	—		15		1,601		—		—		—		1,616
Balance at June 30, 2024	$	412,500	$	61,825	$	1,964,645	$	(5,760)	$	3,615,616	$	(512,198)	$	5,536,628

Balance at March 31, 2025	$	412,500	$	67,007	$	2,494,347	$	(9,156)	$	4,045,854	$	(410,015)	$	6,600,537

Net income	—		—		—		—		195,527		—		195,527
Other comprehensive income, net of tax	—		—		—		—		—		43,782		43,782
Cash dividends declared on common stock, $0.50 per share	—		—		—		—		(33,467)		—		(33,467)
Dividends on Series D preferred stock, $0.41 per share and Series E preferred stock, $429.69 per share	—		—		—		—		(6,991)		—		(6,991)

Stock-based compensation	—		—		10,164		—		—		—		10,164
Issuance of Series F Preferred Stock	425,000		—		(10,788)		—		—		—		414,212
Common stock issued for:

Exercise of stock options	—		—		1		—		—		—		1
Restricted stock awards	—		8		(8)		—		—		—		—
Employee stock purchase plan	—		9		981		—		—		—		990
Director compensation plan	—		1		940		—		—		—		941
Balance at June 30, 2025	$	837,500	$	67,025	$	2,495,637	$	(9,156)	$	4,200,923	$	(366,233)	$	7,225,696

Balance at January 1, 2025	$	412,500	$	66,560	$	2,482,561	$	(6,153)	$	3,897,164	$	(508,335)	$	6,344,297

Net income	—		—		—		—		384,566		—		384,566
Other comprehensive income, net of tax	—		—		—		—		—		142,102		142,102
Cash dividends declared on common stock, $1.00 per share	—		—		—		—		(66,825)		—		(66,825)
Dividends on Series D preferred stock, $0.82 per share and Series E preferred stock, $859.38 per share	—		—		—		—		(13,982)		—		(13,982)

Stock-based compensation	—		—		20,575		—		—		—		20,575
Issuance of Series F Preferred Stock	425,000		—		(10,788)		—		—		—		414,212
Common stock issued for:

Exercise of stock options	—		5		215		—		—		—		220
Restricted stock awards	—		425		(425)		(3,003)		—		—		(3,003)
Employee stock purchase plan	—		16		1,749		—		—		—		1,765
Director compensation plan	—		19		1,750		—		—		—		1,769
Balance at June 30, 2025	$	837,500	$	67,025	$	2,495,637	$	(9,156)	$	4,200,923	$	(366,233)	$	7,225,696

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Six Months Ended
(In thousands)	June 30, 2025		June 30, 2024
Operating Activities:
Net income	$	384,566	$	339,682
Adjustments to reconcile net income to net cash provided by operating activities
Provision for credit losses	46,197		61,734
Depreciation, amortization and accretion, net	60,352		45,142
Stock-based compensation expense	20,575		18,107

Accretion of discount/premium on securities, net	(1,787)		(347)
Accretion of discount and deferred fees on loans, net	(10,341)		(7,127)
Mortgage servicing rights fair value changes	21,732		1,448
Non-designated derivatives fair value changes, net	75,299		(9,566)
Originations and purchases of mortgage loans held-for-sale	(1,141,999)		(1,197,799)
Early buy-out exercises of mortgage loans held-for-sale guaranteed by U.S. government agencies, net of subsequent paydowns or payoffs	7,244		(3,896)
Proceeds from sales of mortgage loans held-for-sale	1,149,356		1,083,551

Bank owned life insurance (“BOLI”) gains	(3,053)		(3,002)
Decrease in trading securities, net	4,072		573
Decrease (increase) in brokerage customer receivables, net	18,102		(3,090)
Gains on mortgage loans sold	(28,461)		(25,640)
Gains on premium financing receivables sold	—		(4,575)
(Gains) losses on investment securities, net, and dividend reinvestment on equity securities	(3,846)		2,956

Losses (gains) on sales of premises and equipment, net	409		(112)
Losses (gains) on sales and fair value adjustments of other real estate owned, net	816		(316)
Decrease (increase) in accrued interest receivable and other assets, net	90,322		(88,565)
(Decrease) increase in accrued interest payable and other liabilities, net	(240,645)		83,207
Net Cash Provided by Operating Activities	448,910		292,365
Investing Activities:
Proceeds from calls and sales of available-for-sale securities	465,078		690,866
Proceeds from payments and maturities of available-for-sale securities	259,210		193,605
Proceeds from payments, maturities and calls of held-to-maturity securities	110,752		100,276


Proceeds from sales of equity securities with readily determinable fair value	5,000		51,792
Proceeds from sales and capital distributions of equity securities without readily determinable fair value	—		2,226
Purchases of available-for-sale securities	(1,587,099)		(1,118,596)

Purchases of equity securities with readily determinable fair value	(56,019)		(24,000)
Purchases of equity securities without readily determinable fair value	(1,053)		(5,972)
Purchases of Federal Home Loan Bank and Federal Reserve Bank stock, net	(680)		(51,492)
Distributions from investments in partnerships, net	1,161		2,239

Proceeds from sales of premium financing receivables, net	—		627,450
Proceeds from sales of other real estate owned	—		1,752

Increase in interest-bearing deposits with banks, net	(150,218)		(743,606)
Increase in loans, net	(2,957,473)		(3,241,661)
Redemption of BOLI	—		306
Purchases of premises and equipment, net	(9,710)		(49,759)
Net Cash Used for Investing Activities	(3,921,051)		(3,564,574)
Financing Activities:
Increase in deposit accounts, net	3,304,462		2,651,854
Increase (decrease) in other borrowings, net	70,551		(28,103)
Increase in Federal Home Loan Bank advances, net	—		850,238

Proceeds from the issuance of preferred stock, net	414,212		—



Repayment of subordinated notes	—		(140,000)
Issuance of common shares resulting from the exercise of stock options, employee stock purchase plan and director compensation plan	3,754		3,284

Common stock repurchases for tax withholdings related to stock-based compensation	(3,003)		(3,539)
Dividends paid	(80,807)		(69,465)
Net Cash Provided by Financing Activities	3,709,169		3,264,269
Net Increase (Decrease) in Cash and Cash Equivalents	237,028		(7,940)
Cash and Cash Equivalents at Beginning of Period	458,536		423,464
Cash and Cash Equivalents at End of Period	$	695,564	$	415,524

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The interim consolidated financial statements of Wintrust Financial Corporation and its subsidiaries (collectively, “Wintrust” or the “Company”) presented herein are unaudited, but in the opinion of management, reflect all necessary adjustments of a normal or recurring nature for a fair presentation of results as of the dates and for the periods covered by the interim consolidated financial statements.

The accompanying interim consolidated financial statements are unaudited and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations or cash flows in accordance with U.S. generally accepted accounting principles (“GAAP”). The interim unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). Operating results reported for the period are not necessarily indicative of the results which may be expected for the entire year. Reclassifications of certain prior period amounts have been made to conform to the current period presentation.

The preparation of the financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities. Management believes that the estimates made are reasonable; however, changes in estimates may be required if economic or other conditions develop differently from management’s expectations. Certain policies and accounting principles inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on the financial statements. Management currently views the determination of the allowance for credit losses, including the allowance for loan losses, the allowance for unfunded commitment losses and the allowance for held-to-maturity securities losses, estimations of fair value, the valuations required for impairment testing of goodwill, the valuation and accounting for derivative instruments and income taxes as the accounting areas that require the most subjective and complex judgments, and as such could be the most subject to revision as new information becomes available. Descriptions of the Company’s significant accounting policies are included in Note (1) “Summary of Significant Accounting Policies” of the 2024 Form 10-K. In preparation of these financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all shareholders and other financial statement users or filed with the SEC.

(2) Recent Accounting Developments

Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to enhance the transparency and decision usefulness of income tax disclosures. This ASU requires annually that all entities disclose increasingly disaggregated information on amount of income taxes paid. Further, this ASU requires annually that all public entities must disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a specific quantitative threshold. This guidance is effective for fiscal years beginning after December 15, 2024, and is to be applied either on a prospective basis or retrospective basis. Early adoption is permitted. The Company expects adoption of this standard will expand income tax disclosures within the consolidated financial statements.

Compensation – Scope Application of Profits Interest and Similar Awards

In March 2024, the FASB issued ASU No. 2024-01, “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards” which clarifies the guidance by providing an illustrative example to demonstrate how an entity should apply the scope guidance in Topic 718 when determining whether profits interest and similar awards should be accounted for in accordance with Topic 718. For public business entities, this guidance is effective for fiscal years beginning after December 15, 2024, including interim periods therein, and is to be applied either on a prospective basis or retrospective basis. Early adoption is permitted. Adoption of this standard did not impact the Company’s consolidated financial statements.

Table of Contents

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public business entities to disclose additional information about specific expense categories including employee compensation, depreciation, intangible asset amortization, etc., as well as qualitative descriptions of certain expenses, in the notes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance is to be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU No. 2024-04, “Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This guidance is effective for fiscal years beginning after December 15, 2025, including interim periods therein, and is to be applied either on a prospective basis or retrospective basis. Early adoption is permitted. Adoption of this standard is expected to have no impact on the Company’s consolidated financial statements.

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

In May 2025, the FASB issued ASU No. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” which requires an entity involved in an acquisition transaction affected by primarily exchanging equity interests when the legal acquirer is a variable interest entity that meets the definition of a business, to consider specific factors when determining which entity is the accounting acquirer. This guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and is to be applied on a prospective basis to any acquisition transaction that occurs after the initial application date. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

(3) Business Combinations

On August 1, 2024, the Company completed its previously announced acquisition of Macatawa Bank Corporation (“Macatawa”), the parent company of Macatawa Bank. Pursuant to the terms of the merger, each common share of Macatawa outstanding at the time of merger was converted into the right to receive 0.137 shares of Wintrust common stock, with cash paid in lieu of fractional shares. As a result, the Company issued approximately 4.7 million shares of common stock, the fair value of consideration paid was $499.3 million. Macatawa operates 26 full-service branches located throughout communities in Kent, Ottawa and northern Allegan counties in the state of Michigan. Macatawa offers a full range of banking, retail and commercial lending, wealth management and ecommerce services to individuals, businesses and governmental entities. As of August 1, 2024, Macatawa had fair values of approximately $2.9 billion in assets, $2.3 billion in deposits and $1.3 billion in loans. In conjunction with the acquisition, the Company recorded $53.7 million discount on acquired loans, $33.5 million discount on securities and recorded total intangibles of $253.0 million. The purchase accounting is finalized and is no longer subject to change.

(4) Cash and Cash Equivalents

For purposes of the Consolidated Statements of Cash Flows, the Company considers cash and cash equivalents to include cash on hand, cash items in the process of collection, non-interest bearing amounts due from correspondent banks, federal funds sold and securities purchased under resale agreements with original maturities of three months or less. These items are included within the Company’s Consolidated Statements of Condition as cash and due from banks, and federal funds sold and securities purchased under resale agreements.

Table of Contents

(5) Investment Securities

The following tables are a summary of the investment securities portfolios as of the dates shown:


	June 30, 2025
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities
U.S. Treasury	$	12,979	$	39	$	—	$	13,018
U.S. government agencies	50,000		—		(4,176)		45,824
Municipal	182,761		1,120		(3,237)		180,644
Corporate notes:
Financial issuers	82,000		—		(3,199)		78,801
Other	1,000		—		(2)		998
Mortgage-backed: (1)
Residential mortgage-backed securities	4,618,492		3,960		(478,768)		4,143,684
Commercial (multi-family) mortgage-backed securities	130,464		115		(3,634)		126,945
Collateralized mortgage obligations	311,497		1,863		(17,559)		295,801
Total available-for-sale securities	$	5,389,193	$	7,097	$	(510,575)	$	4,885,715
Held-to-maturity securities
U.S. government agencies	$	313,540	$	—	$	(64,071)	$	249,469
Municipal	156,753		296		(4,030)		153,019
Mortgage-backed: (1)
Residential mortgage-backed securities	2,775,981		1,637		(548,063)		2,229,555
Commercial (multi-family) mortgage-backed securities	6,333		51		(113)		6,271
Collateralized mortgage obligations	196,446		982		(18,933)		178,495
Corporate notes	53,531		75		(1,000)		52,606
Total held-to-maturity securities	$	3,502,584	$	3,041	$	(636,210)	$	2,869,415
Less: Allowance for credit losses	(398)
Held-to-maturity securities, net of allowance for credit losses	$	3,502,186
Equity securities with readily determinable fair value	$	273,789	$	7,047	$	(7,114)	$	273,722

(1)None of our mortgage-backed securities are subprime.

Table of Contents


	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(In thousands)
Available-for-sale securities
U.S. Treasury	$	37,858	$	49	$	—	$	37,907
U.S. government agencies	50,000		—		(5,055)		44,945
Municipal	188,405		528		(4,340)		184,593
Corporate notes:
Financial issuers	83,997		—		(3,828)		80,169
Other	1,000		—		(7)		993
Mortgage-backed: (1)
Residential Mortgage-backed securities	4,106,641		284		(553,287)		3,553,638
Commercial (multi-family) mortgage-backed securities	19,064		23		(755)		18,332
Collateralized mortgage obligations	238,574		1,187		(18,856)		220,905
Total available-for-sale securities	$	4,725,539	$	2,071	$	(586,128)	$	4,141,482
Held-to-maturity securities
U.S. government agencies	$	313,539	$	—	$	(69,127)	$	244,412
Municipal	161,016		243		(5,290)		155,969
Mortgage-backed: (1)
Residential Mortgage-backed securities	2,864,927		—		(605,014)		2,259,913
Commercial (multi-family) mortgage-backed securities	6,364		—		(252)		6,112
Collateralized mortgage obligations	211,023		815		(22,683)		189,155
Corporate notes	56,851		8		(1,870)		54,989
Total held-to-maturity securities	$	3,613,720	$	1,066	$	(704,236)	$	2,910,550
Less: Allowance for credit losses	(457)
Held-to-maturity securities, net of allowance for credit losses	$	3,613,263
Equity securities with readily determinable fair value	$	220,758	$	2,905	$	(8,251)	$	215,412

(1)None of our mortgage-backed securities are subprime.

Table of Contents


	June 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(In thousands)
Available-for-sale securities
U.S. Treasury	$	102,721	$	5	$	(14)	$	102,712
U.S. government agencies	50,000		—		(4,808)		45,192
Municipal	151,347		390		(5,129)		146,608
Corporate notes:
Financial issuers	83,996		—		(7,011)		76,985
Other	1,000		—		(10)		990
Mortgage-backed: (1)
Mortgage-backed securities	4,320,215		361		(541,742)		3,778,834
Commercial (multi-family) mortgage-backed securities	18,096		8		(626)		17,478
Collateralized mortgage obligations	179,315		629		(18,786)		161,158
Total available-for-sale securities	$	4,906,690	$	1,393	$	(578,126)	$	4,329,957
Held-to-maturity securities
U.S. government agencies	$	336,458	$	—	$	(70,928)	$	265,530
Municipal	166,400		155		(6,789)		159,766
Mortgage-backed: (1)
Residential mortgage-backed securities	2,962,721		—		(591,601)		2,371,120
Commercial (multi-family) mortgage-backed securities	6,390		—		(300)		6,090
Collateralized mortgage obligations	227,247		362		(23,636)		203,973
Corporate notes	57,199		—		(3,211)		53,988
Total held-to-maturity securities	$	3,756,415	$	517	$	(696,465)	$	3,060,467
Less: Allowance for credit losses	(491)
Held-to-maturity securities, net of allowance for credit losses	$	3,755,924
Equity securities with readily determinable fair value	$	117,674	$	2,882	$	(8,383)	$	112,173

(1)None of our mortgage-backed securities are subprime.

Equity securities without readily determinable fair values totaled $66.7 million as of June 30, 2025. Equity securities without readily determinable fair values are included as part of accrued interest receivable and other assets in the Company’s Consolidated Statements of Condition. The Company monitors its equity investments without readily determinable fair values to identify potential transactions that may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount. During the three months ended June 30, 2025, the Company recorded no adjustment related to such observable price changes. During the six months ended June 30, 2025, the Company recorded no upward adjustment and a downward adjustment of $20,000 related to such observable price changes. During the three and six months ended June 30, 2024, the Company recorded no upward or downward adjustments related to such observable price changes. The Company conducts a quarterly assessment of its equity securities without readily determinable fair values to determine whether impairment exists in such securities, considering, among other factors, the nature of the securities, financial condition of the issuer and expected future cash flows. During the three and six months ended June 30, 2025, the Company recorded $1.1 million impairment of equity securities without readily determinable fair values. During the three and six months ended June 30, 2024, the Company recorded $3.7 million impairment of equity securities without readily determinable fair values.

Table of Contents

The following table presents the portion of the Company’s available-for-sale investment securities portfolios that have gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position at June 30, 2025:


	Continuous unrealized losses existing for less than 12 months				Continuous unrealized losses existing for greater than 12 months				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available-for-sale securities
U.S. Treasury	$	—	$	—	$	—	$	—	$	—	$	—
U.S. government agencies	—		—		45,824		(4,176)		45,824		(4,176)
Municipal	46,160		(720)		50,763		(2,517)		96,923		(3,237)
Corporate notes:
Financial issuers	—		—		78,801		(3,199)		78,801		(3,199)
Other	—		—		998		(2)		998		(2)
Mortgage-backed: (1)
Residential mortgage-backed securities	1,037,618		(12,905)		2,177,836		(465,863)		3,215,454		(478,768)
Commercial (multi-family) mortgage-backed securities	92,662		(3,238)		6,107		(396)		98,769		(3,634)
Collateralized mortgage obligations	—		—		64,098		(17,559)		64,098		(17,559)
Total available-for-sale securities	$	1,176,440	$	(16,863)	$	2,424,427	$	(493,712)	$	3,600,867	$	(510,575)

(1)None of our mortgage-backed securities are subprime.

The Company conducts a regular assessment of its investment securities to determine whether securities are experiencing credit losses. Factors for consideration include the nature of the securities, credit ratings or financial condition of the issuer, the extent of the unrealized loss, expected cash flows, market conditions and the Company’s ability to hold the securities through the anticipated recovery period.

The Company does not consider available-for-sale securities with unrealized losses at June 30, 2025 to be experiencing credit losses and recognized no resulting allowance for credit losses for such individually assessed credit losses. The Company does not intend to sell these investments and it is more likely than not that the Company will not be required to sell these investments before recovery of the amortized cost bases, which may be the maturity dates of the securities. The unrealized losses within each category have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase. Available-for-sale securities with continuous unrealized losses existing for more than twelve months at June 30, 2025 were primarily mortgage-backed securities with unrealized losses due to increased market rates during such period.

See Note (7) “Allowance for Credit Losses” in Item 1 of this report for further discussion regarding any credit losses associated with held-to-maturity securities at June 30, 2025.

Table of Contents

The following table provides information as to the amount of gross gains and losses, adjustments and impairment on investment securities recognized in earnings and proceeds received through the sale or call of investment securities:


	Three months ended June 30,				Six months ended June 30,
(In thousands)	2025		2024		2025		2024
Realized gains on investment securities	$	94	$	1,325	$	283	$	2,360
Realized losses on investment securities	(263)		(21)		(624)		(129)
Net realized (losses) gains on investment securities	(169)		1,304		(341)		2,231
Unrealized gains on equity securities with readily determinable fair value	1,892		74		5,337		1,108
Unrealized losses on equity securities with readily determinable fair value	—		(1,931)		(57)		(2,564)
Net unrealized gains on equity securities with readily determinable fair value	1,892		(1,857)		5,280		(1,456)

Downward adjustments of equity securities without readily determinable fair values	—		—		(20)		—
Impairment of equity securities without readily determinable fair values	(1,073)		(3,729)		(1,073)		(3,731)
Adjustment and impairment, net, of equity securities without readily determinable fair values	(1,073)		(3,729)		(1,093)		(3,731)
Gains (losses) on investment securities, net	$	650	$	(4,282)	$	3,846	$	(2,956)

The amortized cost and fair value of available-for-sale and held-to-maturity investment securities as of June 30, 2025, December 31, 2024 and June 30, 2024, by contractual maturity, are shown in the following table. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties:


	June 30, 2025				December 31, 2024				June 30, 2024
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available-for-sale securities
Due in one year or less	$	62,253	$	62,243	$	89,578	$	89,392	$	145,856	$	145,599
Due in one to five years	151,056		148,424		157,883		153,325		139,409		131,506
Due in five to ten years	88,408		84,792		89,125		84,240		84,756		79,216
Due after ten years	27,023		23,826		24,674		21,650		19,043		16,166
Mortgage-backed	5,060,453		4,566,430		4,364,279		3,792,875		4,517,626		3,957,470
Total available-for-sale securities	$	5,389,193	$	4,885,715	$	4,725,539	$	4,141,482	$	4,906,690	$	4,329,957
Held-to-maturity securities
Due in one year or less	$	30,097	$	29,819	$	18,929	$	18,658	$	8,356	$	8,213
Due in one to five years	99,929		98,644		110,897		108,056		114,457		109,845
Due in five to ten years	91,099		86,363		71,846		70,277		85,507		82,499
Due after ten years	302,699		240,268		329,734		258,379		351,737		278,727
Mortgage-backed	2,978,760		2,414,321		3,082,314		2,455,180		3,196,358		2,581,183
Total held-to-maturity securities	$	3,502,584	$	2,869,415	$	3,613,720	$	2,910,550	$	3,756,415	$	3,060,467
Less: Allowance for credit losses	(398)				(457)				(491)
Held-to-maturity securities, net of allowance for credit losses	$	3,502,186			$	3,613,263			$	3,755,924

Securities having a carrying value of $7.3 billion at June 30, 2025 as well as securities having a carrying value of $6.9 billion and $7.6 billion at December 31, 2024 and June 30, 2024, respectively, were pledged as collateral for public deposits, trust deposits, Federal Home Loan Bank (“FHLB”) advances, Federal Reserve Bank (“FRB”) discount window, securities sold under repurchase agreements and derivatives. At June 30, 2025, there were no securities of a single issuer, other than U.S. government-sponsored agency securities, which exceeded 10% of shareholders’ equity.

Table of Contents

(6) Loans

The following table shows the Company’s loan portfolio by category as of the dates shown:


	June 30,			December 31,			June 30,
(Dollars in thousands)	2025			2024			2024
Balance:
Commercial	$	16,387,431		$	15,574,551		$	14,154,462
Commercial real estate	13,292,010			12,903,944			11,947,197
Home equity	466,815			445,028			356,313
Residential real estate	3,948,782			3,612,765			3,067,335
Premium finance receivables—property & casualty	8,323,176			7,272,042			7,100,753
Premium finance receivables—life insurance	8,506,960			8,147,145			7,962,115
Consumer and other	116,505			99,562			87,356
Total loans, net of unearned income	$	51,041,679		$	48,055,037		$	44,675,531
Mix:
Commercial	32		%	32		%	31		%
Commercial real estate	26			27			27
Home equity	1			1			1
Residential real estate	8			8			7
Premium finance receivables—property & casualty	16			15			16
Premium finance receivables—life insurance	17			17			18
Consumer and other	0			0			0
Total loans, net of unearned income	100		%	100		%	100		%

The Company’s loan portfolio is generally comprised of loans to consumers and small to medium-sized businesses, which, for the commercial and commercial real estate portfolios, are located primarily within the geographic market areas that the banks serve. Various niche lending businesses, including franchise lending and insurance agency lending, operate on a national level. The premium finance receivables portfolios are made to customers throughout the United States and Canada. The Company strives to maintain a loan portfolio that is diverse in terms of loan type, industry, borrower, and geographic concentrations. Such diversification reduces the exposure to economic downturns that may occur in different segments of the economy or in different industries.

Certain premium finance receivables are recorded net of unearned income. The unearned income portions of such premium finance receivables were $284.0 million at June 30, 2025, $267.7 million at December 31, 2024 and $248.3 million at June 30, 2024.

Total loans, excluding purchased credit deteriorated (“PCD”) loans, include net deferred loan fees and costs and fair value purchase accounting adjustments totaling $67.6 million at June 30, 2025, $78.2 million at December 31, 2024 and $89.6 million at June 30, 2024.

It is the policy of the Company to review each prospective credit in order to determine the appropriateness and, when required, the adequacy of security or collateral necessary to obtain when making a loan. The type of collateral, when required, will vary from liquid assets to real estate. The Company seeks to ensure access to collateral, in the event of default, through adherence to state lending laws and the Company’s credit monitoring procedures.

(7) Allowance for Credit Losses

In accordance with Accounting Standards Codification (“ASC”) 326, the Company is required to measure the allowance for credit losses of financial assets with similar risk characteristics on a collective or pooled basis. In considering the segmentation of financial assets measured at amortized cost into pools, the Company considered various risk characteristics in its analysis. Generally, the segmentation utilized represents the level at which the Company develops and documents its systematic methodology to determine the allowance for credit losses for the financial assets held at amortized cost, specifically the Company's loan portfolio and debt securities classified as held-to-maturity. Descriptions of the Company’s loan portfolio segments and major debt security types are included in Note (5) “Allowance for Credit Losses” of the 2024 Form 10-K.

Table of Contents

In accordance with ASC 326, the Company elected to not measure an allowance for credit losses on accrued interest. As such accrued interest is written off in a timely manner when deemed uncollectible. Any such write-off of accrued interest will reverse previously recognized interest income. In addition, the Company elected to not include accrued interest within presentation and disclosures of the carrying amount of financial assets held at amortized cost. This election is applicable to the various disclosures included within the Company's financial statements. Accrued interest related to financial assets held at amortized cost is included within accrued interest receivable and other assets within the Company's Consolidated Statements of Condition and totaled $341.3 million at June 30, 2025, $332.8 million at December 31, 2024, and $297.2 million at June 30, 2024.

The tables below show the aging of the Company’s loan portfolio by the segmentation noted above at June 30, 2025, December 31, 2024 and June 30, 2024:


As of June 30, 2025			90+ days and still accruing		60-89 days past due		30-59 days past due
(In thousands)	Nonaccrual								Current		Total Loans
Loan Balances (includes PCD):






Commercial	$	80,877	$	—	$	34,855	$	45,103	$	16,226,596	$	16,387,431

Commercial real estate
Construction and development	3,200		—		3,271		1,721		2,520,925		2,529,117
Non-construction	29,628		—		7,986		49,452		10,675,827		10,762,893







Home equity	1,780		—		138		2,971		461,926		466,815

Residential real estate, excluding early buy-out loans	28,047		—		8,954		38		3,777,676		3,814,715



Premium finance receivables—property & casualty	30,404		14,350		25,641		29,460		8,223,321		8,323,176
Premium finance receivables—life insurance	—		327		11,202		34,403		8,461,028		8,506,960

Consumer and other	41		184		61		175		116,044		116,505
Total loans, net of unearned income, excluding early buy-out loans	$	173,977	$	14,861	$	92,108	$	163,323	$	50,463,343	$	50,907,612
Early buy-out loans guaranteed by U.S. government agencies (1)	—		50,639		—		—		83,428		134,067
Total loans, net of unearned income	$	173,977	$	65,500	$	92,108	$	163,323	$	50,546,771	$	51,041,679


As of December 31, 2024			90+ days and still accruing		60-89 days past due		30-59 days past due
(In thousands)	Nonaccrual								Current		Total Loans
Loan Balances (includes PCD):






Commercial	$	73,490	$	104	$	54,844	$	92,551	$	15,353,562	$	15,574,551

Commercial real estate
Construction and development	2,282		—		1,339		4,634		2,425,826		2,434,081
Non-construction	18,760		—		9,182		26,132		10,415,789		10,469,863







Home equity	1,117		—		1,233		2,148		440,530		445,028

Residential real estate, excluding early buy-out loans	23,762		—		5,708		18,917		3,407,622		3,456,009


Premium finance receivables—property & casualty	28,797		16,031		19,042		68,219		7,139,953		7,272,042
Premium finance receivables—life insurance	6,431		—		72,963		36,405		8,031,346		8,147,145

Consumer and other	2		47		59		882		98,572		99,562
Total loans, net of unearned income, excluding early buy-out loans	$	154,641	$	16,182	$	164,370	$	249,888	$	47,313,200	$	47,898,281
Early buy-out loans guaranteed by U.S. government agencies (1)	—		33,952		618		2,335		119,851		156,756
Total loans, net of unearned income	$	154,641	$	50,134	$	164,988	$	252,223	$	47,433,051	$	48,055,037

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

Table of Contents


As of June 30, 2024			90+ days and still accruing		60-89 days past due		30-59 days past due
(In thousands)	Nonaccrual								Current		Total Loans
Loan Balances (includes PCD):






Commercial	$	51,087	$	304	$	16,485	$	36,358	$	14,050,228	$	14,154,462

Commercial real estate
Construction and development	2,528		—		1,699		6,539		2,249,785		2,260,551
Non-construction	45,761		—		4,856		31,526		9,604,503		9,686,646







Home equity	1,100		—		275		1,229		353,709		356,313

Residential real estate, excluding early buy-out loans	18,198		—		1,977		130		2,912,852		2,933,157


Premium finance receivables—property & casualty	32,722		22,427		29,925		45,927		6,969,752		7,100,753
Premium finance receivables—life insurance	—		—		4,118		17,693		7,940,304		7,962,115

Consumer and other	3		121		81		366		86,785		87,356
Total loans, net of unearned income, excluding early buy-out loans	$	151,399	$	22,852	$	59,416	$	139,768	$	44,167,918	$	44,541,353
Early buy-out loans guaranteed by U.S. government agencies (1)	—		45,788		—		—		88,390		134,178
Total loans, net of unearned income	$	151,399	$	68,640	$	59,416	$	139,768	$	44,256,308	$	44,675,531

Credit Quality Indicators

Credit quality indicators, specifically the Company's internal risk rating systems, reflect how the Company monitors credit losses and represents factors used by the Company when measuring the allowance for credit losses. Descriptions of the Company’s credit quality indicators by financial asset are included in Note (5) “Allowance for Credit Losses” of the 2024 Form 10-K.

The table below shows the Company’s loan portfolio by credit quality indicator and year of origination at June 30, 2025:


	Year of Origination														Revolving		Total
(In thousands)	2025		2024		2023		2022		2021		Prior		Revolving		to Term		Loans
Loan Balances:
Commercial
Pass	$	1,861,744	$	2,991,867	$	1,892,313	$	1,365,222	$	976,723	$	1,209,968	$	5,460,274	$	22,740	$	15,780,851
Special mention	855		31,875		46,077		46,868		19,606		6,020		143,556		2,333		297,190
Substandard accrual	2,331		16,092		27,411		58,712		41,344		15,366		65,095		2,162		228,513
Substandard nonaccrual/doubtful	191		2,562		6,865		22,892		23,196		4,910		19,917		344		80,877
Total commercial, industrial and other	$	1,865,121	$	3,042,396	$	1,972,666	$	1,493,694	$	1,060,869	$	1,236,264	$	5,688,842	$	27,579	$	16,387,431
Construction and development
Pass	$	97,381	$	594,804	$	618,976	$	656,080	$	92,674	$	138,854	$	27,249	$	—	$	2,226,018
Special mention	—		—		29,418		216,463		17,954		16,016		—		—		279,851
Substandard accrual	—		—		750		—		—		15,507		3,791		—		20,048
Substandard nonaccrual/doubtful	—		—		251		1,322		—		1,627		—		—		3,200
Total construction and development	$	97,381	$	594,804	$	649,395	$	873,865	$	110,628	$	172,004	$	31,040	$	—	$	2,529,117
Non-construction
Pass	$	917,625	$	1,325,021	$	1,393,425	$	1,761,340	$	1,338,836	$	3,394,943	$	251,779	$	1,496	$	10,384,465
Special mention	95		851		42,162		21,645		36,419		41,316		2,316		—		144,804
Substandard accrual	—		19,905		2,371		70,854		57,748		52,286		832		—		203,996
Substandard nonaccrual/doubtful	1,257		—		1,363		305		151		26,552		—		—		29,628
Total non-construction	$	918,977	$	1,345,777	$	1,439,321	$	1,854,144	$	1,433,154	$	3,515,097	$	254,927	$	1,496	$	10,762,893
Home equity
Pass	$	4	$	240	$	48	$	379	$	306	$	13,167	$	432,865	$	5,107	$	452,116
Special mention	—		10		51		217		—		2,471		5,021		—		7,770
Substandard accrual	—		—		15		27		29		3,695		1,383		—		5,149
Substandard nonaccrual/doubtful	—		711		—		88		202		779		—		—		1,780
Total home equity	$	4	$	961	$	114	$	711	$	537	$	20,112	$	439,269	$	5,107	$	466,815
Residential real estate
Early buy-out loans guaranteed by U.S. government agencies	$	—	$	3,819	$	9,245	$	5,931	$	6,016	$	109,056	$	—	$	—	$	134,067
Pass	543,216		817,417		450,707		779,797		733,763		428,540		—		—		3,753,440
Special mention	—		426		5,908		5,601		2,019		9,538		—		—		23,492

Table of Contents


Substandard accrual	61		137		710		3,372		1,679		3,777		—		—		9,736
Substandard nonaccrual/doubtful	—		971		5,031		6,941		7,000		8,104		—		—		28,047
Total residential real estate	$	543,277	$	822,770	$	471,601	$	801,642	$	750,477	$	559,015	$	—	$	—	$	3,948,782
Premium finance receivables - property and casualty
Pass	$	6,914,153	$	1,255,016	$	6,805	$	2,107	$	2,083	$	—	$	—	$	—	$	8,180,164
Special mention	71,899		19,086		7		—		—		—		—		—		90,992
Substandard accrual	10,739		10,871		—		4		2		—		—		—		21,616
Substandard nonaccrual/doubtful	6,191		23,797		414		—		2		—		—		—		30,404
Total premium finance receivables - property and casualty	$	7,002,982	$	1,308,770	$	7,226	$	2,111	$	2,087	$	—	$	—	$	—	$	8,323,176
Premium finance receivables - life (1)
Pass	$	278,040	$	670,927	$	500,062	$	700,495	$	1,042,504	$	5,314,605	$	—	$	—	$	8,506,633
Special mention	—		—		—		—		—		—		—		—		—
Substandard accrual	—		—		—		—		—		327		—		—		327
Substandard nonaccrual/doubtful	—		—		—		—		—		—		—		—		—
Total premium finance receivables - life	$	278,040	$	670,927	$	500,062	$	700,495	$	1,042,504	$	5,314,932	$	—	$	—	$	8,506,960
Consumer and other
Pass	$	3,702	$	2,988	$	2,129	$	434	$	672	$	35,045	$	71,211	$	—	$	116,181
Special mention	15		39		2		3		—		109		6		—		174
Substandard accrual	—		4		1		82		—		16		6		—		109
Substandard nonaccrual/doubtful	—		3		1		—		—		37		—		—		41
Total consumer and other	$	3,717	$	3,034	$	2,133	$	519	$	672	$	35,207	$	71,223	$	—	$	116,505
Total loans
Early buy-out loans guaranteed by U.S. government agencies	$	—	$	3,819	$	9,245	$	5,931	$	6,016	$	109,056	$	—	$	—	$	134,067
Pass	10,615,865		7,658,280		4,864,465		5,265,854		4,187,561		10,535,122		6,243,378		29,343		49,399,868
Special mention	72,864		52,287		123,625		290,797		75,998		75,470		150,899		2,333		844,273
Substandard accrual	13,131		47,009		31,258		133,051		100,802		90,974		71,107		2,162		489,494
Substandard nonaccrual/doubtful	7,639		28,044		13,925		31,548		30,551		42,009		19,917		344		173,977
Total loans	$	10,709,499	$	7,789,439	$	5,042,518	$	5,727,181	$	4,400,928	$	10,852,631	$	6,485,301	$	34,182	$	51,041,679
Gross write offs
Three months ended June 30, 2025	$	1,281	$	7,117	$	1,979	$	1,291	$	318	$	6,509	$	—	$	—	$	18,495
Six months ended June 30, 2025	$	1,404	$	14,803	$	3,789	$	3,381	$	2,147	$	10,420	$	—	$	—	$	35,944

(1)For premium finance receivables - life, the year of origination represents when the borrower’s master loan agreement was initially established.

Held-to-maturity debt securities

The Company conducts an assessment of its investment securities, including those classified as held-to-maturity, at the time of purchase and on at least an annual basis to ensure such investment securities remain within appropriate levels of risk and continue to perform satisfactorily in fulfilling its obligations. The Company considers, among other factors, the nature of the securities and credit ratings or financial condition of the issuer. If available, the Company obtains a credit rating for issuers from a Nationally Recognized Statistical Rating Organization (“NRSRO”) for consideration. If no such rating is available for an issuer, the Company performs an internal rating based on the scale utilized within the loan portfolio. For purposes of the table below, the Company has converted any issuer rating from an NRSRO into the Company’s internal ratings based on Investment Policy and review by the Company’s management.

Table of Contents


As of June 30, 2025	Year of Origination												Total
(In thousands)	2025		2024		2023		2022		2021		Prior		Balance
Amortized Cost Balances:
U.S. government agencies
1-4 internal grade	$	—	$	—	$	—	$	135,000	$	147,825	$	30,715	$	313,540
5-7 internal grade	—		—		—		—		—		—		—
8-10 internal grade	—		—		—		—		—		—		—
Total U.S. government agencies	$	—	$	—	$	—	$	135,000	$	147,825	$	30,715	$	313,540
Municipal
1-4 internal grade	$	—	$	—	$	4,091	$	1,030	$	6,767	$	142,741	$	154,629
5-7 internal grade	—		—		—		—		—		2,124		2,124
8-10 internal grade	—		—		—		—		—		—		—
Total municipal	$	—	$	—	$	4,091	$	1,030	$	6,767	$	144,865	$	156,753
Mortgage-backed securities
1-4 internal grade	$	—	$	—	$	310,359	$	508,750	$	2,159,651	$	—	$	2,978,760
5-7 internal grade	—		—		—		—		—		—		—
8-10 internal grade	—		—		—		—		—		—		—
Total mortgage-backed securities	$	—	$	—	$	310,359	$	508,750	$	2,159,651	$	—	$	2,978,760
Corporate notes
1-4 internal grade	$	—	$	—			$	14,971	$	—	$	38,560	$	53,531
5-7 internal grade	—		—		—		—		—		—		—
8-10 internal grade	—		—		—		—		—		—		—
Total corporate notes	$	—	$	—	$	—	$	14,971	$	—	$	38,560	$	53,531
Total held-to-maturity securities													$	3,502,584
Less: Allowance for credit losses													(398)
Held-to-maturity securities, net of allowance for credit losses													$	3,502,186

Measurement of Allowance for Credit Losses

The Company's allowance for credit losses consists of the allowance for loan losses, the allowance for unfunded commitment losses and the allowance for held-to-maturity debt security losses. In accordance with ASC 326, the Company measures the allowance for credit losses at the time of origination or purchase of a financial asset, representing an estimate of lifetime expected credit losses on the related asset. When developing its estimate, the Company considers available information relevant to assessing the collectability of cash flows, from both internal and external sources. Historical credit loss experience is one input in the estimation process as well as inputs relevant to current conditions and reasonable and supportable forecasts. In considering past events, the Company considers the relevance, or lack thereof, of historical information due to changes in such things as financial asset underwriting or collection practices, and changes in portfolio mix due to changing business plans and strategies. In considering current conditions and forecasts, the Company considers both the current economic environment and the forecasted direction of the economic environment with emphasis on those factors deemed relevant to or driving changes in expected credit losses. As significant judgment is required, the review of the appropriateness of the allowance for credit losses is performed quarterly by various committees with participation by the Company's executive management.


	June 30,		December 31,		June 30,
(In thousands)	2025		2024		2024





Allowance for loan losses	$	391,654	$	364,017	$	363,719
Allowance for unfunded lending-related commitments losses	65,409		72,586		73,350
Allowance for loan losses and unfunded lending-related commitments losses	457,063		436,603		437,069
Allowance for held-to-maturity securities losses	398		457		491
Allowance for credit losses	$	457,461	$	437,060	$	437,560

The allowance for credit losses is measured on a collective or pooled basis when similar risk characteristics exist, based upon the segmentation discussed above. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool. These methodologies include estimating the probability of default and loss given default on the commercial and commercial real estate segments, using the weighted-average remaining maturity methodology for the residential real estate, home equity, and consumer segments, and utilizing an assumption-based approach focusing on historical loss rates for the premium finance receivables segments. Historical credit loss history is adjusted for reasonable and supportable forecasts developed by the Company on a quantitative or qualitative basis and incorporates third party economic forecasts. Reasonable

Table of Contents

and supportable forecasts consider the macroeconomic factors that are most relevant to evaluating and predicting expected credit losses in the Company's financial assets. Currently, the Company utilizes an eight quarter forecast period using a single macroeconomic scenario provided by a third party and reviewed within the Company's governance structure. For periods beyond the ability to develop reasonable and supportable forecasts, the Company reverts to historical loss rates at an input level, straight-line over a four quarter reversion period. Expected credit losses are measured over the contractual term of the financial asset with consideration of expected prepayments. Expected extensions, renewals or modifications of the financial asset are considered when the expected extension, renewal or modification is contained within the existing agreement and is not unconditionally cancelable. The methodologies discussed above are applied to both current asset balances on the Company's Consolidated Statements of Condition and off-balance sheet commitments (i.e. unfunded lending-related commitments).

Assets that do not share similar risk characteristics with a pool are assessed for the allowance for credit losses on an individual basis. These typically include assets experiencing financial difficulties, including assets rated as substandard nonaccrual and doubtful. If foreclosure is probable or the asset is considered collateral-dependent, expected credit losses are measured based upon the fair value of the underlying collateral adjusted for selling costs, if appropriate. Underlying collateral across the Company's segments consist primarily of real estate, land and construction assets as well as general business assets of the borrower. As of June 30, 2025, excluding loans carried at fair value, substandard nonaccrual loans totaling $54.1 million in carrying balance had no related allowance for credit losses.

The Company does not measure an allowance for credit losses on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when assets are placed on nonaccrual status.

Loan portfolios

A summary of activity in the allowance for credit losses, specifically for the loan portfolio (i.e. allowance for loan losses and allowance for unfunded commitment losses), for the three and six months ended June 30, 2025 and June 30, 2024 is as follows:


Three months ended June 30, 2025			Commercial Real Estate		Home Equity		Residential Real Estate		Premium Finance Receivables		Consumer and Other		Total Loans
(In thousands)	Commercial

Allowance for credit losses at beginning of period	$	201,183	$	210,010	$	9,139	$	10,652	$	16,039	$	918	$	447,941

Other adjustments	—		—		—		—		180		—		180
Charge-offs	(6,148)		(5,711)		(111)		—		(6,346)		(179)		(18,495)
Recoveries	1,746		10		30		2		3,335		32		5,155
Provision for credit losses - Other	(2,213)		20,049		163		801		3,404		78		22,282




Allowance for credit losses at period end	$	194,568	$	224,358	$	9,221	$	11,455	$	16,612	$	849	$	457,063
By measurement method:
Individually measured	$	35,129	$	8,127	$	—	$	103	$	—	$	4	$	43,363
Collectively measured	159,439		216,231		9,221		11,352		16,612		845		413,700

Loans at period end
Individually measured	$	80,877	$	32,828	$	1,780	$	27,960	$	—	$	41	$	143,486
Collectively measured	16,306,554		13,259,182		465,035		3,783,938		16,830,136		116,464		50,761,309

Loans held at fair value	—		—		—		136,884		—				136,884

Table of Contents


Three months ended June 30, 2024	Commercial		Commercial Real Estate		Home Equity		Residential Real Estate		Premium Finance Receivables		Consumer and Other		Total Loans
(In thousands)

Allowance for credit losses at beginning of period	$	166,518	$	226,052	$	7,191	$	13,701	$	13,330	$	383	$	427,175

Other adjustments	—		—		—		—		(19)		—		(19)

Charge-offs	(9,584)		(15,526)		—		(23)		(9,486)		(137)		(34,756)
Recoveries	950		90		35		8		3,663		24		4,770
Provision for credit losses	24,107		13,112		16		(4,913)		7,258		319		39,899
Allowance for credit losses at period end	$	181,991	$	223,728	$	7,242	$	8,773	$	14,746	$	589	$	437,069
By measurement method:
Individually measured	$	30,927	$	6,330	$	—	$	32	$	—	$	1	$	37,290
Collectively measured	151,064		217,398		7,242		8,741		14,746		588		399,779

Loans at period end
Individually measured	$	51,087	$	48,289	$	1,100	$	17,807	$	—	$	3	$	118,286
Collectively measured	14,103,375		11,898,908		355,213		2,913,694		15,062,868		87,353		44,421,411

Loans held at fair value	—		—		—		135,834		—		—		135,834


Six months ended June 30, 2025			Commercial Real Estate		Home Equity		Residential Real Estate		Premium Finance Receivables		Consumer and Other		Total Loans
(In thousands)	Commercial

Allowance for credit losses at beginning of period	$	175,837	$	222,856	$	8,943	$	10,335	$	17,820	$	812	$	436,603

Other adjustments	—		—		—		—		184		—		184
Charge-offs	(15,870)		(6,165)		(111)		—		(13,472)		(326)		(35,944)
Recoveries	2,675		22		246		138		6,822		61		9,964
Provision for credit losses - Other	31,926		7,645		143		982		5,258		302		46,256




Allowance for credit losses at period end	$	194,568	$	224,358	$	9,221	$	11,455	$	16,612	$	849	$	457,063


Six months ended June 30, 2024			Commercial Real Estate		Home Equity		Residential Real Estate		Premium Finance Receivables		Consumer and Other		Total Loans
(In thousands)	Commercial

Allowance for credit losses at beginning of period	$	169,604	$	223,853	$	7,116	$	13,133	$	13,069	$	490	$	427,265

Other adjustments	—		—		—		—		(50)		—		(50)
Charge-offs	(20,799)		(20,995)		(74)		(61)		(16,424)		(244)		(58,597)
Recoveries	1,429		121		64		10		5,190		47		6,861
Provision for credit losses	31,757		20,749		136		(4,309)		12,961		296		61,590
Allowance for credit losses at period end	$	181,991	$	223,728	$	7,242	$	8,773	$	14,746	$	589	$	437,069

For the three and six months ended June 30, 2025, the Company recognized approximately $22.3 million and $46.3 million of provision for credit losses, respectively, related to loans and lending agreements. The provision for each period was primarily the result of losses experienced in the Commercial, Commercial Real Estate and Premium Finance Receivables portfolios along with growth across various segments, which was offset by improved macroeconomic forecasts related to Baa credit spread and CRE Price Index. However, uncertainties remain regarding future economic performance and macroeconomic forecasts utilized in the measurement of the allowance for credit losses as of June 30, 2025, thus a macroeconomic uncertainty qualitative overlay continued to be applied in the second quarter of 2025, related to widening credit spreads. Net charge-offs in the three and six month periods ended June 30, 2025, totaled $13.3 million and $26.0 million, respectively.

Held-to-maturity debt securities

The allowance for credit losses on the Company’s held-to-maturity debt securities is presented as a reduction to the amortized cost basis of held-to-maturity securities on the Company's Consolidated Statements of Condition. For the three and six month periods ended June 30, 2025, the Company recognized approximately $(48,000) and $(59,000), respectively, of provision for credit losses related to held-to-maturity securities. At June 30, 2025, the Company did not identify any held-to-maturity debt securities within its portfolio that would require a charge-off.

Table of Contents

Loan Modifications to Borrowers Experiencing Financial Difficulties

The Company’s approach to restructuring or modifying loans is built on its credit risk rating system, which requires credit management personnel to assign a credit risk rating to each loan. In each case, the loan officer is responsible for recommending a credit risk rating for each loan and ensuring the credit risk ratings are appropriate. These credit risk ratings are then reviewed and approved by the bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors, including a borrower’s financial strength, cash flow coverage, collateral protection and guarantees. The Company’s credit risk rating scale is one through ten with higher scores indicating higher risk. In the case of loans rated six or worse following modification, the Company’s Managed Assets Division evaluates the loan and the credit risk rating and determines that the loan has been restructured to be reasonably assured of repayment and of performance according to the modified terms and is supported by a current, well-documented credit assessment of the borrower’s financial condition and prospects for repayment under the revised terms. Based on the Company’s credit risk rating system, it considers that borrowers whose credit risk rating is 5 or better are not experiencing financial difficulties.

Restructurings may arise when, due to financial difficulties experienced by the borrower, the Company obtains through physical possession one or more collateral assets in satisfaction of all or part of an existing credit. Once possession is obtained, the Company reclassifies the appropriate portion of the remaining balance of the credit from loans to other real estate owned (“OREO”), which is included within other assets in the Consolidated Statements of Condition. For any residential real estate property collateralizing a consumer mortgage loan, the Company is considered to possess the related collateral only if legal title is obtained upon completion of foreclosure, or the borrower conveys all interest in the residential real estate property to the Company through completion of a deed in lieu of foreclosure or similar legal agreement. At June 30, 2025, the Company had no foreclosed residential real estate properties included within OREO. Further, the recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $58.2 million and $43.8 million at June 30, 2025 and 2024, respectively.

The tables below presents a summary of the period-end balance of loans to borrowers experiencing financial difficulties during the three and six months ended June 30, 2025 and 2024:


Three Months Ended June 30, 2025 (Dollars in thousands)	Total		Percentage of Total Class of Loan		Extension of Term		Reduction of Interest Rate		Interest Only Payments		Delay in Contractual Payments		Extension of Term and Reduction of Interest Rate

Commercial	$	35	0.0	%	$	—	$	11	$	—	$	—	$	24


Commercial real estate
Construction and development	—		—		—		—		—		—		—
Non-construction	—		—		—		—		—		—		—


Home equity	—		—		—		—		—		—		—
Residential real estate	282		0.0		—		282		—		—		—
Premium finance receivables—property & casualty	885		0.0		885		—		—		—		—
Total loans	$	1,202	0.0	%	$	885	$	293	$	—	$	—	$	24


			Weighted Average Magnitude of Modifications:
Three Months Ended June 30, 2025 (Dollars in thousands)	Total		Duration of Extension of Term (months)	Reduction of Interest Rate (bps)	Duration of Delay in Contractual Payments (months)

Commercial	$	35	51	72	—


Commercial real estate
Construction and development	—		—	—	—
Non-construction	—		—	—	—

Home equity	—		—	—	—
Residential real estate	282		—	123	—

Premium finance receivables—property & casualty	885		12	—	—
Total loans	$	1,202	13	117	—

Table of Contents


Three Months Ended June 30, 2024 (Dollars in thousands)	Total		Percentage of Total Class of Loan		Extension of Term		Reduction of Interest Rate		Interest Only Payments		Delay in Contractual Payments		Extension of Term and Reduction of Interest Rate

Commercial	$	2,161	0.0	%	$	2,010	$	—	$	—	$	97	$	54


Commercial real estate - Non-construction	340		0.0		21		—		319		—		—

Residential real estate	81		0.0		81		—		—		—		—

Premium finance receivables—property & casualty	6		0.0		3		3		—		—		—
Total loans	$	2,588	0.0	%	$	2,115	$	3	$	319	$	97	$	54


			Weighted Average Magnitude of Modifications:
Three Months Ended June 30, 2024 (Dollars in thousands)	Total		Duration of Extension of Term (months)	Reduction of Interest Rate (bps)	Duration of Delay in Contractual Payments (months)

Commercial	$	2,161	5	143	34


Commercial real estate - Non-construction	340		13	—	0

Residential real estate	81		12	—	—

Premium finance receivables—property & casualty	6		2	86	—
Total loans	$	2,588	7	140	34


Six Months Ended June 30, 2025 (Dollars in thousands)	Total		Percentage of Total Class of Loan		Extension of Term		Reduction of Interest Rate		Interest Only Payments		Delay in Contractual Payments		Extension of Term and Reduction of Interest Rate

Commercial	$	12,732	0.2	%	$	12,465	$	11	$	31	$	—	$	225
Commercial real estate
Construction and development	—		—		—		—		—		—		—
Non-construction	—		—		—		—		—		—		—
Home equity	—		—		—		—		—		—		—
Residential real estate	1,144		0.0		162		282		—		—		700

Premium finance receivables—property & casualty	885		0.0		885		—		—		—		—
Total loans	$	14,761	0.0		$	13,512	$	293	$	31	$	—	$	925


			Weighted Average Magnitude of Modifications:
Six Months Ended June 30, 2025 (Dollars in thousands)	Total		Duration of Extension of Term (months)	Reduction of Interest Rate (bps)	Duration of Delay in Contractual Payments (months)

Commercial	$	12,732	10	50	—
Commercial real estate
Construction and development	—		—	—	—
Non-construction	—		—	—	—
Home equity	—		—	—	—
Residential real estate	1,144		48	152	—

Premium finance receivables—property & casualty	885		12	—	—
Total loans	$	14,761	12	138	—

Table of Contents


Six Months Ended June 30, 2024 (Dollars in thousands)	Total		Percentage of Total Class of Loan		Extension of Term		Reduction of Interest Rate		Interest Only Payments		Delay in Contractual Payments		Extension of Term and Reduction of Interest Rate

Commercial	$	3,219	0.0	%	$	2,956	$	—	$	—	$	97	$	166


Commercial real estate - Non-construction	1,469		0.0		293		—		319		857		—
Home equity	89		0.0		89		—		—		—		—
Residential real estate	282		0.0		114		168		—		—		—

Premium finance receivables—property & casualty	6		0.0		3		3		—		—		—
Total loans	$	5,065	0.0	%	$	3,455	$	171	$	319	$	954	$	166


			Weighted Average Magnitude of Modifications:
Six months ended June 30, 2024 (Dollars in thousands)	Total		Duration of Extension of Term (months)	Reduction of Interest Rate (bps)		Duration of Delay in Contractual Payments (months)

Commercial	$	3,219	8	113		34


Commercial real estate - Non-construction	1,469		29	—		16
Home equity	89		12	—		—
Residential real estate	282		19	201		—

Premium finance receivables—property & casualty	$	6	2	86		$	—
Total loans	$	5,065	11	$	156	18

The Company had commitments of $21.0 million and $5.1 million as of June 30, 2025 and June 30, 2024, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of principal forgiveness, an interest rate reduction, an other-than insignificant payment delay or a term extension during the periods presented.

The following table presents a summary of all modified loans for borrowers experiencing financial difficulties and such loans that were in payment default under the restructured terms during the respective periods below:


(Dollars in thousands)	For the Twelve Months Ended June 30, 2025		Three Months Ended June 30, 2025		Six Months Ended June 30, 2025		For the Twelve Months Ended June 30, 2024		Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
	Total		Payments in Default (1)		Payments in Default (1)		Total		Payments in Default (1)		Payments in Default (1)
Commercial	$	20,731	$	11	$	123	$	4,685	$	1,784	$	1,784
Commercial real estate
Construction and development	—		—		—		2,486		—		—
Non-construction	752		—		—		2,644		639		2,443
Home equity	—		—		—		586		—		—
Residential real estate	1,144		—		700		417		384		384

Premium finance receivables—property & casualty	1,230		885		885		18		14		14
Total loans	$	23,857	$	896	$	1,708	$	10,836	$	2,821	$	4,625

(1)Modified loans considered to be in payment default are over 30 days past due subsequent to the restructuring.

Table of Contents

(8) Goodwill and Other Acquisition-Related Intangible Assets

A summary of the Company’s goodwill assets by reporting unit is presented in the following table:


(In thousands)	December 31, 2024		Goodwill Acquired		Impairment Loss		Goodwill Adjustments		June 30, 2025
Community banking	$	687,754	$	—	$	—	$	—	$	687,754
Specialty finance	37,193		—		—		1,202		38,395
Wealth management	71,995		—		—		—		71,995
Total	$	796,942	$	—	$	—	$	1,202	$	798,144

The specialty finance unit’s goodwill increased $1.2 million in the first six months of 2025 as a result of foreign currency translation adjustments related to the prior Canadian acquisitions.

The Company assesses each reporting unit’s goodwill for impairment on at least an annual basis and considers potential indicators of impairment at each reporting date between annual goodwill impairment tests. At October 1, 2024, the Company utilized a quantitative approach for its annual goodwill impairment tests of the community banking, specialty finance and wealth management reporting units and determined that no impairment existed at that time.

At each reporting date between annual goodwill impairment tests, the Company considers potential indicators of impairment. The Company assessed whether events and circumstances resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value. Potential impairment indicators considered include the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting units; performance of the Company’s stock and other relevant events.

At the conclusion of this assessment of all reporting units, the Company determined that as of June 30, 2025, it was more likely than not that the fair value of all reporting units exceeded the respective carrying value of such reporting unit.

Table of Contents

A summary of acquisition-related intangible assets as of the dates shown and the expected amortization of finite-lived acquisition-related intangible assets as of June 30, 2025 is as follows:


(In thousands)	June 30, 2025		December 31, 2024		June 30, 2024
Community banking segment:
Core deposit intangibles with finite lives:
Gross carrying amount	$	158,106	$	158,106	$	55,206
Accumulated amortization	(67,301)		(56,784)		(47,666)
Net carrying amount	$	90,805	$	101,322	$	7,540
Trademark with indefinite lives:
Carrying amount	13,800		13,800		5,800
Total net carrying amount	$	104,605	$	115,122	$	13,340
Specialty finance segment:
Customer list intangibles with finite lives:
Gross carrying amount	$	1,962	$	1,959	$	1,961
Accumulated amortization	(1,915)		(1,881)		(1,861)
Net carrying amount	$	47	$	78	$	100
Wealth management segment:
Customer list and other intangibles with finite lives:
Gross carrying amount	$	26,630	$	26,630	$	26,630
Accumulated amortization	(20,787)		(20,140)		(19,463)
Net carrying amount	$	5,843	$	6,490	$	7,167
Total acquisition-related intangible assets:
Gross carrying amount	$	200,498	$	200,495	$	89,597
Accumulated amortization	(90,003)		(78,805)		(68,990)
Total other acquisition-related intangible assets, net	$	110,495	$	121,690	$	20,607


Estimated amortization
Actual in six months ended June 30, 2025	$	11,198
Estimated remaining in 2025	10,203
Estimated—2026	18,830
Estimated—2027	16,333
Estimated—2028	13,908
Estimated—2029	11,536

The core deposit intangibles recognized in connection with the Company’s bank acquisitions are amortized over a ten-year period on an accelerated basis. The customer list intangibles recognized in connection with the purchase of life insurance premium finance assets in 2009 are being amortized over an 18-year period on an accelerated basis. The customer list and other intangibles recognized in connection with prior acquisitions within the wealth management segment are being amortized over a period of up to ten years on a straight-line or accelerated basis. Indefinite-lived intangible assets consist of certain trade and domain names recognized in connection with prior acquisitions. As indefinite-lived intangible assets are not amortized, the Company assesses impairment on at least an annual basis. Total amortization expense associated with finite-lived acquisition-related intangibles totaled approximately $11.2 million and $2.3 million for the six months ended June 30, 2025 and 2024, respectively.

Table of Contents

(9) Mortgage Servicing Rights (“MSRs”)

The following is a summary of the changes in the carrying value of MSRs, accounted for at fair value, for the periods indicated:


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
(In thousands)	2025		2024		2025		2024
Fair value at beginning of the period	$	196,307	$	201,044	$	203,788	$	192,456
Additions from loans sold with servicing retained	6,336		8,223		11,005		13,602

Estimate of changes in fair value due to:


Payoffs, paydowns and repurchases	(5,616)		(5,534)		(10,252)		(9,920)
Changes in valuation inputs or assumptions	(3,966)		877		(11,480)		8,472
Fair value at end of the period	$	193,061	$	204,610	$	193,061	$	204,610
Unpaid principal balance of mortgage loans serviced for others	$	12,470,924	$	12,211,027

The Company recognizes MSR assets upon the sale of residential real estate loans to external third parties when it retains the obligation to service the loans and the servicing fee is more than adequate compensation. MSRs are included in other assets in the Consolidated Statements of Condition. The initial recognition of MSR assets from loans sold with servicing retained and subsequent changes in fair value of all MSRs are recognized in mortgage banking revenue. MSRs are subject to changes in value from actual and expected prepayment of the underlying loans.

The estimation of fair value related to MSRs is partly impacted by the Company exercising its early buyout options (“EBO”) on eligible loans previously sold to the Government National Mortgage Association (“GNMA”). Under such optional repurchase program, financial institutions acting as servicers are allowed to buy back from the securitized loan pool individual delinquent mortgage loans meeting certain criteria for which the institution was the original transferor of such loans. At the option of the servicer and without prior authorization from GNMA, the servicer may repurchase such delinquent loans for an amount equal to the remaining principal balance of the loan. At the time of such repurchase, any MSR value related to such loans is derecognized.

The MSR asset fair value is determined by using a discounted cash flow model that incorporates the objective characteristics of the portfolio as well as subjective valuation parameters that purchasers of servicing would apply to such portfolios sold into the secondary market. The subjective factors include loan prepayment speeds, discount rates, servicing costs and other economic factors. The Company uses a third party to assist in the valuation of MSRs.

Periodically, the Company will purchase options for the right to purchase securities not currently held within the banks’ investment portfolios or enter into interest rate swaps in which the Company elects not to designate such derivatives as hedging instruments. These option and swap transactions are designed primarily to economically hedge a portion of the fair value adjustments related to the Company’s MSRs. The gain or loss associated with these derivative contracts is included in mortgage banking revenue. For more information regarding these hedges outstanding as of June 30, 2025 and June 30, 2024, see Note (14) “Derivative Financial Instruments” in Item 1 of this report.

Table of Contents

(10) Deposits

The following table is a summary of deposits as of the dates shown:


(Dollars in thousands)	June 30, 2025			December 31, 2024			June 30, 2024
Balance:
Non-interest-bearing	$	10,877,166		$	11,410,018		$	10,031,440
NOW and interest-bearing demand deposits	6,795,725			5,865,546			5,053,909
Wealth management deposits	1,595,764			1,469,064			1,490,711
Money market	19,556,041			17,975,191			16,320,017
Savings	6,659,419			6,372,499			5,882,179
Time certificates of deposit	10,332,696			9,420,031			9,270,770
Total deposits	$	55,816,811		$	52,512,349		$	48,049,026
Mix:
Non-interest-bearing	19		%	22		%	21		%
NOW and interest-bearing demand deposits	12			11			11
Wealth management deposits	3			3			3
Money market	35			34			34
Savings	12			12			12
Time certificates of deposit	19			18			19
Total deposits	100		%	100		%	100		%

Wealth management deposits represent deposit balances (primarily money market accounts) at the Company’s subsidiary banks from brokerage customers of Wintrust Investments, LLC (“Wintrust Investments”), Chicago Deferred Exchange Company (“CDEC”) and trust and asset management customers of the Company.

(11) FHLB Advances, Other Borrowings and Subordinated Notes

The following table is a summary of FHLB advances, other borrowings and subordinated notes as of the dates shown:


(In thousands)	June 30, 2025		December 31, 2024		June 30, 2024
FHLB advances	$	3,151,309	$	3,151,309	$	3,176,309
Other borrowings:
Notes payable	128,500		142,763		157,024

Secured borrowings	440,558		334,934		391,395
Other	56,334		57,106		58,160
Total other borrowings	625,392		534,803		606,579
Subordinated notes	298,458		298,283		298,113
Total FHLB advances, other borrowings and subordinated notes	$	4,075,159	$	3,984,395	$	4,081,001

Descriptions of the Company’s FHLB advances, other borrowings, and subordinated notes are included in Note (11) “Federal Home Loan Bank Advances,” Note (12) “Subordinated Notes” and Note (13) “Other Borrowings” of the 2024 Form 10-K.

Notes Payable

Notes payable balances represent the balances on the Company’s credit agreement with certain unaffiliated banks. At June 30, 2025, the outstanding principal balance under the term loan facility was $128.5 million and there was no outstanding balance under the revolving credit facility. Borrowings under notes payable are secured by pledges of and first priority perfected security interests in the Company’s equity interest in its bank subsidiaries and contain several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and other indebtedness. At June 30, 2025, the Company was in compliance with all such covenants.

Table of Contents

Secured Borrowings

The balance of secured borrowings primarily represents a third party Canadian transaction (“Canadian Secured Borrowing”). Under the Canadian Secured Borrowing, the Company, through its subsidiary, FIFC Canada, sells an undivided co-ownership interest in all receivables owed to FIFC Canada to an unrelated third party in exchange for cash payments pursuant to a receivables purchase agreement (“Receivables Purchase Agreement”). On August 29, 2024, the Company entered into the Twelfth Amending Agreement to the Receivables Purchase Agreement dated as of December 16, 2014. The amended Receivables Purchase Agreement provides for, among other things, an extension of the maturity date to December 15, 2025 and an increase to the facility limit from C$520 million to C$650 million.

At June 30, 2025, the translated balance of the secured borrowings totaled $426.2 million compared to $323.2 million at December 31, 2024 and $380.3 million at June 30, 2024. The interest rate under the Receivables Purchase Agreement is the Canadian Commercial Paper Rate plus fee rate of 0.825%.

The remaining $14.4 million, $11.7 million and $11.1 million within secured borrowings at June 30, 2025, December 31, 2024 and June 30, 2024, respectively, represent other sold interests in certain loans by the Company that were not considered sales and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the various unrelated third parties.

Other Borrowings

Other borrowings represent a promissory note (“Promissory Note”) issued by the Company in June 2017. Subsequent amendments to the Promissory Note since issuance increased the principal amount to $66.4 million, changed the interest rate to a floating rate equal to 1-month CME Term SOFR plus a spread of 1.40% and extended the maturity date to March 31, 2028. The Promissory Note contains several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and indebtedness. At June 30, 2025, the Company was in compliance with all such covenants.

Subordinated Notes

At June 30, 2025, the Company had outstanding subordinated notes totaling $298.5 million compared to $298.3 million and $298.1 million at December 31, 2024 and June 30, 2024, respectively. The notes issued in 2019 have a stated interest rate of 4.85% and mature in June 2029. In the second quarter of 2024, the Company repaid the $140.0 million of subordinated notes issued in 2014. The notes had a stated interest rate of 5.00% and matured in June 2024.

(12) Junior Subordinated Debentures

The following table provides a summary of the Company’s junior subordinated debentures as of June 30, 2025. The junior subordinated debentures represent the par value of the obligations owed to the Trusts.

Table of Contents


(Dollars in thousands)	Common Securities		Trust Preferred Securities		Junior Subordinated Debentures		Rate Structure (1)	Contractual Rate at 6/30/2025		Issue Date	Maturity Date	Earliest Redemption Date
Wintrust Capital Trust III	$	774	$	25,000	$	25,774	S+0.26161+3.25	7.77	%	04/2003	04/2033	04/2008
Wintrust Statutory Trust IV	619		20,000		20,619		S+0.26161+2.80	7.36	%	12/2003	12/2033	12/2008
Wintrust Statutory Trust V	1,238		40,000		41,238		S+0.26161+2.60	7.16	%	05/2004	05/2034	06/2009
Wintrust Capital Trust VII	1,550		50,000		51,550		S+0.26161+1.95	6.53	%	12/2004	03/2035	03/2010
Wintrust Capital Trust VIII	1,238		25,000		26,238		S+0.26161+1.45	6.01	%	08/2005	09/2035	09/2010
Wintrust Capital Trust IX	1,547		50,000		51,547		S+0.26161+1.63	6.21	%	09/2006	09/2036	09/2011
Northview Capital Trust I	186		6,000		6,186		S+0.26161+3.00	7.54	%	08/2003	11/2033	08/2008
Town Bankshares Capital Trust I	186		6,000		6,186		S+0.26161+3.00	7.54	%	08/2003	11/2033	08/2008
First Northwest Capital Trust I	155		5,000		5,155		S+0.26161+3.00	7.56	%	05/2004	05/2034	05/2009
Suburban Illinois Capital Trust II	464		15,000		15,464		S+0.26161+1.75	6.33	%	12/2006	12/2036	12/2011
Community Financial Shares Statutory Trust II	109		3,500		3,609		S+0.26161+1.62	6.20	%	06/2007	09/2037	06/2012
Total					$	253,566		6.76	%

(1)The interest rates on the variable rate junior subordinated debentures are based on the three-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) and reset on a quarterly basis.

The junior subordinated debentures totaled $253.6 million at June 30, 2025, December 31, 2024 and June 30, 2024. At June 30, 2025, the weighted average contractual interest rate on the junior subordinated debentures was 6.76%.

(13) Segment Information

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

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

For purposes of internal segment profitability, management allocates certain intersegment and parent company balances. Management allocates a portion of revenues to the specialty finance segment related to loans and leases originated by the specialty finance segment and sold or assigned to the community banking segment. Similarly, for purposes of analyzing the contribution from the wealth management segment, management allocates a portion of the net interest income earned by the community banking segment on deposit balances of customers of the wealth management segment to the wealth management segment. See Note (10) “Deposits” in Item 1 of this report for more information on these deposits. Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment’s risk-weighted assets.

The segment financial information provided in the following table has been derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. The accounting policies of the segments are substantially similar to those described in Note (1) “Summary of Significant Accounting Policies” of the 2024 Form 10-K.

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

Table of Contents

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


(In thousands)	Community Banking		Specialty Finance		Wealth Management		Total Operating Segments		Intersegment Eliminations		Consolidated
Three Months Ended June 30, 2025:
Interest income	$	800,316	$	102,737	$	4,964	$	908,017	$	12,891	$	920,908
Interest expense	363,660		10,427		127		374,214		—		374,214
Net interest income	436,656		92,310		4,837		533,803		12,891		546,694
Provision for credit losses	20,478		1,756		—		22,234		—		22,234
Non-interest income	75,498		33,524		39,538		148,560		(24,471)		124,089
Non-interest expense:
Salaries	96,902		15,638		10,103		122,643		531		123,174
Commissions and incentive compensation	33,325		9,976		12,570		55,871		—		55,871
Benefits	32,107		5,906		2,483		40,496		—		40,496
Other segment expenses (1)	139,710		25,090		9,231		174,031		(12,111)		161,920
Total non-interest expense	302,044		56,610		34,387		393,041		(11,580)		381,461
Income before taxes	189,632		67,468		9,988		267,088		—		267,088
Income tax expense	50,499		18,672		2,390		71,561		—		71,561
Net income	$	139,133	$	48,796	$	7,598	$	195,527	$	—	$	195,527
Total assets at period end	$	55,924,843	$	12,062,568	$	995,907	$	68,983,318	$	—	$	68,983,318
Three Months Ended June 30, 2024:
Interest income	$	725,514	$	107,650	$	8,156	$	841,320	$	8,659	$	849,979
Interest expense	366,682		12,459		228		379,369		—		379,369
Net interest income	358,832		95,191		7,928		461,951		8,659		470,610
Provision for credit losses	36,325		3,736		—		40,061		—		40,061
Non-interest income	71,619		32,317		35,605		139,541		(18,394)		121,147
Non-interest expense:
Salaries	88,294		15,747		9,431		113,472		388		113,860
Commissions and incentive compensation	31,251		8,580		12,320		52,151		—		52,151
Benefits	25,546		4,601		2,383		32,530		—		32,530
Other segment expenses (1)	121,123		22,314		8,498		151,935		(10,123)		141,812
Total non-interest expense	266,214		51,242		32,632		350,088		(9,735)		340,353
Income before taxes	127,912		72,530		10,901		211,343		—		211,343
Income tax expense	36,677		19,439		2,839		58,955		—		58,955
Net income	$	91,235	$	53,091	$	8,062	$	152,388	$	—	$	152,388
Total assets at period end	$	47,611,508	$	11,014,840	$	1,155,168	$	59,781,516	$	—	$	59,781,516

(1)Other segment items include non-interest expense categories such as ‘Software & Equipment’, ‘Data processing’, ‘Advertising and Marketing’, ‘FDIC Insurance’, and ‘Occupancy’. See “Non-Interest Expense” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this Form 10-Q for further discussion on non-interest expense.

Table of Contents


(In thousands)	Community Banking		Specialty Finance		Wealth Management		Total Operating Segments		Intersegment Eliminations		Consolidated
Six Months Ended June 30, 2025:
Interest income	$	1,569,284	$	204,435	$	10,495	$	1,784,214	$	23,659	$	1,807,873
Interest expense	713,617		20,818		270		734,705		—		734,705
Net interest income	855,667		183,617		10,225		1,049,509		23,659		1,073,168
Provision for credit losses	42,906		3,291		—		46,197		—		46,197
Non-interest income	148,991		64,563		73,328		286,882		(46,159)		240,723
Non-interest expense:
Salaries	195,488		31,400		19,207		246,095		996		247,091
Commissions and incentive compensation	65,462		19,017		23,928		108,407		—		108,407
Benefits	59,481		10,624		5,464		75,569		—		75,569
Other segment expenses (1)	272,200		48,535		19,245		339,980		(23,496)		316,484
Total non-interest expense	592,631		109,576		67,844		770,051		(22,500)		747,551
Income before taxes	369,121		135,313		15,709		520,143		—		520,143
Income tax expense	95,718		36,224		3,635		135,577		—		135,577
Net income	$	273,403	$	99,089	$	12,074	$	384,566	$	—	$	384,566


Six Months Ended June 30, 2024:
Interest income	$	1,417,411	$	202,794	$	16,159	$	1,636,364	$	19,128	$	1,655,492
Interest expense	694,894		25,321		473		720,688		—		720,688
Net interest income	722,517		177,473		15,686		915,676		19,128		934,804
Provision for credit losses	56,717		5,017		—		61,734		—		61,734
Non-interest income	146,255		59,634		94,090		299,979		(38,252)		261,727
Non-interest expense:
Salaries	174,976		30,285		19,873		225,134		898		226,032
Commissions and incentive compensation	61,033		17,219		24,900		103,152		—		103,152
Benefits	50,222		8,915		5,393		64,530		—		64,530
Other segment expenses (1)	237,723		45,095		16,988		299,806		(20,022)		279,784
Total non-interest expense	523,954		101,514		67,154		692,622		(19,124)		673,498
Income before taxes	288,101		130,576		42,622		461,299		—		461,299
Income tax expense	76,819		34,962		9,836		121,617		—		121,617
Net income	$	211,282	$	95,614	$	32,786	$	339,682	$	—	$	339,682

(14) Derivative Financial Instruments

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

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

Table of Contents

management strategies and concurrently enters into mirror-image derivatives with a third party counterparty, effectively making a market in the derivatives for such borrowers. Additionally, the Company enters into foreign currency contracts to manage foreign exchange risk associated with certain foreign currency denominated assets.

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

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

The table below presents the fair value of the Company’s derivative financial instruments as of June 30, 2025, December 31, 2024 and June 30, 2024:


	Derivative Assets						Derivative Liabilities
(In thousands)	June 30, 2025		December 31, 2024		June 30, 2024		June 30, 2025		December 31, 2024		June 30, 2024
Derivatives designated as hedging instruments under ASC 815:
Interest rate derivatives designated as Cash Flow Hedges	$	57,245	$	7,329	$	7,532	$	11,314	$	56,084	$	96,825
Interest rate derivatives designated as Fair Value Hedges	6,207		10,001		12,678		549		87		—
Total derivatives designated as hedging instruments under ASC 815	$	63,452	$	17,330	$	20,210	$	11,863	$	56,171	$	96,825
Derivatives not designated as hedging instruments under ASC 815:
Interest rate derivatives	$	144,350	$	177,553	$	215,275	$	141,880	$	183,799	$	217,157
Interest rate lock commitments	5,548		1,950		4,795		—		18		67
Forward commitments to sell mortgage loans	4,028		1,297		102		4,048		88		597
Commodity forward contracts	119		766		702		42		583		304
Foreign exchange contracts	3,609		1,131		2,776		3,569		1,091		2,709
Total derivatives not designated as hedging instruments under ASC 815	$	157,654	$	182,697	$	223,650	$	149,539	$	185,579	$	220,834
Total Derivatives	$	221,106	$	200,027	$	243,860	$	161,402	$	241,750	$	317,659

Cash Flow Hedges of Interest Rate Risk

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

Table of Contents

As of June 30, 2025, the Company had various interest rate collar and swap derivatives designated as cash flow hedges of variable rate loans. When the relationship between the hedged item and hedging instrument is highly effective at achieving offsetting changes in cash flows attributable to the hedged risk, changes in the fair value of these cash flow hedges are recorded in accumulated other comprehensive income or loss and are subsequently reclassified to interest income as interest payments are made on such variable rate loans. The changes in fair value (net of tax) are separately disclosed in the Consolidated Statements of Comprehensive Income.

The table below provides details on these cash flow hedges, summarized by derivative type and maturity, as of June 30, 2025:


	June 30, 2025
	Notional		Fair Value
(In thousands)	Amount		Asset (Liability)
Interest Rate Collars at 1-month CME term SOFR:
Buy 2.250% floor, sell 3.743% cap; matures September 2025	$	1,250,000	$	(1,226)
Buy 2.750% floor, sell 4.320% cap; matures October 2026	500,000		449
Buy 2.000% floor, sell 3.450% cap; matures September 2027	1,250,000		(7,726)
Interest Rate Swaps at 1-month CME term SOFR:
Fixed 3.748%; matures December 2025	250,000		(471)
Fixed 3.759%; matures December 2025	250,000		(457)
Fixed 3.680%; matures February 2026	250,000		(567)
Fixed 4.176%; matures March 2026	250,000		268
Fixed 3.915%; matures March 2026	250,000		(165)
Fixed 4.450%; matures July 2026	250,000		1,580
Fixed 3.515%, matures December 2026	250,000		(184)
Fixed 3.512%; matures December 2026	250,000		(196)
Fixed 3.453%; matures February 2027	250,000		(323)
Fixed 4.150%; matures July 2027	250,000		3,452
Fixed 3.748%; matures March 2028	250,000		2,419
Fixed 3.526%; matures March 2028	250,000		989
Fixed 3.993%; matures October 2029	350,000		9,003
Fixed 4.245%; matures November 2029	350,000		12,747
Fixed 3.300%; matures November 2029 (1)	250,000		254
Fixed 3.816%; matures November 2030 (1)	250,000		7,683
Fixed 3.551%; matures November 2030 (1)	250,000		514
Fixed 3.950%; matures February 2031 (2)	250,000		7,235
Fixed 4.250%; matures February 2031 (2)	250,000		10,653
Total Cash Flow Hedges	$	7,950,000	$	45,931

(1)Represents interest rate swaps that have effective starting dates of November 1, 2025.

(2)Represents interest rate swaps that have effective starting dates of February 1, 2026.

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

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

Table of Contents

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


	Three Months Ended				Six Months Ended
(In thousands)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Unrealized gain (loss) at beginning of period	$	42,565	$	(38,553)	$	(15,508)	$	43,538
Amount reclassified from accumulated other comprehensive income or loss to interest income or expense on deposits, loans, and other borrowings	4,890		20,524		10,636		40,342
Amount of gain (loss) recognized in other comprehensive income or loss	25,074		(31,367)		77,401		(133,276)
Unrealized gain (loss) at end of period	$	72,529	$	(49,396)	$	72,529	$	(49,396)

As of June 30, 2025, the Company estimated that during the next 12 months $2.2 million will be reclassified from accumulated other comprehensive income or loss as a decrease to net interest income. Such estimate consists of $13.3 million reclassified as a reduction to interest expense on the terminated cash flow hedges discussed above and $15.5 million reclassified as a reduction to interest income related to the interest rate collars and swaps noted above that remain outstanding.

Fair Value Hedges of Interest Rate Risk

Interest rate swaps designated as fair value hedges involve the payment of fixed amounts to a counterparty in exchange for the Company receiving variable payments over the life of the agreements without the exchange of the underlying notional amount. As of June 30, 2025, the Company had 13 interest rate swaps with an aggregate notional amount of $143.1 million that were designated as fair value hedges primarily associated with fixed rate commercial and industrial and commercial real estate loans as well as life insurance premium finance receivables.

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

The following table presents the carrying amount of the hedged assets/(liabilities) and the cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/(liabilities) that are designated as a fair value hedge accounting relationship as of June 30, 2025:


(In thousands)		June 30, 2025
Derivatives in Fair Value Hedging Relationships	Location in the Statement of Condition	Carrying Amount of the Hedged Assets/(Liabilities)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)		Cumulative Amount of Fair Value Hedging Adjustment Remaining for any Hedged Assets/(Liabilities) for which Hedge Accounting has been Discontinued
Interest rate swaps	Loans, net of unearned income	$	136,963	$	(5,624)	$	(44)
	Available-for-sale debt securities	532		(4)		—

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

(In thousands)

Derivatives in Fair Value Hedging Relationships

Location of (Loss)/Gain Recognized
in Income on Derivative

Three Months Ended

Six Months Ended

June 30, 2025

Interest rate swaps

Interest and fees on loans

(3)

(6)

Non-Designated Hedges

The Company does not use derivatives for speculative purposes. Derivatives not designated as accounting hedges are used to manage the Company’s economic exposure to interest rate movements and other identified risks but do not meet the strict

Table of Contents

hedge accounting requirements of ASC 815. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

Interest Rate Derivatives—Periodically, the Company may purchase interest rate cap derivatives designed to act as an economic hedge of the risk of the negative impact on its fixed-rate loan portfolios from rising interest rates. As of June 30, 2025, there were no interest rate caps outstanding that were designed to act as an economic hedge.

Additionally, the Company has interest rate derivatives, including swaps and option products, resulting from a service the Company provides to certain qualified borrowers. The Company’s banking subsidiaries execute certain derivative products (typically interest rate swaps) directly with qualified commercial borrowers to facilitate their respective risk management strategies. For example, these arrangements allow the Company’s commercial borrowers to effectively convert a variable rate loan to a fixed rate. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. At June 30, 2025 and December 31, 2024, the Company had interest rate derivative transactions with an aggregate notional amount of approximately $13.7 billion and $13.3 billion, respectively, (all interest rate swaps and caps with customers and third parties) related to this program. At June 30, 2025 these interest rate derivatives had maturity dates ranging from July 2025 to January 2037.

Mortgage Banking Derivatives—These derivatives include interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. It is the Company’s practice to enter into forward commitments for the future delivery of a portion of its residential mortgage loan production when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on its commitments to fund the loans as well as on its portfolio of mortgage loans held-for-sale. The Company’s mortgage banking derivatives have not been designated as being in hedge relationships. At June 30, 2025 and December 31, 2024, the Company had interest rate lock commitments with an aggregate notional amount of approximately $201.0 million and $120.7 million, and forward commitments to sell mortgage loans with an aggregate notional amount of approximately $467.9 million and $377.5 million, respectively. The fair values of these derivatives were estimated based on changes in mortgage rates from the dates of the commitments. Changes in the fair value of these mortgage banking derivatives are included in mortgage banking revenue.

Commodity Derivatives—The Company has commodity forward contracts resulting from a service the Company provides to certain qualified borrowers. The Company’s banking subsidiaries execute certain derivative products directly with qualified commercial borrowers to facilitate their respective risk management strategies. For example, these arrangements allow the Company’s commercial borrowers to effectively purchase or sell a given commodity at an agreed-upon price on an agreed-upon settlement date. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. At June 30, 2025 and December 31, 2024, the Company had commodity derivative transactions with an aggregate notional amount of approximately $2.1 million and $5.2 million, respectively, (all forward contracts with customers and third parties) related to this program. At June 30, 2025, these commodity derivatives had maturity dates ranging from July 2025 to October 2027.

Foreign Currency Derivatives—The Company has foreign currency derivative contracts resulting from a service the Company provides to certain qualified customers. The Company’s banking subsidiaries execute certain derivative products directly with qualified customers to facilitate their respective risk management strategies related to foreign currency fluctuations. For example, these arrangements allow the Company’s customers to effectively exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. As of June 30, 2025 and December 31, 2024, the Company held foreign currency derivatives with an aggregate notional amount of approximately $117.5 million and $97.1 million, respectively.

Table of Contents

Other Derivatives—Periodically, the Company will sell options to a bank or dealer for the right to purchase certain securities held within the banks’ investment portfolios (covered call options). These option transactions are designed to increase the total return associated with the investment securities portfolio. These options do not qualify as accounting hedges pursuant to ASC 815 and, accordingly, changes in the fair value of these contracts are recognized as other non-interest income. There were no covered call options outstanding as of June 30, 2025, December 31, 2024 or June 30, 2024.

Periodically, the Company will purchase options for the right to purchase securities not currently held within the banks’ investment portfolios or enter into interest rate swaps in which the Company elects to not designate such derivatives as hedging instruments. These option and swap transactions are designed primarily to economically hedge a portion of the fair value adjustments related to the Company’s mortgage servicing rights portfolio. The gain or loss associated with these derivative contracts are included in mortgage banking revenue. The Company held eight interest rate derivatives with an aggregate notional value of $330.0 million at June 30, 2025 and ten interest rate derivatives with an aggregate notional value of and $295.0 million at December 31, 2024, for such purpose of economically hedging a portion of the fair value adjustment related to its mortgage servicing rights portfolio.

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


(In thousands)		Three Months Ended				Six Months Ended
Derivative	Location in income statement	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Interest rate swaps and caps	Trading gains, net	$	85	$	(102)	$	(32)	$	493
Mortgage banking derivatives	Mortgage banking revenue	(324)		3,721		3,317		3,706
Commodity contracts	Trading gains, net	(37)		130		77		398
Foreign exchange contracts	Trading gains, net	65		11		73		19
Covered call options	Fees from covered call options	5,624		2,056		9,070		6,903
Derivative contract held as economic hedge on MSRs	Mortgage banking revenue	2,535		(772)		7,432		(3,349)

Credit Risk

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

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

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

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

Table of Contents

The Company has agreements with certain of its interest rate derivative counterparties that contain cross-default provisions, which provide that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain of its derivative counterparties that contain a provision allowing the counterparty to terminate the derivative positions if the Company fails to maintain its status as a well or adequately capitalized institution, which would require the Company to settle its obligations under the agreements. If the Company were to breach any of these provisions, at a time when the derivatives subject to such agreements are in a liability position, and the derivatives were to be terminated as a result, the Company would be required to settle its obligations under the agreements at the termination value and would be required to pay any additional amounts due in excess of amounts previously posted as collateral with the respective counterparty. As of June 30, 2025, there were $45,000 of derivatives that were subject to such agreements in a net liability position.

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


	Derivative Assets						Derivative Liabilities
	Fair Value						Fair Value
(In thousands)	June 30, 2025		December 31, 2024		June 30, 2024		June 30, 2025		December 31, 2024		June 30, 2024
Gross Amounts Recognized	$	207,802	$	194,883	$	235,485	$	153,743	$	239,970	$	313,982


Gross amounts not offset in the Statements of Condition
Offsetting Derivative Positions	(68,680)		(74,656)		(114,662)		(68,680)		(74,656)		(114,662)
Collateral Posted	(67,753)		(78,550)		(85,762)		—		—		—
Net Credit Exposure	$	71,369	$	41,677	$	35,061	$	85,063	$	165,314	$	199,320

(15) Fair Value of Assets and Liabilities

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

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

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

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

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

Available-for-sale debt securities, trading account securities and equity securities with readily determinable fair value—Fair values for available-for-sale debt securities, trading account securities and equity securities with readily determinable fair value are typically based on prices obtained from independent pricing vendors. Securities measured with these valuation techniques are generally classified as Level 2 of the fair value hierarchy. Typically, standard inputs such as benchmark yields, reported trades for similar securities, issuer spreads, benchmark securities, bids, offers and reference data including market research publications are used to determine the fair value of these securities. When these inputs are not available, broker/dealer quotes may be obtained by the vendor to determine the fair value of the security. We review the vendor’s pricing methodologies to determine if observable market information is being used, versus unobservable inputs. Fair value measurements using

Table of Contents

significant inputs that are unobservable in the market due to limited activity or a less liquid market are classified as Level 3 in the fair value hierarchy. The fair value of U.S. Treasury securities and certain equity securities with readily determinable fair value are based on unadjusted quoted prices in active markets for identical securities. As such, these securities are classified as Level 1 in the fair value hierarchy.

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

At June 30, 2025, the Company classified $116.1 million of municipal securities as Level 3. These municipal securities are bond issues for various municipal government entities primarily located in the Chicago metropolitan area, southern Wisconsin and west Michigan and are privately placed, non-rated bonds without CUSIP numbers. The Company’s methodology for pricing these securities focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated investment debt security, the Investment Operations Department references a rated, publicly issued bond by the same issuer if available. A reduction is then applied to the rating obtained from the comparable bond, as the Company believes if liquidated, a non-rated bond would be valued less than a similar bond with a verifiable rating. The reduction applied by the Company is one complete rating grade (i.e. a “AA” rating for a comparable bond would be reduced to “A” for the Company’s valuation). For bond issues without comparable bond proxies, a rating of “BBB” was assigned. In the second quarter of 2025, all of the ratings derived by the Investment Operations Department using the above process were “BBB” or better. The fair value measurement noted above is sensitive to the rating input, as a higher rating typically results in an increased valuation. The remaining pricing inputs used in the bond valuation are observable. Based on the rating determined in the above process, Investment Operations obtains a corresponding current market yield curve available to market participants. Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets. Certain municipal bonds held by the Company at June 30, 2025 are continuously callable. When valuing these bonds, the fair value is capped at par value as the Company assumes a market participant would not pay more than par for a continuously callable bond.

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

At June 30, 2025, the Company classified $27.2 million of certain delinquent mortgage loans held-for-sale as Level 3. For such delinquent loans in which investor interest may be limited, the Company estimates fair value by discounting future scheduled cash flows for the specific loan through its life, adjusted for estimated credit losses. The Company uses a discount rate based on prevailing market coupon rates on loans with similar characteristics. The assumed weighted average discount rate used as an input to value these loans at June 30, 2025 was 5.44%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. Additionally, the weighted average credit discount used as an input to value the specific loans was 0.80% with credit loss discount ranging from 0%-24% at June 30, 2025.

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

The fair value for certain loans in which the Company previously elected the fair value option is estimated by discounting future scheduled cash flows for the specific loan through maturity, adjusted for estimated credit losses and prepayment or life assumptions. These loans primarily consist of early buyout loans guaranteed by U.S. government agencies that are delinquent and, as a result, investor interest may be limited. The Company uses a discount rate based on the actual coupon rate of the underlying loan. At June 30, 2025, the Company classified $53.0 million of loans held-for-investment carried at fair value as Level 3. The assumed weighted average discount rate used as an input to value these loans at June 30, 2025 was 5.49%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. As noted above, the fair value estimate also includes assumptions of prepayment speeds and average life as well as credit losses. The weighted average prepayments speed used as an input to value current loans was 9.34% at June 30, 2025. Prepayment speeds are inversely related to the fair value of these loans as an increase in prepayment speeds results in a decreased valuation. For delinquent loans in which performance is not assumed and there is a higher probability of resolution of the loan ending in foreclosure, the weighted average life of such loans was 5.7 years. Average life is inversely related to the fair value of these loans as an increase in estimated life results in a decreased valuation. Additionally, the weighted average credit discount used as an input to value the specific loans was 1.26% with credit loss discounts ranging from 0%-18% at June 30, 2025.

Table of Contents

MSRs—Fair value for MSRs is determined utilizing a valuation model which calculates the fair value of each servicing right based on the present value of estimated future cash flows. The Company uses a discount rate commensurate with the risk associated with each servicing right, given current market conditions. At June 30, 2025, the Company classified $193.1 million of MSRs as Level 3. The weighted average discount rate used as an input to value the pool of MSRs at June 30, 2025 was 10.43% with discount rates applied ranging from 5%-27%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. The fair value of MSRs was also estimated based on other assumptions including prepayment speeds and the cost to service. Prepayment speeds ranged from 0%-91% or a weighted average prepayment speed of 9.34%. Further, for current and delinquent loans, the Company assumed a weighted average cost of servicing of $76 and $390, respectively, per loan. Prepayment speeds and the cost to service are both inversely related to the fair value of MSRs as an increase in prepayment speeds or the cost to service results in a decreased valuation. See Note (9) “Mortgage Servicing Rights (“MSRs”)” in Item 1 of this report for further discussion of MSRs.

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

At June 30, 2025, the Company classified $5.5 million of derivative assets related to interest rate locks as Level 3. The fair value of interest rate locks is based on prices obtained for loans with similar characteristics from third parties, adjusted for the pull-through rate, which represents the Company’s best estimate of the likelihood that a committed loan will ultimately fund. The weighted-average pull-through rate at June 30, 2025 was 80.62% with pull-through rates applied ranging from 3% to 100%. Pull-through rates are directly related to the fair value of interest rate locks as an increase in the pull-through rate results in an increased valuation.

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

Table of Contents

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


	June 30, 2025
(In thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	13,018	$	13,018	$	—	$	—
U.S. government agencies	45,824		—		45,824		—
Municipal	180,644		—		64,569		116,075
Corporate notes	79,799		—		79,799		—
Mortgage-backed	4,566,430		—		4,566,430		—
Trading account securities	—		—		—		—
Equity securities with readily determinable fair value	273,722		265,656		8,066		—
Mortgage loans held-for-sale	299,606		—		272,438		27,168
Loans held-for-investment	136,884		—		83,847		53,037
MSRs	193,061		—		—		193,061
Nonqualified deferred compensation assets	17,283		—		17,283		—
Derivative assets	221,106		—		215,558		5,548
Total	$	6,027,377	$	278,674	$	5,353,814	$	394,889
Derivative liabilities	$	161,402	$	—	$	161,402	$	—


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


	June 30, 2024
(In thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	102,712	$	102,712	$	—	$	—
U.S. government agencies	45,192		—		45,192		—
Municipal	146,608		—		50,816		95,792
Corporate notes	77,975		—		77,975		—
Mortgage-backed	3,957,470		—		3,957,470		—
Trading account securities	4,134		—		4,134		—
Equity securities with readily determinable fair value	112,173		104,107		8,066		—
Mortgage loans held-for-sale	411,851		—		371,306		40,545
Loans held-for-investment	135,834		—		90,113		45,721
MSRs	204,610		—		—		204,610
Nonqualified deferred compensation assets	16,041		—		16,041		—
Derivative assets	243,860		—		239,065		4,795
Total	$	5,458,460	$	206,819	$	4,860,178	$	391,463
Derivative liabilities	$	317,659	$	—	$	317,659	$	—

Table of Contents

The aggregate remaining contractual principal balance outstanding as of June 30, 2025, December 31, 2024 and June 30, 2024 for mortgage loans held-for-sale measured at fair value under ASC 825 was $313.4 million, $335.9 million and $414.1 million, respectively, while the aggregate fair value of mortgage loans held-for-sale was $299.6 million, $331.3 million and $411.9 million, for the same respective periods, as shown in the above tables. At June 30, 2025, $200,000 of mortgage loans held-for-sale were classified as nonaccrual compared to $4.0 million as of December 31, 2024 and $2.1 million as of June 30, 2024. Additionally, there were $27.5 million of loans past due greater than 90 days and still accruing in the mortgage loans held-for-sale portfolio as of June 30, 2025 compared to $59.3 million as of December 31, 2024 and $39.4 million as of June 30, 2024. All of the nonaccrual loans and loans past due greater than 90 days and still accruing within the mortgage loans held-for-sale portfolio at June 30, 2025, December 31, 2024, and June 30, 2024 were individual delinquent mortgage loans bought back from GNMA at the unconditional option of the Company as servicer for those loans.

The aggregate remaining contractual principal balance outstanding as of June 30, 2025, December 31, 2024 and June 30, 2024 for loans held-for-investment measured at fair value under ASC 825 was $136.1 million, $157.8 million and $136.1 million, respectively, while the aggregate fair value of loans held-for-investment was $136.9 million, $158.8 million and $135.8 million, respectively, as shown in the above tables.

The changes in Level 3 assets measured at fair value on a recurring basis during the three and six months ended June 30, 2025 and 2024 are summarized as follows:


			Mortgage loans held-for-sale		Loans held-for- investment		Mortgage servicing rights		Derivative assets
(In thousands)	Municipal
Balance at April 1, 2025	$	121,844	$	56,324	$	34,002	$	196,307	$	5,493
Total net (losses) gains included in:
Net income (1)	—		479		565		(3,246)		55
Other comprehensive income or loss	(2,353)		—		—		—		—
Purchases	—		—		—		—		—


Settlements	(3,416)		(44,819)		(7,778)		—		—
Net transfers into Level 3	—		15,184		26,248		—		—
Balance at June 30, 2025	$	116,075	$	27,168	$	53,037	$	193,061	$	5,548


			Mortgage loans held-for-sale		Loans held-for- investment		Mortgage servicing rights		Derivative assets
(In thousands)	Municipal
Balance at April 1, 2024	$	88,219	$	33,726	$	49,317	$	201,044	$	6,212
Total net (losses) gains included in:
Net income (1)	—		205		66		3,566		(1,417)
Other comprehensive income or loss	(680)		—		—		—		—
Purchases	9,682		—		—		—		—


Settlements	(1,429)		(10,269)		(7,709)		—		—
Net transfers into Level 3	—		16,883		4,047		—		—
Balance at June 30, 2024	$	95,792	$	40,545	$	45,721	$	204,610	$	4,795

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

Table of Contents


			Mortgage loans held-for-sale		Loans held-for- investment		Mortgage servicing rights		Derivative Assets
(In thousands)	Municipal
Balance at January 1, 2025	$	121,607	$	60,399	$	34,896	$	203,788	$	1,950
Total net (losses) gains included in:
Net income (1)	—		1,452		836		(10,727)		3,598
Other comprehensive income or loss	(7,431)		—		—		—		—
Purchases	15,282		—		—		—		—
Issuances	—		—		—		—		—
Sales	—		—		—		—		—
Settlements	(13,383)		(69,420)		(12,725)		—		—
Net transfers into Level 3	—		34,737		30,030		—		—
Balance at June 30, 2025	$	116,075	$	27,168	$	53,037	$	193,061	$	5,548


			Mortgage loans held-for-sale		Loans held-for- investment		Mortgage servicing rights		Derivative Assets
(In thousands)	Municipal
Balance at January 1, 2024	$	86,237	$	26,835	$	60,670	$	192,456	$	4,510
Total net (losses) gains included in:
Net income (1)	—		272		(251)		12,154		285
Other comprehensive income or loss	(2,668)		—		—		—		—
Purchases	18,066		—		—		—		—

Sales	—		—		—		—		—
Settlements	(5,843)		(20,609)		(23,512)		—		—
Net transfers into Level 3	—		34,047		8,814		—		—
Balance at June 30, 2024	$	95,792	$	40,545	$	45,721	$	204,610	$	4,795

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

Also, the Company may be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with GAAP. These adjustments to fair value usually result from impairment charges on individual assets. For assets measured at fair value on a non-recurring basis that were still held in the balance sheet at the end of the period, the following table provides the carrying value of the related individual assets or portfolios at June 30, 2025:


	June 30, 2025								Three Months Ended June 30, 2025 Fair Value Losses Recognized, net		Six Months Ended June 30, 2025 Fair Value Losses Recognized, net
(In thousands)	Total		Level 1		Level 2		Level 3
Individually assessed loans - foreclosure probable and collateral-dependent	$	143,486	$	—	$	—	$	143,486	$	11,075	$	21,155
Other real estate owned (1)	23,615		—		—		23,615		325		816
Total	$	167,101	$	—	$	—	$	167,101	$	11,400	$	21,971

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

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

Table of Contents

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs of individually assessed loans. For more information on individually assessed loans refer to Note (7) “Allowance for Credit Losses” in Item 1 of this report. At June 30, 2025, the Company had $143.5 million of individually assessed loans classified as Level 3. All of the $143.5 million of individually assessed loans were measured at fair value based on the underlying collateral of the loan as shown in the table above.

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

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs for other real estate owned. At June 30, 2025, the Company had $23.6 million of other real estate owned classified as Level 3. The unobservable input applied to other real estate owned relates to the 10% reduction to the appraisal value representing the estimated cost of sale of the foreclosed property. A higher discount for the estimated cost of sale results in a decreased carrying value.

The valuation techniques and significant unobservable inputs used to measure both recurring and non-recurring Level 3 fair value measurements at June 30, 2025 were as follows:

(Dollars in thousands)

Fair Value

Valuation Methodology

Significant Unobservable Input

Input / Range of Inputs

Weighted
Average
of Inputs

Impact to valuation
from an increased or
higher input value

Measured at fair value on a recurring basis:

Municipal securities

116,075

Bond pricing

Equivalent rating

BBB-AA+

N/A

Increase

Mortgage loans held-for-sale

27,168

Discounted cash flows

Discount rate

5.44%

Decrease

Credit discount

0% - 24%

0.80%

Decrease

Loans held-for-investment

53,037

Discounted cash flows

Discount rate

5.44% - 6.38%

5.49%

Decrease

Credit discount

0% - 18%

1.26%

Decrease

Constant prepayment rate (CPR) - current loans

9.34%

Decrease

Average life - delinquent loans (in years)

1.2 years - 11.5 years

5.7 years

Decrease

MSRs

193,061

Discounted cash flows

Discount rate

5% - 27%

10.43%

Decrease

Constant prepayment rate (CPR)

0% - 91%

9.34%

Decrease

Cost of servicing

$70 - $200

Decrease

Cost of servicing - delinquent

$200 - 1,000

390

Decrease

Derivatives

5,548

Discounted cash flows

Pull-through rate

3% - 100%

80.62

Increase

Measured at fair value on a non-recurring basis:

Individually assessed loans - foreclosure probable and collateral-dependent

143,486

Appraisal value

Appraisal adjustment - cost of sale

10%

10.00%

Decrease

Other real estate owned

23,615

Appraisal value

Appraisal adjustment - cost of sale

10%

10.00%

Decrease

Table of Contents

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


	At June 30, 2025				At December 31, 2024				At June 30, 2024
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(In thousands)	Value		Value		Value		Value		Value		Value
Financial Assets:
Cash and cash equivalents	$	695,564	$	695,564	$	458,536	$	458,536	$	415,524	$	415,524

Interest-bearing deposits with banks	4,569,618		4,569,618		4,409,753		4,409,753		2,824,314		2,824,314
Available-for-sale securities	4,885,715		4,885,715		4,141,482		4,141,482		4,329,957		4,329,957
Held-to-maturity securities	3,502,186		2,869,415		3,613,263		2,910,550		3,755,924		3,060,467
Trading account securities	—		—		4,072		4,072		4,134		4,134
Equity securities with readily determinable fair value	273,722		273,722		215,412		215,412		112,173		112,173
FHLB and FRB stock, at cost	282,087		282,087		281,407		281,407		256,495		256,495
Brokerage customer receivables	—		—		18,102		18,102		13,682		13,682
Mortgage loans held-for-sale, at fair value	299,606		299,606		331,261		331,261		411,851		411,851
Loans held-for-investment, at fair value	136,884		136,884		158,795		158,795		135,834		135,834
Loans held-for-investment, at amortized cost	50,904,795		50,121,351		47,896,242		47,070,249		44,539,697		43,461,319
Nonqualified deferred compensation assets	17,283		17,283		16,653		16,653		16,041		16,041
Derivative assets	221,106		221,106		200,027		200,027		243,860		243,860
Accrued interest receivable and other	576,813		576,813		563,625		563,625		505,504		505,504
Total financial assets	$	66,365,379	$	64,949,164	$	62,308,630	$	60,779,924	$	57,564,990	$	55,791,155
Financial Liabilities:
Non-maturity deposits	$	45,484,115	$	45,484,115	$	43,092,318	$	43,092,318	$	38,778,256	$	38,778,256
Deposits with stated maturities	10,332,696		10,319,942		9,420,031		9,423,976		9,270,770		9,248,374
FHLB advances	3,151,309		3,185,868		3,151,309		3,153,524		3,176,309		3,195,138
Other borrowings	625,392		625,402		534,803		534,406		606,579		605,305
Subordinated notes	298,458		292,668		298,283		286,683		298,113		273,666
Junior subordinated debentures	253,566		253,573		253,566		253,588		253,566		253,571
Derivative liabilities	161,402		161,402		241,750		241,750		317,659		317,659
Accrued interest payable	57,470		57,470		48,364		48,364		66,373		66,373
Total financial liabilities	$	60,364,408	$	60,380,440	$	57,040,424	$	57,034,609	$	52,767,625	$	52,738,342

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

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

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

Loans held-for-investment, at amortized cost — Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are analyzed by type (commercial, residential real estate, etc.) and category within each type (construction, non-construction, franchise lending etc.). Each category is further segmented by interest rate type (fixed and variable). The fair value of both fixed and variable rate loans is estimated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect credit and interest rate risks inherent in the loan. In accordance with ASC 820, the Company has categorized loans as a Level 3 fair value measurement.

Table of Contents

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

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

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

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

(16) Stock-Based Compensation Plans

As of June 30, 2025, approximately 2,179,000 shares were available for future grants, assuming the maximum number of shares are issued for the performance awards outstanding, approved under the Company Stock Incentive Plans (“the Plans”). Descriptions of the Plans are included in Note (18) “Stock Compensation Plans and Other Employee Benefit Plans” of the 2024 Form 10-K.

Stock-based compensation expense recognized in the Consolidated Statements of Income was $10.2 million in the second quarter of 2025 and $9.0 million in the second quarter of 2024, and $20.6 million and $18.1 million in the six months ended June 30, 2025 and 2024, respectively.

A summary of the Plans’ stock option activity for the six months ended June 30, 2025 and June 30, 2024 is presented below:


Stock Options	Common Shares	Weighted Average Strike Price		Remaining Contractual Term (1)	Intrinsic Value (2) (in thousands)
Outstanding at January 1, 2025	10,825	$	43.76
Granted	—	—
Exercised	(5,150)	42.61
Forfeited or canceled	—	—
Outstanding at June 30, 2025	5,675	$	44.81	3.2	$	449
Exercisable at June 30, 2025	5,675	$	44.81	3.2	$	449


Stock Options	Common Shares	Weighted Average Strike Price		Remaining Contractual Term (1)	Intrinsic Value (2) (in thousands)
Outstanding at January 1, 2024	13,100	$	42.76

Granted	—	—
Exercised	(775)	32.26
Forfeited or canceled	—	—
Outstanding at June 30, 2024	12,325	$	43.42	4.0	$	680
Exercisable at June 30, 2024	12,325	$	43.42	4.0	$	680

(1)Represents the remaining weighted average contractual life in years.

(2)Aggregate intrinsic value represents the total pre-tax intrinsic value (i.e., the difference between the Company’s stock price on the last trading day of the quarter and the option exercise price, multiplied by the number of shares) that would have been received by the option holders if they had exercised their options on the last day of the quarter. Options with exercise prices above the stock price on the last trading day of the quarter are excluded from the calculation of intrinsic value. The intrinsic value will change based on the fair market value of the Company’s stock.

The aggregate intrinsic value of options exercised during the six months ended June 30, 2025 and June 30, 2024, was approximately $467,000 and $50,000, respectively. Cash received from option exercises under the Plans for the six months ended June 30, 2025 and June 30, 2024 was approximately $220,000 and $25,000, respectively.

Table of Contents

A summary of the Plans’ restricted share activity for the six months ended June 30, 2025 and June 30, 2024 is presented below:


	Six months ended June 30, 2025			Six months ended June 30, 2024
Restricted Shares	Common Shares	Weighted Average Grant-Date Fair Value		Common Shares	Weighted Average Grant-Date Fair Value
Outstanding at January 1	880,866	$	90.95	746,123	$	79.60
Granted	254,059	133.14		389,198	99.50
Vested and issued	(201,993)	94.27		(228,719)	69.54
Forfeited or canceled	(17,703)	106.93		(7,893)	91.47
Outstanding at June 30	915,229	$	101.62	898,709	$	90.68
Vested, but deferred, at June 30	101,426	$	55.02	99,844	$	53.98

A summary of the Plans’ performance-based stock award activity, based on the target level of the awards, for the six months ended June 30, 2025 and June 30, 2024 is presented below:


	Six months ended June 30, 2025			Six months ended June 30, 2024
Performance-based Stock	Common Shares	Weighted Average Grant-Date Fair Value		Common Shares	Weighted Average Grant-Date Fair Value
Outstanding at January 1	454,017	$	93.57	553,026	$	79.69
Granted	87,844	134.58		96,952	58.78
Added by performance factor at vesting	75,461	96.51		111,304	100.44
Vested and issued	(230,957)	95.26		(295,644)	58.69
Forfeited or canceled	(7,376)	104.88		(3,154)	95.94
Outstanding at June 30	378,989	$	102.41	462,484	$	93.61
Vested, but deferred, at June 30	13,231	$	40.53	21,593	$	43.95

Table of Contents

(17) Accumulated Other Comprehensive Income or Loss and Earnings Per Share

Accumulated Other Comprehensive Income or Loss

The following tables summarize the components of other comprehensive income or loss, including the related income tax effects, and the related amount reclassified to net income for the periods presented:


(In thousands)	Accumulated Unrealized (Losses) Gains on Securities		Accumulated Unrealized Gains (Losses) on Derivative Instruments		Accumulated Foreign Currency Translation Adjustments		Total Accumulated Other Comprehensive (Loss) Income
Balance at April 1, 2025	$	(373,994)	$	31,747	$	(67,768)	$	(410,015)
Other comprehensive income during the period, net of tax, before reclassifications	3,970		18,555		17,583		40,108
Amount reclassified from accumulated other comprehensive income or loss into net income, net of tax	64		3,618		—		3,682
Amount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax	(8)		—		—		(8)
Net other comprehensive income during the period, net of tax	$	4,026	$	22,173	$	17,583	$	43,782
Balance at June 30, 2025	$	(369,968)	$	53,920	$	(50,185)	$	(366,233)

Balance at January 1, 2025	$	(429,580)	$	(11,227)	$	(67,528)	$	(508,335)
Other comprehensive income during the period, net of tax, before reclassifications	59,341		57,277		17,343		133,961
Amount reclassified from accumulated other comprehensive income or loss into net income, net of tax	287		7,870		—		8,157
Amount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax	(16)		—		—		(16)
Net other comprehensive income during the period, net of tax	$	59,612	$	65,147	$	17,343	$	142,102
Balance at June 30, 2025	$	(369,968)	$	53,920	$	(50,185)	$	(366,233)



Balance at April 1, 2024	$	(408,002)	$	(28,329)	$	(48,817)	$	(485,148)
Other comprehensive loss during the period, net of tax, before reclassifications	(15,275)		(23,070)		(2,905)		(41,250)
Amount reclassified from accumulated other comprehensive income or loss into net income, net of tax	(885)		15,095		—		14,210
Amount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax	(10)		—		—		(10)
Net other comprehensive loss during the period, net of tax	$	(16,170)	$	(7,975)	$	(2,905)	$	(27,050)
Balance at June 30, 2024	$	(424,172)	$	(36,304)	$	(51,722)	$	(512,198)

Balance at January 1, 2024	$	(350,697)	$	32,049	$	(42,583)	$	(361,231)
Other comprehensive loss during the period, net of tax, before reclassifications	(72,562)		(98,024)		(9,139)		(179,725)
Amount reclassified from accumulated other comprehensive income or loss into net income, net of tax	(866)		29,671		—		28,805
Amount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax	(47)		—		—		(47)
Net other comprehensive loss during the period, net of tax	$	(73,475)	$	(68,353)	$	(9,139)	$	(150,967)
Balance at June 30, 2024	$	(424,172)	$	(36,304)	$	(51,722)	$	(512,198)

Table of Contents


(In thousands)	Amount Reclassified from Accumulated Other Comprehensive Income or Loss for the
Details Regarding the Component of Accumulated Other Comprehensive Income or Loss	Three Months Ended				Six Months Ended				Impacted Line on the Consolidated Statements of Income
	June 30,				June 30,
	2025		2024		2025		2024
Accumulated unrealized (losses) gains on securities
Gains included in net income	$	(87)	$	1,204	$	(388)	$	1,178	Gains (losses) on investment securities, net
	(87)		1,204		(388)		1,178		Income before taxes
Tax effect	23		(319)		101		(312)		Income tax expense
Net of tax	$	(64)	$	885	$	(287)	$	866	Net income

Accumulated unrealized gains on derivative instruments
Amount reclassified to interest income on loans	$	8,215	$	23,849	$	17,286	$	48,324	Interest on Loans
Amount reclassified to interest expense on deposits	(3,325)		(3,325)		(6,650)		(7,982)		Interest on deposits


	(4,890)		(20,524)		(10,636)		(40,342)		Income before taxes
Tax effect	1,272		5,429		2,766		10,671		Income tax expense
Net of tax	$	(3,618)	$	(15,095)	$	(7,870)	$	(29,671)	Net income

Earnings per Share

The following table shows the computation of basic and diluted earnings per share for the periods indicated:


		Three Months Ended				Six Months Ended
(Dollars in thousands, except per share data)		June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net income		$	195,527	$	152,388	$	384,566	$	339,682
Less: Preferred stock dividends		6,991		6,991		13,982		13,982
Net income applicable to common shares	(A)	$	188,536	$	145,397	$	370,584	$	325,700

Weighted average common shares outstanding	(B)	66,931		61,839		66,829		61,660
Effect of dilutive potential common shares
Common stock equivalents		888		926		903		901
Weighted average common shares and effect of dilutive potential common shares	(C)	67,819		62,765		67,732		62,561
Net income per common share:
Basic	(A/B)	$	2.82	$	2.35	$	5.55	$	5.28
Diluted	(A/C)	$	2.78	$	2.32	$	5.47	$	5.21

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

At the January 2025 meeting of the Board of Directors of the Company (the “Board of Directors”), a quarterly cash dividend of $0.50 per share ($2.00 on an annualized basis) was declared. It was paid on February 20, 2025 to shareholders of record as of February 6, 2025. At the April 2025 meeting of the Board of Directors, a quarterly cash dividend of $0.50 per share ($2.00 on an annualized basis) was declared. It was paid on May 22, 2025 to shareholders of record as of May 8, 2025.

Table of Contents

(18) Subsequent Events

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

The redemptions were 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 (see “Shareholders’ Equity” for further detail).

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition of Wintrust Financial Corporation and its subsidiaries (collectively, “Wintrust” or the “Company”) as of June 30, 2025 compared with December 31, 2024 and June 30, 2024, and the results of operations for the three and six month periods ended June 30, 2025 and June 30, 2024, should be read in conjunction with the unaudited consolidated financial statements and notes contained in this report and the risk factors discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”) and in Part II, Item 1A, of this Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties and, as such, future results could differ significantly from management’s current expectations. See the last section of this discussion for further information on forward-looking statements.

Introduction

Wintrust is a financial holding company that provides traditional community and commercial banking services and offers a full array of wealth management services, primarily to customers in the Chicago metropolitan area, southern Wisconsin, northwest Indiana, and west Michigan, and operates other financing businesses on a national basis and in Canada through several non-bank businesses.

Overview

Second Quarter Highlights

The Company recorded net income of $195.5 million for the second quarter of 2025 compared to $152.4 million in the second quarter of 2024. The results for the second quarter of 2025 demonstrate increased net interest income due to growth in earning assets as well as the Company’s ability to navigate disruptions in the current economic environment during the period due to the Company’s strong deposit franchise and balanced business model. Partially offsetting the increase in net interest income was an increase in non-interest expense. The increase in non-interest expense was a result of additional expenses to support organic growth as well as the impact from the Macatawa acquisition. Comprehensive income includes 1) net income as presented on the Company’s Consolidated Statements of Income and 2) other comprehensive income or loss from unrealized gains and losses on the Company’s available-for-sale investment securities portfolios and derivative contracts designated as cash flow hedges as well as foreign currency translation adjustments. Comprehensive income totaled $239.3 million for the second quarter of 2025 compared to $125.3 million for the second quarter of 2024.

The Company increased its loan portfolio from $44.7 billion at June 30, 2024 and $48.1 billion at December 31, 2024 to $51.0 billion at June 30, 2025. The increase in the current period compared to the prior periods was a result of growth in several portfolios, including the commercial, commercial real estate, residential real estate loans held for investment portfolios, and insurance premium finance receivable portfolios. For more information regarding changes in the Company’s loan portfolio, see Financial Condition – Interest Earning Assets and Note (6) “Loans” of the Consolidated Financial Statements in Item 1 of this report.

Table of Contents

The Company recorded net interest income of $546.7 million in the second quarter of 2025 compared to $470.6 million in the second quarter of 2024. This increase in net interest income recorded in the second quarter of 2025 compared to the second quarter of 2024 resulted primarily from growth in earning assets, specifically a $5.7 billion increase in average loans. Net interest margin was 3.52% (3.54% on a fully taxable-equivalent basis, non-GAAP) in the second quarter of 2025 compared to 3.50% (3.52% on a fully taxable-equivalent basis, non-GAAP) in the second quarter of 2024. The increase in net interest margin is primarily due to a reduction in funding cost, primarily related to the rate paid on interest-bearing liabilities, most notably interest-bearing deposits, junior subordinated debentures and other borrowings. This was partially offset by a decline in loan and other earning assets yields along with a decline in the net free funds contribution (see “Net Interest Income” for further detail).

Non-interest income totaled $124.1 million in the second quarter of 2025 compared to $121.1 million in the second quarter of 2024. The increase is primarily due to an increase on gains recognized on investment securities of $4.9 million and an increase of service charges on deposit accounts of $4.0 million in the second quarter of 2025 compared to the second quarter of 2024 . This was partially offset by a decrease in mortgage banking revenue of $6.0 million (see “Non-Interest Income” for further detail).

Non-interest expense totaled $381.5 million in the second quarter of 2025, an increase of $41.1 million, or 12%, compared to the second quarter of 2024. This increase compared to the second quarter of 2024 was primarily attributable to increased salaries and employee benefits of $21.0 million, increased software and equipment expenses of $7.3 million and increased amortization of other acquisition-related intangible assets of $4.5 million. (see “Non-Interest Expense” for further detail).

Management considers the maintenance of adequate liquidity to be important to the management of risk. Accordingly, during the second quarter of 2025, the Company continued its practice of maintaining appropriate funding capacity to provide the Company with adequate liquidity for its ongoing operations. 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, including the Company’s issuance of an additional series of preferred stock during the second quarter of 2025. See “Shareholders’ Equity”, “Deposits” and “Other Funding Sources” for additional information regarding liquidity sources.

Table of Contents

RESULTS OF OPERATIONS

Earnings Summary

The Company’s key operating measures and growth rates for the three and six months ended June 30, 2025, as compared to the same period last year, are shown below:


	Three Months Ended
(Dollars in thousands, except per share data)	June 30, 2025			June 30, 2024			Percentage (%) or Basis Point (bp) Change
Net income	$	195,527		$	152,388		28	%
Pre-tax income, excluding provision for credit losses (non-GAAP) (1)	289,322			251,404			15

Net income per common share—Diluted	2.78			2.32			20
Net revenue (2)	670,783			591,757			13
Net interest income	546,694			470,610			16
Net interest margin	3.52		%	3.50		%	2	bps
Net interest margin - fully taxable-equivalent (non-GAAP) (1)	3.54			3.52			2
Net overhead ratio (3)	1.57			1.53			4

Return on average assets	1.19			1.07			12
Return on average common equity	12.07			11.61			46
Return on average tangible common equity (non-GAAP) (1)	14.44			13.49			95


	Six months ended
(Dollars in thousands, except per share data)	June 30, 2025			June 30, 2024			Percentage (%) or Basis Point (bp) Change
Net income	$	384,566		$	339,682		13	%
Pre-tax income, excluding provision for credit losses (non-GAAP) (1)	566,340			523,033			8


Net income per common share—Diluted	5.47			5.21			5
Net revenue (2)	1,313,891			1,196,531			10
Net interest income	1,073,168			934,804			15
Net interest margin	3.53		%	3.53		%	—	bps
Net interest margin - fully taxable-equivalent (non-GAAP) (1)	3.55			3.56			(1)
Net overhead ratio (3)	1.57			1.46			11

Return on average assets	1.19			1.21			(2)
Return on average common equity	12.14			13.01			(87)
Return on average tangible common equity (non-GAAP) (1)	14.57			15.12			(55)
At end of period
Total assets	$	68,983,318		$	59,781,516		15	%
Total loans, excluding loans held-for-sale	51,041,679			44,675,531			14
Total loans, including loans held-for-sale	51,341,285			45,087,382			14
Total deposits	55,816,811			48,049,026			16
Total shareholders’ equity	7,225,696			5,536,628			31


Book value per common share (1)	95.43			82.97			15
Tangible common book value per share (1)	81.86			72.01			14
Market price per common share	123.98			98.56			26

Allowance for loan and unfunded lending-related commitment losses to total loans	0.90		%	0.98		%	(8)	bps

(1)See following section titled “Supplemental Non-GAAP Financial Measures/Ratios” for additional information on this performance measure/ratio.

(2)Net revenue is net interest income plus non-interest income.

(3)The net overhead ratio is calculated by netting total non-interest expense and total non-interest income, annualizing this amount, and dividing by that period’s total average assets. A lower ratio indicates a higher degree of efficiency.

Certain returns, yields, performance ratios, and quarterly growth rates are “annualized” throughout this report to represent an annual time period. This is done for analytical purposes to better discern for decision-making purposes underlying performance trends when compared to full-year or year-over-year amounts. For example, balance sheet growth rates are most often expressed in terms of an annual rate. As such, 5% growth during a quarter would represent an annualized growth rate of 20%.

Table of Contents

SUPPLEMENTAL 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. However, certain non-GAAP performance measures and ratios are used by management to evaluate and measure the Company’s performance. These include taxable-equivalent net interest income (including its individual components), taxable-equivalent net interest margin (including its individual components), the taxable-equivalent efficiency ratio, tangible common equity ratio, tangible book value per common share, return on average tangible common equity and pre-tax income, excluding provision for credit losses. Management believes that these measures and ratios provide users of the Company’s financial information a more meaningful view of the performance of the Company’s interest-earning assets and interest-bearing liabilities and of the Company’s operating efficiency. Other financial holding companies may define or calculate these measures and ratios differently.

Management reviews yields on certain asset categories and the net interest margin of the Company and its banking subsidiaries on a fully taxable-equivalent (“FTE”) basis. In this non-GAAP presentation, net interest income is adjusted to reflect tax-exempt interest income on an equivalent before-tax basis using tax rates effective as of the end of the period. This measure ensures comparability of net interest income arising from both taxable and tax-exempt sources. Net interest income on a FTE basis is also used in the calculation of the Company’s efficiency ratio. The efficiency ratio, which is calculated by dividing non-interest expense by total taxable-equivalent net revenue (less securities gains or losses), measures how much it costs to produce one dollar of revenue. Securities gains or losses are excluded from this calculation to better match revenue from daily operations to operational expenses. Management considers the tangible common equity ratio and tangible book value per common share as useful measurements of the Company’s equity. The Company references the return on average tangible common equity as a measurement of profitability. Management considers pre-tax income, excluding provision for credit losses as a useful measurement of the Company’s core net income.

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 is shown below:

Table of Contents


	Three Months Ended									Six Months Ended
	June 30,			March 31,			June 30,			June 30,			June 30,
(Dollars and shares in thousands)	2025			2025			2024			2025			2024
Reconciliation of Non-GAAP Net Interest Margin and Efficiency Ratio:
(A) Interest Income (GAAP)	$	920,908		$	886,965		$	849,979		$	1,807,873		$	1,655,492
Taxable-equivalent adjustment:
- Loans	2,200			2,206			2,305			4,406			4,551
- Liquidity management assets	680			690			567			1,370			1,117
- Other earning assets	—			3			3			3			8
(B) Interest Income (non-GAAP)	$	923,788		$	889,864		$	852,854		$	1,813,652		$	1,661,168
(C) Interest Expense (GAAP)	374,214			360,491			379,369			734,705			720,688
(D) Net Interest Income (GAAP) (A minus C)	546,694			526,474			470,610			1,073,168			934,804
(E) Net Interest Income, fully taxable-equivalent (non-GAAP) (B minus C)	549,574			529,373			473,485			1,078,947			940,480

Net interest margin (GAAP)	3.52		%	3.54		%	3.50		%	3.53		%	3.53		%
Net interest margin, fully taxable-equivalent (non-GAAP)	3.54			3.56			3.52			3.55			3.56
(F) Non-interest income	$	124,089		$	116,634		$	121,147		$	240,723		$	261,727
(G) Gains (losses) on investment securities, net	650			3,196			(4,282)			3,846			(2,956)
(H) Non-interest expense	381,461			366,090			340,353			747,551			673,498
Efficiency ratio (H/(D+F-G))	56.92		%	57.21		%	57.10		%	57.06		%	56.15		%
Efficiency ratio (non-GAAP) (H/(E+F-G))	56.68			56.95			56.83			56.81			55.88

Reconciliation of Non-GAAP Tangible Common Equity Ratio:
Total shareholders’ equity (GAAP)	$	7,225,696		$	6,600,537		$	5,536,628

Less: Non-convertible preferred stock (GAAP)	(837,500)			(412,500)			(412,500)
Less: Acquisition-related intangible assets (GAAP)	(908,639)			(913,004)			(676,562)
(I) Total tangible common shareholders’ equity (non-GAAP)	$	5,479,557		$	5,275,033		$	4,447,566
(J) Total assets (GAAP)	$	68,983,318		$	65,870,066		$	59,781,516
Less: Acquisition-related intangible assets (GAAP)	(908,639)			(913,004)			(676,562)
(K) Total tangible assets (non-GAAP)	$	68,074,679		$	64,957,062		$	59,104,954
Common equity to assets ratio (GAAP) (L/J)	9.3		%	9.4		%	8.6		%
Tangible common equity ratio (non-GAAP) (I/K)	8.0			8.1			7.5

Reconciliation of Non-GAAP Tangible Book Value per Common Share:
Total shareholders’ equity	$	7,225,696		$	6,600,537		$	5,536,628
Less: Preferred stock	(837,500)			(412,500)			(412,500)
(L) Total common equity	$	6,388,196		$	6,188,037		$	5,124,128
(M) Actual common shares outstanding	66,938			66,919			61,760
Book value per common share (L/M)	$	95.43		$	92.47		$	82.97
Tangible book value per common share (non-GAAP) (I/M)	81.86			78.83			72.01





Reconciliation of Non-GAAP Return on Average Tangible Common Equity:
(N) Net income applicable to common shares	$	188,536		$	182,048		$	145,397		$	370,584		$	325,700
Add: Acquisition-related intangible asset amortization	5,580			5,618			1,122			11,198			2,280
Less: Tax effect of acquisition-related intangible asset amortization	(1,495)			(1,421)			(311)			(2,923)			(602)
After-tax acquisition-related intangible asset amortization	$	4,085		$	4,197		$	811		$	8,275		$	1,678
(O) Tangible net income applicable to common shares (non-GAAP)	$	192,621		$	186,245		$	146,208		$	378,859		$	327,378
Total average shareholders’ equity	$	6,862,040		$	6,460,941		$	5,450,173		$	6,662,598		$	5,445,315
Less: Average preferred stock	(599,313)			(412,500)			(412,500)			(506,423)			(412,500)
(P) Total average common shareholders’ equity	$	6,262,727		$	6,048,441		$	5,037,673		$	6,156,175		$	5,032,815
Less: Average acquisition-related intangible assets	(910,924)			(916,069)			(677,207)			(913,483)			(677,969)
(Q) Total average tangible common shareholders’ equity (non-GAAP)	$	5,351,803		$	5,132,372		$	4,360,466		$	5,242,692		$	4,354,846
Return on average common equity, annualized (N/P)	12.07		%	12.21		%	11.61		%	12.14		%	13.01		%
Return on average tangible common equity, annualized (non-GAAP) (O/Q)	14.44			14.72			13.49			14.57			15.12


Reconciliation of Non-GAAP Pre-Tax, Pre-Provision Income:
Income before taxes	$	267,088	$	253,055	$	211,343	$	520,143	$	461,299
Add: Provision for credit losses	22,234		23,963		40,061		46,197		61,734
Pre-tax income, excluding provision for credit losses (non-GAAP)	$	289,322	$	277,018	$	251,404	$	566,340	$	523,033

Critical Accounting Estimates

The Company’s Consolidated Financial Statements are prepared in accordance with GAAP in the United States, prevailing practices of the banking industry, and the application of accounting policies of which are described in Note (1) “Summary of Significant Accounting Policies” to the Consolidated Financial Statements in Item 8 of the Company’s 2024 Form 10-K. These policies require numerous estimates and strategic or economic assumptions, which may prove inaccurate or subject to

Table of Contents

variations. Changes in underlying factors, assumptions or estimates could have a material impact on the Company’s future financial condition and results of operations. At June 30, 2025, management views critical accounting estimates to include the determination of the allowance for credit losses, estimations of fair value, the valuations required for impairment testing of goodwill, the valuation and accounting for derivative instruments and income taxes as the accounting areas that require the most subjective and complex judgments, and as such could be most subject to revision as new information becomes available. These estimates were reviewed with the Audit Committee of the Board of Directors.

Allowance for Credit Losses, including the Allowance for Loan Losses, Allowance for Losses on Lending-Related Commitments and Allowance for Held-to-Maturity Debt Securities

The allowance for credit losses represents management’s estimate of expected credit losses over the life of a financial asset carried at amortized cost. 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. At June 30, 2025, the loan and held-to-maturity debt securities portfolios represent 79% of the total assets on the Company’s consolidated balance sheet. The Company also maintains an allowance for lending-related commitments, specifically unfunded loan commitments and letters of credit, which relates to certain amounts the Company is committed to lend (not unconditionally cancelable) but for which funds have not yet been disbursed.

Key macroeconomic variable data points that are significant inputs into our credit loss models for the commercial and commercial real estate portfolios are the Baa corporate credit spread as well as the Dow Jones Total Stock Market Index specifically for the commercial portfolio and the Commercial Real Estate Price Index (“CREPI”) specifically related to the commercial real estate portfolio. The Dow Jones Total Stock Market Index is not a new macroeconomic variable used in the commercial loss model. This variable has always been a part of the expected credit loss model for commercial, however we have included the impact analysis due to the significant volatility experienced in this variable during the beginning of 2025. Holding all other inputs constant, the table below shows the impact of changes in these key macroeconomic variable data points on the estimate of allowance for credit losses.

Impact to estimated allowance for credit losses from an increased or higher input value

Baa Credit Spread

Increases

Dow Jones Total Stock Market Index

Decreases

CRE Price Index

Decreases

Holding all other inputs constant, the following table provides a sensitivity analysis for the commercial and commercial real estate portfolios based on a 20 basis point change in Baa credit spreads from the assumption utilized in the estimate of that portfolio’s allowance for credit losses at June 30, 2025:


Baa Credit Spread
	Narrows	Widens
Commercial	Decreases estimate by 10%-15%	Increases estimate by 10%-15%
Commercial Real Estate:
Construction	Decreases estimate by 15%-20%	Increases estimate by 15%-20%
Non-Construction	Decreases estimate by 5%-6%	Increases estimate by 5%-6%

Holding all other inputs constant, the following table provides a sensitivity analysis for the commercial portfolio based on a 10% change in the Dow Jones Total Stock Market Index from the assumption utilized in the estimate of that portfolio’s allowance for credit losses at June 30, 2025:


Dow Jones Total Stock Market Index
	Increases	Decreases
Commercial	Decreases estimate by 5%-10%	Increases estimate by 5%-10%

Table of Contents

Holding all other inputs constant, the following table provides a sensitivity analysis for the commercial real estate construction and non-construction portfolios based on a 10% change in CREPI from the assumption utilized in the estimate of that portfolio’s allowance for credit losses at June 30, 2025:


CRE Price Index
	Increases	Decreases
Commercial Real Estate:
Construction	Decreases estimate by 30%-35%	Increases estimate by 140%-145%
Non-Construction	Decreases estimate by 25%-30%	Increases estimate by 40%-45%

See Note (7) “Allowance for Credit Losses” to the Consolidated Financial Statements in Item 1 of this report and the section titled “Credit Quality” in Item 2 of this report for a description of the methodology used to determine the allowance for credit losses.

For a more detailed discussion on these critical accounting estimates, see “Summary of Critical Accounting Estimates” beginning on page 57 of the 2024 Form 10-K.

Net Income

Net income for the quarter ended June 30, 2025 totaled $195.5 million, an increase of $43.1 million, or 28%, compared to the quarter ended June 30, 2024. On a per share basis, net income for the second quarter of 2025 totaled $2.78 per diluted common share compared to $2.32 for the second quarter of 2024.

The increase in net income for the second quarter of 2025 as compared to the same period in the prior year is primarily attributable to increased net interest income and a lower provision for credit losses, partially offset by increased non-interest expense primarily due to increases in employees related to the growth of the Company, increased software and equipment expenses and amortization of intangible assets and other acquisition-related expenses that were not applicable in the same period in the prior year. See “Net Interest Income,” “Non-interest Income,” “Non-interest Expense” and “Credit Quality” for further detail.

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. The amount of net interest income is affected by both changes in the level of interest rates, and the amount and composition of earning assets and interest bearing liabilities.

Table of Contents

Quarter Ended June 30, 2025 compared to the Quarters Ended March 31, 2025 and June 30, 2024

The following table presents a summary of the Company’s average balances, net interest income and related net interest margins, including a calculation on a fully taxable-equivalent basis, for the second quarter of 2025 as compared to the first quarter of 2025 (sequential quarters) and second quarter of 2024 (linked quarters):


	Average Balance for three months ended,						Interest for three months ended,						Yield/Rate for three months ended,
(Dollars in thousands)	Jun 30, 2025		Mar 31, 2025		Jun 30, 2024		Jun 30, 2025		Mar 31, 2025		Jun 30, 2024		Jun 30, 2025		Mar 31, 2025		Jun 30, 2024
Interest-bearing deposits with banks, securities purchased under resale agreements and cash equivalents (1)	$	3,308,199	$	3,520,048	$	1,485,481	$	34,593	$	36,945	$	19,748	4.19	%	4.26	%	5.35	%
Investment securities (2)	8,801,560		8,409,735		8,203,764		78,733		72,706		70,346		3.59		3.51		3.45
FHLB and FRB stock	282,001		281,702		253,614		5,393		5,307		4,974		7.67		7.64		7.89
Liquidity management assets (3) (8)	$	12,391,760	$	12,211,485	$	9,942,859	$	118,719	$	114,958	$	95,068	3.84	%	3.82	%	3.85	%
Other earning assets (3) (4) (8)	—		13,140		15,257		—		92		235		—		2.84		6.23
Mortgage loans held-for-sale	310,534		286,710		347,236		4,872		4,246		5,434		6.29		6.01		6.29
Loans, net of unearned income (3) (5) (8)	49,517,635		47,833,380		43,819,354		800,197		770,568		752,117		6.48		6.53		6.90

Total earning assets (8)	$	62,219,929	$	60,344,715	$	54,124,706	$	923,788	$	889,864	$	852,854	5.96	%	5.98	%	6.34	%
Allowance for loan and investment security losses	(398,685)		(375,371)		(360,504)
Cash and due from banks	478,707		476,423		434,916
Other assets	3,540,394		3,661,275		3,294,066
Total assets	$	65,840,345	$	64,107,042	$	57,493,184

NOW and interest-bearing demand deposits	$	6,423,050	$	6,046,189	$	4,985,306	$	37,517	$	33,600	$	32,719	2.34	%	2.25	%	2.64	%
Wealth management deposits	1,552,989		1,574,480		1,531,865		8,182		8,606		10,294		2.11		2.22		2.70
Money market accounts	18,184,754		17,581,141		15,272,126		155,890		146,374		155,100		3.44		3.38		4.08
Savings accounts	6,578,698		6,479,444		5,878,844		37,637		35,923		41,063		2.29		2.25		2.81
Time deposits	9,841,702		9,406,126		8,546,172		94,244		95,730		96,527		3.84		4.13		4.54
Interest-bearing deposits	$	42,581,193	$	41,087,380	$	36,214,313	$	333,470	$	320,233	$	335,703	3.14	%	3.16	%	3.73	%
Federal Home Loan Bank advances	3,151,310		3,151,309		3,096,920		25,724		25,441		24,797		3.27		3.27		3.22
Other borrowings	593,657		582,139		587,262		6,957		6,792		8,700		4.70		4.73		5.96
Subordinated notes	298,398		298,306		410,331		3,735		3,714		5,185		5.02		5.05		5.08
Junior subordinated debentures	253,566		253,566		253,566		4,328		4,311		4,984		6.85		6.90		7.91
Total interest-bearing liabilities	$	46,878,124	$	45,372,700	$	40,562,392	$	374,214	$	360,491	$	379,369	3.20	%	3.22	%	3.76	%
Non-interest-bearing deposits	10,643,798		10,732,156		9,879,134
Other liabilities	1,456,383		1,541,245		1,601,485
Equity	6,862,040		6,460,941		5,450,173
Total liabilities and shareholders’ equity	$	65,840,345	$	64,107,042	$	57,493,184
Interest rate spread (6) (8)													2.76	%	2.76	%	2.58	%
Less: Fully taxable-equivalent adjustment							(2,880)		(2,899)		(2,875)		(0.02)		(0.02)		(0.02)
Net free funds/contribution (7)	$	15,341,805	$	14,972,015	$	13,562,314							0.78		0.80		0.94
Net interest income/margin (GAAP) (8)							$	546,694	$	526,474	$	470,610	3.52	%	3.54	%	3.50	%
Fully taxable-equivalent adjustment							2,880		2,899		2,875		0.02		0.02		0.02
Net interest income/margin, fully taxable-equivalent (non-GAAP) (8)							$	549,574	$	529,373	$	473,485	3.54	%	3.56	%	3.52	%

(1)Includes interest-bearing deposits with banks and securities purchased under resale agreements with original maturities of greater than three months. Cash equivalents include federal funds sold and securities purchased under resale agreements with original maturities of three months or less.

(2)Investment securities includes investment securities classified as available-for-sale and held-to-maturity, and equity securities with readily determinable fair values. Equity securities without readily determinable fair values are included within other assets.

(3)Interest income on tax-advantaged loans, trading securities and investment securities reflects a tax-equivalent adjustment based on the marginal federal corporate tax rate in effect as of the applicable period. The total adjustments for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 were $2.9 million, $2.9 million and $2.9 million, respectively.

(4)Other earning assets include brokerage customer receivables and trading account securities.

(5)Loans, net of unearned income, include nonaccrual loans.

(6)Interest rate spread is the difference between the yield earned on earning assets and the rate paid on interest-bearing liabilities.

(7)Net free funds are the difference between total average earning assets and total average interest-bearing liabilities. The estimated contribution to net interest margin from net free funds is calculated using the rate paid for total interest-bearing liabilities.

(8)See “Supplemental Non-GAAP Financial Measures/Ratios” for additional information on this performance measure/ratio.

Table of Contents

For the second quarter of 2025, net interest income totaled $546.7 million, an increase of $20.2 million as compared to the first quarter of 2025, and an increase of $76.1 million as compared to the second quarter of 2024. Net interest margin was 3.52% (3.54% on a FTE basis, non-GAAP) during the second quarter of 2025 compared to 3.54% (3.56% on a FTE basis, non-GAAP) during the first quarter of 2025, and 3.50% (3.52% on a FTE basis, non-GAAP) during the second quarter of 2024.

The following table presents a summary of the Company’s net interest income and related net interest margin, including a calculation on a fully taxable-equivalent basis, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024:


	Average Balance for six months ended,		Interest for six months ended,				Yield/Rate for six months ended,
(Dollars in thousands)	June 30, 2025		June 30, 2024		June 30, 2025			June 30, 2024		June 30, 2025		June 30, 2024
Interest-bearing deposits with banks, securities purchased under resale agreements and cash equivalents (1)	$	3,413,538	$	1,369,906	$	71,538		$	36,425	4.23	%	5.35	%
Investment securities (2)	8,606,730		8,276,780		151,439			140,574		3.55		3.42
FHLB and FRB stock	281,853		242,131		10,700			9,452		7.66		7.85
Liquidity management assets (3) (8)	$	12,302,121	$	9,888,817	$	233,677		$	186,451	3.83	%	3.79	%
Other earning assets (3) (4) (8)	6,533		15,169		92			433		2.84		5.74
Mortgage loans held-for-sale	298,688		318,756		9,118			9,580		6.16		6.04
Loans, net of unearned income (3) (5) (8)	48,680,160		42,974,623		1,570,765			1,464,704		6.51		6.85

Total earning assets (8)	$	61,287,502	$	53,197,365	$	1,813,652		$	1,661,168	5.97	%	6.28	%
Allowance for loan and investment security losses	(387,092)		(361,119)
Cash and due from banks	477,571		442,591
Other assets	3,600,500		3,269,102
Total assets	$	64,978,481	$	56,547,939

NOW and interest-bearing demand deposits	$	6,235,661	$	5,332,786	$	71,117		$	67,615	2.30	%	2.55	%
Wealth management deposits	1,563,675		1,521,034		16,788			20,755		2.17		2.74
Money market accounts	17,884,615		14,873,309		302,264			293,084		3.41		3.96
Savings accounts	6,529,345		5,835,481		73,560			80,134		2.27		2.76
Time deposits	9,625,117		7,847,314		189,974			173,647		3.98		4.45
Interest-bearing deposits	$	41,838,413	$	35,409,924	$	653,703		$	635,235	3.15	%	3.61	%
Federal Home Loan Bank advances	3,151,310		2,912,884		51,165			46,845		3.27		3.23
Other borrowings	587,930		607,487		13,749			17,948		4.72		5.94
Subordinated notes	298,353		424,112		7,449			10,672		5.04		5.06
Junior subordinated debentures	253,566		253,566		8,639			9,988		6.87		7.92
Total interest-bearing liabilities	$	46,129,572	$	39,607,973	$	734,705		$	720,688	3.21	%	3.66	%
Non-interest-bearing deposits	10,687,733		9,925,890
Other liabilities	1,498,578		1,568,761
Equity	6,662,598		5,445,315
Total liabilities and shareholders’ equity	$	64,978,481	$	56,547,939
Interest rate spread (6) (8)										2.76	%	2.62	%
Less: Fully taxable-equivalent adjustment					(5,779)			(5,676)		(0.02)		(0.03)
Net free funds/contribution (7)	$	15,157,930	$	13,589,392						0.79		0.94
Net interest income/margin (GAAP) (8)					$	1,073,168		$	934,804	3.53	%	3.53	%
Fully taxable-equivalent adjustment					5,779			5,676		0.02		0.03
Net interest income/margin, fully taxable-equivalent (non-GAAP) (8)					$	1,078,947		$	940,480	3.55	%	3.56	%

(3)Interest income on tax-advantaged loans, trading securities and investment securities reflects a taxable-equivalent adjustment based on a marginal federal corporate tax rate in effect as of the applicable period. The total adjustments for the six months ended June 30, 2025 and June 30, 2024 were $5.8 million and $5.7 million, respectively.

(4)Other earning assets include brokerage customer receivables and trading account securities.

(5)Loans, net of unearned income, include nonaccrual loans.

(6)Interest rate spread is the difference between the yield earned on earning assets and the rate paid on interest-bearing liabilities.

(8)See “Supplemental Non-GAAP Financial Measures/Ratios” for additional information on this performance ratio.

Table of Contents

Analysis of Changes in Net Interest Income on a FTE basis (non-GAAP)

The following table presents an analysis of the changes in the Company’s net interest income on a FTE basis (non-GAAP) comparing the three month ended June 30, 2025 to each of the three month periods ended March 31, 2025 and June 30, 2024 and six month periods ended June 30, 2025 and 2024. The reconciliations set forth the changes in the net interest income on a FTE basis (non-GAAP) as a result of changes in volumes, changes in rates and differing number of days in each period:


	Second Quarter of 2025 Compared to First Quarter of 2025		Second Quarter of 2025 Compared to Second Quarter of 2024		First Six Months of 2025 Compared to First Six Months of 2024
(In thousands)
Net interest income, FTE basis (non-GAAP) (1) for comparative period	$	529,373	$	473,485	$	940,480
Change due to mix and growth of earning assets and interest-bearing liabilities (volume)	15,198		68,533		133,965
Change due to interest rate fluctuations (rate)	(814)		7,556		9,698
Change due to number of days in each period	5,817		—		(5,196)
Less: FTE adjustment	(2,880)		(2,880)		(5,779)
Net interest income (GAAP) (1) for the period ended June 30, 2025	$	546,694	$	546,694	$	1,073,168
FTE adjustment	2,880		2,880		5,779
Net interest income, FTE basis (non-GAAP) (1)	$	549,574	$	549,574	$	1,078,947

(1) See “Supplemental Non-GAAP Financial Measures/Ratios” for additional information on this performance measure/ratio.

Non-interest Income

The following table presents non-interest income by category for the periods presented:


	Three Months Ended				$ Change		% Change
(Dollars in thousands)	June 30, 2025		June 30, 2024
Brokerage	$	4,212	$	5,588	$	(1,376)	(25)	%
Trust and asset management	32,609		29,825		2,784		9
Total wealth management (1)	36,821		35,413		1,408		4
Mortgage banking	23,170		29,124		(5,954)		(20)
Service charges on deposit accounts	19,502		15,546		3,956		25
Gains (losses) on investment securities, net	650		(4,282)		4,932		NM
Fees from covered call options	5,624		2,056		3,568		NM
Trading gains, net	151		70		81		NM
Operating lease income, net	15,166		13,938		1,228		9
Other:
Interest rate swap fees	3,010		3,392		(382)		(11)
BOLI	2,257		1,351		906		67
Administrative services	1,315		1,322		(7)		(1)
Foreign currency remeasurement gains (losses)	658		(145)		803		NM
Changes in fair value on EBOs and loans held-for-investment	172		604		(432)		(72)
Early pay-offs of capital leases	400		393		7		2
Miscellaneous	15,193		22,365		(7,172)		(32)
Total Other	23,005		29,282		(6,277)		(21)
Total Non-interest Income	$	124,089	$	121,147	$	2,942	2	%

(1)Wealth management revenue is comprised of the trust and asset management revenue of Wintrust Private Trust Company, N.A. (“WPTC”) and Great Lakes Advisors, the brokerage commissions, managed money fees and insurance product commissions at Wintrust Investments and fees from tax-deferred like-kind exchange services provided by CDEC.

NM—Not Meaningful.

Table of Contents


	Six Months Ended				$ Change		% Change
(Dollars in thousands)	June 30, 2025		June 30, 2024
Brokerage	$	8,969	$	11,144	$	(2,175)	(20)	%
Trust and asset management	61,894		59,084		2,810		5
Total wealth management (1)	70,863		70,228		635		1
Mortgage banking	43,699		56,787		(13,088)		(23)
Service charges on deposit accounts	38,864		30,357		8,507		28
Gains (losses) on investment securities, net	3,846		(2,956)		6,802		NM
Fees from covered call options	9,070		6,903		2,167		31
Trading gains, net	87		747		(660)		(88)
Operating lease income, net	30,453		28,048		2,405		9
Other:
Interest rate swap fees	5,279		6,220		(941)		(15)
BOLI	3,053		3,002		51		2
Administrative services	2,708		2,539		169		7
Foreign currency remeasurement gains (losses)	475		(1,316)		1,791		NM
Changes in fair value on EBOs and loans held-for-investment	555		165		390		NM
Early pay-offs of capital leases	1,168		823		345		42
Miscellaneous	30,603		60,180		(29,577)		(49)
Total Other	43,841		71,613		(27,772)		(39)
Total Non-interest Income	$	240,723	$	261,727	$	(21,004)	(8)	%

(1)Wealth management revenue is comprised of the trust and asset management revenue of the WPTC and Great Lakes Advisors, the brokerage commissions, managed money fees and insurance product commissions at Wintrust Investments and fees from tax-deferred like-kind exchange services provided by CDEC.

NM—Not Meaningful.

Notable contributions to the change in non-interest income are as follows:

Mortgage banking revenue decreased for the three months ended June 30, 2025 as compared to the same period in 2024 due to lower production of loans originated for sale and net revenue related to MSR activity and valuation adjustments. On a year-to-date basis, mortgage banking revenue decreased for the six months ended June 30, 2025 as compared to the same period in 2024 as a result of lower production margins and net revenue related to lower MSR activity and valuation adjustments. Mortgage banking revenue includes revenue from activities related to originating, selling and servicing residential real estate loans for the secondary market. A main factor in the mortgage banking revenue recognized by the Company is the volume of mortgage loans originated or purchased for sale and the related production margins. Mortgage loans originated for sale totaled $681.5 million in the second quarter of 2025 as compared to $722.2 million in the second quarter of 2024. On a year-to-date basis, mortgage loans originated for sale totaled $1.1 billion for the six months ended June 30, 2025 as compared to $1.2 billion for six months ended June 30, 2024. The slight decrease in linked quarter originations was driven by a slight uptick in rates offset by slightly higher inventory levels. The percentage of origination volume from refinancing activities was 26% and 25% for the three and six months ended June 30, 2025, as compared to 17% and 20%, for the same periods in 2024, respectively.

The Company records MSRs at fair value on a recurring basis. For the three months ended June 30, 2025, the fair value of the MSRs portfolio decreased as a result of an unfavorable fair value adjustment of $4.0 million and a reduction in value of $5.6 million due to payoffs, paydowns and repurchases of the existing portfolio, partially offset as retained servicing rights led to capitalization of $6.3 million. For the six months ended June 30, 2025, the fair value of the MSRs portfolio decreased due to an unfavorable fair value adjustment of $11.5 million as well as a reduction in value of $10.3 million due to payoffs and paydowns of the existing portfolio partially offset by retained servicing rights led to capitalization of $11.0 million. See Note (9) “Mortgage Servicing Rights (“MSRs”)” to the Consolidated Financial Statements in Item 1 of this report for a summary of the changes in the carrying value of MSRs.

Mortgage banking revenue is also impacted by changes in the fair value of derivative contracts held to economically hedge a portion of the fair value adjustments related to the Company’s MSRs portfolio. The change in fair value of the derivative contracts held as an economic hedge was a favorable $2.5 million and $7.4 million for the three and six months ended June 30, 2025 compared to an unfavorable $772,000 and $3.3 million for the three and six months ended June 30, 2024.

Table of Contents

Service charges on deposits increased for the three and six months ended June 30, 2025 as compared to the same periods in 2024 primarily as a result of increased commercial account analysis service fees, and the Macatawa acquisition. Service charges on deposit accounts include fees charged to deposit customers for various services, including account analysis services, and are based on factors such as the size and type of customer, type of product and number of transactions. The fees are based on a standard schedule of fees and, depending on the nature of the service performed, the service is performed at a point in time or over a period of a month.

The Company recognized net gains on investment securities for the three and six months ended June 30, 2025 of $650,000 and $3.8 million, respectively. The Company recognized net losses on investment securities for the three and six months ended June 30, 2024 of $4.3 million and $3.0 million, respectively. The net gains for the three and six months ended June 30, 2025 were primarily due to unrealized gains on the Company’s equity investment securities with a readily determinable fair value recorded in the first and second quarter of 2025. See Note (5) “Investment Securities” to the Consolidated Financial Statements in Item 1 of this report for more information on net gains and losses on investment securities.

Fees from covered call options for the three and six months ended June 30, 2025 increased $3.6 million and $2.2 million, respectively, when compared to the same periods in the prior year. The increased income was primarily because the Company sold more options than in the comparative periods. The Company has typically written call options with terms of less than three months against certain U.S. Treasury and agency securities held in its portfolio for liquidity and other purposes. Management has effectively entered into these transactions with the goal of economically hedging security positions and enhancing its overall return on its investment portfolio. These option transactions are designed to increase the total return associated with holding certain investment securities and do not qualify as hedges pursuant to accounting guidance. There were no outstanding call option contracts at June 30, 2025 and 2024.

Miscellaneous non-interest income includes loan servicing fees, income from other investments, and other fees. This category of income decreased $7.2 million and $29.6 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024. For the three months ended June 30, 2025, miscellaneous income decreased compared to the same period in 2024 primarily due to a $4.6 million gain recognized in the second quarter of 2024 on the sale of premium finance receivables. For the six months ended June 30, 2025, miscellaneous income decreased compared to the same period in 2024 primarily due to a $20.0 million gain recognized in the first quarter of 2024 related to the sale of the Company’s Retirement Benefits Advisors (“RBA”) division within its wealth management business.

Table of Contents

The table below presents additional selected information regarding mortgage banking for the respective periods.


	Three Months Ended			Six Months Ended
(Dollars in thousands)	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Originations:
Retail originations	$	523,759		$	544,394		$	872,227		$	875,898

Veterans First originations	157,787			177,792			269,772			321,901
Total originations for sale (A)	$	681,546		$	722,186		$	1,141,999		$	1,197,799
Originations for investment	422,926			275,331			640,103			444,577
Total originations	$	1,104,472		$	997,517		$	1,782,102		$	1,642,376
As percentage of originations for sale:
Retail originations	77		%	75		%	76		%	73		%
Veterans First originations	23			25			24			27
Purchases	74		%	83		%	75		%	80		%
Refinances	26			17			25			20



Production Margin:
Production revenue (B) (1)	$	13,380		$	14,990		$	23,321		$	28,425
Total originations for sale (A)	$	681,546		$	722,186		$	1,141,999		$	1,197,799
Add: Current period end mandatory interest rate lock commitments to fund originations for sale (2)	163,664			222,738			163,664			222,738
Less: Prior period end mandatory interest rate lock commitments to fund originations for sale (2)	197,297			207,775			103,946			119,624
Total mortgage production volume (C)	$	647,913		$	737,149		$	1,201,717		$	1,300,913
Production margin (B/C)	2.07		%	2.03		%	1.94		%	2.19		%
Mortgage Servicing:
Loans serviced for others (D)	$	12,470,924		$	12,211,027
MSRs, at fair value (E)	193,061			204,610
Percentage of MSRs to loans serviced for others (E/D)	1.55		%	1.68		%
Servicing income	$	10,520		$	10,586		$	21,131		$	21,084
MSR Fair Value Asset Activity
MSR - FV at Beginning of Period	$	196,307		$	201,044		$	203,788		$	192,456

MSR - current period capitalization	6,336			8,223			11,005			13,602
MSR - collection of expected cash flows - paydowns	(1,516)			(1,504)			(3,106)			(2,948)
MSR - collection of expected cash flows - payoffs and repurchases	(4,100)			(4,030)			(7,146)			(6,972)
MSR - changes in fair value model assumptions	(3,966)			877			(11,480)			8,472
MSR Fair Value at end of period	$	193,061		$	204,610		$	193,061		$	204,610
Summary of Mortgage Banking Revenue
Operational:
Production revenue (1)	$	13,380		$	14,990		$	23,321		$	28,425
MSR - Current period capitalization	6,336			8,223			11,005			13,602
MSR - Collection of expected cash flows - paydowns	(1,516)			(1,504)			(3,106)			(2,948)
MSR - Collection of expected cash flows - pay offs	(4,100)			(4,030)			(7,146)			(6,972)
Servicing Income	10,520			10,586			21,131			21,084
Other Revenue	(79)			112			(251)			21
Total operational mortgage banking revenue	$	24,541		$	28,377		$	44,954		$	53,212
Fair Value:
MSR - changes in fair value model assumptions	$	(3,966)		$	877		$	(11,480)		$	8,472
Gain (loss) on derivative contract held as an economic hedge, net	2,535			(772)			7,432			(3,349)
Changes in FV on early buy-out loans guaranteed by US Govt (HFS)	60			642			2,793			(1,548)
Total fair value mortgage banking revenue	$	(1,371)		$	747		$	(1,255)		$	3,575
Total mortgage banking revenue	$	23,170		$	29,124		$	43,699		$	56,787

(1)Production revenue represents revenue earned from the origination and subsequent sale of mortgages, including gains on loans sold and fees from originations, changes in other related financial instruments carried at fair value, processing and other related activities, and excludes servicing fees, changes in the fair value of servicing rights and changes to the mortgage recourse obligation and other non-production revenue.

(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 fund.

Table of Contents

Non-interest Expense

The following table presents non-interest expense by category for the periods presented:


	Three Months Ended				$ Change		% Change
(Dollars in thousands)	June 30, 2025		June 30, 2024
Salaries and employee benefits:
Salaries	$	123,174	$	113,860	$	9,314	8	%
Commissions and incentive compensation	55,871		52,151		3,720		7
Benefits	40,496		32,530		7,966		24
Total salaries and employee benefits	219,541		198,541		21,000		11
Software and equipment	36,522		29,231		7,291		25
Operating lease equipment	10,757		10,834		(77)		(1)
Occupancy, net	20,228		19,585		643		3
Data processing	12,110		9,503		2,607		27
Advertising and marketing	18,761		17,436		1,325		8
Professional fees	9,243		9,967		(724)		(7)
Amortization of other acquisition-related intangible assets	5,580		1,122		4,458		NM
FDIC insurance	10,971		10,429		542		5

OREO expense, net	505		(259)		764		NM
Other:
Lending expenses, net of deferred originations costs	4,869		5,335		(466)		(9)
Travel and entertainment	6,026		5,340		686		13
Miscellaneous	26,348		23,289		3,059		13
Total other	37,243		33,964		3,279		10
Total Non-interest Expense	$	381,461	$	340,353	$	41,108	12	%

NM - Not meaningful.


	Six Months Ended				$ Change		% Change
(Dollars in thousands)	June 30, 2025		June 30, 2024
Salaries and employee benefits:
Salaries	$	247,091	$	226,032	$	21,059	9	%
Commissions and incentive compensation	108,407		103,152		5,255		5
Benefits	75,569		64,530		11,039		17
Total salaries and employee benefits	431,067		393,714		37,353		9
Software and equipment	71,239		56,962		14,277		25
Operating lease equipment	21,228		21,517		(289)		(1)
Occupancy, net	41,006		38,671		2,335		6
Data processing	23,384		18,795		4,589		24
Advertising and marketing	31,033		30,476		557		2
Professional fees	18,287		19,520		(1,233)		(6)
Amortization of other acquisition-related intangible assets	11,198		2,280		8,918		NM
FDIC insurance	21,897		19,810		2,087		11
FDIC insurance - special assessment	—		5,156		(5,156)		(100)
OREO expense, net	1,148		133		1,015		NM
Other:
Lending expenses, net of deferred originations costs	10,735		10,413		322		3
Travel and entertainment	11,296		9,937		1,359		14
Miscellaneous	54,033		46,114		7,919		17
Total other	76,064		66,464		9,600		14
Total Non-interest Expense	$	747,551	$	673,498	$	74,053	11	%

NM - Not meaningful.

Notable contributions to the change in non-interest expense are as follows:

Table of Contents

Salaries and employee benefits expense increased for the three and six months ended June 30, 2025 as compared to the same periods in 2024. The increase was primarily due to annual merit increases and increases in employees related to the growth of the Company, including the Macatawa acquisition.

Software and equipment expense increased for the three and six months ended June 30, 2025 as compared to the same periods in 2024 as a result of higher software license fees as well as higher computer and software depreciation expense 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.

Amortization of other acquisition-related intangible assets increased for the three and six months ended June 30, 2025 compared to the same periods in 2024 as a result of amortization of the core deposit intangible asset associated with the Macatawa acquisition.

FDIC insurance expense decreased for the six months ended June 30, 2025 compared to the same period in 2024. On a year-to-date basis, the decrease is primarily due to $5.2 million recognized in March 31, 2024 related to the FDIC’s special assessment on uninsured deposits in response to certain bank failures that occurred in 2023.

Miscellaneous non-interest expense includes ATM expenses, correspondent bank charges, directors’ fees, telephone, postage, corporate insurance, dues and subscriptions, problem loan expenses and other miscellaneous operational losses and costs. During the three and six months ended June 30, 2025, the company incurred $2.9 million and $5.6 million in acquisition-related expenses related to the Macatawa acquisition.

Income Taxes

The Company recorded income tax expense of $71.6 million in the second quarter of 2025 compared to $59.0 million in the second quarter 2024. The effective tax rates were 26.79% in the second quarter 2025 compared to 27.90% in the second quarter of 2024. During the first six months of 2025, the Company recorded income tax expense of $135.6 million compared to $121.6 million for the first six months of 2024. The effective tax rates were 26.07% for the first six months of 2025 and 26.36% for the first six months of 2024.

The effective tax rates were impacted by an overall higher level of state income tax expense in the prior comparable periods. Income tax expense was also partially impacted by the tax effects related to share-based compensation which fluctuate based on the Company’s stock price and timing of employee stock option exercises and vesting of other shared-based awards. The Company recorded net excess tax benefits of $3.7 million in the first six months of 2025, compared to net excess tax benefits of $4.4 million in the first six months of 2024 related to share-based compensation, most of which was recorded in the first quarter for each year.

Operating Segment Results

The Company’s operations consist of three primary segments: community banking, specialty finance and wealth management. Refer to Note (13) “Segment Information” to the Consolidated Financial Statements in Item 1 of this report for further information on the Company’s primary segments. The Company’s profitability is primarily dependent on the net interest income, provision for credit losses, non-interest income and operating expenses of its community banking segment.

The community banking segment’s net interest income for the quarter ended June 30, 2025 totaled $436.7 million as compared to $358.8 million for the same period in 2024, an increase of $77.8 million, or 22%. On a year-to-date basis, net interest income for the segment increased by $133.2 million from $722.5 million for the six months ended June 30, 2024 to $855.7 million for the six months ended June 30, 2025. The increase in the three and six month periods was primarily attributable to growth in average earning assets coupled with a relatively stable net interest margin. The community banking segment’s non-interest income totaled $75.5 million in the second quarter of 2025, an increase of $3.9 million, or 5%, when compared to the second quarter of 2024 total of $71.6 million. On a year-to-date basis, non-interest income totaled $149.0 million for the six months ended June 30, 2025, an increase of $2.7 million, or 2%, compared to $146.3 million for the six months ended June 30, 2024. The increase in the three and six month periods, was primarily the result of an increase on gains recognized on investment securities and increased service charges on deposit accounts, partially offset by decreased mortgage banking revenue due to the decreases in MSRs related to the change in fair value model assumptions. The community banking segment recorded provision for credit losses of $20.5 million and $42.9 million, respectively, for the three and six months ended June 30, 2025, compared to $36.3 million and $56.7 million, respectively, for the same periods in 2024. The decrease in provision for credit losses for the three and six month periods was primarily the result of improvement in the forecast for key macroeconomic variables, most notably Baa corporate credit spread and Commercial Real Estate Price Index. Non-interest expenses increased by $35.8 million

Table of Contents

and $68.7 million, respectively, for the three and six months, ended June 30, 2025 compared to the same periods in 2024, primarily because of higher salary, commissions, and incentive compensation along with other segment expenses. The community banking segment’s net income for the quarter ended June 30, 2025 totaled $139.1 million, an increase of $47.9 million as compared to net income in the second quarter of 2024 of $91.2 million. On a year-to-date basis, the net income of the community banking segment for the six months ended June 30, 2025 totaled $273.4 million as compared to $211.3 million for the six months ended June 30, 2024.

The specialty finance segment’s net interest income totaled $92.3 million for the quarter ended June 30, 2025, compared to $95.2 million for the same period in 2024, a decrease of $2.9 million, or 3%. The decrease for the three month period was primarily due to a decline in yields on the premium finance receivable loan portfolio. On a year-to-date basis, net interest income for the segment increased $6.1 million, or 3%, compared to the same period in 2024.The increase for the six month period was primarily due to loan growth. The specialty finance segment’s provision for credit losses totaled $1.8 million and $3.3 million, respectively, for the three and six months ended June 30, 2025 compared to $3.7 million and $5.0 million, respectively, for the same periods in 2024. The decrease in provision for credit losses for the three and six month periods was primarily the result of improvement in credit quality within premium finance receivables and to a lesser extent improvement in the forecast for the key macroeconomic variable Baa corporate credit spread, impacting lease financing. The specialty finance segment’s non-interest income increased to $33.5 million from $32.3 million for the three months ended June 30, 2025 and 2024, respectively, and stood at $64.6 million and $59.6 million for the six months ended June 30, 2025 and 2024, respectively. Non-interest expenses increased by $5.4 million and $8.1 million, respectively, for the three and six months, ended June 30, 2025 compared to the same periods in 2024, primarily because of higher employee benefits, commissions, and incentive compensation as well as other segment expenses. Our property and casualty insurance premium finance operations, life insurance finance operations, lease financing operations and accounts receivable finance operations accounted for 47%, 30%, 21% and 2%, respectively, of the net revenues of our specialty finance business for the six month period ended June 30, 2025. The net income of the specialty finance segment for the quarter ended June 30, 2025 totaled $48.8 million as compared to $53.1 million for the quarter ended June 30, 2024. On a year-to-date basis, the net income of the specialty finance segment for the six months ended June 30, 2025 totaled $99.1 million as compared to $95.6 million for the six months ended June 30, 2024.

The wealth management segment reported net interest income of $4.8 million for the second quarter of 2025 compared to $7.9 million in the same quarter of 2024, a decrease of $3.1 million. On a year-to-date basis, net interest income totaled $10.2 million for the first six months of 2025, as compared to $15.7 million for the first six months of 2024. Net interest income for this segment is primarily comprised of an allocation of the net interest income earned by the community banking segment on non-interest-bearing and interest-bearing wealth management customer account balances on deposit at the banks. Wealth management customer account balances on deposit at the banks averaged $1.1 billion and $1.5 billion in the first six months of 2025 and 2024, respectively. This segment recorded non-interest income of $39.5 million for the second quarter of 2025 compared to $35.6 million for the second quarter of 2024. The increase in the three month period was primarily due to higher wealth management revenue driven by an increase in asset valuations. On a year-to-date basis, this segment recorded non-interest income of $73.3 million for the first six months of 2025 as compared to $94.1 million for the first six months of 2024. The decrease in the six month period was primarily due a $20.0 million gain recognized in the first quarter of 2024 related to the sale of the Company’s RBA division within its wealth management business. Non-interest expenses increased by $1.8 million for the second quarter of 2025 compared to the same period in 2024, primarily because of higher salary, commissions and incentive compensation as well as other segment expenses. On a year-to-date basis, non-interest expense increased by $690,000 for the six month period ended June 30, 2025 compared to the same period in 2024, primarily due to other segment expenses. Distribution of wealth management services through each bank continues to be a focus of the Company. The Company is committed to growing the wealth management segment in order to better service its customers and create a more diversified revenue stream. The wealth management segment’s net income totaled $7.6 million for the second quarter of 2025 compared to $8.1 million for the second quarter of 2024. On a year-to-date basis, the wealth management segment’s net income totaled $12.1 million and $32.8 million for the six month period ended June 30, 2025, and 2024, respectively.

Financial Condition

Total assets were $69.0 billion at June 30, 2025, representing an increase of $9.2 billion, or 15%, when compared to June 30, 2024 and an increase of approximately $3.1 billion, or 19% on an annualized basis, when compared to March 31, 2025. Total funding, which includes deposits, all notes and advances, including secured borrowings and the junior subordinated debentures, was $60.1 billion at June 30, 2025, $57.8 billion at March 31, 2025, and $52.4 billion at June 30, 2024. See Notes (5), (6), (10), (11) and (12) of the Consolidated Financial Statements presented under Item 1 of this report for additional period-end detail on the Company’s interest-earning assets and funding liabilities.

Table of Contents

Interest-Earning Assets

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


	Three Months Ended
	June 30, 2025				March 31, 2025				June 30, 2024
(Dollars in thousands)	Balance		Percent		Balance		Percent		Balance		Percent
Mortgage loans held-for-sale	$	310,534	0	%	$	286,710	1	%	$	347,236	1	%
Loans, net of unearned income
Commercial	$	15,909,323	26	%	$	15,363,740	25	%	$	13,729,524	25	%
Commercial real estate	13,095,845		21		12,931,000		21		11,810,525		22
Home equity	459,033		1		449,095		1		348,306		1
Residential real estate	3,700,917		6		3,542,189		6		2,893,829		5
Premium finance receivables—property & casualty	7,762,161		12		7,192,332		12		7,076,053		13
Premium finance receivables—life insurance	8,455,443		14		8,248,690		14		7,880,205		15
Other loans	134,913		0		106,334		0		80,912		0
Total average loans (1)	$	49,517,635	80	%	$	47,833,380	79	%	$	43,819,354	81	%
Liquidity management assets (2)	12,391,760		20		12,211,485		20		9,942,859		18
Other earning assets (3)	—		0		13,140		0		15,257		0
Total average earning assets	$	62,219,929	100	%	$	60,344,715	100	%	$	54,124,706	100	%
Total average assets	$	65,840,345			$	64,107,042			$	57,493,184
Total average earning assets to total average assets			95	%			94	%			94	%

(1)Total average loans includes nonaccrual loans.

(2)Liquidity management assets include investment securities, other securities, interest earning deposits with banks, federal funds sold and securities purchased under resale agreements.

(3)Other earning assets include brokerage customer receivables and trading account securities.

Mortgage loans held-for-sale. Mortgage loans held-for-sale represents such loans awaiting subsequent sale in the secondary market with such sales eliminating the interest-rate risk associated with these loans, as they are predominantly long-term fixed rate loans, and provide a source of non-interest revenue. The increase in the average balance for the second quarter of 2025 as compared to the sequential period is primarily due to higher mortgage origination production, but decreased compared to the prior year period due to lower mortgage origination production.

Loans, net of unearned income. Growth realized in the combined commercial and commercial real estate loan categories for the second quarter of 2025 as compared to the sequential and prior year periods is primarily attributable to increased business development efforts. The aggregate balances of these loan categories comprised 59% in the second quarter of 2025 and first quarter of 2025 and 58% of the average loan portfolio in the second quarter of 2024.

Residential real estate loans averaged $3.7 billion in the second quarter of 2025, and increased $807.1 million, or 28%, from the average balance of $2.9 billion in the same period of 2024. Additionally, compared to the quarter ended March 31, 2025, the average balance increased $158.7 million, or 18% on an annualized basis. Growth is due to the Company continuing to originate non-agency mortgages that are held-for-investment.

The increase in the premium finance receivables during the second quarter of 2025 compared to the second quarter of 2024 was the result of effective marketing and customer servicing. Approximately $6.1 billion of premium finance receivables were originated in the second quarter of 2025 compared to $5.5 billion during the same period of 2024. Premium finance receivables consist of a property and casualty portfolio and a life portfolio comprising approximately 48% and 52%, respectively, of the average total balance of premium finance receivables for the second quarter of 2025, and 47% and 53%, respectively, for the second quarter of 2024.

Other loans represent a wide variety of personal and consumer loans to individuals. Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk due to the type and nature of the collateral.

Table of Contents

Liquidity management assets. 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. The balances of these assets can fluctuate based on management’s ongoing effort to manage liquidity and for asset liability management purposes. The Company will continue to prudently evaluate and utilize liquidity sources as needed, including the management of availability with the FHLB and FRB and utilization of the revolving credit facility with unaffiliated banks.

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


	Six Months Ended
	June 30, 2025				June 30, 2024
(Dollars in thousands)	Balance		Percent		Balance		Percent
Mortgage loans held-for-sale	$	298,688	0	%	$	318,756	1	%
Loans:
Commercial	$	15,638,040	26	%	$	13,316,638	25	%

Commercial real estate	13,013,877		21		11,658,787		22
Home equity	454,091		1		346,083		1
Residential real estate	3,621,991		6		2,812,384		5
Premium finance receivables—property & casualty	7,478,821		12		6,915,466		13
Premium finance receivables—life insurance	8,352,638		14		7,844,700		15
Other loans	120,702		0		80,565		0
Total average loans (1)	$	48,680,160	80	%	$	42,974,623	81	%
Liquidity management assets (2)	12,302,121		20		9,888,817		18
Other earning assets (3)	6,533		0		15,169		0
Total average earning assets	$	61,287,502	100	%	$	53,197,365	100	%
Total average assets	$	64,978,481			$	56,547,939
Total average earning assets to total average assets			94	%			94	%

(1)Total average loans includes nonaccrual loans.

(2)Liquidity management assets include investment securities, other securities, interest earning deposits with banks, federal funds sold and securities purchased under resale agreements.

(3)Other earning assets include brokerage customer receivables and trading account securities.

Table of Contents

Maturities and Sensitivities of Loans to Changes in Interest Rates

The following table classifies the loan portfolio at June 30, 2025 by date at which the loans reprice or mature, and the type of rate exposure:


As of June 30, 2025	One year or less		From one to five years		From five to fifteen years		After fifteen years
(In thousands)									Total
Commercial
Fixed rate	$	429,173	$	3,756,650	$	2,117,493	$	14,925	$	6,318,241

Variable rate	10,068,079		1,111		—		—		10,069,190
Total commercial	$	10,497,252	$	3,757,761	$	2,117,493	$	14,925	$	16,387,431
Commercial real estate
Fixed rate	$	712,348	$	2,732,428	$	369,615	$	70,471	$	3,884,862
Variable rate	9,396,306		10,775		67		—		9,407,148
Total commercial real estate	$	10,108,654	$	2,743,203	$	369,682	$	70,471	$	13,292,010
Home equity
Fixed rate	$	9,626	$	773	$	—	$	15	$	10,414
Variable rate	456,401		—		—		—		456,401
Total home equity	$	466,027	$	773	$	—	$	15	$	466,815
Residential real estate
Fixed rate	$	15,271	$	4,318	$	72,630	$	1,056,508	$	1,148,727
Variable rate	108,431		699,875		1,991,749		—		2,800,055
Total residential real estate	$	123,702	$	704,193	$	2,064,379	$	1,056,508	$	3,948,782
Premium finance receivables - property & casualty
Fixed rate	$	8,220,850	$	102,326	$	—	$	—	$	8,323,176
Variable rate	—		—		—		—		—
Total premium finance receivables - property & casualty	$	8,220,850	$	102,326	$	—	$	—	$	8,323,176
Premium finance receivables - life insurance
Fixed rate	$	319,732	$	169,958	$	4,000	$	—	$	493,690
Variable rate	8,013,270		—		—		—		8,013,270
Total premium finance receivables - life insurance	$	8,333,002	$	169,958	$	4,000	$	—	$	8,506,960
Consumer and other
Fixed rate	$	36,771	$	8,483	$	1,070	$	859	$	47,183
Variable rate	69,322		—		—		—		69,322
Total consumer and other	$	106,093	$	8,483	$	1,070	$	859	$	116,505
Total per category
Fixed rate	$	9,743,771	$	6,774,936	$	2,564,808	$	1,142,778	$	20,226,293

Variable rate	28,111,809		711,761		1,991,816		—		30,815,386
Total loans, net of unearned income	$	37,855,580	$	7,486,697	$	4,556,624	$	1,142,778	$	51,041,679
Less: Existing cash flow hedging derivatives (1)	(6,700,000)

Total loans repricing or maturing in one year or less, adjusted for cash flow hedging activity	$	31,155,580

Variable Rate Loan Pricing by Index:
SOFR tenors (2)									$	19,459,501
12- month CMT (3)									6,906,397
Prime									3,243,035
Fed Funds									786,924


Other U.S. Treasury tenors									187,736

Other									231,793
Total variable rate									$	30,815,386

(1)Excludes cash flow hedges with future effective starting dates.

(2) SOFR - Secured Overnight Financing Rate.

(3) CMT - Constant Maturity Treasury Rate.

Table of Contents

CREDIT QUALITY

Commercial and Commercial Real Estate Loan Portfolios

Our commercial and commercial real estate loan portfolios are comprised primarily of lines of credit for working capital purposes and commercial real estate loans. The table below sets forth information regarding the types and amounts of our loans within these portfolios as of June 30, 2025 and 2024:


	As of June 30, 2025				As of June 30, 2024
						Allowance						Allowance
			% of			For Credit				% of		For Credit
			Total			Losses				Total		Losses
(Dollars in thousands)	Balance		Balance			Allocation		Balance		Balance		Allocation

Commercial	$	16,387,431	55.2	%		$	194,568	$	14,154,462	54.2	%	$	181,991


Commercial Real Estate:
Construction and development	$	2,529,117	8.5	%		$	75,936	$	2,260,551	8.7	%	$	93,154


Non-construction	10,762,893		36.3	%		148,422		9,686,646		37.1		130,574






Total commercial real estate	$	13,292,010	44.8	%		$	224,358	$	11,947,197	45.8	%	$	223,728
Total commercial and commercial real estate	$	29,679,441	100.0	%		$	418,926	$	26,101,659	100.0	%	$	405,719

Commercial real estate - primary collateral location by state:
Illinois	$	7,001,526	52.7	%				$	7,016,665	58.7	%
Wisconsin	919,166		6.9					869,574		7.3
Michigan	900,850		6.8					269,745		2.3
Total primary markets	$	8,821,542	66.4	%				$	8,155,984	68.3	%
Florida	448,561		3.4					395,168		3.3
Indiana	443,852		3.3					391,477		3.3
Texas	344,293		2.6					263,036		2.2
Georgia	304,166		2.3					214,662		1.8
Colorado	280,191		2.1					258,438		2.2
California	268,561		2.0					255,720		2.1
Tennessee	267,688		2.0					282,113		2.4
Arizona	243,554		1.8					196,955		1.6
Other	1,869,602		14.1					1,533,644		12.8
Total commercial real estate	$	13,292,010	100.0	%				$	11,947,197	100.0	%

We make commercial loans for many purposes, including working capital lines, which are generally renewable annually and supported by business assets, personal guarantees and additional collateral. Such loans may vary in size based on customer need. As a result of growth and the macroeconomic uncertainty qualitative overlay in the Company’s commercial loan portfolio, our allowance for credit losses in our commercial loan portfolio increased to $194.6 million as of June 30, 2025 compared to $182.0 million as of June 30, 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, 66.4% of our commercial real estate loan portfolio is located in this region as of June 30, 2025. We have been able to effectively manage our total non-performing commercial real estate loans, aided by our credit management process. As of June 30, 2025, our allowance for credit losses related to this portfolio was $224.4 million compared to $223.7 million as of June 30, 2024. The increase in the allowance for credit losses is primarily a result of growth in the portfolio, offset by improvement in the macroeconomic scenario related to CREPI. The table below sets forth the commercial real estate loans by property type and owner vs. non-owner occupied.

Table of Contents


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

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

Past Due Loans and Non-Performing Assets

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

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

Loan Portfolio Aging

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

Table of Contents

Non-performing Assets (1)

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


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


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

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

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

Table of Contents

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

The table below presents a summary of non-performing loans for the periods presented:


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

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

Allowance for Credit Losses

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

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

Table of Contents

Allowance for Credit Losses

The following table summarizes the activity in our allowance for credit losses, specifically related to loans and unfunded lending-related commitments, during the periods indicated.


	Three Months Ended						Six Months Ended
(Dollars in thousands)	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Allowance for credit losses at beginning of period	$	447,941		$	427,175		$	436,603		$	427,265

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


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

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

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


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

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

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

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

Table of Contents

Other Real Estate Owned

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


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


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


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

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

Deposits

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

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


Time Certificates of Deposit Maturity/Re-pricing Analysis As of June 30, 2025 (Dollars in thousands)	Total Time Certificates of Deposits		Weighted-Average Rate of Maturing Time Certificates of Deposit
1-3 months	$	2,486,694	3.92	%
4-6 months	4,464,126		3.80
7-9 months	2,187,365		3.74
10-12 months	771,114		3.64
13-18 months	262,094		3.41
19-24 months	99,689		2.92
24+ months	61,614		2.36
Total	$	10,332,696	3.78	%

Table of Contents

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


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

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

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

Brokered Deposits

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


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

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

Other Funding Sources

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

Table of Contents

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


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

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

Shareholders’ Equity

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


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

(1)Based on quarterly average balances.

(2)June 30, 2025 capital ratios impacted by issuance of Preferred Stock Series F.


	Minimum Capital Requirements		Minimum Ratio + Capital Conservation Buffer (1)	Minimum Well Capitalized (2)
Tier 1 leverage ratio	4.0	%	N/A	N/A
Risk-based capital ratios:
Tier 1 capital ratio	6.0		8.5	6.0
Common equity tier 1 capital ratio	4.5		7.0	N/A
Total capital ratio	8.0		10.5	10.0

(1)Reflects the Capital Conservation Buffer of 2.5%.

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

Table of Contents

standard to BHCs as the standard applicable to our subsidiary banks, we believe the Company’s capital ratios as of June 30, 2025 would exceed such revised well-capitalized standard.

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

In May 2025, the Company issued 17,000 shares of fixed-rate reset non-cumulative perpetual preferred stock, Series F, liquidation preference $25,000 per share (the “Series F Preferred Stock”) as part of a $425 million public offering of 17,000,000 depository shares, each representing a 1/1000th interest in a share of Series F Preferred Stock. When, as and if declared, dividends on the Series F Preferred Stock are payable quarterly in arrears at a fixed rate of 7.875% per annum starting October 15, 2025. The redemption of the Series D Preferred Stock and Series E Preferred Stock in July 2025 was funded with a portion of the net proceeds from the issuance of the Series F Preferred Stock.

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

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

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


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

(1) Series F Preferred Stock First Dividend covers the time period May 22, 2025 to October 15, 2025 and was declared by the Board of Directors in July 2025.

(2) Series F Preferred Stock Quarterly Dividend amount, if declared by the Board of Directors.

(3) Average diluted common shares held constant at September 30, 2025 and December 31, 2025 for illustrative purposes.

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

LIQUIDITY

The Company manages the liquidity position of its banking operations to ensure that sufficient funds are available to meet customers’ needs for loans and deposit withdrawals. The management process includes the utilization of stress testing processes

Table of Contents

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

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

INFLATION

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

FORWARD-LOOKING STATEMENTS

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

•economic conditions and events that affect the economy, housing prices, the job market and other factors that may adversely affect the Company’s liquidity and the performance of its loan portfolios, including an actual or threatened U.S. government debt default or rating downgrade, particularly in the markets in which it operates;

•negative effects suffered by us or our customers resulting from changes in U.S. or international trade policies;

•the extent of defaults and losses on the Company’s loan portfolio, which may require further increases in its allowance for credit losses;

•estimates of fair value of certain of the Company’s assets and liabilities, which could change in value significantly from period to period;

•the financial success and economic viability of the borrowers of our commercial loans;

•commercial real estate market conditions in the Chicago metropolitan area, southern Wisconsin and west Michigan;

•the extent of commercial and consumer delinquencies and declines in real estate values, which may require further increases in the Company’s allowance for credit losses;

•inaccurate assumptions in our analytical and forecasting models used to manage our loan portfolio;

•changes in the level and volatility of interest rates, the capital markets and other market indices that may affect, among other things, the Company’s liquidity and the value of its assets and liabilities;

Table of Contents

•the interest rate environment, including a prolonged period of low interest rates or rising interest rates, either broadly or for some types of instruments, which may affect the Company’s net interest income and net interest margin, and which could materially adversely affect the Company’s profitability;

•competitive pressures in the financial services business which may affect the pricing of the Company’s loan and deposit products as well as its services (including wealth management services), which may result in loss of market share and reduced income from deposits, loans, advisory fees and income from other products;

•failure to identify and complete favorable acquisitions in the future or unexpected losses, difficulties or developments related to the Company’s recent or future acquisitions;

•unexpected difficulties and losses related to FDIC-assisted acquisitions;

•harm to the Company’s reputation;

•any negative perception of the Company’s financial strength;

•ability of the Company to raise additional capital on acceptable terms when needed;

•disruption in capital markets, which may lower fair values for the Company’s investment portfolio;

•ability of the Company to use technology to provide products and services that will satisfy customer demands and create efficiencies in operations and to manage risks associated therewith;

•failure or breaches of our security systems or infrastructure, or those of third parties;

•security breaches, including denial of service attacks, hacking, social engineering attacks, malware intrusion and similar events or data corruption attempts and identity theft;

•adverse effects on our information technology systems, or those of third parties, resulting from failures, human error or cyberattacks (including ransomware);

•adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed, particularly our information technology vendors;

•increased costs as a result of protecting our customers from the impact of stolen debit card information;

•accuracy and completeness of information the Company receives about customers and counterparties to make credit decisions;

•ability of the Company to attract and retain senior management experienced in the banking and financial services industries;

•environmental liability risk associated with lending activities;

•the impact of any claims or legal actions to which the Company is subject, including any effect on our reputation;

•losses incurred in connection with repurchases and indemnification payments related to mortgages and increases in reserves associated therewith;

•the loss of customers as a result of technological changes allowing consumers to complete their financial transactions without the use of a bank;

•the soundness of other financial institutions and the impact of recent failures of financial institutions, including broader financial institution liquidity risk and concerns;

•the expenses and delayed returns inherent in opening new branches and de novo banks;

•liabilities, potential customer loss or reputational harm related to closings of existing branches;

•examinations and challenges by tax authorities, and any unanticipated impact of tax legislation;

•changes in accounting standards, rules and interpretations, and the impact on the Company’s financial statements;

•the ability of the Company to receive dividends from its subsidiaries;

•a decrease in the Company’s capital ratios, including as a result of declines in the value of its loan portfolios, or otherwise;

•legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the products and services offered by financial services companies;

•changes in laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity;

•a lowering of our credit rating;

•changes in U.S. monetary policy and changes to the Federal Reserve’s balance sheet, including changes in response to persistent inflation or otherwise;

•regulatory restrictions upon our ability to market our products to consumers and limitations on our ability to profitably operate our mortgage business;

•increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the regulatory environment;

•the impact of heightened capital requirements;

•increases in the Company’s FDIC insurance premiums, or the collection of special assessments by the FDIC;

•delinquencies or fraud with respect to the Company’s premium finance business;

•credit downgrades among commercial and life insurance providers that could negatively affect the value of collateral securing the Company’s premium finance loans;

•the Company’s ability to comply with covenants under its credit facility;

•fluctuations in the stock market, which may have an adverse impact on the Company’s wealth management business and brokerage operation; and

Table of Contents

•widespread outages of operational, communication, or other systems, whether internal or provided by third parties, natural or other disasters (including acts of terrorism, armed hostilities and pandemics), and the effects of climate change.

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

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

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

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


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

Table of Contents


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

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

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

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

ITEM 4

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective, in ensuring the information relating to the Company (and its consolidated subsidiaries) required to be disclosed by the Company in the reports it files or submits under the Exchange Act was recorded, processed, summarized and reported in a timely manner.

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

PART II —

Table of Contents

Item 1: Legal Proceedings

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

Wintrust Mortgage California PAGA Matter

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

Wintrust Mortgage Fair Lending Matter

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

Other Matters

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

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

Item 1A: Risk Factors

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

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

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

Table of Contents

Item 5: Other Information

Securities Trading Plans of Directors and Officers

During the three months ended June 30, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act).

Item 6: Exhibits:

(a)Exhibits


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

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

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

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

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

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

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

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

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

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

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

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

(1)Includes the following financial information included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements

Table of Contents

SIGNATURES

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

WINTRUST FINANCIAL CORPORATION

(Registrant)

Date:

August 6, 2025

/s/ DAVID L. STOEHR

David L. Stoehr

Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and duly authorized officer)