UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest event reported): December 15, 2025~~The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 20, 2026

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Illinois

001-35077

~~36-3873352~~

36-3873352

(State or other jurisdiction of Incorporation)

(Commission File Number)

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

(I.R.S. EmployerIdentification No.)

9700 W. Higgins Road, Suite 800

Rosemont

Illinois

60018

(Address of principal executive offices)

(Zip Code)

9700 West Higgins Road

Rosemont, Illinois 60018

(Address of principal executive offices)

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

~~N/A~~Not Applicable

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

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


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

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


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


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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Title of Each Class	Ticker Symbol	Name of Each Exchange on Which Registered
Common stock, no par value	WTFC	The NASDAQ Global Select Market
Common Stock, no par value	WTFC	The Nasdaq Global Select Market
Depositary Shares, Each Representing 1/1,000th Interest in a Share of	WTFCN	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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 12.0102. ~~Entry~~ ~~into~~Results aof ~~Material~~Operations ~~Definitive~~and ~~Agreement.~~Financial Condition

OnThe ~~December~~information ~~15,~~in ~~2025,~~this anCurrent ~~indirect~~Report ~~subsidiary~~is ofbeing ~~Wintrust~~furnished ~~Financial~~and ~~Corporation~~shall (not be deemed “~~Wintrust~~filed”), ~~First~~for ~~Insurance~~the ~~Funding~~purposes of ~~Canada~~Section 18 ~~Inc.~~of ~~(“First~~the ~~Canada)~~Securities ~~entered~~Exchange ~~into~~Act ~~the~~of ~~Thirteenth Amending Agreement~~1934, ~~dated~~ as ~~of December 15~~amended, ~~2025~~or ~~(the~~otherwise ~~“Amendment”)~~subject to the ~~Receivables~~liabilities ~~Purchase~~of ~~Agreement~~that ~~dated~~Section. asThe ofinformation ~~December~~in ~~16,~~this ~~2014~~Current ~~(as~~Report ~~amended,~~shall ~~the~~not ~~“Receivables~~be ~~Purchase~~incorporated ~~Agreement”)~~ by ~~and~~reference ~~between~~into ~~First~~any ~~Canada~~registration ~~and~~statement ~~CIBC~~or ~~Mellon~~other ~~Trust~~document ~~Company,~~pursuant into ~~its~~the ~~capacity~~Securities asAct ~~trustee~~ of ~~Plaza Trust (“Plaza Trust”)~~1933, byas ~~its financial services agent, Royal Bank of Canada~~amended.

~~Pursuant~~On toJanuary 20, ~~the Amendment~~2026, Wintrust Financial Corporation (the ~~Commitment~~“Company”) announced ~~Maturity~~earnings ~~Date~~for the fourth quarter of 2025 and posted on its website the ~~Receivables~~Fourth ~~Purchase~~Quarter ~~Agreement~~2025 ~~has~~Earnings ~~been~~Release ~~extended~~Presentation. Copies of the press release relating to ~~December~~the ~~15,~~Company’s ~~2026~~earnings results and the ~~facility~~related ~~limit~~presentation ~~has~~are ~~decreased~~attached ~~from~~hereto ~~$650~~as ~~million~~Exhibit to99.1 ~~$580~~and ~~million~~Exhibit 99. ~~The~~2, ~~Amendment~~respectively. ~~also~~Certain ~~includes~~supplemental ~~technical~~information relating to non-GAAP financial measures reported in the attached press release and ~~ministerial~~presentation ~~changes~~is included on pages 34 through 36 of Exhibit 99.1 and pages 29 through 32 of Exhibit 99.2.

~~Additionally,~~Item 9.01. ~~pursuant~~Financial toStatements ~~a Performance Guarantee dated as of December 16, 2014,~~ and confirmed as of December 15, 2025, made by Wintrust in favor of Plaza Trust (“Amendment of Performance Guarantee”), Wintrust guarantees the performance of First Canada of its obligations under the Receivables Purchase Agreement and any subsequent amendments thereto.Exhibits

Lastly, a Fee Letter by Plaza Trust dated December 15, 2025 (“Amendment of Fee Letter”) replaces the fee letter dated August 29, 2024 and modifies the fund costs, rates, notices and fees.

The foregoing descriptions of the Amendment, Amendment of Performance Guarantee, and Amendment of Fee Letter are qualified in their entirety by the full text of such agreements, which are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
Exhibit
10.1		Thirteenth Amending Agreement, dated as of December 15, 2025 by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust Company, in its capacity as trustee of Plaza Trust, by its Financial Service Agent, Royal Bank of Canada.
99.1	Fourth Quarter 2025 Earnings Release dated January 20, 2026
10.2		Performance Guarantee Confirmation made as of December 15, 2025 by Wintrust Financial Corporation in favor of CIBC Mellon Trust Company, Plaza Trust.
99.2	Fourth Quarter 2025 Earnings Release Presentation dated January 20, 2026
10.3		Fee Letter dated as of December 15, 2025 by CIBC Mellon Trust Company, in its capacity as trustee of Plaza Trust, by its Financial Service Agent, Royal Bank of Canada and acknowledged by First Insurance Funding of Canada Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~•Schedules have been omitted pursuant to Item 601(b)(~~2~~) of Regulation S-K. Wintrust agrees to furnish supplementally a copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request.~~

Signature

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

WINTRUST FINANCIAL CORPORATION (Registrant) By: /s/~~Kathleen~~ MDavid L. ~~Boege~~Stoehr ~~Kathleen~~David ML. ~~Boege~~StoehrExecutive ~~Executive~~ Vice President, and Chief ~~Legal~~Financial Officer ~~and Corporate Secretary~~

Date: ~~December 17~~January 20, ~~2025~~2026

INDEX TO EXHIBITS



Exhibit
99.1			Fourth Quarter 2025 Earnings Release dated January 20, 2026
99.2			Fourth Quarter 2025 Earnings Release Presentation dated January 20, 2026

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