WTFC 10-K & 10-Q changes, risk factors and insider trading

•Includes risks related to deterioration in economic conditions and economic declines in the Chicago metropolitan, southern Wisconsin and west Michigan market areas, since our business is concentrated in these regions, andas well as climate change and related environmental and sustainability matters.

The physical risks of climate change include discrete events, such as flooding, hurricanes, tornadoes and wildfires, and longer-term shifts in climate patterns, such as extreme heat, sea level rise, increased severe weather, and more frequent and prolonged drought. Such events could disrupt our operations or those of our customers or third parties on which we rely, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility. Additionally, transitioning to a low-carbon economy would entail extensive policy, legal, technology, human capital and market initiatives, each of which may be costly. Transition risks, including changes in consumer preferences, additional regulatory requirements or taxes and additional counterparty or customer requirements, could increase our expenses, undermine our strategies and impact our financial condition.

We face competition in attracting and retaining deposits, making loans, and providing other financial services (including wealth management services) throughout our market area. Our competitors include national, regional and other community banks, and a wide range of other financial institutions such as credit unions, government-sponsored enterprises, mutual fund companies, insurance companies, factoring companies and other non-bank financial companies such as marketplace lenderslenders, cryptocurrency companies (including stablecoins) and other financial technology companies. Many of these competitors have substantially greater resources and market presence or more advanced technology than Wintrust and, as a result of their size, may be able to offer a broader range of products and services, better pricing for those products and services, or newer technologies to deliver those products and services than we can. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. ForThere example,could be new tailoring regulations, similar to the implementing regulations of the Economic Growth ActAct, and its implementing regulationsthat significantly reduce the regulatory burden of certain large BHCs and raise the asset thresholds at which more onerous requirements apply, which could cause certain large BHCs to become more competitive or to more aggressively pursue expansion. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as mobile payment and other automatic transfer and payment systems, and for banks that do not have a physical presence in our markets to compete for deposits. The absence ofof, or differences in, regulatory requirements may give non-bank financial companies a competitive advantage overover, or encourage additional entrants to become competitors of, Wintrust. For example, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (GENIUS Act) provides a legal framework for stablecoins to be issued in the United States, which may allow new and existing competitors to compete for funds that may have otherwise been deposited with banks.

Maintaining trust in the Company is critical to our ability to attract and maintain customers, investors and employees. If our reputation is damaged, our business could be significantly harmed. Harm to our reputation could arise from numerous sources, including, among others, employee misconduct, cyber-attacks, information security breaches and cybersecurityother breaches,similar incidents, compliance failures, litigation or regulatory outcomes or governmental investigations. Our reputation could also be harmed by the failure or perceived failure of an affiliate or a vendor or other third party with which we do business, to comply with applicable laws or regulations. In addition, our reputation or prospects could be significantly damaged by adverse publicity or negative information regarding the Company, whether or not true, that may be posted on social media, non-mainstream news services or other parts of the internet, and this risk can be magnified by the speed and pervasiveness with which information is disseminated through those channels.

IncreasedEvolving focus on environmental, social and governance (“ESG”) issues could damage our reputation or prospects if customers, prospective customers, investors or third parties assigning ESG ratings to the Company are of the opinion that the Company’s practices, including without limitation our lending practices, are not sufficiently robust from an ESG perspective, or otherwise disagree with the Company’s practices. Simultaneous, disparate and divergent sentiments on ESG-related matters from multiple stakeholder groups increase the risk that any action or lack thereof by us on such matters will be perceived negatively by some stakeholders. We may be subject to laws or regulations related to ESG or sustainability matters, including those impacting disclosure, diligence or investment decisions. Failing to comply with expectations and standards from investors, customers, regulators, policymakerslawmakers and other stakeholders regarding ESG-related issues, or taking action in conflict with one or another of those stakeholders’ expectations, could also lead to a loss of business, adverse publicity, increased costs, an adverse impact on our reputation, customer complaints or other adverse consequences.

At the same time, “anti-ESG” sentiment has gained momentum among certain groups across the United States, and the federal and certain state governments have proposed or enacted anti-ESG legislation, rules, regulations and policies. Such anti-ESG measures may lead to increased scrutiny and expose us to the risk of litigation, regulatory exposure and reputational harm. Additionally, certain states now require that certain investment managers make investments based solely on financial considerations, without regard to consideration of ESG factors. If investors subject to such legislation viewed us, our policies or our practices as being in contradiction of such anti-ESG requirements, such investors may not invest in us, which could negatively affect our financial performance.

Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and transferring funds directly without the assistance of banks. In addition, transactions using digital assets, including cryptocurrencies, stablecoins and other similar assets, have increased substantially over the course of the last several years. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations.

Our financial results have been and will continue to be impacted by our strategy of branch openings and de novo bank formations. We expect to increase the opening of additional branches and may, under certain circumstances, resume de novo bank formations. It may take longer than expected or more than the amount of time Wintrust has historically experienced for new banks and/or banking facilities to reach profitability, and there can be no guarantee that these branches or banks will ever be profitable. Moreover, the OCC’s and FDIC's enhanced supervisory period for de novo banks of three years, including higher capital requirements during this period, could also delay a new bank's ability to contribute to the Company's earnings and impact the Company's willingness to expand through de novo bank formation. To the extent we undertake additional de novo bank, branch and business formations, our level of reported net income, return on average equity and return on average assets will be impacted by startup costs associated with such operations, and it is likely to continue to experience the effects of higher expenses relative to operating income from the new operations. These expenses may be higher than we expected or than our experience has shown, which could have a material adverse effect on our business, financial condition and results of operations.

The Federal Reserve lowered interest rates towards the end of 2024,2024 whileand maintainingduring its balance sheet reduction throughout the entire year.2025. Inflation remains above the Federal Reserve's two percent target rate and while the Federal Reserve may seek to further lower interest rates in 2025,2026, the range of potential rate paths will ultimately be driven by inflation data, labor market performance, and economic growth. It is anticipated the Federal Funds Rate will remain restrictive in the near term. Sustained higher interest rates and continued Federal Reserve asset reductions may adversely affect market stability, market liquidity, and our financial performance and condition. We cannot predict the nature or timing of future changes in monetary policies, or the precise effects that future changes in monetary policies may have on our activities and financial results.

We are subject to extensive federal and state regulation and supervision. The cost of compliance with such laws and regulations can be substantial and adversely affect our ability to operate profitably. Changes in the U.S. presidential administration and Congress have led and will likely continue to lead to changes in law or policy. In addition, changes in key personnel at the agencies that regulate us, including the federal banking regulators, may result in differing interpretations of existing rules and guidelines. Although the current presidential administration has indicated an intent to pursue the regulation of the financial services industry differently than was the case under the previous administration, there is significant uncertainty regarding the direction this administration will continue to take and its ability to implement its policies and objectives, as well as the ultimate impact on potential new regulatory initiatives and the enforcement of existing laws and regulations. While we are unable to predict the scope or impact of any potential legislation or regulatory action until it becomes final,action, it is possible that changes in applicable laws, regulations or interpretations thereof could significantly increase our regulatory compliance costs, impede the efficiency of our internal business processes, negatively impact the recoverability of certain of our recorded assets, require us to increase our regulatory capital, interfere with our executive compensation plans, or limit our ability to pursue business opportunities in an efficient manner including our plan for de novo growth and growth through acquisitions. It is also possible the expected changes in regulation do not occur or are reversed by a subsequent administration, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than us.

In addition to various data privacy and cybersecurity lawslaws, regulations, rules and regulationsstandards already in place, U.S. states are increasingly adopting lawslaws, regulations, rules and regulationsstandards imposing comprehensive data privacy and cybersecurity obligations, which may be more stringent, broader in scope, or offer greater individual rights, with respect to personal information than federal or other state lawslaws, regulations, rules and regulations,standards and such lawslaws, regulations, rules and regulationsstandards may differ from each other, which may complicate compliance efforts and increase compliance costs. Certain aspects of federal and state lawslaws, regulations, rules and regulationsstandards relating to data privacy and cybersecurity, as well as their enforcement, remain unclear, and we may be required to modify our practices in an effort to comply with them.

Further, while we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rulesrules, standards and industrycontractual standards,obligations, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy or cybersecurity. Although we endeavor to comply with our privacy policies, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other documentation that provide promises and assurances about data privacy and cybersecurity can subject us to potential federal or state action if they are found to be deceptive, unfair, or misrepresentative of our actual practices. Additional risks could arise in connection with any failure or perceived failure by us, our service providers or other third parties with which we do business to provide adequate disclosure or transparency to our customers about the personal information collected from them and its use, to receive, document or honor the privacy preferences expressed by our customers, to protect personal information from unauthorized disclosure, or to maintain proper training on privacy practices for all employees or third parties who have access to personal information in our possession or control.

Any failure or perceived failure by us to comply with our privacy policies, or applicable data privacy and cybersecurity laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, releaserelease, transfer or transferother processing of personal information, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, proceedings or actions against us, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could harm our reputation, distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our products and services, and ultimately result in the imposition of liability, any of which could have a material adverse effect on our business, financial condition and results of operations. For more information regarding data privacy and cybersecurity lawslaws, regulations, rules and regulations,standards, see “Protection of Client Information” under Supervision and Regulation in Item 1.

Federal, state and local laws have been adopted that are intended to eliminate certain lending practices considered “predatory.” These laws prohibit practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. The CFPB has promulgated many mortgage-related rules since it was established under the Dodd-Frank Act, including rules relating to the ability to repay loans and relating to qualified mortgage standards. Most of these mortgage-related rules have been adopted, although portions of certain of these rules have not yet become effective. We may find it necessary to tighten our mortgage loan underwriting standards in response to theconsumer CFPBlending laws or rules, which may constrain our ability to make loans consistent with our business strategies. It is our policy not to make predatory loans and to determine borrowers' ability to repay, but the law and related rules create the potential for increased liability with respect to our lending and loan investment activities. They increase our cost of doing business and, ultimately, may prevent us from making certain loans and cause us to reduce the average percentage rate or the points and fees on loans that we do make. In addition, regulation related to redlining, fair lending, CRA compliance and BSA compliance create significant burdens which necessitate increased costs. Any failure to comply with any of these regulations could have a significant impact on our ability to operate, our ability to acquire or open new banks and/or result in meaningful fines.

The U.S.federal Baselbanking IIIagencies’ Rule,capital rules, as well as other aspects of current or proposed regulatory or legislative changes to laws or regulations applicable to banking organizations, have increased our compliance costs, impacted the profitability of our business activities and may change certain of our business practices, including the ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations in order to comply, and could therefore also materially and adversely affect our business, financial condition and results of operations.

The Dodd-Frank Act and FDIC regulations use an assessment base for federal deposit insurance premiums based on average total consolidated assets less average tangible capital. There is a risk that the banks’ deposit insurance premiums will increase in the future if failures of insured depository institutions once again deplete the DIF. Additionally, to recoup losses to the DIF resulting from the bank failures of 2023, the FDIC also adopted a special assessment that became effective in 2024 and will be collected over an initial eight quarterly assessment periods, whichwith the FDICeighth currentlyquarter projects willto be extended for an additional two quarterscollected at a lower rate, subject to certain adjustments. There is a risk that the FDIC could adopt additional special assessments in the future to recoup future DIF losses. Either of these events could negatively impact our financial condition and results of operations. For more information regarding the most recent increase to the banks’ deposit insurance premiums, see “Insurance of Deposit Accounts” under Supervision and Regulation in Item 1.

Non-compliance with the USABank PATRIOTSecrecy Act,Act BSAand orits implementing regulations, and other applicable anti-money laundering laws and regulations could result in fines or sanctions.

The Bank Secrecy Act, as amended by the USA PATRIOT Act (the “BSA”), and theits BSAimplementing regulations require financial institutions to develop risk-based anti-money laundering compliance programs designed toto, among other things, prevent financial institutions from being used for money laundering, the funding of terrorist activitiesfinancing or other illicit finance activities. If suchsuspicious activities are detected, financial institutions are obligatedrequired to file suspicious activity reports with FinCEN. The BSA and its implementing regulations require covered financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new accounts. Failure to comply with the BSA and its implementing regulations could result in fines or sanctions. An increasing number of banking institutionsbanks have received large fines for non-compliance with the BSA and its implementing regulations. Although we have developed policies and procedures designed to assist in compliance with thesethe lawsBSA and its implementing regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of theseapplicable laws and regulations.law.

FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada's premium finance loans are primarily secured by the insurance policies financed by the loans. These insurance policies are written by a large number of geographically dispersed insurance companies. Our premium finance receivables balances finance insurance policies that are spread among a large number of insurers; however, one of the insurers represents approximately 10%9% of such balances and two additional insurers represent approximately 8% and 6% each of such balances. FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada consistently monitor carrier ratings and financial performance of our carriers. While FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada can mitigate risks as a result of this monitoring to the extent that commercial or life insurance providers experience widespread difficulties or credit downgrades, the value of our collateral will be reduced. FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada are also subject to the possibility of insolvency of insurance carriers in the commercial and life insurance businesses that are in possession of our collateral. If one or more large nationwide insurers were to fail, the value of our portfolio could be significantly negatively impacted. A significant downgrade in the value of the collateral supporting our premium finance business could impair our ability to create liquidity for this business, which, in turn could negatively impact our ability to expand.

In response to inflationary forces, theThe Federal Reserve has maintained a restrictive monetary policy stance, despite loweringlowered rates at the end of 2024.2024 and during 2025. The federal funds rate ended 20242025 at a range of 4.25-4.50%.3.50-3.75%. Though we expect the Federal Reserve to slow the rate of decreases, weWe cannot predict the nature or timing of future changes in monetary policies or the precise effects that they may have on our activities and financial results. For more discussion of this issue, see the above risk factor “Changes in the United States’ monetary policy may restrict our ability to conduct our business in a profitable manner.”

We seek to mitigate our interest rate risk through several strategies, which may not be successful. With the relatively low interest rates that prevailed in past years, we were able to augment the total return of our investment securities portfolio by selling call options on fixed-income securities that we own. We recorded fee income of approximately $10.2$20.7 million, $21.9$10.2 million and $14.1$21.9 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. We also mitigate our interest rate risk by entering into interest rate swaps and other interest rate derivative contracts from time to time with counterparties. The Company held $6.7$6.85 billion of derivativesderivative effectivecontracts as of December 31, 20242025 that were designated as cash flow hedges against the potential downward repricing of variable rate loans. To the extent that the market value of any derivative contract moves to a negative market value, we are subject to loss if the counterparty defaults. In the future, there can be no assurance that such mitigation strategies will be available or successful or that we will be successful in implementing any new mitigation strategies necessary to address the current rising interest rate environment. In addition, transactions entered into as part of mitigation strategies employed to mitigate risks associated with a prolonged low interest rate environment could be less beneficial or result in losses if interest rates continue to rise.

Deposits are a low cost and stable source of funding. Wintrust competes with banks and other financial institutionsinstitutions, including financial technology companies, for deposits (see the above risk factor “Risks Related to Economic Conditions and Operating Environment - The financial services industry is very competitive, and if we are not able to compete effectively, we may lose market share and our business could suffer”) and as a result, Wintrust could lose deposits in the future, clients may shift their deposits into higher cost products or Wintrust may need to raise interest rates to avoid deposit attrition. Funding costs may also increase if lost deposits are replaced with wholesale funding. Higher funding costs reduce Wintrust’s net interest margin, net interest income and net income. Any of a variety of single or combined factors could contribute to adverse movement in deposits or deposit costs, including but not limited to economic uncertainty, rapid movements in market interest rates or the Federal Reserve’s monetary policy, entrance of competitors, disruptive technology or decreased confidence in Wintrust or the banking industry.

As of December 31, 2024,2025, we have been rated by Fitch Ratings as "BBB+" and, Morningstar DBRS as "A (low)" and Kroll Bond Rating Agency as “A-”. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization.

Our creditworthiness is not fixed and should be expected to change over time as a result of company performance and industry conditions. We cannot give any assurances that our credit ratings will remain at current levels, and it is possible that our ratings could be lowered or withdrawn by Fitch RatingsRatings, Morningstar DBRS or MorningstarKroll DBRS.Bond Rating Agency. Any actual or threatened downgrade or withdrawal of our credit rating could affect our perception in the marketplace and our ability to raise capital, and could increase our debt financing costs.

The potential for operational risk exposure exists throughout our business and, as a result of our interactions with, and reliance on, third parties, is not limited to our own internal operational functions. Our operational and security systems, networks and infrastructure, including our computer systems and networks, data management, and internal processes, as well as those of third parties, are integral to our performance. We rely on our employees and third parties in our day-to-day and ongoing operations, who may, as a result of human error, misconduct, malfeasance or failure, or breach of our or of third-party systemssystems, networks or infrastructure, expose us to risk. For example, our ability to conduct business may be adversely affected by any significant disruptions to us or to third parties with whom we interact or upon whom we rely. In addition, our ability to implement backup systems and other safeguards with respect to third-party systemssystems, networks and infrastructure is more limited than with respect to our own systems.systems, networks and infrastructure. Moreover, technological or financial difficulties of one of our third-party vendors or service providers or their subcontractors could adversely affect our business to the extent those difficulties resultsresult in the interruption or discontinuation of products or services provided by an affected vendor.vendor or service provider. Our financial, accounting, data processing, backup or other operating or security systems, networks and infrastructure, or those of third parties, may fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could adversely affect our ability to process transactions or provide services. Such events may include sudden increases in customer transaction volume; electrical, telecommunications or other major physical infrastructure outages; natural disasters such as earthquakes, tornadoes, wildfires, hurricanes and floods; disease pandemics; and events arising from local or larger scale political or social matters, including wars and terrorist acts. In addition, we may need to take our systemssystems, networks or networksinfrastructure offline if they become infected with malware or a computer virus or as a result of another form of cyber-attack, information security breach or other similar incident. In the event that backup systems are utilized, they may not process data as quickly as our primary systemssystems, networks or infrastructure and some data might not have been saved to backup systems, potentially resulting in a temporary or permanent loss of such data. Our business recovery plan may not be adequate and may not prevent significant interruptions of our operations or substantial losses. We frequently update our systemssystems, network and infrastructure in an effort to support our operations and growth and to remain compliant with all applicable laws, regulations, rules and regulations.standards. This updating entails significant costs and creates risks associated with implementing new systemssystems, networks and networksinfrastructure and integrating them with existing ones, including business interruptions. Implementation and testing of controls related to our computer systemssystems, networks and networks,infrastructure, security monitoring and retaining and training personnel required to operate our systemssystems, networks and infrastructure also entail significant costs.

We may not be insured against all types of losses as a result of disruptions to or failures of our operational and security systems, networks and infrastructure or those of third parties, and our insurance coverage may not be available on reasonable terms, or at all, or may be inadequate to cover all losses resulting from such disruptions or failures. Disruptions or failures in our business structure or in the structure of one or more of our third-party vendors or service providers could interrupt the operations or increase the cost of doing business. The occurrence of any disruptions or failures impacting our or our third-party vendors’ or service providers’ operational or security systems, networks or infrastructure could result in a loss of customer business and expose us to additional regulatory scrutiny, civil litigation, and possible financial liability, any of which could adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm.

Our computer systemssystems, networks and network infrastructure and those of third parties, on which we are highly dependent, are subject to security risks and could be susceptible to cyber-attacks, information security breaches and other similar incidents. Our business relies on the secure processing, transmission, storage and retrieval of confidential, personal, proprietary and other information in our computer and data management systemssystems, networks and networks,infrastructure, and in the computer and data management systemssystems, networks and networksinfrastructure of third parties. In addition, to access our network, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks.

We, our customers, regulators and other third parties, including other financial services institutions and companies engaged in data processing, have been subject to, and are likely to continue to be the target of, cyber-attacks, information or security breaches, and other similar incidents. These may include, among other things, computer viruses, malicious or destructive code, phishing attacks, denial of service or information, ransomware, malfeasance or improper access by employees or vendors, attacks on personal email of employees, hacking, terrorist activities, identity theft, social engineering, credential stuffing, account takeovers, insider threats, human error, fraud, or other similar incidents that could result in the unauthorized release, gathering, monitoring, misuse, misappropriation, loss, disclosure or destruction of confidential, personal, proprietary and other information of ours, our employees, our customers or of third parties, damage to our systems and networks or other material disruption of our or our customers’ or other third parties’ network access or business operations. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities or incidents. Despite efforts to ensure the integrity of our systemssystems, networks and infrastructure and implement controls, processes, policies and other protective measures, we may not be able to anticipate all cyber-attacks, information security breaches,breaches and other similar incidents, nor may we be able to implement guaranteed preventivepreventive, mitigating or remedial measures against such cyber-attacks, information security breaches.breaches and other similar incidents. Cyber threats are rapidly evolving and we may not be able to anticipate or preventprevent, mitigate or remediate all such attackscyber threats and could be held liable for any cyber-attack, information security breach or loss.other similar incident.

Cybersecurity risks for banking organizations have significantly increased in recent years in part because of the proliferation of new technologies, and the use of the internet and telecommunications technologies to conduct financial transactions. For example, cybersecurity risks may increase in the future as we continue to increase our mobile-payment and other internet-based product offerings and expand our internal usage of web-based products and applications. In addition, cybersecurity risks have significantly increased in recent years in part due to the increased sophistication and activities of organized crime affiliates, terrorist organizations, hostile foreign governments, nation states, nation state-supported actors, disgruntled employees or vendors, activists and other external parties, including those involved in corporate espionage.espionage, and any of the foregoing may see their efforts enhanced by the use of artificial intelligence and machine learning. Even the most advanced internal control environment may be vulnerable to compromise. Targeted social engineering attacks and "spear phishing" attacks are becoming more sophisticated and are extremely difficult to prevent. In such an attack, an attacker will attempt to fraudulently induce colleagues, customers or other users of our systems and networks to disclose sensitive information (including confidential, personal, proprietary and other information) in order to gain access to its data or that of its clients. Persistent attackers may succeed in penetrating defenses given enough resources, time, and motive. The techniques used by cyber criminals change frequently and may not be recognized until launched or until well after a breach has occurred. The risk of a security breach caused by a cyber-attack, information security breach or other similar incident at a vendor or by unauthorized vendor access has also increased in recent years. Additionally, the existence of cyber-attacks, information security breaches or other similar incidents at third-party vendors and service providers with access to our data may not be disclosed to us in a timely manner. While we generally perform cybersecurity diligence on our key vendors,vendors and service providers, because we do not control our vendors and service providers and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share them. Due to applicable lawslaws, andregulations, regulationsrules, standards or contractual obligations, we may be held responsible for cyber-attacks, information security breaches or other similar incidents attributed to our vendors and service providers as they relate to the information we share with them.

We also face indirect technology, cybersecurity and operational risks relating to the customers, clients and other third parties with whom we do business or upon whom we rely to facilitate or enable our business activities, including, for example, financial counterparties, regulators and providers of critical infrastructure such as internet access and electrical power. As a result of increasing consolidation, interdependence and complexity of financial entities and technology systems, a technology failure, cyber-attack, information security breach or other similar incident that significantly degrades, deletes or compromises the systems, networks or infrastructure, including the data therein, of one or more financial entities could have a material impact on counterparties or other market participants, including us. This consolidation, interconnectivity and complexity increases the risk of operational failure, on both individual and industry-wide bases, as disparate systemssystems, networks and infrastructure need to be integrated, often on an accelerated basis. Any third-party technology failure, cyber-attack, information security breach, termination, constraint or other similar incident could, among other things, adversely affect our ability to effect transactions, service our clients, manage our exposure to risk or expand our business.

Although we believe that we have appropriate information security procedures and controls designed to prevent or limit the effects of a cyber-attack, information security breach or other similar incident, our or our customers’ and/or third parties’ computers, systems orsystems, networks and infrastructure may be the target of cyber-attacks, information security breaches or other similar incidents that could result in the unauthorized release, accessing, gathering, monitoring, loss, destruction, modification, acquisition, transfer, use or other processing of our or our customers’ confidential, personal, proprietary and other information. Additionally, we may not be insured against all types of losses as a result of cyber-attacks, information security breaches and other similar incidents, and our insurer may deny coverage as to any future claim or insurance coverage may not be available on reasonable terms, or at all, or may be inadequate to cover all losses resulting from such incidents.

Cyber-attacks, information security breaches or similar incidents, whether directed at us or third parties, may result in a material loss or have material consequences. Furthermore, the public perception that a cyber-attackcyber-attack, information security breach or other similar incident on our systemssystems, networks or infrastructure has been successful, whether or not this perception is correct, may damage our reputation with customers and third parties with whom we do business. Hacking or other unauthorized disclosure of personal information and identity theft risks, in particular, could cause serious reputational harm. A successful penetrationcyber-attack, information security breach or circumventionother ofsimilar system securityincident could cause us serious negative consequences, including our loss of customers and business opportunities, significant disruption to our operations and business, misappropriation or destruction of our confidential, personal, proprietary or other information and/or that of our customers or other third parties, or damage to our or our customers’ and/or third parties’ computers,systems, systemsnetworks or networks,infrastructure, and could result in a violation of applicable data privacy and cybersecurity laws and regulations and other lawslaws, regulations, rules, standards and regulations,contractual obligations, litigation exposure, regulatory fines, penalties or intervention, remediation costs, loss of confidence in our security measures, reputational damage, reimbursement or other compensatory costs, remediation costs, additional compliance costs, and could adversely impact our results of operations, liquidity and financial condition.

The Company recorded net income of $695.0$823.8 million for the year of 20242025 compared to $622.6$695.0 million and $509.7$622.6 million for the years of 20232024 and 2022,2023, respectively. The results for 20242025 demonstratewere driven by increased net interest income primarily due to increased growth in earning assets, as well as increased wealth management revenue and mortgage banking revenues as a result of a favorable fair value adjustments of MSRs, net of servicing hedge, and an increase in loans originated for sale, partially offset by payoffs, paydowns and repurchases of the existing portfolio.assets.

The Company increased its loan portfolio from $42.1 billion at December 31, 2023 to $48.1 billion at December 31, 2024.2024 to $53.1 billion at December 31, 2025. This increase was primarilyacross dueall tomajor growth in several portfolios, including the commercial, industrial and other, commercial real estate, property and casualty premium finance receivables, and residential real estateloan portfolios. For more information regarding changes in the Company’s loan portfolio, see “Analysis of Financial Condition – Interest Earning Assets” and Note (4) “Loans” to the Consolidated Financial Statements presented under Item 8 of this Annual Report on Form 10-K.

The Company recorded net interest income of $2.2 billion in 2025 compared to $2.0 billion and $1.8 billion in 2024 compared to $1.8 billion and $1.5 billion in 2023 and 2022,2023, respectively. The higher level of net interest income recorded in 20242025 compared to 20232024 resulted primarily from a $5.7$7.4 billion increase in average earning assets partially offset by a 15 basis point decline in the net interest margin in 2024 (see “Net Interest Margin” section later in this Item 7 for further detail).

Non-interest income totaled $488.3$501.9 million in 2024,2025, increasing $54.2$13.6 million, or 12%,3%, compared to 2023.2024. The increase in non-interest income in 20242025 compared to 20232024 was primarily attributable to service charges on deposits, gains on investment securities and fees from covered call options. This was offset by a decrease in other non-interest income which included 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 and ana increaseslight decrease in mortgage banking revenues as a result of favorable fair value adjustments of MSRs, net of servicing hedge, and an increase in loans originated for sale, partially offset by payoffs, paydowns and repurchases of the existing portfolio (see “Non-Interest Income” section later in this Item 7 for further detail).

Non-interest expense totaled $1.4$1.5 billion in 2024,2025, increasing $90.2$109.3 million, or 7%,8%, compared to 2023.2024. The increase compared to 20232024 was primarily attributable to ana $69.1$56.2 million increase in salary and employee benefits expense and a $18.2$19.6 million increase in software and equipment expense (see “Non-Interest Expense” section later in this Item 7 for further detail).

TheIn economic environment in 2024 included the return of a more normal shaped yield curve that is no longer inverted as2025, the Federal Reserve Open Market Committee pivotedcontinued toits reducecurrent cycle of reducing short term interest rates in thepart seconddue halfto ofdeclining 2024.inflation. Additionally,However, longer term interest rates did not experience a commensurate reduction resulting in an upward sloping yield curve. Although uncertainty prevails, overall economic forecasts improved resulting in generally favorable credit trends for banks. The Company has employed certain strategies to manage net income in the current environment, including those discussed below.

The Company has leveraged its operating strengths to grow its earning assets base while maintaining a stable net interest margin in 2024.2025. In 2024,2025, the Company'sCompany’s net interest margin decreasedincreased to 3.51%3.52% (3.53% on a fully tax-equivalent basis, non-GAAP) as compared to 3.66%3.51% (3.68%3.53% on a fully tax-equivalent basis, non-GAAP) in 2023,2024, primarilyas duethe Company was able to increasedreprice depositdeposits competitionto followingoffset bankthe failuresimpact inof 2023.earning asset repricing. Significant growth in earning assets resulted in the Company’s net interest income increasing by $124.7$261.5 million in 20242025 compared to 2023. Based on contractual terms, approximately 74% of our current loan balances are projected to reprice or mature in 2025.2024. The magnitude of potential changes in net interest income in various interest rate scenarios has continued to remain relatively neutral. AsManagement thehas current interest rate cycle progressed, management tooktaken action to reposition its sensitivity to interest rates.rates to stabilize net interest margin following the rise in short term interest rates in 2022 and 2023. To this end, management has executed various derivative instruments including collarscollars, floors 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.

The interest rate environment impacts the profitability and mix of the Company’s mortgage banking business which generated revenues of $90.8 million in 2025 and $93.2 million in 20242024, representing 3% and $83.1 million in 2023, representing 4% of total net revenue in both 20242025 and 2023.2024, respectively. Mortgage banking revenue is primarily comprised of gains on sales of mortgage loans originated for new home purchases as well as mortgage refinancing. Mortgage revenue is also impacted by changes in the fair value of MSRs and EBOs guaranteed by U.S. government agencies. Mortgage originations for sale totaled $2.6 billion and $2.0 billion in 20242025 and 2023,2024. respectively.In 2025, approximately 68% of originations were mortgages associated with new home purchases, while 32% of originations were related to refinancing of mortgages. In 2024, approximately 75% of originations were mortgages associated with new home purchases, while 25% of originations were related to refinancing of mortgages. In 2023, approximately 83% of originations were mortgages associated with new home purchases, while 17% of originations were related to refinancing of mortgages.

Management believes expense management is important to enhance profitability amid increased competition. Cost control and an efficient infrastructure should position the Company appropriately as it continues its growth strategy. Management continues to be disciplined in its approach to growth and plans to leverage the Company'sCompany’s existing expense infrastructure to expand its presence in existing and complimentary markets. Potentially impacting the cost control strategies discussed above, the Company anticipates increased costs resulting from the regulatory environment in which we operate as well as wage inflation, higher FDIC insurance assessmentsinflation and continued investment in technology.

•The Company’s 20242025 provision for credit losses totaled $101.0$95.6 million compared to a provision of $114.4$101.0 million in 20232024 and a provision of $78.6$114.4 million in 2022.2023. The lower provision in 20242025 was primarily the result of improvements in the macroeconomic forecast, specifically the Company’s macroeconomic forecasts of key model inputs (most notably, Commercial Real Estate Price Index andnotably Baa corporate credit spreads) despite growth in the Company's loan portfolios. Net charge-offs increaseddecreased to $72.3 million in 2025 (of which $56.9 million related to commercial and commercial real estate loans), compared to $94.4 million in 2024 (of which $67.8 million related to commercial and commercial real estate loans), compared toand $45.5 million in 2023 (of which $27.8 million related to commercial and commercial real estate loans) and $20.3 million in 2022 (of which $10.1 million related to commercial and commercial real estate loans).

•Excluding early buy-out loans (“EBO”) guaranteed by U.S. government agencies, total non-performing loans (loans on non-accrual status and loans more than 90 days past due and still accruing interest) were $170.8$185.8 million (of which $21.0$25.1 million, or 12%,14%, was related to commercial real estate) at December 31, 2024,2025, an increase of $31.8$15.0 million compared to December 31, 2023.2024. Non-performing loans as a percentage of total loans were 0.35% at December 31, 2025 compared to 0.36% at December 31, 2024 compared to 0.33% at December 31, 2023.2024.

•The Company’s other real estate owned increaseddecreased by $9.8$2.3 million to $23.1$20.8 million during 2024,2025, from $13.3$23.1 million at December 31, 2023.2024. The $23.1$20.8 million of other real estate owned as of December 31, 20242025 was comprised entirely of commercial real estate property.

Measurement of the allowance for credit losses. The Company adopted CECL as of January 1, 2020, which requires the estimate of expected credit losses over the entire life of financial assets measured at amortized cost. To measure lifetime expected credit losses, the Company adjusts credit loss estimates for reasonable and supportable forecasts of macroeconomic conditions. Such forecasts can significantly impact the profitability of our community banks as changing estimates of lifetime losses from period to period can result in significant fluctuations in provision for credit losses during those periods. In 2024,2025, such fluctuations in provision for credit losses favorably impacted the profitability of our community banks, primarily as a result of improvement in a key variablesvariable (Baa credit spread and Commercial Real Estate Price Index) within forecasted macroeconomic conditions.

Mortgage banking revenue. Our community banking franchise is also influenced by the level of fees generated by the origination of residential mortgages and the sale of such mortgages into the secondary market by Wintrust Mortgage. The Company recognized ana increasedecrease of $10.1$2.4 million in mortgage banking revenue in 20242025 compared to 20232024 primarily as a result of higher origination volumes and favorableunfavorable fair value adjustments of MSRs in 20242025 compared to 2023.2024. This was partially offset by gains recognized on derivative contracts held as an economic hedge and by changes in the fair value of early buy-out loans guaranteed by the U.S. government held-for-sale. Mortgage originations for sale totaled $2.6 billion and $2.0 billion in 2024 and 2023, respectively, and was driven by growth in both purchase2025 and refinance2024, originations as housing inventories have improved and interest rates pulled back from peak levels reached in 2023. Partially offsetting the impact of higher originations and production margins was the change in fair value on EBOs guaranteed by U.S. government agencies.respectively.

The primary driver of profitability related to the financing of life insurance premiums is the net interest spread that Wintrust Life Finance can produce between the yields on the loans generated and the cost of funds allocated to the business unit. Profitability of financing both commercial and life insurance premiums is also meaningfully impacted by leveraging information technology systems, maintaining operational efficiency and increasing average loan size, each of which allows us to expand our loan volume without significant capital investment.

Our business is heavily regulated and supervised by federal agencies, state agencies and the federal & provincial governments of Canada. Both theThe scope of the laws andlaws, regulations and the intensity of the supervision to which our business is subject have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors such as the regional banking uncertainty in early 2023, technological updates, and market changes. Many of these changes have occurred as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and its implementing regulations, most of which are now in place. We expect that our business will remain subject to extensive regulation and supervision.

The exact impact of the changing regulatory environment on our business and operations depends upon legislative or regulatory changes to reform the financial regulatory framework and the actions of our competitors, customers, and other market participants. Legislative and regulatory changes could have a significant impact on us by, for example, requiring us to change our business practices; requiring us to meet more stringent capital, liquidity and leverage ratio requirements; limiting our ability to pursue business opportunities; imposing additional costs and compliance obligations on us; limiting fees we can charge for services; impacting the value of our assets; or otherwise adversely affecting our businesses and our earnings’ capabilities. We have already experienced significant increases in compliance related costs in recent years, and we are now subject to more stringent risk-based capital and leverage ratio requirements than we were prior to the adoption of the U.S. Basel III Rules. We are also now subject to many mortgage-related rules promulgated by the CFPB that materially restructured the origination, services and securitization of residential mortgages in the United States. As discussed under Supervision and Regulation in Item 1, the FDIC adopted a final rule, applicable to all insured depository institutions, to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, which began in the first quarterly assessment period of 2023. There was no change to the initial base deposit insurance assessment rate in 2024.2025. Additionally, there was a special assessment by the FDIC that was levied on banks with an asset size above $5 billion to recoup losses from certain bank failures that occurred early in 2023. Special assessment payments began in June of 2024. The final scheduled payment will be made in March 2026. We will continue to monitor the impact that the implementation of applicable rules, regulations and policies arising out of any legislative or regulatory changes may have on our organization. For further discussion of the laws and regulations applicable to us and our subsidiary banks, please refer to “Business-Supervision and Regulation.”

On August 1, 2024, the Company completed its previously announced acquisition of Macatawa, the parent company of Macatawa Bank. In conjunction with the completed acquisition, the Company issued approximately 4.7 million shares of common stock. 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 carryingfair values of approximately $2.7$2.9 billion in assets, $2.3 billion in deposits and $1.4$1.3 billion in loans. As of December 31, 2024, the Companyfirst recorded preliminary goodwillquarter of approximately $142.1 million on2025, the purchase. The initial purchase accounting for the acquisition, in accordance with GAAP, for this business combination is notwas finalized and is thereforeno longer subject to change. See Note (7) “Business Combinations” to the Consolidated Financial Statements in Item 8 for a further discussion of recent and other transactions.

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. These policies require numerous estimates and strategic or economic assumptions, which may prove inaccurate or subject to variations. Changes in underlying factors, assumptions or estimates could have material impact on the Company’s future financial condition and results of operations. At December 31, 2024,2025, 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,and the valuation and accounting for derivative instruments and income taxesinstruments, 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 withby the Audit Committee of the Company’s Board of Directors and are discussed morein fullyfurther detail below.

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 includes the use of estimates related to the fair value of the underlying collateral and amount and timing of expected future cash flows on individually assessed financial assets, estimated credit losses on pools of loans with similar risk characteristics, and consideration of reasonable and supportable forecasts of macroeconomic conditions, all of which are susceptible to significant change. At December 31, 2024,2025, the loan and held-to-maturity debt securities portfolios represent 80%79% of 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, asthe wellDow asJones Total Stock Market Index for the commercial portfolio, and the Commercial Real Estate Pricing Index (“"CREPI”") specifically related to the commercial real estate portfolio. While the Dow Jones Total Stock Market Index is not a new macroeconomic variable, we have included the impact analysis due to the significant volatility experienced in this variable in 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.

Holding all other inputs constant, the following table provides a sensitivity analysis for the commercial real estate construction and non-construction portfoliosportfolio based on a 10% change in CREPIthe Dow Jones Total Stock Market Index from the assumption utilized in the estimate of that portfolio’s allowance for credit losses at December 31, 20242025:

FairA portion of the Company’s assets and liabilities are carried at fair value ison generallythe definedConsolidated Statements of Condition, with changes in fair value recorded either through earnings or other comprehensive income in accordance with GAAP. Certain asset and liability fair value estimates require significant management judgment and are disclosed as theLevel amount at which an asset or liability could be exchanged3 in athe currentfair transactionvalue betweenhierarchy. willing,Level unrelated3 parties, other than inincludes a forcedportion orof liquidationthe sale.following Fairportfolios: valuemunicipal issecurities, basedmortgage onloans quotedheld-for-sale, marketloans pricesheld-for-investment, inMSRs, anand activederivative market,assets. or ifSince market prices are not available, isLevel 3 fair values are estimated using models employing techniques such as matrix pricing or discounting expected cash flows. The significant assumptions used in the models, whichmodels include assumptions for interest rates, discount rates, prepayments and credit losses, are independently verified against observable market data where possible. Where observable market data is not available, the estimate of fair value becomes more subjective and involves a high degree of judgment.losses. In this circumstance, fair value is estimated based on management’s judgment regarding the value that market participants would assign to the asset or liability.liability because there are no observable markets to compare the assumptions to. This valuation process takes into consideration factors such as market illiquidity. Imprecision in estimating these factors can impact the amount recorded on the balance sheet for a particular asset or liability with related impacts to earnings or other comprehensive income. See Note (22) “Fair Value of Assets and Liabilities” to the Consolidated Financial Statements in Item 8 for a further discussion of fair value measurements.

The Company utilizes derivative instruments to manage risks such as interest rate risk or market risk. The Company’s policy prohibits using derivatives for speculative purposes. Accounting for derivatives differs significantly depending on whether a derivative is designated as an accounting hedge, which is a transaction intended to reduce a risk associated with specific assets or liabilities or future expected cash flows at the time it is purchased. In order to qualify as an accounting hedge, a derivative must be designated as such at inception by management and meet certain criteria. Management must also continue to evaluate whether the instrument effectively reduces the risk associated with the hedged item.hedge. To determine if a derivative instrument continues to be an effective hedge, the Company must make assumptions and judgments about the continued effectiveness of the hedging strategies and the nature and timing of forecasted transactions. If the Company’s hedging strategy were to become ineffective, hedge accounting would no longer apply and the reported results of operations or financial condition could be materially affected. See Note (21) “Derivative Financial Instruments” to the Consolidated Financial Statements in Item 8 for a further discussion of derivative accounting.

Net income for the year ended December 31, 2024,2025, totaled $823.8 million, or $11.40 per diluted common share, compared to $695.0 million, or $10.31 per diluted common share, comparedin to2024, and $622.6 million, or $9.58 per diluted common share, in 2023, and $509.7 million, or $8.02 per diluted common share, in 2022.2023. During 2024,2025, net income increased by $72.4$128.8 million and earnings per diluted common share increased by $0.73.$1.09. Net interest income increased in 20242025 compared to 20232024 primarily as a result of growth in average earning assets in 2024.2025. Non-interest income increased primarily due to 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 and an increase in mortgageservice bankingcharges revenueon deposit accounts, gains on investment securities, and fees from covered call options in 20242025 as compared 2023 primarily as a result of favorable fair value adjustments of MSRs, net of servicing hedge, and an increase in loans originated for sale, partially offset by unfavorable adjustments to the Company’s held-for-sale portfolio of EBOs guaranteed by U.S. government agencies, which are held at fair value.2024.

Other items impacting net income in 20242025 compared to 20232024 include increased salary and employee benefits expenses.expenses, as well as software and equipment expense.

Average earning assets increased $7.4 billion, or 13%, in 2025 and $5.7 billion, or 11%, in 2024 and $2.8 billion, or 6%, in 2023.2024. Loans are the most significant component of the earning asset base as they earn interest at a higher rate than the majority of other earning assets. Average loans increased $5.5 billion, or 12%, in 2025 and $4.4 billion, or 11%, in 2024 and $3.6 billion, or 10%, in 2023.2024. Total average loans as a percentage of total average earning assets were 80%,was 80% and 77% in 2024,2025, 20232024 and 2022, respectively.2023. The average yield on loans was 6.43% in 2025, 6.82% in 2024,2024 and 6.32% in 20232023, andreflecting 4.12%a decrease of 39 basis points in 2022,2025 reflectingand an increase of 50 basis points in 2024 and an increase of 220 basis points in 2023.2024. The higherlower loan yields in 20242025 compared to 20232024 is primarily due to existing loans repricing to lower rates as a result of newthe loandecrease originationsin atshort higherterm marketinterest rates alongthat with existing loans repricing at higher levelsbegan in 2024late compared to 2023.2024. The average yield on liquidity management assets was 3.86% in 2025, 3.85% in 2024,2024 and 3.53% in 20232023, andreflecting 2.15%an increase of one basis point in 2022,2025 reflectingand an increase of 32 basis points in 2024 and an increase of 138 basis points in 2023.2024. The higher yield in 20242025 compared to 20232024 is adue result ofto investment security purchases at higher market rates.rates partially offset by lower yields on interest bearing cash related to reductions in the federal funds rate. The average rate paid on interest-bearing deposits, the largest component of the Company’s interest-bearing liabilities, was 3.09% in 2025, 3.58% in 2024,2024 and 2.81% in 20232023, andrepresenting 0.62%a decrease of 49 basis points in 2022,2025 representingand an increase of 77 basis points in 2024 and an increase of 219 basis points in 2023.2024. The higherlower level of interest-bearing deposits rates in 20242025 compared to 20232024 is primarily a result of increasedrepricing depositexisting competitiondeposits drivingin conjunction with declining short term interest rates higher in 2024 compared to 2023.rates. As a result of the above, net interest margin decreasedincreased to 3.52% (3.53% on a fully taxable-equivalent basis, non-GAAP) in 2025 compared to 3.51% (3.53% on a fully taxable-equivalent basis, non-GAAP) in 2024 compared to 3.66% (3.68% on a fully taxable-equivalent basis, non-GAAP) in 2023.2024.

Mortgage banking revenue increaseddecreased in 20242025 as compared 20232024 primarily as a result of aan favorableunfavorable fair value adjustmentsadjustment of MSRs, net of servicing hedge, and a increase in loans originated for sale,MSRs partially offset by payoffs,favorable paydownshedge and repurchases of the existing portfolio.performance. 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. Mortgage loans originated for sale totaled $2.6 billion for the yearyears ended 2024 compared to $2.0 billion for the same period of 2023. The increase in originations was primarily driven by growth in both purchase2025 and refinance originations as housing inventories have improved and interest rates pulled back from peak levels reached in 2023.2024. The percentage of origination volume from refinancing activities was 25%32% in 20242025 as compared to 17%25% in 2023.2024.

The Company records MSRs at fair value on a recurring basis. During 2024, the fair value of the MSRs portfolio increased due to a favorable fair value adjustment of $4.4 million and2025, retained servicing rights which led to capitalization of $30.0$26.0 million, partially offset by a reduction in value of $23.0$23.7 million due to payoffs and paydowns of the existing portfolio.portfolio, as well as an unfavorable fair value adjustment of $11.1 million. Changes in the fair value of MSRs were partially offset by gains of $5.3 million on servicing hedges, resulting in a net decrease in the fair value of the MSR portfolio during the year. See Note (6) “Mortgage Servicing Rights (“MSRs”)” to the Consolidated Financial Statements in Item 8 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 during 20242025 was a $5.3 million favorable valuation adjustment compared to a $7.9 million unfavorable valuation adjustment compared to a $1.3 million favorable valuation adjustment in 2023.2024. The table below presents additional selected information regarding mortgage banking for the respective periods.

Net lossesgains on investment securities in 20242025 were primarily the result of unrealized lossesgains on equity investments.investment securities with a readily determinable fair value. The Company did not recognize any credit-related write-downs or other-than-temporary impairment charges within its available-for-sale or held-to-maturity investment securities portfolio in 20242025 or 2023,2024, respectively. See Note (3) “Investment Securities” to the Consolidated Financial Statements in Item 8 of this report for more information on net gains and losses on investment securities.

Fees from covered call option transactions totaled $20.7 million in 2025, compared to $10.2 million in 2024, compared to $21.9 million in 2023.2024. The Company has typicallyalways 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 December 31, 20242025 and 2023.2024.

Miscellaneous non-interest income includes loan servicing fees, income from other investments, service charges and other fees. The increaseddecreased miscellaneous other income for 20242025 compared to 20232024 was primarily due to 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 as well as a $4.6 million gain recognized in the second quarter of 2024 on the sale of premium finance receivables.

Salaries and employee benefits is the largest component of non-interest expense, accounting for 58% of the total in 20242025 compared to 57%58% in 2023.2024. Salaries and employee benefits increased in 20242025 compared to 20232024 primarily as a result of elevated commissions from increased mortgage production as well as due to theannual increasemerit inincreases employeesalong relatedwith toincreased thelevels growthof health insurance claims and a full year of impact of the Company,Macatawa including Macatawa.acquisition.

Amortization of other-acquisition related intangible assets increased in 20242025 compared to 2023.2024. The increase was primarily due to thea full-year of amortization in 2025 compared to a partial-year amortization in 2024 of the core deposit intangible associated with the Macatawa acquisition.acquisition completed during the third quarter of 2024.

Total FDIC insurance expense decreased in 20242025 compared to 20232024 primarily due to the Company’s recognition of approximately $34.4$5.2 million in 20232024 as comparedrelated to $5.2 million recognized in 2024 accrued for the estimated amount owed as a result of the FDIC special assessment on uninsured deposits in response to certain bank failures occurringthat occurred in 2023. In the fourth quarter of 2025, the FDIC announced a special assessment rate change from 3.36% to 2.97%. At that time, the Company recorded a partial reversal, of approximately $499,000, of the previously recorded special assessment.

Miscellaneous non-interest expense includes ATM expenses, correspondent banking charges, directors’ fees, telephone, postage, corporate insurance, dues and subscriptions, problem loan expenses and other miscellaneous operational losses and costs. Miscellaneous non-interest expense increased in 20242025 as compared to 20232024 primarily as a result of various other operational costs including an increase in interest payments made on collateral received for outstanding interest rate derivative contracts and includes approximately $4.3$7.0 million in acquisition related expenses recorded in 2025 compared to $4.3 million in 2024 related to the acquisition of Macatawa.

The Company recorded income tax expense of $294.6 million in 2025 compared to $252.0 million in 2024 compared toand $222.5 million in 2023 and $190.9 million 2022.2023. The effective tax rates were 26.3% in 2025, 26.6% in 2024,2024 and 26.3% in 2023 and 27.2% in 2022.2023. The effective tax rate in 20242025 is slightly higherlower due to the Company’s income tax expense being impacted by an increaseoverall inlower non-deductiblelevel itemsof provision for state income taxes and higher level of pre-tax income in the most recent comparable period. Income tax expense was also impacted by the tax effects related to the issuance of shares in share-based compensation plans. These tax effects fluctuate based on the Company’s stock price and timing of employee stock option exercises and vesting of other share basedshare-based awards. The Company recorded a net excess tax benefit related to share-based compensation of $4.5$3.9 million in 2024,2025, a net excess tax benefit of $2.9$4.5 million 2023,2024, and a net excess tax benefit of $2.9 million in 2022,2023, the majority of which were recognized in the first quarter in each year. Please refer to Note (17) “Income Taxes” to the Consolidated Financial Statements in Item 8 for further discussion and analysis of the Company’s tax position, including a reconciliation of the tax expense computed at the statutory tax rate to the Company’s actual tax expense.

The community banking segment’s net interest income for the year ended December 31, 20242025 totaled $1.5$1.8 billion as compared to $1.4$1.5 billion for the same period in 2023,2024, an increase of $95.3$224.8 million, or 7%.15%. The increase in 20242025 compared to 20232024 was primarily attributable to increased interest and fees on loans due to loan growth and increased interest rates, partially offset by increased interest expensegain on deposits.investment securities. The community banking segment recorded a provision for credit losses of $89.1 million in 2025 compared to $88.3 million in 2024 compared to $104.9 million in 2023.2024. The provision for credit losses decreasedincreased in 20242025 compared to 20232024 primarily due to improvements in the macroeconomic forecast partially offset by increased loan growth across portfolios includingslightly $15.5offset millionby inimproved Daymacroeconomic 1 loan loss provision related to the acquisition of Macatawa.forecasts. Non-interest income for the community banking segment increased $16.8$31.1 million, or 6%11% in 20242025 when compared to 2023.2024. The increase in non-interest income in 20242025 compared to 20232024 was primarily the result of increased mortgageservice bankingcharges revenueon duedeposit to favorable fair value adjustments of MSRs, net of servicing hedge,accounts and higherincreased originationsgain foron sale.investments. Non-interest expenses increased by $65.5$98.2 million in 20242025 compared to 2023,2024, primarily because of higher salary, commissions,salary and incentivebenefits compensation.expense. The community banking segment’s net income for the year ended December 31, 20242025 totaled $458.7$576.7 million, an increase of $44.7$118.0 million, compared to net income of $414.1$458.7 million in 2023.2024. The increase was primarily attributable to higher net interest income andoffset aby decreasean increase in thesalary provision for credit lossesexpenses in 2024,2025, as discussed above.

The specialty finance segment’s net interest income totaled $356.3$379.4 million for the year ended December 31, 2024,2025, compared to $329.0$356.3 million in the same period of 2023,2024, an increase of $27.2$23.1 million, or 8%.6%. The increase in 20242025 compared to 20232024 was primarily attributable to loan growth andacross increasedseveral interest rates on the premiumspecialty finance receivables portfolios. The specialty finance segment’s provision for credit losses totaled $6.5 million in 2025 compared to $12.7 million in 2024 compared to $9.5 million in 2023.2024. The increasedecrease was due to higherlower net charge-offs experienced in 2024 and loan growth.2025. The specialty finance segment’s non-interest income increased to $119.3$129.7 million for the year ended December 31, 20242025 compared to $106.0$119.3 million in 2023.2024. Non-interest expenses increased by $20.9$15.4 million in 20242025 compared to 2023,2024, primarily because of higher salary, commissions,salary and incentivebenefits compensationexpense as well as other segment expenses. For 2024,2025, our commercial premium finance operations, life insurance premium finance operations, leasing operations and accounts receivable finance operations accounted for 49%,48%, 30%,28%, 19%22%, and 2%,2% respectively, of the total revenues of our specialty finance business. Net income of the specialty finance segment totaled $186.3$205.3 million and $175.5$186.3 million for the years ended December 31, 20242025 and 2023,2024, respectively.

The following discussion and analysis of the financial condition of Wintrust Financial Corporation and its subsidiaries (collectively, “Wintrust” or the “Company”) as of MarchJune 31,30, 2026 compared with December 31, 2025 and MarchJune 31,30, 2025, and the results of operations for the three and six month periods ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, 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, 2025 (“2025 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.

FirstSecond Quarter Highlights

The Company recorded net income of $227.4$233.7 million for the firstsecond quarter of 2026 compared to $189.0$195.5 million in the firstsecond quarter of 2025. The results for the firstsecond quarter of 2026 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 growth. 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 $156.3$179.7 million for the firstsecond quarter of 2026 compared to $287.4$239.3 million for the firstsecond quarter of 2025.

The Company increased its loan portfolio from $48.7$51.0 billion at MarchJune 31,30, 2025 and $53.1 billion at December 31, 2025 to $54.1$55.7 billion at MarchJune 31,30, 2026. The increase in the current period compared to the prior periods was a result of growth inacross severalall portfolios,major includingloan the commercial, commercial real estate, and residential real estate loans held for investment portfolios.categories. 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.

The Company recorded net interest income of $579.0$597.4 million in the firstsecond quarter of 2026 compared to $526.5$546.7 million in the firstsecond quarter of 2025. This increase in net interest income recorded in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 resulted primarily from growth in earning assets, specifically a $5.0 billion increase in average loans. Net interest margin heldwas steady at 3.54%3.50% (3.56%3.52% on a fully taxable-equivalent basis, non-GAAP) in the firstsecond quarter of 2026 andcompared 2025to 3.52% (3.54% on a fully taxable-equivalent basis, non-GAAP) in the second quarter of 2025. The decrease in net interest margin is primarily due to lower loan yields (see “Net Interest Income” for further detail).

Non-interest income totaled $134.1$141.3 million in the firstsecond quarter of 2026 compared to $116.6$124.1 million in the firstsecond quarter of 2025. The increase is primarily due to an increase in wealthmortgage managementbanking revenue of $8.0$4.3 million, an increase in operating lease income of $3.9$3.6 million, and an increase in mortgagewealth bankingmanagement revenue of $2.9$3.1 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. This was partially offset by netdecreased lossesfees onfrom investmentcovered securitiescall options in the second quarter of $31,0002026 compared to approximately $3.2 million in net gains recognized in the firstsecond quarter of 2025 (see “Non-Interest Income” for further detail).

Non-interest expense totaled $382.6$397.5 million in the firstsecond quarter of 2026, an increase of $16.5$16.1 million, or 5%,4%, compared to the firstsecond quarter of 2025. This increase compared to the firstsecond quarter of 2025 was primarily attributable to increased salaries and employee benefits of $16.9$14.5 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 firstsecond quarter of 2026, 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. See “Shareholders’ Equity”, “Deposits” and “Other Funding Sources” for additional information regarding liquidity sources.

The Company’s key operating measures and growth rates for the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods last year, are shown below:

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 2025 Form 10-K. These policies require numerous estimates and strategic or economic assumptions, which may prove inaccurate or subject to 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 MarchJune 31,30, 2026, management views critical accounting estimates to include the determination of the allowance for credit losses, estimations of fair value, and the valuation and accounting for derivative instruments, 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 by the Audit Committee of the Company’s Board of Directors and are discussed in further detail below.

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 includes the use of estimates related to the fair value of the underlying collateral and amount and timing of expected future cash flows on individually assessed financial assets, estimated credit losses on pools of loans with similar risk characteristics, and consideration of reasonable and supportable forecasts of macroeconomic conditions, all of which are susceptible to significant change. AtManagement Marchalso 31,applies 2026,judgment in developing qualitative adjustments to reflect elements of credit risk that are not fully captured in the loanquantitative andloss held-to-maturity debt securities portfolios represent 79% of total assets on the Company’s consolidated balance sheet.models. 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. At June 30, 2026, the loan and held-to-maturity debt securities portfolios represent 79% of total assets on the Company’s consolidated balance sheet.

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, the Dow Jones Total Stock Market Index for the commercial portfolio, and the Commercial Real Estate PricingPrice Index ("CREPI") related to the commercial real estate portfolio. 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.

Holding all other inputs constant, the following table provides a sensitivity analysis for the commercial and commercial real estate portfolios based on a 10 basis point change in Baa credit spreads from the assumption utilized in the estimate of that portfolio’s allowance for credit losses at MarchJune 31,30, 2026:

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 MarchJune 31,30, 2026:

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 MarchJune 31,30, 2026:

Net income for the quarter ended MarchJune 31,30, 2026 totaled $227.4$233.7 million, an increase of $38.3$38.2 million, or 20%, compared to the quarter ended MarchJune 31,30, 2025. On a per share basis, net income for the firstsecond quarter of 2026 totaled $3.22$3.30 per diluted common share compared to $2.69$2.78 for the firstsecond quarter of 2025.

The increase in net income for the firstsecond quarter of 2026 as compared to the same period in the prior year is primarily attributable to increased net interest income and an increase in non-interest income, partially offset by increased non-interest expense primarily due to increased salary and employee benefits expenses. See “Net Interest Income,” “Non-interest Income,” “Non-interest Expense” and “Credit Quality” for further detail.

Quarter Ended MarchJune 31,30, 2026 compared to the Quarters Ended December 31, 2025 and March 31, 2026 and June 30, 2025

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 firstsecond quarter of 2026 as compared to the fourthfirst quarter of 20252026 (sequential quarters) and firstsecond quarter of 2025 (linked quarters):

(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 MarchJune 31,30, 2026, December 31, 2025 and March 31, 2026 and June 30, 2025 were $2.6$2.7 million, $2.8$2.6 million and $2.9 million, respectively.

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

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 period ended MarchJune 31,30, 2026 to each of the three month periods ended DecemberMarch 31, 2026 and June 30, 2025 and Marchsix 31,month periods ended June 30, 2026 and 2025. 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:

The Company defines deposit betas as the change in the cost of the Company’s deposits relative to the change in the upper limit of the federal funds target range established by the Federal Open Market Committee. The Company evaluates deposit betas across both rising and declining interest rate environments. During the prior rising interest rate cycle, which began in the first quarter of 2022 and concluded in the second quarter of 2024, deposit costs increased as rates rose, resulting in cumulative deposit betas of 53% for total deposits and 66% for interest-bearing deposits. For the current declining interest rate cycle, measured from June 30, 2024 to MarchJune 31,30, 2026, our cumulative deposit betas were 41% for total deposits and 57% for interest-bearing deposits.

NM - —Not Meaningful.

Mortgage banking revenue increased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily driven by favorable MSR fair value adjustments and higher MSR capitalization, partially offset by lower hedge performance. The quarter-over-quarter improvement reflects favorable impact of interest rate movements on MSR valuations. On a year-to-date basis, mortgage banking revenue increased for the six months ended June 30, 2026 as compared to the same period in 20252025, primarily due primarily to higher MSR fair value adjustments, increased MSR capitalization, and stronger production revenue.revenue, partially offset by lower hedge performance and unfavorable EBO FV changes. 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 $594.0$835.0 million in the firstsecond quarter of 2026 as compared to $460.5$681.5 million in the firstsecond quarter of 2025. The increase in quarterly origination volume was driven primarily byOn a favorableyear-to-date ratebasis, environmentmortgage andloans modestoriginated improvementsfor insale housingtotaled supply$1.4 relativebillion for the six months ended June 30, 2026 as compared to the$1.1 priorbillion year.for Mortgagesix ratesmonths inended earlyJune 202630, remained below year-ago levels despite intra-quarter volatility, contributing to improved borrower demand and higher level of refinancing activity.2025. The percentage of origination volume from refinancing activities was 48%26% and 35% for the three and six months ended MarchJune 31,30, 2026, as compared to 23%26% and 25% for the same periodperiods in 2025.2025, respectively.

The Company records MSRs at fair value on a recurring basis. For the three months ended March 31, 2026, theThe fair value of the MSRs portfolio slightlynet increasedincrease byfor $253,000,the reflectingthree $6.4months ended June 30, 2026 was a result of the capitalization of $8.7 million of capitalization from newly retained servicing rights and a favorable fair value adjustment of $460,000,$4.4 largelymillion. This was partially offset by $6.6a millionreduction in value of reductions$6.5 million due to payoffs, paydowns and repurchases of the existing portfolio. The fair value of the MSRs portfolio net increase for the six months ended June 30, 2026 was a result of the capitalization of $15.2 million of retained servicing rights and a favorable fair value adjustment of $4.8 million. This was partially offset by a reduction in value of $13.1 million due to payoffs and paydowns and repurchases of the existing portfolio. 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 an unfavorable $900,000$3.4 million and $4.3 million for the three and six months ended MarchJune 31,30, 2026 compared to a favorable $4.9$2.5 million and $7.4 million for the three and six months ended MarchJune 31,30, 2025.

Wealth management revenue increased by $8.0 million infor the firstthree quarterand ofsix months ended June 30, 2026 as compared to the same periodperiods ofin 20252025, primarily due to increased trust and asset management revenue. Wealth management revenue is comprised of the trust and asset management revenue of Wintrust Private Trust Company 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 the Chicago Deferred Exchange Company.

Service charges on deposits increased for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025 primarily as a result of increased commercial account analysis service fees. 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.

Operating lease income increased infor the firstthree quarterand six months ended June 30, 2026 compared to the same periods in 2025, primarily due to gains on sale of 2026leased asassets a result ofand additional lease rental income due to growth in leased assets as compared to the firstsecond quarter of 2025.

Miscellaneous non-interest income includesincreased loan$3.4 servicing fees, income from other investments,million and other fees. This category of income increased $1.7$5.1 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025. ForThe theincrease three months ended March 31, 2026, miscellaneous income increased compared to the same period in 2025was primarily due to gains on sale of assets, higher fees earned on card-related arrangements, letters of credit and syndicationsyndications fees.

Salaries and employee benefits expense increased for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025. The increase was primarily due to annual merit increases and higher healthcommission insurancefees costs.related to an increase in mortgage originations.

Software and equipment expense increased for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025 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.

The Company recorded income tax expense of $73.6$84.3 million in the firstsecond quarter of 2026 compared to $64.0$71.6 million in the firstsecond quarter of 2025. The effective tax rates were 24.4%26.5% in the firstsecond quarter of 2026 compared to 25.3%26.8% in the second quarter of 2025. During the first quartersix months of 2026, the Company recorded income tax expense of $157.8 million compared to $135.6 million for the first six months of 2025. The effective tax rates were partially25.5% 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 $6.6 million infor the first quartersix months of 2026,2026 comparedand to26.1% net excess tax benefits of $3.7 million infor the first quartersix months of 2025 related to share-based compensation.2025.

The community banking segment’s net interest income for the quarter ended MarchJune 31,30, 2026 totaled $450.6$470.5 million as compared to $419.0$436.7 million for the same period in 2025, an increase of $31.6$33.8 million, or 8%. On a year-to-date basis, net interest income for the segment increased by $65.4 million from $855.7 million for the six months ended June 30, 2025 to $921.0 million for the six months ended June 30, 2026. The increase in the three and six month periodperiods was primarily attributable to growth in average earning assets coupled with a relatively stable net interest margin.assets. The community banking segment’s non-interest income totaled $77.9$86.6 million in the firstsecond quarter of 2026, an increase of $4.4$11.1 million, or 6%,15%, when compared to the firstsecond quarter of 2025 total of $73.5$75.5 million. On a year-to-date basis, non-interest income totaled $164.5 million for the six months ended June 30, 2026, an increase of $15.5 million, or 10%, compared to $149.0 million for the six months ended June 30, 2025. The increase in the three and six month periodperiods was primarily the result of an increase in mortgage banking revenuerevenue, offsetservice by an increase in losses recognizedcharges on investmentdeposit securities.accounts, and operating lease income. The community banking segment recorded provision for credit losses of $27.3$21.4 million and $48.7 million, respectively, for the three and six months ended MarchJune 31,30, 2026, compared to $22.4$20.5 million and $42.9 million, respectively, for the same periodperiods in 2025. The increase in provision for credit losses for the three and six month periodperiods was primarily the result of uncertainty within the macroeconomic forecast related to Baa corporate credit spreadspreads and equity market valuations, coupled with loan growth and higher net charge-offs.growth. Non-interest expenses increased by $9.0$7.9 million and $16.9 million, respectively, for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, primarily due to an increase in salaries, commissions, and incentive compensation. The community banking segment’s net income for the quarter ended MarchJune 31,30, 2026 totaled $150.5$161.4 million, an increase of $16.3$22.3 million as compared to net income in the firstsecond quarter of 2025 of $134.3$139.1 million. On a year-to-date basis, the net income of the community banking segment for the six months ended June 30, 2026 totaled $312.0 million as compared to $273.4 million for the six months ended June 30, 2025.

The specialty finance segment’s net interest income totaled $107.1$104.8 million for the quarter ended MarchJune 31,30, 2026, compared to $91.3$92.3 million for the same period in 2025, an increase of $15.8$12.5 million, or 17%.14%. On a year-to-date basis, net interest income for the segment increased $28.3 million, or 15% compared to the same period in 2025. The increase for the three and six month periodperiods was primarily due to loan growth. The specialty finance segment’s provision for credit losses totaled $2.3$1.8 million and $4.1 million, respectively, for the three and six months ended MarchJune 31,30, 2026 compared to $1.5$1.8 million and $3.3 million, respectively, for the same periodperiods in 2025. The increase in provision for credit losses for the three and six month periodperiods was primarily the result of slightlyloan higher net charge-offs within premium finance receivablesgrowth coupled with uncertainty within the macroeconomic forecast related to Baa corporate credit spread,spreads and equity market valuations, which impacted lease financing. The specialty finance segment’s non-interest income increased to $35.7$36.6 million from $31.0$33.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and stood at $72.3 million and $64.6 million for the six months ended June 30, 2026 and 2025, respectively. Non-interest expenses increased by $6.2$6.3 million and $12.5 million, respectively, for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, primarily because of annualan employeeincrease compensationin increasessalaries, commissions, and discretionaryincentive bonuses.compensation. Our property and casualty insurance premium finance operations, life insurance finance operations, lease financing operations and other specialty finance operations accounted for 40%, 26%,25%, 24% and 10%,11%, respectively, of the net revenues of our specialty finance business for the threesix month period ended MarchJune 31,30, 2026. The net income of the specialty finance segment for the quarter ended MarchJune 31,30, 2026 totaled $63.1$60.5 million as compared to $50.3$48.8 million for the quarter ended MarchJune 31,30, 2025. On a year-to-date basis, the net income of the specialty finance segment for the six months ended June 30, 2026 totaled $123.6 million as compared to $99.1 million for the six months ended June 30, 2025.

The wealth management segment reported net interest income of $10.3$8.8 million for the firstsecond quarter of 2026 compared to $5.4$4.8 million in the same quarter of 2025, an increase of $5.0$3.9 million. On a year-to-date basis, net interest income totaled $19.1 million for the first six months of 2026, as compared to $10.2 million for the first six months of 2025. Net interest income for this segment is primarily comprised of an allocation of 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 $1.9 billion and $1.6 billion in the first three months of 2026 and 2025, respectively. This segment recorded non-interest income of $43.3$43.4 million for the firstsecond quarter of 2026 compared to $33.8$39.5 million for the second quarter of 2025. On a year-to-date basis, this segment recorded non-interest income of $86.7 million for the first quartersix months of 2026 as compared to $73.3 million for the first six months of 2025. The increase infor the three and six month periodperiods wasis primarily duea toresult higherof trustincreased brokerage and asset management revenuefees. drivenFor bythe anthree increaseand insix assetmonths valuations.ended OnJune a30, quarter-to-date basis,2026, non-interest expense remained relatively stable for the three month period ended March 31, 2026 compared to the same periodperiods in 2025. 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 $13.8$11.8 million for the firstsecond quarter of 2026 compared to $4.5$7.6 million for the firstsecond quarter of 2025. On a year-to-date basis, the wealth management segment’s net income totaled $25.6 million and $12.1 million for the six month period ended June 30, 2026 and 2025, respectively.

Total assets were $72.2$74.7 billion at MarchJune 31,30, 2026, representing an increase of $6.3$5.7 billion, or 10%,8%, when compared to MarchJune 31,30, 2025 and an increase of approximately $1.0$2.5 billion, or 6%14% on an annualized basis, when compared to DecemberMarch 31, 2025.2026. Total funding, which includes deposits, all notes and advances, including secured borrowings and the junior subordinated debentures, was $65.5 billion at June 30, 2026, $63.3 billion at March 31, 2026, $62.2and $60.1 billion at DecemberJune 31, 2025, and $57.8 billion at March 31,30, 2025. 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.